General Assemblies. (a) The Shareholders shall hold an annual General Assembly at the offices of the Company's headquarters or at such other place as the Shareholders may agree, and may hold extraordinary General Assemblies at the request of Shareholders holding at least 10 percent of the issued share capital of the Company. The Management Board shall ensure that notice of any General Assembly and an agenda are distributed to and received by the Shareholders no less than fifteen (15) days prior to the date of the General Assembly. Subject to the provisions of the Articles of Association and applicable law, the quorum for any General Assembly shall be four fifths (4/5) of the Shares. If the quorum is not met, then a second meeting will be called on a date which is at least 5 business days and not more than 4 weeks after the date of the first meeting. In such second meeting resolutions on the subjects put before the first meeting can be adopted by a majority of votes cast irrespective of the number of shareholders represented such second meeting.
General Assemblies. The Company shall have a General Assembly composed of all the Shareholders. The General Assembly shall be convened at the invitation of the General Manager at least once a year during the four (4) months following the end of the financial year. The General Manager must invite the General Assembly to convene if so required by the Auditors or by a number of the Shareholders representing not less than one quarter of the capital of the Company. The General Assembly shall be convened at the Company's office or at any other office agreed by the Shareholders. Invitations to attend the General Assembly shall be in writing and delivered by hand delivery, facsimile or reputable overnight courier at least twenty-one (21) days before the meeting date. The invitation must include the place, date and time of the meeting. The agenda of the meeting as well as a copy of the balance sheet shall be attached with the invitation. Every Shareholder shall have the right to attend the General Assembly irrespective of the number of shares he owns. A Shareholder may by proxy delegate another Shareholder, other than the General Manager, to represent him at the General Assembly. Each Shareholder shall have a number of votes equal to the number of shares he owns or represents.
General Assemblies. 4.1. General assemblies shall be held as described in the Company's by-laws. Stockholders can validly vote in ordinary and extraordinary meetings only if holders representing at least seventy five percent of the capital shares are present or represented ("Quorum"). In the event that a Quorum is not present at the General Assembly upon first convocation, then the Board shall reconvene the General Assembly with 15 days notice. Such second General Assembly shall not require that a quorum be met.
General Assemblies. ENSP network meetings The network delegates and observers come together biannually at the ENSP network conferences. These conferences focus on key topics relating to tobacco control issues in Europe. European and international specialists are invited, forming a panel of experts able to speak with proficiently on the chosen topics. The objective of these Network Conferences is information exchange and the consolidation of knowledge, with the ultimate aim of building consensus. This is quite a challenge when considering the different cultural, political and legislative backgrounds of the countries involved. Conferences result in common declarations on topics of particular concern. By developing consensus amongst European representatives the network creates a powerful and united force that shapes tobacco control policy. • Paris – November 24/26, 2001 ( ANNEX 1 - conference report) 60 delegates from 20 countries attended this joint strategy meeting that was opened by Xxx Xxxxx Xxxxxxx Hermange, Member of the European Parliament and deputy mayor of Paris. Several experts with an international reputation spoke about a variety of policy issues. Xx Xxxxx Xxxxxx, (Member of the European Parliament) shared his knowledge of the EU Tobacco regulation directive. A member of the French negotiation team reported on the EU position of the Framework Convention on Tobacco Control, and Xxx Xxxxx Xxxxxxx, Co-ordinator of the Quebec Coalition against Tobacco, presented her experience on coalition building in Canada. During interactive workshop sessions, delegates developed common strategies on four vital European policy issues: • The EU tobacco regulation directive • The EU advertising directive • The European Public Health Programme • The WHO Framework Convention on Tobacco Control. Discussions culminated in a conference declaration, expressing deep concern at the annulment by the European Court of Justice of the EU directive banning advertising and sponsorship of tobacco products. European non governmental organisations urged the European Commission, Council of Ministers and members of the European Parliament to work towards a strong new directive proposal, banning all forms of advertising, promotion and sponsorship of tobacco products. The declaration also calls for an EU Treaty revision allowing harmonisation of legislation on public health grounds. • Sigtuna – March 30/31 2001 ( ANNEX 2 - conference report ) The conference held during the Swedish Presidency, was made up o...
General Assemblies. The Company shall have a general assembly composed of all the Shareholders. The general assembly shall be convened at the invitation of the Board of Directors or the General Manager (as appliable) at least once a year within the four (4) months following the end of the financial year. The Board of Directors or the General Manager (as applicable) must invite the general assembly to convene if so required by the auditors or by a number of the Shareholders representing no less than 50% of the capital of the Company. The general assembly shall be convened at the Company's office or at any other office agreed by the Shareholders. [The general assembly may be convened and conducted by means of modern technology.] Invitations to attend the general assembly shall be made to Shareholders only by email to the email address stipulated in the Articles of Association or such other email address as may have been notified to the Company in writing at least twenty-one (21) calendar days before being convened. The invitation shall fix the venue and the date of the meeting and shall be accompanied with the agenda and a copy of the balance sheet. Every Shareholder shall have the right to attend the general assembly irrespective of the number of shares they own. A Shareholder may by proxy delegate another Shareholder, other than a Manager or Director, to represent them at the general assembly. Each Shareholder shall have a number of votes equal to the number of shares he owns or represents.
