Notice of Extraordinary General Meeting in ASSA ABLOY AB
The shareholders of ASSA ABLOY AB (Reg. No. 556059-3575) are hereby invited to participate in the Extraordinary General Meeting to be held on Tuesday 24 November 2020.
In the light of the Covid-19 pandemic, the Board has decided that the Extraordinary General Meeting is to be held only through advance voting (postal voting) in accordance with temporary legislation. This means that the Meeting will be conducted without the physical presence of shareholders, representatives or external parties and that shareholders will only be able to exercise their voting rights by postal voting in advance of the Meeting in the manner described below.
Notice of participation
Shareholders who wish to participate at the Extraordinary General Meeting must:
- be recorded in the shareholders’ register kept by Euroclear Sweden AB on Monday 16 November 2020, and
- give notice of intent to participate to ASSA ABLOY AB no later than Monday 23 November 2020, by submitting their advance votes 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 that day.
Nominee registered shares
Shareholders whose shares are nominee registered through a bank or other nominee must, in addition to giving notice of participation by submitting an advance vote, request that their shares be temporarily registered in their own name in the share register kept by Euroclear Sweden AB (so called voting right registration) in order to be entitled to participate at the Meeting. The shareholders’ register for the General Meeting as of the record date Monday 16 November 2020 will take into account voting right registrations completed no later than Wednesday 18 November 2020. Shareholders concerned must, in accordance with each nominee’s routines, request that the nominee makes such voting right registration well in advance of that date.
The shareholders may exercise their voting rights at the Meeting only by voting in advance, so called postal voting in accordance with Section 22 of the Swedish 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 advance voting. The form is available on ASSA ABLOY AB’s website www.assaabloy.com. The advance voting form is considered as the notification of participation at the Meeting.
The completed and signed voting form must be received by Euroclear Sweden AB no later than Monday 23 November 2020. The completed and signed form shall be sent to ASSA ABLOY AB (publ), ”Extraordinary General Meeting 2020”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. The completed and signed form may alternatively be submitted electronically and is then to be sent to GeneralMeetingService@euroclear.eu. Shareholders who are natural persons can also submit their advance votes electronically by verifying with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the advance voting form. Proxy form is available upon request and on ASSA ABLOY AB’s website www.assaabloy.com. If the shareholder is a legal entity, a certificate of incorporation or other authorization document shall be enclosed with the advance voting form.
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
For questions about the advance voting, please contact Euroclear Sweden AB, telephone +46 8 506 485 14 (Monday-Friday 9.00 am – 4.00 pm (CET)).
- Opening of the Meeting.
- Election of Chairman of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to check the minutes.
- Determination as to whether the Meeting has been duly convened.
- Resolution on dividend.
- Closing of the Meeting.
Item 2 – Election of Chairman of the Meeting
The Board proposes that Johan Ahlgren is elected Chairman of the Meeting, or in the event he is prevented from attending, the person designated by the Board.
Item 3 - Preparation and approval of the voting list
The voting list proposed to be approved under item 3 on the agenda is the voting list prepared by Euroclear Sweden AB on behalf of the company, based on the shareholders’ register for the General Meeting and the advance votes received, as verified and recommended by the persons elected to check the minutes.
Item 5 - Election of one or two persons to check the minutes
The Board proposes that Axel Mårtensson (Melker Schörling AB) and Marianne Nilsson (Swedbank Robur Fonder), or if one or both of them are prevented from attending, the person or persons instead designated by the Board, are assigned to check the minutes of the Meeting together with the Chairman. The assignment to check the minutes also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the Meeting.
Item 7 - Resolution on dividend
Due to the uncertainty about the market situation caused by the Covid-19 pandemic, the Annual General Meeting on 29 April 2020 decided on a dividend of SEK 2.00 per share in accordance with a revised dividend proposal by the Board. The Board’s original proposal was a dividend of SEK 3.85 per share.
As previously communicated, it has been the clear ambition of the Board to propose a second dividend during 2020 when the consequences of the Covid-19 pandemic can be better assessed and given that the financial position of the Group allows this.
The Board has now assessed that the market situation and the financial position of the Group allow for a second dividend. Against this background, the Board proposes that the Meeting resolves on a dividend of SEK 1.85 per share.
As record date for the dividend, the Board proposes Thursday 26 November 2020. Should the Meeting resolve in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Tuesday 1 December 2020.
After the most recently adopted resolution regarding a dividend, SEK 12,892 million remain of the disposable amount pursuant to Chapter 17, Section 3, first paragraph of the Swedish Companies Act.
Shares and votes
The total number of shares in the company at the time of this convening notice amount to 1,112,576,334 shares, of which 57,525,969 are Series A shares and 1,055,050,365 Series B shares, corresponding to a total of 1,630,310,055 votes. At the time of this convening notice, ASSA ABLOY AB is holding 1,800,000 own Series B shares, corresponding to 1,800,000 votes that may not be represented at the Meeting.
Shareholders’ right to request information
The Board and the CEO shall, if any shareholder so requests and the Board believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda. Requests for such information shall be made in writing to ASSA ABLOY AB, ”Extraordinary General Meeting 2020”, P.O. Box 70340, SE-107 23 Stockholm, Sweden or by e-mail to email@example.com, no later than Saturday 14 November 2020. The information will be disclosed by being held available at ASSA ABLOY AB, Klarabergsviadukten 90, 111 64 Stockholm, Sweden, and on the company’s website www.assaabloy.com, no later than Thursday 19 November 2020. The information will also be distributed to the shareholder who so requests and states its postal address or email address.
Documentation and additional information
The Board’s complete dividend proposal is set out above. The Board’s statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act and the report pursuant to Chapter 18, Section 6 of the Swedish Companies Act, the auditor’s statement pursuant to Chapter 18, Section 6 of the Swedish Companies Act, the Annual Report and the Audit Report for the financial year 2019, will be available at the company and the company’s website www.assaabloy.com, no later than Tuesday 3 November 2020. Copies of the documents will be sent free of charge to shareholders who so request and state their address. The shareholders’ register for the General Meeting will be available at ASSA ABLOY AB, Klarabergsviadukten 90, 111 64 Stockholm, Sweden.
Processing of personal data
For information on how your personal data is processed, see:
Stockholm in October 2020
The Board of Directors
ASSA ABLOY AB (publ)
For more information, please contact:
Nico Delvaux, President and CEO, tel. no: +46 8 506 485 82
Erik Pieder, CFO and Executive Vice President, tel. no: +46 8 506 485 72
Björn Tibell, Head of Investor Relations, tel. no: +46 70 275 67 68
About ASSA ABLOY
The ASSA ABLOY Group is the global leader in access solutions. The Group operates worldwide with 49,000 employees and sales of SEK 94 billion. The Group has leading positions in areas such as efficient door openings, trusted identities and entrance automation. ASSA ABLOY's innovations enable safe, secure and convenient access to physical and digital places. Every day, we help billions of people experience a more open world.