General Meeting of Shareholders

The Company’s General Meeting of Shareholders has the authority to approve certain Executive Board decisions. These decisions, which are stipulated in the Articles of Association, are major decisions relating to the operations, legal structure and financial structure of the Company (and the companies in which it holds shares) as well as decisions related to major investments.

The most important other authorities of the General Meeting of Shareholders are:

  • adoption of the Company’s financial statements and profitappropriation;
  • discharging the members of the Executive Team for their managementand the members of the Supervisory Board for their supervision of theExecutive Team;
  • adoption of the dividend;
  • adoption of the remuneration policy for the Executive Team and theremuneration of the Supervisory Board members;
  • appointment and dismissal of the external auditor;
  • amendments to the Articles of Association; and
  • issuing of shares, exclusion of the application right,authorisation to repurchase the Company’s own shares, reduction of thepaid-up capital, dissolution, application for bankruptcy.

During the Company’s General Meeting of Shareholders, the Cooperative Board exercises its voting rights on behalf of the Cooperative. In respect of a number of major shareholders’ decisions, stipulated in the Cooperative’s Articles of Association, the Board exercises its voting rights with the prior approval of the Members' Council.