General Meeting
The General Meeting is convened and prepared in accordance with the Commercial Companies Code, the parent’s Articles of Association and the Rules of Procedure for the General Meeting.
The Rules of Procedure for the General Meeting, adopted by way of a resolution of the General Meeting of June 26th 2009, define the rules for holding the meetings.
Powers of the General Meeting
The powers of the General Meeting are defined in the Commercial Companies Code and Art. 51 of the parent’s Articles of Association.
In particular, the General Meeting has the authority to:
- review and approve the Directors’ Report on the parent’s operations, the financial statements for the previous financial year, the consolidated financial statements and the Directors’ Report on the Group’s operations, if prepared by the parent, as well as the annual written report of the Supervisory Board, and to grant discharge to members of the parent’s governing bodies in respect of their duties,
- adopt resolutions on distribution of profit or coverage of loss,
- adopt the Rules of Procedure for the General Meeting,
- amend the parent’s Articles of Association,
- change the parent’s business profile,
- approve the disposal or lease of, or creation of limited property rights in, the Company’s business or its organised part,
- appoint and remove members of the Supervisory Board (subject to Art.16.2 and Art. 36 of the Articles of Association), and determine the remuneration amounts for members of the Supervisory Board,
- increase or decrease the Company’s share capital,
- adopt resolutions on issue of notes, including notes convertible into shares,
- merge, demerge and transform the parent,
- dissolve and liquidate the parent,
- approve buyback of Parent shares for retirement and define the conditions for share retirement,
- adopt other resolutions as provided for in applicable laws or the Articles of Association.
Shareholder rights and their exercise
Shareholder rights are defined in detail in the Commercial Companies Code, the Act on Trading in Financial Instruments, the Public Offering Act and the parent’s Articles of Association.