According to the Companies Act, the General Meeting is the highest decision-making body of the company. The General Meeting can decide on any matter of the company that does not explicitly fall under the exclusive competence of another corporate body. At the General Meeting, shareholders exercise their voting rights on key issues such as the adoption of the balance sheet and profit and loss account, the appropriation of the company’s profits, the discharge from liability of the members of the Board of Directors and the Managing Director, the election of the members of the Board of Directors and the auditors, and the remuneration of the Board of Directors and the auditors. The annual general meeting must be held annually within six months of the end of the financial year. In addition to the annual general meeting, an extraordinary general meeting may be convened.
Notice of the annual general meeting or extraordinary general meeting at which amendments to the articles of association will be considered shall be issued no earlier than six weeks and no later than four weeks before the general meeting. Notice of any other extraordinary general meeting shall be issued not earlier than six weeks and not later than two weeks before the general meeting. Notice of both the Annual General Meeting and the Extraordinary General Meeting shall be given by advertisement in Post- och Inrikes Tidningar and by making the notice available on the company’s website. The fact that notice has been given shall also be announced in Svenska Dagbladet.
Shareholders who are registered in the company’s share register maintained by Euroclear Sweden on the record date (six banking days prior to the general meeting) and who notify the company of their intention to attend the general meeting no later than the date stated in the notice of the general meeting are entitled to attend and vote at the general meeting, either in person or by proxy. In addition to notifying the company of their intention to attend the general meeting, shareholders whose shares are registered in the name of a nominee, through a bank or other nominee, must request that their shares be temporarily registered in their own name in the share register maintained by Euroclear Sweden in order to be entitled to attend the general meeting. Shareholders may bring one or two assistants to a general meeting, but only if the shareholder notifies the company of the number of assistants in accordance with the procedure for shareholders’ notification of general meetings.
Shareholders who wish to have a matter dealt with at the General Meeting shall send their request in writing to the Board of Directors. Any shareholder of the company who submits a request with sufficient notice is entitled to have the matter dealt with at the general meeting.