Resolutions made at Axfood’s 2019 AGM

The Annual General Meeting of Axfood Aktiebolag (publ) was held on Thursday, 21 March 2019, in Stockholm.

Adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet 
The AGM adopted the parent company and consolidated income statements and balance sheets for the 2018 financial year.

Discharge from liability
The AGM discharged the board members and President from liability for the 2018 financial year.

Dividend
The AGM resolved in favour of a dividend of SEK 7.00 per share. The record date to receive dividends is Monday, 25 March 2019. Dividends are expected to be paid out on Thursday, 28 March 2019.

Board of Directors
The AGM resolved that the number of board members shall be seven, with no deputy directors. Stina Andersson, Fabian Bengtsson, Caroline Berg, Mia Brunell Livfors, Jesper Lien, Lars Olofsson and Christer Åberg were re-elected as directors. Mia Brunell Livfors was re-elected as Chairman of the Board.

Directors’ fees
The AGM resolved that directors’ fees of SEK 690,000 shall be paid to the Chairman of the Board, SEK 530,000 to the Vice Chairman of the Board, and SEK 435,000 to each of the other AGM-elected directors.

Nominating Committee
The AGM resolved to adopt guidelines for Axfood’s nominating committee ahead of the next Annual General Meeting, which correspond to the guidelines adopted by the 2018 Annual General Meeting.

Guidelines for compensation of senior executives
The AGM resolved to adopt guidelines for compensation of senior executives that are in accordance with the guidelines approved by the 2018 Annual General Meeting.

Long-term share-based incentive programme (LTIP)
LTIP 2019
The AGM resolved to implement a long-term share-based incentive programme (LTIP 2019). The programme is in accordance in all essential respects with LTIP 2017 and LTIP 2018, with the addition of a performance target for sustainability-certified products.

LTIP 2019 includes approximately 75 employees, consisting of the members of Axfood’s Executive Committee, members of the management teams of Axfood’s subsidiaries, and certain other persons in management functions. Participation in LTIP 2019 requires that the participant has a personal shareholding in Axfood that is allocated to LTIP 2019. Depending on their participant category, participants will be given the opportunity to allocate a maximum of 4,700, 850 or 250 shares to the programme. After the set vesting period, the participants will be granted shares in Axfood free of charge provided that certain conditions are met. Receiving such a grant requires continued employment in the Axfood Group during the vesting period and that the individual continues to own shares in Axfood during the same period of time. Grants of shares for Series A requires that the total shareholder return (TSR) on the Company’s shares exceeds zero per cent during the measurement period. Grants of shares for Series B are based on the Axfood Group’s total average sales growth and are contingent upon achievement of a certain, average EBIT margin. Grants of shares for Series C are based on the Company’s TSR in relation to the SIX Return Index, and grants of shares for Series D require a proportional increase in sales of sustainability-certified products for the Axfood Group. The maximum number of shares in Axfood that can be granted under LTIP 2019 shall be limited to 265,000. Based on an unchanged share price during the term of the programme, a three-year vesting period and certain other assumptions, the total cost for LTIP 2019 including social security costs is estimated to be approximately SEK 38.1 m.

The main motives for establishing LTIP 2019 are to align the shareholders’ interests with those of the members of the Executive Committee and other key persons in ensuring maximum long-term value creation and to encourage personal shareholding in Axfood. Further, it is believed that LTIP 2019 will facilitate Axfood in recruiting and retaining persons for the Executive Committee and other key persons.

Purchases of own shares and transfers of treasury shares
The AGM also resolved to authorize the Board to, on one or more occasions during the period until the next Annual General Meeting, decide on purchases of a maximum of 265,000 of the Company’s own shares. Purchases of shares shall be made on Nasdaq Stockholm and at a price per share that is within the registered price interval at any given time (the spread). Purchases may be made for the purpose of securing the Company’s obligations arising out of LTIP 2019 and any other share-based incentive programmes.

Further, the AGM resolved to transfer a maximum of 265,000 shares in Axfood to participants in LTIP 2019 who, in accordance with the terms of LTIP 2019, are entitled to receive shares.

Employee purchases of shares in subsidiaries
The AGM resolved that employees of the Axfood Group shall be given the opportunity to purchase shares in store companies in Hemköpskedjan, in accordance with the same terms as those approved by previous Annual General Meetings. The persons who shall have the right to purchase shares are store managers (presidents) of store companies that are operated and/or established within Hemköpskedjan. The resolution covers a maximum of ten Hemköp stores and applies for the period until Axfood’s 2020 Annual General Meeting. 

Complete information and resolutions
All resolutions were in accordance with the recommendations made by the Board of Directors and Nominating Committee to the AGM.

Complete information about the AGM’s resolutions is available on Axfood’s website: www.axfood.se.