The shareholders’ influence in the Company is exercised at general meetings, which, in accordance with the Swedish Companies Act is the Company’s highest decision-making body. As the Company’s highest decision-making body, the general meeting may resolve upon every issue for the Company, not specifically reserved for another corporate body’s exclusive competence. Thus, the general meeting has a sovereign role over the board of directors and the CEO.
At ordinary (annual) general meetings, which according to the Swedish Companies Act should be held within six months after the end of the fiscal year, resolutions must be passed on adoption of the profit- and loss-account and balance sheet, allocation of the Company’s profit or loss, discharge from liability for the board of directors and the CEO, elections of members of the board of directors and auditor and on remuneration for the board of directors and the auditor. At general meetings, the shareholders also resolve on other key matters in the Company, such as amending of the articles of association, any new issue of shares etc. If the board of directors considers there are reason to hold a general meeting before the next annual general meeting, or if an auditor in the company or shareholders holding more than ten percent of the shares in the company request it in writing, the board of directors shall convene an extraordinary general meeting.
Notice shall be published in the Swedish National Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the Company’s website (http://www.promorepharma.com). Furthermore, information regarding the notice shall be advertised in Svenska Dagbladet.
To attend and vote at the general meeting, either in person or through a proxy, shareholders must be registered in the share register kept by Euroclear no later than five (5) business days prior to the meeting (i.e. on the record date) and also notify the Company of their participation no later than on the date specified in the notice convening the meeting. Shareholders may be accompanied by assistants at general meetings upon notification. Every shareholder in the Company submitting a matter with sufficient foresight has the right to have the matter brought before the general meeting.
To be able to determine who is entitled to attend and vote at general meetings, Euroclear shall, upon the Company’s request, supply the Company with a list of all holders of shares per the record date in connection with each general meeting. Shareholders who have their shares nominee-registered need to instruct the nominee to register the shares temporarily in the name of the shareholder in order to be entitled to attend and vote for their shares at general meetings (voting rights registration). Such registration must be completed no later than on the applicable record date and ceases to be in force once after the record date. Shareholders who have their shares directly registered on an account in the Euroclear system will automatically be included in the list of shareholders.
Notices, minutes and press releases from general meeting will be available on the Company’s website.