Resolutions at Axfood’s 2022 Annual General Meeting
The Annual General Meeting (AGM) re-elected all proposed directors except Stina Andersson, who declined re-election, and elected Sara Öhrvall as a new director. The AGM also decided to pay a dividend of SEK 7.75 per share and to introduce an additional long-term incentive programme. The Board was also authorised to decide on a rights issue.
The AGM of Axfood Aktiebolag (publ) was held on Wednesday, 23 March 2022. In view of the high spread of Covid-19, the AGM was conducted in accordance with a postal voting procedure. This means that shareholders did not physically attend the meeting. A recording with President and CEO Klas Balkow as well as other relevant presentation materials are available on Axfood’s website, www.axfood.se.
Remuneration report
The AGM approved the Board’s remuneration report for 2021.
Adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet
The AGM voted in favour of adopting the income statement and balance sheet for the Parent Company and the Group for the 2021 financial year.
Discharge from liability
The AGM discharged the Board of Directors and CEO from responsibility for the 2021 financial year.
Dividend
The AGM resolved in favour of a dividend of SEK 7.75 per share. The dividend amount will be divided into two payments, one of SEK 4.00 and one of SEK 3.75. The record dates for the payments are Friday, 25 March and Friday, 23 September 2022. The estimated dates for payment of the dividends are Wednesday, 30 March and Wednesday, 28 September 2022. The last day of trading in the company’s shares, including the right to dividends, is Wednesday, 23 March and Wednesday, 21 September 2022.
Board of Directors
The AGM resolved that the number of directors elected by a general meeting shall be seven without any deputies. Mia Brunell Livfors, Fabian Bengtsson, Caroline Berg, Christian Luiga, Peter Ruzicka and Christer Åberg were re-elected as directors. Sara Öhrvall was elected as a new director. Mia Brunell Livfors was re-elected as Chairman of the Board. Director Stina Andersson declined re-election.
Fees to the directors and other committee members
The AGM resolved that directors’ fees are to amount to SEK 770,000 for the Chairman of the Board and SEK 490,000 for each of the other AGM-elected non-executive directors. In addition to the director’s fees, additional fees shall amount to SEK 200,000 for the Chairman of the Audit Committee, to SEK 100,000 for other members of the Audit Committee, to SEK 75,000 for the Chairman of the Remuneration Committee and to SEK 50,000 to other members of the Remuneration Committee.
Auditor
The AGM re-elected Deloitte AB as the auditor for the period from the end of the 2022 AGM until the end of the 2024 AGM. Hans Warén will continue as chief auditor until the end of the 2023 AGM, after which Authorised Public Accountant Didrik Roos will serve as chief auditor.
Long-term share-based incentive programme (LTIP)
LTIP2022
The AGM resolved in favour of establishing a long-term share-based incentive programme (LTIP2022). 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 has been identified in order to measure the share price performance for Series C.
LTIP2022 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 LTIP2022 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 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 an unchanged share price during the term of the programme, an earning period of three years and certain other assumptions, it is estimated that the total cost for LTIP2022 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 main motives for establishing LTIP2022 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 LTIP2022 will aid Axfood in recruiting and retaining persons for the Executive Committee and other key persons.
Purchase of own shares and transfer of treasury shares
The AGM also resolved to authorise the Board to, on one or more occasions during the period up until the next AGM, decide on purchases of no more than 575,000 own shares. 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.
The AGM also resolved to transfer no more than 575,000 Axfood shares to participants in LTIP2022 who, according to the terms for LTIP2022, are entitled to receive shares.
Rights issue of shares
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.
The AGM resolved 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 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.
Complete information and resolutions
All resolutions were in accordance with the proposals to the AGM made by the Board or the Nominating Committee. Complete information about the Board’s resolutions is available on the company’s website, www.axfood.se.
For further information, please contact:
Alexander Bergendorf, Head of Investor Relations, Axfood AB, tel +46 730 49 18 44, alexander.bergendorf@axfood.se
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 and Handlar’n. B2B sales are handled through 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, Eurocash, City Gross and Mathem. Together the Group has more than 12,000 employees and sales of approximately SEK 58 bn. Axfood has been listed on Nasdaq Stockholm since 1997, and the principal owner is Axel Johnson AB. Read more at www.axfood.se.
