Investor’s AGM is held in the Stockholm area during the first half of the year.
No later than at the publication of the third-quarter report, shareholders are informed of the time and place of the AGM and are provided information on their right to have business discussed at the AGM. The notice of the AGM is published at the earliest six weeks, but no later than four weeks, before the date of the AGM.
The AGM is informed about the company's development over the past fiscal year and decides on a number of central issues, such as changes the election of auditor, discharging the Board from liability for the fiscal year, remuneration for the Board and fees to the auditor, decisions on the number of Board members, election of the Board for the period up to the close of the next AGM and dividends.
Investor always strives to ensure that the Board, Management Group, Nomination Committee and the auditor are present at the AGM.
Voting rights at Investor's AGM
Shareholders are entitled to participate in and vote at the AGM if they are recorded in the register of shareholders and have reported their intention to attend by the specified deadline. Shareholders who cannot attend the AGM in person may appoint a proxy. To enable non-Swedishspeaking shareholders to participate, the AGM's proceedings are simultaneously interpreted into English. All printed information is available in both Swedish and English.
Every Investor shareholder entitled to vote may vote for the entire number of the shares owned and represented by the shareholder without restrictions to the number of votes
A-shares are entitled to one vote
B-shares are entitled to 1/10 vote
Both share classes carry the same dividend entitlement
Business for transaction at the Meeting
Shareholders wanting to have business taken up at the AGM may submit their proposals to the Chairman of Investor AB's Board of Directors at the following address: investorAGM@investorab.com
By ordinary mail:
Investor AB
Attn: Chairman of the Board
Arsenalsgatan 8c
SE-103 32 Stockholm
Sweden
Shareholders wanting to submit proposals to Investor's Nomination Committee can submit their proposals at the following adress: nomination.committee@investorab.com
By ordinary mail:
Investor AB
Attn: Nomination Committee
Arsenalsgatan 8c
SE-103 32 Stockholm
Sweden
Archive
Annual General Meeting 2021
The resolutions passed at Investor’s Annual General Meeting (the ”Meeting”) on May 5, 2021, included the following.
Approval of the income statement and the balance sheet
The Meeting approved the income statement and the balance sheet for the parent company, as well as of the consolidated income statement and the consolidated balance sheet for the fiscal year 2020.
Dividend
The Meeting resolved, in accordance with the proposal of the Board, on a dividend to the shareholders of SEK 14.00 per share to be paid in two installments. At the first installment SEK 10.00 per share is paid with the record date Friday, May 7, 2021. At the second installment SEK 4.00 per share is paid (or SEK 1.00 per share after implementation of the share split 4:1 approved by the Meeting, see below) with the record date Monday, November 8, 2021. The dividend is expected to be paid on Wednesday, May 12, 2021, and on Thursday, November 11, 2021.
Remuneration Report
The Meeting approved the Remuneration Report presented by the Board of Directors.
Board of Directors
The Meeting discharged the members of the Board and the President from liability for the fiscal year 2020.
The Meeting re-elected, in accordance with the Nomination Committee’s proposal, the Board members Gunnar Brock, Johan Forssell, Magdalena Gerger, Tom Johnstone, Sara Mazur, Grace Reksten Skaugen, Hans Stråberg, Jacob Wallenberg and Marcus Wallenberg. Lena Treschow Torell had declined re-election. In accordance with the Nomination Committee’s proposal, the Meeting elected Isabelle Kocher and Sven Nyman as new members of the Board of Directors and re-elected Jacob Wallenberg as Chair of the Board of Directors.
Compensation to the Board of Directors
The Meeting resolved on compensation to the Board in accordance with the Nomination Committee’s proposal of in total SEK 12,205,000, which will be divided, in cash and in so-called synthetic shares, as follows: SEK 2,925,000 to the Chair, SEK 1,700,000 to the Vice Chair, SEK 780,000 to the other eight members of the Board not employed by the Company, and a total of SEK 1,340,000 in cash for work in the committees of the Board. The compensation for work in the committees of the Board is allocated in the sum of SEK 320,000 to the Chair of the Audit and Risk Committee and SEK 210,000 to the three other members each, SEK 190,000 to the Chair of the Remuneration Committee and SEK 100,000 to the two other members each.
Auditor
The Meeting re-elected Deloitte AB as Auditor of the Company for the period until the end of the Meeting 2022 in accordance with the Nomination Committee’s proposal.
Long-term variable remuneration programs
The Meeting approved, in accordance with the Board of Directors’ proposal, the scope and key principles of both the long-term variable remuneration program for employees within Investor, excluding Patricia Industries (consisting of a Stock Matching Plan and a Performance Plan), and the long-term variable remuneration program for employees within Patricia Industries (based on the same structure as the program for Investor, but related to the value growth of Patricia Industries instead of the Investor share). The programs are substantially the same as the programs decided by the Meeting 2020.
Purchase and transfer of own shares
The Meeting authorized the Board, for the time until the Meeting of 2022, to decide on the purchase and transfer of the Company’s own shares of class A and class B, in order to give the Board wider freedom of action in their work with the Company’s capital structure, to enable transfer of own shares under the long-term variable remuneration program for employees within Investor, and to secure the costs, including the social security payments, in connection with the said program and with the allocation of synthetic shares as part of the remuneration to the Board.
The Meeting further resolved that transfer of own shares of class B in the Company shall be possible to employees participating in the long-term variable remuneration program 2021. A maximum of 500,000 shares or the higher number that may follow from a recalculation because of a split, bonus issue or similar action may be transferred. (After implementation of the share split 4:1 approved by the Meeting, see below, the maximum number of shares will be 2,000,000). Transfer of own shares to employees shall be possible during the period and at the prices which employees are entitled to purchase shares under the program. The Company currently holds 1,266,113 own B-shares.
Share split and amendment to the Articles of Association
The Meeting approved the Board of Directors’ proposal on share split, including amendment to the Articles of Association, whereby each share is divided into four shares. The Board was authorized to decide a record date for the share split.
The Board of Directors
Investor AB (publ)
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Received questions from shareholders and answers from Investor
Letter from Aktiespararna and Folksam
Both Aktiespararna and Folksam have sent letters to Investor and other companies ahead of the Annual General Meeting 2021.
Investor appreciates the opportunity to interact and have a dialogue with our shareholders. Investor would therefore want to clarify what steps we have taken, given the ongoing pandemic, to facilitate for the shareholders to form an opinion about Investor’s development 2020 and about the proposals brought forward to the Annual General Meeting as well as to have the possibility to raise questions to the Board and Management. The Annual General Meeting on May 5, 2021 is conducted by advance voting.
The Notice and the proposed resolutions were published on March 30, 2021. Investor’s Chair and CEO will address different topics as well as discuss Investors’ development 2020 in a pre-recorded webcast. The webcast will be published on May 3, 2021 on Investor’s webpage, in advance of the Annual General Meeting. On May 3, Investor Chair and CEO will also host a live conference call so that shareholders and media can raise questions directly to them.
Folksam has also urged companies to let the Annual General Meeting decide on the companies’ climate strategy. Climate risk is indeed a large global challenge. Investor’s view is that the decision on what climate strategy a company should pursue is an operational decision, and not for the owners to decide on. Investor’s Board of Directors has decided on climate targets in line with the Paris Agreement – halving CO2 emissions by 2030 with 2016 as the base-year – for Investor as a company and for our total portfolio.
Letter from 1st AP Fund
1st AP Fund wishes the board to report on the process for producing the proposal for an incentive program, which persons and any consultants have participated (in addition to the remuneration committee and the board) and in what way these persons have participated.
None of the Investor AB board members participate in Investor’s incentive programs, except for Johan Forssell, the CEO of the company. The CEO does not participate when the bord makes decisions in relation to the remuneration of the CEO, including decisions regarding incentive programs.
Investor’s Remuneration Committee is responsible for matters concerning remuneration of the management group, such as evaluation and preparation of proposals regarding remuneration guidelines and incentive programs for the management group. The Remuneration Committee is ultimately responsible and has the ultimate influence over principles, definitions and conditions concerning Investor’s remuneration programs. Based on the Remuneration Committee’s recommendation, the board makes the final decision regarding the design and main conditions (including goal fulfillment criteria) for the incentive program proposal that the board proposes to the annual general meeting.
As presented above, consequently, those who are included in Investor’s incentive programs have not had any major influence over the program and have not participated in decisions regarding the final design of the incentive program.
Question about Electrolux
What is your view on Electrolux’s situation and the talk about a divestment of the U.S. operations? Is Investor going to be a driving force in that question?
We never comment hypothetical transactions and speculation. What we can say is that, as an owner, we work through the boards of our companies and based on our value creation plans, we try to drive those initiatives that we believe will contribute to profitable growth, operational efficiency, a sound industrial structure, financial flexibility, sustainable business models, etc. In the case of Electrolux, we have commented that improving the performance in the U.S. operations is a key priority for the company.
Question regarding SEB’s approach on fossil fuels
As a shareholder in Investor it is distressing to read about Fair Finance’s review of among others the Swedish banks support to the fossil industry, see link SEB being ranked at the bottom is something Investor should focus on to improve. My question is what steps Investor is taking so that SEB will move towards financing more sustainable customers? As it is now, SEB does not match Investor’s Sustainability Policy.
Climate risk is truly one of the great global challenges. To address this, Investor has decided on targets for our total portfolio of companies to halve emissions per 2030 and in accordance with the Paris Agreement. As of 2020, our portfolio companies had reduced their CO2 emissions by 40 percent compared to 2016. Regarding SEB, the bank in February decided on a new policy on fossil fuels. We support this step as we believe it is the right way forward and as it is in line with the Paris Agreement.