2024 Annual General Meeting

General meetings

Shareholders exercise their voting rights at general meetings. The general meeting is Alfa Laval’s highest decision-making body. At the general meeting, the Board of Directors and Auditors are elected, and the Chairman of the Board is appointed. Decisions are also made regarding compensation to the Board of Directors, discharge of the Board members and the president from liability as well as adoption of the income statement, balance sheet, Executive Remuneration Policy and distribution of the company’s profit.

In case the Articles of Association or the applicable instructions for the Nominating Committee are to be changed, such resolutions are also decided by the general meeting.

Each shareholder who is listed in the register of shareholders and has notified the company of their participation is entitled to participate in a general meeting and vote according to their shares. Shareholders are entitled to be represented by a proxy at the meeting. Most proposals addressed at a general meeting are decided by a simple majority. However, certain resolutions require a qualified majority, such as changes to the Articles of Association or repurchase of shares. Every shareholder, regardless of the size of their holding, is entitled to have an item brought up at a general meeting.

Alfa Laval’s ordinary general meeting (the Annual General Meeting) is held annually within six months of the end of the fiscal year. Normally, the Annual General Meeting takes place in late April in Lund. The date and location of the Annual General Meeting are announced not later than in conjunction with the publication of the interim report for the third quarter.

Notice of the Annual General Meeting is published as an announcement in the Swedish Official Gazette and on the company’s website not more than six and not less than four weeks prior to the Annual General Meeting.

2023 Annual General Meeting

The 2023 Annual General Meeting of Alfa Laval AB was held on April 25, 2023 at Scandic Star Lund, Glimmervägen 5, Lund, Sweden.

The notice of the Meeting was issued on March 21, 2023. Shareholders who wished to participate in the Annual General Meeting could either participate by advance voting or at the venue in person or by a proxy.

A total of 297,730,427 votes and shares were registered at the Meeting. Dennis Jönsson, Chairman of the Board, was appointed as Chairman of the general meeting.

The Meeting adopted the agenda proposed in the convening notice and decided on the below resolutions in accordance with the proposals from the Nominating Committee and the Board of Directors. The CEO of the company held a presentation during the general meeting which was published on Alfa Laval’s website after the Meeting.

The minutes from the 2023 Annual General Meeting, the notice and all other information related to the Meeting are available at www.alfalaval.com/investors/corporate-governance/.

Resolutions passed by the 2023 Annual General Meeting

• The Meeting adopted the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet, as presented in the 2022 Annual Report.
• The Meeting resolved on a dividend of SEK 6 per share, with April 27, 2023, as record date.
• The Meeting resolved to discharge all individuals who held positions in Alfa Laval AB as Board members, deputy members or president during 2022 from liability in respect of their management of the company’s business for the 2022 fiscal year.
• The Meeting approved the remuneration report prepared by the Board of Directors.
• The Meeting resolved that the number of Board members elected by the Meeting was to be nine, with no deputy members. This resolution led to an increase in the number of Board members by one compared with the previous year. The Meeting also resolved that the number of Auditors was to be two with two deputy Auditors.
• The Meeting resolved on compensation to non-executive Board members in an amount of SEK 7,150,000 with an additional compensation to the Chairman and other members of the Audit Committee and the Remuneration Committee.
• The Meeting resolved, for the time up to the end of the 2024 Annual General Meeting, to re-elect Dennis Jönsson, Finn Rausing, Henrik Lange, Jörn Rausing, Lilian Fossum Biner, Ray Mauritsson and Ulf Wiinberg as Board members, to elect Anna Müller and Nadine Crauwels as new members of the Board, as well as to re-appoint Dennis Jönsson as Chairman of the Board.
• The Meeting resolved for the time up to the end of the Annual General Meeting 2024, to re-elect the Authorized Public Accountant Karoline Tedevall and to elect the Authorized Public Accountant Andreas Troberg as the company’s Auditors, as well as to re-elect the Authorized Public Accountants Henrik Jonzén and Andreas Mast as deputy Auditors.
• The Annual General Meeting resolved to reduce the share capital by cancellation of 550,508 shares, repurchased under Alfa Laval’s share buy-back programme, and that the reduction amount was to be transferred to the company’s non-restricted equity. This led to a reduction of the share capital by SEK 1,485,377.34. Simultaneously the general meeting resolved to restore the share capital with SEK 1,485,377.34 by way of a bonus issue without issuing new shares and that the amount was to be transferred from the company’s non-restricted equity. The resolutions were supported by share- holders holding at least two-thirds of both votes cast and the shares represented at the Meeting.
• The Meeting resolved, in accordance with the Board of Directors’ proposal included in the notice, to amend the Executive Remuneration Policy adopted by the Annual General Meeting 2021.

The 2024 Annual General Meeting pertains to the 2023 fiscal year. The 2023 Annual General Meeting pertains to the 2022 fiscal year.