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
- 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 as per Monday, 18 March 2024, 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 Wednesday,20 March 2024 .
- 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 Monday, 18 March 2024, and -
must notify its intention to participate to the company at the latest Wednesday,
20 March 2024 - via the company's website www.skf.com, or
- by phone +46 31 337 25 50 (weekdays between 09.00 and 16.00), or
- via e-mail to proxy@computershare.se (use "AGM 2024 of AB SKF" as subject), or
-
by letter to
Computershare AB , "AGM 2024 of AB SKF", Box 5267, SE-102 46Stockholm, Sweden .
When notifying the company, preferably in writing, 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 shareholder's register as per Monday,
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 or by e-mail to proxy@computershare.se 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 the company's website, www.skf.com.
The completed and signed voting form must be received by
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
Agenda
- Opening of the Annual General Meeting
- Election of a Chair for the Annual General Meeting
- Drawing up and approval of the voting list
- Approval of agenda
- Election of persons to verify the minutes
- Consideration of whether the Annual General Meeting has been duly convened
- Presentation of annual report and audit report as well as consolidated accounts and audit report for the Group
- Address by the President
- Matter of adoption of the income statement and balance sheet and consolidated income statement and consolidated balance sheet for the Group
- Resolution regarding distribution of profits and record date
- Matter of discharge of the Board members and the President from liability
- Determination of number of Board members and deputy members
- Determination of remuneration to the Board members
- Election of Board members and deputy Board members
The Nomination Committee's proposal for Board members:
14.1 Hans Stråberg
14.2
14.3
14.4 Håkan Buskhe
14.5
14.6
14.7
14.8
14.9
14.10 Niko Pakalén
- Election of Chair of the Board of Directors
- Presentation and approval of the Board of Directors' remuneration report
-
The Board of Directors' proposal for a resolution on
SKF's Performance Share Programme 2024
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 2020 to represent all shareholders of the company consists of, besides the Chair of the Board of Directors, members elected by FAM,
- 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:
-
An allotment of
SEK 2,750,000 to the Chair of the Board of Directors,SEK 1,375,000 to the Vice Chair of the Board of Directors andSEK 900,000 to each of the other Board members; and
-
An allotment of
-
an allotment of
SEK 350,000 to the Chair of the Audit Committee, withSEK 250,000 to each of the other members of the Audit Committee, withSEK 200,000 to the Chair of the Remuneration Committee, withSEK 150,000 to each of the other members of the Remuneration Committee, withSEK 200,000 to the Chair of theSustainability and Ethics Committee and withSEK 150,000 to each of the other members of theSustainability and Ethics Committee ;
-
an allotment of
-
Item 14 - that Hans Stråberg,
Hock Goh ,Geert Follens , Håkan Buskhe,Susanna Schneeberger ,Rickard Gustafson ,Beth Ferreira ,Therese Friberg ,Richard Nilsson and Niko Pakalén are re-elected as members of the Board of Directors.
- Item 15 - that Hans Stråberg is re-elected as the Chair of the Board of Directors.
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 prepared a Remuneration report which is presented and proposed to be approved by the Annual General Meeting. The Remuneration report is available on the company's website, www.skf.com.
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.
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, strengthening the
The programme is proposed to cover senior managers and key employees in the
The allotment of shares shall be related to the level of achievement of the Total Value Added (TVA) target, as defined by the Board, and
Over the three-year programme period (2024-2026), the
CDP Climate Change score performance measure
CDP is a global non-profit organization known for its assessments and scoring methodology to evaluate companies' disclosure and performance relating to climate change and environmental impact. The CDP Climate Change score is based on an extensive questionnaire requiring disclosure and performance in the following categories: Business strategy, Financial planning & scenario analysis, Emissions reduction initiatives, Energy, Governance, Opportunity disclosure, Risk disclosure, Risk management processes, Scope 1 & 2 emissions, Scope 3 emissions, Targets and Value chain engagement.
This comprehensive assessment and the resulting score is known across the investor and customer communities as a credible third-party view on companies' approaches to climate change. The score ranges from A (leadership level) to D- (disclosure level).
The overall performance achievement for the CDP Climate Change score is the weighted average of the annual performance achievement, based on the following criteria:
Performance achievement | |
A | 100% |
A- | 75% |
B | 50% |
0% |
For example, if
Provided that the performance measures of the programme are fully met, the participants of the programme may be allotted up to the following maximum number of shares per person within the various key groups:
- CEO and President -shares corresponding to a value of 75% of the fixed base salary
- Other members of Group Management - shares corresponding to 55% of the fixed base salary or 13,000 shares, whichever is higher
- Managers of large business units and similar - 4,500 shares
- Other senior managers - 3,000 shares
- Other key persons - 1,250 shares
If the total outcome of the programme exceeds the threshold level for allotment of shares but the final allotment is below 5% of the target level, payment will be made in cash instead of shares, whereupon the amount of the cash payment shall correspond to the value of the shares calculated on the basis of the closing price for
If all the conditions included in
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 when this notice is issued. In order to comply with the obligations of
Assuming maximum allocation under the Performance Share Programme 2024 and a share price of
The Board does not propose for the time being to take any action to hedge
_______________
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 29,306,933 series A shares and 426,044,135 series B shares, with a total number of votes of 71,911,346.5. The company holds no own shares.
The annual report, the audit report, the remuneration report, statements of the auditor, the Board of Directors' remuneration report and complete proposal according to item 17 of the agenda together with the Nomination Committee's reasoned statement will be available at the company's headquarters at Sven Wingquists gata 2, 415 50 Gothenburg, and at the company's website, www.skf.com, no later than from
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)
Reg. no 556007-3495
The Board of Directors
________________
Visit to
Shareholders are welcome to visit
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: Carl Bjernstam, Head of Media Relations
tel: 46 31-337 2517; mobile: 46 722-201 893; e-mail: carl.bjernstam@skf.com
INVESTOR RELATIONS:
tel: 46 31-337 2104; mobile: 46 705-472 104; patrik.stenberg@skf.com
®
https://news.cision.com/skf/r/notice-of-annual-general-meeting,c3931500
https://mb.cision.com/Main/637/3931500/2613913.pdf
(c) 2024 Cision. All rights reserved., source