According to the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)), the general meeting is the ultimate decision-making body of the company. At the general meeting, the shareholders exercise their voting rights on key issues, such as adoption of income statements and balance sheets, appropriation of the company’s results, discharge from liability for members of the board of directors and the CEO, election of members of the board of directors and auditor(s) as well as remuneration to the board of directors and the auditor(s).
The annual general meeting must be held within six months from the end of each financial year. In addition to the annual general meeting, extraordinary general meetings may be convened. According to the articles of association, general meetings are convened by publication of the notice in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. When the notice convening the general meeting has been issued, information regarding that the notice has been issued shall be published in Dagens Industri.
Right to attend general meetings
Shareholders who wish to participate in a general meeting must be listed as a shareholder in a printout or other presentation of the share register relating to the circumstances on six banking days prior to the general meeting and notify the company of their participation not later than on the date set out in the notice to attend the general meeting. In addition to notifying the company, shareholders whose shares are nominee registered through a bank or other nominee must request that their shares are temporarily registered in their own names in the share register four banking days prior to the general meeting in order to be entitled to participate in the general meeting. Shareholders should inform their nominees well in advance of the record date. Shareholders may attend general meetings in person or by proxy and may be accompanied by not more than two advisors.
Shareholders who wish to have a matter brought before the general meeting must submit a written request to the board of directors. The matter shall be addressed at the general meeting provided that the request was received by the board of directors not later than one week prior to the earliest date on which notice to attend the general meeting may be issued pursuant to the Swedish Companies Act or after that date but in due time for the matter to be included in the notice to attend the general meeting.