Annual General Meeting

The general meeting of shareholders is ICA Gruppen’s highest decision-making body. The general meeting that is held within six months of the end of the financial year and that adopts the income statement and balance sheet is known as the Annual General Meeting. ICA Gruppen’s Annual General Meeting is normally held in Stockholm. In addition to resolutions on the adoption of the income statement and balance sheet for ICA Gruppen, the Annual General Meeting also, inter alia, decides how profits are to be allocated, decides on the composition of ICA Gruppen’s Board of Directors and the fees payable to the Board, guidelines for renumeration to senior executives and elects external auditors. General meetings are advertised in Post- och Inrikes Tidningar (the Official Swedish Gazette) and on the Company’s website, www.icagruppen.se. The fact that a meeting has been convened is advertised in Svenska Dagbladet, Dagens Nyheter och Dagens Industri.

Shareholders who are registered in the share register five working days prior to a meeting and who have duly notified ICA Gruppen of their intention to attend are entitled to attend the meeting, in person or through a proxy, and to vote at the meeting for or against the resolutions proposed and to put questions to the Board of Directors and the CEO.

Decisions at a general meeting are usually taken by simple majority; in elections, the person receiving the most votes is deemed elected. Certain decisions – such as amendment of the Articles of Association – must however be approved by a qualified majority.

Annual General Meeting 2013

The 2013 Annual General Meeting was held on 20 May at Näringslivets Hus in Stockholm. In addition to shareholders, the meeting was attended by ICA Gruppen’s Board of Directors, Executive Management, employees, media representatives and a number of invited guests.

Among the resolutions passed by the Annual General Meeting were the following:

  • New Articles of Association were adopted, in which i) the Company changed its name from Hakon Invest AB to ICA Gruppen AB, ii) the limit on the number of board members was increased from nine to ten, and iii) the auditor’s period of office was changed from four years to one year.
  • Claes-Göran Sylvén was elected as a new member of the Board and as Chairman of the Board.
  • Peter Berlin, Cecilia Daun Wennborg, Andrea Gisle Joosen, Magnus Moberg and Jan Olofsson were re-elected to the Board.
  • Göran Blomberg, Fredrik Hägglund, Bengt Kjell and Margot Wallström were elected as new Board members.
  • In view of the acquisition of the remaining shares in ICA AB, it was decided that no dividend would be paid for the 2012 financial year.
  • Resolution to terminate the 2011 and 2012 incentive programmes.

Annual General Meeting 2014

The 2014 Annual General Meeting will be held at 09.30 CET on Friday 11 April 2014 at the Friends Arena in Solna. Shareholders who are (i) registered in the share register as of 5 April 2014, which means that the listing must take place no later than Friday, 4 April 2014, (ii) have notified their intention to attend the Annual General Meeting no later than Monday, 7 April 2014, are entitled to attend the Annual General Meeting, in person or through a proxy. In order to have a matter considered, shareholders must submit such a request no later than 24 February 2014 in accordance with the instructions on ICA Gruppen’s website, www.icagruppen.se.