Pre-Annual General Meeting Information • Mar 31, 2025
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer

The shareholders of Electrolux Professional AB (publ), reg. no. 556003-0354, are hereby given notice of the Annual General Meeting to be held on Wednesday, May 7, 2025, at 15:00 (CEST), at Hotel Courtyard by Marriot, Rålambshovsleden 50, Stockholm, Sweden. Registration at the Annual General Meeting will commence at 14:30 (CEST).
The Board of Directors has decided that shareholders may exercise their voting rights also by postal voting in accordance with the provisions of Electrolux Professional's Articles of Association.
If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued for the proxy. If the shareholder is a legal entity, a registration certificate or equivalent authorization document must be enclosed. In order to facilitate the registration at the Annual General Meeting, the power of attorney, as well as a registration certificate and other authorization documents, should be received by the company at the above address no later than May 5, 2025. Proxy forms are available on the Group's website https://www.electroluxprofessionalgroup.com/en/.
B) Shareholders who wish to participate in the Annual General Meeting by means of postal voting must
A person who wishes to attend the meeting venue in person or by proxy, must give notice in accordance with A) above. Hence, a notice of participation only through postal voting is not sufficient for a shareholder who wishes to attend the meeting venue.
A special form must be used for postal voting. The form for postal voting is available on the Group's website. The completed and signed form for postal voting can be sent by mail to Electrolux Professional AB "Bolagsstämma", c/o Euroclear Sweden AB, P.O Box 191, SE-101 23 Stockholm, Sweden or by e-mail to [email protected]. Completed forms must be received by Euroclear no later than April 30, 2025. Shareholders may also cast their postal votes electronically through verification with Bank-ID via the Euroclear Sweden AB's website https://anmalan.vpc.se/euroclearproxy.
Shareholders may not provide special instructions or conditions to the postal vote. If so, the postal vote in its entirety is invalid. Further instructions and conditions are included in the postal voting form.
If a shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the postal voting form. If the shareholder is a legal entity, a registration certificate or equivalent authorization document must be enclosed with the form. Proxy forms are available on the Group's website.
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the general meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of April 28, 2025. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee's routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than April 30, 2025 will be taken into account in the presentation of the share register.
g) Election of Carsten Voigtländer as Director (re-election).
h) Election of Shannon Garcia as Director (new election).
The Electrolux Professional Nomination Committee, consisting of the Chairman Petra Hedengran, Investor AB, and the members Joachim Spetz, Swedbank Robur Funds, Jesper Wilgodt, Alecta, Anders Hansson, AMF Pension and Funds, and Kai Wärn, Chairman of the Board of Directors of the Company, proposes:
Johan Berg, member of the Swedish Bar Association, as Chairman of the Annual General Meeting.
The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the Annual General Meeting's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
The Board of Directors proposes a dividend for the financial year 2024 of SEK 0.85 per share. The record date is proposed to be May 9, 2025. Subject to resolution by the General Meeting in accordance with this proposal, the dividend is expected to be distributed by Euroclear Sweden AB on May 14, 2025.
The Nomination Committee proposes:
Eight Directors and no Deputy Directors.
The Nomination Committee proposes Directors' fees as follows:
The Nomination Committee also proposes that the Auditor's fee be paid as incurred, for the Auditor's term of office, on approved account.
The Nomination Committee proposes:
Shannon Garcia
Born in 1980. American citizen.
Education: Studies in Mass Communication at Campbell University and Business Administration at Medaille College.
Other board assignments: Executive Committee for Women's Foodservice Forum (non-profit). Current and previous assignments/positions: President Global Markets & Global Chief Operations Officer for Pizza Hut, Yum! Brands. Previously President, Siren Retail & SVP, US and other senior positions within Starbucks Corporation and Senior Vice President, US Business Olive Garden as well as various senior positions within Darden Restaurants Inc. Independence: Independent in relation to the Company and the Group Management Team as well as the Company's major shareholders.
Shareholding: –
The Nomination Committee proposes, in accordance with the recommendation by the Audit Committee, re-election of the audit firm Deloitte AB as the Company's Auditor for the period until the end of the 2026 Annual General Meeting.
The Board of Directors proposes that the Annual General Meeting resolves to implement a performance based, long-term share program for 2025 ("Share Program 2025") in accordance with the below. The Share Program 2025 corresponds in all material respects to last year's long-term share program ("Share Program 2024").
Compared to the Share Program 2024, the Board of Directors proposes that the minimum and maximum levels for generating an outcome in relation to the CO2 emission reduction target are amended to a Year-on-Year CO2 emission reduction with at least 300 tonnes (minimum level) and 550 tonnes or more (maximum level), respectively.
The Board is convinced that the proposed program will be beneficial to the Company's shareholders as it will contribute to the possibilities to recruit and retain competent employees, is expected to increase the commitment and the motivation of the program participants and will strengthen the participants' ties to the Electrolux Professional Group and its shareholders.
a) The program is proposed to include up to 35 senior managers and key employees of the Electrolux Professional Group, who are divided into four groups; CEO and President 5 (9)
("Group 1"); other members of Group Management and other Senior Managers ("Group 2-3"); as well as certain other key employees ("Group 4"). Invitation to participate in the program shall be provided by Electrolux Professional no later than May 30, 2025.
1 With a possibility for the Board of Directors to make adjustments for extraordinary events such as bonus issue, split, rights issue and/or other similar events.
To calculate return on net assets; annualized operating income (EBIT) expressed as a percentage of average net assets, all periods at historical exchange rates. Return on net assets shall be adjusted for acquisitions/divestments of operations.
3 With a possibility for the Board of Directors to make adjustments to (i), (ii) and (iii) for extraordinary events such as bonus issue, split, rights issue, acquisitions/divestments and/or other similar events.
The total costs for the Share Program 2025 if the maximum number of Performance Shares are delivered, are estimated to a maximum of SEK 72m, which corresponds to approximately 3 per cent of total employment cost for 2024. The costs will be recognized over the years 2025-2027.
The costs have been calculated as the sum of salary costs, including social costs, costs for hedging measures and administration costs for the program. Administration costs are estimated to be less than SEK 1m. If no allotment of shares is made, only administration costs will arise. The costs have been calculated based on the value, at the start of the program, of the Performance Shares that may be allotted. The estimate on maximum costs assumes maximum performance and that no participants leave the Group during the term of the program. In the calculation, a maximum share price of SEK 88 per share has been applied.
To ensure delivery of B-shares under Share Program 2025, the Board of Directors proposes that the Annual General Meeting resolves that Electrolux Professional should be able to enter into an equity swap agreement with a third party, in accordance with item 16 B) below.
The proposal regarding the Share Program 2025 has been prepared by the Remuneration Committee and the Board of Directors.
For a description of the Electrolux Professional's other incentive programs, reference is made to the Annual Report for 2024, note 26, and the Company's website, https://www.electroluxprofessionalgroup.com/en/our-company/corporategovernance/management/. In addition to the programs described, no other share or share price
related incentive programs have been implemented in Electrolux Professional.
The Board of Directors proposes that the Annual General Meeting resolves that the expected financial exposure of Share Program 2025 shall be hedged by Electrolux Professional entering into an equity swap agreement with a third party on terms and conditions in accordance with market practice, whereby the third party in its own name shall acquire and transfer B-shares in Electrolux Professional to employees who participate in Share Program 2025.
The resolutions of the Annual General Meeting according to items 16 A)–B) above to i) implement the Share Program 2025, and ii) hedge the expected financial exposure of Share Program 2025 by entering into an equity swap agreement with a third party require that more than half of the votes cast at the Annual General Meeting approve the proposals.
The Board of Directors proposes that the Annual General Meeting authorizes the Board to resolve to issue not more than 28,739,745 B-shares, which represents 10% of the total number of shares in the Company, against payment in kind, on one or several occasions, during the period until the next Annual General Meeting.
The price for the new shares shall be based on the market price of the Company's B-shares. The purpose of the authorization is to facilitate acquisitions where the consideration will be paid with own shares.
The Chairman of the Board of Directors and the CEO respectively, or a person appointed by either of them, is proposed to be authorized to make such minor adjustments to this decision that may be necessary and desirable in connection with the registration of the decision with the Swedish Companies Registration Office and Euroclear Sweden AB.
The Nomination Committee proposes that the Annual General Meeting resolves to adopt a new instruction for the Nomination Committee to apply until further notice. The new instruction for the Nomination Committee is proposed to have the following wording:
There are in total 287,397,450 shares in the Company of which, as of March 31, 2025, 8,027,453 are A-shares, each carrying one vote, and 279,369,997 are B-shares, each carrying one-tenth of vote, corresponding to in total 35,964,452.7 votes.
The board of directors and CEO shall, if any shareholder so request and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the Company's or its subsidiaries' financial situation and the Company's relation to other companies within the Group.
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Information about persons proposed as members of the Board of Directors of Electrolux Professional, information about proposed Auditor and the Nomination Committee's statement etc., can be found on the Company's website, https://www.electroluxprofessionalgroup.com/en/. The Annual Report, the Auditor's Report, the Board of Directors' statement pursuant Chapter 18, Section 4 of the Swedish Companies Act, the Board of Directors' remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act, as well as the Auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the
remuneration guidelines and other terms of employment for the Executive management are available at the Company and on the Company's website no later than three weeks prior to the Annual General Meeting. They will also be sent free of charge to shareholders who so request and state their address. In respect of the other items, complete proposals are provided under the respective item in the Notice.
Stockholm in March 2025 Electrolux Professional AB (publ) THE BOARD OF DIRECTORS
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.