General meetings
The General Meeting is the supreme decision-making body in Arjo, and shareholders exercise their voting rights at such meetings (Annual General Meetings and Extraordinary General Meetings, respectively).
The Annual General Meeting is to be held annually in Malmö before the end of June. In addition to the Annual General Meeting, Extraordinary General Meetings can be convened when required. The General Meeting resolves on several matters, including confirmation of income statements and balance sheets, the disposition of the Company’s profit or loss, discharge of liability for the members of the Board and the CEO towards the Company, composition of the Nomination Committee, election of members of the Board (including the Chairman of the Board) and auditors. The General Meeting also resolves on remuneration to the members of the Board and auditors, guidelines for remuneration to the CEO and other senior executives and any amendments of the Articles of Association.
Pursuant to the Swedish Companies Act, notice of Arjo’s Annual General Meeting must be issued no earlier than six weeks and no later than four weeks prior to the meeting. Notice convening a general meeting shall be published in the Swedish Official Gazette and on the company’s website. It shall be advertised in Svenska Dagbladet that notice convening a general meeting has been made.
Shareholders that wish to participate in a general meeting shall be recorded in a print-out or other representation of the entire share register as per the record date of the general meeting, as determined in accordance with the Swedish Companies Act and notify the company of their intention to participate by the date specified in the notice convening the meeting. The last mentioned day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting. Shareholders unable to attend the meeting in person may be represented by proxy. The Board may also resolve that the shareholders shall be able to exercise their voting rights by post before the General Meeting. 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.
At a general meeting, shareholders may be accompanied by one or two assistants, however only if the shareholder has notified the company of the number of assistants in the manner stated in the previous paragraph.
A shareholder who wishes that a matter is addressed at a General Meeting must submit a written request to this effect to the Board. The request must be received by the Company no later than seven weeks prior to the General Meeting, or in due time for the matter to be included in the notice convening 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 favor or against or abstain from voting on the matter. Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, at General Meetings all shareholders are entitled to ask the Board and CEO questions regarding matters on the agenda and the company’s relation to another group company. At Annual General Meetings shareholders are also entitled to ask questions about the financial situation of the company and the Group.