AAK Annual Report 2019
45 In 2018, the company had revenues of approximately SEK 150 million. There is a put/call option under which AAK could acquire the remaining 20 percent of the company within the next 2–5 years. The transaction had no significant impact on AAK’s earnings. Acquisition-re- lated costs of SEK 6 million were charged during the third quarter. Company management Torben Friis Lange, President Asia and Global Sourcing & Trading, has decided to pursue new opportunities outside of AAK and will leave the company during the spring 2020. Tim Stephenson, Director, Finance and Global Trading, has since February 1, 2020 taken over the responsibility as President Global Sourcing & Trading. The process to find Torben’s successor as President Asia is ongoing. Financial goals AAK’s financial goals are to grow faster than the under- lying market and to generate strong cash flows. We also intend to continually improve the return on capital employed. Planned dividend policy The objective of the Board of Directors, taking into account the development of Group earnings, its financial 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 are well positioned with our offer of plant-based, healthy, high value-adding oils and fats solutions, using our customer co-development approach. We continue to see favorable underlying trends in our markets and we remain prudently optimistic about the future. Nomination Committee For the 2020 Annual General Meeting, the Nomina- tion Committee has proposed re-election of Georg Brunstam, Gun Nilsson, Bengt Baron, Märta Schörling Andreen, Marianne Kirkegaard and Patrik Andersson as Board members. Lillie Li Valeur decided to leave the Board of Directors in December 2019 due to new external commitments. In total, the Nomination Committee represents approximately 44 percent of the shares and votes in AAK as at December 31, 2019. AAK’s Nomination Committee for the 2020 Annual General Meeting consists of: Märta Schörling Andreen (Chair), Melker Schörling AB Henrik Didner, Didner & Gerge Fonder Leif Törnvall, Alecta Åsa Nisell, Swedbank Robur Fonder Share capital and shareholder structure The total number of shares in AAK as of December 31, 2019 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, 2019 amounted to 31.1 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 53. 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.
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