Notice Convening an Extraordinary General Meeting of AB SKF
GOTHENBURG, Sweden, Sept. 7, 2026 /PRNewswire/ -- The shareholders of AB SKF, reg. no 556007-3495, are invited to participate in an Extraordinary General Meeting to be held on Thursday 1 October 2026 at 11.00 Elite Park Avenue Hotel, Kungsportsavenyn 36–38, Gothenburg, Sweden. The doors are open from 10.00. Light refreshments will be served prior to the Extraordinary General Meeting between 10.00 and 11.00.
Preconditions for participation
1. Shareholders who wish to participate at the Extraordinary General Meeting by postal voting must
- be recorded in the shareholders' register kept by Euroclear Sweden AB as per Wednesday 23 September 2026, and
- notify its intention to participate by casting its postal vote in accordance with the instructions under the heading Postal voting below so that the postal voting is received by Computershare AB no later than Friday 25 September 2026.
2. Shareholders who wish to participate at the Extraordinary General Meeting in person or by proxy in the meeting room must
- be recorded in the shareholders' register kept by Euroclear Sweden AB as per Wednesday 23 September 2026, and
- notify the company of its intention to participate no later than Friday 25 September 2026,
- via the company's website, www.skf.com, or
- by phone +46 (0)31 337 10 03 (weekdays between 09.00 and 16.00), or
- via e-mail to [email protected] (use "AB SKF EGM 2026" as subject), or
- by letter to Computershare AB, "AB SKF EGM 2026", Box 149, 182 12 Danderyd, Sweden.
When notifying the company include details of name, address, telephone number, social security number and number of advisors, if any.
To be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the shareholder's register as per Wednesday 23 September 2026. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than Friday 25 September 2026 are taken into account when preparing the shareholder's register.
Participation in person or by proxy
Shareholders who wish to attend in the meeting room, in person or by proxy, must notify its intention in accordance with B) above. This means that notice by postal voting only is not enough for anyone who wishes to attend in the meeting room.
Where representation is being made by proxy, the proxy form should be sent to the company to the above address or by e-mail to [email protected] well in advance of the Extraordinary General Meeting. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document of authority shall be enclosed.
Postal voting
A special form shall be used for postal voting. The form is available on the company's website, www.skf.com.
The completed and signed voting form must be received by SKF through Computershare AB no later than Friday 25 September 2026. Shareholders may cast their postal votes electronically through Swedish BankID verification via SKF's website www.skf.com. The form may also be submitted by post to Computershare AB, "AB SKF EGM 2026", Box 149, 182 12 Danderyd, Sweden, or via e-mail to [email protected]. Shareholders who are represented by a proxy holder shall submit a proxy form enclosed to the voting form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document of authority shall be enclosed to the form.
Shareholders are not permitted to add special instructions or conditions to their postal votes. If this is done, the vote (i.e. the postal vote in its entirety) will be invalid. Further instructions and conditions can be found on the postal voting form.
For questions about the meeting or to have the postal voting form sent by post, please contact Computershare AB on telephone +46 (0)31 337 10 03 or via e-mail to [email protected].
Agenda
- Opening of the Extraordinary General Meeting
- Election of a Chair for the Extraordinary General Meeting
- Preparation and approval of the voting list
- Approval of agenda
- Election of persons to verify the minutes
- Consideration of whether the Extraordinary General Meeting has been duly convened
- Resolution on distribution of all shares in SKF Vertevo AB and authorization to determine record date
- Closing of the meeting
Proposal under item 2
The Nomination Committee formed according to a resolution of the Annual General Meeting 2020 to represent all shareholders of the company currently consisting of, besides the Chair of the Board of Directors, members elected by FAM, Cevian Capital, AFA Försäkring and Skandia, proposes that the attorney Patrik Marcelius be elected Chair of the Extraordinary General Meeting.
Proposal under item 7
On 17 September 2024, the Board of Directors of AB SKF ("SKF") publicly announced its intention to initiate a separation of SKF's Automotive business with the objective of a separate listing on Nasdaq Stockholm through a Lex Asea distribution to SKF's shareholders. SKF's wholly owned subsidiary, SKF Vertevo AB reg. no 559505-9022 ("SKF Vertevo") including the underlying group, now embodies the Automotive business.
The Board of Directors of SKF proposes that the Extraordinary General Meeting resolves that all shares in SKF's wholly owned subsidiary SKF Vertevo be distributed, whereby five (5) shares of series A in SKF entitle to one (1) share of series A in SKF Vertevo and five (5) shares of series B in SKF entitle to one (1) share of series B in SKF Vertevo. If a shareholder's shareholding in SKF is not evenly divisible by five (5), the fraction of shares which the shareholder's shareholding in SKF otherwise would entitle to in SKF Vertevo will be combined with all other shareholders' fractions of shares into whole shares in SKF Vertevo, which will be sold on Nasdaq Stockholm through Skandinaviska Enskilda Banken AB. The proceeds from such sale, free of any commissions, will then be paid to such shareholders through the Euroclear system on a pro rata basis.
The Board of Directors further proposes that the Extraordinary General Meeting authorises the Board of Directors to determine the record date for the right to receive shares in SKF Vertevo. The record date is expected to take place on 27 November 2026 and the first day of trading in the SKF Vertevo share on Nasdaq Stockholm is expected to occur on 1 December 2026.
The distribution of the shares in SKF Vertevo is expected to be made in accordance with the so-called Lex Asea rules. Lex Asea is a Swedish tax regulation. The provision implies, in brief, that the shares in a subsidiary under certain circumstances can be distributed without triggering any immediate taxation of the dividend for Swedish resident shareholders (instead, the tax basis for the shares in the parent company is allocated between the shares in the parent company and the received shares in the subsidiary).
For purposes of the Swedish Companies Act, the value of the distribution of the shares in SKF Vertevo is determined based on the book value at the time of the distribution of the shares to SKF shareholders by application of the relevant accounting rules. SKF estimates the book value at the time of the distribution to SEK 11,000,000,000 which hence is the total value that is proposed to be distributed to the shareholders.
As of 31 December 2025, SKF's non-restricted equity amounted to SEK 25,966,908,865. On 21 April 2026 the Annual General Meeting resolved on a dividend of SEK 7.75 per share, totalling SEK 3,528,970,777, which reduced the non-restricted equity by the same amount. Accordingly, the amount available for distribution under Chapter 17, Section 3, Paragraph 1 of the Swedish Companies Act is SEK 22,437,938,088.
An information brochure containing additional information regarding the distribution and SKF Vertevo's business is published in connection with this notice.
Majority requirements
In order for the resolution by the Extraordinary General Meeting in accordance with the Board of Directors' proposal under item 7 above to be valid, shareholders representing more than fifty per cent of the votes cast must be in favour of the proposal.
Number of shares and votes, and documentation
When this notice is issued, the total number of shares in the company are 455,351,068, represented by 28,918,310 series A shares and 426,432,758 series B shares, with a total number of votes of 71,561,585.8. The company holds no own shares.
The Nomination Committee's proposal under item 2 and the Board of Directors' proposal under item 7 are included in their entirety in this notice. The company's Annual Report including the sustainability report and the Auditor's Audit and Assurance Report for the financial year 2025 as well as the Board of Directors' statement pursuant to Chapter 18, Section 4 and statement pursuant to Chapter 18, Section 6 of the Swedish Companies Act, a statement from the auditor pursuant to Chapter 18, Section 6 of the Swedish Companies Act and an information brochure relating to the proposal under item 7 are available at AB SKF, Sven Wingquists Gata 2, SE-415 50 Gothenburg, Sweden, and on the Group's web site www.skf.com in conjunction with the issuance of this notice. Copies of the documents will be sent to shareholders upon request and will be available at the Extraordinary General Meeting. A request, including address shall be made to Computershare AB by phone, email or letter as set out under the heading "Preconditions for participation", section B above.
Proxy forms will be available at the company's website, www.skf.
