Pursuant to the Swedish Companies Act (2005:551), the General Meeting is the supreme governing body in a Swedish limited liability company and the organ by which the shareholders exercise their voting rights in the Company. The Annual General Meeting of Rugvista Group is held annually before the end of June. In addition to the Annual General Meeting, an extraordinary general meeting may be held if necessary. Rugvista Group’s General Meeting is held in Malmö, where the Company has its registered office, or in Stockholm.
At the Annual General Meeting, Rugvista Group’s shareholders resolve on, among other things, the adoption of income statements and balance sheets, disposition of the Company’s results, discharging the Board and CEO from liability, the composition of the Nomination Committee, election of Board members (including the Chairman) and auditor, remuneration to the Board members and auditor guidelines for remuneration to the CEO and other senior executives. At the General Meeting, Rugvista Group’s shareholders also resolve on other matters that are of importance to the Company, for example any changes to the Articles of Association.
Right to attend General Meetings
All shareholders who, on the record date six banking days ahead of the General Meeting, are directly recorded in the Company’s share register maintained by Euroclear Sweden and have notified the Company of their intention to attend the General Meeting no later than the date specified in the convening notice, have the right to participate in the General Meeting and vote for the shares they hold. Shareholders whose shares are nominee registered through a bank or other nominee must, in addition to giving notice of participation, request that their shares be temporarily registered in their own name in the share register kept by Euroclear Sweden (so called voting right registration) in order to be entitled to participate at the General Meeting. The shareholders’ register for the General Meeting as of the record date will take into account voting right registrations completed no later than four banking days ahead of the General Meeting. Shareholders concerned must, in accordance with each nominee’s routines, request that the nominee makes such voting right registration well in advance of that date.
Shareholders may attend the Rugvista Group’s General Meeting in person or by proxy and may bring a maximum of two assistants, provided, however, that the shareholder has notified the Company of this in accordance with the preceding paragraph. Normally, shareholders have the opportunity to register for the General Meeting in several different ways in accordance with what is stated in the convening notice to the General Meeting.
Any shareholder of the Company who wishes to have a matter dealt with at a General Meeting must submit a written request to the Board of Directors to that effect. The request must have been received by the Company no later than seven weeks prior to the General Meeting or after such date, but in due time for the matter to be included in the notice of the General Meeting.
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