Question discussed at the 2008 general meeting
Pursuant to Article 64 of the Statutes, the two largest shareholders present who are not part of the administration and who accept this duty are appointed as scrutineers at the general meeting of shareholders.
The task of the scrutineers is to ensure that voting is properly conducted. They also sign the minutes of the general meeting.
At the ordinary general meeting on 31 March 2008, one shareholder challenged the appointment of the second largest shareholder as scrutineer and put himself forward as a candidate. He claimed that this scrutineer could not be accepted because he had signed the minutes of the ordinary general meeting of 26 March 2007, whereas those minutes wrongly stated that the question session had ended after all the questions had been raised.
The minutes have to record the relevant facts which make it possible to assess whether the meeting was properly organised, and to check compliance with the required formalities and the validity of the proceedings. These facts, including the way in which the questions session ended, are faithfully recorded in the minutes of the general meeting of 26 March 2007.
Deliberately misconstruing an explicit article of the statutes for the sole purpose of causing an incident at the general meeting cannot be regarded as the ordinary exercise of the right to take part in that meeting.