Welcome to the Annual General Meeting (AGM) of
Registration and notification
Shareholders who wish to participate in the proceedings of the AGM must:
- be registered as shareholders in the register of shareholders produced by
Euroclear Sweden as of Tuesday,12 March 2024 , and -
notify the Company in accordance with the instructions under the heading Participation at the AGM venue or alternatively submit a postal vote in accordance with the instructions under the heading Postal voting not later than Thursday,
14 March 2024 .
To be entitled to participate in the AGM, a shareholder who has had their shares registered in the name of a nominee must, in addition to notifying the Company of their participation in the AGM, have the shares registered in their own name in the register of shareholders by the record date of Tuesday,
Participation at the AGM venue
Shareholders who wish to participate at the AGM venue must notify the Company of this no later than Thursday,
- by post to
Computershare AB , "Axfood AGM", Box 5267, 102 46Stockholm, Sweden , -
by phone at +46 (0) 771 24 60 00 on weekdays
between 9:00 a.m. and 4:00 p.m. , - by e-mail to proxy@computershare.se, or
-
by using the link on
Axfood's website: www.axfood.com.
The notification must include the shareholder's name and personal identity number or corporate registration number, address, telephone number, and the number of any assistants (a maximum of two) accompanying the shareholder.
Shareholders who participate via a proxy must issue a written and dated power of attorney for the proxy. The representative of a legal entity must present a copy of the registration certificate or equivalent authorisation documents that show the authorised signatory. The shareholder should send the authorisation documents (power of attorney and/or registration certificate) to
Postal voting
Shareholders who wish to participate in the AGM by postal voting must submit their postal votes so that their postal vote is received by
If a shareholder submits their postal vote through a proxy, a written and dated power of attorney signed by the shareholder should be attached to the postal voting form. Power of attorney forms can be downloaded from
Shareholders who wish to participate at the AGM venue, either in person or through a proxy, must notify the Company of this in accordance with the instructions under the heading Participation at the AGM venue above. This means that notification through postal voting alone is not sufficient for shareholders who wish to participate at the AGM venue.
Proposed agenda
- Opening of the AGM.
- Election of Chairman of the AGM.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes of the AGM.
- Determination of whether the AGM has been duly convened.
- Presentation of the Annual and Sustainability Report and Auditor's Report, the Consolidated Accounts and the Auditor's Report on the Consolidated Accounts for 2023.
- Presentation by the Chief Executive Officer and questions from shareholders.
- Resolution on the adoption of the Income Statement and Balance Sheet, and the Consolidated Income Statement and Consolidated Balance Sheet.
- Resolution on the discharge from liability of the Board directors and the Chief Executive Officer.
- Resolution on the disposition of the Company's profit in accordance with the adopted Balance Sheet, and the record dates for payment of the dividend.
- Resolution on approval of the Board's Remuneration Report.
- Determination of the number of Board Directors and Deputy Directors, as well as the number of Auditors and Deputy Auditors.
- Determination of the renumeration of the Board and the Auditor.
- Election of Board Directors and Chairman of the Board.
- Election of Auditor.
- Resolution on revised instruction to the Nominating Committee.
- Resolutions concerning (a) a long-term share-based incentive programme, and (b) authorisation for the Board to decide on purchases of treasury shares, and transfers of treasury shares.
- Resolution on amendments to the Articles of Association.
- Closing of the AGM.
Item 2 - Election of Chairman of the AGM
The Nominating Committee proposes
Item 3 - Voting list
The voting list to be prepared by
Item 11 - Dividend and record dates
The Board of Directors proposes that the 2024 AGM resolves in favour of payment of a dividend of
Item 12 - The Board's remuneration report
The Board of Directors proposes that the AGM approves the Board's remuneration report for 2023.
Item 13 - Number of Directors, Deputy Directors, Auditors and Deputy Auditors
The Nominating Committee proposes that;
- the number of AGM-elected directors shall be seven (7) without any deputies; and
- the number of auditors shall be one (1) audit firm without any deputy auditors.
Item 14 - Directors' fees and Auditor's fees
The Nominating Committee proposes the following directors' fees and auditor's fees:
SEK 820,000 (previously 800,000) for the Chairman of the Board andSEK 525,000 (previously 510,000) for each of the other AGM-elected non-executive directors,-
in addition to directors' fees, an additional
SEK 230,000 (previously 200,000) for the Chairman of the Audit Committee and an additionalSEK 105,000 (previously 100,000) for other members of the Audit Committee, -
in addition to directors' fees, an additional
SEK 75,000 (unchanged) for the Chairman of the Remuneration Committee and an additionalSEK 50,000 (unchanged) for other members of the Remuneration Committee, -
in addition to directors' fees, an additional
SEK 20,000 per physical board meeting that takes place inStockholm for attending directors who do not live inSweden , and auditor's fees in accordance with approved invoices.
Item 15 - Election of the Board of Directors and Chairman of the Board
The Nominating Committee proposes:
- re-election of directors
Fabian Bengtsson ,Caroline Berg , Mia Brunell Livfors,Thomas Ekman ,Christian Luiga ,Peter Ruzicka and Sara Öhrvall, and -
new election of
Thomas Ekman as Chairman of the Board.
More detailed presentations of all proposed individuals are available on
Item 16 - Election of Auditor
The Nominating Committee proposes re-election of Deloitte as auditor for the period until the end of the 2026 AGM. Provided that re-election occur, Deloitte has notified the Company that Authorised Public Accountant
Item 17 - Revised instruction for the Nominating Committee
At the 2021 AGM, an instruction was adopted for the composition and work of the Nominating Committee, to apply until further notice. The Nominating Committee has evaluated the current instruction and suggests that it should be supplemented with the requirement that the Chairman of the Board must convene the Nominating Committee and be co-opted to the Nominating Committee, and that paragraph 4.1. in the Swedish Code of Corporate Governance shall be applied as diversity policy by the Nominating Committee. In addition, editorial changes are proposed.
Thus, the Nominating Committee proposes that the 2024 AGM adopts the following instruction for
The Company shall have a Nominating Committee composed of members appointed by each of the four largest known shareholders in the Company in terms of votes as per the last business day in August the year before the AGM. If any of these shareholders chooses to waive its right to appoint a member, the shareholder next in line in terms of size shall be asked. However, no more than the six largest shareholders need to be asked, unless it is required for the Nominating Committee to consist of at least three members appointed by shareholders. The Chairman of the Board shall convene the Nominating Committee and shall also be co-opted to the Nominating Committee. The Chairman of the Nominating Committee shall, unless the members agree otherwise, be the member appointed by the largest shareholder. The composition of the Nominating Committee shall be publicly announced at the latest in connection with the Company's publication of the interim report for the third quarter.
The Nominating Committee's term of office extends until a new Nominating Committee has been appointed. If a shareholder that has appointed a member of the Nominating Committee, during the term of office ceases to be one of the four (or, as applicable, maximum six) largest shareholders, the member appointed by such shareholder shall make its 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 the change occurs later than three months before the AGM, no changes shall take place in the composition of the Nominating Committee, unless there are special reasons. If a member chooses to leave the Nominating Committee before its work is completed, the shareholder who appointed the member shall have the right to appoint a new member. Changes in the composition of the Nominating Committee must be announced as soon as they have taken place.
The Nominating Committee's task is to submit proposals before the annual general meeting for a) the Chairman of the AGM, b) election of Board Directors, c) election of Board Chairman, d) renumeration of the Board and other compensation for e.g. committee work, e) where applicable, election of Auditor and Auditor's fee and f) where applicable, changes in the instructions for the Nominating Committee.
The Nominating Committee's proposal for the AGM must be made public in connection with the notice of the AGM. All shareholders have the right to submit proposals to the Nominating Committee.
The Nominating Committee shall apply paragraph 4.1 of the Swedish Code of Corporate Governance as diversity policy and shall, when carrying out its mission, also fulfil all other tasks and responsibilities of a Nominating Committee as required by the Swedish Code of Corporate Governance. The Company shall, at the request of the Nominating Committee, provide personnel resources such as secretarial functions in the Nominating Committee to facilitate the Nominating Committee's work. If necessary, the Company must also be able to assume responsibility for reasonable costs for external consultants that the Nominating Committee deems necessary for the Nominating Committee to be able to fulfil its mission.
Item 18 - Long-term share-based incentive programme (LTIP 2024)
The Board of Directors proposes that the AGM resolve in favour of establishing a long-term share-based incentive programme (LTIP 2024) for employees of the
A) Long-term share-based incentive programme
LTIP 2024 in summary
The main motives for establishing LTIP 2024 are to align the interests of the members of the Executive Committee and other key persons with the shareholders' interests in ensuring maximum long-term value creation and to encourage personal shareholding in
LTIP 2024 includes approximately 85 employees, consisting of the members of
Participants in LTIP 2024
Participants in LTIP 2024 are broken down into three categories. The first category includes
Personal investment and vesting period
Participation in LTIP 2024 requires that the participant has a personal shareholding in
Conditions for share rights
The following conditions shall apply for the share rights:
- Share rights are allotted free of charge during a certain period of time after the AGM.
- Share rights cannot be transferred or pledged.
-
A precondition for the right to receive share allotments supported by share rights is that the participant has not sold any of their savings shares and, with certain limited exceptions, that the participant remains employed in the
Axfood Group during the vesting period. Furthermore, an allotment requires that certain performance-related targets are achieved byAxfood in the manner described under Performance targets below. -
To align the participants' interests with the shareholders' interests,
Axfood will compensate the participants for profit dividends to the shareholders by increasing the number of shares that each share right carries entitlement to. -
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
SEK 1,092 , which corresponds to 400% of the closing price forAxfood shares on29 December 2023 (SEK 273.00). If the value ofAxfood's shares at the time of the allotment exceeds the maximum value, the number of shares that each share right carries entitlement to will be decreased to a corresponding degree.
Performance targets
The share rights are broken down into Series A, Series B, Series C and Series D. Of the seven (7) share rights that the participant may receive 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 allotment of shares depends on the achievement of the performance criteria 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
Allotment requires that
Series B
The maximum level that carries entitlement to a full allotment is that the
Series C
The maximum level that carries entitlement to a full allotment is if the performance of
Series D
The maximum level that carries entitlement to a full allotment is an increase in the share of sales of sustainability-labelled products by 10% (ten per cent) or more, accumulated during the 2024-2026 financial years, compared with the level on
1)
Structure and preparation of proposal
The Board of Directors, or a committee specifically appointed by the Board, shall be responsible for the more detailed structure and handling of LTIP 2024, within the framework of the stipulated conditions and guidelines. If significant changes take place in the
Scope
The maximum number of shares in
Hedge measures
The Board has considered two alternative hedge measures for LTIP 2024 - either a hedge arrangement (equity swap) with a bank to ensure delivery of shares under the programme, or a transfer of shares in
Scope and costs of the programme
The share rights cannot be pledged or transferred to others. However, an estimated value of each share 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 contributions will be expensed in the income statement over the vesting period in accordance with UFR 7. The level of these costs will be calculated based on
Effects on important key ratios
Upon full participation in LTIP 2024,
Drafting of proposal
The proposal for LTIP 2024 has been prepared by
Other incentive programmes in
Three long-term share-based incentive programmes in
The Board's proposal for resolution
In reference to the description above, the Board of Directors proposes that the AGM vote in favour of LTIP 2024.
Majority requirement
The Board's proposal for a resolution to implement LTIP 2024 requires that the resolution is supported by shareholders representing more than half of the votes represented at the AGM.
(B) Authorisation for the Board to decide on purchases of own shares and transfers of treasury shares.
The Board's proposal for a resolution to authorise the Board of Directors to decide on purchases of own shares and its proposal for decisions concerning transfers of treasury shares in accordance with the description below are conditional upon the AGM first voting in favour of LTIP 2024 in accordance with item (A) above.
Share repurchases
The Board of Directors proposes that the AGM resolve to authorise the Board to, on one or more occasions during the period up until the next AGM, decide on purchases of own shares in accordance with the following:
- Purchases may be made of a maximum of 385,000 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), meaning 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
Rulebook 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 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 under LTIP 2024 and any other share-based incentive programmes that may exist at any given time pursuant to a resolution by a general meeting of shareholders.
Transfers of treasury shares to participants in LTIP 2024
The Board of Directors proposes that the AGM resolve to transfer shares in the Company as follows:
- A maximum of 385,000 shares in
Axfood (or such higher number of shares that may follow from a recalculation resulting from a bonus issue, split, rights issue or similar measure) may be transferred. - The shares may be transferred to participants in LTIP 2024 who, according to the terms for LTIP 2024, 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 2024 are entitled to receive allotments of shares.
The reasons for the deviation from the shareholders' preferential rights is that the transfer of shares is part of the execution of LTIP 2024. The Board of Directors is therefore of the opinion that it is beneficial for the Company to transfer shares in accordance with the proposal.
Special majority requirement
Resolution by the AGM in accordance with item (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 AGM.
Item 19 - Resolution on amendments to the Articles of Association
By a change in the law that came into force on
Other information regarding the AGM
Special majority requirement
A resolution in favour of the Board's proposal in accordance with item 18 (B) (authorisation for Board to decide on purchases of own shares and transfers of treasury shares) 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 AGM. A resolution in favour of the Board's proposal in accordance with item 19 (amendments to the Articles of Association) is only valid if it is supported by shareholders representing at least two-thirds of both the number of votes and shares represented at the AGM.
Shares and votes
On the day this notice was issued, the Company had a total of 216,843,240 shares in issue with one vote each, of which the Company owns 1,065,652 treasury shares that may not be represented at the AGM.
Disclosures at the AGM
The Board of Directors and the CEO shall, if any shareholder so requests and the Board finds that it can be done without material harm to the Company, provide disclosures about conditions that could have an impact on the assessment of an item of business on the agenda, conditions that could have an impact on the assessment of the Company's or a subsidiary's financial situation, and the Company's relation to another Group company.
Processing of personal data
For information about
Language
The AGM will be held in Swedish.
Documents
The Nominating Committee's reasoned statement and information about the individuals proposed for election to the Board are available on
Board of Directors
This document is an English translation of the Swedish original. In the event of any discrepancies, the Swedish version shall prevail.
For further information, please contact:
https://news.cision.com/axfood/r/notice-of-axfood-s-2024-annual-general-meeting,c3927268
https://mb.cision.com/Main/1306/3927268/2599110.pdf
https://news.cision.com/axfood/i/axfood-ab-agm,c3266673
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