Contents of the Notice
The notice to convene a general meeting must indicate the name of the company and the date, time and venue of the meeting. The time for the meeting must be indicated with an accuracy of the exact date and time and the place must be clearly indicated so that a shareholder can easily find his way there. If advance notice of participation is a condition for participation at the general meeting, the last date for such notice must also be mentioned in the notice of the general meeting. It is important to remember that the advance notice requirements must be stated in the articles of association in order for them to be binding for the shareholders.
The matters to be dealt with at the meeting must be clearly mentioned so that the shareholders will understand which matters will be under consideration. If an amendment of the articles of association is to be dealt with at the general meeting, the main contents of the amendment must be set out in the notice.
Also among other things the following matters shall be mentioned in the notice or the information regarding them shall be included in the notice:
the possibility to participate in the meeting by technical means and the restrictions and proceedings regarding it [Participation in Person and by Technical Means];
a decision made in the previous meeting, if the matter in hand requires handling in two separate meetings;
a board of directors’ proposal of directed share issues or an authorization to the board of directors regarding it;
the purpose of redemption of own shares and a manner of redemption if the board of directors proposes in a public company a redemption by the way of the reduction of the share capital;
the board of directors’ proposal of an directed acquisition and redemption of own shares or an authorization to the board of directors regarding them;
in public companies a board’s proposal of reverse splitting of shares or an authorization to the board of directors regarding it;
in merging company, the shareholder’s right to demand redemption;
in demerging company, the shareholder’s right to demand redemption.
In addition to the notice, the shareholders must in certain situations be given advance information by keeping the documents in question available for inspection [Keeping the Documents Available for Inspection].
An individual shareholder, irrespective of the extent of his/her shareholding, has a right to present a matter to be dealt with at the general meeting. This requires that he/she makes the request in writing to the board of directors so well in advance that the matter may be included in the summons to the general meeting. In a listed company, the request shall always be deemed to have arrived in time if the board of directors has been notified of the request no later than four weeks before the notice to the meeting is sent out. If the summons to the next general meeting has already been delivered, a new summons does not need to be delivered even though this could be done within the time period preceding the meeting. In this case the matter is suspended to be dealt with at the following general meeting.
Where the provisions of the Limited Liability Companies Act or the articles of association regarding the manner of calling the meeting or the availability of the documents have not been complied with, a resolution on the issue may only be passed if the shareholders who are affected by the omission consent to this. If it is provided in the articles of association that a matter is to be dealt with at the general meeting, the general meeting may pass a resolution regarding it even though the matter was not mentioned in the notice. The general meeting may also at any time during the meeting decide to convene an extraordinary general meeting to consider any given matter.