Fabege's supreme governing body is the regular general meeting (the Annual General Meeting), which is held during the first half of the year following the close of every financial year. All shareholders have the right to participate and have a matter taken up for consideration by the AGM.
Fabege's general meetings
The AGM's duties include:
- electing the Company's board and the Chairman of the Board,
- adopting the Company's balance sheets and income statements,
- deciding and appropriating the result of the Company's business,
- deciding on whether to grant discharge of liability to the members of the Board of Directors and the CEO,
- electing the Company's auditors and decides on the auditors' fees and
- deciding on increases or decreases in share capita.
The Swedish Companies Act, and the Articles of Association as adopted by the general meeting, are the primary foundation of the qualifications and activities of the general meeting. The notice to attend the general meeting is issued through Post- och Inrikes Tidningar as well as on the company’s web site. Information on the issuance of the notice to attend is announced in Svenska Dagbladet. The company must announce the location and town or city where the Annual General Meeting is to be held no later than in conjunction with the interim report for the third quarter. The notice to attend must be issued at the earliest six weeks, and at the latest four weeks, prior to the meeting.
Shareholders who would like to participate in the business of the AGM must be registered in the transcript of the entire share register pertaining to the conditions prevailing five working days prior to the AGM and notify the company of their intention, and that of no more than two advisors, to attend the Meeting no later than 4.00 pm on the day stipulated in the notice convening the AGM. Shareholders who are unable to attend the meeting in person can be represented by a proxy with written authorisation. Information on the forms of the general meeting, as well as the time of the meeting and registration instructions for the meeting, is to be submitted in conjunction with the issuance of the notice to attend.
A shareholder who wishes to have a matter addressed at a general meeting must submit a written request to the Board of Directors. The request must be received by Fabege at least seven weeks prior to the general meeting, or well enough in advance that the matter can be included in the notice to attend.
As regards proposals for decisions on matters that have already been taken up on the agenda, and where it is not required by law that proposals must be presented at a certain time in advance, shareholders have the right to present such proposals during the period up until the time that the general meeting is held (including during the general meeting).
The agenda for the general meeting indicates which matters are subject to resolution by the general meeting, and which matters are points of information. Matters on the agenda that require resolution by the general meeting are subject to a binding ballot vote in which the shareholders vote for or against the issue, or alternately abstain from voting. Furthermore, all shareholders have the right under Chapter 7, Section 32 of the Swedish Companies Act, at a general meeting to ask questions of the Board of Directors and CEO regarding matters on the agenda and the company’s relationship to other Group companies, as well as to ask questions regarding the financial position of the company and of the Group.