(1) Where the management board and the supervisory board have resolved to leave the approval and establishment of the annual financial statements to the general meeting, or where the supervisory board has not endorsed the annual financial statements, the general meeting approves and establishes the annual financial statements. Where the supervisory board of a parent undertaking (section 290 (1) and (2) of the Commercial Code) has not endorsed the consolidated financial statements, the general meeting decides on the endorsement.
(2) The provisions applicable to the manner in which annual financial statements are drawn up are to be applied to the approval and establishment of same. In approving and establishing the annual financial statements, the general meeting may only allocate those amounts to retained earnings that are to be so allocated pursuant to the law or the by-laws.
(3) Where the general meeting amends annual financial statements that have been audited by a statutory auditor by reason of the corresponding statutory duty, any resolutions regarding the approval and establishment of the annual financial statements and the appropriation of profits that are adopted by the general meeting prior to the new audit being performed pursuant to section 316 (3) of the Commercial Code will enter into force only once an unqualified audit report has been issued by reason of the new audit regarding the amendments. The amendments will become null and void if no unqualified audit report is issued regarding such amendments within two weeks of the resolution having been adopted.
Subdivision 2
Appropriation of profits