The shareholders’ right to decide on the Company’s affairs is exercised at the general meeting, which is the Company’s highest decision-making body.
Every shareholder who at the record date for the general meeting is registered in the share register kept by Euroclear Sweden AB and recorded in a securities register or in reconciliation account has the right to participate, in person or by proxy. The general meeting can resolve on all matters relating to the Company that not explicitly fall under another corporate body’s exclusive competence according to the Swedish Companies Act or the articles of association. The general meeting resolves, for example, on increase or decrease of share capital, changes to the articles of association, and that the company shall enter into liquidation. With regard to the issuance of new shares, convertible bonds or warrants, the general meeting has, in addition to the possibility to decide on this itself, the opportunity to provide authorization for the board to make decisions on issues. Every shareholder has, regardless of the size of the holding, the right to have a specified matter brought before the general meeting. Shareholders who wish to exercise this right must submit a written request to the Company’s board of directors. In general, such a request must be to the board at such time that the matter can be included in the notice to attend the general meeting.
The annual general meeting is held annually within six months after the end of the financial year. The Code stipulates that the Chairman of the Board together with a quorum of the board and the CEO shall attend the general meeting. The chairman of the meeting shall be nominated by the Nomination Committee and elected by the general meeting. The tasks of the general meeting include the election of the Company’s board of directors and auditors, the adoption of the Company’s balance sheet and income statement, the appropriation of profit or loss according to the adopted balance sheet and the discharge from liability for the board of directors and the CEO. The general meeting also decides on the remuneration for the board directors and the Company’s auditors.An extraordinary general meeting may be convened by the board of directors when the board considers that there are grounds to hold a meeting prior to the next annual general meeting. The board shall also convene an extraordinary general meeting when an auditor or shareholders holding more than ten (10) percent of the shares in the company request in writing that a meeting be held to treat a specific matter. The notice to attend a general meeting shall be published in the Swedish National Gazette (Sw. Post- och Inrikes Tidningar) and on the Company’s website. At the time of the notice, information relating to the notice shall be advertised in Svenska Dagbladet.
Notice of an annual general meeting or extraordinary general meeting where amendment of the articles of association will be processed shall be issued not earlier than six (6) and not later than four (4) weeks prior to the meeting. Notice of other extraordinary general meeting shall be issued not earlier than six (6) and not later than three (3) weeks prior to the meeting. The minutes of the meeting shall be available on the Company’s website no later than two weeks after the meeting.