GÖTEBORG, Sweden, March 2, 2022 /PRNewswire/ -- AB Volvo (publ)
gives notice to the Annual General Meeting Wednesday, April 6, 2022. Volvo welcomes
participation at the Meeting through advance voting and encourages
shareholders to ask questions in advance by post or e-mail.
AB Volvo' s Annual General Meeting will be carried out through
advance voting (postal voting) pursuant to temporary legislation.
No meeting with the possibility to attend in person or to be
represented by a proxy will take place. Hence, the Meeting will be
held without physical presence, in accordance with the procedures
last year, and with no customary arrangements in connection with
the Meeting.
Since no Annual General Meeting with the opportunity to attend
in person or by proxy will be held, there will be no opportunity to
ask questions at the Meeting. However, AB Volvo knows that many
shareholders wish to ask questions about the Group and encourages
questions in advance of the Meeting by post to AB Volvo (publ),
AA12600, Attn. Head of Investor Relations, SE-405 08 Göteborg,
Sweden, or via e-mail to
agm@volvo.com, no later than March 27,
2022. The Chairman and the President and CEO will address
questions from shareholders in presentations that will be made
available on AB Volvo' s website, volvogroup.com, from April 5, 2022 at around 09.00 a.m.
For a person to be entitled to participate, through advance
voting, in AB Volvo's Annual General Meeting such person must be
recorded in the share register maintained by Euroclear Sweden AB on
March 29, 2022 and must have notified
its intention to participate no later than April 5, 2022 by casting its advance vote in
accordance with the instructions in the notice to attend the Annual
General Meeting.
The notice to attend the Annual General Meeting follows
below.
AB Volvo
March 2, 2022
Journalists wanting further information, please
contact:
Claes Eliasson, Volvo Group
Media Relations, +46 76 553 72 29
For more information, please visit volvogroup.com
For frequent updates, follow us on Twitter: @volvogroup
The Volvo Group drives prosperity through transport and
infrastructure solutions, offering trucks, buses, construction
equipment, power solutions for marine and industrial applications,
financing and services that increase our customers' uptime and
productivity. Founded in 1927, the Volvo Group is committed to
shaping the future landscape of sustainable transport and
infrastructure solutions. The Volvo Group is headquartered in
Gothenburg, Sweden, employs almost
95,000 people and serves customers in more than 190 markets. In
2021, net sales amounted to SEK 372
billion (EUR 37 billion).
Volvo shares are listed on Nasdaq Stockholm.
Translation of Swedish original
NOTICE TO ANNUAL GENERAL MEETING OF AB VOLVO (publ)
AB Volvo (publ) gives notice to the Annual General Meeting
Wednesday, April 6, 2022.
AB Volvo' s Annual General Meeting will be carried out through
advance voting (postal voting) pursuant to temporary legislation.
No meeting with the possibility to attend in person or to be
represented by a proxy will take place. Hence, the Meeting will be
held without physical presence, in accordance with the procedures
last year, and with no customary arrangements in connection with
the Meeting.
Since no Annual General Meeting with the opportunity to attend
in person or by proxy will be held, there will be no opportunity to
ask questions at the Meeting. However, AB Volvo knows that many
shareholders wish to ask questions about the Group, and encourages
questions in advance of the Meeting by post to AB Volvo (publ),
AA12600, Attn. Head of Investor Relations, SE-405 08 Göteborg,
Sweden, or via e-mail to
agm@volvo.com, no later than March 27,
2022. The Chairman and the President and CEO will address
questions from shareholders in presentations that will be made
available on AB Volvo' s website, www.volvogroup.com, from
April 5, 2022 at around 09.00 a.m. If a shareholder wishes to have its
question answered in writing, and the question and answer published
on Volvo' s website, such question should be sent as described
below under the heading Documents and other information.
AB Volvo welcomes all shareholders to exercise their voting
rights at the Annual General Meeting through advance voting as
described below. Information on the resolutions passed at the
Meeting will be published on April 6,
2022 as soon as the result of the advance voting has been
finally confirmed.
Preconditions for participation
A shareholder who wishes to participate in the Meeting must (i)
be recorded in the share register prepared by Euroclear Sweden AB
relating to the circumstances on March 29,
2022, and (ii) notify its intention to participate in the
Meeting no later than April 5, 2022,
by casting its advance vote in accordance with the instructions
under the heading Advance voting below so that the advance
voting form is received by Euroclear Sweden AB no later than that
day.
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 March 29, 2022. Such
registration may be temporary (so-called voting right registration)
and is requested from the nominee in accordance with the nominee's
procedures and such time in advance as the nominee determines.
Voting right registrations completed not later than March 31, 2022 are taken into account when
preparing the register of shareholders.
Advance voting
The shareholders may exercise their voting rights at the Annual
General Meeting only by voting in advance, so-called postal voting
in accordance with section 22 of the Act (2022:121) on temporary
exceptions to facilitate the execution of general meetings in
companies and other associations.
A special form shall be used for advance voting. The form is
available on AB Volvo's website, www.volvogroup.com. The advance
voting form is considered as the notification of participation.
The completed voting form must be received by Euroclear Sweden
AB no later than Tuesday, April 5,
2022. The form may be submitted via e-mail to
GeneralMeetingService@euroclear.com or by post to AB Volvo (publ),
"AGM", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders may also cast
their advance votes electronically through BankID verification via
AB Volvo's website, www.volvogroup.com. If the shareholder votes in
advance by proxy, a power of attorney shall be enclosed to the
form. If the shareholder is a legal entity, a certificate of
incorporation or a corresponding document shall be enclosed to the
form. The shareholder may not provide special instructions or
conditions in the voting form. If so, the vote (i.e. the advance
vote in its entirety) is invalid. Further instructions and
conditions are included in the form for advance voting.
For questions about the Meeting or to have the advance voting
form sent by post, please contact Euroclear Sweden AB on telephone
+46 8-402 90 76 (Monday-Friday, 09.00-16.00 CET).
Proposed agenda
Matters:
1. Election of Chairman of
the Meeting
2. Election of persons to approve
the minutes
3. Preparation and approval
of the voting list
4. Approval of the
agenda
5. Determination of whether the
Meeting has been duly convened
6. 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
7. Adoption of the Income
Statement and Balance Sheet and the Consolidated Income Statement
and Consolidated Balance Sheet
8. Resolution in respect of
the disposition to be made of the company's profits
9. Resolution regarding discharge
from liability of the Board members and of the President and
CEO
10. Determination of the number of Board
members and deputy Board members to be elected by the Meeting
11. Determination of the remuneration to the
Board members
12. Election of Board members
The
Election Committee proposes election of the following Board
members:
12.1 Matti Alahuhta (re-election)
12.2 Jan Carlson (new
election)
12.3 Eric Elzvik (re-election)
12.4
Martha Finn Brooks (re-election)
12.5 Kurt Jofs
(re-election)
12.6
Martin Lundstedt (re-election)
12.7 Kathryn V. Marinello
(re-election)
12.8 Martina Merz
(re-election)
12.9 Hanne de Mora
(re-election)
12.10 Helena Stjernholm
(re-election)
12.11 Carl-Henric Svanberg
(re-election)
13. Election of the Chairman of the
Board
The Election Committee proposes re-election of Carl-Henric Svanberg as Chairman of the
Board
14. Determination of the remuneration to
the Auditors
15. Election of Auditors and Deputy
Auditors
16. Election of members of the Election
Committee
17. Presentation of the Board's
remuneration report for approval
18. Resolution regarding Remuneration
Policy for senior executives
19. Proposal from the shareholder
Carl Axel Bruno regarding
development of a safe battery box for electric long-distance trucks
and buses
Motions
Point 1: The Election Committee proposes attorney
Sven Unger, or, in case of his
impediment, the person instead appointed by the Election
Committee.
Point 2: Erik Sjöman, attorney, and Martin Jonasson, general counsel Andra
AP-fonden, AP2 (or if one or both of them are prevented, the person
or persons instead appointed by the Election Committee) are
proposed to be elected to approve the minutes of the Meeting
together with the Chairman. The task of approving the minutes of
the Meeting also includes verifying the voting list and that the
advance votes received are correctly stated in the minutes of the
Meeting.
Point 3: The voting list proposed for approval under
point 3 on the agenda, is the voting list drawn up by Euroclear
Sweden AB on behalf of AB Volvo, based on the Meeting's share
register and advance votes received, as verified and recommended by
the persons approving the minutes of the Meeting.
Point 8: The Board proposes payment of an ordinary
dividend of SEK 6.50 per share and an
extra dividend of SEK 6.50 per share.
Friday, April 8, 2022, is proposed by
the Board as the record date to receive the dividend. If the
Meeting resolves in accordance with the proposal, payment of the
dividend is expected to be performed through Euroclear Sweden AB on
Wednesday, April 13, 2022.
Point 10: The Election Committee proposes eleven
members and no deputy members.
Point 11: The Election Committee proposes that the
Chairman of the Board will be awarded SEK
3,850,000 (3,700,000) and each of the other members elected
by the Annual General Meeting SEK
1,150,000 (1,100,000) with the exception of the President
and CEO. Furthermore, the Election Committee proposes that the
Chairman of the Audit Committee will be awarded SEK 405,000 (390,000), the other members of the
Audit Committee SEK 190,000 (180,000) each, the Chairman of
the Remuneration Committee SEK 170,000 (165,000), the other
members of the Remuneration Committee SEK
125,000 (118,000) each, the Chairman of the Volvo CE
Transformation Committee SEK 200,000
and the other members of the Volvo CE Transformation Committee
SEK 170,000 each.
Point 12-13: 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 14: The Election Committee proposes that the fees
to the Auditors shall be paid in accordance with approved
invoices.
Point 15: The Election Committee proposes, in accordance
with the Audit Committee's recommendations, that the registered
firm of auditors Deloitte AB is elected as Auditor for the period
until the close of the Annual General Meeting 2023.
Point 16: The Election Committee proposes that Pär
Boman (AB Industrivärden), Anders
Oscarsson (AMF and AMF Funds), Magnus Billing (Alecta), Anders Algotsson (AFA
Insurance) and the Chairman of the Board are elected members of the
Election Committee and that no fees are paid to the members of the
Election Committee.
Point 18: The Board proposes that the Annual General
Meeting adopts the following policy for remuneration to senior
executives. As compared to the current remuneration policy, adopted
at the Annual General Meeting 2021, two changes are proposed.
First, in order to bring the total remuneration towards a more
market competitive level, it is proposed to increase the maximum
long-term incentive opportunity level for the President and CEO,
from maximum 100 per cent of base salary as of today to maximum 150
per cent of the base salary. To increase the long-term incentive,
where the pay-out is 100 per cent invested into Volvo shares
subject to a three-year holding period, will also further
strengthen the alignment with long-term shareholder interests.
Secondly it is proposed to clarify that, in addition to short-term
incentives, long-term incentives will be regarded as pensionable
salary, if required by law or collective
agreement.
Guidelines for remuneration to the Volvo Group Executive
Board (remuneration policy)
These guidelines (AB Volvo's remuneration policy) concern the
remuneration and other terms of employment for the members of the
Volvo Group Executive Board ("Executives").
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 2022 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 Volvo Group's business
strategy, long-term interests and sustainability
It is a prerequisite for the successful implementation of the
Volvo Group's business strategy and safeguarding of its long-term
interests, including its sustainability, that the Group can
recruit, retain and develop senior management. These guidelines
enable AB Volvo to offer Executives a competitive total
remuneration. More information regarding the Volvo Group's business
strategy is available in the Volvo Group Annual and Sustainability
Report.
Types of remuneration
Volvo Group remuneration to Executives shall consist of the
following components: base salary, short-term and long-term
variable incentives, pension benefits and other benefits.
Short-term incentives may, for the President and 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 and CEO, amount to a
maximum of 150 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 senior management,
including the Executives, was introduced in connection with the
2016 annual general meeting. The objective of the program is to
drive long-term value creation and align the interests of the
senior management with those of shareholders. To achieve this, the
program operates on a four-year cycle: with a performance based
annual award, which is invested in Volvo shares with a mandatory
lock-in period of three years. There will be no payout under the
long-term incentive program if the Annual General Meeting that is
held in the year following the performance year, decides not to
distribute any dividends to the shareholders. The program is funded
on an annual basis by an award, measured against performance
criteria established by the Board of Directors. The after-tax
portion of this payment must be immediately invested in AB Volvo
shares which must be held for a minimum of three years. In this
way, the Executives will build up a shareholding in the company and
have a vested interest over the longer-term development in the
value of the shares. At the end of the three-year period, the
Executives may sell their shares, if they meet the requirement for
owning shares valued at two years of the pre-tax base salary for
the President and CEO and one year of the pre-tax base salary for
the other Executives. The holding requirements for the Executives
shall cease upon termination of an Executive's employment, and the
Board of Directors may grant such other exceptions to the
requirements as the Board deems appropriate.
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 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 per cent of the base salary.
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 and CEO.
For other Executives, pension benefits shall be granted on the
basis of a defined contribution plan except where law or collective
agreement require 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 per cent 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 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 Sweden or reside in Sweden but having a material connection to or
having been residing in a country other than Sweden may be duly adjusted to comply with
mandatory rules or local practice, taking into account, to the
extent possible, the overall purpose of these guidelines.
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 Volvo Group applicable to cross border
work.
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 Sweden or reside in Sweden but having a material connection to or
having been residing in a country other than Sweden may be offered notice periods for
termination and severance payment as are reasonable to reflect the
special circumstances, taking into account the overall purpose of
these guidelines and alignment with the general policies and
practices within the Volvo Group.
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 Volvo Group's strategy and long-term value creation and
strengthen the link between achieved performance targets and
reward. The criteria for short-term and long-term incentives shall
be determined by the Board of Directors annually. The satisfaction
of the criteria shall be measured over periods of one year
each.
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 Volvo Group's current short-term
and long-term incentive plans are obligated, in certain
circumstances and for specified periods of time, to repay,
partially or in its entirety, variable incentive awards already
paid if payments have been made by mistake or been based on
intentionally falsified data or in the event of material
restatement of the Volvo Group's financial results. Furthermore,
the Board of Directors may decide on adjustments of pay-out under
the incentive plans (before payment has been made) in case of
extraordinary circumstances or to adjust for unforeseen
one-timers.
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 AB Volvo at levels
that are competitive in the market. Thus, salary and employment
conditions for other AB Volvo employees have been taken into
account by including information thereon in the Remuneration
Committee's and the Board of Directors' basis of decision when
evaluating whether the guidelines and the limitations set out
herein are appropriate.
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
AB Volvo and its executive management. The President and CEO and
other members of the executive management do not participate in the
Board of Directors' processing of and resolutions regarding
remuneration-related matters in so far as they are affected by such
matters.
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 Volvo Group's long-term interests, including its
sustainability, or to ensure the Group's financial viability. As
set out above, the Remuneration Committee's tasks include preparing
the Board of Directors' resolutions in remuneration-related
matters. This includes any resolutions to derogate from the
guidelines.
Description of changes to the guidelines, etc
In order to bring the total remuneration towards more market
competitive level, it is proposed to increase the maximum long-term
incentive opportunity level for the President and CEO, from maximum
100 % of base salary as of today to maximum 150 % of the base
salary. In addition, increasing the long-term incentive where the
pay-out is 100 % invested into Volvo shares subject to a three-year
holding period will further strengthen the alignment with long-term
shareholder interests.
The only further changes proposed to the Remuneration Policy are
editorial changes as well as a clarification on pensionable salary
in relation to incentives.
During 2021, the company has carefully considered feedback
received from shareholders and proxy advisors in connection with
the Annual General Meeting 2021 and otherwise during the year. For
further information, please refer to the section Looking ahead to
2022 in the Remuneration Report 2021.
Additional information regarding executive remuneration in the
Volvo Group is available in the Volvo Group Annual and
Sustainability Report.
Point 19: Proposal from the shareholder Carl Axel Bruno regarding development of a safe
battery box for electric long-distance trucks and buses in order to
enable swift exchange of batteries using different kinds of
trucks.
Documents and other information
The complete proposal by the Election Committee and its
statement explaining the proposals as well as the complete proposal
from the shareholder Carl Axel Bruno
(in original language and in an English in-house translation)
pursuant to Point 19 of the agenda 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 AB Volvo's Headquarters, Gropegårdsgatan
2, SE-417 15 Göteborg. These documents, together with information
regarding the proposed Board members that are included in the
Election Committee's complete proposal, are presented by being
available at the company's website in accordance with the above.
The share register of the Meeting is available at AB Volvo's
Headquarters, Gropegårdsgatan 2, SE-417 15 Göteborg, Sweden. The documents will, free of charge, be
sent on request to such shareholders who provide their address.
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 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.
A request for such information shall be made in writing to AB Volvo
(publ), AA14200, Attn. Head of Group Legal, SE-405 08 Göteborg,
Sweden, or via e-mail to
GroupLegal@volvo.com, no later than on March
27, 2022. The information will be made available at AB
Volvo, Gropegårdsgatan 2, SE-417 15 Göteborg, Sweden and on www.volvogroup.com, on
April 1, 2022 at the latest. The
information will also be sent, within the same period of time, to
the shareholder who has requested it and stated its address.
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 444,987,946 series A shares (1
vote per series A share), and 1,588,464,138 series B shares
(1/10 vote per series B share). The total number of votes was
603,834,359.8.
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. AB
Volvo (publ) has corporate registration number 556012-5790 and
registered office in Göteborg, Sweden.
Göteborg, March 2022
AB Volvo
(publ)
The Board of Directors
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SOURCE AB Volvo