10
Article 11
Convening
1
The General Meeting shall be called by the Board of Direc-
tors, or if need be by the Statutory Auditors, at least twenty
days before the meeting is to take place in accordance with
Article 35 of these Articles of Association.
2
The notice to convene the General Meeting shall specify
a)
the date, beginning, mode and venue;
b)
the agenda items;
c)
the motions of the Board of Directors;
d)
the motions from shareholders together with a brief
statement of the reasons, if any;
e)
the name and address of the independent proxy, if
any; and
f)
in the event of elections, the names of the proposed
candidates.
3
However,
unless there is any opposition, the owners of all
shares or their duly authorized representatives are empow-
ered to hold a General Meeting without observance of the
said formalities of notice. As long as the owners of all
shares participate in person or by proxy,
such meeting may
discuss or validly pass resolutions on all matters within the
powers of a General Meeting.
4
A General Meeting may also be held without observance
of the said formalities of notice if the resolutions are
adopted in writing or electronically, unless a shareholder or
his representative request an oral deliberation.
Article 12
Placing of items
on the agenda
1
Shareholders representing shares with an aggregate par
value of at least USD 62,500 may submit requests for items
to be placed on the agenda for consideration by the
Gen-
eral Meeting or that motions relating to agenda items be in-
cluded in the notice to convene the General Meeting. Their
requests for agenda items or motions shall be submitted in
writing within the deadline published by the Corporation
and specify the requests for agenda items or motions to be
put forward.
2
No resolutions may be passed concerning items which
have not been duly placed on the agenda, except on a mo-
tion put forward at the General Meeting to call an Extraor-
dinary General Meeting or a motion for a special investiga-
tion to be carried out.