convening of a (shareholders’) meeting

In the Netherlands the board and the supervisory board are authorised to convene a shareholders’ meeting. This authority may also be granted to others in the articles of association A document, drawn up when a Dutch company or legal person is set up, and which regulates the operations of the company and defines its purpose.
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Articles of Association
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The shareholders may request the board and the supervisory board to convene a meeting as well. The request must be done by one or more shareholders who solely or together represent at least 1% of the subscribed capital (unless otherwise provided in the articles of association).

The Dutch Civil Code sets requirements to the manner and period for convening a meeting. First of all the meeting must be convened by notice sent to the addresses of the members as listed in the membership register. The notice may also be send by email, provided that the shareholder has given approval for this mode.

Secondly the notice convening a meeting must state the subjects to be considered. This is called the agenda. Finally meetings must be convened at least 8 days in advance.

If these requirements are not met, the resolutions adopted on the meeting are in principle subject to annulment. Only if all those entitled to attend the meeting have agreed with the resolution and the board and the supervisory board have had the opportunity to submit an opinion on the matter, the resolutions can be deemed as legally valid.

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