Probi’s supreme decision-making body is the General Meeting of shareholders, where all shareholders have the right to participate, have a specified item on the agenda and vote for all of their shares. The Annual General Meeting (the “AGM”), which is held during the first half-year after the end of each financial year, elects the board of directors and the company’s auditor, which are proposed by a nomination committee elected by the AGM. The AGM also resolves on distribution of profits, approval of the annual report, remuneration to the board of directors and the auditor, where applicable, guidelines for remuneration to senior executives, as well as other important matters.
The competence and tasks of the AGM are primarily based on the Swedish Companies Act and the articles of association adopted by the General Meeting. Notice of General Meetings shall be published in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. Simultaneously, an announcement with information that the notice has been issued shall be published in Dagens Industri. The company shall publish the time and place for the AGM at the latest in connection with the interim report for the third quarter. Notice of the AGM shall be made at the earliest six weeks before and no later than four weeks before the AGM.
In order to participate in a General Meeting, shareholders must notify the company no later than the day specified in the notice convening the General 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.
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 Probi 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.
