In accordance with the listing agreement with the Stockholm Stock Exchange, we hereby provide notice of the agenda for the Annual General Meeting, which will be held on April 25, 2000
In accordance with the listing agreement with the Stockholm Stock Exchange, we hereby provide notice of the agenda for the Annual General Meeting, which will be held on April 25, 2000.
In connection with the proposal for election of Board Members, Nobuyuki Idei, President and CEO of Sony Corporation, Tokyo, has declined re-election.
For further information, please contact Åsa Mattsson Stenqvist or Birgitte Dahlerus at +46 8 738 60 00.
Annual General Meeting of Shareholders
The shareholders of AB ELECTROLUX (publ) are invited to participate in the Annual General Meeting of the Company on Tuesday, April 25, 2000, at 5.p.m. at the Berwald Hall, Dag Hammarskjö[semicolon]lds vä[semicolon]g 3 (formerly Strandvä[semicolon]gen 69), Stockholm, Sweden.
Attendance at the meeting
Shareholders who intend to participate in the AGM must be registered in the Company’s share register kept by VPC AB (Swedish Central Securities Depository &[semicolon] Clearing Organization), on Friday, April 14, 2000.
In addition, notice of intent to participate must be given to Electrolux not later than 4 p.m. on Monday, April 17, 2000, when also the number of advisors shall be stated. Notice of intent to participate can be made by mail to AB Electrolux, C-J, SE-105 45 Stockholm, Sweden, or by telephone at +46-8-470 89 00, or by fax at +46-8-738 63 35, or be given at: www.electrolux.com/agm
Notice should include the shareholder’s name, registration number, if any, address and telephone number. Shareholders may vote by proxy, which should be submitted to the Company in good time prior to the AGM.
Shareholders, whose shares are registered through banks or trustees, must have their shares registered in their own names in order to participate in the AGM. To facilitate this registration in the share register kept by VPC, shareholders should request re-registration well in time before April 14, 2000.
1. Election of Chairman at the meeting
2. Compiling and approving a voting roll
3. Approval of the agenda
4. Election of two minutes-checkers
5. Question of whether the meeting has been properly convened
6. Presentation of the Annual Report and Accounts and the Report of the Auditors as well as of the Consolidated Accounts and the Report of the Auditors with respect to the Group
7. Speech by the President
8. Resolution on adoption of the Profit and Loss Statement and the Balance Sheet as well as the Consolidated Profit and Loss Statement and the Consolidated Balance Sheet
9. Resolution on discharge from liability of the Directors and the President
10. Resolution on dispositions in respect of the Company’s profit as shown in the adopted Balance Sheet and determination of record day for dividend
11. Determination of the number of Directors and Deputy Directors to be elected
12. Determination of the fees payable to the Board of Directors and the Auditor
13. Election of Directors and Deputy Directors
14. Proposal by the Board of Directors that the AGM authorizes the Board to decide upon the acquisition and sale of the Company’s own shares and also that a resolution be adopted by the AGM on the sale of the Company’s own shares
15. A matter raised by the Swedish Shareholders’ Association on the setting up of a nomination committee
16. Conclusion of the meeting
Dividend and record day (item 10)
The Board of Directors has proposed a dividend of SEK 3.50 per share and Friday, April 28, 2000, as record date for the dividend. Subject to endorsement of this proposal, dividends are expected to be paid by the VPC on Thursday, May 4, 2000.
Proposal for number of Directors, Directors’ fees, Auditor’s fees and election of Directors (items 11, 12 and 13)
Shareholders representing more than 30 per cent of the voting rights of all the shares in the Company have declared that they, with respect to the number of Directors, Directors’ fees and Auditor’s fees, respectively, and election of Directors will vote for the following proposals:
§ 8 Directors and no Deputy Directors.
§ The Directors’ fees totalling SEK 2,800,000, to be allocated by the Board of Directors among themselves, and the Auditor’s fees be paid on open account.
§ Re-election of the Directors Rune Andersson, Peggy Bruzelius, Thomas Halvorsen, Louis R. Hughes, Stefan Persson, Michael Treschow, Karel Vuursteen and Jacob Wallenberg.
§ At the 1999 AGM the authorized public accountant firm KPMG Bohlins AB was elected for the period up to and including the 2002 AGM.
Acquisition and sale of own shares (item 14)
The proposal for authorisation of the Board of Directors to decide upon acquisition and sale of the Company’s own shares, implies, in substance, that shares of series A and/or series B may be acquired and sold and in a total amount not exceeding 10 per cent of the total number of shares by way of offer directed to all shareholders or transactions on any of the stock exchanges / market places where the Company’s shares are quoted. Sale may also, with a deviation from the shareholders’ preferential rights, be made in connection with Company acquisitions. Payment for shares sold may be made in cash or in kind or by setting-off a claim against the Company and sale may also be subject to additional terms and conditions.
The proposal for a decision to sell shares in the Company implies, in substance, the following:
§ No more than 2,814,300 shares of series B may be sold.
§ Preferential rights to acquire the shares shall be given to the individuals (the “[semicolon]Option Holders”[semicolon]) who are entitled to acquire shares under the incentive programs of 1998 and 1999 (the “[semicolon]Program”[semicolon]). Each of the Option Holders shall be entitled to acquire, maximally, the number of shares as provided for in the Program.
§ The Option Holders preferential rights to acquire shares shall be exercised during the period when the Option Holders are entitled to acquire shares according to the Program (i.e. at the latest to February 24, 2004 with respect to the incentive program of 1998 and February 25, 2005 with respect to the incentive program of 1999).
The Option Holders shall, with respect to the incentive program of 1998, pay SEK 170 for each share and, with respect to the incentive program of 1999, SEK 216 for each share. This price may be subject to recalculation in accordance with the applicable incentive program due to bonus issue, split, preferential right issue and similar measures.
The purpose of the acquisition and sale of the Company’s shares in accordance with the above is to continuously be able to adapt the capital structure to the Company’s need for capital and thereby contribute to increased shareholder value, and to be in a position to sell shares in connection with the fulfilment of obligations according to existing incentive programs within the Company or in connection with financing of potential Company acquisitions.
The Board of Directors’ complete proposal for a decision will be available at the Company –
AB Electrolux, C-J, SE 105 45 Stockholm and will, on request, be sent to shareholders at the address given, as from April 10, 2000.
Proposal on the setting up of a nomination committee (item 15)
The Swedish Shareholders’ Association has proposed that a nomination committee be set up, consisting of 3-5 members of whom the majority should represent the major shareholders and at least one should represent shareholders with smaller holdings.
THE BOARD OF DIRECTORS
Stockholm in March, 2000