Page 165 - Albanian law on entrepreuners and companies - text with with commentary

regulatory context of Article 133 (see above Comments), the Albanian law-maker opted for a
cautious approach here and required the quorum. It must be noted, however, that the
‘impossibility’ to reach that quorum is limited by the introduction of electronic participation,
Article 142. It is much more likely that the quorum will be reached with this new form of
participation.

Article 145
Decision-Making
(1) The General Meeting shall decide by three-quarter majority of votes of
shareholders participating in the voting as set out in Article 144, paragraph 1 on the
amendment of the Statute, the increase or reduction of basic capital, profit distribution,
company restructuring and dissolution, unless the Statute requires a higher majority for
these decisions.
(2) On other matters listed in Article 135, the General Meeting shall decide by
majority of votes of participating members, unless otherwise provided by this Law or
the Statute.
(3) The validity of any decision assigning additional duties to or reducing the rights
of the shareholders as provided by this law, the Statute or an issuing decision, is subject
to the consent of the shareholders concerned, unless otherwise provided by this law.

Article 146
Method of Voting
(1) The General Meeting shall take decisions by open ballot if not otherwise
provided by this law or the Statute.
(2) As regards election and dismissal of the members of the Board of Directors or
Supervisory Board, or, where applicable, of Managing Directors, the General Meeting
shall take decisions by secret ballot if shareholders representing at least 5% of the
company’s basic capital so request.

Article 147
Right to Vote
Each share carries voting rights in accordance with paragraph (1) of Article 122.

Article 148
Exclusion from Voting
(1) A shareholder may not vote if the General Meeting is deciding:
a) if his performance is acceptable;
b) if he will be released from obligations;
c) if the company will pursue any claim against him;

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