Overview

annual meeting
Dividend rights
Preemptive rights
Protection of minority shareholders

board
the supervisory board
Through the shareholders` meeting shareholders exercise their

rights

the supervisory board and auditors
Distribution of the balance sheet profit
Dismissal

of members of the management board and supervisory board
Changes in the company's articles
Activities to attract or reduce capital
Liquidation of a company

The competence of the general meeting of shareholders does not include questions relating to the management of the society (except when the management board requires the participation of the general shareholders` meeting)

a year
Convening of shareholders is performed by the management board
Information

regarding the convening of society should be published at least one month before the meeting
The notice of the shareholders’ meeting is published in the company’s journals and electronic Federal Information Gazette (www.bundesanzeiger.de)

and place of the shareholders’ meeting

Notice of the agenda should

include questions about which decisions must be made , indicating the order in which they discus.

it is necessary to present a list of shareholders, indicating

their place of residence number and type of shares held by them .

General shareholders` meeting is held by the chairman of the meeting , which is elected by the shareholders, if his nomination is not approved by the company's articles.

shareholders may participate in the meeting through its representatives

board members can not be elected to the post of chairman of the meeting

raised issues
Supervises the voting
Approves the voting decision.
Every decision of

the general meeting must be evidenced by the signature of a notary.

an “inherent part of membership”
The right of a shareholder to

vote on matters of corporate policy and who will make up the board of directors.
Voting often involves decisions on issuing securities, initiating corporate actions and making substantial changes in the corporation's operations.

are proportionate to the par value of the shares (§

134 (1) Aktiengesetz).
Preferred shares that confer no voting rights may be issued in accordance with the provisions of AktG.
Multiple voting rights shall be prohibited.
Decisions of the General meeting are taken by a majority of the votes.
The right to vote cannot be withdrawn.
Shareholder can transfer his power to vote to his custodian or a third party.

give to another person a power of attorney (Vollinacht) to

vote his shares at the meeting.
To give the bank authorization (Ermichtigung) to vote the shares.

of association (§ 179 Aktiengesetz); measures to increase and to

decrease the stated capital (§§ 182, 237 Aktiengesetz); consent to group contracts (§§ 291 et seq. Aktiengesetz); change of the corporate form (§ 13 Umwandlungsgesetz) or dissolution of the association (§ 262 Aktiengesetz).

The decisions that must be taken regularly. The appointment of the members of the supervisory board (§ 101 Aktiengesetz); the appropriation of retained earnings (§ 119 Aktiengesetz); the discharge from responsibility of the members of the board of management and the supervisory board (§ 120 Aktiengesetz) or the appointment of auditors (§ 163 Aktiengesetz).

Decisions in special cases. The appointment of special auditors (§ 142 Aktiengesetz), the removal of members of the supervisory board (§ 103 Aktiengesetz), taking decisions on managerial matters if the management board requests (§ 119 (2) Aktiengesetz).

the right to vote for themselves or for another person:

in case of the decision on the approval of his work;
in case of the decision of the release this person from obligations;
in case of the decision whether the company should make claim to this person.

of the Board to provide information about the affairs of

the joint stock company
The right of the Board to refuse to provide information
Judgment on the right to obtain information

those other shareholders receive.

dividends depend on board of managements’ decision
Preferred (V, VA

or Vz) – no right to vote, fixed dividends

to prepare annually a balance sheet and a profit and

loss statement


the report is submitted to the auditors
the financial report with auditors’ report and board of managers’ recommendations are submitted to the board of supervisors
final determination and adoption at shareholders meeting

Only “net profits” are available to dividends
“net profit” = annual profit – legal reserves

a firm under which the current stockholders (shareholders) are given

the first option to buy a new issue of common stock (ordinary shares).
Enables to maintain shareholders their percentage of the total ownership of the firm
Usually exercised on the basis of current stockholding.
Also called subscription privilege or subscription right.

minority stakes in a company that is controlled by majority

shareholders.

Germany:
The Right to Information, Independent Auditing and Special Right to

Control by Minority Shareholders;
Influence on Decision-Making Process by Minority Shareholders;
Voting Rights of Minority Shareholders.

Control by Minority Shareholders
Right to request and receive information from

the management:
At the general meeting;
information should be essential for a shareholder;
Concerning to the item of agenda.

of shareholders
Right to call the external shareholder meeting
Right to publish

additional items on agenda

for shareholders to cast their votes.”
One-share, one-vote rule.

of the share capital) to transfer shares of minority shareholders

against the adequate compensation.
This request is resolved by shareholders meeting
If the compensation is not adequate (or it is not offered), the court shall set adequate cash compensation