Invitation to the Annual General Meeting of AAK AB

The shareholders of AAK AB (publ.) are hereby invited to attend the Annual General Meeting to be held on Wednesday, May 18, 2022 at 2:00 p.m. at the premises of Malmö Arena, Hyllie Stationstorg 2 in Malmö, Sweden. The registration for the Annual General Meeting starts at 1:00 p.m.

Practical information regarding the Annual General Meeting

Notice of the Annual General Meeting is published in a press release, in Post- och Inrikes Tidningar (“the Swedish Official Gazette”). In addition, an advertisement is placed in Svenska Dagbladet. For environmental reasons, please note that the notice will not be printed and distributed by post. AAK will not provide bus transport to the Annual General Meeting as in previous years.

A. CONDITIONS FOR ATTENDANCE

Shareholders who wish to attend the Annual General Meeting must be recorded in the Shareholders’ Register maintained by Euroclear Sweden AB on Tuesday, May 10, 2022, and must also notify the company of their intention to attend the Annual General Meeting not later than Thursday, May 12, 2022. The notification of attendance, which may be made in accordance with any of the alternatives specified below, shall state name, address, day-time telephone number, personal or corporate identity number, and the number of shares held. Shareholders who intend to bring assistance shall notify this within the same time limits as for the notification of their own attendance. Shareholders represented by an authorized representative should enclose a proxy in original to their notification. A proxy form is available for downloading on the company website, and will also be sent by post to shareholders notifying the company and informing the company of their address. Representative of a legal entity shall submit a copy of the registration certificate or corresponding papers of authorization evidencing the persons authorized to act on behalf of the legal entity.

In order to participate at the Annual General Meeting, shareholders with nominee-registered shares must request their bank or broker to have the shares temporarily owner-registered with Euroclear Sweden AB. Such re-registration must be executed no later than Tuesday, May 10, 2022. The shareholders must therefore notify the nominee of their request to have the shares re-registered in due time before May 10, 2022. Voting rights registration requested by the shareholder at such time that the registration has been completed by the nominee no later than Thursday, May 12, 2022 will be taken into account in the preparation of the share register.

1. AGENDA
2. Opening of the Meeting.
3. Election of Chairman of the Meeting.
4. Preparation and approval of the voting list.
5. Approval of agenda.
6. Nomination of persons to verify the Minutes of the Meeting.
7. Determination of whether the Annual General Meeting has been properly convened.
8. Report by the Managing Director.
9. Presentation of the Annual Report, the Auditor’s Report and the Consolidated Financial Statements and the Group Auditor’s Report for the financial year 2021 and the statement from the company’s auditor confirming compliance with the guidelines for the remuneration of senior executives that have applied since the preceding Annual General Meeting.
10. Resolutions as to:

1. a)  adoption of the Income Statement and the Balance Sheet and the Consolidated Income Statement and the Consolidated Balance Sheet, as per December 31, 2021;
2. b)  appropriation of the company’s profit according to the adopted Balance Sheet and resolution on record date; and
3. c)discharge from liability of the Board of Directors and the Managing Director.
4. Determination of the number of Directors of the Board.
5. Determination of fees to the Board of Directors and auditor.
6. Election of members of the Board of Directors and auditor.
7. Proposal regarding the Nomination Committee.
8. Resolution on approval of remuneration report.
9. Proposal regarding guidelines for remuneration of senior executives.
10. Resolution on proposal of the Board of Directors for implementation of a long-term incentive program including resolutions on (A) issue of subscription warrants series 2022/2027 and (B) transfer of subscription warrants series 2022/2027 (Incentive Program 2022/2027) to replace Incentive Program 2021/2026 resolved by the Annual General Meeting 2021.
11. Proposal regarding authorization for the Board of Directors to resolve on new share issues.
12. Proposal regarding authorization for the Board of Directors to resolve on repurchase and transfer of the company’s own shares.
13. Closing of the Annual General Meeting.

Election of Chairman of the Meeting (item 2)

The Nomination Committee in respect of the Annual General Meeting 2022, consisting of Chairman Märta Schörling Andreen (Melker Schörling AB), Henrik Didner (Didner & Gerge Fonder), Peter Lööw (Alecta) and Elisabet Jamal Bergström (SEB Investment Management) has proposed that Georg Brunstam shall be elected Chairman of the Annual General Meeting 2022.

Proposal regarding the appropriation of the company’s profit (item 9 b)

The Board of Directors has proposed that a dividend of SEK 2.50 per share be declared for the financial year 2021. As record day for the dividend, the Board of Directors proposes Friday, May 20, 2022. If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Wednesday, May 25, 2022. 

Proposal regarding the election of the Board of Directors, auditor and determination of fees (items 10–12)

The Nomination Committee has proposed the following:

–     The number of directors shall be five without any deputy directors.

–     The total fee payable to the Board of Directors shall be SEK 3,200,000 (including remuneration for committee work) to be distributed among the directors as follows: SEK 975,000 to the Chairman and SEK 425,000 to each of the other directors elected at a general meeting and not employed by the company. Remuneration for committee work shall be payable as follows: SEK 250,000 to the Chairman of the Audit Committee and SEK 125,000 to each of the other members of the Audit Committee, SEK 100,000 to the Chairman of the Remuneration Committee and SEK 50,000 to each of the other members of the Remuneration Committee. The auditor shall be remunerated in accordance with agreement.

–     Re-election of the Board members Märta Schörling Andreen, Marianne Kirkegaard, Gun Nilsson, Georg Brunstam and Patrik Andersson.

–     Re-election of Georg Brunstam as Chairman of the Board.

–     Re-election of the accounting firm KPMG AB, for a period of mandate of one year, in accordance with the Audit Committee’s recommendation, consequently up to and including the Annual General Meeting 2023, whereby the accounting firm has informed that the authorized public accountant Jonas Nihlberg will be appointed as auditor in charge.

Proposal regarding the Nomination Committee (item 13)

Shareholders, jointly representing approximately 44 percent of the shares and votes in the company as per February 28, 2022, have notified the company of their proposal regarding Nomination Committee.

Proposal regarding Nomination Committee in respect of the Annual General Meeting 2023

–   The Nomination Committee shall have four members.

–   Re-election of Märta Schörling Andreen (Melker Schörling AB), Henrik Didner (Didner & Gerge Fonder) and Elisabet Jamal Bergström (SEB Investment Management) and new election of William McKechnie (Alecta) as members of the Nomination Committee in respect of the Annual General Meeting 2023.

–   Re-election of Märta Schörling Andreen as Chairman of the Nomination Committee.

–   In case a shareholder, represented by a member of the Nomination Committee, is no longer one of the major shareholders of AAK AB, or if a member of the Nomination Committee is no longer employed by such shareholder or for any other reason leaves the Nomination Committee before the Annual General Meeting 2023, the Committee shall be entitled to appoint another representative among the major shareholders to replace such member.

Tasks of the Nomination Committee

Prior to the Annual General Meeting 2023, the Nomination Committee shall prepare and submit proposals for the election of Chairman and other members of the Board of Directors, the election of Chairman of the Annual General Meeting, fees to the Board of Directors and auditor and matters related thereto, the election of members of the Nomination Committee or principles for appointment of a Nomination Committee and, in conjunction with the Audit Committee, election of auditor and in other respects pursue the tasks that, according to the Swedish Code of Corporate Governance, are the responsibility of a nomination committee.