For an AG, a general meeting must be held each year within
eight months of the end of the fiscal year and is convened by
the board of management. The meeting is normally held in
Germany at the place where the AG has its registered offce.
In addition, the board of management, the supervisory board,
or shareholders holding at least one twentieth of the registered
share capital have the right to call an extraordinary general
meeting. The statutory rights of the general meeting include
decisions regarding the appointment of members of the
supervisory board, the appropriation of profts, formal approval
of the board members (management and supervisory) with
respect to their activities during the preceding financial year,
the appointment of auditors, amendments to the articles of
incorporation, reorganizations, and the liquidation of the AG.
Decisions are made by a simple majority of votes (more than
– the law mandates a greater majority, e. G. 75% to amend the
articles or to increase or decrease share capital;
– the law requires the consent of certain shareholders, e. G. The
consent of preferred shareholders whenever their rights are
– the articles provide otherwise.