Notice convening the Annual General Meeting of AB Electrolux


The shareholders of AB Electrolux are invited to participate in the Annual
General Meeting to be held on Wednesday, April 6, 2016 at 5 p.m. at Stockholm
Waterfront Congress Centre, Nils Ericsons plan 4, Stockholm, Sweden.
Registration and notification

Shareholders who wish to participate in the Annual General Meeting must

  · be recorded in the share register kept by Euroclear Sweden AB on Thursday,
March 31, 2016, and

  · give notice of intent to participate to the company not later than on
Thursday, March 31, 2016.

Notice of intent to participate can be given on the Group’s web site,
www.electroluxgroup.com/agm2016, by telephone +46‑8‑402 92 79 on weekdays
between 9 a.m. and 4 p.m. or by letter to AB Electrolux, c/o Euroclear Sweden
AB, Box 191, 101 23 Stockholm, Sweden.

Please include in the notice name, personal or organization identification
number, address, telephone number and the number of assistants attending (if
any). Shareholders represented by proxy should submit the proxy to the company
prior to the Annual General Meeting. Proxy forms in Swedish and English are
available on the Group’s web site, www.electroluxgroup.com/agm2016.

Shareholders that have their shares registered in the name of a nominee must, in
addition to giving notice of participation in the meeting, temporarily be
recorded in the share register in their own names (so called voting-rights
registration) to be able to participate in the General Meeting. In order for
such registration to be effectuated on Thursday, March 31, 2016, shareholders
should contact their bank or trustee well in advance of that date.

Agenda

1.      Election of Chairman of the Meeting.

2.      Preparation and approval of the voting list.

3.      Approval of the agenda.

4.      Election of two minutes-checkers.

5.      Determination as to whether the meeting has been properly convened.

6.      Presentation of the Annual Report and the Audit Report as well as the
Consolidated Accounts and the Audit Report for the Group.

7.      Speech by the President, Jonas Samuelson.

8.      Resolution on adoption of the Income Statement and the Balance Sheet as
well as the Consolidated Income Statement and the Consolidated Balance Sheet.

9.      Resolution on discharge from liability of the Directors and the
President.

10.     Resolution on dispositions in respect of the company’s profit pursuant
to the adopted Balance Sheet and determination of record date for dividend.

11.     Determination of the number of Directors and Deputy Directors.

12.     Determination of fees to the Board of Directors.

13.     Election of Board of Directors and Chairman of the Board of Directors.

a)   Election of Petra Hedengran as Director. (re-election)

b)   Election of Hasse Johansson as Director. (re-election)

c)   Election of Ronnie Leten as Director. (re-election)

d)   Election of Ulla Litzén as Director. (new election)

e)   Election of Bert Nordberg as Director. (re-election)

f)   Election of Fredrik Persson as Director. (re-election)

g)   Election of David Porter as Director. (new election)

h)   Election of Jonas Samuelson as Director. (new election)

i)    Election of Ulrika Saxon as Director. (re-election)

j)    Election of Ronnie Leten as Chairman. (re-election)

14.     Proposal for resolution on remuneration guidelines for the Electrolux
Group Management.

15.     Proposal for resolution on implementation of a performance based, long
-term share program for 2016.

16.     Proposal for resolutions on

         a)   acquisition of own shares,

         b)   transfer of own shares on account of company acquisitions and

         c)   transfer of own shares on account of the share program for 2014.

17.     Closing of the meeting.

Item 1 – Chairman of the Meeting

The Electrolux nomination committee, consisting of the Chairman Johan Forssell,
Investor AB, and the members Mathias Leijon, Nordea Investment Management, Kaj
Thorén, Alecta, and Marianne Nilsson, Swedbank Robur funds, Ronnie Leten and
Torben Ballegaard Sørensen, Chairman and Director, respectively, of the Board of
Directors of the company, proposes:

  · Eva Hägg, member of the Swedish Bar Association, as chairman of the Annual
General Meeting.

Item 10 – Dividend and record date

The Board of Directors proposes a dividend for 2015 of SEK 6.50 per share and
Friday, April 8, 2016, as record date for the dividend. Subject to resolution by
the General Meeting in accordance with this proposal, dividend is expected to be
distributed by Euroclear Sweden AB on Wednesday, April 13, 2016.

Item 11 – Number of Directors

The nomination committee proposes:

  · Nine Directors and no Deputy Directors.

Item 12 – Fees to the Board of Directors

The nomination committee proposes Directors’ fees as follows:

  · SEK 2,030,000 to the Chairman of the Board of Directors and SEK 560,000 to
each of the other Directors appointed by the Annual General Meeting not employed
by Electrolux; and
  · for committee work, to the members who are appointed by the Board of
Directors: SEK 250,000 to the Chairman of the audit committee and SEK 95,000 to
each of the other members of the committee and SEK 120,000 to the Chairman of
the remuneration committee and SEK 60,000 to each of the other members of the
committee.

Items 13 – Election of the Board of Directors and Chairman of the Board

The nomination committee proposes:

  · Re-election of the Directors Petra Hedengran, Hasse Johansson, Ronnie Leten,
Bert Nordberg, Fredrik Persson and Ulrika Saxon.
  · Election of Ulla Litzén, David Porter and Jonas Samuelson as new Directors.
  · Ronnie Leten as Chairman of the Board of Directors.

Item 14 – Remuneration guidelines for the Electrolux Group Management

The Board of Directors proposes that the Annual General Meeting approve
guidelines for remuneration and other terms of employment for the Electrolux
Group Management on the following terms:

The guidelines set forth herein, that in all material respects correspond to
those resolved at the Annual General Meeting 2015, shall apply to the
remuneration and other terms of employment for the President and CEO and other
members of Group Management of Electrolux (“Group Management”). Group Management
currently comprises twelve executives.

The principles shall be applied for employment agreements entered into after the
Annual General Meeting in 2016 and for changes made to existing employment
agreements thereafter.

Remuneration for the President and CEO is resolved upon by the AB Electrolux
Board of Directors, based on the recommendation of the Remuneration Committee.
Remuneration for other members of Group Management is resolved upon by the
Remuneration Committee and reported to the Board of Directors.

Note 27 of the Annual Report includes a detailed description of existing
remuneration arrangements for Group Management, including fixed and variable
compensation, long-term incentive programs and other benefits.

Guidelines

Electrolux shall strive to offer total remuneration that is fair and competitive
in relation to the country or region of employment of each Group Management
member. The remuneration terms shall emphasize ‘pay for performance’, and vary
with the performance of the individual and the Group. The total remuneration for
Group Management may comprise the components set forth hereafter.

Fixed compensation

The Annual Base Salary (“ABS”) shall be competitive relative to the relevant
country market and reflect the scope of the job responsibilities. Salary levels
shall be reviewed periodically (usually annually) to ensure continued
competitiveness and to recognize individual performance.

Variable compensation

Following the ‘pay for performance’ principle, variable compensation shall
represent a significant portion of the total compensation for Group Management.
Variable compensation shall always be measured against pre-defined targets and
have a maximum above which no pay out shall be made.

Variable compensation shall principally relate to financial performance targets.

Non-financial targets may also be used in order to strengthen the focus on
delivering on the Group’s strategic plans. The targets shall be specific, clear,
measurable and time bound and be determined by the Board of Directors.

Short Term Incentive (STI)

Group Management members shall participate in an STI (short term incentive) plan
under which they may receive variable compensation. The objectives in the STI
plan shall mainly be financial. These shall be set based on annual financial
performance of the Group and, for the sector heads, of the sector for which the
Group Management member is responsible.

The maximum STI entitlements shall be dependent on job position and may amount
up to a maximum of 100 per cent of ABS. Reflecting current market conditions,
the STI entitlement for Group Management members in the U.S. may amount up to a
maximum of 150 per cent of ABS if the maximum performance level is reached.

STI payments for 2016 are
estimated[1] (http://file:///C:/Users/FrykhDan/Documents/Press%20releases/160226
% 
20-%20Notice%20to%20AGM/160226%20
-%20Notice%20convening%20the%20AGM%20of%20AB%20Electrolux.docx#_ftn1) to range
between no payout at minimum level and SEK 67m (excluding social costs) at
maximum level.

Long Term Incentive (LTI)

Each year, the Board of Directors will evaluate whether or not a long-term
incentive program shall be proposed to the General Meeting. Long-term incentive
programs shall always be designed with the aim to further enhance the common
interest of participating employees and Electrolux shareholders of a good long
-term development for Electrolux.

The costs for the LTI program proposed for 2016 are
estimated[2] (http://file:///C:/Users/FrykhDan/Documents/Press%20releases/160226
% 
20-%20Notice%20to%20AGM/160226%20
-%20Notice%20convening%20the%20AGM%20of%20AB%20Electrolux.docx#_ftn2) to
SEK 319m (including social costs) at maximum level. For information on the
proposed LTI program, please refer to the Board’s separate proposal.

Extraordinary arrangements

Other variable compensation may be approved in extraordinary circumstances,
under the conditions that such extraordinary arrangement shall, in addition to
the target requirements set out above, be made for recruitment or retention
purposes, are agreed on an individual basis, shall never exceed three (3) times
the ABS and shall be earned and/or paid out in installments over a minimum
period of two (2) years.

Costs for extraordinary arrangements during 2015 amounts to approximately
SEK 8.8m. Costs for extraordinary arrangements which have not yet been paid out
are currently estimated to approximately SEK 9.5m.

Pension and Benefits

Old age pension, disability benefits and medical benefits shall be designed to
reflect home country practices and requirements. When possible, pension plans
shall be based on defined contribution. In individual cases, depending on tax
and/or social security legislation to which the individual is subject, other
schemes and mechanisms for pension benefits may be approved.

Other benefits may be provided on individual level or to the entire Group
Management. These benefits shall not constitute a material portion of total
remuneration.

Notice of Termination and Severance Pay

The notice period shall be twelve months if the Group takes the initiative and
six months if the Group Management member takes the initiative.

In individual cases, severance pay may be approved in addition to the notice
periods. Severance pay may only be payable upon the Group’s termination of the
employment arrangement or where a Group Management member gives notice as the
result of an important change in the working situation, because of which he or
she can no longer perform to standard. This may be the case in e.g. the event of
a substantial change in ownership of Electrolux in combination with a change in
reporting line and/or job scope.

Severance pay may for the individual include the continuation of the ABS for a
period of up to twelve months following termination of the employment agreement;
no other benefits shall be included. These payments shall be reduced with the
equivalent value of any income that the individual earns during that period of
up to twelve months from other sources, whether from employment or independent
activities.

Deviations from the guidelines

The Board of Directors shall be entitled to deviate from these guidelines if
special reasons for doing so exist in any individual case.

Item 15 – Implementation of a performance based long-term share program for 2016

The Board of Directors has decided to propose a long-term incentive program for
2016. 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 Group and its shareholders.

The Board of Directors proposes, in view of the above, that the Annual General
Meeting resolves to implement a performance based, long-term share program for
2016 (the “Share Program 2016”) with the following principal terms and
conditions:

a)       The program is proposed to include up to 250 senior managers and key
employees of the Electrolux Group, who are divided into five groups; the
President and CEO (“Group 1”), other members of Group Management (“Group 2”),
and three additional groups for other senior managers and key employees (“Group
3-5”). Invitation to participate in the program shall be provided by Electrolux
no later than on May 16, 2016.

b)       Participants are offered to be allocated Performance Shares, provided
that the participant remains employed until January 1, 2019. Exemptions to this
requirement may be prescribed in specific cases, including a participant’s
death, disability, retirement or the divestiture of the participant’s employing
company from the Electrolux Group.

c)       The Performance Shares shall be based on maximum performance values for
each participant category. The maximum performance value for the participants in
Group 1 will be 100 per cent of the participant’s annual base salary for 2016,
for participants in Group 2, 90 per cent of the participant’s annual base salary
for 2016, for participants in Group 3, 80 per cent of the participant’s annual
base salary for 2016, for participants in Group 4, 60 per cent of the
participant’s annual base salary for 2016, and for participants in Group 5, 40
per cent of the participant’s annual base salary for 2016. The total sum of the
maximum values of the Performance Shares thus defined for all participants will
not exceed SEK 296m excluding social costs.

d)       Each maximum value shall thereafter be converted into a maximum number
of Performance
Shares[3] (http://file:///C:/Users/FrykhDan/Documents/Press%20releases/160226%20
-%20Notice%20to%20AGM/160226%20
-%20Notice%20convening%20the%20AGM%20of%20AB%20Electrolux.docx#_ftn3), based on
the average closing price paid for Electrolux B shares on Nasdaq Stockholm
during a period of ten trading days before the day the participants are invited
to participate in the program, reduced by the present value of estimated
dividend payments for the period until shares are allotted.

e)       The calculation of the number of Performance Shares shall be connected
to performance targets for the Group established by the Board for (i) earnings
per share, (ii) return on net
assets,[4] (http://file:///C:/Users/FrykhDan/Documents/Press%20releases/160226%2
0 
-%20Notice%20to%20AGM/160226%20
-%20Notice%20convening%20the%20AGM%20of%20AB%20Electrolux.docx#_ftn4) and (iii)
organic sales growth, for the 2016 financial year. The performance targets
adopted by the Board will stipulate a minimum level and a maximum level, with
the relative weight of the performance targets (i), (ii) and (iii) being 25 per
cent, 50 per cent and 25 per cent respectively.

f)        Performance outcome of the established performance targets will be
determined by the Board after the expiry of the one-year performance period. If
the maximum performance level is reached or exceeded, the allocation will amount
to (and will not exceed) the maximum number of Performance Shares following from
c) and d). If performance is below the maximum level but exceeds the minimum
level, a proportionate allocation of shares will be made. No allocation will be
made if performance amounts to or is below the minimum level. Information on the
performance targets and the outcome will be provided no later than in connection
with the allocation of Performance Shares in accordance with h).

g)       The total award of Performance Shares may never exceed one (1) per cent
of the total number of shares in Electrolux. If required, allotments shall be
reduced to ensure that this dilution cap is observed.

h)       If all conditions in the Share Program 2016 are met, allocation of
Performance Shares will take place in the first half of 2019. Allocation will be
free of charge except for tax liabilities.

i)         Certain deviations in or adjustments of the terms and conditions for
the Share Program 2016 may be made based on local rules and regulations as well
as applicable market practice or market conditions.

j)         The Board of Directors, or a committee established by the Board for
these purposes, shall be responsible for the preparation and management of the
Share Program 2016, within the framework of the aforementioned terms and
conditions.

k)       If material changes would occur within the Electrolux Group or on the
market that, according to the Board’s assessment, would lead to the conditions
for allocation of Performance Shares no longer being reasonable, the Board will
have the right to make also other adjustments of the Share Program 2016,
including e.g. a right to resolve on a reduced allotment of shares.

Costs for the Share Program 2016

The total costs for the Share Program 2016 if the maximum number of Performance
Shares are delivered, are estimated to a maximum of SEK 319m, which corresponds
to approximately 1.7 per cent of total employment cost for 2015. The costs will
be recognized over the years 2016–2018.  The costs have been calculated as the
sum of salary costs, including social costs, 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 salary costs have been calculated based on the value, at the start of the
program, of the Performance Shares that may be allotted at maximum performance,
with a reduction of the present value of estimated dividend payments during a
three-year period. The estimate on maximum costs assumes maximum performance and
that the number of participants that will leave the Group during the performance
period is the same as the historical average since the introduction of share
programs in 2004. In the calculation, a maximum share price of SEK 289 per share
has been applied.

If repurchased shares are allocated under the program the number of outstanding
shares is estimated to increase with not more than 1,934,000 B
shares.[5] (http://file:///C:/Users/FrykhDan/Documents/Press%20releases/160226%2
0 
-%20Notice%20to%20AGM/160226%20
-%20Notice%20convening%20the%20AGM%20of%20AB%20Electrolux.docx#_ftn5) Such
maximum increase would have a dilutive effect on earnings per share of
approximately 0.67 per cent. The total maximum increase in the number of
outstanding shares of all outstanding share programs is estimated to not more
than 3,909,510 B shares, corresponding to a dilutive effect on earnings per
share of approximately 1.3 per cent. In this calculation, maximum allotment of
shares has been assumed for Share Program 2016 and expected allotment has been
assumed for the share programs for 2014 and 2015.

The above calculations assume that Electrolux undertakings under the Share
Program 2016 are secured with own shares.

Hedging measures for the Share Program 2016

The Board of Directors does not currently propose any method for securing the
undertakings under the Share Program 2016. Delivery of Performance Shares in
accordance with the terms of the Share Program 2016 will take place in 2019.

Preparation of the proposal for the Share Program 2016

The proposal regarding the Share Program 2016 has been prepared by the
Remuneration Committee and the Board of Directors.

Previous incentive programs in Electrolux

For a description of the company’s other share related incentive programs,
reference is made to the annual report for 2015, note 27, and the company’s
website, www.electroluxgroup.com. In addition to the programs described, no
other share related incentive programs have been implemented in Electrolux.

Item 16 – Acquisition and transfer of own shares

Electrolux has previously, on the basis of authorisations by the Annual General
Meetings, acquired own shares for the purpose of using these shares to finance
potential company acquisitions and as a hedge for the company’s share related
incentive programs. As of January 1, 2016, Electrolux held 21,522,858 own
B shares, corresponding to approximately 7.0 per cent of the total number of
shares in the company.

The Board of Directors makes the assessment that it continues to be advantageous
for the company to be able to adapt the company’s capital structure, thereby
contributing to increased shareholder value, and to continue to be able to use
repurchased shares on account of potential company acquisitions and the
company’s share related incentive programs.

In view of the above, the Board of Directors proposes as follows.

A.    Acquisition of own shares

The Board of Directors proposes the Annual General Meeting to authorize the
Board of Directors, for the period until the next Annual General Meeting on one
or several occasions, to resolve on acquisitions of shares in the company as
follows.

 1. The company may acquire as a maximum so many B shares that, following each
acquisition, the company holds at a maximum 10 per cent of all shares issued by
the company.
 2. The shares may be acquired on Nasdaq Stockholm.
 3. Acquisition of shares may only be made at a price per share at each time
within the prevailing price interval for the share.
 4. Payment for the shares shall be made in cash.

The purpose of the proposal is to be able to adapt the company’s capital
structure, thereby contributing to increased shareholder value, and to be able
to use repurchased shares on account of potential company acquisitions and the
company’s share related incentive programs.

The Board of Directors has issued a statement pursuant to Chapter 19, Section 22
of the Swedish Companies Act.

B.    Transfer of own shares on account of company acquisitions

The Board of Directors proposes the Annual General Meeting to authorize the
Board of Directors, for the period until the next Annual General Meeting on one
or several occasions, to resolve on transfers of the company’s own shares in
connection with or as a consequence of company acquisitions as follows.

 1. Own B shares held by the company at the time of the Board of Director’s
decision may be transferred.
 2. The shares may be transferred with deviation from the shareholders’
preferential rights.
 3. Transfer of shares may be made at a minimum price per share corresponding to
an amount in close connection with the price of the company’s shares on Nasdaq
Stockholm at the time of the decision on the transfer.
 4. Payment for the transferred shares may be made in cash, by contributions in
kind or by a set-off of company debt.

C.    Transfer of own shares on account of the share program for 2014

The Board of Directors proposes, on account of the share program for 2014, that
the Annual General Meeting resolves that the company shall be entitled, for the
period until the next Annual General Meeting on one or several occasions, to
transfer a maximum of 1,250,000 B shares in the company for the purpose of
covering costs, including social security charges, that may arise as a result of
the aforementioned program. Such transfers may take place on Nasdaq Stockholm at
a price within the prevailing price interval from time to time.

Majority requirement

In order for the resolutions by the General Meeting in accordance with the Board
of Directors’ proposals in item 16 above to be valid, the resolutions must be
accepted by shareholders holding no less than two thirds of the votes cast as
well as the shares represented at the General Meeting.

Shares and votes

There are in total 308,920,308 shares in the company of which, as of February
25, 2015, 8,192,539 are A-shares, each carrying one vote, and 300,727,769 are B
-shares, each carrying one-tenth of a vote, corresponding to in total
38,265,315.9 votes. As of the same date the company holds 21,522,858 own B
-shares, corresponding to 2,152,285.8 votes that may not be represented at the
General Meeting.

Information at the Annual General Meeting

The Board of Directors and the CEO shall, if any shareholder so requests 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. Shareholders wishing to
submit questions in advance may send them to AB Electrolux, Attn: Office of the
General Counsel, SE‑105 45 Stockholm, Sweden.

Documents

The Annual Report (including the Board of Directors’ statement pursuant to
Chapter 18, Section 4 of the Swedish Companies Act relating to the proposal
under item 10 above), the Auditor’s Report, the Auditor’s statement pursuant to
Chapter 8, Section 54 of the Swedish Companies Act regarding the remuneration
guidelines for the group management, the Board of Directors’ statement pursuant
to Chapter 19, Section 22 of the Swedish Companies Act relating to the proposal
under item 16 a) above will be available at the company,

AB Electrolux, C‑J, SE‑105 45 Stockholm, Sweden and on the Group’s web site,
www.electroluxgroup.com/agm2016, as from March 4, 2016. The documents will also
be sent 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 February 2016

AB Electrolux (publ)

THE BOARD OF DIRECTORS

----------------------------------------------------------------------

[1] (http://file:///C:/Users/FrykhDan/Documents/Press%20releases/160226%20
-%20Notice%20to%20AGM/160226%20
-%20Notice%20convening%20the%20AGM%20of%20AB%20Electrolux.docx#_ftnref1)
Estimation made on the assumption that Group Management is unchanged.

[2] (http://file:///C:/Users/FrykhDan/Documents/Press%20releases/160226%20
-%20Notice%20to%20AGM/160226%20
-%20Notice%20convening%20the%20AGM%20of%20AB%20Electrolux.docx#_ftnref2) See
footnote 1 above.

[3] (http://file:///C:/Users/FrykhDan/Documents/Press%20releases/160226%20
-%20Notice%20to%20AGM/160226%20
-%20Notice%20convening%20the%20AGM%20of%20AB%20Electrolux.docx#_ftnref3) 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.

[4] (http://file:///C:/Users/FrykhDan/Documents/Press%20releases/160226%20
-%20Notice%20to%20AGM/160226%20
-%20Notice%20convening%20the%20AGM%20of%20AB%20Electrolux.docx#_ftnref4) With a
possibility for the Board of Directors to make adjustments to (i) and (ii) for
extraordinary events.

[5] (http://file:///C:/Users/FrykhDan/Documents/Press%20releases/160226%20
-%20Notice%20to%20AGM/160226%20
-%20Notice%20convening%20the%20AGM%20of%20AB%20Electrolux.docx#_ftnref5) 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.
For further information, contact Electrolux Press Hotline, +46 8 657 65 07.

Electrolux discloses the information provided herein pursuant to the Securities
Market Act and/or the Financial Instruments Trading Act. The information was
submitted for publication at 08.00 CET on February 26, 2016.
Electrolux is a global leader in home appliances and appliances for professional
use, based on deep consumer insight. We offer thoughtfully designed, innovative
and sustainable solutions, developed in close collaboration with professional
users. The products include refrigerators, ovens, cookers, hobs, dishwashers,
washing machines, vacuum cleaners, air conditioners and small domestic
appliances. Under esteemed brands including Electrolux, AEG, Zanussi, Frigidaire
and Electrolux Grand Cuisine, the Group sells more than 60 million products to
customers in more than 150 markets every year. In 2015, Electrolux had sales of
SEK 124 billion and 58,000 employees. For more information go to
www.electroluxgroup.com

Pièces jointes

02255259.pdf