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General Meetings

Starbreeze Investor Relations

Annual General Meetings

Documentation General Meetings
Extraordinary General Meeting (2020-08-13)

STOCKHOLM, SWEDEN (July 7, 2020) – The shareholders in Starbreeze AB (publ), reg.no. 556551-8932, (the “Company”) are hereby convened to the Extraordinary General Meeting (the “Meeting”) on Thursday 13 August 2020 at 2.00 p.m. at Mannheimer Swartling’s offices, Norrlandsgatan 21, Stockholm, Sweden.

 

Notice

Shareholders who wish to participate at the Extraordinary General Meeting shall

  • be registered under the shareholder’s own name in the share register kept by Euroclear Sweden AB on Friday 7 August 2020, and
  • notify the Company no later than on Friday 7 August 2020, to address Starbreeze AB, ”Extra bolagsstämma 2020”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or on the Notice website: https://anmalan.vpc.se/StarbreezeEGMol06/.

Such notification shall include name, personal identification number or corporate registration number, address, telephone number and the name of any representative and/or advisor. If the shareholder intends to be represented by a representative, a proxy, in original, shall be presented at the Meeting along with any certificate of registration and other documents of authorization. Copies of such documents of authorization should also be included in the notification. A form of proxy is available at the Company and on the Company’s website,www.starbreeze.com, and can also be sent to the shareholders upon request. A proxy is valid one year from the date of issue or such longer period stated in the proxy, however, not more than five years.

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 realize such re-registration must advise their nominees well in advance of Friday 7 August 2020, at which time such re-registration shall be executed.

 

Information with regard to the coronavirus

As part of the effort to minimize the risk of spreading the coronavirus, the Board of Directors has resolved that shareholders in the Company shall be able to exercise their voting rights at the Meeting in advance by so-called postal voting. The intention of the Board of Directors’ resolution is to reduce the number of people gathered at the location of the Meeting. The Company encourages its shareholders to, in the manner stated below, exercise the possibility of postal voting.

The Company has also decided to take the following measures due to the coronavirus:

  • no beverages or food will be served,
  • the number of non-shareholders, Board members, corporate officers and guests present will be limited, and
  • the questions at the Meeting will be concentrated on matters on the agenda and other information that the participants are entitled to receive according to law, and the Meeting will as far as possible be minimized in time without restricting the rights of the shareholders.

Further measures may be presented by the Board before the Meeting. Information will be announced and available on the Company’s website.

Please follow the recommendations regarding the coronavirus and the covid-19 disease from the Public Health Agency. For up-to-date information, see www.folkhalsomyndigheten.se.

 

Postal voting

Shareholders who wish to exercise the possibility of postal voting shall, in addition to being included in the shareholder’s register in accordance with the above, use a form for postal voting and notice of attendance, which is available at the Company’s website, www.starbreeze.com.

  • The postal voting form shall be sent to the Company by e-mail to GeneralMeetingServices@euroclear.eu or by regular mail to Starbreeze AB, ”Extra bolagsstämma 2020”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm.
  • Shareholders who are natural persons may also give their notice and cast their postal votes digitally through BankID verification. Link to digital postal voting is available on the Company’s website, starbreeze.com, and at https://anmalan.vpc.se/EuroclearProxy/.
  • The postal voting form must be the Company at hand no later than the same time as the notice of attendance to the Meeting, on Friday 7 August 2020.

If the shareholder is a legal entity, a copy of the certificate of registration or a similar document of authorization is to be attached. For those who wish to postal vote via a representative, a proxy should also be attached. The shareholder may not provide the postal vote with specific instructions or conditions. If so, the vote is invalid.

 

Documentation Annual General Meeting 2020  (2020-05-13)

 

Proxy form
Notice to EGM 13 August 2020
Starbreeze AB – BoD resolution on a rights issue
Starbreeze AB – BoD proposal on amendment of the Articles of Association
Form for postal voting and notification of attendence
Other documentation available in Swedish

 

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.

General Meeting’s Archive
Annual General Meeting 2020 (2020-05-13)

The shareholders in Starbreeze AB (publ), reg.no. 556551- 8932, (the “Company”) are hereby convened to the Annual General Meeting (the “Meeting”) on Wednesday 13 May 2020, at 16.00 at Biograf Skandia, Drottninggatan 82, Stockholm.

Shareholders who wish to participate at the Annual General Meeting shall

  • be registered – under the shareholder’s own name in the share register kept by Euroclear Sweden AB on Thursday 7 May 2020, and
  • notify the Company no later than on Thursday 7 May 2020, to address Starbreeze AB, ”Årsstämma”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or on the Company’s via the link below:

Notification link: https://anmalan.vpc.se/starbreezeagm/

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 realize such re-registration must advise their nominees well in advance of Thursday 7 May 2020, at which time such re-registration shall be executed.

 

Information with regards to the corona virus

Due to the outbreak of the corona virus the shareholders with symptoms of illness or shareholders who have visited a risk area are asked not to attend in person, there is a possibility to attend and exercise their voting rights through a proxy holder. Shareholders who want to authorize a proxy holder can find relevant documents on the Company’s website.

As a precautionary measure to reduce the risk of spreading the corona virus in connection with the Meeting, Starbreeze has also decided to take the following measures:

  • no beverages or food will be served,
  • there will be no speeches by the Chairman of the Board of Directors, the CEO, the auditor or the representative of the Nomination Committee,
  • the number of non-shareholders, Board members, corporate officers and guests present will be limited, and
  • The questions at the Meeting will be concentrated on matters on the agenda and other information that the participants are entitled to receive according to law. Consequently, no general question time will be held at this Annual General Meeting, and the Meeting will as far as possible be minimized in time without restricting the rights of the shareholders.

Further measures may be presented by the Board before the Meeting. Information will be announced and available on the Company’s website.

Please follow the recommendations regarding the corona virus and the covid-19 disease from the Public Health Agency. For up-to-date information, see folkhalsomyndigheten.se.

 

Documentation Annual General Meeting 2020  (2020-05-13)

 

Proxy form
Notice to 2020 AGM for Starbreeze AB
Starbreeze Annual Report 2019
The Board of Directors report on the result of the evaluation of remuneration
Report from the Annual General Meeting of shareholders in Starbreeze AB (publ)
Other documentation available in Swedish
Extraordinary General Meeting (2020-01-13)

Shareholders who wish to participate at the Extraordinary General Meeting shall

  • be registered under the shareholders own name in the share register kept by Euroclear Sweden AB no later than on Tuesday, January 7, 2020, and
  • notify the Company no later than Tuesday, January 7, 2020, to address Starbreeze AB, ”Bolagsstämma”, Box 7731, 103 95 Stockholm or by email: bolagsstamma@starbreeze.com.

 

Such notification shall include name, personal identification number or corporate registration number, address, telephone number and number of held shares. In the event 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 Extraordinary General Meeting. Such documentation of authorization should also be enclosed in the notification to the Company. 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 Extraordinary General 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 realize such re-registration must advise their nominees well in advance of Tuesday, January 7, 2020, at which time such re-registration shall be executed.

 

Documentation Extraordinary General Meeting  (2020-01-13)

 

Proxy form
Notice of Extraordinary General Meeting in Starbreeze AB (publ)
The Boards Complete Proposal (with language corrections)
Starbreeze report from the EGM Jan 13 2020

 

Documentation Annual Shareholders Meeting 2019 (2019-06-04)
Starbreeze AGM Presentation June 2019
Starbreeze report from the AGM 2019
Notice of Annual General Meeting in Starbreeze AB (publ) 2019 and complete proposals
Proxy form
Other documentation available in Swedish
Documentation EGM 2019-03-07
Minutes from the EGM 2019-03-07 (In Swedish)
2019-03-07 Starbreeze bulletin from EGM
Presentation Starbreeze March 2019 EGM
Notice of EGM 2019-03-07
Proxy form
Documentation EGM 2018-09-14
Minutes from the EGM [In Swedish]
Bulletin from the EGM
Notice of EGM
The boards complete proposal
Proxy form
Documentation AGM 2018
Minutes from the AGM [In Swedish]
Report from the AGM
Notice of AGM
Complete proposals
Appendix 1 – Warrant terms and conditions 
Proxy form
Information about proposed board members
Starbreeze Annual Report 2017
Extraordinary General Meeting 20 March 2018
Minutes from EGM
Corrected resolution on rights issue
Bulletin from EGM
 Notice of EGM
 Proxy form
 The board of directors report
 Revisorsyttrande [In Swedish]
 Send notification

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