Procedure of the Annual General Meeting of the AG in Germany
From Admission Control to General Debate and Voting to Closing the Meeting
For many shareholders in Germany, the annual general meeting, and in particular the actual conduct of the meeting, is a book with seven seals. This applies in particular to the annual general meetings of listed stock corporations (DAX, MDAX, SDAX). However, shareholders of smaller (i.e. non-listed) german stock corporations are also often unfamiliar with the legal requirements for holding the general meeting.
Our Legal Expertise for the Annual General Meeting
Our highly qualified and specialized team of attorneys and specialists in german corporate law at our offices in Hamburg, Berlin, Munich, Frankfurt and Cologne can advise you on all matters relating to the annual general meeting.
Members of our team are also academically involved in german stock corporation law, so we have special know-how in this area. Your first contact persons are:
- Dr. Ronny Jänig, LL.M. (Durham), Attorney at law, Certified specialist for corporate law
- Finn Dethleff, Attorney at law
- Dr. Jens Nyenhuis, LL.M. (Cape Town) Attorney at law, Certified specialist for corporate law
We are one of only a few law firms with many years of experience in advising clients on german corporate law.
Please do not hesitate to contact us directly by telephone or e-mail or simply use the contact form at the bottom of this page.
Our Consulting Services for Shareholders, Management Boards and Supervisory Boards
Our advisors support management boards, supervisory boards and shareholders primarily on the following topics relating to the annual general meeting:
- Preparation of the annual general meeting for AGs and shareholders
- Support for the management board on issues relating to the annual general meeting
- Scope of rights and powers of the chairman of the meeting
- (Permissible) restriction of shareholders' rights at the annual general meeting
- Shareholders' right to ask questions and obtain information, questionnaires
- Advising the chairman of the meeting BEFORE, DURING and AFTER the shareholders' meeting
- Preparation of a guideline for the chairman of the meeting
- Individual questions on the minutes of the annual general meeting and their publication
How does a Annual General Meeting proceed? Typical course in Germany
Not every annual general meeting in Germany is the same as another. This applies to listed companies as well as to non-listed german stock corporations. However, in german practice, annual general meetings usually have the following typical course of events:
- Admission, admission control by the chairman of the meeting
- Establishment of formalities
- Type and manner of debate (general debate vs. individual debate)
- Video/sound transmission
- Report of the supervisory board
- Report of the management board
- General debate
- Explanation of voting procedure, voting
- Closing of the meeting
Chairman of the Meeting in Germany
The chairman of the meeting plays a central role in the annual general meeting in Germany. He or she steers the meeting, allows questions from shareholders (or not) and counts the votes of shareholders (or not, due to voting prohibitions). In order not to lose the overview, it is advisable for the chairman of the meeting to have a guideline for the general meeting. These should also provide for alternative scenarios.
The chairman of the meeting is usually the chairman of the supervisory board, as the articles of association of many german stock corporations designate the chairman of the supervisory board as chairman of the meeting.
You can read more about the chairman of the meeting on our special page.
Admission, Admission Control by the Chairman of the Meeting
The chairman of the meeting in Germany is responsible for ensuring that only shareholders, shareholder representatives and any guests admitted attend the annual general meeting. The participants will be noted in the list of participants.
If registration or deposit of shares is required for participation in the annual general meeting, these circumstances are usually checked in advance. The necessary entry in the share register or any voting proxies are checked on site.
The chairman of the meeting does not have to check admission personally. Particularly in the case of german stock corporations with a large group of shareholders, the chairman of the meeting uses auxiliary persons for the admission control, who are to be provided by the management board.
The chairman of the meeting is also at liberty to have separate checks carried out in accordance with the circumstances (security checks "airport standard").
Opening, Establishment of Formalities
The annual general meeting in Germany usually begins with the opening by the chairman of the meeting, who also introduces himself in person. This is immediately followed by the determination of the formalities by the chairman of the meeting. These include the following points:
- Presentation of the certifying notary
- Determination of the convening / invitation in due form and time
- Presence / absence of members of the management board and supervisory board
Regulations governing the conduct of the meeting in Germany
A not insignificant, seemingly banal aspect in german practice is the determination of the attendance area by the chairman of the meeting. This is the spatial area in which the shareholders can move freely without having to go through another admission check.
It is also customary for the chairman of the meeting to determine the manner in which the shareholders debate (discuss) the items on the agenda. Contrary to what one might expect, the general debate is the usual manner of discussion. The discussion and debate do not take place on each individual item, but rather as a block, so to speak - following this, the resolutions are then adopted one after the other.
If the articles of association of the german AG or the rules of procedure of the shareholders' meeting provide that the chairman of the meeting decides on the video and audio transmission of the shareholders' meeting (Art. 118 para. 4 AktG), the chairman of the meeting makes the decision on this at the shareholders' meeting.
It is customary for the chairman of the meeting in Germany to announce at this early stage of the annual shareholders' meeting how the shareholders' questions (Art. 131 AktG) will be dealt with (registration of questions, list of speakers, list of requests to speak). This makes sense as the management board can better prepare the answers to the questions and thus provide the shareholders with a more well-founded basis for decision-making.
Report of the Management Board
This formal part is followed by the so-called report of the management board. This management board report in Germany refers to the documents to be presented to the shareholders:
- Annual financial statements
- Individual financial statements approved by the Supervisory Board
- Management report
- The management board's proposal for the appropriation of net income
- If relevant: Consolidated financial statements, Group management report
Report of the Supervisory Board
The supervisory board also reports to the annual general meeting on its activities. The basis for its report is the report of the supervisory board submitted to the shareholders as part of the invitation to the annual general meeting.
General Debate - Debate, Questions from Stockholders and Discussion
The reports of the management board and supervisory board are usually followed by the general debate in Germany. Depending on the (economic) situation of the german company and the items on the agenda, this part of the annual general meeting may be less or more tense. In listed german stock corporations in particular, shareholders use the general debate to "settle accounts" with management.
Thus, the management board, which has to answer the shareholders' questions, is not infrequently faced with a multitude of questions. Some shareholders appear with entire catalogs of questions comprising 50 or 100 questions. Frequently, these question catalogs are also made available to the management board in advance of the annual general meeting.
Against this background, the following aspects can play a major role at the annual general meeting in Germany:
- Decision on the order of voting
- Limitation of the list of speakers (shareholders)
- Limitation of question time, speaking time
- Questions and their admissibility
- Shareholders' questions vs. business secrets of the AG
- Additional substantive motions (items for resolution)
- Countermotions by shareholders
- Discharge of individual members of the management board / discharge of the supervisory board as a whole
- End of the debate (closing)
The chairman of the meeting is the focus of all these aspects. He must make decisions. He is assisted in this by appropriate guidelines and the back office (employees, legal advisors).
From the shareholders' point of view, the right to ask questions (Art. 131 AktG) naturally plays the decisive role in the annual general meeting in Germany. It is important to know that this only relates to the items on the agenda. In the typical (ordinary) annual general meeting, the questions can therefore usually only cover the past financial year in terms of time. To avoid a loss of rights, shareholders whose questions have not been answered or have not been answered in their entirety should have a corresponding note or objection recorded in the minutes.
More details on shareholders' rights to information on our special page.
Explanation of Voting Procedures in Germany, Voting
After the end of the stockholders' discussion, the chairman of the meeting will explain / determine the following items:
- Voting points (resolution items)
- Voting procedure
- Voting sequence
- Voting prohibitions (Art. 136 AktG)
- Method of determining the voting results (addition method, subtraction method)
- Method of counting
After determining the result of the vote, the chairman of the meeting announces the result and adopts the resolution (adoption of the resolution).
Closing of the Meeting
Once the shareholders have "worked through" all the items on the agenda, the chairman of the meeting draws their attention to the possibility of declaring an objection to individual agenda items/resolutions for the record. The objection is relevant with regard to an action against resolutions of the annual shareholders' meeting. The chairman of the meeting then formally ends the shareholders' meeting.
Role of the Notary Public at the Annual General Meeting, Minutes of the Annual General Meeting
In principle, general meetings in Germany must be notarized. This applies without exception to listed companies. In this respect, the notary also signs the minutes of the general meeting.
If the german company is not listed on the stock exchange, it is sufficient for the minutes of the general meeting to be signed by the chairman of the meeting. However, if resolutions are passed in a non-listed german stock corporation for which the german law requires a three-quarters or greater majority, the relevant general meetings must also be notarized by a notary public.
Minutes of the Annual General Meeting - german Commercial Register and Publication
Immediately after the annual general meeting, the management board of a listed german stock corporation must submit a publicly certified copy of the minutes of the annual general meeting, together with the annexes, to the commercial register.
The management board of a non-listed german stock corporation also has a corresponding duty to submit the minutes. If certification was not required in this case, a copy signed by the chairman of the meeting (and, as a precaution, by the chairman of the supervisory board) is sufficient.
Listed german stock corporations must also publish the results of the voting on their website within 7 days of the annual general meeting.