Role of the General Meeting of Shareholders
General Meetings are held at least once a year. The General Meeting discusses
the Annual Report, adopts the financial statements, declares the dividend,
discharges the members of the Board of Management and the members of the
Supervisory Board from liability in the exercise of their respective managing
and supervising duties and appoints the auditor.
The General Meeting appoints, suspends and dismisses the members of the Board of
Management and of the Supervisory Board. On the proposal of the Supervisory
Board, the General Meeting decides on the adoption of the proposed remuneration
policy for the Board of Management. Resolutions of the Board of Management and
Supervisory Board, resulting in a material change in the identity or character
of the Company or its business are subject to the approval of the General
Meeting.
The General Meeting decides on the issue of new shares. The General Meeting can
delegate this power to another company body. At present, this authorisation to
issue (and to grant rights to acquire) shares has been granted to the Board of
Management, subject to Supervisory Board approval, for a period of eighteen
months, starting from the General Meeting of 24 April 2008. This power is limited
to a maximum of 10% of the issued share capital on the date of issue. This
restriction does not apply to the issue of any class B preference shares.
Draka has three types of shares: ordinary, preference and class B preference
shares. As at 31 December 2007, only ordinary and preference shares had been
issued. No class B preference shares have so far been issued.
The General Meeting also decides on the acquisition of outstanding shares.
One or more shareholders individually or collectively, representing at least one
hundredth of the entire issued capital or whose shares at the date of the notice
calling the meeting have a stock market value of at least two hundred and fifty
thousand Euros (€ 250,000), may submit proposals for discussion at the General
Meeting no later than sixty days before the meeting, in writing to the Board of
Management or the Chairman of the Supervisory Board. These proposals will be
included in the agenda unless, in the opinion of the Supervisory Board and the
Board of Management, the Company has an important interest to not include them.