Clas Ohlson’s highest decision-making body is the General Meeting, where all shareholders have the right to participate, to have a matter addressed and to vote for all their shares. Each year, the ordinary General Meeting (the Annual General Meeting), appoints the Board, the Chairman of the Board and the auditors for Clas Ohlson. In addition, the General Meeting decides on dividend, adoption of the annual report, remuneration of the company’s Board and auditor, and other matters.
Notice convening the General Meeting shall be published in the Official Gazette (PoIT) and on the company’s website. Information about the notice is also announced in the Swedish daily newspapers Svenska Dagbladet and Falukuriren. The company shall announce, at the latest in connection with the interim report for the third quarter, when and where the Annual General Meeting will be held. Notice convening the Annual General Meeting shall be issued no earlier than six weeks and no later than four weeks before the meeting.
In order to participate in the General Meeting, shareholders must notify the company no later than the day specified in the notice convening the General Meeting. Shareholders unable to attend the meeting in person may be represented by proxy. The Board may also resolve that the shareholders shall be able to exercise their voting rights by post before the General Meeting. In connection with the issuance of the notice convening the General Meeting, information is provided regarding the forms of the General Meeting as well as the time and manner for notification to participate in the General Meeting.
A shareholder who wishes that a matter is addressed at a General Meeting must submit a written request to this effect to the Board. The request must be received by Clas Ohlson no later than seven weeks prior to the General Meeting, or in due time for the matter to be included in the notice convening the General Meeting. As regards proposals for resolutions in matters already included on the agenda and for which a proposal, according to law, does not have to be submitted a certain time in advance, a shareholder has the right to submit such proposal during the period up until the General Meeting (including during the General Meeting).
The agenda for the General Meeting sets out the items which are subject to resolution by the General Meeting, and the items that are included for information purposes. Items on the agenda which require resolutions by the General Meeting are subject to a binding vote whereby the shareholders vote in favor or against or abstain from voting on the matter. At General Meetings, all shareholders are entitled to ask the Board and CEO questions regarding matters on the agenda and the company’s relation to another group company, pursuant to Chapter 7, Section 32 of the Swedish Companies Act. At Annual General Meetings shareholders are also entitled to ask questions about the financial situation of the company and the Group.