The following apply for
- The Annual General Meeting will be held on Wednesday,
24 March 2021 . - No shareholders, representatives or other external persons may participate in person. Shareholders will only be able to participate in the AGM by voting on proposals in advance.
- The AGM will not be aired live.
-
A recording with President and CEO
Klas Balkow will be available onAxfood's website by Friday,19 March 2021 at the latest. In connection therewith, interviews and speeches with certain other key people will also be published onAxfood's website, www.axfood.se. - The agenda for the AGM is presented below, and the proposed resolutions are explained in more detail further down in the AGM notice.
- A press release will be published after the AGM with information on the significant approved resolutions.
-
The final result of the postal voting will be recorded in the AGM minutes, which will be made public through publication on
Axfood's website within two weeks after the AGM. -
The shareholders' right to ask questions will be upheld by allowing questions to be submitted in advance in the manner described below. The questions will be responded to and published on
Axfood's website by Friday,19 March 2021 at the latest.
Participation
Shareholders who wish to participate in the proceedings of the Annual General Meeting by postal voting must:
- be registered in the register of shareholders maintained by
Euroclear Sweden AB as per Tuesday,16 March 2021 , and -
notify the Company by submitting their postal votes in accordance with the instructions under the heading Postal votes below so that their postal votes have been received by
Euroclear Sweden AB by not later than Tuesday,23 March 2021 . Note that notification to participate in the Annual General Meeting may only be done through postal voting.
In order to be entitled to participate in the Annual General Meeting, a shareholder who has had his shares registered in the name of a nominee must, in addition to notifying participation in the Annual General Meeting by casting his postal vote, have the shares registered in his own name in the register of shareholders on Tuesday,
Postal voting
The Board of Directors has decided that shareholders may exercise their voting rights at the AGM only by voting in advance, so-called postal voting, pursuant to § 22 of the Act on Temporary Exceptions to Facilitate the Conducting of Company and Association General Meetings (Lagen (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor). Postal voting will be possible through Tuesday,
Shareholders can vote by post in any of the following ways:
- The completed and signed form must be received by
Euroclear Sweden AB not later than Tuesday,23 March 2021 , and shall be sent toAxfood AB , "Årsstämma", c/oEuroclear Sweden AB , Box 191, SE-101 23Stockholm, Sweden , or may be submitted by email to: generalmeetingservice@euroclear.com. -
Shareholders who are natural persons can also submit postal votes in advance electronically through verification via BankID on
Euroclear Sweden AB's website: https://anmalan.vpc.se/EuroclearProxy/. Such electronically submitted votes must be submitted not later than Tuesday,23 March 2021 .
Shareholders may not accompany their postal votes placed in advance with special instructions or conditions. If such is done, the vote (i.e., the entire postal vote placed in advance) will be rendered invalid. Further instructions and conditions are provided on the early voting form.
For questions concerning the early voting procedure, please contact
Proxies
If a shareholder votes in advance via a representative, a written and dated proxy form, signed by the shareholder, must be attached to the advance voting form. Proxy forms can be downloaded from
Questions
The Board of Directors and the President and CEO shall, if any shareholder requests it 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.
Shareholders who wish to ask questions can do so in any of the following ways:
- Questions can be sent by email to: arsstamma@axfood.se
-
Questions can be sent by post to
Axfood AB (publ), Attn.: Investor Relations, SE- 107 69Stockholm, Sweden .
Questions from shareholders must be received by
Proposed agenda
- Election of a chairman to preside over the Annual General Meeting.
- Election of two persons to check the minutes of the Annual General Meeting.
- Drawing-up and approval of the voting list.
- Approval of the agenda.
- Resolution as to whether the Annual General Meeting has been duly convened.
- Presentation of the annual and sustainability report and auditor's report, of the consolidated accounts and auditor's report for the Group for 2020, the board's report on paid and outstanding compensation covered by the guidelines for executive compensation and the auditor's statement on whether the guidelines have been adhered to.
- Resolution of the Board's compensation report.
- Resolution concerning adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet.
- Resolution on discharge of the directors and president from liability.
- Resolution concerning disposition of the Company's profit in accordance with the adopted balance sheet, and the record date for payment of the dividend.
- Resolution on the number of directors and deputy directors.
- Resolution on directors' fees and auditor's fees.
- Election of the Board of Directors and Chairman of the Board.
- Resolution on instructions for the Nominating Committee.
- 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.
- Resolution on amendments to the Articles of Association.
Recommendation for decision
Point 1 - Chairman to preside over the Annual General Meeting
The Nominating Committee proposes
Point 2 - Persons to check the minutes
The Board of Directors proposes that
Point 3 - The drawing-up and approval of the voting list
The voting list that is proposed for approval is the voting list drawn up by
Point 7 - Compensation report
The Board of Directors proposes that the Annual General Meeting approve the Board's compensation report for 2020. The compensation report will be posted on
Point 10 - Dividend and record dates
The Board of Directors recommends that the 2021 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
The Nominating Committee proposes that the number of directors elected by a general meeting shall be seven (7) 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
· election of
· re-election of
Directors
More detailed presentations of all of the proposed individuals are available on
Point 14 - Instructions for the Nominating Committee
The Nominating Committee proposes that the 2021 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
Euroclear Sweden AB as per the last business day in August the year before the Annual General Meeting. If any of these shareholders chooses to refrain from 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 if it is not required in order for the Nominating Committee to consist of at least three members appointed by shareholders. Unless the committee's members agree otherwise, the Nominating Committee chair shall be the member who is appointed by the largest shareholder. The Nominating Committee's composition shall be publicly announced not later than in conjunction with the Company's release of its interim report for the third quarter.
- 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 their 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 15 - Long-term share-based incentive programme (LTIP2021)
The Board of Directors recommends that the Annual General Meeting resolve in favour of establishing a long-term share-based incentive programme (LTIP2021) for employees of the
(A) Long-term share-based incentive programme
LTIP2021 in summary
The main motives for establishing LTIP2021 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
LTIP2021 includes approximately 75 employees, consisting of the members of
Participants in LTIP2021
Participants in LTIP2021 are broken down into three categories. The first category includes
Personal investment and vesting period
Participation in LTIP2021 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 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
Axfood Group during the vesting period. Further, a grant requires that certain performance-related targets are achieved byAxfood in the manner described under the title 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 767 , which corresponds to 400% of the closing price ofAxfood shares on30 December 2020 (SEK 191.80). If the value ofAxfood's shares, at the time of the grant, 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, 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 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 Grant requires that the TSR exceeds 0% (zero per cent), 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% (ten per cent) or more, accumulated during the 2021-2023 financial years, compared with the level on
Structure and handling
The Board of Directors, or a committee specifically appointed by the Board, shall be responsible for the more detailed structure and handling of LTIP2021, 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 2021 - 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 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 level of these costs will be calculated based on
Effects on important key ratios
Upon full participation in LTIP2021,
Drafting of proposal
LTIP 2021 has been handled by
Other incentive programmes in
Three long-term share-based incentive programmes have been in effect since previously in
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 LTIP2021.
Majority requirement
The Board's recommendation for decision to implement LTIP2021 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 LTIP2021 in accordance with point (A) above.
Purchases 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
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 of the price interval. - Payment of the shares shall be made in cash.
- Purchases may be made for the purpose of securing the Company's obligations arising out of LTIP 2021 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 LTIP2021
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
Axfood (or such higher number of shares that may follow from a recalculation resulting from a bonus issue, split, preferential issue or similar measure) may be transferred. - The shares may be transferred to participants in LTIP2021 who, according to the terms for LTIP2021, 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 2021 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 LTIP2021. The Board of Directors therefore is of the opinion that it is beneficial for the Company to transfer shares in accordance with the proposal.
Special majority requirement
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 16 - 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 description of the objects of the Company's business in § 3:
The objects of the Company's business are
to directly or indirectly conduct trading and consulting activities in the fast moving consumer goods sector and to conduct business compatible therewith,
to conduct hotel and restaurant business and to conduct business compatible therewith,
to own and manage securities, chattels and real property, and in addition to this
to conduct financing business without conducting such business requiring a permit pursuant to the Banking and Financing Business Act (Lagen (2004:297) om bank- och finansieringsrörelse).
(ii) new stipulation in a new § 9 according to which the Board is allowed to collect proxies at the Company's expense, and ahead of a general meeting of shareholders, is allowed to decide that the shareholders shall be able to exercise their voting rights via post in accordance with the procedure stipulated in the Swedish Companies Act (Aktiebolagslagen (2005:551)), with the following wording:
The Board may collect proxies at the Company's expense in accordance with the procedure stipulated in Ch. 7 § 4 second paragraph of the Swedish Companies Act. The Board may also, ahead of a general meeting of shareholders, decide that the shareholders shall be able to exercise their voting rights via post in accordance with the procedure stipulated in Ch. 7 § 4 a second paragraph of the Swedish Companies Act. As a consequence of the addition of the new § 9, a renumbering of the existing articles in the Articles of Association is proposed, whereby the current §§9, 10 and 11 will be §§10, 11 and 12.
The Board's recommendations for new Articles of Association are available at the Company and at www.axfood.se.
Other information regarding the Annual General Meeting
Special majority requirement
A resolution in accordance with point 15b 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. A resolution in favour of the Board's recommendation according to point 16 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 672,108 treasury shares that may not be represented at the Annual General Meeting.
Processing of personal data
Information about the Company's processing of personal data and your rights, see the Integrity Policy via the following link www.axfood.se/om-axfood/dataskydd.
Documents
Information about the people proposed to the Board and the Nomination Committee's reasoned statement is available at www.axfood.se.
Stockholm,
The Board of Directors
For further information, please contact:
Alexander Bergendorf, Head of Investor Relations,
This document is an English translation of the Swedish original. In the event of any discrepancies, the Swedish version shall govern.
Axfood aspires to be the leader in good and sustainable food. Our family of companies includes the store chains Willys and Hemköp as well as Tempo and Handlar'n. B2B sales are handled through Snabbgross, and our support company Dagab is responsible for the Group's product development, purchasing and logistics. The Axfood family also includes Mat.se, Middagsfrid and Urban Deli as well as the partly owned companies Apohem and Eurocash. Together the Group has more than 11,000 employees and sales of more than
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