Pursuant to the Swedish Companies Act of 2005 (aktiebolagslag 2005:551) (the “Swedish Companies Act” or “Companies Act”), the general meeting is the Company’s supreme decision-making body where the shareholders exercise their voting rights. In addition to the annual general meeting, extraordinary general meetings can be convened.
The Company’s annual general meetings are held in Stockholm, Sweden, every calendar year before the end of June. At the shareholders’ meeting, the shareholders exercise their voting rights in key issues, such as the adoption of income statements and balance sheets, appropriation of the Company’s results, discharge from liability of members of the Board of Directors and the CEO, election of members of the Board of Directors and auditors and remuneration to the Board of Directors and the auditors.
The Board of Directors are normally elected by the annual general meeting for the period until the end of the next annual general meeting. According to the Company’s articles of association, the Board of Directors shall, to the extent it is elected by the general meeting of shareholders, consist of not less than 3 directors, and not more than ten directors.
Notices convening annual general meetings and those extraordinary general meetings at which amendments to the Articles of Association are to be addressed must be issued no earlier than six weeks and no later than four weeks prior to the meeting. Notices convening other extraordinary general meetings must, once the Company’s shares are listed, be issued no earlier than six weeks and no later than three weeks prior to the meeting. Notices convening general meetings shall be issued through announcement in the Swedish Gazette (Sw. Post- och Inrikes Tidningar) as well as on the Company’s website. Announcement to the effect that a notice convening a general meeting has been issued shall be made in Svenska Dagbladet. Once Alimak Group AB is listed, a press release in Swedish and English with the notice in its entirety will be issued before each general meeting.
Right to Participate in Shareholders’ Meetings
All shareholders who are directly recorded in the share register maintained by Euroclear Sweden five weekdays (Saturdays included) 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 full number of shares they hold.
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 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.
Shareholders may attend general meetings in person or by proxy and may be accompanied by a maximum of two assistants.
Shareholders who wish to have an issue brought before the general meeting must submit a request in writing to the Board of Directors. The request must normally be received by the Board of Directors not later than seven weeks prior to the general meeting.