The AGM season is here – how to prepare for a successful annual general meeting

Every spring, hundreds of annual general meetings are held in listed companies. To ensure a successful meeting, good foresight and planning are required. Even minor formal errors can lead to decisions made at the meeting being overturned or changed.

What you need to consider – step by step

Plan strategically and well in advance

• Well in advance of the meeting, the board should discuss which proposals are to be presented at the meeting, in addition to the usual AGM matters. If the intention is to present a proposal for a decision on a new incentive programme, preparations should begin well in advance so that the proposal can be properly prepared.

• Follow up on the work of the nomination committee and ensure that the nomination committee's proposals and reasoned opinion are completed well in advance of the publication of the notice of meeting.

Keep track of owner perspectives

• Monitor focus areas or views communicated by institutional owners ahead of the AGM season. For example, the Third Swedish National Pension Fund has expressed certain views regarding variable remuneration, the design of share-based incentive programmes and the reporting of voting results from AGMs.

Handle the notice correctly

• The board of directors shall decide to convene a general meeting. Schedule a board meeting to approve the notice before it is published.

• The notice shall be published in a press release once the board of directors has decided to convene a general meeting.

• The notice and advertisement shall also be published in newspapers (PoIT and the newspaper specified in the articles of association) no later than four weeks before the meeting. Keep in mind that the notice and advertisement need to be submitted to the newspapers 2-3 working days before publication and that the press release should be sent out before the notice is distributed to the newspapers.

Ensure correct documentation

• Order the shareholders' register from Euroclear no later than 28 days before the meeting.

• Ensure that relevant documents and decision-making material (such as the annual report and audit report, proxy forms and proposed resolutions) are available on the website within the prescribed time.

• Prepare the voting list, draft minutes and AGM communiqué in advance of the meeting. The AGM communiqué must be published as soon as possible after the meeting. The minutes must be made available on the company's website no later than two weeks after the meeting.

After the meeting – don't forget this

• Certain decisions (e.g. board changes and issue authorisations) must be reported to the Swedish Companies Registration Office for registration after the meeting. Board changes only become effective once the registration notification has been received by the Swedish Companies Registration Office.

• The annual report must be submitted to the Swedish Companies Registration Office for registration within one month of the annual general meeting.

• Don't forget that the list of persons in senior positions and their related parties needs to be updated when there are changes to the board.

• A newly elected board member must be informed of their obligations under the Market Abuse Regulation and should be given an introduction to the relevant policy documents. The board member's related parties must also be informed of their obligations.

Sustainability reporting for the largest listed companies – but a pause for others

An important development ahead of the 2026 AGM season is that the new rules on sustainability reporting have now begun to apply to the largest listed companies. Large listed companies must prepare a sustainability report for the first time for the financial year beginning immediately after the end of June 2024. Large listed companies are defined as listed companies with 500 employees and listed parent companies with more than 500 employees in the group. If the company has a calendar year as its financial year, the sustainability report must be prepared for the 2025 financial year and presented, together with the audit report on the sustainability report, at the 2026 annual general meeting. The purpose of the regulations is to provide the market with reliable and comparable information on the environment, social responsibility and governance, thereby contributing to sustainable investments.

However, the EU has decided to implement relaxations in the regulations for sustainability reporting through the so-called Omnibus Package. Among other things, the changes mean that fewer companies will be subject to the sustainability reporting requirements. As a result, the requirement to prepare a sustainability report has been postponed for companies that have not yet started to apply the regulations, including small and medium-sized listed companies. In practice, the new thresholds (more than 1,000 employees and net sales exceeding EUR 450 million) mean that small and medium-sized listed companies will not be subject to sustainability reporting requirements under the updated rules (which, however, have not yet been implemented in Swedish law). It will also mean that some of the companies that are currently subject to reporting requirements will no longer be subject to them when the updated rules come into force.

Start planning today

Our recommendation is clear – start your preparations now. Draw up a general timetable to get an overview of the process and the most important dates. This will give you control over all stages and reduce the risk of overlooking anything important.

Lindahl has extensive experience in assisting listed companies in connection with annual general meetings. Every year, we handle a large number of annual general meetings, helping our clients with everything from drawing up notices and detailed timetables to drafting proposals for incentive programmes, buy-back programmes and other strategic measures. We can also provide experienced chairpersons and minute-takers who ensure that the meeting runs smoothly and in accordance with applicable regulations.

Contact our experts in capital markets and public M&A if you have any questions ahead of the AGM or would like help with the preparations.