Notice of Axfood’s 2021 Annual General Meeting
Axfood AB (publ), corporate identity number 556542-0824, herewith issues notice of the Annual General Meeting (AGM) to be held on Wednesday, 24 March 2021. In view of the continuing coronavirus pandemic, the AGM will be conducted in accordance with a postal voting procedure. This means that shareholders will not physically attend the meeting. Participation will instead be conducted by means of the shareholders postal voting and submitting any questions in advance.
The following apply for Axfood’s 2021 Annual General Meeting:
- 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 on Axfood'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 on Axfood'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.
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, 16 March 2021 (so called voting rights registration). Such registration may be temporary (so-called voting rights registration). The registration is requested from the nominee, in accordance with the nominee's routines, at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than Thursday, March 18, 2021 will be taken into account in the production of the share register.
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, 23 March 2021. A special form shall be used for postal voting. The postal voting form is available on Axfood’s website: www.axfood.se.
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 to Axfood AB, ”Årsstämma”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or may be submitted by email to: email@example.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 Euroclear Sweden AB, tel. +46-8-402 90 72 (Monday-Friday 9 a.m–4 p.m.).
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 Axfood’s website: www.axfood.se. If the shareholder is a legal entity, a certificate of registration or other authorization document must be attached to the advance voting form.
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: firstname.lastname@example.org
- Questions can be sent by post to Axfood AB (publ), Attn.: Investor Relations, SE- 107 69 Stockholm, Sweden.
Questions from shareholders must be received by Axfood not later than Sunday, 14 March 2021 and will be responded to by not later than Friday, 19 March 2021. Questions and answers will be kept on hand at Axfood, Solnavägen 4, SE-113 65 Stockholm, and on Axfood’s website, www.axfood.se, and will also be sent to shareholders who request it, provided that the shareholder’s address is known by Axfood or is provided by the shareholder together with the question.
- 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
Axfood’s Nominating Committee ahead of the 2021 Annual General Meeting is made up of Caroline Berg (nominating committee chair, Axel Johnson AB), Martin Gärtner (SEB Fonder), Jan Särlvik (Nordea Funds) and Sussi Kvart (Handelsbanken Fonder). In addition, Axfood’s Chairman, Mia Brunell Livfors, is a co-opted member of the Nominating Committee.
The Nominating Committee proposes Mia Brunell Livfors as AGM chairman or in her absence, the one appointed instead by the Nomination Committee.
Point 2 – Persons to check the minutes
The Board of Directors proposes that Sussi Kvart (Handelsbanken Fonder) and Martin Gärtner (SEB Fonder) are appointed to check the minutes, or if either or both persons cannot participate in the Annual General Meeting, that another one or once appointed by Axfood’s board. The adjustment persons' tasks also include checking the voting list and ensuring that early votes that have been submitted are correctly included in the minutes.
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 Euroclear Sweden AB on behalf of Axfood, based on the general meeting register of shareholders and registered votes, verified by the persons appointed to check the minutes.
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 Axfood’s website, www.axfood.se, in accordance with what is stipulated at the end of this notice under the section Documents.
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 SEK 7.50 per share. The dividend amount will be divided into two payments of SEK 3.75 each. Friday, 26 March 2021 and Friday, 24 September 2021 have been proposed as the record dates for entitlement to the dividend. With the specified record dates, dividends are expected to be paid out on Wednesday, 31 March and Wednesday, 29 September 2021. The last day for trading in the Company’s stock including the right to the first dividend payment is Wednesday, 24 March 2021, and with respect to the second dividend payment, Wednesday, 22 September 2021.
The proposed dividend amounts to a total of SEK 1,568,989,530. This amount is calculated on the total number of shares in the Company less the Company’s holding of treasury shares on the date of this notice. This holding will change before the second record date, partly owing to grants under LTIP2018 and partly owing to the proposal for a long-term incentive programme in this notice if it is adopted. The remaining profits will be carried forward.
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:
• SEK 750,000 for the Chairman of the Board (previously 725,000) and SEK 475,000 for each of the other Annual General Meeting-elected non-executive directors (previously 460,000),
• in addition to directors’ fees, an additional SEK 150,000 for the chair and an additional SEK 75,000 for other members of the audit committee,
- 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 Mia Brunell Livfors, Stina Andersson, Fabian Bengtsson, Caroline Berg, Christer Åberg and Christian Luiga as directors,
• election of Peter Ruzicka as a new director, and
• re-election of Mia Brunell Livfors as Chairman of the Board,
Peter Ruzicka has an MBA from NHH Norwegian School of Economics and has more than twenty years of experience from leading roles in a number of large companies in the food retail and retail industries. He was President and CEO of Orkla between 2014 and 2019, and prior to this he was President of the Norwegian investment company Canica and Vice President of ICA, among other positions. In addition, Peter Ruzicka has many years of experience from a number of directorships and is currently Chairman of the listed jewellery company Pandora and a director of the property companies AKA and Aspelin Ramm Gruppen.
Directors Jesper Lien and Lars Olofsson have declined re-election.
More detailed presentations of all of the proposed individuals are available on Axfood’s website: www.axfood.se.
Point 14 – Instructions for the Nominating Committee
The Nominating Committee proposes that the 2021 Annual General Meeting adopt the following instructions for Axfood’s Nominating Committee, to apply until new instructions have been adopted.
- 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 Axfood Group and of authorizing the Board to decide on purchases of own shares, and that the Annual General Meeting resolve in favour of transfers of treasury shares in accordance with points (A) and (B) below. The programme is in accordance in all essential respects with the long-term share-based incentive programmes that the 2020 Annual General Meeting resolved to establish.
(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 Axfood. Further, it is believed that LTIP2021 will facilitate Axfood in recruiting and retaining persons for the Executive Committee and other key persons.
LTIP2021 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 LTIP2021 requires a personal shareholding in Axfood. After the set vesting period, the participants will be granted shares in Axfood free of charge provided that certain conditions are met. These conditions are: continued employment in the Axfood Group during the vesting period, that the individual continues to own shares in Axfood during the same period of time, and that certain performance targets have been met, which are related to the total shareholder return (“TSR”) on the Company’s shares, the Company’s TSR in relation to the SIX Return Index, the Axfood Group’s total average sales growth contingent upon achievement of a certain average EBIT margin, and a higher portion of sales of sustainability-labelled products. The maximum number of shares in Axfood that may be granted under LTIP2021 shall be limited to 310,000, which corresponds to approximately 0.1% of the total number of shares and votes in the Company.
Participants in LTIP2021
Participants in LTIP2021 are broken down into three categories. The first category includes Axfood’s President (“Category 1”), the second category includes members of Axfood’s Executive Committee excluding the President plus certain, selected key persons (approximately 14 persons) (“Category 2”), and the third category includes members of the management teams of Axfood’s subsidiaries and certain other persons in management functions (approximately 60 persons) (“Category 3”). Additional persons who have not begun their employment in the Axfood Group when the deadline to apply for participation in the programme has expired may be invited to participate provided that their employment began not later than 31 December 2021 (whereby the number of persons in the various categories may be adjusted).
Personal investment and vesting period
Participation in LTIP2021 requires that the participant has a personal shareholding in Axfood that is allocated to LTIP2021 (“savings shares”). Savings shares can either be purchased for LTIP2021 or be held since previously, provided that they have not already been allocated to an incentive programme already in progress. Participation in LTIP2021 can take place with a maximum of 4,700 savings shares (Category 1), 1,250 savings shares (Category 2), or 250 savings shares (Category 3), respectively. For all categories, each savings share entitles its owner to seven performance share rights (“share rights”). If a participant is in possession of inside information and is therefore prevented from purchasing shares in Axfood prior to applying to participate in LTIP2021, purchases of shares shall be made as soon as possible, but before 31 December 2021 at the latest. Any grants of shares in Axfood will normally be made within two weeks after publication of Axfood’s interim report for the period 1 January–31 March 2024. The vesting period commences when the participant accepts an invitation to participate in the programme and continues until the interim report has been published.
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 by Axfood 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 of Axfood shares on 30 December 2020 (SEK 191.80). If the value of Axfood’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.
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 Axfood shares on Nasdaq Stockholm and the average price trend for the SIX Return Index the 20 immediately following stock trading days after Axfood's year-end report for 2020 has been published respectively and the final value shall consist of the average, volume-weighted price paid for Axfood shares on Nasdaq Stockholm and the average price development for the SIX Return Index the 20 immediately following stock trading days after Axfood's year-end report for 2023 has been published respectively. For Series B and Series D, the measurement period shall instead run from 1 January 2021 to 31 December 2023.
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 Axfood Group’s total average sales growth is more than two (2) percentage points higher than Statistics Sweden’s Retail Index, Food Retail, Retail with wide assortment, mainly groceries (“Average Market Growth”). The minimum level for a grant is that the Axfood Group’s total average sales growth is level with Average Market Growth. If the Axfood Group’s total average sales growth is equal to or less than the maximum level but exceeds the minimum level, the grant shall be made on a linear basis according to the value there between. Further, a grant within the framework of Series B requires that the EBIT margin exceeds 3.5% on average.
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 Axfood’s TSR is less than the maximum level, but higher than the minimum level, the grant shall be made on a linear basis according to the values there between.
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 31 December 2020. The minimum level for a grant is that the Axfood Group’s share of sales of sustainability-labelled products is level with the share on 31 December 2020. If the share of sales of sustainability-labelled products is lower than the maximum level, but higher than the minimum level, the grant shall be made on a linear basis according to the values there between.
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 Axfood Group or its external operating environment that could result in the decided conditions for grants and the opportunity to exercise the share rights in accordance with LTIP2021 no longer being suited for their purpose or excessive, the Board shall have the right to make other adjustments. Before the number of shares that are to be granted under the share rights is finally determined, the Board shall assess whether the outcome from LTIP2021 is reasonable. This assessment shall be made in relation to Axfood’s financial result and position, and the conditions in the stock market and in general. If the Board, in its assessment, determines that the outcome is not reasonable, the Board shall reduce the number of shares that are to be granted. The Board shall also have the right to make the adjustments that may be required as a result of legal or administrative circumstances.
The maximum number of shares in Axfood that can be granted under LTIP2021 shall be limited to 310,000, which corresponds to approximately 0.1% of the total number of shares and votes in the Company. Based on the more detailed conditions that the Board decides on, the number of shares covered by LTIP2021 shall be subject to recalculation in the event Axfood carries out a bonus issue, share split or reverse split, preferential issue, dividend compensation or similar measure, while observing customary practice for corresponding incentive programmes.
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 Axfood to entitled participants in LTIP2021. The Board is of the opinion that the latter alternative is the main alternative. The Board has therefore recommended that the Annual General Meeting resolve to authorize the Board to decide on purchases of own shares and transfers of shares in Axfood held by the Company in accordance with point (B) below. Should the Annual General Meeting not approve the Board’s proposal according to point (B) below, the Board intends to enter into the above-mentioned hedge arrangement with a bank to ensure the Company’s obligation to deliver shares in accordance with the programme.
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 SEK 170,10. This estimation is based on the closing price of Axfood shares on 2 February 2021. Assuming participation in the programme by all persons invited to participate, that they make the maximum investment, 100% achievement of the performance targets, and estimations of employee turnover, the total estimated cost of the share rights is approximately SEK 38.1 m. This cost corresponds to approximately 0,09% of Axfood’s market capitalization on 2 February 2021. Based on the assumptions above, it is estimated that the total cost for LTIP2021 including social security costs will be approximately SEK 53.5 m, which on a yearly basis corresponds to approximately 0.2% of Axfood’s total personnel costs during the 2020 financial year.
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 Axfood’s share price development during the vesting period and grants of share rights.
Effects on important key ratios
Upon full participation in LTIP2021, Axfood’s personnel costs on a yearly basis are expected to increase by approximately SEK 18.2 m (including social security costs) based on the assumptions above. On a pro forma basis for 2020 these costs entail a negative effect of approximately 0.03 percentage points on Axfood’s operating margin and a decrease in earnings per share by SEK 0.09. However, the Board believes that the positive effects on Axfood’s financial result that are expected to arise through an increase of the participants’ shareholdings and opportunity for additional grants of shares under the programme outweigh the costs associated with LTIP2021.
Drafting of proposal
LTIP 2021 has been handled by Axfood’s Compensation Committee and the Board of Directors and has been drafted in consultation with external advisers.
Other incentive programmes in Axfood
Three long-term share-based incentive programmes have been in effect since previously in Axfood, which were approved by the 2018-2020 Annual General Meetings, see Note 8 in Axfood’s 2020 Annual Report, which will be kept available on Axfood’s website, www.axfood.se, starting on 3 March 2021 at the latest.
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.
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.
Information about the people proposed to the Board and the Nomination Committee's reasoned statement is available at www.axfood.se.
Axfood's annual and sustainability report and auditor's report, consolidated accounts and consolidated auditor's report, the board's complete proposal for resolutions, the board's compensation report and the auditor's opinion regarding the remuneration guidelines are presented by keeping them available at the company, at Solnavägen 4 in Stockholm, Sweden and at www.axfood.se, from March 3, 2021 at the latest. The documents are sent to those shareholders who specifically request it and state their postal address. The documents can also be requested by phone on +46-8-402 90 51. The Annual General Meeting share register is provided by the company at the above address.
Stockholm, February 2021
Axfood AB (publ)
The Board of Directors
For further information, please contact:
Alexander Bergendorf, Head of Investor Relations, Axfood AB, tel +46 730 49 18 44
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, Handlar’n and Direkten. B2B sales are handled through Axfood 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 10,000 employees and sales of nearly SEK 50 bn. Axfood has been listed on Nasdaq Stockholm since 1997, and the principal owner is Axel Johnson AB. Read more at www.axfood.se