STOCKHOLM, Feb. 15, 2021 /PRNewswire/ -- The shareholders
of AB Electrolux, reg. no. 556009-4178, are hereby given notice of
the Annual General Meeting to be held on Thursday, March 25, 2021.
Due to the coronavirus, the Board of Directors has decided
that the Annual General Meeting should be conducted without the
physical presence of shareholders, representatives or third parties
and that the shareholders before the meeting should be able to
exercise their voting rights only by post. Information on the
resolutions passed at the meeting will be disclosed on March 25, 2021, as soon as the outcome of the
postal voting has been finally confirmed.
Registration and notification
A person who wishes to participate in the Annual General Meeting
by postal voting
must
- be listed as a shareholder in the presentation of the share
register prepared by Euroclear Sweden AB concerning the
circumstances on Wednesday, March 17,
2021,
and
- give notice of intent to participate no later than on
Wednesday, March 24, 2021, by casting
its postal votes in accordance with the instructions under the
heading Postal voting below so that the postal voting form
is received by Euroclear Sweden AB no later than that day.
In order to be entitled to participate in the meeting, a
shareholder whose shares are registered in the name of a nominee
must, in addition to giving notice of participation in the Annual
General Meeting by submitting its postal vote, register its shares
in its own name so that the shareholder is listed in the
presentation of the share register as of the record date
Wednesday, March 17, 2021. Such
re-registration may be temporary (so-called voting rights
registration), and request for such voting rights registration
shall be made to the nominee, in accordance with the nominee's
routines, at such time in advance as decided by the nominee. Voting
rights registration that have been made by the nominee no later
than Friday, March 19, 2021 will be
taken into account in the presentation of the share register.
Postal voting
The Board of Directors has decided that shareholders should be able
to exercise their voting rights only by postal voting in accordance
with section 22 of the Act (2020:198) on temporary exceptions to
facilitate the execution of general meetings in companies and other
associations. A special form must be used for the postal vote. The
form for postal voting is available on the Group's website
www.electroluxgroup.com/agm2021. Completed and signed forms for
postal voting can be sent by mail to AB Electrolux (publ), c/o
Euroclear Sweden, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to
GeneralMeetingService@euroclear.com. Completed forms must be
received by Euroclear no later than March
24, 2021. Shareholders who are natural persons may also cast
their votes electronically through verification with BankID via the
Euroclear Sweden AB's
website https://anmalan.vpc.se/EuroclearProxy. Such
electronic votes must be submitted no later than March 24, 2021. The shareholders may not provide
special instructions or conditions to the postal vote. If so, the
entire postal vote is invalid. Further instructions and conditions
can be found in the postal voting form and at
https://anmalan.vpc.se/EuroclearProxy.
Powers of attorney
If the shareholder submits its postal vote by proxy, a written
and dated Power of Attorney signed by the shareholder must be
attached to the postal voting form. Proxy forms are available on
the Group's website www.electroluxgroup.com/agm2021. If the
shareholder is a legal person, a registration certificate or other
authorization document must be attached to the form.
Shareholders' right to receive information
The Board of Directors and the President and CEO shall, if any
shareholder so requests and the Board of Directors believes that it
can be done without material harm to the company, provide
information regarding circumstances that may affect the assessment
of an item on the agenda and circumstances that may affect the
assessment of the company's or its subsidiaries' financial
situation and the company's relation to other companies within the
Group. A request for such information shall be made in writing to
the company no later than ten days prior to the Annual General
Meeting, i.e. no later than March 15,
2021, at the address of AB Electrolux (publ), General
Counsel, 105 45 Stockholm, Sweden
or by e-mail at agm@electrolux.com. The questions and responses
will be made available on the Group's website
www.electroluxgroup.com/agm2021, together with a webcast with
the Chairman and the CEO including their reflections on 2020, no
later than March 20, 2021. The
questions and answers will also be available at the company's head
office, S:t Göransgatan 143 in Stockholm, Sweden on the same date. The
information is also sent to the shareholders who requested it and
stated their address.
Agenda
1. Election of Chairman of
the Meeting.
2. Election of two
minutes-checkers.
3. Preparation and approval
of the voting list.
4. Approval of the
agenda.
5. Determination as to
whether the meeting has been properly convened.
6. Presentation of the
Annual Report and the Audit Report as well as the Consolidated
Accounts and the Audit Report for the Group.
7. Resolution on adoption of
the Income Statement and the Balance Sheet as well as the
Consolidated Income Statement and the Consolidated Balance
Sheet.
8. Resolution on discharge
from liability of the Directors and the President for 2020.
9. Resolution on
dispositions in respect of the company's profit pursuant to the
adopted Balance Sheet and determination of record dates for
dividend.
10. Determination of the number of
Directors and Deputy Directors.
11. Determination of fees to the Board
of Directors and the Auditor.
12. Election of Board of Directors and
Chairman of the Board of
Directors.
- a) Election of Staffan Bohman as Director. (re-election)
b) Election of Petra Hedengran as Director.
(re-election)
- c) Election of Henrik Henriksson as Director.
(re-election)
- d) Election of Ulla Litzén as Director.
(re-election)
e) Election of Karin
Overbeck as Director. (re-election)
f) Election of Fredrik Persson as Director. (re-election)
g) Election of David
Porter as Director. (re-election)
h) Election of Jonas
Samuelson as Director. (re-election)
i) Election of Staffan Bohman as Chairman. (re-election)
13. Election of Auditor.
(re-election)
14. Resolution on approval of
Remuneration Report.
15. Resolution on implementation of a
performance based, long-term share program for 2021.
16. Resolutions on
a) acquisition of own shares, and
b) transfer of own shares on account
of company acquisitions.
Item 1 - Election of Chairman of the Meeting
The Electrolux nomination committee, consisting of the Chairman
Johan Forssell, Investor AB, and the
members Carina Silberg, Alecta,
Marianne Nilsson, Swedbank Robur
funds, and Tomas Risbecker, AMF - Försäkring och Fonder,
Staffan Bohman and Fredrik Persson, Chairman and Director,
respectively, of the Board of Directors of the company,
proposes:
- Björn Kristiansson, member of the Swedish Bar Association, as
chairman of the Annual General Meeting or in the event he is
prevented from participating, the person appointed by the Board of
Directors.
Item 2 - Election of two minutes-checkers
The Board of Directors proposes Ramsay Brufer, Alecta, and
Anders Oscarsson, AMF, or if one or
both of them are prevented from participating, the person(s)
appointed by the Board of Directors, to check the minutes. The
assignment to check the minutes also include checking the voting
list and that the received postal votes are correctly reflected in
the minutes of the meeting.
Item 3 - Preparation and approval of the voting list
The voting list proposed to be approved is the voting list
prepared by Euroclear Sweden AB on behalf of the company, based on
the General Meeting share register and received postal votes,
controlled and checked by the persons assigned to check the
minutes.
Item 9 - Dividend and record dates
The Board of Directors proposes a dividend for the fiscal year
2020 of SEK 8.00 per share. The dividend is proposed to be
paid in two equal installments of SEK
4.00 per installment and share, the first with the record
date Monday, March 29, 2021, and the
second with the record date Wednesday,
September 29, 2021. Subject to resolution by the General
Meeting in accordance with this proposal, the first installment of
dividend is expected to be distributed by Euroclear Sweden AB on
Thursday, April 1, 2021 and the
second installment on Monday, October 4,
2021.
Item 10 - Number of Directors
The nomination committee
proposes:
- Eight Directors and no Deputy Directors.
Item 11 - Fees to the Board of Directors and the
Auditor
The nomination committee proposes Directors' fees as
follows:
- SEK 2,285,000 to the Chairman of the Board of Directors
and SEK 665,000 to each of the other Directors appointed by
the Annual General Meeting not employed by Electrolux;
and
- for committee work, to the members who are appointed by the
Board of Directors: SEK 290,000 to the Chairman of the audit
committee and SEK 185,000 to each of the other members of the
committee and SEK 170,000 to the Chairman of the remuneration
committee and SEK 115,000 to each of the other members of the
committee.
The Nomination Committee also proposes that the Auditor's fee be
paid as incurred, for the Auditor's term of office, on approved
account.
Item 12 - Election of the Board of Directors and Chairman of
the Board
The nomination committee
proposes:
- Re-election of Directors Staffan
Bohman, Petra Hedengran, Henrik
Henriksson, Ulla Litzén, Karin
Overbeck, Fredrik Persson,
David Porter and Jonas
Samuelson.
- Re-election of Staffan Bohman as
Chairman of the Board of Directors.
Item 13 - Election of Auditor
The Nomination Committee proposes, in accordance with the
recommendation by the Audit Committee, re-election of the audit
firm Deloitte AB as the company's auditor for the period until the
end of the 2022 Annual General Meeting.
Item 14 - Approval of Remuneration Report
The Board of Directors proposes that the Annual General Meeting
resolves to approve the Board of Directors' report on remuneration
pursuant to Chapter 8, Section 53 a of the Swedish Companies
Act.
Item 15 - Implementation of a performance based long-term
share program for 2021
The Board of Directors has decided to propose a long-term incentive
program for 2021. The Board is convinced that the proposed program
will be beneficial to the company's shareholders as it will
contribute to the possibilities to recruit and retain competent
employees, is expected to increase the commitment and the
motivation of the program participants and will strengthen the
participants' ties to the Electrolux Group and its
shareholders.
The Board of Directors proposes, in view of the above, that the
Annual General Meeting resolves to implement a performance based,
long-term share program for 2021 (the "Share Program 2021") with
the following principal terms and
conditions:
a. The program is proposed to include up to 350
senior managers and key employees of the Electrolux Group, who are
divided into six groups; the President and CEO ("Group 1"),
other members of Group Management ("Group 2"), and four additional
groups for other senior managers and key employees ("Group 3-6").
Invitation to participate in the program shall be provided by
Electrolux no later than on May 17,
2021.
b. Participants are offered to be allocated
Performance Shares, provided that the participant remains employed
until January 1, 2024. Exemptions to
this requirement may be prescribed in specific cases, including a
participant's death, disability, retirement or the divestiture
through a sale, spin-off or otherwise of the participant's
employing company from the Electrolux
Group.
c. The Performance Shares shall be based on
maximum performance values for each participant category. The
maximum performance value for the participants in Group 1 will be
100 per cent of the participant's annual base salary for 2021, for
participants in Group 2, 90 per cent of the participant's annual
base salary for 2021, for participants in Group 3, 80 per cent of
the participant's annual base salary for 2021, for participants in
Group 4, 60 per cent of the participant's annual base salary for
2021, for participants in Group 5, 50 per cent of the participant's
annual base salary for 2021, and for participants in Group 6, 40
per cent of the participant's annual base salary for 2021. The
total sum of the maximum values of the Performance Shares thus
defined for all participants will not exceed SEK 380m
excluding social
costs.
d. Each maximum value shall thereafter be converted
into a maximum number of Performance Shares[1], based on
the average closing price paid for Electrolux B-shares on Nasdaq
Stockholm during a period of ten trading days before the day the
participants are invited to participate in the program, reduced by
the present value of estimated dividend payments for the period
until shares are
allotted.
e. The calculation of the number of
Performance Shares shall be connected to performance targets for
the Group established by the Board for (i) earnings per share, (ii)
return on net assets,[2] and (iii)
CO2 reduction[3]. The performance
targets adopted by the Board will stipulate a minimum level and a
maximum level, with the relative weight of the performance targets
(i), (ii) and (iii) being 60 per cent, 20 per cent and
20 per cent
respectively.
f. The performance period is the financial
year 2021 with respect to performance targets (i) and (ii) and the
financial years 2021-2023 with respect to performance target (iii).
Performance outcome of the established performance targets will be
determined by the Board after the expiry of the performance period
for the respective performance target. If the maximum performance
level is reached or exceeded, the allocation will amount to (and
will not exceed) the maximum number of Performance Shares following
from c) and d). If performance is below the maximum level but
exceeds the minimum level, a proportionate allocation of shares
will be made. No allocation will be made if performance amounts to
or is below the minimum level. Information on the performance
targets and the outcome will be provided no later than in
connection with the allocation of Performance Shares in accordance
with
h).
g. The total award of Performance Shares may
never exceed one (1) per cent of the total number of shares in
Electrolux. If required, allotments shall be reduced to ensure that
this dilution cap is
observed.
h. If all conditions in the Share Program 2021 are
met, allocation of Performance Shares will take place in the first
half of 2024. Allocation will be free of charge except for tax
liabilities.
i. Certain deviations in or adjustments
of the terms and conditions for the Share Program 2021 may be made
based on local rules and regulations as well as applicable market
practice or market conditions or where appropriate due to group
re-organizations, including cash settlement instead of delivery of
shares under certain
circumstances.
j. The Board of Directors, or a
committee established by the Board for these purposes, shall be
responsible for the preparation and management of the Share Program
2021, within the framework of the aforementioned terms and
conditions.
k. If material changes would occur within the
Electrolux Group or on the market that, according to the Board's
assessment, would lead to the conditions for allocation of
Performance Shares no longer being reasonable, the Board will have
the right to make also other adjustments of the Share Program 2021,
including e.g. a right to resolve on a reduced allotment of
shares.
Costs for the Share Program 2021
The total costs for the Share Program 2021 if the maximum number
of Performance Shares are delivered, are estimated to a maximum of
SEK 411m, which corresponds to approximately 2.2 per cent
of total employment cost for 2020. The costs will be recognized
over the years 2021-2023. The costs have been calculated as the sum
of salary costs, including social costs, and administration costs
for the program. Administration costs are estimated to be less than
SEK 1m. If no allotment of shares is made, only administration
costs will arise.
The costs have been calculated based on the value, at the start of
the program, of the Performance Shares that may be allotted at
maximum performance, with a reduction of the present value of
estimated dividend payments during a three-year period. The
estimate on maximum costs assumes maximum performance and that the
number of participants that will leave the Group during the
performance period is the same as the historical average since the
introduction of share programs in 2004. In the calculation, a
maximum share price of SEK 268 per share has been
applied.
If repurchased shares are allocated under the program the number
of outstanding shares is estimated to increase with not more than
2,753,000 B-shares.[4]
Such maximum increase would have a dilutive effect on earnings per
share of approximately 0.95 per cent. The total maximum
increase in the number of outstanding shares of all outstanding
share programs is estimated to not more than 4,492,000 B-shares, corresponding to a dilutive
effect on earnings per share of approximately 1.54 per cent.
In this calculation, maximum allotment of shares has been assumed
for Share Program 2021 and expected allotment has been assumed for
the share programs for 2019 and 2020.
Hedging measures for the Share Program 2021
The Board of Directors does not currently propose any method for
securing the undertakings under the Share Program 2021. Delivery of
Performance Shares in accordance with the terms of the Share
Program 2021 will take place in 2024.
Preparation of the proposal for the Share Program
2021
The proposal regarding the Share Program 2021 has been prepared
by the Remuneration Committee and the Board of Directors.
Previous incentive programs in Electrolux
For a description of the company's other share related incentive
programs, reference is made to the Annual Report for 2020, note 27,
and the company's website, www.electroluxgroup.com. In addition to
the programs described, no other share related incentive programs
have been implemented in Electrolux.
Item 16 - Acquisition and transfer of own shares
Electrolux has previously, on the basis of authorizations by the
Annual General Meetings, acquired own shares for the purpose of
using these shares to finance potential company acquisitions and as
a hedge for the company's share related incentive programs. As of
January 1, 2021, Electrolux held 21,522,858 own B shares,
corresponding to approximately 7.0 per cent of the total
number of shares in the company.
The Board of Directors makes the assessment that it continues to
be advantageous for the company to be able to adapt the company's
capital structure, thereby contributing to increased shareholder
value, and to continue to be able to use repurchased shares on
account of potential company acquisitions and the company's share
related incentive programs.
In view of the above, the Board of Directors proposes as
follows.
A. Acquisition of own shares
The Board of Directors proposes the Annual General Meeting to
authorize the Board of Directors, for the period until the next
Annual General Meeting on one or several occasions, to resolve on
acquisitions of shares in the company as follows.
1. The company may acquire as a maximum so many
B shares that, following each acquisition, the company holds
at a maximum 10 per cent of all shares issued by
the company.
2. The shares may be acquired on Nasdaq Stockholm.
3. Acquisition of shares may only be made at a price per
share at each time within the prevailing price interval for the
share.
4. Payment for the shares shall be made in cash.
The purpose of the proposal is to be able to use repurchased
shares on account of potential company acquisitions and the
company's share related incentive programs, and to be able to adapt
the company's capital structure, thereby contributing to increased
shareholder value.
The Board of Directors has issued a statement pursuant to
Chapter 19, Section 22 of the Swedish Companies Act.
B. Transfer of own shares on
account of company acquisitions
The Board of Directors proposes the Annual General Meeting to
authorize the Board of Directors, for the period until the next
Annual General Meeting on one or several occasions, to resolve on
transfers of the company's own shares in connection with or as a
consequence of company acquisitions as follows.
1. Own B shares held by the company at the time of the
Board of Director's decision may be transferred.
2. The shares may be transferred with deviation from the
shareholders' preferential rights.
3. Transfer of shares may be made at a minimum price per
share corresponding to an amount in close connection with the price
of the company's shares on Nasdaq Stockholm at the time of the
decision on the transfer.
4. Payment for the transferred shares may be made in cash,
by contributions in kind or by a set-off of company debt.
Majority requirement
In order for the resolutions by the General Meeting in
accordance with the Board of Directors' proposals under item 16
above to be valid, the resolutions must be accepted by shareholders
holding no less than two thirds of the votes cast as well as the
shares represented at the General Meeting.
Shares and votes
There are in total 308,920,308 shares in the company of which,
as of February 15, 2021, 8,192,539
are A shares, each carrying one vote, and 300,727,769 are B shares,
each carrying one-tenth of a vote, corresponding to in total
38,265,315.9 votes. As of the same date the company holds
21,522,858 own B shares, corresponding to 2,152,285.8 votes that
may not be represented at the General Meeting.
Processing of personal data
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy_notice_BOSS_final_30112020.pdf
Documents
The Board of Directors' complete proposals are set out above.
Information about persons proposed as members of the Board of
Directors of Electrolux, information about proposed Auditor and the
Nomination Committee's statement etc., can be found on the
company's website, www.electroluxgroup.com/agm2021.The Annual
Report (including the Board of Directors' statement pursuant to
Chapter 18, Section 4 of the Swedish Companies Act relating to
the proposal under item 9 above), the Auditor's Report, the
Auditor's statement pursuant to Chapter 8, Section 54 of the
Swedish Companies Act regarding the remuneration guidelines for the
group management, the Remuneration Report pursuant to Chapter 8,
Section 53 a of the Swedish Companies Act, and the Board of
Directors' statement pursuant to Chapter 19, Section 22
of the Swedish Companies Act relating to the proposal under item 16
a) above will be available at the company, AB Electrolux, S:t
Göransgatan 143, SE105 45 Stockholm, Sweden and on the Group's website,
www.electroluxgroup.com/agm2021, as from February 25, 2021. The documents are presented by
being available at the company and on the Group's website. They
will also be sent to shareholders who so request and state their
address. In other respects, complete proposals are provided under
the respective item in this notice. The general meeting share
register will be available at the company's head office, S:t
Göransgatan 143, Stockholm,
Sweden.
Stockholm in February 2021
AB Electrolux (publ)
THE BOARD OF DIRECTORS
[1] With a possibility for the Board of
Directors to make adjustments for extraordinary events such as
bonus issue, split, rights issue and/or other similar events.
[2] With a possibility for the Board of
Directors to make adjustments to (i) and (ii) for extraordinary
events.
[3] The CO2 reduction target refers
to greenhouse gas reductions within the following three areas: (i)
operations, (ii) energy from product use, and (iii) use of
hydrofluorocarbons (HFCs), and will be measured on selected
predefined product categories and regions.
[4] With a possibility for the Board of
Directors to make adjustments for extraordinary events such as
bonus issue, split, rights issue and/or other similar events.
CONTACT:
For further information, please contact:
Sophie Arnius, Head of Investor Relations, +46 70 590 80 72
Electrolux Press Hotline, +46 8 657 65 07
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SOURCE Electrolux