Page 295 - Albanian law on entrepreuners and companies - text with with commentary

vote in my/our name[s] and on my/our behalf at the General Meeting of the company to be
held on ............ 20............, and at any adjournment thereof.
Signed on ............ 20.............”.
(2) Where it is desired to afford shareholders an opportunity of instructing the proxy how
he/she shall act the appointment of a proxy shall be in the following form (or in any other
form which is usual or which the Managing Directors may approve):
“...........ShA............
I/We, ............, of ............, being a shareholder/shareholders of the above-named company,
hereby appoint ............ of ............, or failing him/her ............ of ............, as my/our proxy to
vote in my/our name[s] and on my/our behalf at the General Meeting of the company, to be
held on ............ 20............, and at any adjournment thereof.
This form is to be used in respect of the resolutions mentioned below as follows:
Resolution No. 1 *for *against
Resolution No. 2 *for *against.
(*Strike out whichever is not desired).
Unless otherwise instructed, the proxy may vote as he/she thinks fit or abstain from voting.
Signed this ............ day of ............ 20.............”.
(3) The written appointment of a proxy or a copy of such authority certified notarially or in
some other way approved by the Managing Directors shall be deposited at the company seat
or at such other place within Albania as is specified in the notice convening the meeting or
in any invitation to appoint a proxy sent out by the company in relation to the meeting. The
appointment must be deposited not less than 48 hours before the time for holding the
meeting or adjourned meeting at which the appointed proxy is supposed to vote.
(4) In the case of an appointment contained in an electronic communication to the electronic
address established by Article 4 (3) of this Statute, the appointment must be received at this
address not less than 48 hours before the time for holding the meeting or adjourned meeting
at which the appointed proxy is supposed to vote;.

Article 17: Nomination of Independent Certified Statutory Auditors
(1) The General Meeting, on proposal of the Supervisory Board, nominates one or more
natural persons or an audit firm to be the company’s independent certified statutory auditors
for three consecutive years in accordance with Article 135 (2) no. 4 of the Law. The
nomination shall be individually the subject of an ordinary resolution which, if passed leads
to the election of the nominated person as Statutory Auditor.
(2) During the term of appointment, the Statutory Auditors may only be dismissed on
reasonable grounds. Divergence of opinions on accounting treatments or audit procedures
proper shall not be proper grounds for dismissal.
(3) The Statutory Auditor or audit firm shall report to the Supervisory Board’s audit
committee as of Article 20 (3) of this Statute on key matters arising from the statutory audit,
and in particular on material weaknesses in internal control in relation to the financial
reporting process.

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