General Meetings of Shareholders
The Company’s highest decision-making authority is vested in the General Meeting of Shareholders where Company shareholders exercise their powers in compliance with the Companies Act and the Articles of Association. General Meetings of Shareholders are convened by the Board of Directors. Under the Articles of Association, the Annual General Meeting of Shareholders shall be held annually by the end of May on a date to be determined by the Board of Directors. Extraordinary Meetings of Shareholders may be convened in the manner provided for in the Companies Act. Decisions taken by the Annual General Meetings of Shareholders shall include the adoption of the financial statements, distribution of dividend, discharge from liability to liable parties, and the election and remuneration of the Chairman and other members of Board of Directors and the auditors. Decisions to amend the Articles of Association are also taken by a General Meeting of Shareholders. Amendments call for a resolution that must be supported by at least 2/3 of the votes cast and the shares represented. Notice of General Meetings shall be published in one daily newspaper in the capital city no earlier than two months and no later than seventeen days prior to the meeting. The notice shall announce the meeting’s agenda including the proposal of the Board of Directors for members of the Board. Shareholders shall notify of their intent to attend the General Meeting in the manner required in the notice of the meeting. At General Meetings, each Class A share has 20 votes and each Class B share one vote. No shareholder may vote with more than 1/20 of the total number of votes in the different-class shares represented at the General Meeting. Amending this provision calls for a resolution that must be supported by at least 4/5 of the votes cast and the shares represented.
Ideally, the Annual General Meeting of Shareholders is attended by all members of the Board of Directors and the President and CEO as well as by those put forward as candidates for Board membership.