The shareholders of AB Electrolux, reg. no. 556009-4178, are
hereby given notice of the Extraordinary General Meeting to be held
on Friday, August 27, 2021.
STOCKHOLM, Aug. 2, 2021 /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 August 27, 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 Extraordinary 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 Thursday, August 19,
2021, and
- give notice of intent to participate no later than on
Thursday, August 26, 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
Extraordinary 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 Thursday, August 19, 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 Monday, August 23, 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/egm2021. 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 August
26, 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 August 26,
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/egm2021. 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 August 17, 2021, at the address of
AB Electrolux (publ), General Counsel, 105 45
Stockholm, Sweden or by e-mail at
egm@electrolux.com. The questions and responses will be made
available on the Group's website www.electroluxgroup.com/egm2021
and at the company's head office, S:t Göransgatan 143 in
Stockholm, Sweden no later than
August 22, 2021. The information is
also sent to the shareholders who requested it and stated their
address.
Agenda
- Election of Chairman of the Meeting.
- Election of two minutes-checkers.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination as to whether the meeting has been properly
convened.
- Resolution
on
a) share split
2:1;
b) reduction of the share capital
through redemption of shares;
and
c) increase of the share capital
through a bonus issue.
Item 1 – Election of Chairman of the Meeting
The Board of Directors 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 Oskar Börjesson, Skandia Liv,
and Charlotte Munthe Nilsson,
Investor AB, 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 6 – Resolution regarding automatic share redemption
procedure including a) share split 2:1, b) reduction of the share
capital through redemption of shares and c) increase of the share
capital through a bonus issue
Background
Electrolux has during recent years generated strong cash flow
through improved profitability and high capital efficiency, despite
large investments in strengthening its product and service offering
as well as consumer interaction to boost organic growth. The Board
has conducted a thorough review of the Group's strategic plans and
current capital structure, where its first prioritisation is to
maintain a high level of capacity for value creating organic
investments and selective acquisitions. Since the Group's financial
position is today very strong, the Board has decided to propose
that the Extraordinary General Meeting resolves on an automatic
share redemption, by a so called share split of 2:1, whereby each
existing share will be split into two shares. One of those shares
will automatically be redeemed at SEK
17.00, which corresponds to a maximal total redemption
amount of approximately SEK 4,886
million to be distributed to the shareholders. To achieve a
quick and efficient redemption procedure the Board further proposes
that the company's share capital is restored to its current amount
by means of a bonus issue. In view of hereof, the Board proposes
that the Extraordinary General Meeting resolves in accordance with
the following proposal.
A. Share split 2:1
The Board proposes that the Extraordinary General Meeting
resolves on a share split 2:1, meaning that each existing share is
divided into two shares, of which one is to be referred to as
redemption share in the VPC system and be redeemed in the manner
described under item (B) below. The suggested record date at
Euroclear for the share split is October 5,
2021. The last trading day for the company's shares
including the right to receive redemption shares will therefore be
October 1, 2021 and the first trading
day for the company's shares excluding the right to receive
redemption shares will be October 4,
2021. After the share split, the number of shares in the
company will increase from 308,920,308 to 617,840,616, of which
16,385,078 are A shares and 601,455,538 are B shares, each share
with a quota value of SEK 2.50.
B. Reduction of the share capital
through redemption of shares
The Board proposes that the Extraordinary General Meeting
resolves that the company's share capital shall be reduced by
SEK 772,300,770 (the reduction
amount) for repayment to the shareholders and, to the extent that
the reduction of the share capital is implemented by way of
redemption of shares held by the company, for transfer to
non-restricted equity. The reduction will be made by means of
redemption of 308,920,308 shares, of which 8,192,539 are A shares
and 300,727,769 are B shares.The shares to be redeemed shall be
those shares that, after the share split in accordance with item
(A) above, are referred to as redemption shares in the VPC system,
whereby the record date for the right to receive redemption shares
according to item (A) above is October 5,
2021. Trading in the redemption shares is estimated to take
place as from October 6, 2021 up to
October 22, 2021.
For each redeemed share (irrespective of the series of shares) a
redemption amount of SEK 17.00 will be paid, of which
approximately SEK 14.50 exceeds the quota value of the share.
However, no payment is to be made in respect of redeemed shares
held by the company. The total redemption amount is estimated to
SEK 4,885,756,650 [1]. In addition to
the reduction amount of SEK
772,300,770, an estimated total amount of SEK 4,113,455,880 will be distributed, by use of
the company's non-restricted equity.
The record date for the right to receive the redemption amount
is proposed to be October 25, 2021. Payment of the
redemption amount is estimated to be made by Euroclear on
October 28, 2021.
Following the reduction, the company's share capital will amount
to SEK 772,300,770, allocated on a
total of 308,920,308 shares, of which 8,192,539 are A shares and
300,727,769 are B shares, each share with a quota value of
approximately SEK 2.50. Apart from
the reduction of the share capital, the company's restricted equity
will not be affected.
The Annual General Meeting resolved on March 25, 2021 on a dividend for the financial
year 2020 of SEK 8.00 per share (of
which SEK 4.00 per share has been
distributed to the shareholders). No other resolutions have been
made regarding value transfers after the presentation of the 2020
Annual Report. The disposable amount according to Chapther 17,
Section 3, first paragraph of the Swedish Companies Act (2005:551)
amounts to SEK 17,154 million.
C. Increase of the share
capital through a bonus issue
Further, the Board proposes that the Extraordinary General
Meeting resolves on a bonus issue to increase the company's share
capital by SEK 772,300,770, to
SEK 1,544,601,540, through a transfer
of SEK 772,300,770 from the company's
non-restricted equity. No new shares are to be issued in connection
with the bonus issue.
The number of shares will, after implementation of the increase
of the share capital, be 308,920,308, of which 8,192,539 are A
shares and 300,727,769 are B shares, each share with a quota value
of SEK 5.00.
A separate information brochure regarding the proposed automatic
share redemption procedure in accordance with this item 6 will be
provided before the Extraordinary General Meeting.
Finally, the Board proposes that the Extraordinary General
Meeting authorises the company's President to make the minor
adjustments to the resolutions in this item 6 that may be required
in connection with the registration of the resolutions with the
Swedish Companies Registration Office or Euroclear.
Majority requirements
The resolutions by the Extraordinary General Meeting in
accordance with items 6(A)–(C) above are conditional upon each
other and shall therefore be adopted as one resolution. In order
for the resolution by the Extraordinary General Meeting to be
valid, the resolution must be approved by shareholders representing
at least two thirds of the votes cast as well as the shares
represented at the Extraordinary General Meeting.
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 2020, the Board's motivated statement pursuant to
Chapter 20, Section 8 of the Swedish Companies Act, the Board's
report over matters of significance for the company's position
pursuant to Chapter 12, Section 7 and Chapter 20, Section 12 of the
Swedish Companies Act, the Board's report pursuant to Chapter 20,
Section 13, fourth paragraph of the Swedish Companies Act, as
well as the Auditor's statements pursuant to Chapter 12, Section 7,
Chapter 20, Section 8, Chapter 20, Section 12 and Chapter 20,
Section 14 of the Swedish Companies Act are available at the
company, AB Electrolux, S:t Göransgatan 143,
SE105 45 Stockholm, Sweden and on the Group's website,
www.electroluxgroup.com/egm2021. 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.
Shares and votes
There are in total 308,920,308 shares in the company of which,
as of August 2, 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 Extraordinary General Meeting.
Processing of personal data
For information on how your personal data is
processed, https://www.euroclear.com/dam/ESw/Legal/Privacy_notice_BOSS_final_30112020.pdf
Stockholm in August 2021
AB Electrolux (publ)
The Board of Directors
[1] The final redemption amount will be calculated based on the
number of own shares held by the company on the record date, hence
the amount to be distributed may be lower as no payment is to be
made in respect of redeemed shares held by the company.
About Electrolux
Electrolux is a leading global appliance company that has shaped
living for the better for more than 100 years. We reinvent taste,
care and wellbeing experiences for millions of people, always
striving to be at the forefront of sustainability in society
through our solutions and operations. Under our brands,
including Electrolux, AEG and Frigidaire, we sell approximately 60
million household products in approximately 120 markets every year.
In 2020 Electrolux had sales of SEK 116 billion and
employed 48,000 people around the world. For more information go to
www.electroluxgroup.com
CONTACT:
For further information, please contact Electrolux Press
Hotline, +46 8 657 65 07.
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/electrolux/r/notice-convening-the-extraordinary-general-meeting-of-ab-electrolux,c3391037
The following files are available for download:
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Notice convening EGM
August 2021
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