According to the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen), the shareholders’ meeting is the Company’s ultimate decision-making body. At the shareholders’ meeting, the shareholders exercise their voting rights in key issues, such as the adoption of income statements and balance sheets, appropriation of the Company’s results, discharge from liability of members of the board of directors and the CEO, election of members of the board of directors and auditors and remuneration to the board of directors and the auditors.
The annual shareholders’ meeting must be held within six months from the end of the financial year. In addition to the annual shareholders’ meeting, extraordinary shareholders’ meetings may be convened. According to the Company’s articles of association, shareholders’ meetings are convened by publication of the convening notice in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the Company’s website. At the time of the notice convening the meeting, information regarding the notice shall be published in Dagens industri.
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. Shareholders may be represented by proxy. 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 the company 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 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.
Profoto’s Annual General Meeting 2022 will be held on May 5, 2022. The Board of Directors has decided that the shareholders shall be able to exercise their voting rights at the Annual General Meeting only by postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
Shareholders who wish to have a matter addressed at the AGM should, to ensure that the proposal may be considered, send such proposal to the Board of Directors (at the company’s address) no later than March 17, 2022.
Att: Board of Directors
Box 1264, Landsvägen 57
SE-172 25 Sundbyberg