Articles of Association
According to Axfood's Articles of Association, "the objects of the Company's business are to directly or indirectly conduct trading in fast moving consumer goods, wholesaling, retailing and consulting in the fast moving consumer goods sector, especially in the food industry, to own and manage securities, inventories and real property, and to conduct financing business and similar activities." The Board's registered office is in Stockholm. There is no limitation on the voting rights of shares represented at general meetings.
Axfood Aktiebolag (publ.) 556542-0824
The name of the Company is Axfood Aktiebolag. The Company is a public company (publ).
The registered office of the Company shall be situated in Stockholm.
The objects of the Company’s business are to directly or indirectly conduct trading in fast moving consumer goods, wholesaling, retailing and consulting in the fast moving consumer goods sector, especially in the food industry, to own and manage securities, equipment and real property, and 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) and similar activities.
The share capital shall be not less than 100 million Swedish kronor (SEK 100,000,000) and not more than 400 million Swedish kronor (SEK 400,000,000).
The number of shares shall amount to not less than 80 million and not more than 320 million.
The Board of Directors shall – to the extent it is appointed by a general meeting of shareholders – consist of three to ten members, with not more than two deputy members. The Board and its deputy members shall be elected annually at the annual general meeting for a term extending through the end of the next annual general meeting. One or two auditors with not more than two deputy auditors shall be appointed. A chartered accounting firm can be appointed as auditor. The assignment as auditor shall apply until the end of the annual general meeting that is held in the second financial year after that in which the auditor was appointed.
General meetings of shareholders shall be held in Stockholm. At general meetings of shareholders there shall be no restriction of the number of votes for the shares represented. General meetings of shareholders shall be convened by the Chairman of the Board or such person appointed by the Board.
Notices of general meetings of shareholders shall be issued by an announcement in the Official Swedish Gazette (Post- och Inrikes Tidningar) and through posting on the Company's website. At the time such notice is issued, information that the notice has been issued shall be advertised in Svenska Dagbladet. Notices of annual general meetings and of extraordinary general meetings at which matters concerning amendments of the Articles of Association will be dealt with shall be issued not earlier than six weeks and not later than four weeks prior to the meeting in question. For notices of other extraordinary general meetings, the notice shall be issued not earlier than six weeks and not later than three weeks prior to the meeting."
To be able to vote at general meetings, shareholders must be listed on the printout of the entire register of shareholders pertaining to the conditions ten days prior to the meeting and must notify the Company of their intention to attend the meeting no later than on the date indicated in the summons to the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer eve, Christmas eve or New Year’s eve, and may not fall earlier than the fifth weekday before the meeting.
Shareholders may be accompanied at a general meeting by one or two assistants, however, only if the shareholder has notified the Company about the number of assistants in the manner specified in the preceding paragraph.
The following items of business shall be dealt with at the annual general meeting:
1. Election of a chairman to preside over the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda for the meeting
4. Election of one or two persons to check and sign the minutes
5. Determination if the meeting has been properly convened
6. Presentation the annual report for the parent company and group and the audit report
7. Resolutions regarding:
- adoption of the balance sheet and income statement of the parent company and group
- appropriation of the Company's profit or loss according to the adopted balance sheet
- discharge from liability of the members of the Board and president
8. Determination of the number of board members and the number of deputy board
members, and the number of auditors and deputy auditors
9. Determination of the fees to be paid to the Board of Directors and auditors
10. Election of the Board of Directors, deputy board members and, when required, of the auditors and deputy auditors
11. Election of the Chairman of the Board
12. Establishment of guidelines for appointment of a nominating committee
13. Establishment of principles for compensation of members of the Company's Executive Committee
14. Other items of business that should be dealt with by an annual general meeting pursuant to the Swedish Companies Act (Aktiebolagslagen (2005:551)).
The Company's financial year shall coincide with the calendar year.
The Company's shares shall be registered in a settlement register as stipulated in the Financial Instruments Act (Lagen (1998:1479) om kontoföring av finansiella instrument).
Approved at Annual General Meeting March 18th, 2015