In order to prevent the spread of the virus causing covid-19, the Board of Directors has decided that the Extraordinary General Meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have the opportunity to vote by mail prior to the general meeting.
Notice of attendance
Shareholders who wish to participate in the Extraordinary General Meeting must
i. be registered in the shareholders register maintained by Euroclear Sweden AB as of 14 September 2020, and
ii. notify their intention to participate by having submitted a mail vote in accordance with the instructions under the heading “Mail voting” below in such manner that Euroclear Sweden AB has received the mail vote by 21 September 2020, at the latest. Please note that a notification to attend the general meeting can only be done by mail voting.
Shareholders with nominee-registered shares held via a bank or other nominee must request the nominee to register them in the shareholder’s own name in the shareholders register kept by Euroclear Sweden AB in order to participate in the general meeting. The nominee must have performed such registration with Euroclear by 16 September 2020. Therefore, the shareholder must contact its nominee well in advance of such day and re-register its shares in accordance with the nominee’s instructions.
The Board of Directors has decided that the shareholders shall have the opportunity to exercise their voting rights by mail voting pursuant to Sections 20 and 22 of the Swedish Act (2020:198) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. For mail voting, a special form should be used. The form for mail voting is available on the company’s website, www.icagruppen.se and at the company’s headquarters, Kolonnvägen 20, 169 71 Solna. A completed and signed form for mail voting should be sent by regular mail to ICA Gruppen AB (publ), c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm. Completed forms must be received by Euroclear Sweden AB by 21 September 2020, at the latest. Shareholders who are natural persons can also submit their mail votes electronically through verification with BankID through the company’s website, www.icagruppen.se.
Shareholders are not allowed to include special instructions or conditions in the mail vote. If special instructions or conditions are included, such mail vote becomes invalid. Further information and conditions can be found in the form for mail voting and on https://anmalan.vpc.se/EuroclearProxy.
1. Opening of the meeting.
2. Election of chairman for the meeting.
3. Election of two persons to attest the minutes alongside the chairman.
4. Preparation and approval of the voting list.
5. Approval of the agenda.
6. Determination of whether the meeting has been duly convened.
7. Decision on dividend.
8. Decision on amendments to the Articles of Association.
9. Conclusion of the meeting.
Proposals by the Board of Directors
2. Claes-Göran Sylvén or, in his absence, the person designated by the Board of Directors, is proposed as chairman of the general meeting.
3. Anna-Karin Liljeholm, who represents ICA-handlarnas Förbund and Tommi Saukkoriipi, who represents SEB Investment Management, or, if one or both of them are absent, the person(s) designated by the Board of Directors, are proposed as persons to attest the minutes. Also, such assignment includes verifying the voting list and that the received mail votes are correctly reflected in the minutes.
4. The voting list that is proposed to be approved under item 4 on the agenda is the voting list that Euroclear Sweden AB has prepared, on behalf of the company, based on the shareholders register and received mail votes and which has been verified and approved by the minute-checkers.
7. The Board of Directors proposes that dividends be paid with a cash amount of SEK 6 per share. As record date for the dividend, the Board of Directors proposes 24 September 2020. If the general meeting approves the proposal, the dividend is expected to be paid through Euroclear Sweden AB on 29 September 2020.
8. The Board of Directors proposes that the following provisions is included in the Articles of Association.
The Board of Directors may collect powers of attorney in accordance with the procedure set out in Chapter 7, Section 4 second paragraph of the Swedish Companies Act.
In connection with a general meeting, the Board of Directors may decide that the shareholders should be able to exercise their voting rights by mail, prior to the general meeting.”
As a consequence, the existing provisions of the Articles of Association is proposed to be renumbered, whereby the current § 11 becomes § 12 and the current § 12 becomes § 13.
For a decision in accordance with the Board of Directors’ proposal, the decision must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
Documentation and further information
The Board of Directors’ proposed resolutions, statement pursuant to Chapter 18, Section 4 of the Companies Act and report pursuant to Chapter 18, Section 6 of the Companies Act, auditor’s statement pursuant to Chapter 18, Section 6 of the Companies Act, annual report and audit report for the financial year 2019 and form for mail voting are available at the company and on the company’s website, www.icagruppen.se. Copies of documents will be sent free of charge to shareholders who so request and provide their postal address. Such requests can be sent to ICA Gruppen AB (publ), Attn. Secretary to the Board, Box 4075, 169 04 Solna. The shareholders register concerning the general meeting is also available at the company.
At the general meeting, shareholders have the right to information – should the Board of Directors consider that this can occur without material harm to the company – on circumstances that could impact on the evaluation of an item on the agenda and the company’s relationship to another group company. A request for such information should be made in writing to ICA Gruppen AB (publ), Attn. Secretary to the Board, Box 4075, 169 04 Solna, or by e-mail to firstname.lastname@example.org, by 12 September 2020. Requested information will be made available at ICA Gruppen AB, Kolonnvägen 20, 169 71 Solna and at www.icagruppen.se, by 17 September 2020. Within the same time, the information will also be sent to the shareholder that has requested it and provided an address.
As of the date of this notice, there are 201,146,795 shares and votes in ICA Gruppen AB (publ). The company holds no treasury shares.
Personal data obtained from the shareholders register, the notice of attendance of the Extraordinary General Meeting, a shareholder’s voting and information about proxies will be used for registration purposes, the preparation of the voting list for the Extraordinary General Meeting and the result of the voting.
For information concerning how your personal data is processed, please refer to www.icagruppen.se/en/dataprotection
Stockholm, August 2020
ICA Gruppen AB (publ)
The Board of Directors