Annual General Meetings
documentation general meetings
Notice of Annual General Meeting in Starbreeze AB (publ)
The shareholders of Starbreeze AB (publ), 556551–8932, are given notice of the Annual General Meeting to be held on Wednesday 12 May 2021.
In the light of the ongoing corona pandemic and in order to minimize any risk of spreading of the corona virus, the Board of Directors has decided that the Annual General Meeting is to be held only through postal voting in accordance with temporary legislation. This means that the Annual General Meeting will be conducted without the physical presence of shareholders, representatives or external parties and that shareholders will only be able to exercise their voting rights by postal voting in advance of the Annual General Meeting in the manner described below.
Information on the resolutions passed at the meeting will be disclosed on 12 May 2021, as soon as the outcome of the postal voting has been finally confirmed.
Registration and notification
A person who wishes to participate in the Annual General Meeting must
- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday 4 May 2021, and
- give notice of participation no later than Tuesday 11 May 2021, by casting its postal vote in accordance with the instructions under the heading “Postal voting” below so that the postal voting form is received by Euroclear Sweden AB no later than that day.
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the general meeting by submitting its postal vote, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date Tuesday 4 May 2021. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Thursday 6 May 2021 will be taken into account in the presentation of the share register.
The Board of Directors has decided that shareholders should be able to exercise their voting rights only by postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form must be used for the postal vote. The form for postal voting is valid as notice of participation to the AGM and is available on the Group’s website www.starbreeze.com. Completed and signed forms for postal voting can be sent by mail to Starbreeze AB, ”Annual General Meeting 2021”, c/o Euroclear Sweden, Box 191, 101 23 Stockholm or by e-mail to firstname.lastname@example.org (state “ Starbreeze AB – Postal voting” in the subject line). Completed forms must be received by Euroclear no later than 11 May 2021. Shareholders who are natural persons may also cast their votes electronically through verification with BankID. A link to electronic postal voting is available on the Company’s website, www.starbreeze.com, and via https://anmalan.vpc.se/EuroclearProxy. Such electronic votes must be submitted no later than 11 May 2021.
The shareholders may not provide special instructions or conditions to the postal vote. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy/.
Powers of attorney
If the shareholder submits its postal vote by proxy, a written and dated Power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the Group’s website www.starbreeze.com. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
Shareholders’ right to receive information
The Board of Directors and CEO shall, if any shareholder so request and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the Company’s or its subsidiaries’ financial situation and the Company’s relation to other companies within the Group. A request for such information shall be made in writing to the Company no later than ten days prior to the Annual General Meeting, i.e. no later than 2 May 2021, at the address of Starbreeze AB, “Annual General Meeting 2021”, Box 7731, 103 95 Stockholm or by email to email@example.com, (entitled “Annual General Meeting 2021”). The information will be made available on the Group’s website www.starbreeze.com and on the Company’s head office, Regeringsgatan 38, 111 56 Stockholm, no later than Friday 7 May 2021. The information is also sent within the same time to the shareholders who requested it and stated their address.
Documentation Annual General Meeting 2021-05-12
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
Extraordinary General Meeting (2020-08-13)
Annual General Meeting 2020 (2020-05-13)
Extraordinary General Meeting (2020-01-13)
|Notice of Extraordinary General Meeting in Starbreeze AB (publ)|
|The Boards Complete Proposal (with language corrections)|
|Starbreeze report from the EGM Jan 13 2020|
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|
|Other documentation available in Swedish|
|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|
|Minutes from the EGM [In Swedish]|
|Bulletin from the EGM|
|Notice of EGM|
|The boards complete proposal|
|Minutes from the AGM [In Swedish]|
|Report from the AGM|
|Notice of AGM|
|Appendix 1 – Warrant terms and conditions|
|Information about proposed board members|
|Starbreeze Annual Report 2017|
EGM 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