Corporate Governance

General Meeting

According to the Swedish Companies Act (2005:551), the general meeting is Ascelia’s highest decision-making body. At the general meeting, the shareholders exercise their voting rights in key issues, such as changes to the articles of association, the election of the board of directors and auditors, adoption of the income statement and balance sheet, discharge from liability of the board of directors and the CEO, the appropriation of profit or loss and the principles for the appointment of the nomination committee.

The annual general meeting must be held within six months from the end of the financial year. In addition to the annual general meeting, extraordinary general meetings may be convened. According to the articles of association, notices convening the general meetings are to be published in the Swedish National Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on Ascelia’s website. Information regarding the notice shall at the same time be advertised in Svenska Dagbladet.

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 Sweden AB five business days prior to the meeting and also register their participation to Ascelia 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 who wish to have a specified matter brought before the general meeting must submit a written request to Ascelia’s board of directors. Such request must normally have been received by the board of directors no later than seven weeks before the general meeting.