Matters to be Decided in the Annual General Meeting
The annual general meeting shall be held within six (6) months of the ending of the financial period. It is, however, possible to determine in the articles of association that the general meeting shall be held before the end of the period stipulated by law.
The general meeting may decide only on matters that have been mentioned in the summons to the general meeting [Contents of the Notice] or that under the articles of association are to be dealt with by the general meeting.
Nevertheless, according to law, the annual general meeting shall always resolve upon:
the adoption of the annual accounts, which in a parent company also include the adoption of the consolidated annual accounts;
the use of the profit or loss shown on the balance sheet;
the discharge from liability of the members of the board of directors, the members of the supervisory board and the managing director;
the election and remuneration of members of the board of directors and the supervisory board as well as the election of auditors, unless otherwise stipulated in the articles of association;
other matters that according to the articles of association are to be resolved upon the annual general meeting.
Furthermore, it is possible to resolve upon the appointment of an approved auditor at the demand of shareholders holding at least one tenth (1/10) of all the shares and deal with a proposal for a special audit.
It is possible to decide on the postponement of any matter to a continuation meeting. However, a matter relating to the approval of the annual accounts and the use of profits shall be postponed from the annual general meeting to a continuation meeting, if shareholders holding at least one tenth (1/10) of all the shares so request. The continuation meeting shall be held no earlier than one month and no later than three months after the annual general meeting. The decision-making does not need to be postponed for a second time even if requested by the minority. A new notice shall be delivered of the continuation meeting, if it is held more than four weeks after the General Meeting so in fact new notice shall always be delivered when a matter relating to the approval of the annual accounts and the use of profits is postponed to a continuation meeting.