The General Meeting is Alleima’s highest decision-making body, where all shareholders are entitled to participate, to submit a matter to be decided by the General Meeting, and to exercise their voting rights for all their shares. At the Annual General Meeting, the Board of Directors and the auditor are elected, as nominated by a Nomination Committee appointed by the General Meeting. Further, the General Meeting adopts the annual report and resolves on matters such as the distribution of the company’s profits, remuneration of the Board of Directors and the auditor, adoption of guidelines for the remuneration of senior executives (as and when relevant), and other important issues.
The foundation for the General Meeting’s authority and function is primarily the Swedish Companies Act and the Articles of Association, as adopted by the General Meeting. The notice convening the General Meeting is published in the official gazette (Post- och Inrikes Tidningar) and on the company’s webpage. Information that the notice has been issued is published in Svenska Dagbladet and in a daily newspaper published in Sandviken or Gävle. The company will publish the date and place for the Annual General Meeting no later than in connection with the publication of the interim report for the third quarter. The notice convening the Annual General Meeting is issued no sooner than six weeks and no later than four weeks before the day of the Annual General Meeting.
In order to participate in the General Meeting, shareholders must give notice of their participation no later than on the day specified in the notice convening the General Meeting. Shareholders who cannot participate at the General Meeting in person may be represented by a proxy. The Board of Directors may also resolve that shareholders may vote for their shares by postal vote (mail-in ballot) ahead of the General Meeting. The notice convening the General Meeting will contain information about how the General Meeting will be conducted and instructions for the time and manner of giving notice of participation.
Shareholders who wish to have a particular matter addressed at the General Meeting are to submit their requests to the Board of Directors. Requests are to be addressed to the Board of Directors of Alleima AB and submitted to the secretary of the Board of Directors (the General Counsel of Alleima) by e-mail to boardsecretary@alleima.com or by mail to Alleima AB, Attn: General Counsel, Group Legal, 811 81 Sandviken, Sweden. The request shall have reached Alleima at least seven weeks before the General Meeting, or in time to be included in the notice convening the General Meeting. As regards requests to have a matter resolved at the General Meeting which is already on the agenda for the General Meeting and where it is not prescribed in law that a proposal must be submitted within a certain timeframe, shareholders are entitled to submit such proposals up until the General Meeting (including during the General Meeting).
The agenda for the General Meeting will contain information about which matters are presented to the General Meeting for resolution and which matters are presented for information. Matters on the agenda requiring resolution will be subject to binding resolution by the shareholders voting for or against or by abstaining from voting. Further, every shareholder is entitled, in accordance with Chapter 7 section 32 of the Swedish Companies Act, to ask questions at the General Meeting to the Board of Directors and the President and CEO about matters addressed at the General Meeting and the company’s relation to another company in the group, as well as about the company’s and the group’s financial situation.