General Meeting of Shareholders and Articles of Association
The General Meeting of Shareholders is the highest decision-making body in New Nordic Healthbrands AB. Here, shareholders exercise their ownership role in an active, well‐informed manner through discussions and resolutions. The General Meeting decides on all issues that do not expressly fall under the jurisdiction of another corporate body. Every shareholder has the right to participate in and to vote for their shares at the General Meeting in accordance with the provisions of the Articles of Association.
New Nordic Healthbrands AB’s AGM shall be held in Malmö or Stockholm within six months of the end of the financial year. The AGM appoints the Board of Directors and the auditors and determines their fees. The AGM also adopts the financial statements, decides on the appropriation of profits and on discharge from liability for the Board of Directors and the CEO, and decides on other matters that according to the Articles of Association or legislation should be considered by the General Meeting.
The Articles of Association have been adopted by the General Meeting.
The company’s share capital shall be a minimum of SEK 5,000,000 and a maximum of SEK 20,000,000. The minimum number of shares outstanding shall be 5,000,000 and the maximum number of shares outstanding shall be 20,000,000. The company only has one share class.
The Articles of Association also stipulate that the company’s Board of Directors shall consist of not less than three and not more than five members with a maximum of five deputies, and regulates the forms of notice for General Meetings. The Articles of Association do not contain any limitations in respect of how many votes each shareholder may cast at a General Meeting. For the entire Articles of Association, which in their current form were adopted on 29 April 2013, see the company’s website, the section Articles of Association.
Notice for Annual General Meetings, and notice for Extraordinary General Meetings (EGMs), where an amendment of the Articles of Association will be on the agenda, shall be issued not more than six weeks and not less than four weeks before the Meeting. Notice for other EGMs shall be issued not more than six weeks and not less than three weeks before the Meeting. Notice convening a General Meeting shall be in the form of an announcement in Svenska Dagbladet and in Post och Inrikestidningar, such as stated in the companies Articles of Association, and on the company’s website.
Shareholders who wish to participate in the General Meeting shall (i) be entered in a transcript or other version of the entire share register showing the state of affairs five weekdays before the General Meeting and (ii) give notice to the company for himself / herself and up to two assistants not later than 3:00 p.m. on the date specified in the notice for the General Meeting.
New Nordic Healthbrands AB (publ)'s Nomination Committee is to propose a chair for the Annual General Meeting. The proposal is to be presented in the notice of the meeting.
New Nordic Healthbrands AB (publ) Chair and as many members of the Board of Directors as are required for a quorum are to be present at shareholders' meetings. The Chief Executive Officer is to attend. At least one member of the New Nordic Healthbrands AB (publ)'s Nomination Committee, at least one of the company's auditors and, if possible, each member of the Board of Directors are to be present at the Annual General Meeting.
If the ownership structure warrants it, and it is financially feasible given the financial situation if the New Nordic Healthbrands AB (publ), the company is to offer simultaneous interpretation of the shareholders' meeting into other relevant languages than Swedish, as well as translation of all or parts of the meeting documentation. The same applies to the Minutes of the Meeting.
A shareholder, or a proxy representative of a shareholder, who is neither a member of the Board of Directors nor an employee of New Nordic Healthbrands AB (publ) is to be appointed to verify the minutes of the shareholders' meeting.
You will find the Notice and Minutes from the General Meetings below for download: