Shareholders who wish to participate at the Annual General Meeting must be recorded as a shareholder in AB Volvo’s share register on March 26, 2015 and must also give notice of their intention to participate at the Meeting to AB Volvo no later than March 26, 2015.
Notice of intention to participate at the Meeting may be given from March 2, 2015 by telephone to +46 8 402 90 76, or by mail addressed to AB Volvo (publ), “AGM”, P O Box 7841, SE-103 98 Stockholm, Sweden, or directly on AB Volvo’s website: www.volvogroup.com. Please note that notice of intention to participate could be given per telephone no later than 4.00 p.m. on March 26, 2015.
Media wishing to participate at the Meeting can notify their intention to Media Relations, AB Volvo, at +46 31 323 72 29.
The notice to attend the Annual General Meeting follows below.
Translation of Swedish original
ANNUAL GENERAL MEETING OF AB VOLVO (publ)
AB Volvo (publ) hereby gives notice to attend the Annual General Meeting at Konserthuset, Götaplatsen, Göteborg, Wednesday, April 1, 2015, at 3.00 p.m. Registration to the Annual General Meeting starts at 1.30 p.m.
Point 2: The Election Committee proposes Sven Unger, Attorney at law, to be the Chairman of the Meeting.
Point 10: The Board of Directors proposes payment of a dividend of SEK 3.00 per share. Tuesday, April 7, 2015, is proposed as the record date to receive the dividend. If the Annual General Meeting resolves in accordance with the proposal, payment of the dividend is expected to be performed through Euroclear Sweden AB on Friday, April 10, 2015.
Point 12: The Election Committee proposes ten members and no deputy members.
Point 13: The Election Committee proposes that the Board remuneration remains unchanged, meaning that the Chairman of the Board is awarded SEK 3,250,000 and each of the other Board members elected by the Annual General Meeting SEK 950,000 with the exception of the President. Furthermore, the Election Committee proposes that the remuneration for Board Committee work remains unchanged, meaning that the Chairman of the Audit Committee is awarded SEK 300,000 and the other members of the Audit Committee SEK 150,000 each and that the Chairman of the Remuneration Committee is awarded SEK 125,000 and the other members of the Remuneration Committee SEK 100,000 each.
Point 14: Jean-Baptiste Duzan will not stand for re-election. The Election Committee proposes re-election of Matti Alahuhta, James W. Griffith, Kathryn V. Marinello, Hanne de Mora, Anders Nyrén, Olof Persson, Carl-Henric Svanberg and Lars Westerberg. The Election Committee proposes new election of Martina Merz and Eckhard Cordes. The Election Committee further proposes re-election of Carl-Henric Svanberg as Chairman of the Board. A presentation of the candidates proposed by the Election Committee is available on AB Volvo’s website; www.volvokoncernen.se or www.volvogroup.com.
Point 15: The Election Committee proposes that Carl-Olof By, representing AB Industrivärden, Lars Förberg, representing Cevian Capital, Yngve Slyngstad, representing Norges Bank Investment Management, Håkan Sandberg, representing Svenska Handelsbanken, SHB Pension Fund, SHB Employee Fund, SHB Pensionskassa and Oktogonen, and the Chairman of the Board of Directors are elected members of the Election Committee and that no fees are paid to the members of the Election Committee.
Point 16: The Board of Directors proposes that the Annual General Meeting resolves to adopt the following Remuneration Policy for senior executives.
This Policy concerns the remuneration and other terms of employment for the Volvo Group Executive Team. The members of the Volvo Group Executive Team, including the President and any possible Deputy President, are in the following referred to as the “Executives”.
This Policy will be valid for employment agreements entered into after the approval of the Policy by the Annual General Meeting and for changes made to existing employment agreements thereafter.
1 Guiding principles for remuneration and other terms of employment
The guiding principle is that the remuneration and the other terms of employment for the Executives shall be competitive in order to ensure that the Volvo Group can attract and retain competent Executives.
The Annual Report 2014 sets out details on the total remuneration and benefits awarded to the Executives during 2014.
2 The principles for fixed salaries
The Executive’s fixed salary shall be competitive and based on the individual Executive’s responsibilities and performance.
3 The principal terms of variable salary and incentive schemes, including the relation between fixed and variable components of the remuneration and the linkage between performance and remuneration
The Executives may receive variable salaries in addition to fixed salaries. The variable salary may, as regards the President, amount to a maximum of 75% of the fixed annual salary and, as regards the other Executives, a maximum of 60% of the fixed annual salary.
The variable salary may be based on inter alia the performance of the entire Volvo Group or the performance of a certain part of the Group where the Executive is employed. The performance will be related to the fulfilment of various improvement targets or the attainment of certain financial objectives. Such targets will be set by the Board and may relate to inter alia operating income, operating margin or cash flow. The Board may under certain conditions decide to reclaim variable salary already paid or to cancel or limit variable salary to be paid to the Executives.
The Annual General Meeting 2014 decided to adopt a share-based incentive program for senior executives in the Volvo Group relating to the financial years 2014, 2015 and 2016.
4 The principal terms of non-monetary benefits, pension, notice of termination and severance pay
4.1 Non-monetary benefits
The Executives will be entitled to customary non-monetary benefits such as company cars and company health care. In addition thereto in individual cases company housing and other benefits may also be offered.
In addition to pension benefits which the Executives are entitled to according to law and collective bargaining agreements, Executives resident in Sweden may be offered two different defined-contribution plans with annual premiums. For the first plan the annual premiums amount to SEK 30,000 plus 20% of the pensionable salary over 30 income base amounts and for the second plan the annual premiums amount to 10% of pensionable salary. In the two defined-contribution plans, the pension earned will correspond to the sum of paid-in premiums and possible return without any guaranteed level of pension received by the employee. Further no definite retirement date is set in the two plans but premiums will be paid for the employee until his or her 65th birthday.
Executives resident outside Sweden or resident in Sweden but having a material connection to or having been resident in a country other than Sweden may be offered pension benefits that are competitive in the country where the Executives are or have been resident or to which the Executives have a material connection, preferably defined-contribution plans.
4.3 Notice of termination and severance pay
For Executives resident in Sweden, the termination period from the Company will be 12 months and 6 months from the Executive. In addition thereto, the Executive, provided that termination has been made by the Company, will be entitled to 12 months’ severance pay.
Executives resident outside Sweden or resident in Sweden but having a material connection to or having been resident in a country other than Sweden may be offered notice periods for termination and severance payment that are competitive in the country where the Executives are or have been resident or to which the Executives have a material connection, preferably solutions comparable to the solutions applied to Executives resident in Sweden.
5 The Board’s preparation and decision-making on issues concerning remuneration and other terms of employment for the Volvo Group Executive Team
The Remuneration Committee is responsible for (i) preparing the Board’s decisions on issues concerning principles for remuneration, remunerations and other terms of employment for Executives, (ii) monitoring and evaluating programs for variable remuneration, both ongoing and those that have ended during the year, for Executives, (iii) monitoring and evaluating the application of this Policy, and (iv) monitoring and evaluating current remuneration structures and levels in the Company.
The Remuneration Committee prepares and the Board decides on (i) terms of employment and remuneration of the President and the Deputy President, if any, and (ii) principles for remuneration (incl. pension and severance pay) for the Executives. The Remuneration Committee shall approve proposals on remuneration of the members of the Volvo Group Executive Team.
The Remuneration Committee is further responsible for the review and recommendation to the Board of share and share price related incentive programs to be decided upon by the Annual General Meeting.
6 Authority to decide on deviations from this Policy
The Board of Directors may deviate from this Policy if there are specific reasons to do so in an individual case.
The Annual Report, the Auditor’s Report and the Auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act will be available at www.volvogroup.com and www.volvokoncernen.se, and at AB Volvo’s Headquarters, Amazonvägen, Torslanda, Göteborg, from March 11, 2015 at the latest.
The documents will be sent on request to such shareholders who provide their address from the date they become available. The documents will also be available at the Annual General Meeting.
The number of shares and votes
When this notice to attend the Annual General Meeting was issued, the total number of shares in the Company was 2,128,420,220, distributed among 513,114,267 series A shares (1 vote per series A share), and 1,615,305,953 series B shares (1/10 vote per series B share). The total number of votes was 674,644,862.3. The Company’s holding of own shares amounted to 98,478,930, distributed among 20,728,135 series A shares and 77,750,795 series B shares, corresponding to 28,503,214.5 votes. The Company may not vote using its treasury shares.
Information at the Annual General Meeting
Upon request by any shareholder and where the Board of Directors believes that such may take place without significant harm to the Company, the Board of Directors and the President should provide information at the Annual General Meeting in respect of any circumstances which may affect the assessment of a matter on the agenda, and any circumstances which may affect the assessment of the Company’s or a subsidiary’s financial position and as regards the Company’s relationship to other group companies.
Right to participate in the Annual General Meeting
Participation in AB Volvo’s Annual General Meeting is limited to those who are recorded as shareholders in the share register maintained by Euroclear Sweden AB on March 26, 2015 and who give notice of their intention to participate in the Annual General Meeting to AB Volvo no later than March 26, 2015.
Shares registered in the name of a nominee
To be entitled to participate in the Annual General Meeting, shareholders having their shares registered in the name of a nominee must request the nominee to enter the shareholder into the share register. Such registration, which can be temporary, must have been effected by March 26, 2015 and should therefore be requested well in advance of March 26, 2015. Nominees normally charge a fee for this.
Notice of intention to participate in the Annual General Meeting can be given from March 2, 2015:
Shareholders who wish to participate in the Annual General Meeting must submit notice prior to expiration of the notice period on March 26, 2015. If you wish to be accompanied by an assistant, notification to this effect must be provided as specified above. Please note that notice of intention to participate could be given per telephone no later than 4.00 p.m. on March 26, 2015.
Shareholders who are represented by proxy must issue a written, dated proxy for the representative. Such proxy forms are available at www.volvogroup.com or www.volvokoncernen.se. The proxy, in its original, should be sent to the Company at the above address in good time prior to the Annual General Meeting. The proxy may not be older than one year unless it states that it is valid for a longer period of time, although the validity of the proxy may not exceed five years. If the proxy is issued by a legal entity, a certified copy of the registration certificate or an equivalent certificate of authority must be submitted to the company. Note that shareholders who are represented by proxy must notify the Company of their participation according to the above instructions and be registered as shareholders in the share register on March 26, 2015.
The main entrance of Konserthuset opens at 1.30 p.m. A light meal will be served in the foyer before the Annual General Meeting.
Göteborg, February 2015
AB Volvo (publ)
The Board of Directors