Annual General Meeting

Under the Swedish Companies Act, the general meeting is the company’s highest decision-making body. The general meeting may resolve upon every issue for the company, which is not specifically reserved for another company body’s exclusive competence.

At the annual general meeting, which shall be held within six months from the end of the financial year, shareholders exercise their voting rights on issues, such as the adoption of income statements and balance sheets, appropriation of company profits or losses, resolutions to release the members of the board of directors and the managing director from liability for the financial year, the appointment of members of the board of directors and auditor and remuneration for the board of directors and the auditor.

Besides the annual general meeting, extraordinary general meetings may be convened. In accordance with the articles of association, all general meetings shall be convened through announcements in the Swedish Official Gazette (sw. Post- och Inrikes Tidningar) and by posting the notice to the meeting on the company’s website. An announcement shall be placed in Svenska Dagbladet with information that the meeting has been convened.

The chairman of the board of directors, as many other board members as possible and the managing director shall be present at extraordinary general meetings of the company. At annual general meetings, in addition to the aforementioned, at least one member of the nomination committee and, to the extent possible, all members of the board of directors, shall participate.

Right to attend general meetings

All shareholders who are registered directly in the share register kept by Euroclear five weekdays prior to the general meeting and who notify the company of their intention to attend the general meeting at the latest by the date specified in the notice convening the meeting shall be entitled to attend the general meeting and vote according to the number of shares they hold. Shareholders may attend general meetings in person or through a proxy, and may also be accompanied by not more than two assistants.

Shareholder initiatives

Shareholders who wish a matter to be discussed at the general meeting must submit a written request in that regard to the board of directors. Requests must normally be received by the board of directors at least seven weeks prior to the general meeting.