Page 264 - Albanian law on entrepreuners and companies - text with with commentary

of the share, except that he/she shall not, before being registered in the company’s share
registry as the holder of the share, be entitled in respect of it to attend or vote at any meeting
of the company or at any separate meeting of the holders of any class of shares in the
company.

Article 12: Increase and Reduction of Share Capital
(1) The Managing Director(s) may, for a maximum of three years from registration of the
company, increase the basic capital up to ….. [specify sum]. On expiry of this term the
permission must be renewed by qualified resolution of the General Meeting.
(2) Where new shares are issued the existing shareholders shall be offered the shares before
any new shareholders in accordance with Article 174. The offer of new shares shall be made
to shareholders on the basis of the number of shares held before the new offer. The offer to
existing shareholders must be accepted within 20 days.
(3) Any shares which, at the passing of the resolutions as of paragraph 1, have not been
taken or agreed to be taken by any person may be withdrawn and the share capital reduced
by the amount of the shares so withdrawn
(4) The General Meeting may, by qualified resolution as of the second sentence of
paragraph 1, reduce its share capital in conformity with the Law.

Title III
General Meetings

Article 13: Convening General Meetings
(1) The Managing Directors may call General Meetings and must do so at least twice every
year. The Supervisory Board shall convene the General Meeting in cases where a meeting is
required by Article 136. The Managing Directors shall immediately call a General Meeting
if requested to do so by the shareholders qualified under Article 139 (1) of the Law.
(2) General Meetings shall be called by a letter or electronic mail addressed to each of the
shareholders, including the representative of shares held jointly. The notice of meeting must
give at least twenty-one clear days’ notice. PIN numbers to enable electronic participation in
the meeting and voting shall be issued to each shareholder with the notice of the meeting.
(3) The accidental omission to give notice of a meeting to, or the non-receipt of notice of a
meeting by any person entitled to receive notice shall invalidate proceedings at that meeting
unless the company proves that the person gave incorrect contact details to the company.

Article 14: Proceedings at General Meetings
(1) No business shall be transacted at any meeting unless the legal quorum as of Article 144
of the Law is present. Shareholders or proxies may be present by electronic means,
including conference calls, whether audio or audio-visual in accordance with Article 142.
Shareholders participating by electronic means shall be entitled to vote on the production of
a PIN number issued to each shareholder together with the notice of the General Meeting.

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