In certain, rather rare, cases the normal qualified majority of two thirds of the votes is not sufficient for an amendment of the articles of association. Generally such a situation takes place when the rights of a shareholder based on the shareholding are reduced or the obligations are increased by means of the amendment. In this case, the consent of certain or all the shareholders of the company is required for the resolution in addition to the majority of two-thirds of the votes cast and the shares represented at the meeting.
The consent of a shareholder shall be obtained for an amendment of the articles of association, if:
the shareholders entitlement to the profit or net assets of the company is reduced by stipulating in the articles of association that the company’s purpose of operation shall not be to generation of profits for the shareholders;
the liability of the shareholder to make payments to the company is increased
the right to acquire shares of the company is restricted (by taking into the articles of association a redemption clause or a consent clause);
the pre-emptive right of the shareholder to the new shares given in the share issue is restricted;
the right to minority dividend is restricted;
a redemption condition is attached to the shares of the shareholder;
company’s right for the compensation for damages is restricted;
the balance between the rights carried out by shares of the same series of shares is altered and the amendment concerns the shares of the shareholder.
All shareholders must give their consent to a decision that concerns a directed acquisition of the company’s own shares, i.e. not acquiring the shares in proportion with the shares owned by the shareholders, or when deciding to amend the company form into cooperative association, general partnership or limited partnership.
The general meeting shall not make a resolution contrary to the principle of equal treatment of shareholders unless the shareholder at whose expense the unjust benefit is to be given consents to the same.