Annual General Meeting of AB Volvo
AB Volvo has announced the details for its Annual General Meeting scheduled for April 4, 2023, at Konserthuset in Göteborg, starting at 3:00 p.m.. Registration opens at 2:00 p.m.. Shareholders can attend in person, appoint a proxy, or cast advance votes. Key agenda items include the election of board members, presentation of financial reports, and proposed dividends of SEK 7.00 per share, with an additional SEK 7.00 as an extra dividend, payable on April 13, 2023.
Shareholders must be registered by March 27, 2023, and notify their intention to participate by March 29, 2023.
- Proposed dividends of SEK 7.00 per share and an extra SEK 7.00 indicate strong financial health.
- The company aims to retain senior management with competitive remuneration and long-term incentive plans.
- None.
A shareholder may participate in the Annual General Meeting at the venue (in person or represented by a proxy) or through advance voting (postal voting). Please see the notice for further instructions on how to participate in the Meeting. The Meeting will be conducted in Swedish and simultaneously translated into English.
The notice to attend the Annual General Meeting follows below.
Journalists wanting further information, please contact:
For more information, please visit volvogroup.com For frequent updates, follow us on Twitter: @volvogroup
The
Translation of Swedish original
NOTICE TO ANNUAL GENERAL MEETING OF AB VOLVO (publ)
Volvo warmly welcomes its shareholders to the Annual General Meeting. The main entrance of Konserthuset opens for registration at
A shareholder may participate in the Annual General Meeting at the venue (in person or represented by a proxy) or through advance voting (postal voting). The Meeting will be conducted in Swedish and simultaneously translated into English.
Right to participate in the Annual General Meeting and notice of participation
Participation in the Annual General Meeting at the venue
A shareholder who wishes to participate in the Annual General Meeting at the venue (in person or represented by a proxy) must (i) be recorded in the share register prepared by
Notice of intention to participate in the Annual General Meeting can be given:
- by telephone to +46 20 39 14 50 or +46 8 402 90 76 (Monday-Friday
9.00 a.m. to 4.00 p.m. ), - by mail addressed to
AB Volvo (publ), "AGM", c/oEuroclear Sweden AB , P.O. Box 191, SE-101 23Stockholm, Sweden , and - on
AB Volvo's website; www.volvogroup.com.
When providing such notice, the shareholder should state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants). Shareholders who are represented by proxy must issue a written, dated proxy for the representative. Proxy forms are available at www.volvogroup.com. The proxy should be sent to the company as set out above well in advance of the Annual General Meeting. If the proxy is issued by a legal entity, a certificate of registration or an equivalent certificate of authority should be enclosed.
Participation by voting in advance
A shareholder who wishes to participate in the Annual General Meeting by voting in advance (postal voting) must (i) be recorded in the share register prepared by
A special form shall be used when voting in advance. The form is available on www.volvogroup.com or can be sent by post on request by telephone to +46 20 39 14 50 or +46 8 402 90 76 (Monday-Friday
If a shareholder votes in advance by proxy, a written and dated power of attorney shall be enclosed to the voting form. Proxy forms are available at www.volvogroup.com. If the shareholder is a legal entity, a certificate of incorporation or an equivalent certificate of authority should be enclosed.
If a shareholder has voted in advance and attends the Annual General Meeting in person or through a representative, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the Meeting or otherwise withdraws its advance vote. If the shareholder chooses to participate in a voting at the Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.
Shares registered in the name of a nominee
To be entitled to participate in the Meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as at
Proposed agenda
Matters:
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of persons to approve the minutes
6. Determination of whether the Meeting has been duly convened
7. Presentations by the Chairman of the Board and the President and CEO
8. Presentation of the Annual Report and the Auditor's Report as well as the Consolidated Accounts and the Auditor's Report on the Consolidated Accounts
9. Adoption of the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet
10. Resolution in respect of the disposition to be made of the company's profits
11. Resolution regarding discharge from liability of the Board members and of the President and CEO
12. Determination of the number of Board members and deputy Board members to be elected by the Meeting
13. Determination of the remuneration to the Board members
14. Election of Board members
The Election Committee proposes election of the following Board members:
14.1
14.2
14.3
14.4
14.5
14.6
14.7
14.8
14.9
14.10
14.11
15. Election of the Chairman of the Board
The Election Committee proposes re-election of
16. Determination of the remuneration to the Auditors
17. Election of Auditors and Deputy Auditors
18. Election of members of the Election Committee
19. Presentation of the Board's remuneration report for approval
20. Resolution regarding guidelines for remuneration to the
20.1 The Board's proposal for guidelines for remuneration to the
20.2 The Board's proposal for a new long-term incentive plan
Motions
Point 2: The Election Committee proposes attorney Erik Sjöman to be the Chairman of the Meeting.
Point 10: The Board proposes payment of an ordinary dividend of
Point 12: The Election Committee proposes eleven members and no deputy members to be elected by the Meeting.
Point 13: The Election Committee proposes that the Chairman of the Board will be awarded
Point 14-15: The Election Committee's proposals are set out in the proposed agenda. A presentation of the candidates proposed by the Election Committee is available on www.volvogroup.com.
Point 16: The Election Committee proposes that the fees to the Auditors shall be paid in accordance with approved invoices.
Point 17: The Election Committee proposes, in accordance with the Board's and the Audit Committee's recommendation, that the registered firm of auditors
Point 18: The Election Committee proposes that Pär Boman (AB Industrivärden),
Point 20.1: The Board proposes that the Annual General Meeting adopts the following guidelines for remuneration to the
Guidelines for remuneration to the
These guidelines concern the remuneration and other terms of employment for the members of the
The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after the proposed adoption of these guidelines by the 2023 annual general meeting. These guidelines do not apply to any remuneration separately decided or approved by the general meeting.
The guidelines' promotion of the
It is a prerequisite for the successful implementation of the
Types of remuneration
Short-term incentives may, for the President and CEO, amount to a maximum of 100 % of the base salary and, for other Executives, a maximum of 80 % of the base salary.
Long-term incentives may, for the President and CEO, amount to a maximum of 150 % of the base salary and, for other Executives, a maximum of 80 % of the base salary. Current and proposed long-term incentives are described and addressed separately by the 2023 general meeting.
Further cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining Executives, or as remuneration for extraordinary performance beyond the individual's ordinary tasks. Such remuneration may not exceed an amount corresponding to 100 % of the annual base salary. Any resolution on such remuneration shall be made by the Board of Directors based on a proposal from the Remuneration Committee.
For the President and CEO, pension benefits shall be granted on the basis of a defined contribution plan. The pensionable salary shall include base salary only. The pension contributions for the President and CEO attributable to the annual base salary shall amount to not more than 35 % of the base salary.
Other benefits may include, for example, life insurance, medical and health insurance, and company car. Premiums and other costs relating to such benefits may amount to not more than 3 % of the annual base salary for the President and CEO.
For other Executives, pension benefits shall be granted on the basis of a defined contribution plan except where law or collective agreement requires a defined benefit pension. The pensionable salary shall include base salary and, where required by law or collective agreement, incentives. The total pension contributions for other Executives shall amount to not more than 35 % of base salary, unless a higher percentage results from the application of law or collective agreement.
Other benefits may include, for example, life insurance, medical and health insurance, and company car. Premiums and other costs relating to such benefits may amount to not more than 10 % of the annual base salary for other Executives.
Remuneration for Executives that reside outside
In addition to remuneration set out above, Executives who relocate for the purposes of the position or who work in other multiple countries may also receive such remuneration and benefits as are reasonable to reflect the special circumstances associated with such arrangements, taking into account the overall purpose of these guidelines and alignment with the general policies and practices within the
Termination of employment
Upon termination of an Executive's employment, the notice period may not exceed twelve months. Base salary during the notice period and severance pay may not together exceed an amount corresponding to the base salary for two years.
Executives that reside outside
Criteria for awarding variable remuneration, etc.
Plans for long-term and short-term incentives shall be linked to predetermined and measurable criteria, to be determined by the Board of Directors. The criteria – which for example may relate to EBIT, cash flow, return on capital employed or similar ratios, or sustainability targets – shall be devised to promote the
To which extent the criteria for awarding incentives has been satisfied shall be determined when the relevant measurement period has ended. The Board of Directors is responsible for the determination of the incentives to be paid, if any, to all Executives.
Claw-back and adjustments
Executives participating in the
Salary and employment conditions for employees
In the preparation of the Board of Directors' proposal for these guidelines, the Board has considered that the various benefits offered to the Executives need to be aligned with the general structures applicable for employees of
The decision-making process to determine, review and implement the guidelines
The Board of Directors has established a Remuneration Committee. The Committee's tasks include preparing the Board of Directors' decision to propose guidelines for executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate plans for variable remuneration for Executives, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Group. The members of the Remuneration Committee are independent of
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the
Description of changes to the guidelines, etc.
During 2022, the company has carefully considered feedback received from shareholders and proxy advisors in connection with the general meeting 2022 and otherwise during the year. As a result of this dialogue, the Board and the Remuneration Committee have during 2022 performed a review of the design of the Group's long-term incentives. As a result of this review, the Board proposes the adoption of a new long-term incentive plan with a three-year performance period, to be implemented starting 2023. It is proposed that the transition into a new long-term incentive plan with a three-year performance period will be made in parallel with a two-year phasing out of the current long-term incentive plan. For further information, please refer to the Board's proposal for a new long-term incentive plan.
For further information about the dialogue with shareholders and proxy advisors, please refer to the Remuneration Report 2022. Additional information regarding executive remuneration in the
Point 20.2: The Board proposes that the Annual General Meeting adopts a new long-term incentive plan in accordance with the following.
General
The objective of
Both plans – the current and proposed new plan – are cash-based, where the participants are required to immediately invest the after-tax portion of the payment in
Current plan
The current long-term incentive plan, which was introduced in connection with the 2016 general meeting, is funded on an annual basis by an award, measured against annual performance criteria established by the Board. The after-tax portion of this payment must be immediately invested in
New plan
The Board proposes to introduce a new long-term incentive plan starting 2023. The new plan has a three-year performance measurement period followed by a one-year lock-in period for the
The new long-term incentive plan is for senior management, including the Executives, and employees in certain business-critical positions within the
Each annual implementation of the plan operates on a four-year cycle: a three-year performance measurement period followed by a one-year lock-in period of the
The plan shall be linked to the two following predetermined and measurable performance measures: (i)
The Board shall be responsible for preparing the detailed design and administration of the terms and conditions of the new long-term incentive plan, including appropriate provisions on corporate actions, participants leaving the
Maximum cost for the new plan, including social security charges, is estimated to range between a payout of nil if the performance thresholds are not met and an amount of
The payouts under the plan will be made in cash, the net proceeds of which will be converted into shares in the open market. As such, the plan does not entail any dilution for the Company's shareholders. No hedging arrangements are intended to be made with regard to the plan's financial exposure.
* This cost estimate has been calculated based on a total number of 505 participants out of the maximum number of 600 participants, a best possible estimate of the average base salaries during the performance period, using an estimated annual adjustment rate of
Documents and other information
The complete proposal by the Election Committee and its statement explaining the proposals are available at www.volvogroup.com.
The Annual Report, the Auditor's Report, the Consolidated Accounts, the Auditor's Report on the Consolidated Accounts, the remuneration report and the Auditor's statement pursuant to Chapter 8, section 54 of the Swedish Companies Act are available at www.volvogroup.com and at
Upon request by any shareholder and where the Board believes that such may take place without significant harm to the company, the Board and the President and CEO should provide information at the Annual General Meeting in respect of any circumstances which may affect the assessment of a matter on the agenda, and any circumstances which may affect the assessment of the company's or a subsidiary's financial position and as regards the company's relationship to other group companies.
The number of shares and votes
When this notice to attend the Annual General Meeting was issued, the total number of shares in the company was 2,033,452,084, distributed among 444,987,875 series A shares (1 vote per series A share), and 1,588,464,209 series B shares (1/10 vote per series B share). The total number of votes was 603,834,295.9.
Processing of personal data
For information on how your personal data is processed, see the privacy notice available on
Göteborg,
The Board of Directors
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