The AGM resolves upon matters including the adoption of the income statement and balance sheet, dividends, discharge from liability of the members of the Board of Directors and the President, election of members of the Board, Chairman of the Board and, if any, auditors, remuneration of the Board of Directors and auditors, approval of the remuneration report, principles for remuneration of senior management (at least every four years) and other important matters.
Shareholders who are registered in the register of shareholders on the record date and who have notified the company of their intention to attend no later than on the date specified in the notice convening the AGM are entitled to attend and vote at the AGM, in person or by proxy. Shareholders whose shares are registered in the name of a nominee must, in order to exercise their voting rights at the AGM, temporarily re-register their shares in their own name, as specified in the notice convening the AGM. The Board of Directors may also resolve that shareholders may vote their shares by mail before the AGM.
Resolutions at the AGM are normally passed by a simple majority. However, in certain matters, the Swedish Companies Act stipulates that approval of a proposal requires a higher proportion of the votes represented and cast at the meeting.
The notice convening the AGM is sent no earlier than six and no later than four weeks before the AGM. The notice contains information about registering intention to attend and entitlement to participate in and vote at the meeting, a numbered agenda of the items to be addressed, information on the proposed dividend, the main content of other proposals and information regarding the procedures for the AGM.
In order to have a matter dealt with at the AGM, shareholders must submit a written request to the Board of Directors no less than seven weeks before the AGM (or in such time that the matter can be included in the notice of the AGM), in order for the matter to be included in the agenda. Proposals for resolutions on matters already included on the agenda for the AGM must, as a point of departure, have been received by the Board of Directors in writing no later than three weeks before the AGM. However, with regard to proposals for resolutions on matters for which the law or the company’s Articles of Association do not require that proposals be submitted a certain period in advance (such as regarding election of a chairman for the AGM, members of the Board of Directors and auditors, remuneration of members of the Board of Directors and auditors, and proposals for dividends to minority shareholders), each shareholder is entitled to submit such proposals during the period up to the date of the AGM.
Proposals should be sent to the company at the address: Holmen AB, Secretary of the Board, Box 5407, SE-114 84 Stockholm, Sweden.
The agenda for each AGM shall indicate which items constitute elections or are subject to resolution by the AGM, and which items are information items. In the case of items on the agenda constituting elections, the AGM shall elect the person or persons receiving the highest number of votes. Matters on the agenda requiring resolution by the AGM are subject to a binding vote by the shareholders in favour or against, or abstaining from voting on the matter.
This information regarding Holmen AB’s AGM has been prepared in accordance with European Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council.