Bli medlem
Bli medlem

Du är här

2016-02-26

Electrolux: Notice convening the Annual General Meeting of AB Electrolux

The shareholders of AB Electrolux are invited to participate in the
Annual General Meeting to be held on Wednesday, April 6, 2016 at 5
p.m. at Stockholm Waterfront Congress Centre, Nils Ericsons plan 4,
Stockholm, Sweden.

Registration and notification

Shareholders who wish to participate in the Annual General Meeting
must

· be recorded in the share register kept by Euroclear Sweden AB on
Thursday, March 31, 2016, and

· give notice of intent to participate to the company not later than
on Thursday, March 31, 2016.

Notice of intent to participate can be given on the Group's web site,
www.electroluxgroup.com/agm2016, by telephone +46-8-402 92 79 on
weekdays between 9 a.m. and 4 p.m. or by letter to AB Electrolux, c/o
Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden.

Please include in the notice name, personal or organization
identification number, address, telephone number and the number of
assistants attending (if any). Shareholders represented by proxy
should submit the proxy to the company prior to the Annual General
Meeting. Proxy forms in Swedish and English are available on the
Group's web site, www.electroluxgroup.com/agm2016.

Shareholders that have their shares registered in the name of a
nominee must, in addition to giving notice of participation in the
meeting, temporarily be recorded in the share register in their own
names (so called voting-rights registration) to be able to
participate in the General Meeting. In order for such registration to
be effectuated on Thursday, March 31, 2016, shareholders should
contact their bank or trustee well in advance of that date.

Agenda

1. Election of Chairman of the Meeting.

2. Preparation and approval of the voting list.

3. Approval of the agenda.

4. Election of two minutes-checkers.

5. Determination as to whether the meeting has been properly convened.

6. Presentation of the Annual Report and the Audit Report as well as the Consolidated Accounts and the Audit Report for the Group.

7. Speech by the President, Jonas Samuelson.

8. Resolution on adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income 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 pursuant to the adopted Balance Sheet and determination of record date for dividend.

11. Determination of the number of Directors and Deputy Directors.

12. Determination of fees to the Board of Directors.

13. Election of Board of Directors and Chairman of the Board of Directors.

a) Election of Petra Hedengran as Director. (re-election)

b) Election of Hasse Johansson as Director. (re-election)

c) Election of Ronnie Leten as Director. (re-election)

d) Election of Ulla Litzén as Director. (new election)

e) Election of Bert Nordberg as Director. (re-election)

f) Election of Fredrik Persson as Director. (re-election)

g) Election of David Porter as Director. (new election)

h) Election of Jonas Samuelson as Director. (new election)

i) Election of Ulrika Saxon as Director. (re-election)

j) Election of Ronnie Leten as Chairman. (re-election)

14. Proposal for resolution on remuneration guidelines for the Electrolux Group Management.

15. Proposal for resolution on implementation of a performance based, long-term share program for 2016.

16. Proposal for resolutions on

a) acquisition of own shares,

b) transfer of own shares on account of company acquisitions and

c) transfer of own shares on account of the share program for 2014.

17. Closing of the meeting.

Item 1 - Chairman of the Meeting

The Electrolux nomination committee, consisting of the Chairman Johan
Forssell, Investor AB, and the members Mathias Leijon, Nordea
Investment Management, Kaj Thorén, Alecta, and Marianne Nilsson,
Swedbank Robur funds, Ronnie Leten and Torben Ballegaard Sørensen,
Chairman and Director, respectively, of the Board of Directors of the
company, proposes:

· Eva Hägg, member of the Swedish Bar Association, as chairman of
the Annual General Meeting.

Item 10 - Dividend and record date

The Board of Directors proposes a dividend for 2015 of SEK 6.50 per
share and Friday, April 8, 2016, as record date for the dividend.
Subject to resolution by the General Meeting in accordance with this
proposal, dividend is expected to be distributed by Euroclear Sweden
AB on Wednesday, April 13, 2016.

Item 11 - Number of Directors

The nomination committee proposes:

· Nine Directors and no Deputy Directors.

Item 12 - Fees to the Board of Directors

The nomination committee proposes Directors' fees as follows:

· SEK 2,030,000 to the Chairman of the Board of Directors and SEK
560,000 to each of the other Directors appointed by the Annual
General Meeting not employed by Electrolux; and

· for committee work, to the members who are appointed by the Board
of Directors: SEK 250,000 to the Chairman of the audit committee and
SEK 95,000 to each of the other members of the committee and SEK
120,000 to the Chairman of the remuneration committee and SEK 60,000
to each of the other members of the committee.

Items 13 - Election of the Board of Directors and Chairman of the
Board

The nomination committee proposes:

· Re-election of the Directors Petra Hedengran, Hasse Johansson,
Ronnie Leten, Bert Nordberg, Fredrik Persson and Ulrika Saxon.

· Election of Ulla Litzén, David Porter and Jonas Samuelson as new
Directors.

· Ronnie Leten as Chairman of the Board of Directors.
Item 14 - Remuneration guidelines for the Electrolux Group Management

The Board of Directors proposes that the Annual General Meeting
approve guidelines for remuneration and other terms of employment for
the Electrolux Group Management on the following terms:

The guidelines set forth herein, that in all material respects
correspond to those resolved at the Annual General Meeting 2015,
shall apply to the remuneration and other terms of employment for the
President and CEO and other members of Group Management of Electrolux
("Group Management"). Group Management currently comprises twelve
executives.

The principles shall be applied for employment agreements entered into
after the Annual General Meeting in 2016 and for changes made to
existing employment agreements thereafter.

Remuneration for the President and CEO is resolved upon by the AB
Electrolux Board of Directors, based on the recommendation of the
Remuneration Committee. Remuneration for other members of Group
Management is resolved upon by the Remuneration Committee and
reported to the Board of Directors.

Note 27 of the Annual Report includes a detailed description of
existing remuneration arrangements for Group Management, including
fixed and variable compensation, long-term incentive programs and
other benefits.

Guidelines

Electrolux shall strive to offer total remuneration that is fair and
competitive in relation to the country or region of employment of
each Group Management member. The remuneration terms shall emphasize
`pay for performance', and vary with the performance of the
individual and the Group. The total remuneration for Group Management
may comprise the components set forth hereafter.

Fixed compensation

The Annual Base Salary ("ABS") shall be competitive relative to the
relevant country market and reflect the scope of the job
responsibilities. Salary levels shall be reviewed periodically
(usually annually) to ensure continued competitiveness and to
recognize individual performance.

Variable compensation

Following the `pay for performance' principle, variable compensation
shall represent a significant portion of the total compensation for
Group Management. Variable compensation shall always be measured
against pre-defined targets and have a maximum above which no pay out
shall be made.

Variable compensation shall principally relate to financial
performance targets.

Non-financial targets may also be used in order to strengthen the
focus on delivering on the Group's strategic plans. The targets shall
be specific, clear, measurable and time bound and be determined by
the Board of Directors.

Short Term Incentive (STI)

Group Management members shall participate in an STI (short term
incentive) plan under which they may receive variable compensation.
The objectives in the STI plan shall mainly be financial. These shall
be set based on annual financial performance of the Group and, for
the sector heads, of the sector for which the Group Management member
is responsible.

The maximum STI entitlements shall be dependent on job position and
may amount up to a maximum of 100 per cent of ABS. Reflecting current
market conditions, the STI entitlement for Group Management members
in the U.S. may amount up to a maximum of 150 per cent of ABS if the
maximum performance level is reached.

STI payments for 2016 are estimated[1]
(http://file:///C:/Users/FrykhDan/Documents/Press%20releases/160226%20-%2...)
to range between no payout at minimum level and SEK 67m (excluding
social costs) at maximum level.

Long Term Incentive (LTI)

Each year, the Board of Directors will evaluate whether or not a
long-term incentive program shall be proposed to the General Meeting.
Long-term incentive programs shall always be designed with the aim to
further enhance the common interest of participating employees and
Electrolux shareholders of a good long-term development for
Electrolux.

The costs for the LTI program proposed for 2016 are estimated[2]
(http://file:///C:/Users/FrykhDan/Documents/Press%20releases/160226%20-%2...)
to SEK 319m (including social costs) at maximum level. For
information on the proposed LTI program, please refer to the Board's
separate proposal.

Extraordinary arrangements

Other variable compensation may be approved in extraordinary
circumstances, under the conditions that such extraordinary
arrangement shall, in addition to the target requirements set out
above, be made for recruitment or retention purposes, are agreed on
an individual basis, shall never exceed three (3) times the ABS and
shall be earned and/or paid out in installments over a minimum period
of two (2) years.

Costs for extraordinary arrangements during 2015 amounts to
approximately SEK 8.8m. Costs for extraordinary arrangements which
have not yet been paid out are currently estimated to approximately
SEK 9.5m.

Pension and Benefits

Old age pension, disability benefits and medical benefits shall be
designed to reflect home country practices and requirements. When
possible, pension plans shall be based on defined contribution. In
individual cases, depending on tax and/or social security legislation
to which the individual is subject, other schemes and mechanisms for
pension benefits may be approved.

Other benefits may be provided on individual level or to the entire
Group Management. These benefits shall not constitute a material
portion of total remuneration.

Notice of Termination and Severance Pay

The notice period shall be twelve months if the Group takes the
initiative and six months if the Group Management member takes the
initiative.

In individual cases, severance pay may be approved in addition to the
notice periods. Severance pay may only be payable upon the Group's
termination of the employment arrangement or where a Group Management
member gives notice as the result of an important change in the
working situation, because of which he or she can no longer perform
to standard. This may be the case in e.g. the event of a substantial
change in ownership of Electrolux in combination with a change in
reporting line and/or job scope.

Severance pay may for the individual incl...

Författare WKR

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.