Common use of Ordinary General Meetings Clause in Contracts

Ordinary General Meetings. 1. Ordinary General Meetings may be called at any time. However, an Ordinary Annual General Meeting must be held at least once a year within six months of the close of each financial year. 2. The Ordinary Annual General Meeting examines the management report prepared by the Managing Partners, the report of the Supervisory Board and the reports of the Statutory Auditors. It discusses and approves the parent company financial statements for the previous year and the proposed allocation of profit, in accordance with the applicable laws and these Articles of Association. In addition, the Ordinary Annual General Meeting and any other Ordinary General Meeting may appoint or dismiss the members of the Supervisory Board, appoint the Statutory Auditors and vote on all matters within its remit and placed on the agenda, with the exception of those matters defined in article 21 as being exclusively within the remit of an Extraordinary General Meeting. 3. Ordinary General Meetings assemble all the shareholders fulfilling the conditions set by law. The deliberations of an Ordinary General Meeting held at first call are valid only if the shareholders present, represented or having voted by post hold at least a fifth of the shares carrying voting rights. At second call, the deliberations are valid irrespective of how many shareholders are present, represented or have voted by post. 4. With the exception of those resolutions concerning the election, resignation or removal of Supervisory Board members and the approval of the appointment of a Managing Partner (after the Supervisory Board has exercised its power of veto twice within two months in accordance with article 14-2 above), resolutions may only be passed at an Ordinary General Meeting with the unanimous and prior consent of the General Partners. This consent must be obtained by the Managing Partners prior to the said Ordinary General Meeting. 5. Apart from the case expressly provided for in the last paragraph of article 14-2 above, such resolutions are passed by a majority vote of the shareholders present, represented or having voted by post at this meeting.