(1) The general meeting adopts resolutions in the cases expressly determined by law and in the by-laws, particularly as regards the following:
1. the appointment of members of the supervisory board, unless they are to be delegated to the supervisory board or are to be elected as members of the supervisory board representing the employees pursuant to the Employee Co-Determination Act, the Supplementary Co-determination Act, the Act on One-Third Employee Representation in the Supervisory Board, the Act on Employee Co-Determination in the Case of a Cross-Border Merger, or the Act on Employee Co-Determination in the Case of a Cross-Border Change of the Legal Form or of a Cross-Border Division;
2. the appropriation of the net income;
3. the remuneration system and the remuneration report for members of the listed company’s management board and supervisory board;
4. the approval of the actions taken by the members of the management board and of the supervisory board and the granting of discharge to them;
5. the appointment of the statutory auditor;
6. amendments of the by-laws;
7. measures serving the procurement of capital and the reduction of capital;
8. the appointment of auditors who are to audit actions taken and events occurring in the course of the company’s formation or of the conduct of its affairs;
9. the dissolution of the company.
(2) The general meeting may take a decision regarding matters of the conduct of the company’s affairs only if the management board so demands.