Castellum’s highest decision-making body is the General Meeting, where all shareholders have the right to participate and vote on the basis of their aggregate shareholdings.
The company’s regular general meeting (the Annual General Meeting), which is held during the first half of the year following the close of every financial year, elects the company’s Board of Directors and auditor as proposed by a Nomination Committee specially appointed by the general meeting. The general meeting also resolves on the appropriation of profits, the adoption of the annual report, the fees to the company’s Board of Directors and auditor, and – where appropriate – guidelines for remuneration to senior executives and changes to the Articles of Association, as well as other important issues.
The Swedish Companies Act, and the Articles of Association as adopted by the general meeting, are the primary foundation of the qualifications and activities of the general meeting. The notice to attend the general meeting is issued through Post- och Inrikes Tidningar as well as on the company’s web site. Information on the issuance of the notice to attend is announced in Dagens industri. The company must announce the location and town or city where the Annual General Meeting is to be held no later than in conjunction with the interim report for the third quarter. The notice to attend must be issued at the earliest six weeks, and at the latest four weeks, prior to the meeting.
In order to participate in the meeting, shareholders must register with the company at the latest on the date indicated in the notice to attend. Shareholders who are unable to attend the meeting in person can be represented by a proxy with written authorisation. Information on the forms of the general meeting, as well as the time of the meeting and registration instructions for the meeting, is to be submitted in conjunction with the issuance of the notice to attend.
A shareholder who wishes to have a matter addressed at a general meeting must submit a written request to the Board of Directors. The request must be received by Castellum at least seven weeks prior to the general meeting, or well enough in advance that the matter can be included in the notice to attend.
As regards proposals for decisions on matters that have already been taken up on the agenda, and where it is not required by law that proposals must be presented at a certain time in advance, shareholders have the right to present such proposals during the period up until the time that the general meeting is held (including during the general meeting).
The agenda for the general meeting indicates which matters are subject to resolution by the general meeting, and which matters are points of information. Matters on the agenda that require resolution by the general meeting are subject to a binding ballot vote in which the shareholders vote for or against the issue, or alternately abstain from voting. Furthermore, all shareholders have the right under Chapter 7, Section 32 of the Swedish Companies Act, at a general meeting to ask questions of the Board of Directors and CEO regarding matters on the agenda and the company’s relationship to other Group companies, as well as to ask questions regarding the financial position of the company and of the Group.