Annual General Meeting
For the right to participate at the Annual General Meeting, shareholders must be recorded in the shareholders' register kept by
Agenda
1. Opening of the Annual General Meeting
2. Election of a Chairman for the Annual General Meeting
3. Drawing up and approval of the voting list
4. Approval of agenda
5. Election of persons to verify the minutes
6. Consideration of whether the Annual General Meeting has been duly convened
7. Presentation of annual report and audit report as well as consolidated accounts and audit report for the Group
8. Address by the President
9. Matter of adoption of the income statement and balance sheet and consolidated income statement and consolidated balance sheet for the Group
10. Resolution regarding distribution of profits
11. Matter of discharge of the Board members and the President from liability
12. Determination of number of Board members and deputy members
13. Determination of fee for the Board members
14. Election of Board members and deputy Board members
14.1 Hans Stråberg
14.2
14.3
14.4
14.5
14.6
14.7
14.8 Håkan Buskhe
14.9
15. Election of Chairman of the Board of Directors
16. The Board of Directors' proposal for a resolution on principles of remuneration for Group Management
17. The Board of Directors' proposal for a resolution on
18. Resolution regarding Nomination Committee
Proposal under item 10
The Board of Directors proposes a dividend of
Proposals under items 2, 12, 13, 14 and 15
The Nomination Committee formed according to a resolution of the Annual General Meeting 2019 to represent all shareholders of the company consists of, besides the Chairman of the Board of Directors, representatives of FAM, Alecta, AFA Försäkring and
· that
· that the Board of Directors shall consist of nine members and no deputy members;
· 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:
1.
a. a firm allotment of
·
b. an allotment for committee work to be distributed with
· re-election of the Board members Hans Stråberg,
· Hans Stråberg is proposed to be the Chairman of the Board of Directors.
Håkan Buskhe is the CEO of
A presentation of the proposed Board can be found at the company's website www.skf.com.
Proposal under item 16
The Board of Directors has decided to submit the following principles of remuneration for
Group Management is defined as the President and the other members of the management team.
The Board of Directors' proposal is that the remuneration of Group Management members shall be based on market competitive conditions and at the same time support the shareholders' best interests. The total remuneration package for a Group Management member shall consist of fixed salary, variable salary, pension benefits, conditions for notice of termination and severance pay, and other benefits such as a company car. The objective of the principles of remuneration is to ensure that the
The fixed salary shall be at a market competitive level. Competence, responsibility, experience and performance shall be taken into account when the fixed salary is established.
The variable salary shall run according to a performance-based programme. The programme shall have predetermined and measurable criteria, including both financial and non-financial targets. The criteria shall primarily be based on the annual financial performance of the
A Group Management member may terminate his/her employment by giving six months' notice. In the event of termination of employment at the request of the company, employment shall according to the agreement cease immediately. A severance payment related to the number of years' service shall, however, in this case be paid out, provided that it shall always be maximized to two years' fixed salary.
The principles of remuneration for Group Management shall be presented by the Remuneration Committee to the Board of Directors that, at least every fourth year, shall submit a proposal for such principles to the Annual General Meeting for approval. The principles of remuneration shall be valid until new principles have been adopted by the Annual General Meeting.
The Board of Directors also proposes that the Annual General Meeting resolves to authorize the Board of Directors to derogate from the principles of remuneration decided by the Annual General Meeting, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability.
Proposal under item 17
The main contents of the Board of Directors' proposal are stated below. The complete proposal is available at the company and at the company's website, www.skf.com.
Background
At the Annual General Meeting in 2008 the
The Board proposes, in order to continue to link the long-term interests of the participants and the shareholders, that a decision be taken at the Annual General Meeting 2020 on
The programme is proposed to cover not more than 225 senior managers and key employees in the
Under the programme, not more than in total 1,000,000 SKF B shares may be allotted to not more than 225 senior managers and key employees in the Group. The number of shares that may be allotted must be related to the degree of achievement of the Total Value Added (TVA) target level, as defined by the Board, for the
The allocation of shares is based on the level of
Provided that the
CEO and President - 30,000 shares
Other members of Group Management - 13,000 shares
Managers of large business units and similar - 4,500 shares
Other senior managers - 3,000 shares
Other key persons - 1,250 shares
If the
Allotment of shares requires that the persons covered by the programme are employed in the
Before the number of shares to be allotted is finally determined, the Board shall examine whether the allotment is reasonable considering
The Board is furthermore entitled to introduce an alternative incentive solution for employees in countries where participation in
The company has 455,351,068 shares in issue as per
Assuming maximum allocation under the Performance Share Programme 2020 and a share price of
The Board does not propose for the time being to take any action to hedge
Proposal under item 18
The Nomination Committee has informed the company that it proposes to the Annual General Meeting to resolve the following until a new resolution has been adopted by the Annual General Meeting:
1. that the company shall have a Nomination Committee formed by one representative of each one of the four major shareholders with regard to the number of votes held as well as the Chairman of the Board of Directors. When constituting the Nomination Committee, the shareholdings on the last banking day in August each year will determine which shareholders are the largest with regard to the number of votes held. These, with regard to the number of votes, largest shareholders shall each year be contacted by the company to nominate its representatives. The names of the four shareholder representatives will be published as soon as they have been elected, however not later than six months before the next Annual General Meeting. The Nomination Committee shall remain in office until a new Nomination Committee has been appointed;
2. in the event that the shareholder the member represents would no longer be one of the four major shareholders with regard to the number of votes held, during the term of office of the Nomination Committee, such member, if the Nomination Committee so deems appropriate, may resign and a representative of the shareholder next in turn size-wise with regard to the number of votes held be offered the opportunity of being elected in his/her place;
and in the event that a shareholder representative no longer represents the shareholder, the shareholder is asked to elect a new representative to become a member of the Nomination Committee;
3. that the Nomination Committee, if the Nomination Committee so deems appropriate, may offer the fifth largest shareholder to elect a member of the Nomination Committee and thereby increase the Nomination Committee by one additional shareholder representative during the term of office of the Nomination Committee;
4. that the Nomination Committee, during the term of office of the Nomination Committee, is to furnish proposals on the following matters to be presented to, and resolved by, the Annual General Meeting:
a. proposal for Chairman of the Annual General Meeting
b. proposal for Board of Directors
c. proposal for Chairman of the Board of Directors
d. proposal for fee to the Board of Directors
e. proposal for fee to the auditor (when applicable)
f. proposal for auditor (when applicable)
g. to the extent deemed necessary, proposal for new instructions for the Nomination Committee; and
5. that the Nomination Committee, when performing its duties, will fulfil the tasks that rest upon the Nomination Committee under the Swedish Code of Corporate Governance, among other things to supply the company with certain information in order to enable the company to fulfil its information obligation under the code.
_______________
Number of shares and votes, and documentation
When this notice is issued, the total number of shares in the company are 455,351,068, represented by 32,460,528 series A shares and 422,890,540 series B shares, with a total number of votes of 74,749,582. The company holds no own shares.
The Board of Directors' complete proposal according to item 16 and 17 of the agenda and the Nomination Committee's reasoned statement are available at the company and at the company's website, www.skf.com, and will be sent to shareholders who request this and state their address.
Information at the Annual General Meeting, etc.
The Board of Directors and the President shall, upon request by any shareholder and where the Board of Directors believes that it may take place without significant harm to the company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda, any circumstances which may affect the assessment of the company's or a subsidiary's financial position and the company's relationship to other group companies. Anyone who wishes to dispatch questions in advance may do so to AB SKF, Att. General Counsel, SE-415 50
Proxy forms will be available at the company's website, www.skf.com, and may also be requested by letter to
(publ)
The Board of Directors
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Processing of Personal Data
Personal data related to a shareholder which is gathered from the shareholders' register, notification on participation in the Annual General Meeting and information about advisors that are to participate or any other information that is otherwise given as set out above, will be processed mainly to register the shareholder, form part of the voting list at the Annual General Meeting and if necessary, the minutes from the Annual General Meeting. The personal data is processed in accordance with the Regulation (EU) 2016/679 of the
For further information, please contact:
PRESS:
tel: 46 31 337 6576, mobile: 46 725-776576, e-mail: theo.kjellberg@skf.com
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