The role and duties of the general meeting

The general meeting – the Annual General Meeting or an extraordinary general meeting – is the highest decision-making body in Morphic. At a general meeting the shareholders exercise their voting rights in order to pass resolutions.

Resolutions are passed on the annual report, on the appropriation of the company’s earnings, on freedom from liability for the Board of Directors and Chief Executive Officer, on guiding principles for setting the salary and other compensation payable to the CEO and other members of management, and on other significant issues that require resolutions by the AGM. The Annual General Meeting also decides on the principles for the appointment of the Nominating Committee. The Annual General Meeting must be held within six months of the end of the financial year.

Formal requirements relating to the Annual General Meeting are defined in the Companies Act, the company's articles of association and the Code. Shareholders who are registered in the register of shareholders kept by VPC at the record date and who have given notice of attendance in the manner prescribed in the articles of association have the right to participate in general meetings, personally or by proxy.

At general meetings all shareholders have the same right to make proposals and take part in deliberations. Each series A share carries one vote and each series B share carries one tenth of a vote. Notice of the AGM or an extraordinary general meeting at which proposals to change the articles of association will be addressed must be given no sooner than six weeks and no later than four weeks before the meeting. Notice of any other extraordinary general meeting must be given at least two weeks before the meeting. Resolutions at general meetings are normally passed by simple majority.

On certain issues the Companies Act prescribes a qualified majority of the votes and capital represented at the meeting. On certain issues of greater import the Companies Act also prescribes that the general meeting is quorate only when a certain portion of the number of shares in the company is represented.

Under Morphic’s articles of association, a general meeting of the company can be held in Karlskoga or Stockholm.