Notice of Investor AB’s Annual General Meeting on June 17, 2020
Investor AB (publ) summons to the Annual General Meeting (the “Meeting”) on Wednesday, June 17, 2020.
Due to the corona virus, the Meeting will be carried out through advance voting pursuant to temporary legislation. No Meeting with the possibility to attend physically, in person or by proxy, will take place.
An interview session with the Chair of the Board Jacob Wallenberg and the President Johan Forssell, where they together discuss Investor's business, challenges and opportunities and answer a number of questions received, will be available on Investor's website, www.investorab.com, on June 17, 2020. Information about the resolutions passed will be published on June 17, 2020, as soon as the result of the advance voting has been finally confirmed.
Preconditions for participation
For a person to be entitled to participate in the Meeting, through advance voting, such person must be recorded in the register of shareholders maintained by Euroclear Sweden AB on Thursday, June 11, 2020, and must have notified its intention to participate no later than on Tuesday, June 16, 2020, by casting its advance vote in accordance with the instructions under the heading Advance voting below so that the advance voting form is received by Euroclear Sweden AB no later than that day.
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution, in order to be entitled to participate in the Meeting, must request that their shares are re-registered in their own names. Such registration, which may be temporary, must be effected in the share register maintained by Euroclear Sweden AB on Thursday, June 11, 2020. Shareholders should advice their nominees well in advance of this date.
Advance voting
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 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 Investor’s website, www.investorab.com. The advance voting form is considered as the notification of participation at the Meeting.
The completed voting form must be received by Euroclear Sweden AB no later than Tuesday, June 16, 2020. The completed form shall be sent to Investor AB, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. The completed form may alternatively be submitted electronically either through BankID signing as per instructions available on https://anmalan.vpc.se/euroclearproxy or via e-mail to GeneralMeetingServices@euroclear.eu. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
Agenda
1. Election of the Chair of the Meeting.
2. Election of one or two persons to attest to the accuracy of the minutes.
3. Drawing up and approval of the voting list.
4. Approval of the agenda.
5. Determination of whether the Meeting has been duly convened.
6. Presentation of the Parent Company’s annual report and the auditors’ report, as well as of the consolidated financial statements and the auditors’ report for the Investor Group.
7. Resolutions regarding adoption of the income statement and the balance sheet for the Parent Company, as well as of the consolidated income statement and the consolidated balance sheet for the Investor Group.
8. Resolution regarding discharge from liability of the members of the Board of Directors and the President.
9. Resolution regarding disposition of Investor’s earnings in accordance with the approved balance sheet and determination of record date for dividends.
10. Decisions on:
A. The number of members and deputy members of the Board of Directors who shall be appointed by the Meeting.
B. The number of Auditors and deputy Auditors who shall be appointed by the Meeting.
11. Decisions on:
A. The compensation that shall be paid to the Board of Directors.
B. The compensation that shall be paid to the Auditors.
12. Election of members and deputy members of the Board of Directors.
Proposal from the Nomination Committee:
A. Gunnar Brock, re-election
B. Johan Forssell, re-election
C. Magdalena Gerger, re-election
D. Tom Johnstone, CBE, re-election
E. Sara Mazur, re-election
F. Grace Reksten Skaugen, re-election
G. Hans Stråberg, re-election
H. Lena Treschow Torell, re-election
I. Jacob Wallenberg, re-election
J. Marcus Wallenberg, re-election
13. Election of Chair of the Board of Directors.
Proposal from the Nomination Committee:
Jacob Wallenberg is proposed to be re-elected as Chair of the Board of Directors.
14. Election of Auditors and deputy Auditors.
15. Proposals for resolutions on guidelines for remuneration for the President and other members of the Extended Management Group (Remuneration Policy).
16. Proposals for resolutions on:
A. A long-term variable remuneration program for employees within Investor, excluding Patricia Industries.
B. A long-term variable remuneration program for employees within Patricia Industries.
17. Proposals for resolutions on:
A. Purchase and transfer of own shares in order to give the Board of Directors wider freedom of action in the work with the Company’s capital structure, in order to enable transfer of own shares according to 17B, and in order to secure the costs connected to the long-term variable remuneration program according to 16A and the allocation of synthetic shares as part of the compensation to the Board of Directors.
B. Transfer of own shares in order to enable the Company to transfer own shares to employees who participate in the long-term variable remuneration program 2020 according to 16A.
18. Proposal for resolution on amendments to the Articles of Association.
19. Proposal from the shareholder Thorwald Arvidsson that the Annual General Meeting resolves:
A. That the Articles of Association, section 4, paragraph 3, hereafter shall have the following wording:
At General Meeting of Shareholders, Class A shares as well as Class B shares shall carry one vote each and shall entail the same right to the Company’s assets and profit.
B. To instruct the Board of Directors to act to revoke the possibility of having different voting rights in the Swedish Companies Act, primarily by addressing the Government.
C. To instruct the Board of Directors to prepare a proposal for the representation of small and medium-sized shareholders, in the board as well as in the Nomination Committee, to be submitted to the Annual General Meeting 2021 - or any Extra General Meeting held prior thereto - for decision. In addition, the instruction shall also include to act for a corresponding change in the national regulatory framework, primarily by addressing the Government.
Attachment: Notice of Investor AB’s Annual General Meeting on June 17, 2020
For further information:
Viveka Hirdman-Ryrberg, Head of Corporate Communication and Sustainability,
Phone +46 70 550 3500
viveka.hirdman-ryrberg@investorab.com
Magnus Dalhammar, Head of Investor Relations,
Phone +46 73 524 2130
magnus.dalhammar@investorab.com
Our press releases can be accessed at www.investorab.com
Investor, founded by the Wallenberg family in 1916, is an engaged owner of high quality global companies. We have a long-term investment perspective. Through board participation, as well as industrial experience, our network and financial strength, we work continuously to support our companies to remain or become best-in-class. Our holdings include, among others, ABB, Atlas Copco, Ericsson, Mölnlycke and SEB.