According to the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen), the shareholders’ meeting is the Company’s ultimate decision-making body. At the shareholders’ meeting, the shareholders exercise their voting rights in key issues, such as the adoption of income statements and balance sheets, appropriation of the Company’s results, discharge from liability of members of the board of directors and the CEO, election of members of the board of directors and auditors and remuneration to the board of directors and the auditors.
The annual shareholders’ meeting must be held within six months from the end of the financial year. In addition to the annual shareholders’ meeting, extraordinary shareholders’ meetings may be convened. According to the articles of association, shareholders’ meetings are convened by publication of the convening notice in the Swedish National Gazette (Sw. Post- och Inrikes Tidningar) and on the Company’s website. At the time of the notice convening the meeting, information regarding the notice shall be published in Svenska Dagbladet.
Right to participate in shareholders’ meetings
Shareholders who wish to participate in a shareholders’ meeting must be included in the shareholders’ register maintained by Euroclear Sweden on the day falling five workdays prior to the meeting, and notify the Company of their participation no later than on the date stipulated in the notice convening the meeting. Shareholders may attend the shareholders’ meetings 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 shareholders’ meeting in several different ways as indicated in the notice of the meeting. A shareholder may vote for all Company shares owned or represented by the shareholder.
Shareholders who wish to have a matter brought before the shareholders’ meeting must submit a written request to the board of directors. Such request must normally be received by the board of directors no later than seven weeks prior to the shareholders’ meeting.