Annual General Meeting of Shareholders
Under Liechtenstein law, and article 8 of the Company’s articles of association, the general meeting of shareholders is the Company’s supreme body. Further, under Liechtenstein law, an annual general meeting of shareholders must be held within six months after the end of a company’s preceding financial year. This means an annual general meeting of shareholders must be held on June 30 the latest of each year following the respective financial year.
Shareholders’ meetings may be convened by the board of directors or, if necessary, by the Company’s independent auditors. The board of directors is further required to convene an extraordinary general meeting if so resolved by a shareholders’ meeting or, pursuant to Article 10 of the articles of association, if so requested by holders of shares holding in aggregate at least ten percent of the nominal share capital of the Company.
According to Article 12 of the articles of association, one or more shareholders whose combined shareholdings represent an aggregate nominal value of at least five percent of the share capital may demand that an item be included in the agenda of a general meeting of shareholders. Such a demand must be made in writing at the latest forty-five days before the meeting and shall specify the items and the proposals of such a shareholder.
There is no provision in the articles of association requiring a general presence quorum for shareholders’ meetings of the Company. Under Liechtenstein law, at least ten percent of all voting rights shall be present in order to be quorate. This provision is not mandatory. However, certain resolutions under Liechtenstein law require specific thresholds to be met, which are described in more detail below.