General Meetings
According to Title IV Articles 28 up to and including 37 of the coordinated articles of association of the company, dated 22 December 2006.
Convening meetings
The Board of Directors or the statutory auditor(s), or, should that be the case, the liquidators, convene a General Meeting. The notifications will state the time, date, place and agenda of the General Meeting and must comply with the form and within the time limits set out in Articles 533 and 535 of the Company Code. Meetings convened by the Board of Directors are valid when signed by the person who is responsible for the daily management.
Admission
In order to be admitted to the General Meeting, named shareholders must apply in writing to the Board of Directors at least three working days before the meeting, stating their intention to attend, if the Board of Directors makes this demand in the notification. If the Board of Directors demands this in the notification, then holders of bearer shares must place their shares within the same time limit and at the place designated in the notification. The above-mentioned condition is no longer applicable and may be ignored when the validity period as set out in Article 9 of the articles of association has expired.
If the Board of Directors demands this in the notification, holders of dematerialised shares must provide a certificate of unavailability drawn up by a recognised account holder or by the liquidators, within the same time limit and at the place designated in the notification.
Before being admitted to the meeting, shareholders or their proxy holders must sign the attendance list stating (i) the identity of the shareholder, (ii) if applicable, the identity of the proxy holder and (iii) the number of shares they represent.
Composition and authority
The regular General Meetings that are held represent all shareholders. Decisions made at the General Meeting are binding for all shareholders, including those not
present or those who voted against. Only the General Meeting can award rights to third parties who could have an influence on the company's assets, or a debt or an obligation that carries charges, when practicing these rights is dependent on making a public take-over bid for the shares in the company or of a change in the audit that will be made.
Further information
Further information about the manner of representation, the bureau and chairmanship, how the meeting is conducted, the method of decision-making and the minutes associated with the shares can be found under Title IV Articles 28 up to and including 37 of the coordinated articles of association of the company, dated 22 December 2006.