Using a Proxy Representative or an Assistant

A shareholder has the right to use a proxy representative at the general meeting. This right cannot be removed or restricted, e.g. by a provision in the articles of association. The representative shall produce a dated power of attorney or otherwise provide reliable evidence of the right to represent the shareholder. The proxy is, as a main rule, valid for one general meeting but it may also be given to cover several meetings or to be valid until further notice or fixed-term. The authorization may also be cancelled at any time. A shareholder of a listed company can have several proxy representatives, who represent the shareholder based on shares places at different securities accounts. The right of a proxy representative to represent several shareholders cannot be restricted.

The same rules of disqualification that apply to a shareholder apply also to a proxy representative. If the shareholder would be disqualified in the matter his/her representative cannot vote in the same matter either. Possible personal disqualification of a representative does not, however, prevent him/her from voting in a matter where the shareholder whom he/she is representing is not disqualified. As a proxy representative may be appointed a physical person or for instance another company, in which case its legal representative or the authorized representative acts as the proxy representative at the meeting.

When using a proxy representative the shareholder does not himself/herself participate in the general meeting. The shareholder or his/her proxy representative has, nevertheless, a right to use an assistant at the meeting for instance to deal with the matters, assist in discussions or in voting. An assistant may only be a physical person. Personal disqualification of the assistant does not prevent the shareholder or his/her proxy representative from voting in a matter.