Volvo 2013 Annual Report Download - page 96

AB Volvo’s share register is kept by Euroclear
Sweden AB. On December 31, 2013, Volvo had
246,264 shareholders according to the share
register. The largest shareholder on that date
was AB Industrivärden, with 19.4 percent of the
votes based on the number of registered
shares. Cevian Capital held 10.5 percent of the
votes, Norges Bank Investment Management
held 6.1 percent of the votes and Svenska
Handelsbanken together with SHB Pension
Fund, SHB Employee Fund, SHB Pensions-
kassa and Oktogonen held 5.6 percent 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 shares 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 Association, holders of series
A shares are entitled to request that their series
A shares are converted to series B shares.
Implementation of such conversions entails that
the total number of votes in the company
decreases.
At the end of 2013, the total number of
shares in AB Volvo amounted to 2,128,420,220,
of which series A shares accounted for
519,298,953 and series B shares accounted
for 1,609,121,267. The total number of votes
amounted to 680,211,089.70.
For more information about the Volvo share
and its shareholders, refer to the Board of
Director’s report on pages 84-85 of the Annual
Report.
Shares and shareholders
1
General
The General Meeting is Volvo’s highest deci-
sion-making body. The General Meeting held
within six months after the end of the fi scal year
adopting the income statement and the balance
sheet is called the Annual General Meeting.
The Annual General Meeting of Volvo is nor-
mally held in Gothenburg. In addition to resolu-
tions concerning adoption of the income state-
ment and balance sheet for AB Volvo and the
Volvo Group, the Annual General Meeting also
adopts resolutions concerning allocations of
profi t, the composition of Volvo’s Board, direc-
tors’ fees and elects, when applicable, external
auditors. Notice to attend a General Meeting is
issued in the form of an announcement in Post-
och Inrikes Tidningar (Swedish Offi cial 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 fi ve working days prior to a General
Meeting and who have notifi ed 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
consider a special matter must submit a request
to the Board in suffi cient time prior to the Meet-
ing to the address provided on Volvo’s website,
www.volvogroup.com.
Resolutions at a General Meeting are normally
passed by simple majority and for elections, the
person who receives the most votes is consid-
ered elected. However, certain resolutions, such
as amendment of the Articles of Association,
require a decision by a qualifi ed majority.
Annual General Meeting 2013
Volvo’s Annual General Meeting 2013 was held
on Thursday, April 4, 2013 in Gothenburg. The
Meeting was attended by 1,494 shareholders,
either in person or by proxy, representing 69.48
percent of the votes in the company. Attorney
Sven Unger was elected Chairman of the Meet-
ing. Members of the Board and the Group Exec-
utive Team were present at the Meeting. Author-
ized Public Accountants Peter Clemedtson,
Volvo’s Lead Partner, and Johan Rippe were
also present, representing the company’s audi-
tor PricewaterhouseCoopers AB.
The Annual General Meeting 2013 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, Carl-Henric Svanberg, Ravi
Venkatesan, Lars Westerberg and Ying Yeh,
• to reelect Carl-Henric Svanberg as Chairman
of the Board,
• the Board’s fees for the period up until the
next Annual General Meeting,
• to adopt the proposed guidelines for remu-
neration of senior executives,
• to adopt the proposed amendment to the
company’s Articles of Association regarding a
four year term of appointment of the auditor.
Complete minutes and information about the
Annual General Meeting 2013 are available at
www.volvogroup.com.
Annual General Meeting 2014
Volvo’s Annual General Meeting 2014 will be held
on Wednesday, April 2, 2014 in Lisebergs hallen,
Gothenburg. For further information about the
Annual General Meeting 2014, please refer to
the fold-out in the end of the Annual Report and
Volvo’s website www.volvogroup.com.
General Meeting
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CORPORATE GOVERNANCE REPORT 2013 CORPORATE GOVERNANCE
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