The Annual General Meeting of shareholders approves the company consolidated accounts, including the profit and loss accounts, and decides on the appropriation of the net profits. The shareholders elect the Directors and the auditor and decide by a separate vote on their discharge.
The Annual General Meeting of shareholders is held at the Company’s registered office or at any other place in the Grand Duchy of Luxembourg, on the first Thursday in April at 10.30 a.m.
Attendance and Voting
Any regularly constituted ordinary or extraordinary meeting of shareholders represents the entire body of shareholders of the Company.
Any shareholder who is recorded in the Company’s shareholder register at least eight business days before the meeting is authorised to attend and to vote at the meeting. Absent shareholders may act at any meeting by appointing a proxy who does not need to be a shareholder.
Each registered shareholder receives notice of the meeting, including the time of the meeting, the agenda as well as the draft resolutions to be proposed for approval to the meeting, by registered mail at least twenty days prior to the meeting. At the same time, each shareholder receives a copy of the annual accounts and the consolidated accounts, including the balance sheets and the profit and loss accounts of the Company.
Holders of the Company’s FDRs are represented at the meeting by Banque et Caisse d’Epargne de l’Etat, acting as Fiduciary. Each FDR represents one Class-A share. If a holder of FDRs wishes to attend the Annual General Meeting of shareholders in person he needs to convert at least one FDR into an A share. The Fiduciary gives notice of the meeting and of the proposed resolutions to the FDR holders by publishing a notice in the press. FDR holders need to give their voting instructions to the Fiduciary in time for the meeting. Unless the Fiduciary has received specific instructions from the holders of FDRs, the Fiduciary votes in favour of the proposals submitted by the Board.
The Annual General Meeting of shareholders may deliberate validly only if at least half of the shares of Class-A and at least half of the shares of Class-B are represented.
In the event that the required quorum is not met, the meeting will be reconvened; it may then validly deliberate without consideration of the number of represented shares.
The resolutions of the meeting are adopted by a simple majority vote, except if otherwise provided for by the articles of incorporation or by law.
Resolutions passed by the Annual General Meeting of shareholders are binding upon all the shareholders, whether absent, abstaining from voting or voting against the resolution.