(Información remitida por la empresa firmante)
The Electrolux Nomination Committee, consisting of the Chairman Johan Forssell (Investor AB) and the members Carina Silberg (Alecta), Sussi Kvart (Handelsbanken Funds), Tomas Risbecker (AMF Tjänstepension och Fonder), Staffan Bohman and Fredrik Persson (Chairman and Director, respectively, of the Board of Directors of the company), proposes: Björn Kristiansson, member of the Swedish Bar Association, as chairman of the Annual General Meeting.
Item 2 – Preparation and approval of the voting list
The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of the company, based on the General Meeting share register, shareholders having given notice of participation and being present at the meeting venue, and received postal votes.
Item 10 – Dispositions in respect of the company’s profit or loss pursuant to the adopted Balance Sheet
The Board of Directors proposes that no dividend shall be distributed for the fiscal year 2022 and that available funds will be carried forward in the new accounts.
Item 11 – Number of Directors and Deputy Directors
The Nomination Committee proposes:
Eight Directors and no Deputy Directors.
Item 12 – Fees to the Board of Directors and the Auditor
The Nomination Committee proposes fees as follows to Directors not employed by Electrolux:
SEK 2,475,000 to the Chairman of the Board of Directors and SEK 720,000 to each of the other Directors appointed by the Annual General Meeting;
for committee work, to the members who are appointed by the Board of Directors: SEK 310,000 to the Chairman of the Audit Committee and SEK 195,000 to each of the other members of the Audit Committee and SEK 180,000 to the Chairman of the People Committee and SEK 125,000 to each of the other members of the People Committee; and
SEK 60,000 to the members who are appointed by the Board of Directors to participate in any other committee established by the Board of Directors.
The Nomination Committee also proposes that the Auditor’s fee be paid as incurred, for the Auditor’s term of office, on approved account.
Item 13 – Election of the Board of Directors and Chairman of the Board
The Nomination Committee proposes:
Re–election of Directors Staffan Bohman, Petra Hedengran, Henrik Henriksson, Ulla Litzén, Karin Overbeck, Fredrik Persson, David Porter and Jonas Samuelson.
Re–election of Staffan Bohman as Chairman of the Board of Directors.
Item 14 – Election of Auditor
The Nomination Committee proposes, in accordance with the recommendation by the Audit Committee, re-election of the audit firm PricewaterhouseCoopers AB as the company’s auditor for the period until the end of the 2024 Annual General Meeting.
Item 16 – 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 2021
Electrolux has previously, on the basis of authorizations by the Annual General Meetings, acquired own shares for the purpose of using these shares to finance potential company acquisitions, as a hedge for the company’s share related incentive programs as well as to be able to adapt the company’s capital structure, thereby contributing to increased shareholder value.
The Board of Directors makes the assessment that it continues to be advantageous for the company to be able to continue to use repurchased shares on account of potential company acquisitions, the company’s share related incentive programs as well as to adapt the company’s capital structure, thereby contributing to increased shareholder value. Even though the Board of Directors currently has no intention to exercise an authorization to acquire additional own shares, the Board of Directors proposes the authorization is to be renewed as an authorization is valid until the following Annual General Meeting. The Board of Directors would then be able to decide to repurchase own shares, if the conditions are appropriate and the Board of Directors were to find it would be in the best interests of the company and the shareholders.
In view of the above, the Board of Directors proposes as follows.
16 a) Acquisition of own shares
The Board of Directors proposes the Annual General Meeting to authorize the Board of Directors, for the period until the next Annual General Meeting on one or several occasions, to resolve on acquisitions of shares in the company as follows.
The purpose of the proposal is to be able to use repurchased shares on account of potential company acquisitions, the company’s share related incentive programs as well as to be able to adapt the company’s capital structure, thereby contributing to increased shareholder value.
The Board of Directors has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.
16 b) Transfer of own shares on account of company acquisitions
The Board of Directors proposes the Annual General Meeting to authorize the Board of Directors, for the period until the next Annual General Meeting on one or several occasions, to resolve on transfers of the company’s own shares in connection with or as a consequence of company acquisitions as follows.
16 c) Transfer of own shares on account of the share program for 2021
The Board of Directors proposes, on account of the share program for 2021, that the Annual General Meeting resolves that the company shall be entitled, for the period until the next Annual General Meeting on one or several occasions, to transfer a maximum of 1,544,925 shares of series B in the company for the purpose of covering costs, including social security charges, that may arise as a result of the aforementioned program. Such transfers may take place on Nasdaq Stockholm at a price within the prevailing price interval from time to time.
Majority requirement
In order for the resolutions by the General Meeting in accordance with the Board of Directors’ proposals under items 16 a), b), and c) above to be valid, the resolutions must be accepted by shareholders holding no less than two thirds of the votes cast as well as the shares represented at the General Meeting.
Item 17 – Resolutions on a) implementation of a performance based, long-term share program for 2023, and b) transfer of own shares to the participants in the long-term share program for 2023
Background
The Board of Directors has decided to propose a long-term incentive program for 2023 (the “Share Program 2023”). The Board is convinced that the proposed program will be beneficial to the company’s shareholders as it will contribute to the possibilities to recruit and retain competent employees, is expected to increase the commitment and the motivation of the program participants and will strengthen the participants’ ties to the Electrolux Group and its shareholders.
Proposals of the Board of Directors
The Board of Directors proposes that the Annual General Meeting resolves a) to implement Share Program 2023, and b) to transfer own shares, free of consideration, to the participants in Share Program 2023.
17 a) Implementation of Share Program 2023
The Board of Directors proposes, in view of the above, that the Annual General Meeting resolves to implement Share Program 2023 with the following principal terms and conditions:
a. The program is proposed to include up to 900 senior managers and key employees of the Electrolux Group, who are divided into seven groups; the President and CEO (“Group 1”), other members of Group Management (“Group 2”), and five additional groups for other senior managers and key employees (“Group 3-7”). Invitation to participate in the program shall be provided by Electrolux no later than on May 16, 2023.
(CONTINUA)