The Annual General Meeting is the highest decision-making body in a limited liability company and it is at the Annual General Meeting where all shareholders can exercise their right to decide on issues affecting the Company and its operations.
The authority and work of the Annual General Meeting are primarily based on the Companies Act and the Code as well as on the Articles of Association adopted by the Annual General Meeting.
The Annual General Meeting of shareholders shall be held within six months of the end of the financial year. At the Annual General Meeting, resolutions shall be passed with respect to the adoption of the income statement and balance sheet as well as the consolidated income statement and balance sheet, the disposition of the Company’s earnings according to the adopted balance sheet, the discharge of liability for the Board of Directors and the Chief Executive Officer, appointment of the Board of Directors and their Chairman and the Company’s auditors, and certain other matters provided for by law and the Articles of Association.
Shareholders wishing to have matters considered at the Annual General Meeting should submit their proposals in writing to the Company Secretary, Modern Times Group MTG AB, Annual General Meeting, P.O. Box 2094, SE-103 13 Stockholm, Sweden at least seven weeks before the Annual General Meeting in order to guarantee that their proposals may be included in the notice to the Meeting.
Shareholders who wish to participate in the Annual General Meeting must be duly registered as such with Euroclear Sweden AB (Swedish Securities Centre). The shareholders may then attend and vote at the meeting in person or by proxy. A shareholder wishing to attend the Annual General Meeting must notify MTG of his or her intention to attend. The manner in which to notify MTG can be found in the notice convening the Annual General Meeting.
Those shareholders who cannot attend the Annual General Meeting in person and wish to be represented by a proxy, must authorise the proxy by issuing a power of attorney. If such power of attorney is issued by a legal entity, an attested copy of the certificate of registration must be attached. The power of attorney and certificate of registration may not be issued more than one year before the date of the Annual General Meeting.
A notice convening an Annual General Meeting or an extra General Meeting where a change in the Articles of Association shall be dealt with may be issued at the earliest six weeks before the General Meeting and four weeks before the meeting at the latest. A notice convening any other extra General Meeting may be issued at the earliest six weeks before the meeting and two weeks before the meeting at the latest. All other information to the shareholders should be announced in the same way.
According to the Articles of Association, a notice to attend a General Meeting shall be issued in the form of an announcement in the Official Swedish Gazette, Metro and Svenska Dagbladet.