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§ 290. Nature of general meeting
- (1)
- Shareholders shall exercise their rights in a public limited company at the general meeting of shareholders.
- (2)
- The general meeting of shareholders is the highest directing body of a public limited company.
§ 291. Annual general meeting
- (1)
- An annual general meeting shall be held once a year.
- (2)
- The management board shall call the annual general meeting pursuant to the procedure and at the time prescribed by the articles of association but not later than six months after the end of the financial year.
§ 292. Special general meeting
- (1)
-
The management board shall call a special general meeting if:
- 1)
-
the net assets of the public limited company are less than one-half of the share capital or less than the amount of share capital specified in § 222 of this Code or other minimum amount of share capital provided by law;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 2)
- this is demanded by shareholders whose shares represent at least one-tenth of the share capital; or
- 3)
-
this is demanded by the supervisory board or the auditor.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
-
If the management board does not call a general meeting within one month after receipt of a demand from the shareholders, the supervisory board or the auditor, the shareholders, the supervisory board or the auditor have the right to call the general meeting themselves.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
- A special general meeting shall not be called if the time between becoming aware of the decrease of assets or submission of the demand and the annual general meeting is less than two months.
§ 293. Agenda of general meeting
- (1)
-
The agenda of a general meeting shall be determined by the supervisory board. If the general meeting is called by the shareholders or the auditor, they shall also determine the agenda of the general meeting.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773; 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
-
The management board or shareholders whose shares represent at least one-tenth of the share capital may demand the inclusion of a certain issue on the agenda. A demand shall be submitted before the notice to shareholders of the general meeting is sent or published.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (3)
- An issue which is initially not on the agenda of a general meeting may be included on the agenda with the consent of at least nine-tenths of the shareholders who participate in the general meeting if their shares represent at least two-thirds of the share capital.
§ 294. Notice calling general meeting
- (1)
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The management board shall send a notice of a general meeting to shareholders who have registered shares. The notice shall be sent to the address entered in the share register by registered mail. If the public limited company has more than 100 shareholders, notices need not be sent to the shareholders, however a notice of the general meeting shall be published in at least one daily national newspaper.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
- (Repealed - 14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
- (3)
-
Notice of an annual general meeting shall be given at least three weeks in advance unless the articles of association prescribe a longer term. Notice of a special general meeting shall be given at least one week in advance unless the articles of association prescribe a longer term.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (4)
-
A notice calling a general meeting shall set out:
- 1)
- the business name and seat of the public limited company;
- 2)
- the time and place of the general meeting;
- 3)
- a notation with regard to whether the meeting is annual or special;
- 4)
- the agenda of the general meeting;
- 5)
- other important circumstances related to the general meeting.
- (5)
- A notice calling an annual general meeting shall indicate the place the annual report is available for examination.
§ 295. Place of general meeting
A general meeting shall be held at the seat of the public limited company unless the articles of association prescribe otherwise.
§ 296. Violation of procedure for calling general meeting
If the requirements of law or of the articles of association for calling a general meeting are violated, the general meeting shall not have the right to adopt resolutions except if all the shareholders participate in or all the shareholders are represented at the general meeting.
§ 297. Procedure of general meeting
- (1)
-
A general meeting may adopt resolutions if over one-half of the votes represented by shares are present unless the articles of association prescribe a greater representation requirement.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
-
If the votes specified in subsection (1) of this section are not represented at the general meeting, the management board shall, within three weeks but not earlier than after seven days, call another meeting with the same agenda. The new general meeting is competent to adopt resolutions regardless of the votes represented at the meeting.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
-
A list of shareholders who participate at the general meeting which shall set out the names of the shareholders who participate in the meeting, the number of votes attaching to their shares and the names of the representatives of shareholders shall be prepared at a general meeting. The list shall be signed by the chair and recording secretary of the meeting and by the shareholders participating in the general meeting or their representatives; the authorisation documents of representatives shall be appended to the minutes of the general meeting.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (4)
- A shareholder in person or a representative of a shareholder who has been granted an authorisation document in writing may participate in a general meeting. The participation of a representative shall not deprive the shareholder of the right to participate in the general meeting.
§ 298. Competence of general meeting
- (1)
-
A general meeting is competent to:
- 1)
- amend the articles of association;
- 2)
- increase and reduce share capital;
- 3)
- issue convertible bonds;
- 4)
- elect and remove members of the supervisory board;
- 5)
- elect an auditor;
- 6)
- designate a special audit;
- 7)
- approve the annual report and distribute profit;
- 8)
-
decide on dissolution, merger, division or transformation of the public limited company;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 9)
-
decide on assertion of a claim against a member of the management board or supervisory board, or a shareholder, on conclusion and terms and conditions of a transaction with a member of the supervisory board, and on the appointment of a representative of the public limited company in such claim or transaction;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773; 22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
- 10)
- decide on other matters placed in the competence of the general meeting by law.
- (2)
-
A general meeting may adopt resolutions on other matters related to the activities of the public limited company on the demand of the management board or supervisory board. The shareholders shall be solidarily liable in the same manner as members of the management board or supervisory board for damage caused by resolutions adopted under such conditions.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 299. Resolution of general meeting
- (1)
-
A resolution of a general meeting shall be adopted if over one-half of the votes represented at the general meeting are in favour unless the law or the articles of association prescribe a greater majority requirement. In the cases provided by law or prescribed by the articles of association, the support of the owners of special classes of shares, to the extent prescribed by law or the articles of association, shall also be required for the adoption of a resolution.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
- In the election of a person at a general meeting, the candidate who receives more votes than the others shall be deemed to be elected. Upon an equal division of votes, lots shall be drawn unless the articles of association prescribe otherwise.
- (3)
- The list of shareholders referred to in subsection 297 (3) of this Code shall serve as the basis for the calculation of votes.
§ 300. Resolution on amendment of articles of association
- (1)
-
A resolution on amendment of the articles of association shall be adopted if at least two-thirds of the votes represented at a general meeting are in favour unless the articles of association prescribe a greater majority requirement. If a public limited company has several classes of shares, a resolution on amendment of the articles of association shall be adopted if, in addition to the provisions of the first sentence, at least two-thirds of the votes represented at the general meeting of each class of share are in favour unless the articles of association prescribe a greater majority requirement.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
-
A resolution on amendment of the articles of association shall enter into force as of the making of a corresponding entry in the commercial register. The resolution of the general meeting on amendment of the articles of association, the minutes of the general meeting and the new text of the articles of association shall be appended to the petition submitted to the commercial register.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 301. Decrease of assets
If the net assets of a public limited company are less than one-half of the share capital, or less than the amount of share capital specified in § 222 of this Code or another minimum amount of share capital provided by law, the general meeting shall decide on:
- 1)
-
a reduction or increase of share capital on the condition that the net assets would thereby form at least one-half of the share capital and at least the share capital specified in § 222 of this Code or other minimum share capital provided by law; or
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- 1
-
the implementation of other measures as a result of which the net assets of the public limited company would form at least one-half of the share capital specified in § 222 of this Code or other minimum share capital provided by law;
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- 2)
-
dissolution, merger, division or transformation of the public limited company; or
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941; 22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
- 3)
-
submission of a bankruptcy petition.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 302. Invalidation of resolution of general meeting
On the petition of a shareholder or a member of the management board or supervisory board, a court may declare invalid a resolution of a general meeting which is in conflict with the law or the articles of association if the petition is filed within three months after adoption of the resolution.
§ 303. Restriction on right to vote
- (1)
-
A shareholder shall not vote if release of the shareholder from obligations or liabilities, assertion of a claim against the shareholder or conclusion of a transaction between the shareholder and the public limited company, or appointment of a representative of the public limited company in such claim or transaction, is being decided. The votes of such shareholder shall not be taken into account in the determination of representation.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
-
The provisions of subsection (1) of this section shall not apply to the conclusion of a transaction if the public limited company has a single shareholder. In such case agreements concluded between the private limited company and the single shareholder shall be in writing.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 304. Minutes of general meeting
- (1)
-
Minutes shall be taken of a general meeting. The minutes shall set out:
- 1)
- the business name and seat of the public limited company;
- 2)
- the time and place of the meeting;
- 3)
- the names of the chair and secretary of the meeting;
- 4)
- the agenda of the meeting;
- 5)
- the resolutions adopted at the meeting together with the voting results;
- 6)
-
on the demand of a shareholder who maintains a dissenting opinion with regard to a resolution of the meeting, the content of the shareholders dissenting opinion;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 7)
- material circumstances at the general meeting.
- (2)
- Written proposals and petitions submitted to the general meeting and the list of shareholders who participate in the meeting shall be appended to the minutes. The minutes shall be signed by the chair and secretary of the meeting. A dissenting opinion shall be signed by the person who presents it.
- (3)
- The minutes shall be made accessible to the shareholders after seven days after the end of the general meeting.
- (4)
- A shareholder has the right to obtain a copy of the minutes of the general meeting or a copy of a part thereof.
- (5)
- The minutes of the general meeting together with the notices of the meeting and the list of shareholders who participate in the meeting shall be maintained at the seat of the public limited company.
- (6)
-
On the demand of the management board, supervisory board or shareholders whose shares represent at least one-tenth of the share capital, the minutes of the general meeting shall be notarised.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (7)
-
The minutes of the general meeting of a public limited company shall be notarised if a resolution of the general meeting is the basis for the election or removal of a member of the supervisory board, or for amendment of the articles of association with regard to the supervisory board. This requirement shall not apply if the public limited company has a single shareholder.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 305. General meeting of single member public limited company
If a public limited company has one shareholder, the shareholder has all the rights of the general meeting.
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