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2022-04-01

Notice of Annual General Meeting in Volvo Car AB (publ)

The shareholders of Volvo Car AB (publ), reg. no. 556810-8988, ("Volvo Cars") are invited to attend the Annual General Meeting (the "AGM") to be held on Wednesday, 11 May 2022, at 13.00CEST at Eriksbergshallen, Sjöportsgatan 5, 417 64 Gothenburg, Sweden. Admission and registration for the AGM will begin at 12.00 CEST.

The Board of Directors has resolved, in accordance with the provisions of Volvo Cars' Articles of Association, that shareholders may also exercise their voting rights in advance by so-called postal voting.

The AGM will be conducted in Swedish and simultaneously translated into English.

Right to participate and notification

A) Attending the meeting venue

A person who wishes to attend the meeting venue in person or by proxy must

  • be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday, 3 May 2022; and
  • give notice of its participation no later than on Thursday, 5 May 2022 by mail to Volvo Car AB (publ), c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, by phone +46(0)8-402 90 64, or through the company's website, https://investors.volvocars.com/en/AGM2022. Upon the notification of participation, the shareholder must state name/business name, personal or corporate identity number, address, telephone number and number of any assistants (not more than two).

For shareholders who wish to be represented by a proxy, a written and dated power of attorney signed by the shareholder must be attached to the notification and presented at the meeting. If the shareholder is a legal entity, a copy of certificate of incorporation, or corresponding authorisation document for the legal entity, must be attached. Form of proxy is available on Volvo Cars' website, https://investors.volvocars.com/en/AGM2022.

B) Participation by postal voting

A person who wishes to participate in the AGM 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 Tuesday, 3 May 2022; and
  • give notice of its participation no later than on Thursday, 5 May 2022, by submitting its postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than that day.

A shareholder who wishes to attend the meeting venue in person or by proxy, must give notice of this in accordance with the instructions stated under A) above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the meeting venue.

A special form shall be used for postal voting. The form is available on the company's website https://investors.volvocars.com/en/AGM2022. The completed and signed form may be sent by post to Volvo Car AB (publ), c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, or by email to GeneralMeetingService@euroclear.com(state "Volvo Car AB - postal voting" in the subject line). The completed and signed form must be received by Euroclear Sweden AB no later than on Thursday, 5May 2022. Shareholders may also submit their postal votes electronically by verification with BankID via Euroclear Sweden AB's website https://anmalan.vpc.se/EuroclearProxy/.

Shareholders may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.

If a shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the postal voting form. If the shareholder is a legal entity, a copy of certificate of incorporation, or corresponding authorisation document for the legal entity, must be enclosed with the form. Form of proxy is available on the company's website, https://investors.volvocars.com/en/AGM2022.

Nominee-registered shares

In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of its participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Tuesday, 3 May 2022. Such 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 a time decided by the nominee. Voting rights registrations that have been made by the nominee no later than Thursday, 5May 2022, will be taken into account in the presentation of the share register.

Agenda

1. Opening of the meeting
2. Election of Chairperson of the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of persons to approve the minutes
6. Determination of whether the meeting has been duly convened
7. Presentation by the CEO
8. Presentation of

a)      the annual report and the audit report as well as the consolidated financial statements and the auditor's report for the group

b)      the auditor's statement regarding the company's compliance with the guidelines for remuneration to members of the executive management

9. Resolutions regarding

a)      adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet

b)      allocation of the company's profit or loss in accordance with the adopted balance sheet

c)       discharge from liability of the members of the Board of Directors and the CEO

10. Determination of

a)      the number of Board members

b)      the number of auditors

11. Determination of

a)      fees to the Board members

b)      fees to the auditors

12. Election of the Board of Directors and the Chairperson of the Board

a)      Eric (Shufu) Li (re-election)

b)      Lone Fønss Schrøder (re-election)

c)       Thomas Johnstone (re-election)

d)      Daniel (Donghui) Li (re-election)

e)      Diarmuid O'Connell (re-election)

f)        Jonas Samuelsson (re-election)

g)       Lila Tretikov (re-election)

h)      Winfried Vahland (re-election)

i)        Anna Mossberg (new election)

j)        Jim Rowan (new election)

k)       Eric (Shufu) Li as Chairperson of the Board (re-election)

l)        Lone Fønss Schrøder as Vice Chairperson of the Board (re-election)

13. Election of auditors
14. Resolution on approval of the remuneration report
15. Resolution regarding guidelines for executive remuneration
16. Resolution on the implementation of a Performance Share Plan and an Employee Share Matching Plan in accordance with A.2 and A.3, respectively, and delivery arrangements in respect thereof in accordance with B.1 or B.2
17. Resolution regarding authorisation of the Board of Directors to resolve on new share issues
18. Closing of the meeting

Proposals

The Nomination Committee's proposals (items 2 and 10-13)

The Nomination Committee prior to the AGM 2022 has consisted of Hans-Olov Olsson (appointed by Geely Sweden Holdings AB), Yimin Chen (appointed by Geely Sweden Holdings AB), Anders Oscarsson (appointed by AMF), Ylva Wessén (appointed by Folksam) and Eric (Shufu) Li as the Chairperson of the Board of Directors. Hans-Olov Olsson has been the Chairperson of the Nomination Committee.

The Nomination Committee proposes the following:

Chairperson for the meeting: The attorney Eva Hägg.

Board of Directors: The Nomination Committee proposes that the Board of Directors shall consist of 10 ordinary Board members elected by the AGM, without deputy Board members. Eric (Shufu) Li, Lone Fønss Schrøder, Thomas Johnstone, Daniel (Donghui) Li, Diarmuid O'Connell, Jonas Samuelsson, Lila Tretikov and Winfried Vahland shall be re-elected as Board members. Anna Mossberg and Jim Rowan shall be elected as new Board members. Eric (Shufu) Li shall be re-elected as Chairperson of the Board of Directors and Lone Fønss Schrøder shall be re-elected as vice Chairperson of the Board.

Anna Mossberg

Anna Mossberg has acted as professional board member since 2018, comes with extensive experience of board work in listed companies and is well acquainted with Swedish corporate governance requirements. She also brings valuable experience from her senior operational roles in companies such as Silo AB, Google Sverige AB, Deutsche Telecom AG, Bahnhof AB and Telia and a strong tech industry background of relevance for the transforming Volvo Car Group. Anna Mossberg is currently a board member of Swedbank AB, Swisscom AG, Schibsted ASA, Orkla ASA and ByggfaktaAB.

Jim Rowan

Jim Rowan brings with him over three decades of global experience in the consumer and technology sectors, delivering strong growth and profitability through transformation strategies and customer engagement. He has also worked extensively with digitalization, disruption, innovation, engineering and supply chains, which will be valuable for the future of Volvo Cars to realise its strategic ambitions. He has worked with Ember as an investor, board member and its CEO since February 2021. He served as CEO of the Dyson Group between 2017-2020 and as COO between 2012-2017, during which time he accelerated the company's e-commerce strategy, launched new innovative products, and grew its market share worldwide. Prior to Dyson, he was the COO of BlackBerry. He is a member of the Shareholders' Committee of Henkel AG, a German technology and consumer goods company, which operates worldwide.

Further information about all Board members proposed for re-election and new election is available on the company's website https://investors.volvocars.com/en/AGM2022.

Board and Committee fees: The Nomination Committee proposes to increase the Board's remuneration with 5 per cent meaning that the following remuneration would be applied until the next AGM:

Compensation to the Board members that are not employed or otherwise remunerated by Volvo Car Group or the Geely Holding Group shall be the following; (i) SEK 1,155,000 to each of the Board members, other than the vice Chairperson who shall receive SEK 2,730,000, (ii) SEK 131,000 to each of the members of the People Committee, and SEK 168,000 to the Chairperson of the People Committee, and (iii) SEK 189,000 to each of the members of the Audit Committee, and SEK 410,000 to the Chairperson of the Audit Committee. All remunerated Board members elected by the AGM are also entitled to a company car in accordance with the company's applicable car policy (corresponding to an average yearly benefit of approximately SEK 110,000 per entitled Board member). The Chairperson of the Board, the CEO as well as Daniel (Donghui) Li shall not be remunerated. In addition, the Nomination Committee proposes a symbolic compensation for reading time for the employee representatives with in total SEK331,700, whereof SEK 81,700 to each of the ordinary representatives and SEK 43,300 to each of the deputy representatives.

Auditor and auditor's fee: The number of auditors shall be one without deputies. The Nomination Committee pr...

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