Pursuant to the Swedish Companies Act, the general meeting is the Company’s supreme decision-making body and shareholders exercise their voting rights at such meetings.
The annual general meeting must be held within six months of the end of each preceding financial year to consider, among other things, statutory accounts and reports, disposition of profit or loss and discharging the board of directors from liability. The Company’s articles of association stipulate that notices convening the annual general meeting shall be published in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and be made available on the Company’s website. In addition, the publication of such notice must be announced in the Swedish daily newspaper Svenska Dagbladet. The notice convening the annual general meeting must be published no earlier than six weeks and no later than four weeks prior to the meeting.
Extraordinary general meetings are held when the board of directors considers such meetings appropriate or when either the auditor or shareholders representing at least one-tenth of all issued shares request such meeting in writing for a specified purpose. A notice convening an extraordinary general meeting will be announced in the same manner as the notice to the annual general meeting described above. Pursuant to the Swedish Companies Act, a notice convening an extraordinary general meeting must be made no earlier than six weeks and no later than two weeks prior to the date of the extraordinary general meeting, and no later than four weeks prior to the date of the extraordinary general meeting if the general meeting will decide on a proposed amendment of the articles of association.
Pursuant to the Swedish Companies Act, a general meeting may not adopt any resolution that is likely to give undue advantage to a shareholder or a third party to the detriment of the company or another shareholder of the company.
Right to participate in general meetings
Shareholders who wish to participate in a general meeting must be included in the share register maintained by Euroclear Sweden AB (“Euroclear Sweden”) as of six business days prior to the meeting, and notify the Company of their participation no later than the date stipulated in the notice convening the meeting.
Shareholders may attend a general meeting in person or by proxy and may be accompanied by a maximum of two assistants. Typically, it is possible for a shareholder to register for the general meeting in several different ways as indicated in the notice of the general meeting.
A shareholder may vote for all shares owned or represented by the shareholder.
Shareholders who wish to have a matter brought before the general meeting must submit a written request to the board of directors. Such request must normally be received by the board of directors no later than seven weeks prior to the general meeting.
Annual General Meeting 2022
Kjell Group AB’s Annual General Meeting 2022 will take place on 19 May at 10:00 am (CEST) at Lokgatan 10, Malmö. Pursuant to chapter 9 of Kjell Group’s Articles of Association, the Board of Directors has resolved that shareholders may exercise their voting rights at the Annual General Meeting by post. Shareholders may therefore choose to exercise their voting rights in person at the meeting, by proxy or through postal voting.
Right to participate in the Annual General Meeting
Shareholders who wish to exercise their voting rights at the Annual General Meeting must:
- be included in the share register maintained by Euroclear Sweden AB (“Euroclear”) as of Wednesday, 11 May, 2022 (the “Record Date”), and
- notify the Company of their intention to attend the Annual General Meeting according to the instructions set out in the section “Notification of attendance in person or by proxy” or submit a postal vote in accordance with the instructions set out in the section “Instruction for postal voting” no later than Friday, 13 May, 2022.
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Annual General Meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the Record Date on Wednesday, 11 May, 2022. Re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting right registration that has been made by the nominee no later than Friday, 13 May, 2022 will be taken into account in the preparation of the share register.
Notification of attendance in person or by proxy
Notification of physical attendance at the Annual General Meeting may be made:
- By e-mail: GeneralMeetingService@euroclear.com
- By telephone: +46 (0)8 402 91 33 during business days between 09:00-16.00 (CEST)
- By post: Kjell Group AB (publ), ”Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden
- Through Euroclear’s website: https://anmalan.vpc.se/EuroclearProxy
The notification shall state the shareholder’s:
- Personal identity number/Corporate Registration Number
- Address and daytime telephone number
- When applicable, information about any assistants, not more than two assistants, and information on any proxies which may accompany the shareholder to the Annual General Meeting
Shareholders represented by proxy shall issue a dated power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document (“certificate”) for the legal entity shall be appended to the notification of attendance. The power of attorney and certificate may not be more than one year old. However, the validity of the power of attorney may be a maximum of five years from the date of issue, if specifically stated. The power of attorney in original and, where applicable, the certificate, should be sent by post to the Company at the address stated above well in advance of the Annual General Meeting.
Proxy forms and other relevant documentation in relation to the AGM are available below.