AAK Annual Report 2018

41 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. Nomination Committee For the 2019 Annual General Meeting, the Nomina- tion Committee has proposed re-election of Georg Brunstam, 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 case.