THE GENERAL MEETING OF SHAREHOLDERS OF BE GROUP
The General Meeting of Shareholders is BE Group’s highest decision-making body in which all shareholders are entitled to participate. The shareholders that cannot attend in person have the opportunity to participate by proxy.
The Annual General Meeting is held annually not later than six months following the end of the applicable fiscal year. At the Annual General Meeting, the shareholders with voting entitlements can vote for the full number of shares owned and/or represented by him/her without limitations being placed on the number of votes.
At the General Meeting, the shareholders decide upon key issues. Among other things, the General Meeting adopts the income statements and balance sheets, resolves upon allocation of the Company’s earnings, discharge from liability for the directors and the CEO, election of the Board of Directors and auditors, as well as the remuneration of the Board of Directors and auditors and, where applicable, changes in the Company’s Articles of Association.
Pursuant to the Swedish Companies Act, notice of BE Group’s Annual General Meeting must be issued no earlier than six weeks and no later than four weeks prior to the meeting. Notice shall be issued through an announcement in Post och Inrikes Tidningar (The Official Gazette) and on BE Group’s website. The fact that notice has been issued shall be announced in Svenska Dagbladet. Should the publication of Svenska Dagbladet cease, the announcement shall be made in Dagens Nyheter instead. 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 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.