STOCKHOLM, Sept. 28, 2020 /PRNewswire/ -- Due to the
coronavirus, the Board of Directors has decided that the
Extraordinary 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 November 3, 2020, as soon as the outcome of the
postal voting has been finally confirmed.
Registration and notification
Shareholders who wish to participate in the Extraordinary
General Meeting by postal voting must
- be recorded in the share register kept by Euroclear Sweden AB
on Monday, October 26, 2020, and
- give notice of their intention to participate no later than
Monday, November 2, 2020, by casting
their 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. Please
note that the notification to the Extraordinary General Meeting can
only be made by postal voting.
For shareholders who have their shares registered through a bank
or other nominee, the following applies in order to be entitled to
participate in the meeting. In addition to giving notice of
participation by submitting its postal vote, such shareholder must
re-register its shares in its own name so that the shareholder is
registered in the share register kept by Euroclear Sweden AB as of
the record date Monday, October 26,
2020. Such re-registration may be temporary (so-called
voting rights registration). Shareholders who wish to register
their shares in their own names must, in accordance with the
respective nominee's routines, request that the nominee make such
registration. Voting rights registration that have been requested
by the shareholder at such time that the registration has been
completed by the nominee no later than Wednesday, October 28, 2020 will be taken into
account in the preparation 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/egmnovember2020. Completed
and signed forms for postal voting can be sent by mail to AB
Electrolux (publ), c/o Euroclear Sweden, Box 191, 101 23 Stockholm
or by e-mail to GeneralMeetingServices@euroclear.eu. Completed
forms must be received by Euroclear no later than November 2, 2020. 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 November 2,
2020.
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/egmnovember2020. 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. A request for such information shall be
made in writing to the company no later than ten days prior to the
Extraordinary General Meeting, i.e. no later than October 24, 2020, at the address of AB Electrolux
(publ), General Counsel, 105 45 Stockholm, or by e-mail to
egm@electrolux.com. The questions and responses will be made
available on the Group's website
www.electroluxgroup.com/egmnovember2020 and at the company's
head office, S:t Göransgatan 143 in Stockholm, no later than October 29, 2020. 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. Resolution on dividend
and record date.
7. Resolution on
implementation of a performance based, long-term share program for
2020.
8. Resolution on amendment
to the articles of association.
Item 1 - Chairman of the Meeting
The Board of Directors of the company proposes Eva Hägg, member
of the Swedish Bar Association, as Chairman of the Extraordinary
General Meeting, or in the event she 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 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 6 - Dividend and record date
On March 23, 2020, the Board of
Directors announced its decision to withdraw the dividend proposal
to the Annual General Meeting 2020 in light of the considerable
uncertainty relating to the medium-term effects from the spread of
the coronavirus. In addition, the Board of Directors also withdrew
its proposal for a long-term incentive program for 2020. However,
the Board of Directors also stated that the Board would consider
calling an Extraordinary General Meeting later this year in order
to resolve on a dividend should the global situation and the market
conditions stabilize.
After assessing the company's financial position and the impact of
the coronavirus pandemic, the Board of Directors has decided to
propose a dividend for the financial year 2019.
The Board of Directors proposes a dividend for the financial year
2019 of SEK 7.00 per share. The dividend is proposed to be
paid in one instalment with the record date Thursday,
November 5, 2020. Subject to resolution by the Extraordinary
General Meeting in accordance with this proposal, the dividend is
expected to be distributed by Euroclear Sweden AB on Tuesday, November 10, 2020.
As of December 31, 2019, Electrolux
non-restricted equity amounted to SEK
22,893,842 thousand. On February 21,
2020, an Extraordinary General Meeting resolved on a
distribution of all the shares in the wholly-owned subsidiary
Electrolux Professional AB (publ), reg.no. 556003-0354, including
the underlying group, which reduced the non-restricted equity by
SEK 7,749,120 thousand. Accordingly, the amount available for
distribution under Chapter 17, Section 3, Paragraph 1 of the
Swedish Companies Act, is SEK 15,144,722
thousand.
Item 7 - Implementation of a performance based long-term
share program for 2020
The Board of Directors has also decided to propose a long-term
incentive program for 2020. The proposal is identical to the
proposal that was cancelled ahead of the Annual General Meeting
2020.
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
Extraordinary General Meeting resolves to implement a performance
based, long-term share program for 2020 (the "Share Program 2020")
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 November 17, 2020.
b. Participants are offered to be
allocated Performance Shares, provided that the participant remains
employed until January 1, 2023.
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 2020,
for participants in Group 2, 90 per cent of the participant's
annual base salary for 2020, for participants in Group 3, 80 per
cent of the participant's annual base salary for 2020, for
participants in Group 4, 60 per cent of the participant's annual
base salary for 2020, for participants in Group 5, 50 per cent of
the participant's annual base salary for 2020, and for participants
in Group 6, 40 per cent of the participant's annual base salary for
2020. The total sum of the maximum values of the Performance Shares
thus defined for all participants will not exceed SEK 376m
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 2020 with respect to performance targets (i) and
(ii) and the financial years 2020-2022 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 2020 are met, allocation of Performance Shares will take
place in the first half of 2023. 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 2020
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
2020, 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 2020,
including e.g. a right to resolve on a reduced allotment of
shares.
Costs for the Share Program 2020
The total costs for the Share Program 2020 if the maximum number
of Performance Shares are delivered, are estimated to a maximum of
SEK 409m, which corresponds to approximately 2.0 per cent
of total employment cost for 2019. The costs will be recognized
over the years 2020-2022. 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 270 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
2,733,000 B-shares [4]. Such maximum
increase would have a dilutive effect on earnings per share of
approximately 0.94 per cent. The total maximum increase in the
number of outstanding shares of all outstanding share programs is
estimated to not more than 2,754,500
B-shares, corresponding to a dilutive effect on earnings per
share of approximately 0.95 per cent. In this calculation,
maximum allotment of shares has been assumed for Share Program 2020
and expected allotment has been assumed for the share programs for
2018 and 2019.
Hedging measures for the Share Program 2020
The Board of Directors does not currently propose any method for
securing the undertakings under the Share Program 2020. Delivery of
Performance Shares in accordance with the terms of the Share
Program 2020 will take place in 2023.
Preparation of the proposal for the Share Program
2020
The proposal regarding the Share Program 2020 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 2019, 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 8 - Amendment to the articles of association
According to Chapter 7, Section 4 of the Swedish Companies Act
(2005:551) the Board of Directors may collect proxies for the
general meeting if it is specified in the articles of association.
According to Chapter 7, Section 4 a of the Swedish Companies Act it
may also be stated in the articles of association that the Board of
Directors may decide that the shareholders shall be able to
exercise their voting rights by post before the general
meeting.
In order to be able to use the alternatives provided by the
Swedish Companies Act to decide on proxy collection and postal
voting, the Board of Directors proposes that a new article 11 is
included in the articles of association, with the wording set out
below, and that the articles of association be re-numbered so that
the current article 11 becomes article 12 and the current article
12 becomes article 13.
Article 11
The Board of Directors may collect proxies pursuant to the
procedure stated in Chapter 7, Section 4, second paragraph of the
Swedish Companies Act (2005:551).
The Board of Directors may decide before a General Meeting
that the shareholders shall be able to exercise their voting rights
by post before the General Meeting pursuant to the procedure stated
in Chapter 7, Section 4 a of the Swedish Companies Act
(2005:551).
Furthermore, the Board of Directors proposes that article 1 and
the current article 12 be amended as set out below as a result of
legislative amendments (the amendment to article 1 only applies to
the Swedish language version of the articles of association).
Current
wording
|
Proposed
wording
|
Article 1The
name of the Company is Aktiebolaget Electrolux. The Company is a
public company (publ).
|
Article 1 (no
amendment in the English version)The name of the Company is
Aktiebolaget Electrolux. The Company is a public company
(publ).
|
Article 12The
Company's shares shall be registered in a Central Securities
Depository Register under the Financial Instruments Act (Sw: lagen
(1998:1479) om kontoföring av finansiella instrument).
|
Article
12 13The Company's shares shall be
registered in a Central Securities Depository Register under the
Swedish Central Securities Depositories and Financial
Instruments Accounts Act (Sw: lagen (1998:1479) om
värdepapperscentraler och kontoföring av finansiella
instrument).
|
The Board of Directors proposes that the President and CEO shall
be authorized to make the minor adjustments to the above resolution
that may prove to be necessary in connection with the registration
of the articles of association with the Swedish Companies
Registration Office.
Documents
The Board of Directors' complete proposals are set out above.
The company's Annual Report and the Auditor's Report for the
financial year 2019, the Board of Directors' statements pursuant to
Chapter 18, Sections 4 and 6 of the Swedish Companies Act and a
statement from the auditor pursuant to Chapter 18, Section 6 of the
Swedish Companies Act are available at AB Electrolux, S:t
Göransgatan 143, Stockholm, Sweden
and on the Group's website,
www.electroluxgroup.com/egmnovember2020. 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. The general meeting share register will be
available at the company's head office, S:t Göransgatan 143,
Stockholm, Sweden.
Majority requirements
In order for the Extraordinary General Meeting's resolution in
accordance with the Board of Directors' proposal under item 8 to be
valid, the resolution must be accepted by shareholders holding no
less than two thirds of the votes cast as well as the shares
represented at the Extraordinary General Meeting.
Shares and votes
There are in total 308,920,308 shares in the company of which, as
of September 28, 2020, 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 Extraordinary 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-bolagsstammor-engelska.pdf
Stockholm in September 2020
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)
manufacturing, (ii) energy for 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
Electrolux Press Hotline
+46-8-657-65-07
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SOURCE Electrolux