Article 11 of the Regulation regulates in detail the content of the
announcement whereas Article 12 regulates the general assembly
meeting held without convocation. Accordingly,
“all shareholders or
their proxies may convene as the general assembly without abiding by
the convocation procedures, provided that none of them object”
.
Participation in the Meeting and Voting Rights in the Meeting
Shareholders or their proxy present on the list of attendants to be
prepared by the board of directors may participate in the general
assembly. The proxy is not required to be a shareholder and provisions
of the articles of association requiring the proxy to be a shareholder are
null and void.
Each shareholder has at least one voting right at the general assem-
bly. Notwithstanding, in order for the voting right to be generated, at
least one fourth of the share price, or a higher price if stipulated under
the articles of association should be paid-in.
Cease of the Requirement That the Ministry Representative be
Present
In principle, the requirement to procure the presence of the min-
istry representative at general assembly meetings is no longer pre-
served. However, it is required for the ministry representative to be pre-
sent for the meetings specified below:
- All general assembly meetings of companies whose incorpora-
tion and amendments to the articles of association are subject to
the approval of the Ministry;
- The general assembly meetings of other companies whose
agenda include any of the following items:
- Increase or decrease of the capital;
- Adopting or leaving the registered share capital system;
- Amendments to the articles of association regarding the
increase of the registered capital or the scope of activities;
- Merger, spin-off or conversion of type;
COMMERCIAL LAW
91