(Información remitida por la empresa firmante)
GOTHENBURG, Sweden, Feb. 14, 2023 /PRNewswire/ — Notice is hereby given that the Annual General Meeting of Aktiebolaget SKF will be held at Radisson Blu Scandinavia Hotel, Södra Hamngatan 59, Gothenburg, Sweden, at 14.00 on Thursday, 23 March 2023. The doors are open from 13.00. Light refreshments will be served prior to the Annual General Meeting between 13.00 and 14.00.
The Board of Directors has decided that the shareholders shall be able to exercise their voting rights by postal voting in accordance with the company’s articles of association.
A summary of the President’s address will be available at the company’s website, www.skf.com, after the Annual General Meeting.
Preconditions for participation
A. Shareholders who wish to participate at the Annual General Meeting by postal voting must
be recorded in the shareholders’ register kept by Euroclear Sweden AB by Wednesday, 15 March 2023,
and must notify its intention to participate by casting its postal vote in accordance with the instructions under the heading “Postal voting” below so that the postal voting is received by the company through Computershare AB no later than 17 March 2023.
B. Shareholders who wish to participate at the Annual General Meeting in person or by proxy in the meeting room must
be recorded in the shareholders’ register kept by Euroclear Sweden AB as per Wednesday, 15 March 2023
and must notify its intention to participate to the company at the latest on 17 March 2023 by letter to Computershare AB, “AGM 2023 of AB SKF”, Box 5267, SE-102 46 Stockholm, Sweden, via e-mail to proxy@computershare.se, via the company’s website www.skf.com, or by phone +46?31?337?25 50 (weekdays between 09.00 and 16.00). When notifying the company, preferably in writing, this should include details of name, address, telephone number, registered shareholding and number of advisors, if any.
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 15 March 2023. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 17 March 2023 are taken into account when preparing the share register.
Participation in person or by proxy
Shareholders who wish to attend in person in the meeting room, in person or by proxy, must notify its intention in accordance with B) above. This means that notice by postal voting only is not enough for anyone who wishes to attend in the meeting room.
Where representation is being made by proxy, the proxy form shall be sent to the company to the above address before the Annual General Meeting. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed.
Postal voting
A special form shall be used for postal voting. The form is available on www.skf.com.
The completed and signed voting form must be received by SKF through Computershare AB no later than 17 March 2023. The form may be submitted by post to Computershare AB, “AGM 2023 of AB SKF”, Box 5267, 102 46 Stockholm or via e-mail to proxy@computershare.se. Shareholders may also cast their postal votes electronically through Swedish BankID verification via SKF’s website www.skf.com. Shareholders who are represented by a proxy holder shall submit a proxy form enclosed to the voting form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form.
Shareholders are not permitted to add special instructions or conditions to their postal votes. If this is done, the vote (i.e. the postal vote in its entirety) will be invalid. Further instructions and conditions can be found on the postal voting form.
For questions about the meeting or to have the postal voting form sent by post, please contact Computershare AB on telephone +46 31-337 25 50.
Proposed agenda
The Nomination Committee’s proposal for Board members:
14.1 Hans Stråberg
14.2 Hock Goh
14.3 Geert Follens
14.4 Håkan Buskhe
14.5 Susanna Schneeberger
14.6 Rickard Gustafson
14.7 Beth Ferreira
14.8 Therese Friberg
14.9 Richard Nilsson
14.10 Niko Pakalén
Proposal under item 10
The Board of Directors proposes a dividend of SEK 7.00 per share. It is proposed that shareholders with holdings recorded on Monday, 27 March 2023 be entitled to receive the proposed dividend. Subject to resolution by the Annual General Meeting in accordance with this proposal, it is expected that Euroclear will distribute the dividend on Thursday, 30 March 2023.
Proposals under items 2, 12, 13, 14 and 15
The Nomination Committee formed according to a resolution of the Annual General Meeting 2020 to represent all shareholders of the company consists of, besides the Chair of the Board of Directors, representatives of FAM, Cevian Capital, AFA Försäkring, and Skandia, shareholders who together represent around 40% of the votes of the total number of company shares. The Nomination Committee has informed the company about the following proposal:
Item 2 – that Erik Sjöman is elected Chair of the Annual General Meeting;
Item 12 – that the Board of Directors shall consist of ten members and no deputy members;
Item 13 – that the Board members elected by the Annual General Meeting and not employed by the company, for the period up to the end of the next Annual General Meeting, receive a fee according to the following:
a. An allotment of SEK 2,610,000 to the Chair of the Board of Directors, SEK 1,305,000 to the Vice Chair of the Board of Directors and SEK 850,000 to each of the other Board members; and
b. an allotment of SEK 295,000 to the Chair of the Audit Committee, with SEK 217,000 to each of the other members of the Audit Committee, with SEK 170,000 to the Chair of the Remuneration Committee, with SEK 135,000 to each of the other members of the Remuneration Committee, with SEK 170,000 to the Chair of the Sustainability Committee and with SEK 135,000 to each of the other members of the Sustainability Committee;
Item 14 – re-election of the Board members Hans Stråberg, Hock Goh, Geert Follens, Håkan Buskhe, Susanna Schneeberger and Rickard Gustafson. It is proposed that Beth Ferreira, Therese Friberg, Richard Nilsson and Niko Pakalén are to be newly elected.
Item 15 – that Hans Stråberg is re-elected as the Chair of the Board of Directors.
Beth Ferreira is Divisional Managing Director, Precision Engineering at IMI plc. She has previously held several senior positions, including as group president for several different business areas for Illinois Tool Works (ITW).
Therese Friberg is Group CFO and Executive Vice President of Electrolux. She has held several senior positions within the Electrolux Group, including as CFO and managing controller for different business areas.
Richard Nilsson is Investment Director at FAM AB and board member of Stora Enso Oyj, IPCO AB, GROPYUS AG and Cinder Invest AB. He was previously equity research analyst at SEB Enskilda, Alfred Berg and Handelsbanken.
Niko Pakalén is partner at Cevian Capital and board member of TietoEvry Oyj. He has previously held leading positions within Cevian Capital and worked at Danske Bank.
A presentation of the proposed Board can be found at the company’s website www.skf.com. Colleen Repplier has declined re-election at the Annual General Meeting 2023.
Proposal under item 16
(CONTINUA)