Participation in Person and by Technical Means

Each shareholder has the right to participate in the general meeting. A precondition for participation is that a shareholder has been entered into the shareholders’ register as a shareholder or that he/she has notified the acquisition of the shares and has presented reliable evidence of the same to the company. The notification and the presentation of evidence can still be made at the general meeting. In a company that has been entered in the book-entry system, it shall be a precondition for participation that the shareholder has been entered into the share register until the general meeting record date. In addition, the holder of a nominee registered share may be notified for a temporary entry into the shareholder register so that the shareholder can attend that meeting, if the shareholder has the right, on basis of the shares, to be entered into the shareholder register on the General Meeting Record Date. A shareholder may participate in the general meeting in person. This takes place by arriving at the meeting place, or by participating remotely in a meeting.

It may be provided in the articles of association that participation in the general meeting may also take place by post-delivery, a telecommunications link or by other technical means without arriving at the meeting place. Also the board of directors may make a corresponding decision unless otherwise provided in the articles of association. A technical means may be, e.g., real-time picture and voice connection or internet connection. A precondition for participation by technical means is that the right to participate and the correctness of the vote count may be verified in a reliable manner.

The possibility to participate by technical means shall be mentioned in the summons to the general meeting. It shall also be mentioned in the summons if the participation of a shareholder in the general meeting by technical means restricts the shareholder’s right to speak or vote. There may be provisions in the articles of association restricting the possibility to participate in the general meeting by technical means or prohibiting it entirely. The articles of association may also contain a provision allowing completely remote meetings.

The members of the board of directors and the supervisory board as well as the managing director may participate in the meeting although they would not be shareholders. The board of directors and the supervisory board are also under an obligation to participate in the general meeting to the extent it is necessary in order to fulfill their duty to inform. In an individual case the shareholders may through the general meeting decide that the board of directors and the supervisory board may not participate in a specific meeting. The auditor and the deputy auditor always have the right to be present at a general meeting at which matters relating to his/her duties are dealt with. In addition, the auditor has an obligation to be present if the matters under consideration require his/her presence.The person convening the general meeting shall also convene the auditor to the general meeting if it seems necessary. The general meeting may also decide that the auditor or another person shall be heard at the meeting. In this case it is possible to postpone the matter to a continuation meeting or to decide on a new general meeting to be held.

The general meeting can also allow other persons than the shareholders, their assistants and authorized representatives, and the company’s management or auditors to be present at the meeting. Such persons can be, for example, employees of the company, international experts or the representatives of the press.