In accordance with the Swedish Companies Act, the Annual General Meeting (AGM) or other shareholders’ meeting is the company’s highest decision-making body. The AGM or extraordinary shareholders’ meetings may resolve each company matter that does not expressly fall under the exclusive expertise of another company body.
At the AGM, which must be held within six months of the end of the financial year, shareholders exercise their voting rights on matters including the adoption of income statement and balance sheets, distribution of the company’s profit or loss, motions on discharge from liability for board members and the CEO for the financial year, the election of Board members and auditors, as well as fees to be paid to Board members and auditors.
In addition to the AGM, extraordinary shareholders’ meetings may also be convened. Pursuant to the Articles of Association, notice of an AGM must be published in the Official Swedish Gazette and by making the notice available on the company’s website. Confirmation that the official notification has been issued must simultaneously be published in Svenska Dagbladet. Prior to each AGM or extraordinary shareholders’ meeting a press release in Swedish and English shall be published including the full notice of the meeting.
Right to participate in the AGM or extraordinary shareholders’ meeting
All shareholders who are entered in the extract from the share register concerning the status of the shareholders five days prior to the meeting (including Saturdays) and who registered their participation in the meeting on time, pursuant to the stipulations in the notice, are entitled to participate in the meeting and to cast votes based on the number of shares that they hold. Shareholders who are unable to attend in person may be represented by proxy. Shareholders may also be supported by no more than two individuals.
In addition to registering with the company, shareholders whose shares are in the custody of a trustee through a bank or other securities institution must register their shares in their own name with Euroclear Sweden in order to be entitled to participate in the AGM/extraordinary shareholders’ meeting. Shareholders should inform their trustees of this well in advance of the AGM/extraordinary shareholders’ meeting.