AB Volvo (publ) ("Volvo") gives notice to attend the Annual
General Meeting at Konserthuset, Götaplatsen, Göteborg,
Tuesday, April 4, 2023, at
3.00 p.m.
GOTHENBURG, Sweden, March 2,
2023 /PRNewswire/ -- Volvo warmly welcomes its
shareholders to the Annual General Meeting. The main entrance of
Konserthuset opens for registration at 2.00
p.m. and the Annual General Meeting begins at 3.00 p.m.
Coffee and cakes will be served in connection with the Annual
General Meeting.
A shareholder may participate in the Annual General Meeting at
the venue (in person or represented by a proxy) or through advance
voting (postal voting). Please see the notice for further
instructions on how to participate in the Meeting. The Meeting will
be conducted in Swedish and simultaneously translated into
English.
The notice to attend the Annual General Meeting follows
below.
AB Volvo
March 2, 2023
Journalists wanting further information, please
contact:
Claes Eliasson, Volvo Group Media
Relations, +46 76 553 72 29
For more information, please visit
volvogroup.com For frequent updates, follow us
on Twitter: @volvogroup
The Volvo Group drives prosperity through transport and
infrastructure solutions, offering trucks, buses, construction
equipment, power solutions for marine and industrial applications,
financing and services that increase our customers' uptime and
productivity. Founded in 1927, the Volvo Group is committed to
shaping the future landscape of sustainable transport and
infrastructure solutions. The Volvo Group is headquartered in
Gothenburg, Sweden, employs more
than 100,000 people and serves customers in almost 190 markets. In
2022, net sales amounted to SEK 473
billion (EUR 45 billion).
Volvo shares are listed on Nasdaq Stockholm.
Translation of Swedish original
NOTICE TO ANNUAL GENERAL MEETING OF AB VOLVO (publ)
AB Volvo (publ) ("Volvo") gives notice to attend the Annual
General Meeting at Konserthuset, Götaplatsen, Göteborg,
Tuesday, April 4, 2023, at
3.00 p.m.
Volvo warmly welcomes its shareholders to the Annual General
Meeting. The main entrance of Konserthuset opens for registration
at 2.00 p.m. and the Annual General
Meeting begins at 3.00 p.m . Coffee and cakes will be served in
connection with the Annual General Meeting.
A shareholder may participate in the Annual General Meeting at
the venue (in person or represented by a proxy) or through advance
voting (postal voting). The Meeting will be conducted in Swedish
and simultaneously translated into English.
Right to participate in the Annual General Meeting and notice
of participation
Participation in the Annual General Meeting at the venue
A shareholder who wishes to participate in the Annual General
Meeting at the venue (in person or represented by a proxy) must (i)
be recorded in the share register prepared by Euroclear Sweden AB
relating to the circumstances on March 27,
2023, and (ii) no later than March
29, 2023 give notice of its intention to participate through
mail, telephone or on AB Volvo's website.
Notice of intention to participate in the Annual General Meeting
can be given:
- by telephone to +46 20 39 14 50 or +46 8 402 90 76
(Monday-Friday 9.00 a.m. to 4.00
p.m.),
- by mail addressed to AB Volvo (publ), "AGM", c/o Euroclear
Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, and
- on AB Volvo's website; www.volvogroup.com.
When providing such notice, the shareholder should state name,
personal or corporate registration number, address, telephone
number and the number of any accompanying assistant(s) (maximum two
assistants). Shareholders who are represented by proxy must issue a
written, dated proxy for the representative. Proxy forms are
available at www.volvogroup.com. The proxy should be sent to the
company as set out above well in advance of the Annual General
Meeting. If the proxy is issued by a legal entity, a certificate of
registration or an equivalent certificate of authority should be
enclosed.
Participation by voting in advance
A shareholder who wishes to participate in the Annual General
Meeting by voting in advance (postal voting) must (i) be recorded
in the share register prepared by Euroclear Sweden AB relating to
the circumstances on March 27, 2023,
and (ii) notify its intention to participate in the Meeting no
later than March 29, 2023, by casting
its advance vote in accordance with the instructions below so that
the advance voting form is received by Euroclear Sweden AB no later
than on that day.
A special form shall be used when voting in advance. The form is
available on www.volvogroup.com or can be sent by post on request
by telephone to +46 20 39 14 50 or +46 8 402 90 76 (Monday-Friday
9.00 a.m. to 4.00 p.m.). A completed
and signed form may be submitted via e-mail to
GeneralMeetingService@euroclear.com or by post to AB Volvo (publ),
"AGM", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders may also cast
their votes electronically through BankID verification via
www.volvogroup.com. The shareholder may not provide special
instructions or conditions in the voting form. If so, the vote
(i.e. the advance vote in its entirety) is invalid. Further
instructions and conditions are included in the form for advance
voting.
If a shareholder votes in advance by proxy, a written and dated
power of attorney shall be enclosed to the voting form. Proxy forms
are available at www.volvogroup.com. If the shareholder is a legal
entity, a certificate of incorporation or an equivalent certificate
of authority should be enclosed.
If a shareholder has voted in advance and attends the Annual
General Meeting in person or through a representative, the advance
vote is still valid except to the extent the shareholder
participates in a voting procedure at the Meeting or otherwise
withdraws its advance vote. If the shareholder chooses to
participate in a voting at the Meeting, the vote cast will replace
the advance vote with regard to the relevant item on the
agenda.
Shares registered in the name of a nominee
To be entitled to participate in the Meeting, in addition to
providing notification of participation, a shareholder whose shares
are held in the name of a nominee must register its shares in its
own name so that the shareholder is recorded in the share register
as at March 27, 2023. Such
registration may be temporary (so-called voting right registration)
and is requested from the nominee in accordance with the nominee's
procedures and such time in advance as the nominee determines.
Voting right registrations completed not later than March 29, 2023 are taken into account when
preparing the register of shareholders.
Proposed agenda
Matters:
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of persons to approve the minutes
6. Determination of whether the Meeting has been duly
convened
7. Presentations by the Chairman of the Board and the
President and CEO
8. Presentation of the Annual Report and the Auditor's
Report as well as the Consolidated Accounts and the Auditor's
Report on the Consolidated Accounts
9. Adoption of the Income Statement and Balance Sheet and
the Consolidated Income Statement and Consolidated Balance
Sheet
10. Resolution in respect of the disposition to be made of
the company's profits
11. Resolution regarding discharge from liability of the
Board members and of the President and CEO
12. Determination of the number of Board members and
deputy Board members to be elected by the Meeting
13. Determination of the remuneration to the Board
members
14. Election of Board members
The Election Committee proposes election of the following
Board members:
14.1 Matti Alahuhta (re-election)
14.2 Bo Annvik (new election)
14.3 Jan Carlson
(re-election)
14.4 Eric Elzvik (re-election)
14.5 Martha Finn
Brooks (re-election)
14.6 Kurt Jofs
(re-election)
14.7 Martin
Lundstedt (re-election)
14.8 Kathryn V.
Marinello (re-election)
14.9 Martina Merz
(re-election)
14.10 Helena
Stjernholm (re-election)
14.11 Carl-Henric
Svanberg (re-election)
15. Election of the Chairman of the Board
The Election Committee proposes re-election of Carl-Henric Svanberg as Chairman of the
Board
16. Determination of the remuneration to the Auditors
17. Election of Auditors and Deputy Auditors
18. Election of members of the Election Committee
19. Presentation of the Board's remuneration report for
approval
20. Resolution regarding guidelines for remuneration to
the Volvo Group Executive Board, and new long-term incentive
plan
20.1 The Board's proposal for guidelines for remuneration
to the Volvo Group Executive Board
20.2 The Board's proposal for a new long-term
incentive plan
Motions
Point 2: The Election Committee proposes attorney Erik
Sjöman to be the Chairman of the Meeting.
Point 10: The Board proposes payment of an ordinary
dividend of SEK 7.00 per share and an
extra dividend of SEK 7.00 per share.
Thursday, April 6, 2023, is proposed
by the Board as the record date to receive the dividend. If the
Meeting resolves in accordance with the proposal, payment of the
dividend is expected to be performed through Euroclear Sweden AB on
Thursday, April 13, 2023.
Point 12: The Election Committee proposes eleven
members and no deputy members to be elected by the Meeting.
Point 13: The Election Committee proposes that the
Chairman of the Board will be awarded SEK
3,925,000 (3,850,000) and each of the other members elected
by the Annual General Meeting SEK
1,175,000 (1,150,000) with the exception of the President
and CEO. Furthermore, the Election Committee proposes that the
Chairman of the Audit Committee will be awarded SEK 445,000 (405,000), the other members of the
Audit Committee SEK 250,000 (190,000)
each, the Chairman of the Remuneration Committee SEK 175,000 (170,000), the other members of the
Remuneration Committee SEK 130,000
(125,000) each, the Chairman of the Volvo CE Transformation
Committee SEK 300,000 (200,000) and
the other members of the Volvo CE Transformation Committee
SEK 200,000 (170,000) each.
Point 14-15: The Election Committee's proposals are
set out in the proposed agenda. A presentation of the candidates
proposed by the Election Committee is available on
www.volvogroup.com.
Point 16: The Election Committee proposes that the fees
to the Auditors shall be paid in accordance with approved
invoices.
Point 17: The Election Committee proposes, in accordance
with the Board's and the Audit Committee's recommendation, that the
registered firm of auditors Deloitte AB is elected as Auditor for
the period until the close of the Annual General Meeting 2024.
Point 18: The Election Committee proposes that Pär
Boman (AB Industrivärden), Anders
Oscarsson (AMF and AMF Funds), Magnus Billing (Alecta), Anders Algotsson (AFA
Insurance) and the Chairman of the Board are elected members of the
Election Committee and that no fees are paid to the members of the
Election Committee.
Point 20.1: The Board proposes that the Annual
General Meeting adopts the following guidelines for remuneration to
the Volvo Group Executive Board.
Guidelines for remuneration to the Volvo Group Executive
Board
These guidelines concern the remuneration and other terms of
employment for the members of the Volvo Group Executive Board
("Executives").
The guidelines are forward-looking, i.e. they are applicable to
remuneration agreed, and amendments to remuneration already agreed,
after the proposed adoption of these guidelines by the 2023 annual
general meeting. These guidelines do not apply to any remuneration
separately decided or approved by the general meeting.
The guidelines' promotion of the Volvo Group's business
strategy, long-term interests and sustainability
It is a prerequisite for the successful implementation of the
Volvo Group's business strategy and safeguarding of its long-term
interests, including its sustainability, that the Group can
recruit, retain and develop senior management. These guidelines
enable AB Volvo to offer Executives a competitive total
remuneration. More information regarding the Volvo Group's business
strategy is available in the Volvo Group Annual Report.
Types of remuneration
Volvo Group remuneration to Executives shall consist of the
following components: base salary, short-term and long-term
variable incentives, pension benefits and other benefits.
Short-term incentives may, for the President and CEO, amount to
a maximum of 100 % of the base salary and, for other Executives, a
maximum of 80 % of the base salary.
Long-term incentives may, for the President and CEO, amount to a
maximum of 150 % of the base salary and, for other Executives, a
maximum of 80 % of the base salary. Current and proposed long-term
incentives are described and addressed separately by the 2023
general meeting.
Further cash remuneration may be awarded in extraordinary
circumstances, provided that such extraordinary arrangements are
limited in time and only made on an individual basis, either for
the purpose of recruiting or retaining Executives, or as
remuneration for extraordinary performance beyond the individual's
ordinary tasks. Such remuneration may not exceed an amount
corresponding to 100 % of the annual base salary. Any resolution on
such remuneration shall be made by the Board of Directors based on
a proposal from the Remuneration Committee.
For the President and CEO, pension benefits shall be granted on
the basis of a defined contribution plan. The pensionable salary
shall include base salary only. The pension contributions for the
President and CEO attributable to the annual base salary shall
amount to not more than 35 % of the base salary.
Other benefits may include, for example, life insurance, medical
and health insurance, and company car. Premiums and other costs
relating to such benefits may amount to not more than 3 % of the
annual base salary for the President and CEO.
For other Executives, pension benefits shall be granted on the
basis of a defined contribution plan except where law or collective
agreement requires a defined benefit pension. The pensionable
salary shall include base salary and, where required by law or
collective agreement, incentives. The total pension contributions
for other Executives shall amount to not more than 35 % of base
salary, unless a higher percentage results from the application of
law or collective agreement.
Other benefits may include, for example, life insurance, medical
and health insurance, and company car. Premiums and other costs
relating to such benefits may amount to not more than 10 % of the
annual base salary for other Executives.
Remuneration for Executives that reside outside Sweden or reside in Sweden but having a material connection to or
having been residing in a country other than Sweden may be duly adjusted to comply with
mandatory rules or local practice, taking into account, to the
extent possible, the overall purpose of these guidelines.
In addition to remuneration set out above, Executives who
relocate for the purposes of the position or who work in other
multiple countries may also receive such remuneration and benefits
as are reasonable to reflect the special circumstances associated
with such arrangements, taking into account the overall purpose of
these guidelines and alignment with the general policies and
practices within the Volvo Group applicable to cross border
work.
Termination of employment
Upon termination of an Executive's employment, the notice period
may not exceed twelve months. Base salary during the notice period
and severance pay may not together exceed an amount corresponding
to the base salary for two years.
Executives that reside outside Sweden or reside in Sweden but having a material connection to or
having been residing in a country other than Sweden may be offered notice periods for
termination and severance payment as are reasonable to reflect the
special circumstances, taking into account the overall purpose of
these guidelines and alignment with the general policies and
practices within the Volvo Group.
Criteria for awarding variable remuneration, etc.
Plans for long-term and short-term incentives shall be linked to
predetermined and measurable criteria, to be determined by the
Board of Directors. The criteria – which for example may relate to
EBIT, cash flow, return on capital employed or similar ratios, or
sustainability targets – shall be devised to promote the Volvo
Group's strategy and long-term value creation and strengthen the
link between achieved performance targets and reward. The
satisfaction of the criteria shall be measured over periods of one
or multiple years, depending on the type of incentive plan.
To which extent the criteria for awarding incentives has been
satisfied shall be determined when the relevant measurement period
has ended. The Board of Directors is responsible for the
determination of the incentives to be paid, if any, to all
Executives.
Claw-back and adjustments
Executives participating in the Volvo Group's short-term and
long-term incentive plans are obligated, in certain circumstances
and for specified periods of time, to repay, partially or in its
entirety, incentive awards already paid if payments have been made
by mistake or been based on intentionally falsified data or in the
event of material restatement of the Volvo Group's financial
results. Furthermore, the Board of Directors may decide on
adjustments of pay-out under the incentive plans (before payment
has been made) in case of extraordinary circumstances or to adjust
for unforeseen one-timers.
Salary and employment conditions for employees
In the preparation of the Board of Directors' proposal for these
guidelines, the Board has considered that the various benefits
offered to the Executives need to be aligned with the general
structures applicable for employees of AB Volvo at levels that are
competitive in the market. Thus, salary and employment conditions
for other AB Volvo employees have been taken into account by
including information thereon in the Remuneration Committee's and
the Board of Directors' basis of decision when evaluating whether
the guidelines and the limitations set out herein are
appropriate.
The decision-making process to determine, review and
implement the guidelines
The Board of Directors has established a Remuneration Committee.
The Committee's tasks include preparing the Board of Directors'
decision to propose guidelines for executive remuneration. The
Board of Directors shall prepare a proposal for new guidelines at
least every fourth year and submit it to the general meeting. The
guidelines shall be in force until new guidelines are adopted by
the general meeting. The Remuneration Committee shall also monitor
and evaluate plans for variable remuneration for Executives, the
application of the guidelines for executive remuneration as well as
the current remuneration structures and compensation levels in the
Group. The members of the Remuneration Committee are independent of
AB Volvo and its executive management. The President and CEO and
other members of the executive management do not participate in the
Board of Directors' processing of and resolutions regarding
remuneration-related matters in so far as they are affected by such
matters.
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from
the guidelines, in whole or in part, if in a specific case there is
special cause for the derogation and a derogation is necessary to
serve the Volvo Group's long-term interests, including its
sustainability, or to ensure the Group's financial viability. As
set out above, the Remuneration Committee's tasks include preparing
the Board of Directors' resolutions in remuneration-related
matters. This includes any resolutions to derogate from the
guidelines.
Description of changes to the guidelines, etc.
During 2022, the company has carefully considered feedback
received from shareholders and proxy advisors in connection with
the general meeting 2022 and otherwise during the year. As a result
of this dialogue, the Board and the Remuneration Committee have
during 2022 performed a review of the design of the Group's
long-term incentives. As a result of this review, the Board
proposes the adoption of a new long-term incentive plan with a
three-year performance period, to be implemented starting 2023. It
is proposed that the transition into a new long-term incentive plan
with a three-year performance period will be made in parallel with
a two-year phasing out of the current long-term incentive plan. For
further information, please refer to the Board's proposal for a new
long-term incentive plan.
For further information about the dialogue with shareholders and
proxy advisors, please refer to the Remuneration Report 2022.
Additional information regarding executive remuneration in the
Volvo Group is available in the Volvo Group Annual Report.
Point 20.2: The Board proposes that the Annual
General Meeting adopts a new long-term incentive plan in accordance
with the following.
General
The objective of AB Volvo's long-term incentive plans is to
drive long-term value creation and align the interests of the
senior management, including the Executives, and employees in other
business critical positions with those of shareholders. Both the
current and the proposed new plan operate on a four-year cycle.
However, while the current plan measures performance on an annual
basis with a three-year lock-in of shares, it is proposed that the
new plan shall have a three-year performance period with a one-year
lock-in period for the AB Volvo shares that the participants are
required to acquire. It is further considered that the extension of
the performance period will further promote the objective, as
specified above.
Both plans – the current and proposed new plan – are cash-based,
where the participants are required to immediately invest the
after-tax portion of the payment in AB Volvo shares which must be
held for a minimum lock-in period, as defined by each plan. This
way, the participants build up a shareholding and have a vested
interest in the longer-term development of the value of the AB
Volvo shares. At the end of the defined lock-in period,
participants may sell their shares. However, Executives may only do
so if they meet the requirement for owning AB Volvo shares at a
value of at least two years of pre-tax base salary for the
President and CEO and one year of the pre-tax base salary for the
other Executives. The holding requirements for participants shall
cease upon termination of a participant's employment, and the Board
may grant such other exceptions to the requirements as the Board
deems appropriate.
Current plan
The current long-term incentive plan, which was
introduced in connection with the 2016 general meeting, is funded
on an annual basis by an award, measured against annual performance
criteria established by the Board. The after-tax portion of this
payment must be immediately invested in AB Volvo shares which must
be held for a minimum of three years. There is no payout under the
long-term incentive plan if the annual general meeting that is held
in the year following the performance year, decides not to
distribute any dividends to the shareholders.
New plan
The Board proposes to introduce a new long-term incentive
plan starting 2023. The new plan has a three-year performance
measurement period followed by a one-year lock-in period for the AB
Volvo shares that the participants are required to acquire. As a
consequence of the introduction of the new long-term incentive plan
commencing in 2023 it is proposed to phase out the current plan in
two years. Hence, it is proposed to continue with the current plan
for two more years (to be implemented after the general meetings
2023 and 2024 respectively), but only for participants who were
already enrolled in the current plan by year end 2022. For clarity,
Executives enrolled in both the current plan (during the phasing
out thereof) and the proposed plan will not receive payouts
exceeding the annual maximum percentages for long term-incentives
set out in the company's guidelines for remuneration. Measures have
been taken to ensure that these Executives will not be
overcompensated under the proposed plan, taking into account awards
received under the current plan.
The new long-term incentive plan is for senior management,
including the Executives, and employees in certain
business-critical positions within the Volvo Group. The new plan
has been prepared by the Remuneration Committee, followed by final
approval by the Board. The implementation of the new plan is
subject to adoption, by simple majority, of this proposal at the
2023 general meeting. Once the plan is approved by the 2023 general
meeting, the plan is to be implemented, as overseen by the Board
and the Remuneration Committee, on a consecutive annual basis going
forward, each year's implementation with a three-year performance
measurement period.
Each annual implementation of the plan operates on a four-year
cycle: a three-year performance measurement period followed by a
one-year lock-in period of the AB Volvo shares acquired.
Accordingly, the after-tax portion of any payout from the plan
(payable in cash after the end of each three-year performance
period) must be immediately invested in AB Volvo shares, which must
be held for a minimum period of one year. To facilitate recruitment
of external candidates, such a candidate may, if the Board deems
this to be appropriate, be offered participation in an already
implemented/pending plan cycle as if the candidate had been
enrolled already at the start of the relevant performance
period.
The plan shall be linked to the two following predetermined and
measurable performance measures: (i) AB Volvo's three-year average
return on capital employed with a linear scale (0% at minimum, 100%
at maximum of the scale; relative weighting 70 %) and (ii) the
relative three-year average Volvo B total shareholder return vs.
MSCI World Machinery Index with a linear scale (20% at minimum,
100% at maximum of the scale; relative weighting 30%). The
satisfaction of these measures shall be measured over a period of
three years each. To which extent the measures for awarding
remuneration have been satisfied shall be determined when the
relevant three-year measurement period has ended.
The Board shall be responsible for preparing the detailed design
and administration of the terms and conditions of the new long-term
incentive plan, including appropriate provisions on corporate
actions, participants leaving the Volvo Group, etc. The Board may
make appropriate adjustments to address mandatory rules as well as
foreign requirements, local practice or market conditions. The
Board may make other appropriate adjustments, including to
performance measures and bases for calculation, to the extent
prompted by significant changes in the Volvo Group or its business
environment resulting in the terms of the plan no longer reasonably
fulfilling their objectives.
Maximum cost for the new plan, including social security
charges, is estimated to range between a payout of nil if the
performance thresholds are not met and an amount of SEK 844 million if the fulfilment of the
performance conditions is 100%.* Between the performance threshold
and the maximum performance level, the payout will be determined in
accordance with the linear scales as described above. The cost for
each following cycle (which is to be implemented annually) is
expected to be the same as for the first cycle based on the same
assumptions.
The payouts under the plan will be made in cash, the net
proceeds of which will be converted into shares in the open market.
As such, the plan does not entail any dilution for the Company's
shareholders. No hedging arrangements are intended to be made with
regard to the plan's financial exposure.
* This cost estimate has been calculated based on a total number
of 505 participants out of the maximum number of 600 participants,
a best possible estimate of the average base salaries during the
performance period, using an estimated annual adjustment rate of 5%
across countries, as well as applicable incentive opportunity
percentages (CEO 150%; Executive Board/Group Management 80%; Top
Executive 60%; others 40%/20%). Base salaries in currencies other
than SEK have been converted into SEK based on the average exchange
rate for the applicable currencies in 2022. The calculations have
further been based on an average rate for social security charges
of 27.0%.
Documents and other information
The complete proposal by the Election Committee and its
statement explaining the proposals are available at
www.volvogroup.com.
The Annual Report, the Auditor's Report, the Consolidated
Accounts, the Auditor's Report on the Consolidated Accounts, the
remuneration report and the Auditor's statement pursuant to Chapter
8, section 54 of the Swedish Companies Act are available at
www.volvogroup.com and at AB Volvo's Headquarters, Gropegårdsgatan
2, SE-417 15 Göteborg. The documents will, free of charge, be sent
on request to such shareholders who provide their address.
Upon request by any shareholder and where the Board believes
that such may take place without significant harm to the company,
the Board and the President and CEO should provide information at
the Annual General Meeting in respect of any circumstances which
may affect the assessment of a matter on the agenda, and any
circumstances which may affect the assessment of the company's or a
subsidiary's financial position and as regards the company's
relationship to other group companies.
The number of shares and votes
When this notice to attend the Annual General Meeting was
issued, the total number of shares in the company was
2,033,452,084, distributed among 444,987,875 series A shares (1
vote per series A share), and 1,588,464,209 series B shares (1/10
vote per series B share). The total number of votes was
603,834,295.9.
Processing of personal data
For information on how your personal data is processed, see the
privacy notice available on Euroclear's webpage,
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
AB Volvo (publ) has corporate registration number 556012-5790 and
registered office in Göteborg, Sweden.
Göteborg, March 2023
AB Volvo (publ)
The Board of Directors
The following files are available for download:
https://mb.cision.com/Main/39/3726325/1886980.pdf
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SOURCE AB Volvo