Page 159 - Albanian law on entrepreuners and companies - text with with commentary

b) the total number of shares and voting rights at the date of the announcement
(including separate totals for each class of shares where the company’s capital is divided
into two or more classes of shares);
c) any documents to be submitted to the General Meeting;
(4) In case of a joint stock company with many shareholders, the General Meeting
may be convened also by publication of the information required by this Article in a
national daily newspaper.

Comments:

The competence to convene the General Meeting normally lies with the Managing
Directors, unless the Law provides otherwise, Article 136 (2). Electronic means now play an
important role for both, pre-meeting communications and participation of absentee
shareholders, Articles 137 (1) and 142. As regards pre-meeting communication, the Law
allows e-mail messages to replace those by ordinary mail. Article 142 provides for a
definition of electronic means used during the General Meeting. ‘Presence’ can be established
by using ‘electronic means’, Article 144 (1) 2. The definition was introduced by Directive

2007/36/EC on Shareholders’ rights in listed companies and extended by the Albanian law
makers to all company forms. 147

Article 138
Agenda
(1) The agenda published in accordance with Article 137 shall include decision
proposals for each item which the General Meeting is to decide on.
(2) If the General Meeting is to decide on amendments to the Statute, the text of
draft amendments shall accompany the publication of the agenda.
(3) Any question concerning the agenda asked by a shareholder in writing not later
than eight days before the General Meeting shall be answered by the Managing
Directors in writing.
(4) A General Meeting may be held without complying with the formalities of this
Article and Article 137, if it is attended by all the shareholders and if no shareholder has
any objections to its being held.

Comments:

147 In this respect, it is interesting to compare the definition of electronic means during the General Meeting with the
definition of electronic means used for the delivery of information when filing registration requests, which was
introduced by the new paragraph 8 of the 2003 revision of the First Directive: “For the purposes of this Article, ‘by
electronic means’ shall mean that the information is sent initially and received at its destination by means of electronic
equipment for the processing (including digital compression) and storage of data, and entirely transmitted, conveyed and
received in a manner to be determined by Member States by wire, by radio, by optical means or by other electromagnetic
means.” The latter definition would have fitted to the pre-meeting communication of Article 137 (1); but in order to
avoid two definitions of ‘electronic means’, Article 137 (1) simply uses the term ‘e-mail’ and uses ‘electronic means’
only for the communication during the Meeting.
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