Nominating committee

The 2026 Annual General Meeting (AGM) adopted the following instructions for Axfood’s Nominating Committee, to apply until new instructions have been adopted.

The company shall, in general, have a Nominating Committee consisting of one member appointed by each of the four largest known shareholders in the company in terms of voting rights on the last banking day in July prior to the annual general meeting. If any of the eligible shareholders declines to appoint a member, the next largest shareholder shall be asked. However, no more than the six largest shareholders need to be asked, unless it is necessary for the Nominating Committee to consist of at least three members. The chairman of the board shall convene the Nominating Committee and shall also be co-opted to the Nominating Committee. The chair of the Nominating Committee shall be the member appointed by the largest shareholder, unless the members agree otherwise. The composition of the Nominating Committee shall be announced no later than six months before the AGM. The Nominating Committee's term of office shall extend until a new Nominating Committee has been appointed.

If a shareholder who has appointed a member of the Nominating Committee during the term of office 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 or her seat available. The shareholder who has become one of the largest shareholders shall then be asked whether it wishes to appoint a member or leave the Nominating Committee unchanged. 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 be made to the composition of the Nominating Committee, unless there are special reasons for doing so. If a shareholder who has appointed a member ceases to be a shareholder, the member appointed shall leave the Nominating Committee.

If a member resigns or is prevented from completing his or her assignment before the Nominating Committee's work is completed, the shareholder who appointed the member shall have the right to appoint a new member. If this does not occur, the next shareholder in order of size shall be asked until at least the six largest shareholders have been asked. If necessary for the Nominating Committee to consist of at least three members, more than six shareholders shall be asked. If the right to appoint a member is not exercised within a reasonable time, the right to appoint a new member shall pass to the next shareholder in order of size.

Changes in the composition of the Nominating Committee shall be announced as soon as they occur.

The Nominating Committee's assignment is to submit proposals to the AGM regarding; a) Chairman of the AGM, b) number of Board members, c) election of Board members, d) election of the Chairman of the Board, e) Board fees and other remuneration for, e.g., committee work, f) Auditor fees and, where applicable, the number of Auditors and the election of Auditor(s), and g) where applicable, changes to the instructions for the Nominating Committee. The Nominating Committee's proposals to the AGM shall be announced no later than in connection with the notice to attend the AGM. All shareholders are entitled to submit proposals to the Nominating Committee.

The Nominating Committee shall apply section 4.1 of the Swedish Corporate Governance Code as its diversity policy and shall also perform the other duties incumbent upon a Nominating Committee under the Swedish Corporate Governance Code. At the request of the Nominating Committee, the company shall provide human resources, such as a secretary function for the Nominating Committee, to facilitate the work of the Nominating Committee. If necessary, the company shall also cover reasonable costs for external consultants that the Nominating Committee deems necessary for its assignment. 

Nominating Committee ahead of the 2026 AGM

Ahead of the 2026 AGM, which was held on 18 March, and in accordance with the applicable instructions for the Axfood Nominating Committee, the following members were appointed: Marie Ehrling (Axel Johnson AB), Caroline Sjösten (Swedbank Robur Funds), Sussi Kvart (Handelsbanken Funds) and Erik Durhan (Lannebo Funds). Marie Ehrling served as Chairman of the Nominating Committee. Axfood’s Chairman, Caroline Berg, was a co-opted member of the Nominating Committee. Together the Nominating Committee represented approximately 58.7 percent of the votes and capital in Axfood as per 29 August 2025.