Shareholders' meeting

The shareholders' meeting is a limited company's highest decision-making body and a forum for shareholders to exercise influence.

The Swedish shareholders' meeting can decide on any company issue which does not expressly fall within the exclusive competence of another corporate body. In other words, the shareholders' meeting has a sovereign role over the board of directors and the chief executive officer.

Each shareholder has the right to participate in the shareholders’ meeting and to vote according to the number of shares owned. Shareholders who are not able to attend in person may exercise their rights by proxy. Each shareholder also has the right to have items included in the agenda of the meeting, regardless of the number of shares held, providing a request has been submitted to the board of directors in due time for the item to be included in the notice of meeting.

The annual general meeting must be held within six months of the end of the financial year in order to decide on whether to adopt the income statement and balance sheet and decide on the appropriation of profits or losses. The meeting also decides on discharge of liability for members of the board and the chief executive officer, as well as other issues on which it is obliged by law or its articles of association to decide, such as the election of members of the board and the auditor. Board and auditor fees are also decided by the shareholders’ meeting.

The board may call an extraordinary general meeting if a shareholder minority representing at least ten per cent of the company’s shares so requests. The same applies if the company auditor requests an extraordinary shareholders’ meeting. The board may also call an extraordinary shareholders’ meeting on its own initiative.

Decisions at shareholders’ meetings are taken by simple majority vote. Certain decisions, however, such as changes to the articles of association, require a qualified majority. Each share carries one vote, unless otherwise stated in the articles of association. If the articles of association stipulate that shares have differentiated voting rights, no share may carry voting rights that are more than ten times that of any other share.

A shareholders’ meeting may not make any decision that aims to give undue advantage to one shareholder or individual to the disadvantage of the company or any other shareholder.