The General Meeting (“GM”) is the supreme authority of a Nicaraguan Stock Corporation and is part of an organizational structure together with the Board of Directors (“BoD”).

Division of Duties: The GM has the authority to perform any act on behalf of the Company and may appoint all type of Power of Attorneys. It can also, among other authorities, remove BoD members from their seats, declare the distribution of dividends, discuss and resolve motions presented by the BoD or one or more Shareholders, approve the change of domicile of the Company, assign payments to BoD and amend the Bylaws.

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Composition: The GM must consist of a minimum of two Shareholders, no maximum applies. Shareholders can be either natural persons or legal entities. The legal quorum for resolutions is at least single majority vote of the Shares present or represented at the GM. The Quorum can be increased in the Bylaws and can be differentiated for different type of resolutions.

Appointment/Dismissal Competence: The General Meeting appoints the BoD by single majority vote, unless it is otherwise established in the Articles of Incorporation (“AoI”) and the Bylaws. The Bylaws must establish the percentage of votes the GM requires to remove a BoD member from its seat.

Alternates: If a Shareholder cannot or does not wish to attend a GM in person, he or she may assign an appointee by means of a Proxy Letter.

NB! The processes for appointment and dismissal to the General Meeting are not described in more detail at the LCB site.