The General Meeting is Humana’s highest decision-making body and all shareholders are entitled to attend. By exercising their voting rights, Humana’s shareholders can participate and decide on several important issues such as the election of directors and auditors, adoption of the financial statements, discharge from liability for the CEO and Board, and the appropriation of the Company’s profit.
General
According to the Companies Act (2005:551), the Annual General Meeting (AGM) is a company’s highest decision-making body, at which the shareholders exercise their right to vote. Extraordinary general meetings may be held in addition to the AGM. The company’s AGM is held before the end of June every calendar year in Stockholm. Extraordinary general meetings are held as required.
The AGM resolves on a number of issues, including the adoption of the income statement and balance sheet, appropriation of the company’s profit or loss, discharge from liability to the company for the Board members and CEO, composition of the Nomination Committee, election of Board members (including a chairman) and auditors, remuneration to Board members and auditors, guidelines for remuneration to the CEO and other senior executives, as well as any changes to the company’s Articles of Association.
Notice of annual general meeting
According to Humana’s Articles of Association, notice of the AGM shall be given via advertisement in Post- och Inrikes Tidningar and on Humana’s website. An announcement that notice of the AGM has been published will be advertised in Swedish newspaper Dagens Industri and through a press release in Swedish and English containing the notice in its entirety.
Right to participate in the annual general meeting
Shareholders who are registered in the share register maintained by Euroclear Sweden six working days prior to the AGM, and who have informed Humana of their intention to attend no later than the date stated in the notice of the AGM, are entitled to participate in the AGM and to vote based on the number of shares owned.
In order to be entitled to participate in the AGM, shareholders whose shares are registered in the name of a trustee with a bank or other nominee must, in addition to informing Humana, request that their shares be temporarily registered in their own name in the share register maintained by Euroclear Sweden. Shareholders should inform their trustee well in advance of the record date.
Shareholders may participate in the AGM in person or via a representative, and may be accompanied by no more than two advisors. Shareholders normally have the opportunity to register to attend the AGM in several different ways, in accordance with what is stated in the notice to attend.
Shareholders’ right of initiative
Shareholders who wish to have a particular matter discussed at the AGM must submit a written request to the Board of Directors. The request should usually be received by the Board of Directors no later than seven weeks prior to the AGM.