Page 158 - Albanian law on entrepreuners and companies - text with with commentary

(4) The General Meeting shall be convened where there is a proposal to sell or
otherwise dispose of assets amounting to more than 5% of the company’s assets as
indicated in the last certified financial statements. Where such a proposal involves a
person named in paragraphs 2 and 3 of Article 13, paragraph 4 of Article 13 applies.
(5) The General Meeting will be convened when the company, within the first 2
years after registration, proposes to purchase assets which belong to a shareholder and
which amount to more than 5% of the company’s assets as indicated in the last certified
financial statements.
(6) Where the situations described in paragraphs 3 to 5 arise, an independent
auditor’s report shall be presented to the General Meeting.
(7) The rule of paragraph 6 does not apply if the purchase as of paragraphs 4 and
5 is made on the stock market or as part of the everyday activities of the company,
carried out under normal conditions.
(8) In circumstances set out in paragraphs 3 to 5 above, the General Meeting may
pass an advisory resolution approving or condemning the conduct of the management.

Article 137
Method of Convening
(1) The General Meeting shall be convened by letter or, if so provided by the
Statute, by electronic mail. The letter or mail and the agenda for the meeting must be
delivered to all members not later than 21 days before the scheduled date of the meeting.
(2) The announcement must contain:
a) The company name, the registered office, place and time of the General
Meeting;
b) A clear and precise description of the procedures that shareholders must
comply with in order to be able to participate and to cast their vote in the General
Meeting including:
(i) the rights available to shareholders under Article 139;
(ii) the procedure for voting by proxy and any forms to be used to vote by
proxy and the means by which the company is prepared to accept electronic
notifications of the appointment of proxy holders; and
(iii) the procedures for casting votes by correspondence or by electronic means;
c) An indication where and how the full, unabridged text of the documents and
draft resolutions referred to in paragraphs 1 and 2 of Article 138 may be obtained;
ç) The address of the website on which the information referred to in this Article
will be made available.
(3) 21 days before the day of the General Meeting and including the day of the
meeting, the company shall make available to its shareholders on its website at least the
following information:
a) the announcement referred to in paragraphs 1 and 2 of this Article;

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