The shareholders of Axfood Aktiebolag (publ), reg. no. 556542-0824, are hereby invited to the Annual General Meeting (AGM) to be held at
Participation
Shareholders who wish to participate in the proceedings of the Annual General Meeting must:
· be registered in the register of shareholders maintained by
· notify the Company of their intention to attend the AGM not later than Thursday,
Notification may be done in writing to Axfood Aktiebolag, "Annual General Meeting", c/o
Shareholders whose shares are registered in the name of a nominee must, in addition to notifying attendance at the Annual General Meeting, temporarily register their shares in their own names in the register of shareholders (so-called voting rights registration) in order to be able to participate in the Annual General Meeting. Such registration must be executed by Thursday,
Shareholders who participate via proxy or representative should send authorization documents (power of attorney and/or registration certificate) to the Company at the address above well in advance of the Annual General Meeting. Proxy forms can be downloaded from
Proposed agenda
1. Election of a chairman to preside over the Annual General Meeting
2. Drawing-up and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to check the minutes of the Annual General Meeting
5. Resolution as to whether the Annual General Meeting has been duly convened
6. Presentation of the annual and sustainability report and auditor's report, of the consolidated accounts and auditor's report for the Group for 2019, and of the auditor's statement on whether the guidelines for executive compensation have been adhered to
7. CEO's address and questions from shareholders
8. Resolution concerning adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet
9. Resolution on discharge of the directors and President from liability
10. Resolution concerning disposition of the Company's profit in accordance with the adopted balance sheet and the record dates for payment of the dividend
11. Resolution on the number of directors and deputy directors, and on the number of auditors and deputy auditors to be elected by the Annual General Meeting
12. Resolution on directors' fees and auditor's fees
13. Election of the Board of Directors, Chairman of the Board, and any deputy directors
14. Election of auditor
15. Resolution on instructions for the Nominating Committee
16. Resolution on guidelines for compensation of senior executives
17. Resolution on (a) a long-term share-based incentive programme and (b) authorizing the Board to decide on purchases of own shares and transfers of treasury shares
18. Resolution on employee purchases of shares in subsidiaries
19. Resolution on amendment to the Articles of Association
20. Conclusion of the Annual General Meeting
Recommendations for decision
Point 1 - AGM Chairman
The Nominating Committee proposes
Point 10 - Dividend and record dates
The Board of Directors recommends that the 2020 Annual General Meeting resolve in favour of payment of a dividend of
The proposed dividend amounts to a total of
Point 11 - Number of directors and auditors
The Nominating Committee recommends that
· the number of AGM-elected directors shall be eight (8) without any deputies, and that
· the number of auditors shall be one (1) accounting firm without any deputies.
Point 12 - Directors' and auditor's fees
The Nominating Committee proposes that the following fees be paid to directors and the auditor:
·
· in addition to directors' fees, an additional
· no compensation for work on the Board's other committees, and
· auditor's fee in accordance with approved invoice.
Point 13 - Election of the Board of Directors and Chairman of the Board
The Nominating Committee proposes:
· re-election of Mia Brunell Livfors,
· election of
· re-election of
More detailed presentations of all of the proposed individuals are available on
Point 14 - Election of auditor
The Nominating Committee proposes:
Re-election of
Point 15 - Instructions for the Nominating Committee
The Nominating Committee proposes that the 2020 Annual General Meeting adopt the following instructions for
· The Company shall have a nominating committee composed of members of whom one each is appointed by each of the four largest shareholders in the Company in terms of votes based on ownership statistics from
· The Nominating Committee's mandate period applies until a new nominating committee has been appointed. During the mandate period, if a shareholder that has appointed a member to the Nominating Committee is no longer one of the four (or where applicable, a maximum of six) largest shareholders, the member appointed by such shareholder shall make his/her seat available. The shareholder that has become one of the largest shareholders shall then have the right to appoint a member. However, if only marginal changes in the number of votes have taken place or if a change takes place later than three months before the Annual General Meeting, no changes shall be made in the Nominating Committee's composition, unless special reasons exist. If a member chooses to leave the Nominating Committee before its work is completed, the shareholder that appointed the member shall have the right to appoint a new member. Changes in the Nominating Committee's composition shall be made public as soon as such have been made.
· The Nominating Committee is tasked with, ahead of the Annual General Meeting, submitting recommendations for a) a person to preside as chairman over the Annual General Meeting, b) election of directors, c) election of the Chairman of the Board, d) directors' fees and other compensation for committee work, e) where applicable, election of the auditor and auditor's fees, and f) changes in the instructions for the Nominating Committee, where applicable. The Nominating Committee's proposal to the Annual General Meeting shall be made public in conjunction with publication of the Notice of the Annual General Meeting.
· In executing its assignment in general, the Nominating Committee shall fulfil the duties which, according to the Swedish Corporate Governance Code, are incumbent upon a nominating committee. At the request of the Committee, the Company shall provide personnel resources, such as a secretarial function for the Committee, to assist the Committee's work. Where needed, the Company shall also bear reasonable costs for external consultants who are deemed by the Committee to be necessary for the Committee to fulfil its assignment
Point 16 - Guidelines for compensation of senior executives
The Board recommends that the 2020 Annual General Meeting adopt the following guidelines for compensation of senior executives of
The guidelines apply for the President and CEO of
The guidelines shall be applied for compensation that is agreed upon, and changes made to already agreed upon compensation, after the guidelines have been adopted by the 2020 Annual General Meeting.
The guidelines steer the decisions on compensation made by the Board's Compensation Committee with respect to senior executives who report directly to the CEO and by the Board in its entirety with respect to the CEO.
The guidelines' promotion of
Successful implementation of
The variable compensation shall aim to promote
Forms of compensation
Fixed base salary
Fixed base salary constitutes compensation for a committed work contribution at a high professional level that ultimately aims to create value-added for
Variable compensation
In addition to fixed base salary, variable compensation may be payable. Variable compensation shall be coupled to measurable criteria that are formulated to promote the Company's business strategy and long-term interests, including sustainability. The criteria shall be adopted yearly by the Compensation Committee and the Board of Directors. Variable compensation shall be based on the achievement of
Additional variable compensation may be payable for extraordinary circumstances, provided that such extraordinary arrangements are only made at the individual level for the purpose of recruiting or retaining executives, or as compensation for an extraordinary work contribution on top of the person's normal work duties. Such compensation may not exceed an amount corresponding to 50% of his or her fixed annual salary and may not be awarded more than once a year per individual. Decisions on such compensation shall be made by the Board of Directors following preparation by the Compensation Committee.
When the measurement period for fulfilment of the criteria for payment of variable cash compensation has ended, it shall be assessed and determined to what extent the criteria have been met. In the annual evaluation, the Compensation Committee - or the Board, where applicable - can adjust the targets and/or compensation for both positive and negative extraordinary events, reorganizations and structural changes.
Variable compensation shall not be payable if the
Pension and other benefits
For the CEO, pension benefits shall be in accordance with a defined contribution solution. Variable compensation shall not be pensionable. Pension premiums for defined contribution pensions shall amount to a maximum of 35% of pensionable salary (which corresponds to the fixed monthly salary multiplied by a factor of 12.2).
Externally recruited senior executives shall have a defined contribution pension plan in accordance with ITP 1 (except for a new CEO).
Other benefits shall be of limited scope and may include, for example, disability, life and health insurance, and a car, travel and housing benefit.
With respect to employment conditions subject to other rules than those that apply in
Cessation of employment
For notice of termination served by the employer, the notice period may be a maximum of 12 months. Fixed base salary during the notice period and severance pay may together not exceed an amount corresponding to two years' fixed base salary. For notice given by a senior executive, the notice period may be a maximum of six months, without any right to severance pay.
In addition, compensation may be payable for any noncompete obligation. Such payment shall compensate the executive for possible loss of income and shall only be made during the period that the executive lacks a right to severance pay. The monthly compensation shall amount to a maximum of 60% of the executive's average monthly income for the 12 months preceding the end of employment. The compensation shall be payable during the time that the noncompete obligation applies, which shall be a maximum of nine months after the end of employment.
Salary and terms of employment for employees
Salary and terms of employment for
Decision-making process for adopting, reviewing and implementing the guidelines
The Board of Directors has established a Compensation Committee. The committee's duties include conducting preparatory work for the Board's decisions on proposed guidelines for compensation of senior executives, compensation and other terms of employment for this group. The Board shall draw up a proposal for new guidelines at least every four years and submit the proposal for decision by the General Meeting.
The guidelines shall apply until new guidelines have been adopted by a general meeting of shareholders. The Compensation Committee shall also monitor and evaluate ongoing programmes and programmes concluded during the year for variable compensation for members of the Executive Committee, application of guidelines for compensation of senior executives, and applicable compensation structures and compensation levels at
Departures from the guidelines
The Board of Directors may decide to temporarily depart from the guidelines entirely or partly if in specific cases there are special reasons for doing so and a departure is necessary to safeguard the
Description of significant changes in the guidelines and how the shareholders' views are taken into account
The proposed guidelines submitted to the 2020 Annual General Meeting do not entail any significant changes in relation to the Company's existing compensation guidelines. The Company has not received any views from the shareholders.
Information on decided compensation that has not fallen due for payment and on departures from the guidelines for compensation decided on by the 2019 Annual General Meeting
Previous Annual General Meetings have resolved on guidelines for compensation and other terms of employment for senior executives for the period up until the next Annual General Meeting. In short these guidelines entail that, in addition to base salary, variable compensation shall be payable, tied in part to
Point 17 - Long-term share-based incentive programme (LTIP 2020)
The Board of Directors recommends that the Annual General Meeting resolve in favour of establishing a long-term share-based incentive programme (LTIP 2020) for employees of the Axfood Group and of authorizing the Board to decide on purchases of own shares, and that the Annual General Meeting resolve in favour of transfers of treasury shares in accordance with points (A) and (B) below. The programme is in accordance in all essential respects with the long-term share-based incentive programmes that the 2019 Annual General Meeting resolved to establish, with the change that participants in Category 2 can allocate 1,250 Savings Shares to LTIP 2020, compared with 850 Savings Shares in the previous programme.
(A) Long-term share-based incentive programme
1.
1. LTIP 2020 in summary
The main motives for establishing LTIP 2020 are to align the shareholders' interests with those of the members of the Executive Committee and other key persons in ensuring maximum long-term value creation and to encourage personal shareholding in
LTIP 2020 includes approximately 75 employees, consisting of the members of
1.
2. Participants in LTIP 2020
Participants in LTIP 2020 are broken down into three categories. The first category includes
1.
3. Personal investment and vesting period
Participation in LTIP 2020 requires that the participant has a personal shareholding in
1.
4. Conditions for Share Rights
The following conditions shall apply for the Share Rights:
· Share Rights are granted free of charge during a certain period of time after the Annual General Meeting.
· Share Rights cannot be transferred or pledged.
· A precondition for the right to receive share grants supported by Share Rights is that the participant has not sold any of his or her Savings Shares and, with certain limited exceptions, that the participant remains employed in the
· To align the participants' interests with the shareholders' interests,
· The maximum value (including any compensation that the participants receive for paid shareholder dividends) that a participant can receive per Share Right is limited to
5. Performance targets
The Share Rights are broken down into Series A, Series B, and Series C and Series D. Of the seven (7) Share Rights that the participant receives for each Savings Share, one (1) Share Right shall be in Series A, three (3) shall be in Series B, two (2) shall be in Series C, and one (1) shall be in Series D. The number of Share Rights that carry entitlement to grants of shares depends on the achievement of the performance conditions that apply for the respective series as follows:
For assessment of the achievement of the performance targets for Series A and Series C, the start value shall consist of the average, volume-weighted price paid for
Series A Grant requires that the TSR exceeds 0%, whereby the maximum grant will be made.
Series B The maximum level that carries entitlement to a full grant is that the
Series C The maximum level that carries entitlement to a full grant is a TSR that that is equal to or exceeds the accumulated share price growth for the SIX Return Index by ten (10) percentage points. The minimum level for a grant is a TSR that is level with the accumulated share price growth for the SIX Return Index. If
Series D The maximum level that carries entitlement to a full grant is an increase in the share of sales of sustainability-labelled products by 10% or more, accumulated during the 2020-2022 financial years, compared with the level at
1.
6. Structure and handling
The Board shall be responsible for the more detailed structure and handling of LTIP 2020, within the framework of the stipulated conditions and guidelines. If significant changes take place in the
1.
7. Scope
The maximum number of shares in
1.
8. Hedge measures
The Board has considered two alternative hedge measures for LTIP 2020 - either a hedge arrangement (equity swap) with a bank to ensure delivery of shares under the programme, or a transfer of shares in
1.
9. Scope and costs of the programme
The Share Rights cannot be pledged or transferred to others. However, an estimated value of each Share Right can be calculated. The Board has estimated the average value of each Share Right to be
The costs will be booked as personnel costs in the income statement over the vesting period, in accordance with IFRS 2 Share-based Payments. Social security costs will be expensed in the income statement in accordance with UFR 7 during the vesting period. The size of these costs will be calculated based on
1.
10. Effects on important key ratios
Upon full participation in LTIP 2020,
1.
11. Drafting of proposal
LTIP 2020 has been handled by
1.
12. Other incentive programmes in
Three long-term share-based incentive programmes have been in effect since previously in
1.
13. The Board's recommendation for decision
In reference to the description above, the Board of Directors recommends that the Annual General Meeting vote in favour of LTIP 2020.
1.
14. Majority requirement
The Board's recommendation for decision to implement LTIP 2020 requires that the resolution is supported by shareholders representing more than half of the votes represented at the Annual General Meeting.
(B) Authorization for the Board of Directors to decide on purchases of own shares and recommendation for decision on transfers of treasury shares
The Board's recommendation for decision to authorize the Board of Directors to decide on purchases of own shares, and recommendation for decision on transfers of treasury shares in accordance with the description below, are conditional upon the Annual General Meeting first voting in favour of LTIP 2020 in accordance with point (A) above.
1.
1. Purchase of own shares
The Board of Directors recommends that the Annual General Meeting resolve to authorize the Board to, on one or more occasions during the period up until the next Annual General Meeting, decide on purchases of own shares in accordance with the following:
· Purchases may be made of a maximum of 310,000 shares.
· Purchases of shares shall be made on Nasdaq Stockholm at a price per share that is within the registered price interval at any given time (the spread), i.e., the interval between the highest buying price and the lowest selling price and in observance of the rules that apply at any given time in Nasdaq Stockholm's Rule Book for Issuers. However, for purchases that are made by a brokerage under assignment by the Company, the price of the shares may correspond to a volume-weighted average price during the period of time during which the shares were purchased, even if the volume-weighted average price on the day the shares were relinquished to the Company is outside of the price interval.
· Payment for the shares shall be made in cash.
· Purchases may be made for the purpose of securing the Company's obligations arising out of LTIP 2020 and any other share-based incentive programmes that may exist at any given time pursuant to a resolution by a general meeting of shareholders.
2. Transfers of treasury shares to participants in LTIP 2020
The Board of Directors recommends that the Annual General Meeting resolve to transfer shares in the Company as follows:
· A maximum of 310,000 shares in
· The shares may be transferred to participants in LTIP 2020 who, according to the terms for LTIP 2020, are entitled to receive shares.
· Transfers of shares shall be made at the point in time and in accordance with the other conditions that the participants of LTIP 2020 are entitled to receive grants of shares.
The reasons for the deviation from the shareholders' pre-emption rights is that the transfer of shares is part of the execution of LTIP 2020. The Board of Directors therefore is of the opinion that it is beneficial for the Company to transfer shares in accordance with the proposal.
1.
3. Special majority requirement
A resolution by the Annual General Meeting in accordance with point (B) is valid only if it has the support of shareholders representing at least nine-tenths of the number of votes and shares represented at the Annual General Meeting.
Point 18 - Employee purchases of shares in subsidiaries
The Board of Directors recommends that the 2020 Annual General Meeting resolve in favour of the following proposal concerning the opportunity for employees to purchase shares in subsidiaries.
Both Hemköp's and Tempo's franchise concepts play an essential role in the
Every Annual General Meeting of
With respect to Hemköp stores, the proposal entails that Hemköpskedjan AB initially transfers the operation of a store to a newly formed, wholly owned stock company. With respect to Tempo, the proposal entails that Hemköpskedjan AB in a first step acquires or establishes such a store that is to be operated within the Tempo chain, since the
The store manager of the selected store company thereafter purchases, in a first step, a maximum of 9% of the shares in the store company along with an irrevocable call option (step 1). The call option gives the store manager the right, but not an obligation, within a certain period of time - not to exceed five years - to purchase the rest of the shares in the store company, except for one control share to be retained by the
The share purchases shall be made at market price. Payment shall be made in cash. Step 1 shall be carried out before the 2021 Annual General Meeting of Axfood Aktiebolag (publ).
Giving the
Against this background, the Board recommends that the Annual General Meeting resolve that employees within the
The proposal covers a combined maximum of ten (10) stores with estimated, combined annual sales of approximately
The Board has obtained a Fairness Opinion from Öhrlings
The proposed resolution has been drafted by the Board in its entirety. The Board believes that only administrative costs (pertaining to the Fairness Opinion and continuing consulting) will arise for the
The 2019 Annual General Meeting voted in favour of a corresponding resolution to transfer shares to employees of subsidiaries. Up until the date of this AGM notice, three (3) transfers have been carried out, whereby three (3) store managers purchased shares in their respective store companies.
Point 19 - Resolution to amend the Articles of Association
The Board of Directors recommends that the Annual General Meeting resolve in favour of amending the Company's Articles of Association in the following respects:
(i) new wording of the stipulation pertaining to the right to vote at general meetings (§ 8 second paragraph):
To be able to vote at general meetings, shareholders must notify the Company about this not later than the day stated in the notice of the general meeting;
(ii) deletion of resolution on instructions for the nominating committee and resolution on guidelines for senior executives as obligatory items of business at every Annual General Meeting, i.e., deletion of points 12 and 13 in § 9;
(iii) editorial simplification and clarifying changes in the form of "firma" ("name of the Company") to "företagsnamn" ("name of the Company") (§ 1), "skall" ("shall") to "ska" ("shall"), and "deltaga" ("vote") to "delta" ("vote"), and with respect to the legislative reference in § 11 to the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479)" ("lag (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument";
(iv) editorial simplifying change of the company name from "Axfood Aktiebolag" to "
The recommendation according to (i) is made because the right to vote is regulated in the Swedish Companies Act (2005:551) and therefore does not need to be part of the Articles of Association and because an expected legislative change in 2020 will result in the current wording being in violation of law. The recommendation according to (ii) is made since it will enable a resolution for instructions for the Nominating Committee to apply until new instructions are adopted by a general meeting and that adopted guidelines for compensation of senior executives can apply during a period of up to four (4) years. Resolutions on these matters therefore do not need to be made at every Annual General Meeting.
The Board's recommendations for new Articles of Association are available from the Company and on the Company's website (see address above).
Other information regarding the Annual General Meeting
Special majority requirement
Resolutions in accordance with points 17b and 18 are valid only if they have the support of shareholders representing at least nine-tenths of the number of votes and shares represented at the Annual General Meeting. A resolution in favour of the Board's recommendation according to point 19 requires that it has the support of shareholders representing at least two-thirds of the number of votes and shares represented at the Annual General Meeting.
Shares and votes
On the day this notice was issued, the Company had a total of 209,870,712 shares in issue with one vote each, of which the Company owns 572,000 treasury shares that may not be represented at the Annual General Meeting.
Disclosures at the Annual General Meeting
The Board of Directors and President shall, if requested by any shareholder and if the Board is of the opinion that it can be done without causing material harm to the Company, provide disclosures about conditions that may impact assessment of an item of business on the agenda, about conditions that may impact assessment of the Company's or a subsidiary's financial situation, and about the Company's relationship with another Group company.
Processing of personal data
Personal data about shareholders obtained from the register of shareholders, notification to attend the Annual General Meeting, and information about representatives and assistants will be used for registration, preparation of the voting list for the Annual General Meeting and, where applicable, in the AGM minutes. Personal Data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679). For further information about the Company's processing of personal data and your rights, see the Integrity Policy via the following link https://www.axfood.com/about-axfood/data-protection/.
Documents
The Board's and Nominating Committee's complete proposals and other documents that are to be made available in accordance with the Swedish Companies Act and the Swedish Corporate Governance Code, are available from the Company at Norra Stationsgatan 80 C in
Axfood Aktiebolag (publ)
The Board of Directors
For further information, please contact:
This press release was submitted for publication at
This document is an English translation of the Swedish original. In the event of any discrepancies, the Swedish version shall govern.
https://news.cision.com/axfood/r/notice-of-2020-annual-general-meeting-of-axfood-aktiebolag,c3032524
https://mb.cision.com/Main/1306/3032524/1191810.pdf
https://news.cision.com/axfood/i/axfoods-arsstamma-2019,c2746694
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