Corporate governance
Genova is a Swedish public limited company with its ordinary shares listed on Nasdaq Stockholm Main Market and bonds listed on Nasdaq Stockholm. Corporate governance in Genova is based on laws, our Articles of Association, Nasdaq Stockholm’s Rule Book for Issuers and the Swedish Corporate Governance Code as well as the rules and recommendations issued by relevant organisations. Our ambition is to maintain effective and transparent corporate governance, in order to strengthen Genova’s trust and create a solid relation with our shareholders.
Corporate governance in Genova aims to ensure that rights and obligations are distributed among the company’s bodies in accordance with applicable laws, regulations and procedures. Effective and transparent corporate governance enables the shareholders to assert their interest vis-a-vis company management, while creating a clear division of roles and responsibilities between management and the Board, as well as otherwise within the company. Such clear and transparent corporate governance results in efficient decision-making, enabling Genova to act fast when new business opportunities arise. The Corporate Governance Report provides an overview of Genova’s corporate governance system and includes the Board’s description of internal control and risk management in regard to financial reporting.
Corporate governance reports
- PDF Bolagsstyrningsrapport 2022 (Swedish only) Read more
- PDF Bolagsstyrningsrapport 2021 (Swedish only) Read more
- PDF Bolagsstyrningsrapport 2020 (Swedish only) Read more
- PDF Bolagsstyrningsrapport 2019 (Swedish only) Read more
- PDF Bolagsstyrningsrapport 2018 (Swedish only) Read more
- PDF Bolagsstyrningsrapport 2017 (Swedish only) Read more
General meetings
The Annual General Meeting of Genova Property Group AB (publ) will be held on 5 May 2025 in Stockholm.
Shareholders who wish to have a matter addressed by the Annual General Meeting must submit a written request to the Board of Directors no later than 17 March 2025. The request shall be sent by e-mail to bolagsstamma@genova.se or to Genova Property Group AB (publ), Att: General Meeting, Smålandsgatan 12, 111 46 Stockholm, Sweden.
The Board has decided that shareholders may exercise their voting rights at the Annual General Meeting by post. Notification of attendance in person or by proxy is given in accordance with the instructions set out in the notice of the Annual General Meeting. Shareholders who are natural persons and proxies can give notice of attendance electronically at the following link: https://uk.digital.computershare.com/CPUSweden/Produce/Form/ShareholderRegistration/GM?asident=60129&meetingNo=1161&lang=en-GB
Postal voting forms are available below. Shareholders may also cast their postal votes electronically through verification with BankID via the following link: https://computershare.sweetsystems.se/web/Survey/CreateAnswerSet/a01bd6c1-2802-4a9b-a6e5-e08fa4c071dd?lcid=1033
- PDF Auditor´s report regarding remuneration to senior executives in 2023 Read more
- PDF Remuneration report 2023 Read more
- PDF Postal voting form Read more
- PDF Power of attorney form Read more
- PDF The Nomination Committees proposals to the Annual General Meeting 2024 Read more
- PDF The Boards reasoned statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act Read more
- PDF Notice of Annual General Meeting 2024 Read more
- PDF Minutes kept at the annual general meeting in Genova Property Group AB 3 May 2023 Read more
- PDF Auditor’s report regarding remuneration to senior executives in 2022 Read more
- PDF Remuneration report 2022 Read more
- PDF Form for postal voting Read more
- PDF Power of attorney form Read more
- PDF The Nomination Committee’s proposals to the Annual General Meeting 2023 of Genova Property Group AB (publ) (including motivated statement) Read more
- PDF The Board’s reasoned statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act Read more
- PDF Terms and Conditions for Warrants 2023/2026 Read more
- PDF Notice of Annual General Meeting 2023 Read more
- PDF Minutes kept at the annual general meeting in Genova Property Group AB 4 May 2022 Read more
- PDF Remuneration report 2021 Read more
- PDF Notification of participation and form for postal voting Read more
- PDF Power of attorney form Read more
- PDF The Nomination Committee’s proposals to the Annual General Meeting Read more
- PDF Notice of Annual General Meeting 2022 Read more
Board of Directors
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Chairman of the Board
Mikael Borg
Read moreMikael Borg
Chairman of the Board since 2019
Born 1976, BSc, MBA, and LL.M., Lund University.
Background: Mikael has been a partner at Gernandt & Danielsson since 2009 and co-head of the firm’s corporate/capital markets business group. He has over 20 years’ experience practicing law and has been active in a vast range of corporate practice areas in a number of different sectors, including private and public M&A, debt and equity capital markets, financing and restructuring as well as advising on raising capital through share, bond and hybrid issues. Pioneer in the establishment of the legal framework for corporate bonds on the Swedish market.
Other assignments: Chairman of the Board of Gernandt & Danielsson Advokatbyrå AB, Chairman of the Board of Eitrium AB, Board member of Lyvia Group AB (publ) and Board member of Curitas Ventures AB.
Share ownership in the company (incl. related parties): 77,790 shares through MLBG Advokat AB.
Independent in relation to the company, its senior executives and major shareholders.
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Founder and board member
Micael Bile
Read moreMicael Bile
Board member since 2014
Born 1962, trained real estate agent, Stockholm.
Background: Micael is the founder of Genova Property Group AB and Skeppsholmen real estate.
Other assignments: Board member of Tranviks udde AB with subsidiaries.
Share ownership in the company (incl. related parties): 17,814,999 shares (through the wholly owned company Tranviks udde AB).
Independent in relation to the company and its management. Not independent in relation to the company’s major shareholders.
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Board member
Andreas Eneskjöld
Read moreAndreas Eneskjöld
Board member since 2014
Born 1973, MSc, Land surveying, Royal Institute of Technology, Stockholm.
Background: Andreas was CEO of Genova Property Group between 2014 and September 2017. Founder and former CEO of Novier Property Group AB. Founder of Holocen AB, Stadsnyckeln AB, Manacor Group AB and Manacor Capital AB.
Other assignments: Board member of Manacor Capital AB, Manacor Group AB (as well as assignments in subsidiaries), Novier AB and Novier Real Estate AB.
Share ownership in the company (incl. related parties): 7,600,000 shares (personally and through the wholly owned companies Manacor Group AB and Manacor Capital AB).
Independent in relation to the company and its management. Not independent in relation to the company’s major shareholders.
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Board member
Erika Olsén
Read moreErika Olsén
Board member since 2017
Born 1976, MSc, Land surveying, Royal Institute of Technology, Stockholm. Business developer at Areim AB.
Background: Erika has previously been Project Manager at Newsec AB, Associate Director at JLL Cross Boarder Capital Markets and Partner at Tenzing AB. She has also been CIO for Castellum AB.
Other assignments: Partner at Areim. Board member of AOE Storön AB, Diös Fastigheter AB and Magnolia AB. Deputy board member of Marigold AB.
Share ownership in the company (incl. related parties): None.
Independent in relation to the company, its management and its major shareholders.
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Board member
Maria Rankka
Read moreMaria Rankka
Board member since 2019
Born 1975, BA, Political science, Uppsala University. Stanford Executive Program, Stanford University Graduate School of Business.
Background: Maria has previously been managing director of the Stockholm Chamber of Commerce, Timbro and Brunswick Group (BRNSWK Nordic AB), co-owner of Prime PR as well as Board member of the Swedish Hunters’ Association, Trafikverket, Business Sweden, Internationella Engelska Skolan and Pop House and member of the Arlanda Council. Today, Maria is an entrepreneur and investor in mainly health tech companies. She is co-founder of ABL Labs AB.
Other assignments: Chairman of the Board of Cellcolabs AB and Ethos International – Return on your social responsibility AB. Board member of Arlandastad Group AB, Creades AB and Sveab Holding AB. Maria is also a member of the Academy of Engineering Sciences (IVA).
Share ownership in the company (incl. related parties): 12,500 shares.
Independent in relation to the company, its senior executives and major shareholders.
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Styrelseledamot
Anette Asklin
Read moreAnette Asklin
Board member since 2021
Born 1961, MSc, Business and economics, School of Business, Economics and Law, University of Gothenburg.
Background: Anette has more than 30 years of experience from various leading positions mainly in real estate, banking and finance but also in the public sector. For a number of years now, Anette Asklin has been engaged in board work in listed, state-owned and privately owned companies as well as advising owners and boards in private companies with a growth strategy.
Other assignments: Chairman of the board Aranäs AB, Chairman of the Board of Jernhusen, Board member of Fabege AB, Elof Hansson Holding AB and the Board of Trustees at the University of Gothenburg.
Share ownership in the company (incl. related parties): 1,500 shares.
Independent in relation to the company, its management and its major shareholders.
Senior executives
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CEO
Michael Moschewitz
Read moreMichael Moschewitz
Employed since 2014, CEO since October 2017.
Born 1980.
Background: Master of Economics and Finance plus legal studies, Stockholm University. Former partner in Catella Corporate Finance and Group Treasurer at Oscar Properties Holding AB (publ).
Other assignments: Assignments in several of Genova Property Group AB’s (publ) subsidiaries. Board member of MayNoo AB.
Shareholding in the company, including related parties: 2,160,000 shares and 68,000 warrants of series 2023/2026 (through company) and 69,000 warrants of series 2021/2024.
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CFO
Henrik Zetterström
Read moreHenrik Zetterström
Employed since 2023.
Born 1971.
Background: Bachelor’s degree in economics, Stockholm University. Authorized auditor at KPMG and subsequently CFO at BIG BAG, M2 Asset Management AB (publ) and Estea AB
Other assignments: Assignments in Genova Property Group AB’s (publ) subsidiaries.
Shareholding in the company, including related parties: 1,000 shares and 40,800 warrants of series 2021/2024.
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Head of Urban Development
Anna Molén
Read moreAnna Molén
Employed since 2018.
Born 1979.
Background: Master of Social Planning, Stockholm University. Planning architect MSA (member of Architects Sweden). Most recently urban development strategist at Tyréns AB.
Other assignments: None.
Shareholding in the company, including related parties: 770 shares, 40,800 warrants of series 2023/2026 and 44,000 warrants of series 2021/2024.
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Head of Project Development
Henrik Raspe
Read moreHenrik Raspe
Employed since 2016.
Born 1973.
Background: Creative Director at Svenska Dagbladet. Founder of A Perfect Guide magazine.
Other assignments: Board member of Henrik Raspe Design AB. Deputy Board member of Preteritum AB. Head of Stockholms Rubrik Fabrik.
Shareholding in the company, including related parties: 204,955 shares and 40,800 warrants of series 2023/2026 (through company) and 44,000 warrants of series 2021/2024.
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Head of Property management
Henrik Sandström
Read moreHenrik Sandström
Employed since 2017.
Born 1976.
Background: Master of Science in Land Surveying, Royal Institute Of Technology, Stockholm. Capital Markets CBRE Sweden and most recently Head of Properties at Fabege for the investment property portfolio in Solna Business Park.
Other assignments: Assignments in Genova Property Group AB’s (publ) partly owned companies.
Shareholding in the company, including related parties: 5,500 shares, 40,800 warrants of series 2023/2026 and 44,000 warrants of series 2021/2024.
Board committees
Remuneration Committee
Genova has a Remuneration Committee comprising three Board members, including the Chairman of the Board who is also Chairman of the Remuneration Committee. The Remuneration Committee consists of Mikael Borg, Erika Olsén and Andreas Eneskjöld. The members must be independent of both the company and the Executive Management Team.
The Remuneration Committee is a preparatory body that mainly considers, analyses, initiates and monitors matters related to remuneration principles, remuneration and other terms of employment for the Executive Management Team. During the year, the Remuneration Committee should also monitor and evaluate ongoing and completed programmes for the variable remuneration paid to senior executives, as well as current remuneration structures and levels within the company. Every financial year, the Remuneration Committee shall also prepare a report of the remuneration paid to the company’s senior executives.
Audit Committee
Genova has an Audit Committee comprising three Board members: Mikael Borg, Maria Rankka and Anette Asklin. The members of this Committee must not be employed by the company. At least one member must have competence in accounting or auditing.
The role of
the Audit Committee is to monitor the integrity of the company’s financial
statements and make recommendations and proposals to ensure the reliability of
the financial statements. The Audit Committee shall also monitor the
effectiveness of Genova’s internal control systems, internal audit process and
risk management systems in relation to financial reporting.
The Committee shall also remain informed about the audit of the annual report
and consolidated financial statements, and about the conclusions of the Swedish
Inspectorate of Auditors’ quality control, and report the results of these to
the Board. An additional task is to review and monitor the external auditor’s
objectivity, and to assist in the preparation of proposals for the Annual General
Meeting’s decision on the election of auditors.
Nomination Committee
The Annual General Meeting (AGM) on 24 April 2020 adopted instructions for appointing a Nomination Committee in Genova. Genova’s Nomination Committee shall consist of at least four members, one of whom may be the Chairman of the Board. The members shall be appointed by the Chairman of the Board, no later than six months prior to the AGM, offering the four largest shareholders, or three if the Chairman of the Board is included, based on Euroclear Sweden AB’s list of registered shareholders on the last banking day of August in the current year, an opportunity to each appoint a representative to be a member of the Nomination Committee. Should any of these shareholders choose to waive their right to appoint a member, the right passes to the shareholder who, after that shareholder, has the largest shareholding in the company. The composition of the Nomination Committee shall be announced no later than six months prior to the AGM.
The Nomination Committee shall prepare and submit proposals to the AGM for the election of a Chairman of the AGM, Board members, the Chairman of the Board, Board fees and other remuneration for Board assignments, auditor fees and, where applicable, an auditor. The Nomination Committee shall also prepare and submit proposals to the AGM regarding principles for the composition of the Nomination Committee.
The nomination committee for annual general meeting 2025
The nomination committee for the annual general meeting 2025 consists of Fredrik Ahlqvist, chairman of the nomination committee and appointed by Micael Bile with company, Andreas Eneskjöld, appointed by Andreas Eneskjöld with company, Johannes Wingborg, appointed by Länsförsäkringar Fondförvaltning AB (publ) and Mikael Borg, chairman of the board in Genova. The nomination committee’s term of office continues until a new nomination committee is appointed.
Shareholders wishing to submit proposals to the nomination committee can contact the nomination committee by e‑mail to valberedningen@genova.se or by mail to Genova Property Group AB, Att: the nomination committee, Smålandsgatan 12, SE-111 46 Stockholm, Sweden. In order for the nomination committee to constructively be able to address proposals received, proposals should have been received no later than 31 January 2025.
Auditor
The auditor shall review Genova’s annual financial statements and accounts, and the management of the Board and the CEO. At the Annual General Meeting 2024, Genova’s registered auditing firm (Ernst & Young) was re-elected.
The Auditor-in-Charge is Henrik Nilsson, an authorised public accountant and member of FAR.
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Auditor
Henrik Nilsson
Read moreHenrik Nilsson
Authorized public auditor and partner at Ernst & Young. Auditor of Genova Property Group since 2018.
Remuneration
Remuneration of Board members
Fees and other remuneration paid to Board members, including the Chairman, are determined by the Annual General Meeting (AGM). The AGM on 2 May 2024 resolved to adopt the nomination committee’s proposal that fees paid to the Board of Directors for the period until the end of the next AGM should be SEK 550,000 (non-adjusted from previous year) for the Chairman, and SEK 290,000 (non-adjusted from previous year) for each member. It was also resolved to pay a fee to the Board’s Audit Committee of SEK 150,000 (previous year SEK 100,000) to the Chairman and SEK 125,000 (previous year SEK 75,000) to each of the members, and to pay a fee to the Board’s Remuneration Committee of SEK 50,000 (non-adjusted from previous year) to the Chairman and SEK 40,000 (non-adjusted from previous year) to each of the members. Audit fees are paid in accordance with approved invoices.
Remuneration guidelines for senior executives
Genova shall offer remuneration and other terms of employment that enable the company to attract and retain senior executives with the competence required by the company. The general principle is that remuneration paid to senior executives in the company should be market-based and competitive. The remuneration of senior executives may consist of basic salary, variable cash remuneration, pension and other benefits. No variable remuneration is paid to the Chief Executive Officer.
The remuneration guidelines for senior executives were adopted by the AGM on 3 May 2023 and shall apply until the general meeting of shareholders decides otherwise.
Incentive programme 2023/2026
The AGM on 3 May 2023 resolved to issue a maximum of 400,000 warrants. Each warrant entitles the holder to subscribe for one new ordinary share in the company for SEK 85.90 per ordinary share during the period from 1 July 2026 until the date that follows 30 calendar days thereafter.
The company’s subsidiary, Genova Fastigheter AB, has subscribed for 400,000 warrants and has in turn transferred 396,000 warrants to employees and consultants of the company. The price (option premium) has been determined using the Black & Scholes valuation model, with the valuation being carried out by Svalner Skatt & Transaktion.
If all 400,000 warrants are exercised for subscription of 400,000 new ordinary shares, the dilution effect will be approximately 1 percent (calculated on the basis of the number of ordinary shares on the date of the AGM 2023).
Remuneration reports
Articles of Association
Article 1 Name of the company
The name of the company is Genova Property Group AB (publ). The company is a public limited liability company.
Article 2 Registered office
The registered office of the Board shall be in the City of Stockholm.
Article 3 Business activities
The object of the company is to conduct property investments and property management, and other related activities.
Article 4 Share capital
The share capital shall amount to not less than SEK 40,800,000 and not more than SEK 163,200,000.
Article 5 Shares
5.1
The number of shares in the company shall amount to not less than 34,000,000 and not more than 136,000,000. Two classes of shares may be issued: ordinary shares and preference shares. Each ordinary share entitles the holder to one (1) vote, and each preference share to one-tenth (1/10) of a vote. Shares of each class may be issued in a number equal to the entire share capital. However, the number of preference shares that may be issued is limited by the provisions of Section 5.7 below.
5.2
Should the company decide to issue new ordinary shares or preference shares by way of a cash issue or offset issue, the holders of ordinary shares and preference shares shall have preemptive rights to subscribe for new shares of the same class in proportion to the number of shares they previously held (primary preemptive rights). Any shares not subscribed for with primary preemptive rights shall be offered to all shareholders (secondary preemptive rights). Should the entire number of shares subscribed for with secondary preemptive rights be unavailable, the shares shall be allotted between the subscribers in proportion to the number of shares they previously held, irrespective of whether the shares are ordinary shares or preference shares, and, to the extent this is not possible, by drawing lots.
5.3
Should only new ordinary shares or new preference shares be issued by way of a cash issue or offset issue, the holders of the class of shares to be issued shall have preemptive rights to subscribe for new shares in proportion to the number of shares of the same class that they previously held (primary preemptive rights). Any shares not subscribed for with primary preemptive rights shall be offered to all shareholders (secondary preemptive rights). Should the entire number of shares subscribed for with secondary preemptive rights be unavailable, the shares shall be allotted between the subscribers in proportion to the number of shares they previously held, irrespective of whether the shares are ordinary shares or preference shares, and, to the extent this is not possible, by drawing lots.
5.4
Should warrants or convertibles be issued by way of a cash issue or offset issue, the holders of ordinary shares and preference shares shall have preemptive rights to subscribe for warrants as if the issue applied to those shares that may be newly subscribed for under the option right or, respectively, preemptive rights to subscribe for the convertibles as if the issue applied to those shares that the convertibles may be exchanged for.
5.5
The foregoing shall not entail any limitation on the possibility to resolve on an issue with disapplication of preemptive rights.
5.6
When increasing the share capital by way of a bonus issue, only new ordinary shares may be issued. In this event, only the ordinary shareholders shall have preemptive rights to the new shares. The bonus shares shall be allotted between the ordinary shareholders in proportion to the number of shares they previously held. The foregoing shall not entail any limitations on the possibility to issue new shares of the same class by way of a bonus issue, following any appropriate amendments to the Articles of Association.
5.7
Should, and provided that, the preference share ratio (calculated using the method describe below) (Preference Share Ratio) exceeds 9/20 (or 0.45), or will exceed 0.45/1 after the issue of additional preference shares, a decision to issue additional preference shares may not be made.
The preference share ratio is: A / B where: A. is the total issue proceeds of all preference shares outstanding, and B. is the Group’s (where the company is Parent Company) recognised equity according to the company’s most recently published interim report less any proposed but not adopted or implemented value transfer, including any dividends on preference shares proposed but not yet implemented by the Board in accordance with Section 6.1 below.
All preference shares outstanding’ means the total number of registered preference shares plus adopted, but not registered, new issues of preference shares, preference shares that may be added when convertibles and warrants are exercised, and preference shares that may be issued under other financial instruments, less such preference shares held by the company itself, and those preference shares that are subject to redemption at the discretion of a General Meeting or the Board.
Article 6 Dividends
6.1
Should the General Meeting resolve to issue a dividend, the preference shares shall confer preemptive rights over the ordinary shares to the annual dividend as set out below. The preference shares shall not otherwise confer any right to a dividend.
The right to a dividend per preference share (Preference Dividend) shall, from 1 January 2016 until the preference shares are redeemed, amounts to a maximum of SEK 10.50 per year, whereby SEK 2.62 shall be paid out in the first and third quarters of the calendar year, and SEK 2.63 in the second and fourth quarters of the calendar year, on the record dates set out below.
6.2
Dividends on preference shares shall be paid quarterly in SEK. Record dates shall be 20 February, 20 May, 20 August and 20 November. Should such dates not fall on a business day, meaning a day that is not a Saturday, Sunday or public holiday, the record date shall be the immediately preceding business day. The dividend shall be paid out on the third business day after the record date.
6.3
If no dividend has been distributed on preference shares in connection with a record date as set out in Section 6.2 above, or if only a dividend less than the Preference Dividend has been distributed, the preference shares, provided the General Meeting has resolved to pay a dividend, shall confer a right to receive, in addition to future Preference Dividends, an amount that is evenly distributed between each preference share, corresponding to the difference between what would have been paid and the amount paid (Amount Outstanding) before a dividend on the ordinary shares is distributed. The Amount Outstanding shall be adjusted upward by a factor corresponding to an annual interest rate of ten (10) percent, whereby adjustment shall be made from the quarterly date when part of the dividend was paid (or should have been paid, in the event that no dividend was paid at all).
6.4
Should the number of preference shares be changed due to a merger, demerger or similar company event, the amount that the preference share confers a right to under Articles 6-8, shall be recalculated to reflect the change.
Article 7 Redemption
7.1
The share capital may be reduced, although not below the minimum share capital requirement, by redeeming a certain number of, or all, preference shares at the discretion of the General Meeting. Following a resolution to reduce the share capital, an amount corresponding to the reduction shall be allocated to the statutory fund if the requisite funds are available.
7.2
The allotment of redeemable preference shares shall be pro rata to the number of preference shares held by each preference shareholder on the date of the General Meeting’s redemption decision. If it is not possible to allot the shares evenly as described above, the Board shall decide on the allotment of excess redeemable preference shares. However, provided the decision is supported by all preference shareholders, the General Meeting may decide which preference shares shall be redeemable.
7.3
The redemption price of each redeemed preference share shall be calculated as follows:
A.
Until November 24, 2025, an amount corresponding to (i) SEK 130 plus (ii) any accrued portion of Preference Dividends plus (iii) any Amount Outstanding adjusted upwards by an amount corresponding to the annual interest rate as set out above in Section 6.3. However, the redemption price for each redeemed preference share must never be lower than the share’s quota value.
B.
At any time after November 25, 2025, an amount corresponding to (i) SEK 110 plus (ii) any accrued portion of Preference Dividends plus (iii) any Amount Outstanding adjusted upwards by an amount corresponding to the annual interest rate as set out above in Section 6.3. However, the redemption price for each redeemed preference share must never be lower than the share’s quota value. ‘Accrued portion of Preference Dividends’ is the accrued dividend for the period commencing on (but excluding) the most recent record date for calculating the Amount Outstanding up to and including the date of payment of the Redemption Price. The number of days shall be calculated as the actual number of days in relation to 90 days.
7.4
Holders of preference shares who have requested redemption shall be required to accept the redemption price for the preference share within three months of receiving written notification of the General Meeting’s redemption decision, or, where approval of the reduction is required by the Swedish Companies Registration Office or a Court, after receiving notification that a decision regarding such approval has become final.
Article 8 Dissolution of the company
In the event of dissolution of the company, preference shares shall have preemptive rights over ordinary shares to receive, from the company’s assets, an amount per preference share corresponding to the redemption price calculated as set out above in Section 7.3 on the dissolution date before distribution to ordinary shareholders. The preference shares shall not otherwise confer any distribution rights.
Article 9 Board of Directors
The Board shall consist of at least three, but no more than ten members, with no deputies.
Article 10 Auditors
One or two auditors, with or without deputy auditors, shall be appointed to review the limited liability company’s Annual Report and financial statements, and the administration of the Board of Directors and the Chief Executive Office.
Article 11 Notice
11.1
Notice of a General Meeting shall be given by advertising in Post- och Inrikes Tidningar (the Swedish Official Gazette) and by publishing the notice on the company’s website. Information that notice has been issued shall be published in Svenska Dagbladet.
11.2
Notice of a General Meeting or Extraordinary General Meeting where amendments to the Articles of Association will be addressed shall be issued not earlier than six weeks and not later than four weeks prior to the Meeting. Notice of an Extraordinary General Meeting to address other matters shall be issued not earlier than six weeks and not later than three weeks prior to the Meeting.
11.3
Shareholders who wish to participate in the General Meeting must notify the company by the date specified in the notice to attend the General Meeting.
11.4
Shareholders may be accompanied by a maximum of two advisors at the General Meeting, but only if the shareholder notifies the company of the number of advisors in the manner set out in the paragraph above.
11.5
The Board may resolve that a person who is not a shareholder in the company shall have the right to, on the terms determined by the Board, attend or otherwise follow the proceedings at a General Meeting.
11.6
The Board may collect powers of attorney pursuant to Chapter 7, Section 4 of the Swedish Companies Act (2005:551).
11.7
The Board may prior to a General Meeting resolve that the shareholders shall be able to exercise their voting rights by post prior to the General Meeting pursuant to Chapter 7, Section 4a of the Swedish Companies Act (2005:551).
Article 12 Matters to be addressed at the Annual General Meeting
The following matters shall be addressed at the Annual General Meeting:
1. Election of the Chairman of the General Meeting.
2. Preparation and approval of the voting list.
3. Election of one or two people to verify the minutes.
4. Determination of whether the General Meeting has been duly convened.
5. Approval of the agenda.
6. Presentation of the Annual Report and auditors´report.
7. Resolutions on:
a. adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet
b. appropriations of the limited liability company´s profit or loss in accordance with the adopted balance sheet, and
c. discharge from the liability for the Board of Director and CEO
8. Determination of Board and auditor fees.
9. Election of Board members, Chairman of the Board and, where applicable, auditors.
10. Any other matters to be considered by the General Meeting pursuant to the Swedish Companies Act (2005:551) or the Articles of Association.
Article 13 Financial year
The financial year shall be 1 January-31 December.
Article 14 Record day provision
The company’s shares shall be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
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