Due to the contagious Covid-19 and the authorities' regulations/guidance on avoiding gatherings of people, the Board of Directors has decided that the general meeting should be held without physical presence by inviting the shareholders to exercise their voting rights only by postal voting. There will be no meeting with a possibility to attend physically or by proxy; hence, the meeting will be held without physical presence.
Information on the resolutions adopted by the general meeting will be published on
An address from the Chairman of the Board, the President and the incoming President will be available at the company's website, www.skf.com, latest by
Preconditions for participation
For the right to participate at the Annual General Meeting, shareholders must be recorded in the shareholders' register kept by
Shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance, so-called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for postal voting. The form is available on www.skf.com. The postal voting form is considered as the notification of participation.
The completed 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.
The shareholders may request in the voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such general meeting shall take place if the Annual General Meeting so resolves or if shareholders with at least one tenth of all shares in the company so requests.
For questions about the meeting or to have the postal voting form sent by post, please contact
1. Opening of the Annual General Meeting
2. Election of a Chairman for the Annual General Meeting
3. Election of persons to verify the minutes
4. Drawing up and approval of the voting list
5. Approval of agenda
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. Matter of adoption of the income statement and balance sheet and consolidated income statement and consolidated balance sheet for the Group
9. Resolution regarding distribution of profits
10. Matter of discharge of the Board members and the President from liability
11. Determination of number of Board members and deputy members
12. Determination of fee for the Board members
13. Election of Board members and deputy Board members
The Nomination Committee's proposal for Board members:
13.1 Hans Stråberg
13.6 Håkan Buskhe
14. Election of Chairman of the Board of Directors
15. Determination of number of auditors and deputy auditors
16. Determination of the fee for the auditors
17. Election of auditors and deputy auditors
18. The Board of Director's proposal concerning amendment of the Articles of Association
19. The Board of Directors' remuneration report
20. The Board of Directors' proposal for a resolution on
Proposal under item 3
Proposal under item 4
The voting list proposed for approval under point 4 on the agenda, is the voting list drawn up by
Proposal under item 9
The Board of Directors proposes a dividend of
Proposals under items 2, 11, 12, 13, 14, 15, 16 and 17
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 Chairman of the Board of Directors, representatives of FAM,
- Item 2 - that
Sven Unger, or if he is prevented, the person or persons instead appointed by the Nomination Committee, is elected Chairman of the Annual General Meeting;
- Item 11 - that the Board of Directors shall consist of eight members and no deputy members;
- Item 12 - 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 2,300,000to the Chairman of the Board of Directors and SEK 750,000to each of the other Board members; and
- an allotment of
SEK 260,000to the Chairman of the Audit Committee, with SEK 190,000to each of the other members of the Audit Committee, with SEK 150,000to the Chairman of the Remuneration Committee and with SEK 120,000to each of the other members of the Remuneration Committee;
- Item 13 - re-election of the Board members Hans Stråberg,
Hock Goh, Barb Samardzich, Colleen Repplier, Geert Follens, Håkan Buskhe and Susanna Schneeberger. It is proposed that Rickard Gustafsonis to be newly elected. Rickard Gustafsonwill succeed Alrik Danielsonas President and CEO of SKFduring the first half of 2021. He is currently the President and CEO of the SAS Groupand his previous senior positions include CEO of the insurance company Codan/ Trygg Hansaand several positions within General Electric.
A presentation of the proposed Board can be found at the company's website www.skf.com.
Ronnie Letenhas declined re-election at the Annual General Meeting 2021 due to lack of time.
- Item 14 - that Hans Stråberg is proposed to be the Chairman of the Board of Directors.
- Item 15 - that one auditor without deputy auditor shall be appointed;
- Item 16 - that the auditor is paid for work performed according to approved invoice; and
- Item 17 - that, in accordance with the Audit Committee's recommendation, the registered firm of auditors
Deloitte ABis elected as auditor for a period of four years until the close of the Annual General Meeting 2025.
Proposal under item 18
The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association. A new section is proposed to be inserted in the Articles of Association allowing the Board to collect proxies in accordance with the procedure described in Chapter 7, Section 4 of the Companies Act and allowing the Board to decide that shareholders shall have the right to provide their votes in advance before a General Meeting in accordance with Chapter 7, Section 4a of the Companies Act. Further, a number of editorial amendments are proposed to reflect changes in legislation. All proposed amendments are stated in the updated Articles of Association which is available on the company's website among the
Proposal under item 19
The Board of Directors has prepared a Remuneration report which is proposed to be approved by the Annual General Meeting. The Remuneration report is available on the company's website among the
Proposal under item 20
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, that a decision be taken at the Annual General Meeting 2021 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
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 2021 and a share price of
The Board does not propose for the time being to take any action to hedge
Special majority requirement
The resolution of the Annual General Meeting under item 18 on the agenda will be valid only if it is supported by shareholders holding at least two thirds of the votes cast as well as the number of shares represented at the Meeting.
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 31,371,055 series A shares and 423,980,013 series B shares, with a total number of votes of 73,769,056.3. The company holds no own shares.
The annual report, the audit report, statements of the Board of Directors and the auditor, the Board of Directors' complete proposal according to item 18, 19 and 20 of the agenda and 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. A request for such information shall be made in writing no later than ten days before the meeting, i.e. latest by
Proxy forms will be available at the company's website, www.skf.com, and may also be requested by letter to
The Board of Directors
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:
tel: 46 31 337 6576, mobile: 46 725-776576, e-mail: firstname.lastname@example.org
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