GOTHENBURG, Sweden, Feb. 27, 2025 /PRNewswire/ — Understand is hereby for the reason that the Annual Basic Assembly of Aktiebolaget SKF can be held at Radisson Blu Scandinavia Lodge, Södra Hamngatan 59, Gothenburg, Sweden, at 14.00 on Tuesday, 1 April 2025. The doorways are observable from 13.00. Shiny refreshments can be served previous to the Annual Basic Assembly between 13.00 and 14.00.
A abstract of the President’s cope with can be to be had on the corporate’s site, www.skf.com, nearest the Annual Basic Assembly.
Preconditions for participation
A. Shareholders who need to take part on the Annual Basic Assembly through postal balloting should
- be recorded within the shareholders’ check in stored through Euroclear Sweden AB as in keeping with Monday, 24 March 2025, and
- notify its goal to take part through casting its postal vote in line with the directions below the heading Postal balloting under in order that the postal balloting is won through Computershare AB deny then than Wednesday, 26 March 2025.
B. Shareholders who need to take part on the Annual Basic Assembly in particular person or through proxy within the assembly room should
- be recorded within the shareholders’ check in stored through Euroclear Sweden AB as in keeping with Monday, 24 March 2025, and
- notify the corporate of its goal to take part deny then than Wednesday, 26 March 2025,
- by means of the corporate’s site, www.skf.com, or
- through telephone +46 31 337 25 50 (weekdays between 09.00 and 16.00), or
- by means of electronic mail to [email protected] (significance “AGM 2025 of AB SKF” as topic), or
- through letter to Computershare AB, “AGM 2025 of AB SKF”, Gustav III:s Street 34, SE- 169 73 Solna, Sweden.
When notifying the corporate come with main points of brand, cope with, phone quantity, social safety quantity and selection of advisors, if any.
To be entitled to take part within the Annual Basic Assembly, a shareholder whose stocks are held within the identify of a nominee should, along with offering notification of participation, check in its stocks in its personal identify in order that the shareholder is recorded within the shareholder’s check in as in keeping with Monday, 24 March 2025. Such registration is also brief (so-called balloting proper registration) and is asked from the nominee in line with the nominee’s procedures and in such occasion in progress because the nominee determines. Balloting proper registrations finished through the nominee now not then than Wednesday 26 March 2025 are taken under consideration when making ready the shareholder’s check in.
Participation in particular person or through proxy
Shareholders who need to attend in particular person within the assembly room, in particular person or through proxy, should notify its goal in line with B) above. Because of this understand through postal balloting most effective isn’t plenty for any person who needs to wait within the assembly room.
The place illustration is being made through proxy, the proxy method will likely be despatched to the corporate to the above cope with or through electronic mail to [email protected] ahead of the Annual Basic Assembly. If the shareholder is a felony entity, a certificates of incorporation or a corresponding record of authority will likely be enclosed.
Postal balloting
A different method will likely be old for postal balloting. The method is to be had at the corporate’s site, www.skf.com.
The finished and signed balloting method should be won through SKF via Computershare AB deny then than Wednesday, 26 March 2025. Shareholders might forged their postal votes electronically via Swedish BankID verification by means of SKF’s site www.skf.com. The method can also be submitted through put up to Computershare AB, “AGM 2025 of AB SKF”, Gustav III:s Street 34, SE- 169 73 Solna or by means of electronic mail to [email protected]. Shareholders who’re represented through a proxy holder shall put up a proxy method enclosed to the balloting method. If the shareholder is a felony entity, a certificates of incorporation or a corresponding record of authority will likely be enclosed to the method.
Shareholders don’t seem to be accepted so as to add particular directions or statuses to their postal votes. If that is executed, the vote (i.e. the postal vote in its entirety) can be wrong. Additional directions and statuses will also be discovered at the postal balloting method.
For questions in regards to the assembly or to have the postal balloting method despatched through put up, please touch Computershare AB on phone +46 31-337 25 50 or by means of electronic mail to [email protected].
Time table
- Opening of the Annual Basic Assembly
- Election of a Chair for the Annual Basic Assembly
- Drawing up and benevolence of the balloting checklist
- Esteem of schedule
- Election of individuals to make sure the mins
- Attention of whether or not the Annual Basic Assembly has been duly convened
- Presentation of annual record and audit record in addition to consolidated accounts and audit record for the Workforce
- Cope with through the President
- Topic of adoption of the source of revenue remark and stability sheet and consolidated source of revenue remark and consolidated stability sheet for the Workforce
- Answer referring to distribution of income and document occasion
- Topic of discharge of the Board participants and the President from legal responsibility
- Resolution of selection of Board participants and deputy participants
- Resolution of the associated fee to the Board participants
- Election of Board participants and deputy Board participants
The Nomination Committee’s proposal for Board participants:
14.1 Hans Stråberg
14.2 Hock Goh
14.3 Geert Follens
14.4 Håkan Buskhe
14.5 Susanna Schneeberger
14.6 Rickard Gustafson
14.7 Beth Ferreira
14.8 Therese Friberg
14.9 Richard Nilsson
14.10 Niko Pakalén
14.11 Mats Rahmström - Election of Chair of the Board of Administrators
- The Board of Director’s proposal for modification of the Articles of Affiliation
- Resolution of selection of auditors and deputy auditors
- Resolution of the associated fee to the auditors
- Election of auditors and deputy auditors
- Presentation and benevolence of the Board of Administrators’ remuneration record
- The Board of Administrators’ proposal for a solution on SKF’s Efficiency Percentage Programme 2025
Proposal below merchandise 10
The Board of Administrators proposes a dividend of SEK 7.75 in keeping with percentage. It’s proposed that shareholders with holdings recorded on Thursday, 3 April 2025 be entitled to obtain the proposed dividend. Topic to solution through the Annual Basic Assembly in line with this proposal, it’s anticipated that Euroclear will distribute the dividend on Tuesday, 8 April 2025.
Proposals below pieces 2, 12, 13, 14, 15, 17, 18 and 19
The Nomination Committee shaped in line with a solution of the Annual Basic Assembly 2020 to constitute all shareholders of the corporate is composed of, but even so the Chair of the Board of Administrators, participants elected through FAM, Cevian Capital, AFA Försäkring and Skandia, shareholders who in combination constitute round 40% of the whole selection of votes within the corporate. The Nomination Committee proposes refer to:
- Merchandise 2 – that advokat Erik Sjöman is elected Chair of the Annual Basic Assembly;
- Merchandise 12 – that the Board of Administrators shall consist of 11 participants and deny deputy participants;
- Merchandise 13 – that the Board participants elected through the Annual Basic Assembly and now not hired through the corporate, for the duration as much as the tip of the upcoming Annual Basic Assembly, obtain a price in line with refer to:
- a. SEK 3,025,000 to the Chair of the Board of Administrators,
SEK 1,515,000 to the Vice Chair(s) of the Board of Administrators, and
SEK 990,000 to each and every of the alternative Board participants; and
- b. SEK 385,000 to the Chair of the Audit Committee,
SEK 275,000 to each and every of the alternative participants of the Audit Committee,
SEK 220,000 to each and every of the Chairs of the alternative Committees, and
SEK 165,000 to each and every of the alternative participants of the alternative Committees;
The Nomination Committee proposes that 30 % of the above Board price (apart from the Committee charges) will have to be transformed and encompass a variable Board price (so-called artificial stocks). The aim is to beef up the relationship between the Board and the shareholders, and the chance for the Board participants to persuade the scale of the Board price throughout the corporate’s price building. A man-made percentage refers to a non-transferable proper to, 4 years nearest the Board election, obtain fee of an quantity in line with the accumulation worth on the occasion of fee of a Line B percentage within the corporate. The fee quantity is enthusiastic in line with the common accumulation worth of the Line B percentage all over the 5 buying and selling days right away following the e-newsletter of the quarterly record for the primary quarter 2029. Proposed whole phrases for the variable Board price (artificial stocks) 2025 are to be had at the corporate’s site www.skf.com, a number of the Board’s whole proposals.
The Nomination Committee proposes {that a} particular assembly price be paid to Board participants dwelling out of doors Sweden for progress to a bodily Board assembly in Sweden, of EUR 2,000 for progress inside of Europe and EUR 5,000 for intercontinental progress, as repayment for occasion spent. For progress to bodily board conferences out of doors of Sweden, it’s proposed that the aforementioned assembly charges additionally practice to Board participants dwelling in Sweden.
- Merchandise 14 – that Hans Stråberg, Hock Goh, Geert Follens, Håkan Buskhe, Susanna Schneeberger, Rickard Gustafson, Beth Ferreira, Therese Friberg, Richard Nilsson and Niko Pakalén are re-elected as participants of the Board of Administrators. It’s proposed that Mats Rahmström is newly elected.
- Merchandise 15 – that Hans Stråberg is re-elected because the Chair of the Board of Administrators.
A presentation of the proposed Board will also be discovered on the corporate’s site www.skf.com. - Merchandise 17 – that, which below merchandise 16 is proposed to be the rule of thumb of the Articles of Affiliation, one auditor with out deputy auditor will likely be appointed;
- Merchandise 18 – that the auditor is paid for paintings carried out in line with authorized bill; and;
- Merchandise 19 – that, in line with the Audit Committee’s advice and the Nomination Committee’s proposal, the registered company of auditors Deloitte AB is appointed as auditor for a duration of 1 yr till the alike of the Annual Basic Assembly 2026.
Proposal below merchandise 16
The Board of Administrators proposes that the Annual Basic Assembly unravel to amend the Articles of Affiliation to regulate the expression of workplace for the appointed auditor via changes to § 9. Moreover, various minor, basically editorial, amendments are proposed, to modernize the Articles of Affiliation and to mirror sure legislative adjustments. A few of the proposed amendments is the exclusion of the chance to nominate Board deputies, because the Swedish Company Governance Code states that deputies for administrators elected through the shareholders’ assembly don’t seem to be to be appointed. All proposed adjustments are defined within the proposal for the brandnew Articles of Affiliation, which is to be had at the corporate’s site, www.skf.com, a number of the Board’s whole proposals.
Proposal below merchandise 20
The Board of Administrators has ready a Remuneration record which is gifted and proposed to be authorized through the Annual Basic Assembly. The Remuneration record is to be had at the corporate’s site, www.skf.com.
Proposal below merchandise 21
The primary contents of the Board of Administrators’ proposal are said under. All the proposal is to be had on the corporate’s site, www.skf.com.
On the Annual Basic Assembly in 2008 the SKF Workforce offered a long-term efficiency percentage programme for senior managers and key workers. Since next, the Annual Basic Assembly has resolved each and every yr upon a efficiency percentage programme.
The Board proposes – to bring to proceed to hyperlink the long-term pursuits of the individuals and the shareholders, sustaining the SKF Workforce’s skill to draw and book the most productive nation and to give a contribution to the SKF Workforce’s industry technique, its long-term pursuits and sustainability – {that a} determination be taken on the Annual Basic Assembly 2025 on SKF’s Efficiency Percentage Programme 2025.
The programme is proposed to safeguard senior managers and key workers within the SKF Workforce with a chance to be allocated, sovereign of rate, SKF B stocks in line with refer to foremost phrases and tips. Beneath the programme, no more than in general a million SKF B stocks is also allocated.
The allotment of stocks will likely be matching to the extent of accomplishment of the General Worth Added (TVA) goal, as outlined through the Board, and SKF’s CDP Atmosphere Alternate rating goal. The TVA efficiency measure is weighted 80% and the CDP Atmosphere Alternate rating efficiency measure is weighted 20%.
TVA efficiency measure
TVA is a simplified, financial value-added type selling higher running cash in, capital potency and successful expansion. TVA is the running cash in, much less the pre-tax price of capital.
Over the three-year programme duration (2025-2027), the TVA efficiency goal space is ready yearly through the Board towards the baseline of the unedited TVA accomplished within the earlier yr. The entire efficiency fulfillment for the TVA efficiency measure of the programme is the common of achievements of the once a year TVA goals. To deliver for allocation of stocks to whisk park, the common TVA building should exceed a definite minimal stage (the brink stage). Along with the brink stage, a goal stage is ready. Most allotment is awarded if the objective stage is reached or exceeded. By the use of instance, if the TVA fulfillment yr 1 is 80%, yr 2 is 100% and yr 3 is 0%, the full efficiency fulfillment of the programme would next be 60% (80%+100%+0% / 3).
CDP Atmosphere Alternate rating efficiency measure
CDP is an international non-profit group recognized for its tests and scoring method to guage firms’ disclosure and function with regards to state exchange and environmental have an effect on. The CDP Atmosphere Alternate rating is in line with an in depth questionnaire requiring disclosure and function in refer to divisions: Industry technique, Monetary making plans & state of affairs research, Emissions aid projects, Power, Governance, Alternative disclosure, Chance disclosure, Chance control processes, Scope 1 & 2 emissions, Scope 3 emissions, Objectives and Worth chain engagement.
This complete evaluation and the ensuing rating is understood around the investor and buyer communities as a reputable third-party view on firms’ approaches to state exchange. The rating levels from A (management stage) to D- (disclosure stage). SKF won an A- rating in 2024. The rating is ready yearly, and the bar is raised each and every yr, reflecting expanding stakeholder expectancies. SKF’s efficiency fulfillment and CDP rating will subsequently require steady enhancements.
The entire efficiency fulfillment for the CDP Atmosphere Alternate rating is the weighted reasonable of the once a year efficiency fulfillment, in line with refer to standards:
|
SKF’s CDP Atmosphere Alternate rating |
Efficiency fulfillment |
|
A |
100 % |
|
A- |
75 % |
|
B |
50 % |
|
<B |
0 % |
For instance, if SKF’s CDP rating is B yr 1, A- yr 2 and A yr 3, the full efficiency fulfillment for the total programme duration is 75% (50%+75%+100% / 3).
Only if the efficiency measures of the programme are absolutely met, the individuals of the programme is also allocated as much as refer to most selection of stocks in keeping with particular person throughout the numerous key teams:
- CEO and President –stocks comparable to a price of 75% of the fastened bottom wage
- Alternative participants of Workforce Control – stocks comparable to 55% of the fastened bottom wage or 13,000 stocks, whichever is upper
- Managers of immense industry gadgets and indistinguishable – 4,500 stocks
- Alternative senior managers – 3,000 stocks
- Alternative key individuals – 1,250 stocks
If the whole consequence of the programme exceeds the brink stage for allotment of stocks however the ultimate allotment is under 5% of the objective stage, fee can be made in money in lieu of stocks, whereupon the volume of the money fee shall correspond to the worth of the stocks calculated at the foundation of the ultimate worth for SKF’s B percentage the date ahead of agreement.
If the entire statuses incorporated in SKF’s Efficiency Percentage Programme 2025 are met, allotment of stocks will likely be made sovereign of rate following the expiry of the three-year calculation duration, i.e. all over 2028.
Ahead of the selection of stocks to be allocated is in any case enthusiastic, the Board shall read about whether or not the allotment is affordable taking into account SKF’s monetary effects and place, the statuses at the accumulation marketplace in addition to alternative instances, and if now not, as enthusiastic through the Board, let fall the selection of stocks to be awarded to the decrease selection of stocks deemed suitable through the Board.
The Board is moreover entitled to introduce an backup incentive resolution for workers in nations the place participation in SKF’s Efficiency Percentage Programme 2025 isn’t suitable. Such backup incentive resolution shall, so far as practicable, be formulated using the similar statuses as SKF’s Efficiency Percentage Programme 2025.
The corporate has 455,351,068 stocks in factor when this understand is issued. To deliver to agree to the duties of SKF’s Efficiency Percentage Programme 2025, a most selection of a million B stocks are required, comparable to roughly 0.2% of the whole selection of exceptional stocks.
Assuming most allocation below the Efficiency Percentage Programme 2025 and a percentage worth of SEK 200, the associated fee, together with social safety price, is estimated at roughly MSEK 240. At the foundation of a percentage worth of SEK 315 the associated fee, together with social safety price, is estimated at roughly MSEK 378. As well as, the executive prices are estimated at roughly MSEK 2. For info on allotment below earlier programmes, refer to the Board’s complete proposal at the corporate’s webpage www.skf.com.
The Board does now not suggest for the occasion being to whisk any motion to hedge SKF’s duties below the programme. Supply of stocks below the programme shall now not whisk park till 2028.
Collection of stocks and votes, and documentation
When this understand is issued, the whole selection of stocks within the corporate are 455,351,068, represented through 28,938,999 form A stocks and 426,412,069 form B stocks, with a complete selection of votes of 71,580,205.9. The corporate holds deny personal stocks.
The once a year record together with the sustainability record, the audit and oath record, the remuneration record, statements of the auditor, the Board of Administrators’ whole proposals in line with pieces 16, 20 and 21 of the schedule at the side of the Nomination Committee’s reasoned remark and phrases for variable Board charges (artificial stocks) can be to be had on the corporate’s headquarters at Sven Wingquists gata 2, 415 50 Gothenburg, and on the corporate’s site, www.skf.com, deny then than from 11 March 2025 and can be despatched to shareholders who request this and environment their cope with. Such request will likely be made to Computershare AB through telephone, e-mail, or letter as move ahead below the heading “Preconditions for participation”, division B) above.
Knowledge on the Annual Basic Assembly, and many others.
The Board of Administrators and the President shall, upon request through any shareholder and the place the Board of Administrators believes that it’ll whisk park with out important hurt to the corporate, handover data in recognize of any instances which might have an effect on the evaluation of an issue at the schedule, any instances which might have an effect on the evaluation of the corporate’s or a subsidiary’s monetary place and the corporate’s courting to alternative crew firms. Somebody who needs to dispatch questions in progress might do so that you could AB SKF, Att. Basic Recommend, SE-415 50 Gothenburg, Sweden, or through electronic mail: [email protected].
SKF’s web-based annual record in English can be made people on 7 March 2025.
Proxy modes can be to be had on the corporate’s site, www.skf.com, and can also be asked through letter to Computershare AB, “AGM 2025 of AB SKF”, Field 5267, SE-102 46 Stockholm, Sweden or through telephone +46 31-337 25 50.
Gothenburg, February 2025
Aktiebolaget SKF
(publ)
Reg. deny 556007-3495
The Board of Administrators
Discuss with to SKF’s manufacturing unit in Gamlestaden, Gothenburg
Shareholders are welcome to discuss with SKF’s manufacturing unit in Gamlestaden, Gothenburg, in reference to the Annual Basic Assembly on Tuesday 1 April 2025 at 10.00. Shareholders that need to take part shall notify his/her identify and make contact with main points (ideally e-mail cope with however a mobile phone quantity) to: SKF Sverige AB, Att: Lars Werner, 415 50 Gothenburg however by means of e-mail to: [email protected]. Please word that the selection of individuals is proscribed.
Processing of Non-public Information
Non-public knowledge matching to a shareholder which is amassed from the shareholders’ check in, notification on participation within the Annual Basic Assembly and details about advisors which might be to take part or any alternative data this is another way given as move ahead above, can be processed basically to check in the shareholder, method a part of the balloting checklist on the Annual Basic Assembly and if essential, the mins from the Annual Basic Assembly. The non-public knowledge is processed in line with the Legislation (EU) 2016/679 of the Eu Parliament and of the Council. For whole data at the corporate’s processing of your individual knowledge in reference to the Annual Basic Assembly and your rights, see SKF’s site www.skf.com below the heading “About AGM” (which is positioned below the division “Investors” and “Corporate Governance”).
For additional data, please touch:
PRESS: Carl Bjernstam, Head of Media Family members
tel: 46 31-337 2517; cellular: 46 722-201 893; electronic mail: [email protected]
INVESTOR RELATIONS: Sophie Arnius, Head of Investor Family members
tel: 46 31-337 8072; cellular: 46 705-908 072; electronic mail: [email protected]
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https://news.cision.com/skf/r/notice-of-annual-general-meeting,c4111169
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