The Annual General Meeting of AB Electrolux was held on Wednesday, April 21, in Stockholm.
Peggy Bruzelius, Thomas Halvorsen, Louis R. Hughes, Hans Stråberg, Barbara Thoralfsson, Michael Treschow and Karel Vuursteen where re-elected to the board. Aina Nilsson was new-elected to the board.
The proposed dividend of SEK 6.50 per share was adopted. The record date was set for April 26, 2004, and dividends are estimated to be paid by VPC (Securities Register Center) on April 29, 2004.
The parent company’s and Group’s Income Statements and Balance Sheets were adopted. The Board of Directors and President were discharged from liability for the fiscal year 2003.
At the statutory board meeting, Michael Treschow was new-elected chairman. Peggy Bruzelius was new-elected deputy chairman.
In accordance with a proposal from the Board of Directors, the AGM decided on the conditions for the share redemption offer in a total amount of approximately SEK 3,000m. The decision can be summarized as follows:
- Each A-share gives one class A redemption right, and each B-share gives one class B redemption right.
- 20 class A redemption rights entitle redemption of one class A share, and 20 class B redemption rights entitle redemption of one class B share. In order to facilitate adjustment of uneven lots, a maximum of 1,000 redemption rights can be used to redeem shares of either class (A and/or B).
- The amount to be paid by Electrolux for each redeemed share is SEK 200.
- A maximum of 1,000 redemption rights can be sold free of brokers’ commission.
The redemption offer is conditional to an extraordinary shareholders’ meeting resolving matters including a reduction of the share capital by means of redemption and the final number of shares to be included in the redemption procedure. The extraordinary shareholders’ meeting is intended to be held on June 16, 2004.
Provided that the offer is in accordance with the conditions above and accepted in its entirety, the company’s equity will be reduced by SEK 3,066m through redemption of 15,330,530 shares. The number of shares in Electrolux after the offer will thus amount to 308,769,470, including shares owned by the company. As of March 31, 2004, Electrolux owned 17,489,400 shares, which are not included by the offer.
Performance-based long-term share program
In accordance to the previously communicated proposal from the Board of Directors, the AGM decided to replace the Group’s current stock option programs with a performance-based long-term share program from 2004.
Repurchase and transfer of own shares
The Annual General Meeting approved, as in previous years, a new program for repurchase of A- and/or B-shares during the period prior to the Annual General Meeting in 2005.
The purpose of the repurchase program is to continuously enable adaptation of the Group’s capital structure, thus contributing to increased shareholder value. Electrolux should also be able to use repurchased shares in connection with financing of potential acquisitions and the option programs for 1999-2003, as well as the new share program for 2004.
The company may repurchase shares in an amount such that, following each repurchase, the company holds a maximum of 10% of the total number of shares in the company. Purchases may be made only through transactions on the Stockholm Stock Exchange and/or the London Stock Exchange at a price per share within the prevailing registered price interval.
As of March 31, 2004, Electrolux held 17,489,400 B-shares, corresponding to 5.4% of the total number of outstanding shares. Repurchased number of shares during the first quarter of 2004 was 500,000. With reference to the current holding of own shares, a maximum of 14,920,600 shares may be repurchased.
In accordance to the proposal from The Board of Directors the AGM decided to authorize the Board to transfer own A- and B-shares in connection with company acquisitions, during the period up until the Annual General Meeting in 2005. Transfers may be implemented with deviation from the shareholders’ preferential rights. In addition, transfers shall be made at a minimum price per share that corresponds to an amount in close connection with the price of A- or B-shares on the Stockholm Exchange at the time of the decision on the transfer. Payment for transferred shares may be made in cash, by contributions in kind, or by offsetting company debt.
The AGM also authorized transfers of repurchased own B-shares. The purpose is to implement the 2004 share program in a cost-efficient and flexible manner, to fulfil the obligation to deliver shares under the program, as well as to cover costs that may arise as a result of the previous employee stock-option programs for 1999-2003.
A maximum of 1,500,000 B-shares may be transferred free of charge to the participants in the share program. During the period prior to the next Annual General Meeting, a maximum of 1,313,010 B-shares may be transferred on the Stockholm Exchange at current market price in order to cover future costs of the employee stock-option programs for 1999- 2003. These costs refer primarily to employer contributions.
The AGM decided that the nomination procedure prior to coming elections of board members shall be arranged so that the Chairman, during the fourth calendar quarter, contacts at least three of the major shareholders. Representatives of these major shareholders (who may not be members of the Board of Directors of the Company) shall then jointly, and under the leadership of the Chairman, prepare a proposal concerning members of the Board of Directors and the fee to the Board of Directors, to be submitted to the Annual General Meeting for resolution. The names of the shareholders’ representatives shall be made public as soon as they have been appointed.