The shareholders exercise their influence in the Company at the general meeting, which is the Company’s highest decision-making body. Every shareholder who is entered in the shareholder register kept by Euroclear and recorded in a CSD register or CSD account on the record date of the general meeting is entitled to participate personally or vote by proxy.
The general meeting may resolve on any issues related to the Company that do not fall expressly under another corporate body’s exclusive competence according to the Swedish Companies Act or articles of association. The meeting can resolve on, for example, an increase or decrease in share capital, amendments to the articles of association and whether the Company should go into liquidation. While the general meeting is able to resolve on new issues of shares, convertibles or warrants, it may also authorize the board to make such issuance decisions. All shareholders, regardless of the size of their shareholding, have the right to have a specific matter addressed at a general meeting. Shareholders who wish to exercise this right must submit a written request to the Company’s board. Such a request should normally reach the board within such a period that the matter can be included in the notice of the meeting.
The annual general meeting is held annually within six months of the end of the financial year. Under the Code, the chairperson, a quorate board and the president must attend the general meeting. The general meeting’s chairperson is to be nominated by the nomination committee and elected by the general meeting. The business of the annual general meeting includes election of the Company’s directors and auditors, adoption of the Company’s balance sheet and income statement, resolving on allocations of the Company’s profit or loss in accordance with the adopted balance sheet, and resolving on whether the directors and the president should be discharged from liability. The general meeting also resolves on the fees payable to the directors and the Company’s auditors.
The board may also decide to convene an extraordinary general meeting should it determine that a general meeting is required before the next annual general meeting. The board may also convene an extraordinary general meeting should an auditor or shareholder holding more than 10% of the Company’s shares submit a written request that a general meeting be convened to address a specific matter.
Notice of a meeting should also be published in Post- och Inrikes Tidningar (Official Swedish Gazette) and on the company’s website. Information that notice has been given will be announced in Svenska Dagbladet on the date of issuing the notice. Notice of an ordinary or extraordinary general meeting at which amendments to the articles of association will be addressed must be issued no earlier than six weeks and no later than four weeks prior to the general meeting. Notice of other extraordinary general meetings must be issued no earlier than six weeks and no later than three weeks prior to the general meeting. The minutes of the meeting are to be available on the Company’s website within two weeks of the general meeting.