Annual General Meeting in Alfa Laval AB (publ)
The shareholders in Alfa Laval AB (publ) (Registration number 556587-8054 and registered office in Lund) are given notice to the Annual General Meeting on Thursday, April 25, 2024
LUND, Sweden, March 20, 2024 /PRNewswire/ -- The Annual General Meeting of Alfa Laval AB will be held on Thursday, April 25, 2024, at 4.00 p.m. CET at Stadshallen, Stortorget 9, Lund, Sweden. Registration starts at 3.30 p.m. Coffee will be served at the venue from 3.00 p.m.
The company's CEO presentation will be published on Alfa Laval's website https://www.alfalaval.com/investors/ after the general meeting.
Right to participate in the Annual General Meeting and notice of participation
A shareholder who wishes to participate in the Annual General Meeting must
be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on April 17, 2024, and
notice participation as follows below.
A shareholder who wishes to participate in the Annual General Meeting by advance voting must notify its intention to participate in the general meeting by casting its advance vote in accordance with the instructions under the heading Advance Voting below, so that the advance vote is received by Euroclear Sweden AB no later than April 19, 2024.
A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy, must notify participation at the latest April 19, 2024, to Euroclear Sweden AB. Notification of participation can either be made by phone to +46 8 402 91 98, Monday to Friday 9:00 a.m. to 4.00 p.m., or on the website https://anmalan.vpc.se/euroclearproxy. Please state, name, personal or corporate registration number, address, telephone number and the number of any accompanying advisor(s) (maximum two).
Nominee-registered shares
In addition to providing notification of participation as described above, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on April 17, 2024. The registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures. This means that the shareholder must notify the nominee in ample time. A voting right registration completed no later than the second banking day after April 17, 2024, is considered when preparing the register of shareholders.
Advance Voting
A special form for advance voting (postal voting) must be used. The form is available on Alfa Laval's website https://www.alfalaval.com/investors/corporate-governance/annual-general-meeting/ under information about the Annual General Meeting 2024. The completed voting form can either be sent by email to GeneralMeetingService@euroclear.com or by mail to Alfa Laval AB, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. The advance vote must be received by Euroclear Sweden AB no later than April 19, 2024. A shareholder can also exercise its voting right electronically through Bank-ID verification. Further instructions can be found on https://anmalan.vpc.se/euroclearproxy. A shareholder who casts its advance vote electronically must submit the vote no later than April 19, 2024. No special instructions, conditions, or other additions may be added to the advance vote. An advance voting form containing any special instructions or conditions will make the vote invalid in its entirety. For further instructions and conditions, please see the form for advance voting.
If a shareholder votes in advance as well as notifies its participation at the venue in person, the advance vote remains valid to the extent that the shareholder does not participate in a voting during the general meeting or otherwise withdraws the submitted advance vote. If the shareholder chooses to participate in a voting during the general meeting, the cast vote will replace the previously submitted advance vote on the item in question.
For any questions regarding the advance voting or to request a voting form sent by mail, please contact Euroclear Sweden AB on telephone +46 8 402 91 98 (Monday to Friday 9.00 a.m. to 4.00 p.m.).
Proxy etc.
Shareholders who vote in advance by proxy must enclose a written and dated proxy together with the completed voting form. If the shareholder is a legal entity, a certificate of incorporation or an equivalent certificate of authority must be enclosed as well.
If a shareholder is represented by a proxy at the venue, a written and dated proxy, as well as a certificate of incorporation or an equivalent certificate of authority, should be sent by mail to Alfa Laval AB, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm well in advance of the general meeting and must otherwise be brought to the general meeting.
A proxy form is available on Alfa Laval's website https://www.alfalaval.com/investors/corporate-governance/annual-general-meeting/
Proposed agenda
1. Opening of the Annual General Meeting.
2. Election of Chairman for the general meeting.
3. Preparation and approval of the voting register.
4. Approval of the agenda for the general meeting.
5. Election of one or two persons to attest the minutes.
6. Determination whether the general meeting has been duly convened.
7. Presentation by the CEO.
8. Presentation of the annual report and the Auditor's report, as well as the consolidated annual report and the Auditor's report for the group, and the Auditor's report regarding compliance with the applicable Executive Remuneration Policy.
9. Resolution on
a. the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
b. allocation of the company's profit according to the adopted balance sheet, and record date for distribution of profits; and
c. discharge from liability for members of the Board of Directors and the CEO.
10. Presentation of the Board of Directors' remuneration report for approval.
11. Determination of the number of members and deputy members of the Board of Directors to be elected by the general meeting as well as the number of Auditors and deputy Auditors.
12. Determination of compensation to the Board of Directors and the Auditors.
13. Election of Chairman of the Board of Directors, other members and deputy members of the Board, as well as Auditors and deputy Auditors.
14. Closing of the Annual General Meeting.
Proposed resolutions
Item 2
The Nomination Committee proposes that Dennis Jönsson, Chairman of the Board of Directors, is appointed Chairman of the Annual General Meeting.
Item 9 (b)
The Board of Directors proposes a distribution of profits in an amount of SEK 7,50 per share for 2023. Record date for the right to receive dividend is proposed to be April 29, 2024. If the general meeting resolves in accordance with this proposal, Euroclear Sweden AB is expected to pay the dividend on May 3, 2024.
Item 11 -13
The Nomination Committee proposes as follows.
Item 11: The number of Board members, elected by the general meeting, is proposed to consist of nine elected members with no deputies. Both the number of Auditors and the number of deputy Auditors are proposed to be two.
Item 12: The compensation to the Board of Directors is proposed to be SEK 7 490 000 (SEK 7 150 000). The compensation is to be distributed among the members of the Board who are elected by the general meeting and not employed by the company, as follows:
| SEK 2 050 000 | |
| SEK 680 000 | |
In addition to the above proposed compensation, it is also proposed that additional compensation shall be distributed to the elected members of the Board who also hold a position in any of the Committees as follows below:
| SEK 325 000 |
| SEK 160 000 |
| SEK 80 000 |
| SEK 80 000 |
Bracketed figures refer to compensation for year 2023.
Compensation to the Auditors is proposed to be paid as per approved invoice.
Item 13: The Nomination Committee proposes re-election of the Board members Anna Müller, Dennis Jönsson, Finn Rausing, Henrik Lange, Jörn Rausing, Lilian Fossum Biner, Nadine Crauwels, Ray Mauritsson and Ulf Wiinberg.
The Nominating Committee further proposes that Dennis Jönsson is re-appointed as Chairman of the Board of Directors.
The Nominating Committee's proposals above concerns elections for the forthcoming year, thus for the time up to the end of the Annual General Meeting 2025.
Further information on the proposed Board members and the Nomination Committee's reasoned statement are available on Alfa Laval's website https://www.alfalaval.com/investors/corporate-governance/ under information regarding the Board of Directors and the Annual General Meeting 2024.
In accordance with the Remuneration Committee's recommendation, the Nomination Committee proposes that the authorized public accountant Andreas Troberg is re-elected, and that the authorized public accountant Hanna Fehland is elected as the company's Auditors for the forthcoming year, thus for the time up to the end of the Annual General Meeting 2025. The Nomination Committee further proposes that the authorized public accountants Henrik Jonzén and Andreas Mast are re-elected as the company's deputy Auditors for the forthcoming year, thus for the time up to the end of the 2025 Annual General Meeting.
Available documents
In connection with the publication of the notice for the Annual General Meeting, the Nomination Committee's proposals and its reasoned statement, will be held available on the company's website, https://www.alfalaval.com/investors/corporate-governance/annual-general-meeting/. The annual report and other basis for the resolutions will be available on the company's website, no later than April 4, 2024.
Number of shares and votes in the company
At the date of this notice, the total number of shares and votes in the company is 413 326 315. All shares are of the same class.
Information at the Annual General Meeting
The Board of Directors and the CEO shall, if any shareholder so requests and if the Board of Directors considers that this is possible without significant harm to the company, give information on circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the financial situation of the company or its subsidiaries and the company's relationship with another group company.
Processing of personal data
For information regarding the company's processing of personal data and shareholders rights, please see the Privacy Policy at: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf or contact the company at the following email address: dataprivacy@alfalaval.com.
__________________________
Lund, March 2024
ALFA LAVAL AB (publ)
The Board of Directors
MEDIA CONTACT:
Beata Ardhe
+46 709 36 65 26
beata.ardhe@alfalaval.com
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The following files are available for download:
Notice to attend AGM 2024 in Alfa Laval AB (publ) |
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SOURCE Alfa Laval
