LEKKERLAND CORPORATE GOVERNANCE CODEX
2 2 Shareholders and Shareholders’ Meeting
2.1.1 The shareholders exercise their rights to the extent provided for in the legislation and in the Articles of Association before or during the Shareholders’ Meeting and in particular exercise their right to cast their votes.
2.1.2 Each share of 100 euros in the limited partner’s capital grants one vote. There are no shares with multiple voting rights or preferential voting rights (“golden shares”) or maximum voting rights.
2.2 Shareholders’ Meeting
2.2.1 The Board of Management submits to the Shareholders’ Meeting the annual financial statements, the management report, the consolidated financial statements and the Group management report. The meeting resolves on the appropriation of the profit and on the discharge of the actions taken by the Board of Management and by the Supervisory Board and appoints the auditor.
Furthermore, the Shareholders’ Meeting resolves on the content of the Articles of Association, in particular relating to the purpose of the Company and essential structural measures, such as company agreements and transformations. It can pass resolutions on the authorisation of the compensation system for the Members of the Board of Management.
2.2.2 not relevant
2.2.3 Each shareholder is entitled to take part in the Shareholders’ Meeting, to make statements there on matters relating to the agenda for the meeting and to submit relevant factual questions and proposals.
2.2.4 The Chair of the Shareholder’s Meeting is responsible for ensuring that the meeting proceeds efficiently. The Chair should be guided by the fact that an ordinary Shareholders’ Meeting comes to an end at the latest after 4 to 6 hours.
2.3 Invitation to the Shareholders’ Meeting and Proxies
2.3.1 The Shareholders’ Meeting is convened by the Board of Management at least twice a year giving details of the agenda. A quorum of shareholders is entitled to demand the convening of a Shareholders’ Meeting and the extension of the agenda.
2.3.2 The Company shall facilitate the personal exercising of shareholder’s voting rights. The shareholders are entitled to exercise their voting rights at the Shareholders’ Meeting by appointing a representative (proxy) to exercise their voting rights in accordance with instructions.
2.3.3 not relevant