Majority Decision

As a main rule, the proposal that has been supported by more than half the votes cast shall constitute the resolution of the general meeting. In the event of a tie, the proposal supported by the chairperson wins unless otherwise provided in the articles of association. In majority decisions the majority will be counted generally on the basis of the votes given, not those represented, at the meeting.

In personal elections the person who has received most votes will be elected. The general meeting of shareholders may, however, before the election decide that the person receiving more than half of the votes cast shall be elected. In the event of a tie, an election shall be decided by drawing lots unless otherwise provided in the articles of association.

The articles of association may provide that the majority requirements are tightened from what is provided by law. It may, for instance, be provided in the articles of association that the majority required for approval of a proposal shall be calculated by taking into account all the votes represented, and not only those given, at the meeting, also of the votes represented at the meeting. The company's shareholders' agreement may also contain such provisions, which are contractually binding on the shareholders. Nonetheless, the requirement for majority provided by law may be relaxed by way of the articles of association only as regards elections.