Annual General Meetings
Annual General Meeting 2018
The annual general meeting of shareholders in Starbreeze will be held at the Rival Hotel, Mariatorget 3, Stockholm on 9 May 2018 at 16:00 CET. Shareholders who wish to participate at the Annual General Meeting shall
- be registered – under the shareholders own name in the share register kept by Euroclear Sweden AB on Thursday 3 May 2018, and
- notify the Company no later than Thursday 3 May 2018, preferably before 16.00, using this link or mail to address Starbreeze AB, ”Årsstämma”, Box 7731, 103 95 Stockholm.
Such notification shall include name, personal identification number or corporate registration number, address, telephone number and number of shares. If the shareholder intends to be represented by a representative, appropriate documentation of authorization – e.g. proxies and certificate of registration – must be presented at the Meeting. Such documentation of authorization should also be included in the notification. For those who wish to participate by proxy, the Company provides a form of proxy available on the Company’s website, www.starbreeze.com.
To be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names. Shareholders who wish to realise such re-registration must advise their nominees well in advance of Thursday 3 May 2018, at which time such re-registration shall be executed.
Documentation ahead of the AGM 2018
|Notice of AGM|
|Appendix 1 – Warrant terms and conditions|
|Information about proposed board members|
Annual General Meetings
The shareholders exercise their influence over the company at the annual general meeting (AGM), which is the Company’s highest decision-making body. All shareholders registered in the share register kept by Euroclear Sweden AB on the record date and entered in a book-entry system or CSD account have the right to participate in person or represented by proxy. The AGM is empowered to decide on any matter that concerns the Company and which is not expressly under the exclusive competence of another corporate body pursuant to the Swedish Companies Act or the Articles of Association. The AGM may, for example, resolve to increase or decrease share capital, amend the Articles of Association, or that the Company should be wound up. As regards the new issue of shares, convertible instruments or warrants, the AGM may decide on these matters directly or authorize the board of directors to decide whether to carry out the issue. Each shareholder, regardless of the size of the holding, has the right to have a specified item on the agenda of the annual general meeting. Shareholders wishing to exercise this right must submit a written request to the Company’s board of directors. Such requests must normally be received by the board of directors in sufficient time for the item to be included in the notice of meeting.
The AGM is held annually within six months of the end of the financial year. The Code establishes that the chairman of the board, as many directors as required for a quorum and the chief executive officer must attend the general meeting. The chairman of the meeting is nominated by the nomination committee and elected by the meeting. The tasks of the general meeting include electing the Company’s board of directors and auditors, adopting the Company’s balance sheet and income statement, deciding on appropriation of profits or losses in accordance with the adopted balance sheet, and deciding on discharge of liability for the directors and the chief executive officer. The meeting also decides the fees to be paid to directors and the Company’s auditors.
The board of directors may call an extraordinary general meeting when it deems there is reason to hold a meeting before the next annual general meeting. The board is also required to call an extraordinary general meeting if the statutory auditor or a shareholder minority representing at least ten percent of the company’s shares so requests, in order to address a specific matter.
Notices of general meetings must be made through advertisement in Post- och Inrikes Tidningar and on the company’s website. On the date notice is made, information that notice has been issued must be advertised in Dagens Industri. Notices of ordinary general meetings and extraordinary general meetings at which amendments to the Articles of Association will be addressed must be issued no earlier than six (6) weeks and no later than four (4) weeks before the general meeting. Notices of other extraordinary general meetings must be issued no earlier than six (6) weeks before and no later than three (3) weeks before the general meeting. The minutes of the meeting must be available on the Company’s website no later than two weeks after the meeting.
Extraordinary General Meeting 20 March 2018
|Minutes from EGM|
|Corrected resolution on rights issue|
|Bulletin from EGM|
|Notice of EGM|
|The board of directors report|
|Revisorsyttrande [In Swedish]|
Please note that the documentation from the previous general meetings only is available in Swedish, please contact us for further questions. Go to the Swedish section of Annual General Meetings