Annual General Meeting
Pursuant to the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)), the Annual General Meeting is the supreme decision-making body in a limited liability company where shareholders exercise their voting rights. The Annual General Meeting elects the Board of Directors and the auditors and takes decisions on such matters as amendments to the Articles of Association.
Participation
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 and be registered in the shareholder register on a specified record date. Shareholders unable to attend the meeting in person may be represented by proxy. The Board of Directors 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 of Directors. The request must be received by Munters 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 of Directors 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.