omniture

Notice convening the extraordinary general meeting of AB Electrolux

Electrolux
2021-08-02 14:53 12041

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

  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                
    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.

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Notice convening EGM August 2021

 

Source: Electrolux
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