Extraordinary General Meeting

It is possible to convene extraordinary general meetings whenever necessary between the annual general meetings to decide on matters such as amendments of the articles of association, a share issue, an issue of option rights, appointments of members of the board of directors, profit distribution or a merger or demerger of the company or other matters that require a general meeting’s decision.

An extraordinary general meeting must be held if the articles of association so stipulate or if the company's board of directors deems it necessary. An extraordinary general meeting must also be held if the auditor or shareholders holding at least one tenth (1/10) of all shares, or even a smaller proportion as provided in the articles of association, demand this in writing in order for a given matter to be dealt with. The supervisory board may also decide that an extraordinary general meeting must be held if the articles of association grant it a power to do so.

In addition, the general meeting may always decide about convening a new meeting or postponing a matter to a continuation meeting.

In a private company, the notice of an extraordinary meeting must be delivered to the shareholders within two weeks from the receipt of the request to hold the meeting. In a public company this must be done within one month.