The shareholders’ influence in the Company is exercised at the General Meeting (GM), which, in accordance with the Swedish Companies Act, is the Company’s highest decision-making body. In its capacity as the Company’s highest decision-making body, the GM is authorized to decide every issue in the Company that does not constitute the exclusive competence of another corporate body. The General Meeting thus has a clearly superior position in relation to the Company’s Board and CEO.
The Company’s Annual General Meeting (AGM) shall, in accordance with the Swedish Companies Act, be held within six months from the end of each financial year and consider decisions on the adoption of the income statement and balance sheet, dispositions concerning the Company’s profit or loss, discharge of liability towards the Company and remuneration to board members and the auditor. The Annual General Meeting also decides on other significant issues for the Company, such as amendments to the Company’s Articles of Association, authorizations, and decisions on new issues of shares and more. The Board may also convene an Extraordinary General Meeting if the Board finds that there is reason to hold a GM between the time of the Annual General Meetings or if the auditor or an owner with at least one tenth of all shares in writing to the Company requests that a GM be held.
In accordance with the Company’s Articles of Association, notice of the Annual General Meeting shall be given by advertising in the Swedish Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the Company’s website (www.wastbygg.se). The message that a notice of the Annual General Meeting has been given must also be announced in Dagens Industri. Notice of the Annual General Meeting shall, in accordance with the Swedish Companies Act, be issued no earlier than six and no later than four weeks before the Annual General Meeting. A notice convening an Extraordinary General Meeting to decide on a question of amending the Articles of Association shall be issued no earlier than six and no later than four weeks before the meeting. Notice to convene an Extraordinary General Meeting resolving upon other matters shall be issued no earlier than six and no later than three weeks before such meeting.
Shareholders’ right to attend and vote at a GM, either in person or by proxy, is given to the shareholders entered in the Company’s share register kept by Euroclear Sweden no later than the day stated in the notice (i.e. on the record date) and notifies their participation in the Company no later than the date specified in the notice convening the meeting. Shareholders may bring one or two assistants to the Annual General Meeting, but only if the shareholder notifies the number of assistants to the Company in accordance with the procedure that applies to shareholders’ registration at the GM. Every shareholder in the Company who reports a matter with well before the GM has the right to have the matter considered at the GM.
In order to determine who has the right to participate and vote at the GM, Euroclear Sweden shall, at the Company’s request, provide the Company with a list of all holders of shares as of the record date in connection with each GM. Shareholders who have their shares nominee-registered must instruct the nominee to temporarily register the shares in the shareholder’s name in order to have the right to participate and vote for their shares at the GM (voting rights registration). Such registration must be completed no later than the on the date stated in the notice to the GM and will expire directly after such GM. Shareholders who have their shares directly registered in an account in the Euroclear system will automatically be included in the list of shareholders.
Notices, minutes and communiqués from GMs will be kept available on the Company’s website.