Annual General Meeting

A stock corporation (AG) has a duty to inform its shareholders, which it must fulfill once a year in accordance with the German Stock Corporation Act (AktG). The Annual General Meeting (AGM) is therefore convened annually by the management board of a public limited company.

According to the AktG, the following items may or must be on the agenda of the AGM:

• The Management Board submits an accountability report on the past financial year and informs the shareholders about the economic situation and future development of the company.
• The shareholders appoint the auditors to audit and certify the annual financial statements of the AG.
• The shareholders elect the shareholder representatives who sit on the Supervisory Board (management control body).
• The shareholders vote on the appropriation of profits (amount of dividend, etc.).
• Shareholders vote on capital increase and capital reduction measures that change the share capital of an AG.
• Shareholders vote on amendments to the articles of association of the AG.
• Shareholders vote on conversions, takeovers or mergers with other companies.

At the end of the AGM, the majority of shareholders must approve the actions of the Management Board and Supervisory Board, i.e. express their confidence in them.

Only shareholders of ordinary shares are entitled to vote at the Annual General Meeting.

An Extraordinary General Meeting can be convened under certain circumstances, for example if a short-term restructuring of the stock corporation is necessary.

The Annual General Meeting is legally the supreme management body of a public limited company, but cannot intervene directly in the management of the company. Management is the responsibility of the Executive Board.

AGM dates for companies with a listing on the Frankfurt Stock Exchange can be found here on boerse-frankfurt.de under Dates.