Decisions Made without Holding a General Meeting

The shareholders may also resolve upon a matter belonging to the general meeting without holding a separate general meeting. It is a precondition that all the shareholders are unanimous on the matter to be resolved upon and accept that the meeting is held without complying with the meeting procedure.

The decision made without holding a general meeting must be:

• made in writing;

• dated;

• numbered; and

• signed (in a company of several shareholders by at least two shareholders).

The same provisions applying to the minutes of the general meeting are applied to such a resolution. This concerns, among other things, storing of the resolution and shareholder’s right to receive a copy thereof. A parallel to the minutes also means that a written decision is mainly an evidential document and does not definitely indicate the final contents of the resolution made. In this case there is neither a need to compile a separate list of votes since voting cannot come into question in a decision-making procedure such as this.