position and future development opportunities, is to
propose annual dividends equivalent to at least 30–50
percent of the profit for the year, after tax, for the Group.
Concluding comments by the CEO
We offer plant-based, healthy, high value-adding
oils and fats solutions by using our customer co-
development approach. In addition, we see favorable
underlying trends in the food industry. Thus, we continue
to remain prudently optimistic about the future.
For the 2019 Annual General Meeting, the Nomination
Committee has proposed re-election of Georg
Gun Nilsson, Bengt Baron, Lillie Li Valeur,
Märta Schörling Andreen and Marianne Kirkegaard as
Board members. In total, the Nomination Committee
represents approximately 42 percent of the shares and
votes in AAK as at December 31, 2018.
AAK’s Nomination Committee for the 2019 Annual
General Meeting consists of:
Märta Schörling Andreen (Chair),
Melker Schörling AB
Lars-Åke Bokenberger, AMF Fonder
Henrik Didner, Didner & Gerge Fonder
Leif Törnvall (Alecta)
Share capital and shareholder structure
The total number of shares in AAK as of December 31,
2018 was 253,730,934. There is one class of shares in
AAK, and each share entitles the holder to one vote.
There are no limits as regards how many votes each
shareholder may cast at an Annual General Meeting.
Nor are there any limitations regarding the transfer of
the shares resulting from provisions in law or in the
Articles of Association.
Of the Company’s shareholders, only Melker
Schörling AB has a shareholding which represents at
least one-tenth of the number of votes of all shares
in AAK. Melker Schörling AB’s shareholding as at
December 31, 2018 amounted to 31.8 percent of the
shares and votes.
AAK is not aware of any agreement between direct
shareholders of AAK that would involve limitations in
the right to transfer shares. The shareholder structure is
described further on page 49.
Articles of Association
The Articles of Association stipulate that Board
members shall be appointed by the Annual General
Meeting of AAK. The Articles of Association contain no
provisions regarding dismissal of Board members or
regarding amendment of the Articles of Association.
Important agreements affected by change in control
resulting from official take-over bid
The Group’s long-term financing agreement contains
stipulations that, in certain cases, give the lender the
right to request advance payment if control of AAK
changes substantially. Such a substantial change in
control can occur as a result of an official take-over bid.
AAK’s assessment is that it has been necessary to
accept these stipulations in order to obtain financing on
terms which are otherwise acceptable.
Guidelines for remuneration of senior executives
Guidelines for the remuneration of the CEO and other
senior executives were adopted by the 2018 Annual
General Meeting. No deviations from these guidelines
have been made. The Board of Directors of AAK
proposes that the 2019 Annual General Meeting resolve
that the same guidelines for remuneration of senior
executives be applied in 2019 as in 2018. The present
guidelines are contained in Note 8, Remuneration of the
Board of Directors and Senior Executives.
These guidelines will cover those persons who are
in Group management positions during the period of
time in which the guidelines apply. The guidelines apply
to agreements entered into after a resolution by the
Annual General Meeting, and in the event that changes
are made to existing agreements after this point in time.
The Board will be entitled to diverge from the guidelines
if there are particular reasons to do so in an individual