Calling of a General Meeting and Information to be Published
Calling of a General Meeting and Information to be Published. This article from Corporate Governance Recommendations prepared on the basis of Estonian legislation, structure of shareholders of Issuers acting in Estonia and taking into account the main problems that arise in company management.
These Corporate Governance Recommendations are to be carried out primarily by companies whose shares have been admitted to trading on a regulated market operating in Estonia ("Issuers"), except for investment funds registered as public limited companies.
Other companies may also choose to comply with these Corporate Governance Recommendations and shareholders and partners of such companies are encouraged to follow these principles upon organizing their management and management control of the company.
Clause 1
Notice calling the General Meeting shall be sent to shareholders and/or published in daily national newspaper concurrently with making it available on the Issuer’s website.
The Issuer shall notify shareholders regarding the calling an extraordinary General Meeting immediately after deciding to call the General Meeting. The notice shall indicate the reason for calling the Extraordinary Meeting and who made the proposal to call it (e.g., management board, supervisory board, shareholders or auditor). Information concerning the Extraordinary Meeting shall be immediately published on Issuer’s website.
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Clause 2
The Management Board and Supervisory Board shall deliver all information available to them or essential information provided to them necessary for passing a resolution at the General Meeting to shareholders concurrently with the notice of calling the General Meeting.
Issuers shall provide the reasons for calling the General Meeting and explanations for items included on the agenda, determining changes essential to shareholder (for instance changing the articles of association, issuance of additional shares or other securities associated with shares or extraordinary transactions the content of which is the sale of all or a majority of the assets or the company or which are concluded with a person related to the Issuer). If the General Meeting is called by shareholders, the Supervisory Board or auditor or if an item has been entered on the agenda at the request of the Management Board or a shareholder, the bodies or persons requesting the calling of General Meeting or entering an item on the agenda shall provide their reasons and explanations.
The shareholders shall be permitted to examine information regarding questions shareholders have presented to the Issuer in connection with the holding of the General Meeting if this information is connected with an agenda item of the General Meeting. The Management Board or Supervisory Board has the right to withhold this information, if this is in contravention of the Issuers interests. Is such case, the Management Board and Supervisory Board shall justify the withholding of the information.
Information to shareholders must also be provided in Estonian.
Clause 3
The Management Board shall publish on the Issuer’s website the essential information connected with the agenda provided to it or otherwise available concurrently with compliance with the General Meeting calling requirements provided by law.
Depending on the General Meeting agenda the essential information shall be deemed the profit distribution proposal, draft articles of association together with an indication of the proposed amendments; essential conditions and agreements or draft contracts issuance of securities or other transactions connected with the company (e.g., merger, sale of property etc.), information regarding candidates for Supervisory Board members or auditors etc.
Information shall be published concerning a Supervisory Board member candidates’ participation in supervisory boards, management boards or the management of other companies.
Clause 4
Within a reasonable period of time prior to holding a General Meeting the Supervisory Board shall publish its proposed agenda items on the Issuer’s website.
If shareholders make substantive proposals to items on the agenda or proposals diverging from those of the Supervisory Board prior to the General Meeting the Issuer shall publish the proposals on its website.
