Notice of Axfood’s 2024 Annual General Meeting

Welcome to the Annual General Meeting (AGM) of Axfood AB (publ), corporate registration number 556542-0824, to be held on Wednesday, 20 March 2024 at 5:00 p.m. at Münchenbryggeriet, Torkel Knutssonsgatan 2 in Stockholm, Sweden. Registration for the AGM will open at 4:00 p.m. The Board of Directors has decided that shareholders may also exercise their voting rights at the AGM by postal voting, as stipulated in Axfood’s Articles of Association.

Registration and notification

Shareholders who wish to participate in the proceedings of the AGM must:

• be registered as shareholders in the register of shareholders produced by Euroclear Sweden as of Tuesday, 12 March 2024, and
• notify the Company in accordance with the instructions under the heading Participation at the AGM venue or alternatively submit a postal vote in accordance with the instructions under the heading Postal voting not later than Thursday, 14 March 2024.

To be entitled to participate in the AGM, a shareholder who has had their shares registered in the name of a nominee must, in addition to notifying the Company of their participation in the AGM, have the shares registered in their own name in the register of shareholders by the record date of Tuesday, 12 March 2024. Such registration may be temporary (so-called voting rights registration). The registration is to be requested in advance from the nominee, in accordance with the nominee’s procedures, at such time as the nominee determines. Voting rights registrations carried out by the nominee no later than Thursday, 14 March 2024 will be taken into account in the production of the register of shareholders.

Participation at the AGM venue

Shareholders who wish to participate at the AGM venue must notify the Company of this no later than Thursday, 14 March 2024. The notification can be submitted in any of the following ways:

• by post to Computershare AB, ”Axfood AGM“, Box 5267, 102 46 Stockholm, Sweden,
• by phone at +46 (0) 771 24 60 00 on weekdays between 9:00 a.m. and 4:00 p.m.,
• by e-mail to [email protected], or
• by using the link on Axfood’s website: www.axfood.com.

The notification must include the shareholder’s name and personal identity number or corporate registration number, address, telephone number, and the number of any assistants (a maximum of two) accompanying the shareholder.

Shareholders who participate via a proxy must issue a written and dated power of attorney for the proxy. The representative of a legal entity must present a copy of the registration certificate or equivalent authorisation documents that show the authorised signatory. The shareholder should send the authorisation documents (power of attorney and/or registration certificate) to Computershare (who administrate the AGM) at the address above in due time before the AGM. Proxy forms can be downloaded from Axfood’s website.

Postal voting

Shareholders who wish to participate in the AGM by postal voting must submit their postal votes so that their postal vote is received by Computershare no later than Thursday, 14 March 2024. A special form shall be used for postal voting. The completed and signed form may be submitted either by email to [email protected] or mail to Computershare AB, “Axfood AGM”, Box 5267, SE-102 46 Stockholm, Sweden. Shareholders may also submit postal votes electronically through verification via BankID by link on Axfood’s website. Shareholders may not include special instructions or terms with the postal vote. Should this be done, the entire postal vote will be rendered invalid. Further instructions and terms are included on the postal voting form, which is available on Axfood’s website.

If a shareholder submits their postal vote through a proxy, a written and dated power of attorney signed by the shareholder should be attached to the postal voting form. Power of attorney forms can be downloaded from Axfood’s website. If the shareholder is a legal entity, a certificate of registration or equivalent authorisation document must be attached to the form.

Shareholders who wish to participate at the AGM venue, either in person or through a proxy, must notify the Company of this in accordance with the instructions under the heading Participation at the AGM venue above. This means that notification through postal voting alone is not sufficient for shareholders who wish to participate at the AGM venue.

Proposed agenda

1. Opening of the AGM.
2. Election of Chairman of the AGM.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes of the AGM.
6. Determination of whether the AGM has been duly convened.
7. Presentation of the Annual and Sustainability Report and Auditor’s Report, the Consolidated Accounts and the Auditor’s Report on the Consolidated Accounts for 2023.
8. Presentation by the Chief Executive Officer and questions from shareholders.
9. Resolution on the adoption of the Income Statement and Balance Sheet, and the Consolidated Income Statement and Consolidated Balance Sheet.
10. Resolution on the discharge from liability of the Board directors and the Chief Executive Officer.
11. Resolution on the disposition of the Company’s profit in accordance with the adopted Balance Sheet, and the record dates for payment of the dividend.
12. Resolution on approval of the Board’s Remuneration Report.
13. Determination of the number of Board Directors and Deputy Directors, as well as the number of Auditors and Deputy Auditors.
14. Determination of the renumeration of the Board and the Auditor.
15. Election of Board Directors and Chairman of the Board.
16. Election of Auditor.
17. Resolution on revised instruction to the Nominating Committee.
18. Resolutions concerning (a) a long-term share-based incentive programme, and (b) authorisation for the Board to decide on purchases of treasury shares, and transfers of treasury shares.
19. Resolution on amendments to the Articles of Association.
20. Closing of the AGM.

Item 2 – Election of Chairman of the AGM

Axfood’s Nominating Committee ahead of the 2024 AGM consists of Marie Ehrling (Nominating Committee Chairman, Axel Johnson Aktiebolag), Caroline Sjösten (Swedbank Robur Fonder), Sussi Kvart (Handelsbanken Fonder) and Hjalmar Ek (Lannebo Fonder). In addition, Mia Brunell Livfors, Chairman of the Board of Axfood, is a co-opted member of the Nominating Committee.

The Nominating Committee proposes Mia Brunell Livfors to serve as Chairman of the AGM, or in her absence, the person appointed by Axfood’s Nominating Committee.

Item 3 – Voting list

The voting list to be prepared by Computershare AB on behalf of the Company, based on the general meeting share register, shareholders registered for the AGM and present at the AGM, as well as postal votes received, is proposed as voting list.

Item 11 – Dividend and record dates

The Board of Directors proposes that the 2024 AGM resolves in favour of payment of a dividend of SEK 8,50 per share. The amount will be divided into two equal payments of SEK 4,25 each. The record dates proposed for the payments are Friday, 22 March 2024 and Friday, 20 September 2024. With the specified record dates, dividends are expected to be paid on Wednesday, 27 March and Wednesday, 25 September 2024. The last dates for trading in the Company’s shares including the right to a dividend are Wednesday, 20 March and Wednesday, 18 September 2024.

Item 12 – The Board’s remuneration report

The Board of Directors proposes that the AGM approves the Board’s remuneration report for 2023.

Item 13 – Number of Directors, Deputy Directors, Auditors and Deputy Auditors

The Nominating Committee proposes that;

• the number of AGM-elected directors shall be seven (7) without any deputies; and
• the number of auditors shall be one (1) audit firm without any deputy auditors.

Item 14 – Directors’ fees and Auditor’s fees

The Nominating Committee proposes the following directors’ fees and auditor’s fees:

• SEK 820,000 (previously 800,000) for the Chairman of the Board and SEK 525,000 (previously 510,000) for each of the other AGM-elected non-executive directors,
• in addition to directors’ fees, an additional SEK 230,000 (previously 200,000) for the Chairman of the Audit Committee and an additional SEK 105,000 (previously 100,000) for other members of the Audit Committee,
• in addition to directors’ fees, an additional SEK 75,000 (unchanged) for the Chairman of the Remuneration Committee and an additional SEK 50,000 (unchanged) for other members of the Remuneration Committee,
• in addition to directors’ fees, an additional SEK 20,000 per physical board meeting that takes place in Stockholm for attending directors who do not live in Sweden, and auditor’s fees in accordance with approved invoices.

Item 15 – Election of the Board of Directors and Chairman of the Board

The Nominating Committee proposes:

• re-election of directors Fabian Bengtsson, Caroline Berg, Mia Brunell Livfors, Thomas Ekman, Christian Luiga, Peter Ruzicka and Sara Öhrvall, and
• new election of Thomas Ekman as Chairman of the Board.

More detailed presentations of all proposed individuals are available on Axfood’s website.

Item 16 – Election of Auditor

The Nominating Committee proposes re-election of Deloitte as auditor for the period until the end of the 2026 AGM. Provided that re-election occur, Deloitte has notified the Company that Authorised Public Accountant Didrik Roos will continue as chief auditor. The proposal is in accordance with the Audit Committee’s recommendation.

Item 17 – Revised instruction for the Nominating Committee

At the 2021 AGM, an instruction was adopted for the composition and work of the Nominating Committee, to apply until further notice. The Nominating Committee has evaluated the current instruction and suggests that it should be supplemented with the requirement that the Chairman of the Board must convene the Nominating Committee and be co-opted to the Nominating Committee, and that paragraph 4.1. in the Swedish Code of Corporate Governance shall be applied as diversity policy by the Nominating Committee. In addition, editorial changes are proposed.

Thus, the Nominating Committee proposes that the 2024 AGM adopts the following instruction for Axfood's Nominating Committee, to apply until another instruction is adopted.

The Company shall have a Nominating Committee composed of members appointed by each of the four largest known shareholders in the Company in terms of votes as per the last business day in August the year before the AGM. If any of these shareholders chooses to waive 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, unless it is required for the Nominating Committee to consist of at least three members appointed by shareholders. The Chairman of the Board shall convene the Nominating Committee and shall also be co-opted to the Nominating Committee. The Chairman of the Nominating Committee shall, unless the members agree otherwise, be the member appointed by the largest shareholder. The composition of the Nominating Committee shall be publicly announced at the latest in connection with the Company's publication of the interim report for the third quarter.

The Nominating Committee's term of office extends until a new Nominating Committee has been appointed. If a shareholder that has appointed a member of the Nominating Committee, during the term of office ceases to be one of the four (or, as applicable, maximum six) largest shareholders, the member appointed by such shareholder shall make its 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 the change occurs later than three months before the AGM, no changes shall take place in the composition of the Nominating Committee, unless there are special reasons. If a member chooses to leave the Nominating Committee before its work is completed, the shareholder who appointed the member shall have the right to appoint a new member. Changes in the composition of the Nominating Committee must be announced as soon as they have taken place.

The Nominating Committee's task is to submit proposals before the annual general meeting for a) the Chairman of the AGM, b) election of Board Directors, c) election of Board Chairman, d) renumeration of the Board and other compensation for e.g. committee work, e) where applicable, election of Auditor and Auditor's fee and f) where applicable, changes in the instructions for the Nominating Committee.

The Nominating Committee's proposal for the AGM must be made public in connection with the notice of the AGM. All shareholders have the right to submit proposals to the Nominating Committee.

The Nominating Committee shall apply paragraph 4.1 of the Swedish Code of Corporate Governance as diversity policy and shall, when carrying out its mission, also fulfil all other tasks and responsibilities of a Nominating Committee as required by the Swedish Code of Corporate Governance. The Company shall, at the request of the Nominating Committee, provide personnel resources such as secretarial functions in the Nominating Committee to facilitate the Nominating Committee's work. If necessary, the Company must also be able to assume responsibility for reasonable costs for external consultants that the Nominating Committee deems necessary for the Nominating Committee to be able to fulfil its mission.

Item 18 - Long-term share-based incentive programme (LTIP 2024)

The Board of Directors proposes that the AGM resolve in favour of establishing a long-term share-based incentive programme (LTIP 2024) for employees of the Axfood Group and authorising the Board to decide on purchases of own shares, and that the AGM resolve in favour of transfers of treasury shares in accordance with items (A) and (B) below. The programme resembles the long-term share-based incentive programme that the 2023 AGM resolved to establish in all essential respects, except for the changes that Rusta is added to and Anora Group is removed from the Reference Group, as defined below, and that it is proposed that a maximum om 85 employees (previously 80) are offered to participate in the program.

A) Long-term share-based incentive programme

LTIP 2024 in summary

The main motives for establishing LTIP 2024 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. Furthermore, it is believed that LTIP 2024 will aid Axfood in recruiting and retaining persons for the Executive Committee and other key persons.

LTIP 2024 includes approximately 85 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 2024 requires a personal shareholding in Axfood. After the set vesting period, the participants will be allotted 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 and that the individual continues to own shares in Axfood during the same period of time. Moreover, for each serie certain performance targets must have been met, which are related to the total shareholder return (“TSR”) on the Company’s shares, 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 allotted under LTIP 2024 shall be limited to 385,000, which corresponds to approximately 0.2% of the total number of shares and votes in the Company.

Participants in LTIP 2024

Participants in LTIP 2024 are broken down into three categories. The first category includes Axfood’s Chief Executive Officer (“Category 1”), the second category includes members of Axfood’s Executive Committee excluding the Chief Executive Officer plus certain, selected key persons (approximately 20 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 64 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 no later than 31 December 2024 (whereby the number of persons in the various categories may be adjusted).

Personal investment and vesting period

Participation in LTIP 2024 requires that the participant has a personal shareholding in Axfood that is allocated to LTIP 2024 (“savings shares”). Savings shares can either be purchased for LTIP 2024 or be held previously, provided that they have not already been allocated to an incentive programme already in progress. Participation in LTIP 2024 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 LTIP 2024, purchases of shares shall be made as soon as possible, but before 31 December 2024 at the latest. Any allotments of shares in Axfood will normally be made within two weeks after publication of Axfood’s interim report for the 1 January–31 March 2027 period. 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 allotted free of charge during a certain period of time after the AGM.
• Share rights cannot be transferred or pledged.
• A precondition for the right to receive share allotments supported by share rights is that the participant has not sold any of their savings shares and, with certain limited exceptions, that the participant remains employed in the Axfood Group during the vesting period. Furthermore, an allotment requires that certain performance-related targets are achieved by Axfood in the manner described under 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 1,092, which corresponds to 400% of the closing price for Axfood shares on 29 December 2023 (SEK 273.00). If the value of Axfood’s shares at the time of the allotment exceeds the maximum value, the number of shares that each share right carries entitlement to will be decreased to a corresponding degree.

Performance targets

The share rights are broken down into Series A, Series B, Series C and Series D. Of the seven (7) share rights that the participant may receive 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 allotment 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 (regarding Series C) for a group of reference companies (the “Reference Group”)¹ on the 20 share trading days immediately after Axfood’s year-end report for 2023 has been published, respectively. The final value shall consist of the average, volume-weighted price paid for Axfood shares on Nasdaq Stockholm and (regarding Series C) the Reference Group on the 20 share trading days immediately after Axfood’s year-end report for 2026 has been published, respectively. For Series B and Series D, the measurement period shall instead run from 1 January 2024 to 31 December 2026. 

Series A
Allotment requires that Axfood’s TSR exceeds 0% (zero per cent), whereby the maximum allotment will be made.

Series B
The maximum level that carries entitlement to a full allotment is that the Axfood Group’s total average sales growth is more than two (2) percentage units higher than Statistics Sweden’s Retail Index, Food Retail, Retail with wide assortment, mainly groceries (“Average Market Growth”). The minimum level for an allotment is that the Axfood Group’s total average sales growth is on par 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 allotment shall be made on a straight-line basis according to the values there between. Furthermore, an allotment 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 allotment is if the performance of Axfood’s TSR is equal to or exceeds the accumulated TSR performance of the equally weighted average index of the Reference Group by ten (10) percentage units. The minimum level for an allotment is a TSR performance that is on par with the accumulated TSR performance in relation to the equally weighted average index for the Reference Group. If Axfood’s TSR performance is less than the maximum level, but higher than the minimum level, the allotment shall be made on a straight-line basis according to the values there between.

Series D
The maximum level that carries entitlement to a full allotment is an increase in the share of sales of sustainability-labelled products by 10% (ten per cent) or more, accumulated during the 2024–2026 financial years, compared with the level on 31 December 2023. The minimum level for an allotment is that the Axfood Group’s share of sales of sustainability-labelled products is on par with the share on 31 December 2023. If the share of sales of sustainability-labelled products is lower than the maximum level, but higher than the minimum level, the allotment shall be made on a straight-line basis according to the values there between.

1) The Reference Group consists of AAK, Carlsberg B, Clas Ohlson B, Cloetta B, Electrolux B, Essity B, Europris, H&M B, Kesko B, Orkla, Midsona B, Rusta and Scandi Standard. They are also measured for TSR.

Structure and preparation of proposal

The Board of Directors, or a committee specifically appointed by the Board, shall be responsible for the more detailed structure and handling of LTIP 2024, 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 allotments and the opportunity to exercise the share rights in accordance with LTIP 2024 no longer being suitable or being excessive, the Board shall have the right to make other adjustments. Before the number of shares that are to be allotted under the share rights is finally determined, the Board shall assess whether the outcome from LTIP 2024 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 allotted. The Board shall also have the right to make the adjustments that may be required as a result of legal or administrative circumstances.

Scope

The maximum number of shares in Axfood that may be allotted under LTIP 2024 shall be limited to 385,000, which corresponds to approximately 0.2% 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 LTIP 2024 may be subject to recalculation in the event that Axfood carries out a bonus issue, share split or reverse split, rights issue, dividend compensation or similar measure, while observing customary practice for corresponding incentive programmes.

Hedge measures

The Board has considered two alternative hedge measures for LTIP 2024 – 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 LTIP 2024. The Board is of the opinion that the latter alternative is the main alternative. The Board has therefore proposed that the AGM resolve to authorise the Board to decide on purchases of own shares, and transfers of shares in Axfood held by the Company in accordance with item (B) below. Should the AGM not approve the Board’s proposal in accordance with item (B) below, the Board intends to enter into the above-mentioned hedge arrangement with a bank to secure 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 can be calculated. The Board has estimated the average value of each share right to be SEK 233.70. This estimate is based on the closing price for Axfood shares on 7 February 2024. Assuming participation in the programme by all persons invited to participate, that they make the maximum investment, 100% achievement of the performance targets, and estimates of employee turnover, the total estimated cost of the share rights is approximately SEK 64.3 m. This cost corresponds to approximately 0.10% of Axfood’s market capitalisation on 7 February 2024. Based on the assumptions above, it is estimated that the total cost for LTIP 2024 including social security contributions will be approximately SEK 91.3 m, which on an annual basis corresponds to approximately 0.3% of Axfood’s total personnel costs during the 2023 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 contributions will be expensed in the income statement over the vesting period in accordance with UFR 7. The level of these costs will be calculated based on Axfood’s share price performance during the vesting period and allotments of share rights.

Effects on important key ratios

Upon full participation in LTIP 2024, Axfood’s personnel costs on an annual basis are expected to increase by approximately SEK 31.0 m (including social security contributions) based on the assumptions above. On a pro forma basis for 2023, these costs entail a negative effect of approximately 0.04 percentage units on Axfood’s operating margin and a decrease in earnings per share by SEK 0.13. However, the Board believes that the positive effects on Axfood’s financial result that are expected to arise through an increase in the participants’ shareholdings and opportunity for additional allotments of shares under the programme outweigh the costs associated with LTIP 2024.

Drafting of proposal

The proposal for LTIP 2024 has been prepared by Axfood’s Remuneration 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 in Axfood which were approved by the 2021–2023 AGMs are already in effect. See Note 6 in Axfood’s 2023 Annual and Sustainability Report, which will be kept available on Axfood’s website on 1 March 2024 at the latest.

The Board’s proposal for resolution

In reference to the description above, the Board of Directors proposes that the AGM vote in favour of LTIP 2024.

Majority requirement

The Board’s proposal for a resolution to implement LTIP 2024 requires that the resolution is supported by shareholders representing more than half of the votes represented at the AGM.

(B) Authorisation for the Board to decide on purchases of own shares and transfers of treasury shares.

The Board’s proposal for a resolution to authorise the Board of Directors to decide on purchases of own shares and its proposal for decisions concerning transfers of treasury shares in accordance with the description below are conditional upon the AGM first voting in favour of LTIP 2024 in accordance with item (A) above.

Share repurchases

The Board of Directors proposes that the AGM resolve to authorise the Board to, on one or more occasions during the period up until the next AGM, decide on purchases of own shares in accordance with the following:

• Purchases may be made of a maximum of 385,000 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), meaning 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 the price interval.
• Payment for the shares shall be made in cash.
• Purchases may be made for the purpose of securing the Company’s obligations under LTIP 2024 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 LTIP 2024

The Board of Directors proposes that the AGM resolve to transfer shares in the Company as follows:

• A maximum of 385,000 shares in Axfood (or such higher number of shares that may follow from a recalculation resulting from a bonus issue, split, rights issue or similar measure) may be transferred.
• The shares may be transferred to participants in LTIP 2024 who, according to the terms for LTIP 2024, 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 2024 are entitled to receive allotments of shares.

The reasons for the deviation from the shareholders’ preferential rights is that the transfer of shares is part of the execution of LTIP 2024. The Board of Directors is therefore of the opinion that it is beneficial for the Company to transfer shares in accordance with the proposal.

Special majority requirement

Resolution by the AGM in accordance with item (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 AGM.

Item 19 – Resolution on amendments to the Articles of Association

By a change in the law that came into force on 1 January 2024, general meetings are allowed to be conducted entirely digitally. Axfood's Board of Directors, just as the College for Swedish Corporate Governance, believes that physical meetings are preferable, as the physical meeting between company management and shareholders is an important part of the successful Swedish corporate governance model. However, when special circumstances, such as pandemic outbreaks, exist there may be a need to hold fully digital meetings. Against this background, the board proposes that the AGM decide on an addition to § 9 of the articles of association that allows the board to decide that a general meeting shall be held digitally.

Other information regarding the AGM

Special majority requirement

A resolution in favour of the Board’s proposal in accordance with item 18 (B) (authorisation for Board to decide on purchases of own shares and transfers of treasury shares) 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 AGM. A resolution in favour of the Board’s proposal in accordance with item 19 (amendments to the Articles of Association) is only valid if it is supported by shareholders representing at least two-thirds of both the number of votes and shares represented at the AGM.

Shares and votes

On the day this notice was issued, the Company had a total of 216,843,240 shares in issue with one vote each, of which the Company owns 1,065,652 treasury shares that may not be represented at the AGM.

Disclosures at the AGM

The Board of Directors and the CEO shall, if any shareholder so requests 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.

Processing of personal data

For information about Axfood’s processing of personal data and your rights, see the Integrity Policy via the following link https://www.axfood.com/about-axfood/data-protection/.

Language

The AGM will be held in Swedish.

Documents

The Nominating Committee’s reasoned statement and information about the individuals proposed for election to the Board are available on Axfood’s website, www.axfood.com. Axfood’s Annual and Sustainability Report 2023, auditor’s report, consolidated financial statements and consolidated auditor’s report, the Board’s statement concerning dividends in accordance with Chapter 18, Section 4 of the Swedish Companies Act and purchases of own shares in accordance with Chapter 19, Section 22 of the Swedish Companies Act, the Board’s remuneration report in accordance with Chapter 8, Section 53a of the Swedish Companies Act, the auditor’s opinion regarding the remuneration guidelines in accordance with Chapter 8, Section 54 of the Swedish Companies Act and the Articles of Association in their proposed wording will be available from the Company at Solnavägen 4 in Stockholm, Sweden and on Axfood’s website no later than three weeks before the AGM. The complete proposals are, otherwise, presented under each item in the AGM notice. Documents will be sent to those shareholders who specifically request it and state their postal address. The documents can be requested by email to [email protected], by post to Computershare AB, ”Axfood AGM”, Box 5267, SE-102 46 Stockholm, Sweden or by phone to +46 (0) 771 24 60 00.
 

Stockholm, February 2024

Axfood AB (publ)

Board of Directors

This document is an English translation of the Swedish original. In the event of any discrepancies, the Swedish version shall prevail.



For further information, please contact:
Alexander Bergendorf, Head of Investor Relations, Axfood AB, tel +46 73 049 18 44