The Nomination Committee for AGM 2020

ICA Gruppen’s nomination committee’s, ahead of the 2020 Annual General Meeting, members are Tomas Emanuelz and Anna-Karin Liljeholm, both representing ICA-handlarnas Förbund, Tommi Saukkoriipi, representing SEB Investment Management, and Lars Lönnquist, representing Spiltan Fonder.

In all the Nomination Committee represents approximately 56% of the votes and capital in ICA Gruppen (based a list of shareholders provided by Euroclear Sweden AB as per the last trading day in August 2019). ICA Gruppen’s 2020 Annual General Meeting will be held on 21 April 2020 at Rigoletto, Kungsgatan 16, SE-111 35 Stockholm, Sweden.

The Nomination Committee’s report prior to the 2020 Annual General Meeting

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According to the rules for ICA Gruppen’s Nomination Committee, adopted at the 2014 Annual General Meeting, the Nomination Committee is to comprise four members representing the Company’s shareholders. The Chairman of the Board of ICA Gruppen shall be co-opted onto the Nomination Committee. Two of the members shall be nominated by the largest shareholder and two members shall be nominated by the two subsequent largest shareholders. The largest shareholders based on voting rights shall be determined based on a list of registered shareholders provided by Euroclear Sweden AB as of the last trading day in August and they will be contacted soon thereafter by the Company. In the event that any of the three largest shareholders decides to forego the right to appoint a representative to the Nomination Committee, this right shall be transferred to the shareholder that has the next largest shareholding on the aforementioned date. The names of the shareholder representatives and the names of the shareholders they represent shall be announced not later than six months prior to the Annual General Meeting. The mandate period of the Nomination Committee shall extend until the next Nomination Committee is appointed. Unless the members agree otherwise, the chairman of the Nomination Committee shall be one of the members who represent the largest shareholder in terms of votes. The chairman shall have the decisive vote.

The Nomination Committee will present proposals regarding the following matters prior to the Annual General Meeting:

(i) proposal for chairman of the meeting;
(ii) proposal for members of the Board of Directors;
(iii) proposal for Chairman of the Board;
(iv) proposal for fees payable to the Board of Directors, broken down into amounts for the Chairman of the Board and other Board members and as remuneration for committee work; and
(v) proposal for auditor or auditors and proposed fees to be paid to the Company’s auditor.