Articles of Association
Articles of Association
Axfood's Articles of Association was adopted by the Annual General Meeting on 22 March 2023.
Axfood Aktiebolag (publ.) Corporate reg no: 556542-0824
The name of the Company is Axfood AB. 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 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).
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 notify the company about this not later than the day stated in the notice of the general 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 Board may collect proxies at the Company’s expense in accordance with the procedure stipulated in Chapter 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 Chapter 7 § 4 a second paragraph of the Swedish Companies Act.
The Board may resolve that persons not being shareholders of the company shall, on the conditions stipulated by the Board, be allowed to attend or in any matter follow the discussions at a general meeting of shareholders.
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 respectively.
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. Other matters that come before the annual general meeting in accordance with the Swedish Companies Act (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 Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (Lag (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).