AAK Annual Report 2020

Nomination Committee For the 2021 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. Bengt Baron has declined reelection. In total, the Nomination Committee represents approx- imately 42 percent of the shares and votes in AAK as at December 31, 2020. AAK’s Nomination Committee for the 2021 Annual General Meeting consists of: • Märta Schörling Andreen (Chair), Melker Schörling AB • Leif Törnvall, Alecta • Joachim Spetz, Swedbank Robur Fonder • Elisabet Jamal Bergström, SEB Investment Management Share capital and shareholder structure The total number of shares in AAK as of December 31, 2020 was 255,413,934. 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, 2020 amounted to 30.8 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 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. Guidelines for remuneration of senior executives Guidelines for the remuneration of the CEO and other senior executives were adopted by the 2020 Annual General Meeting. No deviations from these guidelines have been made. The Board of Directors of AAK proposes that the 2021 Annual General Meeting resolve new guidelines for remuneration of senior executives to be applied in 2021. 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. Product development The Group’s product development operations are described in further detail on pages 18–28. Environment The environmental impact from our plants include emissions of odorous substances, solvents, smoke and gases into the atmosphere, as well as discharging fats, oxygen-consuming material, and nutrients into the water, and also creating organic waste and noise. We continually review our impact on all levels to further improve the environmental performance at AAK. We operate all our plants with appropriate official permits in all countries in which we are present. In Sweden, the operations in Karlshamn are licensable under Swedish law. Employees The recruitment of skilled and competent personnel is an important component in maintaining competitive- ness for the AAK Group. The Group therefore has con- tinuous active programs for personnel development. AAK Annual Report 2020 45