Volvo 2015 Annual Report Download - page 174

AB Volvo’s share register is kept by Euroclear Sweden AB. On December
31, 2015, Volvo had 234,989 shareholders according to the share regis-
ter. The largest shareholder on that date was AB Industrivärden, with 22.3
percent of the votes based on the number of outstanding shares. Cevian
Capital held 14.8 percent of the votes, Norges Bank Investment Manage-
ment held 6.1 percent of the votes, and Svenska Handelsbanken together
with SHB Pension Fund, SHB Employee Fund, SHB Pensionskassa and
Oktogonen held 5.8 percent of the votes, based on the number of out-
standing 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 2015, the total number of shares in AB Volvo amounted
to 2,128,420,220, of which series A shares accounted for 505,481,960
and series B shares accounted for 1,622,938,260. The total number of
votes amounted to 667,775,786.
For more information about the Volvo share and its shareholders, refer
to the Board of Director’s report on pages 104–106 of the Annual Report.
Shares and shareholders
1
General
The General Meeting is Volvo’s highest decision-making body. The Gen-
eral Meeting held within six months after the end of the fiscal year adopt-
ing the income statement and the balance sheet is called the Annual
General Meeting. The Annual General Meeting of Volvo is normally held in
Göteborg. 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 of Directors, directors’ 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 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 participa-
tion 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 forward 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 sufficient time prior to the Meeting
to the address provided on Volvo’s website, www.volvogroup.com.
Resolutions at a General Meeting are normally passed by simple major-
ity 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 qualified majority.
General Meeting
2
AB Volvo’s Annual General Meeting 2015 was held on April 1, 2015 in Konserthuset, Göteborg.
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CORPORATE GOVERNANCE CORPORATE GOVERNANCE REPORT 2015