About the General Meeting
The General Meeting is Enity Holding AB’s highest decision-making body and forum which enables the shareholders to exercise their influence. The Annual General Meeting, which shall be held annually within six months of the expiry of each financial year, addresses matters including (i) adoption of consolidated financial statements; (ii) decision on dividends and other allocations of the consolidated profit; (iii) discharge from liability of the Board of Directors and CEO; (iv) election of Board members, appointment of auditors and determination of remuneration to the Board of Directors and auditors; and (v) amendments to the Articles of Association, as well as other important issues. In addition to the Annual General Meeting, Extraordinary General Meetings may be convened when required.
The competence and tasks of the General Meetings are primarily based on the Swedish Companies Act and the articles of association adopted by the General Meeting. The company shall publish the time and place for the Annual General Meeting at the latest in connection with the interim report for the third quarter. Notice of the Annual General Meeting, as well as an Extraordinary General Meeting at which the matter of amendment to the Articles of Association is to be addressed, shall be issued not earlier than six weeks and not later than four weeks prior to the General Meeting. Notices of other Extraordinary General Meetings shall be issued not earlier than six weeks and not later than three weeks prior to the Extraordinary General Meeting. Notice of General Meetings shall be published in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the Company’s website. Simultaneously, an announcement with information that the notice has been issued shall be published in Dagens Nyheter.
Right to attend General Meetings
All shareholders who are directly recorded in the Enity Holding AB’s share register maintained by Euroclear Sweden six banking days prior to the General Meeting and who have notified the Company of their intention to participate in the General Meeting not later than the date indicated in the notice of the General Meeting, are entitled to attend the General Meeting and vote for the number of shares they hold.
In addition to notifying Enity Holding AB, 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 register of shareholders maintained by Euroclear Sweden, in order to be entitled to participate in the General Meeting. Shareholders should inform their nominees well in advance of the record date. Voting registrations made by nominees not later than four banking days prior to the General Meeting will be taken into account.
Shareholders may attend the Enity Holding AB’s General Meetings in person or by proxy and may be accompanied by a maximum of two assistants. It will normally be possible for shareholders to register for the General Meeting in several different ways, as indicated in the notice of the meeting.
The Board of Directors may also decide before a General Meeting that the shareholders may exercise their voting right at the General Meeting by postal voting.
In connection with the issuance of the notice convening the General Meeting, information is provided regarding the forms of the General Meeting as well as the time and manner for notification to participate in the General Meeting.
Shareholder initiatives
Any shareholder of Enity Holding AB who wishes to have a matter dealt with at a General Meeting must submit a written request to the Board of Directors to that effect. The request must have been received by the Company not later than seven weeks prior to the General Meeting or after such date, but in due time for the matter to be included in the notice of the General Meeting. As regards proposals for resolutions in matters already included on the agenda and for which a proposal, according to law, does not have to be submitted a certain time in advance, a shareholder has the right to submit such proposal during the period up until the General Meeting (including during the General Meeting).
The agenda for the General Meeting sets out the items which are subject to resolution by the General Meeting, and the items that are included for information purposes. Items on the agenda which require resolutions by the General Meeting are subject to a binding vote whereby the shareholders vote in favour or against or abstain from voting on the matter. Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, all shareholders are, at General Meetings, entitled to ask the Board of Directors and the CEO questions regarding matters on the agenda and the company’s relation to another group company. At the Annual General Meeting shareholders are also entitled to ask questions about the financial situation of the company and the group.