General Meetings
The Annual General Meeting (or, where relevant, the Extraordinary General Meeting) is the Company’s ultimate decision-making body. At the Annual General Meeting, the shareholders exercise their voting rights in accordance with the Swedish Companies Act and the Articles of Association. Notice convening an Annual General Meeting shall be issued no earlier than 6 weeks and no later than 4 weeks prior to the meeting. According to the Articles of Association, the Annual General Meetings are convened by publication of the convening notice in the Swedish National Gazette (Sw. Post- och Inrikes Tidningar) and on the Company’s website. At the time of the notice convening the meeting, information regarding the notice shall be published in Svenska Dagbladet. The notice contains an agenda setting out the matters to be dealt with in numerical order and also the main contents of the proposals before the meeting. The Board of Directors can also decide that shareholders may vote their shares by post in advance of the general meeting. When the meeting is convened, details regarding the form of the meeting is provided, as well as regarding the means and timing of notification to the company of a shareholders’ intent to participate in the meeting. Shareholders who wish to participate in a general meeting shall be included in the shareholders’ register on the record date for the meeting and shall notify the company of their intent to participate no later than on the day set out in the notice.
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. The duties of the Annual General Meeting include the election of Members of the Board, the Chairman of the Board, the Nomination Committee, the adoption of the Income Statement and Balance Sheet, resolutions on the appropriation of profits and discharge from liability for the Members of the Board and the President of the company, the determination of fees payable to the Members of the Board and to the auditors, the approval of the Board’s remuneration report, and, where relevant, the amending of Articles of Association and the election of auditors.
The Annual General Meetings are usually held at one of Boliden’s facilities in Sweden in order to give the shareholders an insight into the operations. Shareholders are offered the chance of a guided tour of Boliden’s mines, concentrators or smelters in conjunction with these meetings in order to deepen their knowledge of the operations and to give them an opportunity to meet with Boliden’s employees.
Shareholders who wish to have a matter addressed at a general meeting, or who wish to submit a proposal in respect of a matter already included in the agenda for the meeting, may submit their proposals to the Board of Directors of Boliden. Proposals should be sent to [email protected] or Boliden AB, Att: Annual General Meeting, Box 44, 101 20 Stockholm.
Shareholders who wish to submit proposals to the Nomination Committee can contact the Nomination Committee by e-mail, [email protected] or by post to Boliden Mineral AB, Box 44, 101 20 Stockholm.
In order to be included in the notice convening a general meeting, and in the agenda of the meeting, proposals have to be received by the Board of Directors and the Nomination Committee, respectively, no later than seven weeks before the meeting (or in time for the matter to be included in the notice convening the general meeting). Proposals for resolutions in matters already included on the agenda of the meeting must have been received by the Board of Directors in writing no later than three weeks before the meeting. However, as regards matters for which a proposal does not have to, under law or the articles of association, be submitted a certain time in advance (such as proposals for election of chairman of the general meeting, election of Board members and auditors, fees to the Board members and the auditors, as well as proposals for minority dividend), each shareholder has the right to submit such proposal during the period up until the general meeting.
It follows from the agenda for the meeting what matters that constitute elections or that require resolutions, and what items that are included for information purposes. In respect of items constituting elections, the meeting elects the person or persons who receive the most votes. Items on the agenda that require a resolution by the meeting are subject to a binding vote whereby the shareholders vote in favor or against or abstain from voting in the matter.