Shareholders who wish to participate at the Annual General Meeting must be recorded as a shareholder in
Notice of intention to participate at the Meeting may be given by telephone to +46 8 402 90 76, or by mail addressed to
Please note that notice of intention to participate could be given per telephone no later than
Media wishing to participate at the Meeting can notify their intention to Media Relations,
The notice to attend the Annual General Meeting follows below.
Welcome!
For more information, please visit volvogroup.com/press (https://www.volvogroup.com/en-en/news-and-media/press-releases.html)
The
Translation of Swedish original
NOTICE TO ANNUAL GENERAL MEETING OF AB VOLVO (publ)
Proposed agenda
Matters:
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Verification of the voting list
4. Approval of the agenda
5. Election of minutes-checkers
6. Determination of whether the Meeting has been duly convened
7. Presentation of the work of the Board and Board committees
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. In connection therewith, speech by the President and CEO
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 Matti Alahuhta
14.2 Eckhard Cordes
14.3 Eric Elzvik
14.4 James
14.5 Kurt Jofs (new election)
14.6 Martin Lundstedt
14.7
14.8 Martina Merz
14.9 Hanne de Mora
14.10 Helena Stjernholm
14.11 Carl-
15. Election of the Chairman of the Board
The Election Committee proposes re-election of
16. Election of members of the Election Committee
17. Resolution regarding Remuneration Policy for senior executives
18. Resolution regarding amendments to the Articles of Association
19. Resolutions on reduction of the share capital by way of cancellation of own shares and increase of the share capital by way of bonus issue without the issuance of new shares
20. Proposal from the shareholder
Motions
Point 2: The Election Committee proposes
Point 10: The Board proposes payment of an ordinary dividend of
Point 12: The Election Committee proposes eleven members and no deputy members.
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
Point 16: The Election Committee proposes that
Point 17: The Board proposes that the Annual General Meeting resolves to adopt the following Remuneration Policy for senior executives.
These guidelines (
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 2020 annual general meeting. These guidelines do not apply to any remuneration decided or approved by the general meeting. Any new share-based incentive plans will, where applicable, be resolved by the general meeting, but no such plan is currently proposed.
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 & CEO, amount to a maximum of 100 per cent of the base salary and, for other Executives, a maximum of 80 per cent of the base salary.
Long-term incentives may, for the President & CEO, amount to a maximum of 100 per cent of the base salary and, for other Executives, a maximum of 80 per cent of the base salary. The current long-term incentive plan for the Group's top executives, including the Executives, was introduced in connection with the 2016 annual general meeting. The objective of the program is to align the interests of the top executives with those of the Group shareholders. The program does that by a combination of a performance based award and a requirement to purchase and hold
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 per cent 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 & CEO, pension benefits shall be granted on the basis of a defined contribution plan except where law or collective agreement would require a defined benefit pension. The pensionable salary shall include base salary and short-term incentives. The pension contributions for the President & CEO attributable to the annual base salary shall amount to not more than 35 per cent of the base salary, and contributions attributable to short term incentives shall not exceed the corresponding proportion.
Other benefits may include, for example, life insurance, medical and health insurance, and company cars. Premiums and other costs relating to such benefits may amount to not more than 3 per cent of the annual base salary for the President & CEO.
For other Executives, pension benefits shall be granted on the basis of a defined contribution except where law or collective agreement require a defined benefit pension. The pensionable salary shall include base salary and short-term incentives. The pension contributions for other Executives attributable to the annual base salary shall amount to not more than 40 per cent of the base salary and contributions attributable to short term incentives shall not exceed the corresponding proportion.
Other benefits may include, for example, life insurance, medical and health insurance, and company cars. Premiums and other costs relating to such benefits may amount to not more than 10 per cent 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 cash remuneration, etc.
Short-term and long-term incentives shall be linked to predetermined and measurable criteria. 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 variable remuneration has been satisfied shall be determined when the relevant measurement period has ended. The Board of Directors is responsible for the determination of variable remuneration 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 remuneration 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 material changes to the guidelines
Due to new legislation passed in 2019, the proposed guidelines for executive remuneration submitted to the 2020 annual general meeting are more detailed than before. In addition, the short-term and long-term incentives may be linked to EBIT, cash flow, return on capital employed or similar ratios, or sustainability targets, instead of EBIT and cash flow only.
Point 18: The Board proposes that the Annual General Meeting resolves to amend the Articles of Association. A new section is proposed to be inserted in the Articles of Association allowing the Board to collect powers of attorney in accordance with the procedure described in Chapter 7, section 4, paragraph 2 of the Companies Act and allowing the Board to decide that shareholders shall have the right to provide their votes before a General Meeting. Further, a number of editorial amendments are proposed and amendments to reflect changes in legislation. The proposed amendments are set out below.
Current
wording Proposed wording
§ 1 | § 1 |
The name of | The business name of the Company is |
the Company | company is a public company (publ). |
is | |
Aktiebolaget | |
company is a | |
public | |
company | |
(publ). | |
§ 8 | § 8 |
A General | A General Meeting shall be held at one of the following |
Meeting shall | locations, following a decision by the Board, i.e. Göteborg, |
be held at | Malmö or |
one of the | Shareholders wishing to attend a General Meeting shall notify |
following | the Company no later than 12 noon on the day stated in the |
locations, | notice of the Meeting. This day may not be a Sunday, other |
following a | public holiday, Saturday, Midsummer Eve, |
decision by | Year's Eve and shall not fall earlier than the fifth weekday |
the Board, | prior to the Meeting. |
i.e. | |
Göteborg, | A shareholder may be accompanied by one or two assistants when |
Malmö or | attending a General Meeting, but only if the shareholder's |
notification pursuant to the previous paragraph includes | |
Shareholders | information to that effect. |
wishing to | Since the Company is registered with the |
attend a | Register Centre, the right to attend a General Meeting accrues |
General | to those entered as shareholders in the printed shareholders' |
Meeting shall | register or the shareholders register' in another forma pursuant |
notify the | to Section 7, sub-section 28, paragraph 3 of the Companies Act |
Company no | and refers to the situation five weekdays prior to the General |
later than 12 | Meeting. |
noon on the | |
day stated in | |
the notice of | |
the Meeting. | |
This day may | |
not be a | |
Sunday, other | |
public | |
holiday, | |
Saturday, | |
Midsummer | |
Eve, | |
or | |
Eve and shall | |
not fall | |
earlier than | |
the fifth | |
weekday prior | |
to the | |
Meeting. | |
A shareholder | |
may be | |
accompanied | |
by one or two | |
assistants | |
when | |
attending a | |
General | |
Meeting, but | |
only if the | |
shareholder's | |
notification | |
pursuant to | |
the previous | |
paragraph | |
includes | |
information | |
to that | |
effect. | |
Since the | |
Company is | |
registered | |
with the | |
Swedish | |
Securities | |
Register | |
Centre, the | |
right to | |
attend a | |
General | |
Meeting | |
accrues to | |
those entered | |
as | |
shareholders | |
in the | |
printed | |
shareholders' | |
register or | |
the | |
shareholders | |
register' in | |
another forma | |
pursuant to | |
Section 7, | |
sub-section | |
28, paragraph | |
3 of the | |
Companies Act | |
and refers to | |
the situation | |
five weekdays | |
prior to the | |
General | |
Meeting. | |
§ 10 | |
The Board may collect powers of attorney in accordance with the | |
procedure described in Chapter 7, section 4, second paragraph of | |
the Companies Act (2005:551). The Board has the right before a | |
General Meeting to decide that shareholders shall be able to | |
exercise their right to vote by post before the General Meeting. | |
§ 11 | § 12 |
The Company's | The Company's shares shall be registered in a |
shares shall | |
be registered | Depositories and Financial Instruments (Accounts) Act |
in a Central | (1998:1479). |
Securities | |
Depository | |
Register | |
pursuant to | |
the Financial | |
Instruments | |
Accounts Act | |
(1998:1479). |
As a consequence of the insertion of a new section 10 a renumbering of sections is proposed, the old § 10 becomes § 11 and the old § 11 becomes § 12.
Point 19: The company holds approximately 95 million own shares (treasury shares). The Board considers that there is no need to retain its holding of treasury shares and the Board proposes that the Annual General Meeting resolves to reduce the share capital by way of cancellation of own shares and an increase of the share capital by way of a bonus issue in order to restore the share capital, in accordance with item (A) - (B) below.
The resolutions are contingent of each other and are therefore proposed to be adopted as one resolution.
(A) Reduction of the share capital by way of cancellation of own shares
The Board proposes that the Annual General Meeting resolves to reduce the Company's share capital by
(B) Bonus issue without the issuance of new shares
The Board proposes that the Annual General Meeting resolves to increase the share capital through a bonus issue of
Point 20: Proposal from the shareholder
Majority requirements
The resolutions pursuant to Point 18 and Point 19 require that at least two thirds of both the votes cast and the shares represented at the Annual General Meeting approve the proposals.
Documents
The complete proposal by the Election Committee and its statement explaining the proposals, the Board's full proposal under Point 18, the Board's full proposal and statements from the Board and the auditor under Point 19 as well as a letter from the shareholder
The Annual Report, the Auditor's Report and the auditor's statement pursuant to Chapter 8, section 54 of the Swedish Companies Act are available at www.volvogroup.com and www.volvokoncernen.se, and at
The documents will be sent on request to such shareholders who provide their address from the date they become available. The documents will also be available at the Annual General Meeting.
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 2,128,420,220, distributed among 476,411,301 series A shares (1 vote per series A share), and 1,652,008,919 series B shares (1/10 vote per series B share). The total number of votes was 641,612,192.9. The Company's holding of own shares amounted to 94,968,136, distributed among 20,728,135 series A shares and 74,240,001 series B shares, corresponding to 28,152,135.1 votes. The Company may not vote using its treasury shares.
Information at the Annual General Meeting
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.
Right to participate in the Annual General Meeting
Participation in
Shares registered in the name of a nominee
To be entitled to participate in the Annual General Meeting, shareholders having their shares registered in the name of a nominee must request the nominee to enter the shareholder into the share register. Such registration, which can be temporary, must have been effected by
Notice
Notice of intention to participate in the Annual General Meeting can be given:
· by telephone, +46 8 402 90 76 (Monday-Friday
· by mail addressed to
SE-101 23
· on
In providing such notice, the shareholder should state:
· name
· personal registration number (corporate registration number)
· address and telephone number
· name and personal registration number of the proxy, if any
· the number of any accompanying assistant(s) (maximum two assistants)
Shareholders who wish to participate in the Annual General Meeting must submit notice no later than
Shareholders who are represented by proxy must issue a written, dated proxy for the representative. Such proxy forms are available at www.volvogroup.com or www.volvokoncernen.se. The proxy, in its original, should be sent to the Company at the above address well in advance of the Annual General Meeting. The proxy may not be older than one year unless it states that it is valid for a longer period of time, although the validity of the proxy may not exceed five years. If the proxy is issued by a legal entity, a certified copy of the certificate of registration or an equivalent certificate of authority must be submitted to the Company. Note that shareholders who are represented by proxy must notify the Company of their participation according to the above instructions and be registered as shareholders in the share register on
Processing of personal data
For information on how your personal data is processed, see the privacy notice available on Euroclear's webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Miscellaneous
The main entrance of Konserthuset opens at
Göteborg in
The Board of Directors
https://news.cision.com/ab-volvo/r/annual-general-meeting-of-ab-volvo,c3052632
https://mb.cision.com/Main/39/3052632/1205787.pdf
https://news.cision.com/ab-volvo/i/1860x1050-news-common-volvo-sign,c2758903
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