Pursuant to the Swedish Companies Act, the general meeting is the Company’s supreme decision-making body and shareholders exercise their voting rights at such meetings.
The annual general meeting must be held within six months of the end of each preceding financial year to consider, among other things, statutory accounts and reports, disposition of profit or loss and discharging the Board of Directors from liability. The Company’s articles of association stipulate that notices convening the annual general meeting shall be published in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and be made available on the Company’s website. In addition, the publication of such notice must be announced in the Swedish daily newspaper [Svenska Dagbladet]. The notice convening the annual general meeting must be published no earlier than six weeks and no later than four weeks prior to the meeting.
Extraordinary general meetings are held when the Board of Directors considers such meetings appropriate or when either the auditor or shareholders representing at least one-tenth of all issued shares request such meeting in writing for a specified purpose. A notice convening an extraordinary general meeting will be announced in the same manner as the notice to the annual general meeting described above. Pursuant to the Swedish Companies Act, a notice convening an extraordinary general meeting must be made no earlier than six weeks and no later than four weeks prior to the date of the extraordinary general meeting if the general meeting will decide on a proposed amendment of the articles of association. To any other extraordinary general meeting the notice convening the meeting must be announced no earlier than six weeks and no later than three weeks prior to the date of the meeting.
Pursuant to the Swedish Companies Act, a general meeting may not adopt any resolution that is likely to give undue advantage to a shareholder or a third party to the detriment of the Company or another shareholder of the Company.
Right to participate in general meetings
Shareholders who wish to participate in a general meeting must be included in the share register maintained by Euroclear Sweden as of six banking days prior to the meeting, and notify the Company of their participation no later than the date stipulated in the notice convening the meeting.
Shareholders may attend a general meeting in person or by proxy and may be accompanied by a maximum of two assistants. Typically, it is possible for a shareholder to register for the general meeting in several different ways as indicated in the notice of the general meeting.
A shareholder may vote for all shares owned or represented by the shareholder.
Shareholders who wish to have a matter brought before the general meeting must submit a written request to the Board of Directors. Such a request must normally be received by the Board of Directors no later than seven weeks prior to the general meeting.