The shareholders’ right to decide on the Company’s affairs is exercised through the highest decision-making body – the general meeting (annual general meeting or extraordinary general meeting).
The general meeting resolves, for example, on changes to the articles of association, the election of the board of directors and auditors, adoption of the income statement and balance sheet, the appropriation of profit or loss, discharge from liability for the board of directors and the CEOs, the principles for the appointment of the nomination committee and on guidelines for remuneration of senior management.
Shareholders have the right to have a specified matter brought before the general meeting. Shareholders who wish to exercise this right must submit a written request to the Company’s board of directors. Such a submission must normally have been received by the board of directors no later than seven weeks before the general meeting. General meetings shall be held in Stockholm. Notice convening annual general meetings and extraordinary general meetings where amendments to the articles of association are to be addressed, shall be issued no earlier than six weeks and no later than four weeks prior to the meeting. Notice convening other extraordinary general meetings shall be issued no earlier than six weeks and no later than three weeks prior to the meeting.
Notice shall be published in the Swedish National Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the Company’s website (www.oncopeptides.com). Furthermore, information regarding the notice shall be advertised in Dagens Industri.
To attend and vote at the general meeting, either in person or through a proxy, shareholders must be registered in the share register kept by Euroclear no later than five (5) business days prior to the meeting (i.e. on the record date) and also notify the Company of their participation no later than on the date specified in the notice convening the meeting. This date cannot be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth business day prior to the meeting. Shareholders may be accompanied by assistants at general meetings upon notification.
Every shareholder in the Company submitting a matter with sufficient foresight has the right to have the matter brought before the general meeting. To be able to determine who is entitled to attend and vote at general meetings, Euroclear shall, upon the Company’s request, supply the Company with a list of all holders of shares per the record date in connection with each general meeting. Shareholders who have their shares nominee-registered need to instruct the nominee to register the shares temporarily in the name of the shareholder in order to be entitled to attend and vote for their shares at general meetings (voting rights registration). Such registration must be completed no later than on the applicable record date and ceases to be in force once after the record date. Shareholders who have their shares directly registered on an account in the Euroclear system will automatically be included in the list of shareholders.