Chrysler 2015 Annual Report Download - page 95

2015 | ANNUAL REPORT 95
c) the policy of the Company on additions to reserves and on dividends, if any;
d) granting of discharge to the Directors in respect of the performance of their duties in the relevant financial year;
e) the appointment of Directors;
f) if applicable, the proposal to pay a dividend;
g) if applicable, discussion of any substantial change in the corporate governance structure of the Company; and
h) any matters decided upon by the person(s) convening the meeting and any matters placed on the agenda with due
observance of applicable Dutch law.
The Board of Directors shall provide the general meeting of shareholders with all requested information, unless this
would be contrary to an overriding interest of the Company. If the Board of Directors invokes an overriding interest, it
must give reasons.
When convening a general meeting of shareholders, the Board of Directors shall determine that, for the purpose
of Article 19 and Article 20 of the Articles of Association, persons with the right to vote or attend meetings shall
be considered those persons who have these rights at the twenty-eighth day prior to the day of the meeting (the
“Record Date”) and are registered as such in a register to be designated by the Board of Directors for such purpose,
irrespective whether they will have these rights at the date of the meeting. In addition to the Record Date, the notice
of the meeting shall further state the manner in which shareholders and other parties with meeting rights may have
themselves registered and the manner in which those rights can be exercised.
The general meeting of shareholders shall be presided over by the Chairman or, in his absence, by the person chosen
by the Board of Directors to act as chairman for such meeting.
One of the persons present designated for that purpose by the chairman of the meeting shall act as secretary and take
minutes of the business transacted. The minutes shall be confirmed by the chairman of the meeting and the secretary
and signed by them in witness thereof.
The minutes of the general meeting of shareholders shall be made available, on request, to the shareholders no
later than three months after the end of the meeting, after which the shareholders shall have the opportunity to react
to the minutes in the following three months. The minutes shall then be adopted in the manner as described in the
preceding paragraph.
If an official notarial record is made of the business transacted at the meeting then minutes need not be drawn up and
it shall suffice that the official notarial record be signed by the notary.
As a prerequisite to attending the meeting and, to the extent applicable, exercising voting rights, the shareholders
entitled to attend the meeting shall be obliged to inform the Board of Directors in writing within the time frame
mentioned in the convening notice. At the latest this notice must be received by the Board of Directors on the day
mentioned in the convening notice.
Shareholders and those permitted by Dutch law to attend the general meetings of the shareholders may cause
themselves to be represented at any meeting by a proxy duly authorized in writing, provided they shall notify
the Company in writing of their wish to be represented at such time and place as shall be stated in the notice of
the meetings. For the avoidance of doubt, such attorney is also authorized in writing if the proxy is documented
electronically. The Board of Directors may determine further rules concerning the deposit of the powers of attorney;
these shall be mentioned in the notice of the meeting.
The Company is exempt from the proxy rules under the U.S. Securities Exchange Act of 1934, as amended.
The chairman of the meeting shall decide on the admittance to the meeting of persons other than those who are
entitled to attend.