Share capital and ownership structure
As of February 1, 2010, the share capital of AB Electrolux amounted to SEK 1,545m, corresponding to 308,920,308 shares. The share capital of Electrolux consists of A-shares and B-shares. An A-share entitles the holder to one vote and a B-share to one-tenth of a vote. All shares entitle the holder to the same proportion of assets and earnings and carry equal rights in terms of dividends. In accordance with the Swedish Companies Act, the Articles of Association of Electrolux also provide for specific rights of priority for holders of different types of shares, in the event that the company issues new shares or certain other instruments.
According to Electrolux Articles of Association, owners of A-shares have the right to have such shares converted to B-shares. The purpose of the conversion clause is to give holders of A-shares an opportunity to achieve an improved liquidity in their shareholdings. Conversion reduces the total number of votes in the company. In January 2010, at the request of shareholders, 439,150 A-shares were converted to B-shares. The total number of votes thereafter amounts to 39,048,843 and the total number of shares to 308,920,308 shares, of which 9,063,125 are A-shares and 299,857,183 are B-shares.
According to the register of Euroclear Sweden, there were approximately 52,000 shareholders in AB Electrolux as of December 31, 2009. Investor AB is the largest shareholder, owning 12.7% of the share capital and 28.8% of the voting rights. Information on the shareholder structure is updated quarterly at http://www.electrolux.com/ir.
The Group’s pension fund owned 450,000 B-shares in AB Electrolux as of February 1, 2010.
Electrolux will be delisted from the LSE
Electrolux has applied for delisting from the London Stock Exchange (LSE). The Electrolux B-share has been listed on the LSE since 1928.
The LSE listing has been a part of a strategy to increase international ownership in Electrolux. However, this listing is no longer deemed necessary due to the deregulation of international capital markets and the increased foreign ownership of shares on the Nasdaq OMX Stockholm.
In recent years, trading of Electrolux shares on the LSE has been limited. The delisting will become effective during the first quarter of 2010.
Electrolux has also exited its other international listings in recent years, including those of Paris, Zurich and Geneva as well as New York’s Nasdaq.
Articles of Association
AB Electrolux Articles of Association stipulate that the AGM shall always resolve on the appointment of the members of the Board of Directors. Apart from that, the articles do not include any provisions for appointing or dismissing members of the Board of Directors or for changing the articles.
A shareholder participating in the AGM is entitled to vote for the full number of shares which he or she owns or represents. Outstanding shares in the company may be freely transferred, without restrictions under law or the company’s Articles of Association. Electrolux is not aware of any agreements between shareholders, which limit the right to transfer shares. The full Articles of Association can be downloaded at www.electrolux.com.
Effect of significant changes in ownership structure on long-term financing
Part of the Group’s long-term financing is subject to conditions which stipulate that a lender may request advance repayment in the event of significant changes in the ownership of the company. Such significant change could result from a public bid to acquire Electrolux shares.