(Información remitida por la empresa firmante)
STOCKHOLM, March 22, 2023 /PRNewswire/ — The shareholders of ASSA ABLOY AB (Reg. No. 556059-3575) are hereby invited to attend the Annual General Meeting to be held on Wednesday 26 April 2023 at 3.30 p.m., at Stockholm Waterfront Congress Centre, Nils Ericsons Plan 4, Stockholm, Sweden.
The doors will open at 2.30 p.m.
Right to participate and notification
Shareholders who wish to attend the Annual General Meeting must:
be recorded in the share register kept by Euroclear Sweden AB on Tuesday 18 April 2023, and
give notice of their participation to ASSA ABLOY AB no later than Thursday 20 April 2023. Notice of participation shall be given on the company’s website assaabloy.com/general-meeting, by telephone +46 8-402 90 71 or in writing by mail to ASSA ABLOY AB, “2023 Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.
The notification must state name, personal or corporate identification number, address, telephone number and names of any assistants attending.
Proxy
If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be enclosed to the notification and be presented in original at the latest at the Annual General Meeting. Proxy form is available upon request and on the company’s website assaabloy.com/general-meeting. If the proxy is issued by a legal entity, a certificate of incorporation or equivalent authorization document must be enclosed.
Nominee registered shares
Shareholders whose shares are nominee registered through a bank or other nominee must, in addition to giving notice of participation, request that their shares be temporarily registered in their own name in the share register kept by Euroclear Sweden AB (so called voting right registration) in order to be entitled to participate in the Annual General Meeting. The shareholders’ register for the General Meeting as of the record date Tuesday 18 April 2023 will take into account voting right registrations completed no later than Thursday 20 April 2023. Shareholders concerned must, in accordance with each nominee’s routines, request that the nominee makes such voting right registration well in advance of that date.
Agenda
1. Opening of the Annual General Meeting.
2. Election of Chairman of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of two persons to check the Annual General Meeting minutes.
6. Determination of whether the Annual General Meeting has been duly convened.
7. Speech by the President and CEO, Mr. Nico Delvaux.
8. Presentation of:
a) the Annual Report and the Auditor’s Report as well as the Consolidated Accounts and the Auditor’s Report for the Group,
b) the Auditor’s statement regarding whether the guidelines for remuneration to senior executives have been complied with, and
c) the Board of Directors proposal regarding distribution of profits and motivated statement.
9. Resolutions regarding:
a) adoption of the Statement of Income and the Balance Sheet as well as the Consolidated Statement of Income and the Consolidated Balance Sheet,
b) dispositions of the company’s profit according to the adopted Balance Sheet, and
c) discharge from liability of the members of the Board of Directors and the CEO.
10. Determination of the number of members of the Board of Directors.
11. Determination of:
a) fees to the Board of Directors,
b) fees to the Auditor.
12. Election of Board of Directors, Chairman of the Board of Directors and Vice Chairman of the Board of Directors.
13. Election of Auditor.
14. Resolution regarding instructions for appointment of Nomination Committee and the Nomination Committee’s assignment.
15. Resolution on approval of remuneration report.
16. Resolution regarding authorization to repurchase and transfer Series B shares in the company.
17. Resolution regarding long-term incentive program.
18. Closing of the Annual General Meeting.
Item 2 – Election of Chairman of the Annual General Meeting
The Nomination Committee, since 23 December 2022, consisting of Chairman Anders Mörck (Investment AB Latour) and Mikael Ekdahl (Melker Schörling AB), proposes that Lars Renström is elected Chairman of the Annual General Meeting.
Item 9 b) – Disposition of the company’s profit according to the adopted Balance Sheet
The Board of Directors proposes a dividend of SEK 4.80 per share. The dividend is proposed to be paid in two equal installments, the first with the record date Friday 28 April 2023 and the second with the record date Monday 13 November 2023. If the proposal is adopted by the Annual General Meeting, the first installment is estimated to be paid on Thursday 4 May 2023 and the second installment on Thursday 16 November 2023.
The Board of Directors has presented a motivated statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act, the statement is available at the company and on the company’s website assaabloy.com/general-meeting.
Items 10–13 – Determination of the number of members of the Board of Directors, determination of fees to the Board of Directors and the Auditor as well as election of Board of Directors, Chairman of the Board of Directors, Vice Chairman of the Board of Directors and Auditor
The Nomination Committee proposes that the Annual General Meeting resolves as follows.
— The number of members of the Board of Directors shall be eight.
— The Nomination Committee has in its work regarding Board fees compared the fees to the Board of Directors with Board fees among comparable companies in Sweden and internationally. Based on this and the fact that the Board of Directors is proposed to be reduced and include one less member, an increase of the fee for each respective member of the Board, but a decrease of the total fee to the Board of Directors is proposed, meaning that the fees shall amount to a total of SEK 9,455,000 (remuneration for committee work not included) which shall be distributed among the members of the Board of Directors as follows; SEK 3,000,000 to the Chairman, SEK 1,115,000 to the Vice Chairman and SEK 890,000 to each of the other members of the Board of Directors elected by the Annual General Meeting. As remuneration for the committee work, the Chairman of the Audit Committee is to receive SEK 352,000, the Chairman of the Remuneration Committee SEK 165,000, members of the Audit Committee (the Chairman excluded) SEK 243,000 each, and member of the Remuneration Committee (the Chairman excluded) SEK 82,000.
— Fees to the Auditor according to contract.
— Re-election of Carl Douglas, Erik Ekudden, Johan Hjertonsson, Sofia Schörling Högberg, Lena Olving, Joakim Weidemanis and Susanne Pahlén Åklundh as members of the Board of Directors. Lars Renström and Eva Karlsson have declined re-election.
— Election of Victoria Van Camp as new member of the Board of Directors.
— Election of Johan Hjertonsson as new Chairman of the Board of Directors and re-election of Carl Douglas as Vice Chairman.
— Re-election of the registered audit firm Ernst & Young AB as Auditor for the time period until the end of the 2024 Annual General Meeting, in accordance with the Audit Committee’s recommendation. Ernst & Young AB has notified that, provided that the Nomination Committee’s proposal is adopted by the Annual General Meeting, authorized public accountant Hamish Mabon will remain appointed as auditor in charge.
(CONTINUA)