Notice of Axfood’s 2022 Annual General Meeting

The following applies for Axfood’s 2022 AGM:

• 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.
• A recording with President and CEO Klas Balkow will be available on Axfood’s website by 21 March 2022 at the latest. In connection therewith, other relevant presentation materials will also be published on Axfood’s website.
• A press release will be published after the AGM with information on the significant approved resolutions.
• The shareholders’ right to request information will be upheld by allowing such requests to be submitted in advance in the manner described below. The questions will be responded to and published on Axfood’s website by Friday, 18 March 2022 at the latest.

Participation

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

• be registered in the register of shareholders maintained by Euroclear Sweden AB as of Tuesday, 15 March 2022, 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, 22 March 2022. Note that notification to participate in the AGM may only be done through postal voting.

In order 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 participation in the AGM by casting their postal vote, have the shares registered in their own name in the register of shareholders on the record date of Tuesday, 15 March 2022. Such registration may be temporary (so-called voting rights registration). The registration is to be requested from the nominee, in accordance with the nominee’s procedures, at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than Thursday, 17 March 2022 will be taken into account in the production of the register of shareholders.

Postal voting

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 the Act on Temporary Exceptions to Facilitate the Conducting of Company and Association General Meetings (prop. 2021/22:112). The Act is expected to enter into force on 1 March 2022. Postal voting will be possible through Tuesday, 22 March 2022. A special form shall be used for postal voting. The form and additional information on postal voting are available on Axfood’s website, www.axfood.se.

Shareholders can vote by post in any of the following ways:

1. The completed and signed form must be received by Euroclear Sweden AB no later than Tuesday, 22 March 2022, 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: generalmeetingservice@euroclear.com.

2. Shareholders who are natural persons can also submit postal votes electronically through verification via BankID on Euroclear Sweden AB’s website: https://anmalan.vpc.se/euroclearProxy. Such electronically submitted votes must be submitted no later than Tuesday, 22 March 2022.

For questions concerning the postal voting procedure, please contact Euroclear Sweden AB, tel. +46 8 402 90 51 (Monday-Friday 9:00 a.m.–4:00 p.m.).

Proxies

If a shareholder votes in advance via a representative, a written and dated proxy form, signed by the shareholder, must be attached to the postal 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 authorisation document must be attached to the postal voting form.

Shareholder’s right to request information

The Board of Directors and the President and 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.

Shareholders who wish to make requests for such information can do so in any of the following ways:

1. by email to: arsstamma@axfood.se
2. by sending it by post to Axfood AB (publ), Attn: Investor Relations, SE- 107 69 Stockholm, Sweden.

Requests for information from shareholders must be received by Axfood no later than Sunday, 13 March 2022 and will be responded to no later than Friday, 18 March 2022. Questions and answers will be kept on hand at Axfood, Solnavägen 4 in 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.

Proposed agenda

1. Election of a Chairman to preside over the AGM.
2. Election of two persons to check the minutes of the AGM.
3. Drawing-up and approval of the voting list.
4. Approval of the agenda.
5. Resolution as to whether the AGM has been duly convened.
6. Presentation of the Annual and Sustainability Report and auditor’s report, the consolidated financial statements and the auditor’s report for the Group for 2021.
7. Resolution concerning approval of the Board’s remuneration report.
8. Resolution concerning adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet.
9. Resolution concerning discharge of the directors and President from liability.
10. Resolution concerning disposition of the Company’s profit in accordance with the adopted balance sheet, and the record date for payment of the dividend.
11. Resolution concerning the number of directors and deputy directors as well as the number of auditors and deputy auditors to be elected by the AGM.
12. Resolution concerning directors’ fees and auditor’s fees.
13. Election of the Board of Directors and Chairman of the Board.
14. Election of the auditor.
15. Resolutions concerning:
    (a) a long-term share-based incentive programme, and
    (b) authorising the Board to decide on purchases of own shares and transfers of treasury shares.
16. Resolution concerning authorisation of the Board to decide on a rights issue.

Proposals for resolution

Point 1 – Election of a Chairman to preside over the AGM

Axfood’s Nominating Committee ahead of the 2022 AGM is made up of Marie Ehrling (Nominating Committee Chairman, Axel Johnson Aktiebolag), Sussi Kvart (Handelsbanken Fonder), Jan Särlvik (Nordea Funds) and Elisabet Jamal Bergström (SEB Fonder). In addition, Axfood’s Chairman, Mia Brunell Livfors, serves as a co-opted member of the Nominating Committee.

The Nominating Committee proposes Mia Brunell Livfors as AGM Chairman or in her absence, the person appointed by the Nominating Committee.

Point 2 – Election of two persons to check the minutes of the AGM.

The Board of Directors proposes that Sussi Kvart (Handelsbanken Fonder) and Jan Särlvik (Nordea Funds) be appointed to check the minutes, or if either or both cannot participate in the AGM, another individual or individuals appointed by Axfood’s Board. The adjustment persons’ tasks also include checking the voting list and ensuring that postal votes that have been submitted are correctly included in the minutes.

Point 3 – 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 postal votes, verified by the persons appointed to check the minutes.

Point 7 – Approval of the Board’s remuneration report

The Board of Directors proposes that the AGM approve the Board’s remuneration report for 2021.

Point 10 – Dividend and record dates

The Board of Directors proposes that the 2022 AGM resolve in favour of payment of a dividend of SEK 7,75 per share. The dividend amount will be divided into two payments of SEK 4,00 and SEK 3,75. Friday, 25 March and Friday, 23 September 2022 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, 30 March and Wednesday, 28 September 2022. The last dates for trading in the Company’s shares including the right to a dividend is Wednesday, 23 March and Wednesday, 21 September 2022.

The proposed dividend amounts to a total of SEK 1 620 561 673. 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. The total dividend amount will be affected by the following factors: a) the total number of shares in the Company may change before the second record date due to the rights issue of approximately SEK 1.5 bn that the Board of Directors intends to implement during the second quarter of 2022 if the proposal is adopted by the AGM; and b) the Company’s holding of treasury shares, for which no dividend is payable, will change partly owing to allotments under LTIP 2019, and partly owing to the proposal for a long-term incentive programme in this notice (LTIP 2022), if it is adopted by the AGM. The remaining profit will be carried forward.

Point 11 – The number of directors and deputy directors as well as the number of auditors and deputy auditors to be elected by the AGM

The Nominating Committee proposes:

• that the number of directors elected by a general meeting shall be seven (7) without any deputies, and that
• the number of auditors shall be one (1) accounting firm without any deputies.

Point 12 – Directors’ fees and auditor’s fees.

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

• SEK 770,000 for the Chairman of the Board (previously 750,000) and SEK 490,000 for each of the other AGM-elected non-executive directors (previously 475,000),
• in addition to directors’ fees, an additional SEK 200,000 for the Chairman (previously 150,000) and an additional SEK 100,000 for other members of the Audit Committee (previously 75,000),
• in addition to directors’ fees, an additional SEK 75,000 for the Chairman and an additional SEK 50,000 for other members of the Remuneration Committee, and
• auditor’s fee in accordance with approved invoices.

Point 13 – Election of the Board of Directors and Chairman of the Board

The Nominating Committee proposes:

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

Sara Öhrvall was born in 1971. She holds an MSc in International Business from Umeå University and currently serves as COO at Axel Johnson. She has many years of experience in management positions with an emphasis on renewal, product development and technology development, in roles including Chief Transformation Officer on SEB’s Executive Committee, Head of R&D on Bonnier AB’s Executive Committee and Head of Product Development at Volvo Cars.

More detailed presentations of all the proposed individuals are available on Axfood’s website: www.axfood.se.

Point 14 – Election of the auditor

The Nominating Committee proposes re-election of Deloitte AB as the Company’s auditor for the period from the end of the 2022 AGM until the end of the 2024 AGM. Provided that it is re-elected, the accounting firm has notified the Company that Authorised Public Accountant Hans Warén will continue as chief auditor until the end of the 2023 AGM, and that Authorised Public Accountant Didrik Roos will serve as chief auditor after that point. The proposal is in accordance with the Audit Committee’s recommendation.

Point 15 – Long-term share-based incentive programme (LTIP 2022)

The Board of Directors recommends that the AGM resolve in favour of establishing a long-term share-based incentive programme (LTIP 2022) 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 points (A) and (B) below. The programme resembles the long-term share-based incentive programme that the 2021 AGM resolved to establish in all essential respects, with the adjustments that the number of participants and savings shares are increased and that a reference group of companies have been identified in order to measure the share price performance for Series C.

(A)     Long-term share-based incentive programme

LTIP 2022 in summary

The main motives for establishing LTIP 2022 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 2022 will aid Axfood in recruiting and retaining persons for the Executive Committee and other key persons.

LTIP 2022 includes approximately 80 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 2022 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, 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 and 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 2022 shall be limited to 575 000, which corresponds to approximately 0,3 % of the total number of shares and votes in the Company.

Participants in LTIP 2022

Participants in LTIP 2022 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 15 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 2022 (whereby the number of persons in the various categories may be adjusted).

Personal investment and vesting period

Participation in LTIP 2022 requires that the participant has a personal shareholding in Axfood that is allocated to LTIP 2022 (“savings shares”). Savings shares can either be purchased for LTIP 2022 or be held previously, provided that they have not already been allocated to an incentive programme already in progress. Participation in LTIP 2022 can take place with a maximum of 6 500 savings shares (Category 1), 2 000 savings shares (Category 2), or 500 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 2022, purchases of shares shall be made as soon as possible, but before 31 December 2022 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 2025 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 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 1,042, which corresponds to 400% of the closing price for Axfood shares on 30 December 2021 (SEK 260.40). 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 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 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) the average share price performance on a group of companies (the “Reference Group”)* the 20 share trading days immediately after Axfood's year-end report for 2021 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 average share price performance for the Reference Group on the 20 share trading days immediately after Axfood’s year-end report for 2024 has been published, respectively. For Series B and Series D, the measurement period shall instead run from 1 January 2022 to 31 December 2024.

*The Reference Group consist of AAK, Anora Group, Carlsberg B, Clas Ohlson B, Cloetta B, Electrolux B, Essity B, Europris, H&M B, Kesko B, Orkla, Midsona B, Scandi Standard and Swedish Match and are also measured on TSR.
 

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 points 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 points. 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 2022–2024 financial years, compared with the level on 31 December 2021. 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 2021. 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.

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 LTIP2022, 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 LTIP2022 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 LTIP2022 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 LTIP2022 shall be limited to 575 000, which corresponds to approximately 0,3% 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 LTIP2022 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 LTIP2022 – 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 LTIP2022. 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 point (B) below. Should the AGM not approve the Board’s proposal in accordance with point (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 190,60. This estimate is based on the closing price for Axfood shares on 9 February 2022. 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 78,6 m. This cost corresponds to approximately 0,16 % of Axfood’s market capitalisation on 9 February 2022. Based on the assumptions above, it is estimated that the total cost for LTIP 2022 including social security contributions will be approximately SEK 111,9 m, which on an annual basis corresponds to approximately 0,5 % of Axfood’s total personnel costs during the 2021 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 LTIP2022, Axfood’s personnel costs on an annual basis are expected to increase by approximately SEK 38,2 m (including social security contributions) based on the assumptions above. On a pro forma basis for 2021, these costs entail a negative effect of approximately 0,07 percentage points on Axfood’s operating margin and a decrease in earnings per share by SEK 0,18. 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 LTIP2022.

Drafting of proposal

The proposal for LTIP2022 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 2019-2021 AGMs are already in effect. See Note 8 in Axfood’s 2021 Annual and Sustainability Report, which will be kept available on Axfood’s website, www.axfood.se, starting on 2 March 2022 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 LTIP2022.

Majority requirement

The Board’s proposal for a resolution to implement LTIP2022 requires that the resolution is supported by shareholders representing more than half of the votes represented at the AGM.

(B)     Authorisation for the Board of Directors to decide on purchases of own shares and decisions concerning 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 2022 in accordance with point (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 575 000 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 LTIP2022 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 LTIP2022

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

• A maximum of 575 000 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 LTIP2022 who, according to the terms for LTIP2022, 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 LTIP2022 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 LTIP2022. 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 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 AGM.

Point 16 – Authorisation of the Board to decide on a rights issue

In conjunction with Axfood’s announcement of the acquisition of Bergendahl Food AB on 31 May 2021, it was also announced that the Group intends to carry out a rights issue of about SEK 1.5 bn in order to maintain a strong financial position. The rights issue will help ensure the long-term financing for the acquisition and enable subsequent investments as a result of the integration of Bergendahl Food AB with Axfood. Based on the above, the Board of Directors recommends that the AGM resolve to authorise the Board to, during the period up until the next AGM, decide to carry out a new share issue with preferential rights for the Company’s shareholders. The total number of shares that may be issued according to the authorisation must be within the limits of the share capital according to the Articles of Association. Other issue terms shall be decided by the Board of Directors.

It is further proposed that the Board of Directors, or a person designated by the Board, be authorised to make the minor adjustments to the decision above that may prove to be necessary when registering the issue with the Swedish Companies Registration Office.
 

Other information regarding the AGM
 

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 AGM.

Shares and votes

On the day this notice was issued, the Company had a total of 209,870,712 shares and votes in issue, of which the Company owns 765,980 treasury shares that may not be represented at the AGM.

Processing of personal data

Personal data concerning shareholders obtained from the register of shareholders, notifications of participation in the AGM and information on representatives will be used for registration, drawing-up of the voting list and, when applicable, for the AGM minutes. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For additional information about the Company’s processing of personal data and your rights, see the Integrity Policy via the following link https://www.axfood.com/about-axfood/data-protection/.

Documents

The Board of Directors’ complete proposals are presented above. Information about the people proposed for election to the Board and the Nominating Committee’s reasoned statement are available at www.axfood.se. Axfood's Annual and Sustainability Report, auditor's report, consolidated financial statements and consolidated auditor’s report, the Board’s statement in accordance with Chapter 18, Section 4 and Chapter 19, Section 22 of the Swedish Companies Act concerning dividends and purchases of own shares, the Board’s remuneration report and the auditor’s opinion regarding the remuneration guidelines in accordance with Chapter 8, Section 54 of the Swedish Companies Act will be available from the Company at Solnavägen 4 in Stockholm, Sweden and at www.axfood.se, no later than three weeks before the AGM. The documents will be presented by keeping them available at the Company and on the Company’s website. The documents will be sent to those shareholders who so specifically request and state their postal address. The documents can also be requested by phone at +46 8 402 90 51. The general meeting register of shareholders will be provided by the Company at the above address.

 

Stockholm, February 2022

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 govern.