Volvo 2012 Annual Report Download - page 80

AB Volvo’s share register is kept by Euroclear
Sweden AB. On December 31, 2012, Volvo had
242,482 shareholders according to the share
register. The largest shareholder on that date
was AB Industrivärden, with 18.7% of the votes
based on the number of registered shares. Violet
Partners L.P. held 6.2% of the votes and Svenska
Handelsbanken together with SHB Pension
Fund, SHB Employee Fund, SHB Pensionskassa
and Oktogonen held 5.2% of the votes, based
on the number of registered shares.
Volvo has issued two classes of shares: series
A and series B. In a vote at a General Meeting,
series A shares carry one vote and series B sha-
res one-tenth of a vote. The two share classes
carry equal rights to a share in the assets and
earnings of the company. According to a special
share conversion clause in the Articles of Asso-
ciation, holders of series A shares are entitled to
request that their series A shares be converted to
series B shares. Implementation of such conver-
sions entails that the total number of votes in the
company decreases.
In mid-December 2012, Volvo’s largest share-
holder at that time, Renault s.a.s., announced that
the company had divested all of its Volvo shares by
selling 138,604,945 series A shares in the stock
market. In connection therewith, Volvo received a
request for conversion of 110,048,945 series A
shares into series B shares. Implementation of the
conversion entailed that the total number of votes
in the company declined. At the end of 2012,
the total number of shares in the company amoun-
ted to 2,128,420,220, of which series A shares
accounted for 546,544,375 and series B shares
accounted for 1, 581,875,845. The total number of
votes amounted to 704,731,959.50.
For more information about the Volvo share and
its shareholders, refer to the Board of Director’s
report on pages 70-71 of the Annual Report.
General Meeting
2
Shares and shareholders
1
General
The General Meeting is Volvo’s highest decision-
making body. The General Meeting held within
six months after the end of the fiscal year and
that adopts the income statement and balance
sheet is called the Annual General Meeting.
The Annual General Meeting of Volvo is normally
held in Gothenburg. In addition to resolutions
concerning adoption of the income statement
and balance sheet for AB Volvo and the Volvo
Group, the Annual General Meeting also adopts
resolutions concerning allocations of profit, the
composition of Volvo’s Board, directors’ fees
and elects external auditors. Notice to attend a
General Meeting is issued in the form of an
announcement in Post- och Inrikes Tidningar
(Swedish Official Gazette) and on the company’s
website. The fact that notice has been issued is
announced in Dagens Nyheter and Göteborgs-
Posten.
Shareholders who are recorded in the share
register five working days prior to a General
Meeting and who have notified Volvo of their
participation in a certain order, are entitled to
participate in the Meeting, in person or by proxy,
and to vote for or against the proposals put for-
ward at the Meeting and to present questions to
the Board and the President.
A shareholder who wants the Meeting to con-
sider a special matter must submit a request to
the Board in sufficient time prior to the Meeting
to the address provided on Volvo’s website,
www.volvogroup.com.
Resolutions at a General Meeting are nor-
mally passed by simple majority and for elec-
tions, the person who receives the most votes is
considered elected. However, certain resolu-
tions, such as amendment of the Articles of
Association, require a decision by a qualified
majority.
Annual General Meeting 2012
Volvo’s Annual General Meeting 2012 was held
on Wednesday, April 4, 2012 in Gothenburg.
The Meeting was attended by 1,401 sharehol-
ders, either in person or by proxy, representing
70.17% of the votes in the company. Attorney
Sven Unger was elected Chairman of the Mee-
ting. Members of the Board and the Group
Executive Team, and Volvo’s Lead Auditor
Göran Tidström representing Pricewaterhouse-
Coopers, Volvo’s elected auditing firm, were
present at the Meeting. At the Meeting, Göran
Tidström announced that he would be resigning
as Lead Auditor and that his replacement would
be Authorized Public Accountant Peter Cle-
medtson.
The Annual General Meeting 2012 adopted
inter alia the following resolutions:
• to pay a dividend of SEK 3.00 per share,
• to reelect Board Members Peter Bijur, Jean-
Baptiste Duzan, Hanne de Mora, Anders
Nyrén, Olof Persson, Ravi Venkatesan, Lars
Westerberg and Ying Yeh,
• to elect Carl-Henric Svanberg as new Board
Member and Chairman,
• the Board’s fees for the period up until the
next Annual General Meeting,
• to adopt the proposed guidelines for remune-
ration of senior executives.
Complete minutes and information about the
Annual General Meeting 2012 are available at
www.volvogroup.com.
Annual General Meeting 2013
Volvo’s Annual General Meeting 2013 will be
held on Thursday, April 4, 2013 in Lisebergshal-
len, Gothenburg. For further information about
the Annual General Meeting 2013, please refer
to the fold-out in the end of the Annual Report
and Volvo’s website www.volvogroup.com.
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CORPORATE GOVERNANCE REPORT 2012 CORPORATE GOVERNANCE