Electrolux 2006 Annual Report Download - page 119

Shareholder structure
According to the share register at VPC AB (the Swedish Central
Securities Depository & Clearing Organization) at year-end 2006,
the Group had a total of approximately 59,500 shareholders. The
shares held by the ten largest owners corresponded to approxi-
mately 32% of the total share capital and 45% of the voting
rights.
Approximately 54% of the share capital was owned by Swedish
institutions and mutual funds, approximately 38% by foreign
investors, and approximately 8% by private Swedish investors.
The total number of Electrolux shareholders in Sweden at year-
end was approximately 56,300. Most of the shares owned by for-
eign investors are registered through foreign banks or other
trustees which are not registered in the share register kept
by VPC. This means that the actual owners are not displayed in
the share register kept by VPC. Information on shareholders and
their holdings is updated continuously at the Group’s website,
www.electrolux.com/corpgov.
Major shareholders as of December 31, 2006
1)
Share capital, % Voting rights, %
Investor AB 11.1 27.6
Alecta Pension Insurance 7.7 7. 2
Fourth Swedish National Pension Fund 2.8 2.2
Swedbank Robur Funds 2.3 1.8
Handelsbanken/SPP Investment Funds 2.1 1.6
SEB Funds 1.6 1.2
Second Swedish National Pension Fund 1.1 0.9
Skandia Life Insurance 1.1 1.1
Industritjänstemannaförbundet, Sif 1.0 0.8
Third Swedish National Pension Fund 0.8 0.7
Total 31.6 45.1
Board of Directors and Group Management,
collectively 0.03 0.03
1) Source: SIS Ägarservice as of December 31, 2006.
Voting rights
The share capital of AB Electrolux consists of A-shares and
B-shares. An A-share entitles the holder to one vote and a B-share
to one-tenth of a vote. All shares entitle the holder to the same
proportion of assets and earnings and carry equal rights in terms
of dividends.
Nomination procedure for election of Board members and auditors
The nomination process for members of the Board of Directors
involves appointing a Nomination Committee consisting of the
Chairman of the Board and representatives of the four largest
shareholders in terms of voting rights. The names of these repre-
sentatives and the shareholders they represent are announced
publicly at least six months before the Annual General Meeting
(AGM).
Selection of the shareholders is based on known holdings of
voting rights immediately prior to the announcement. If the identity
of major shareholders changes in the course of the nomination
process, the composition of the Nomination Committee may be
changed accordingly.
The Nomination Committee’s tasks include preparing a proposal
for the next AGM regarding the following issues: Chairman of the
AGM, Board members, Chairman of the Board and remuneration
for Board members, as well as remuneration for committee work
and Nomination Committee for the next accounting year. Share-
holders may submit proposals for nominees to the Nomination
Committee.
The Nomination Committee is also entrusted with the task to
make proposals for the election of auditors and auditors’ fees,
when these matters are to be decided by the following AGM. In
preparing these proposals, the Nomination Committee is assisted
by the Electrolux Audit Committee, which among other things
informs the Nomination Committee of the results of the evaluation
of the audit work, which is performed as a part of this process.
The committee’s proposal shall be announced publicly in con-
nection with or prior to the notice of the AGM.
Nomination Committee for the AGM 2007
The Nomination Committee for the AGM in 2007 was composed
on the basis of the register of shareholders at VPC AB as of Sep-
tember 30, 2006, and was announced in a press release on Octo-
ber 16, 2006. On November 9, changes in the Committee were
announced, as The Second Swedish National Pension Fund
had reduced its holding. Carl Rosén, who had represented
the Fund, resigned from the Committee and was replaced by
Marianne Nilsson, representing Swedbank Robur Funds. As of
March 5, 2007, no other changes in the composition of the Com-
mittee had occurred.
The Committee Chairman is Börje Ekholm, President and CEO
of Investor. The other members are Ramsay J. Brufer, Alecta Pen-
sion Insurance, Annika Andersson, Fourth Swedish National Pen-
sion Fund, Marianne Nilsson, Swedbank Robur Funds and Michael
Treschow, Board Chairman of Electrolux.
The Nomination Committee’s proposals as well as a report
on how the Nomination Committee has conducted its work
will be publicly announced no later than the date of not-
ifi cation of the AGM. Shareholders who wish to submit proposals
to the Nomination Committee should send an e-mail to
[e-mail].
General Meetings of shareholders
The decision-making rights of shareholders in AB Electrolux are
exercised at General Meetings of shareholders.
Participation in decision-making requires the shareholder’s
presence at the meeting, whether personally or through a proxy. In
addition, the shareholder must be registered in the share register
as of a prescribed date prior to the meeting and must provide notice
of participation in due course. Additional requirements for partici-
pation apply for shareholders with holdings in the form of ADRs or
similar certifi cates. Holders of such certifi cates are advised to con-
tact the ADR depositary bank, the fund manager or the issuer of
the certifi cate in good time before the meeting in order to obtain
additional information.
corporate governance
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