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MALMÖ, Sweden, April 10, 2017 /PRNewswire/ —

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The shareholders of AAK AB (publ.) are hereby arrive to appear the Anniversary Accepted Affair to be captivated on Wednesday 17 May 2017 at 2.00 p.m. at the bounds of Malmö Arena, Hyllie Stationstorg 2 in Malmö, Sweden. The allocation for the Anniversary Accepted Affair starts at 1.00 p.m.

A. CONDITIONS FOR ATTENDANCE

Shareholders who ambition to appear the Anniversary Accepted Affair allegation be recorded in the Shareholders’ Register maintained by Euroclear Sweden AB on Thursday 11 May 2017, and allegation additionally acquaint the aggregation of their ambition to appear the Anniversary Accepted Affair not afterwards than Thursday 11 May 2017 at 4.00 p.m. The notification of attendance, which may be fabricated in accordance with any of the alternatives defined below, shall accompaniment name, address, day-time blast number, claimed or accumulated character number, and the cardinal of shares held. Shareholders who intend to accompany abetment shall acquaint this aural the aforementioned time banned as for the notification of their own attendance. Shareholders represented by an authorised adumbrative should enclose a proxy in aboriginal to their notification. A proxy anatomy is accessible on the aggregation website www.aak.com and will be beatific by column to shareholders admonition the aggregation and allegorical the aggregation of their address. Adumbrative of a acknowledged article shall abide a archetype of the allocation affidavit or agnate affidavit of authorisation evidencing the bodies authorised to act on account of the acknowledged entity.

Address: AAK AB, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden (please mark the envelope “Annual Accepted Affair 2017”)Telephone: 46 8 402 90 45Website: www.aak.com

In adjustment to participate at the Anniversary Accepted Meeting, shareholders with nominee-registered shares allegation appeal their coffer or agent to accept the shares briefly owner-registered with Euroclear Sweden AB. Such re-registration allegation be accomplished no afterwards than Thursday 11 May 2017. The shareholders allegation accordingly acquaint the appointee of their appeal to accept the shares re-registered in due time afore Thursday 11 May 2017.

B. AGENDA

Election of Chairman of the Affair (item 2)The Nomination Lath has proposed that Mikael Ekdahl shall be adopted Chairman of the Anniversary Accepted Affair 2017.

Proposal apropos the allocation of the company’s accumulation (item 9 b)The Lath of Admiral has proposed that a allocation of SEK 8.75 per allocation be declared for the banking year 2016. As almanac day for the dividend, the Lath of Admiral proposes Friday 19 May 2017. If the Anniversary Accepted Affair resolves in accordance with the proposal, the allocation is accepted to be broadcast by Euroclear Sweden AB on Wednesday 24 May 2017.

Proposal apropos the acclamation of the Lath of Directors, accountant and assurance of fees (items 10–12)In account of the Anniversary Accepted Affair 2017, the Nomination Lath consists of Chairman Mikael Ekdahl (Melker Schörling AB), Henrik Didner (Didner & Gerge Fonder), Lars-Åke Bokenberger (AMF) and Johan Strandberg (SEB Investment Management).

The Nomination Lath has proposed the following:

–        The cardinal of admiral shall be seven afterwards any agent directors.-        The absolute fee payable to the Lath of Admiral shall be SEK 3,200,000 (including accomplishment for lath work) to be broadcast amid the admiral as follows: SEK 800,000 to the Chairman and SEK 350,000 to anniversary of the added admiral adopted at a accepted affair and not active by the company. Accomplishment for lath assignment shall be payable as follows: SEK 250,000 to the Chairman of the Audit Lath and SEK 125,000 to anniversary of the added associates of the Audit Committee, SEK 100,000 to the Chairman of the Accomplishment Lath and SEK 50,000 to anniversary of the added associates of the Accomplishment Committee. The accountant shall be remunerated in accordance with agreement.-        Re-election of the lath associates Arne Frank, Märta Schörling Andreen, Lillie Li Valeur and Marianne Kirkegaard and new acclamation of Bengt Baron, Mikael Ekdahl and Gun Nilsson as lath members. Melker Schörling and Ulrik Svensson accept beneath re-election.-        Acclamation of Mikael Ekdahl as Chairman of the Board.-        Re-election of the accounting close PricewaterhouseCoopers, for a aeon of authorization of one year, in accordance with the Audit Committee’s recommendation, appropriately up to and including the Anniversary Accepted Affair 2018, whereby the accounting close has abreast that the authorised accessible accountant Sofia Götmar Blomstedt will abide as accountant in charge.

Bengt Baron (born 1962), MA and MBA from University of California, has a solid accomplishments from the aliment industry and has, amid added things, captivated arch positions at Coca-Cola and has been the CEO of Cloetta AB and Leaf International B.V. He is a Lath affiliate of Thule Accumulation AB and Chairman of the Lath of Enzymatica AB.

Mikael Ekdahl (born 1951), LL.M. and BSc in Economics and Business Administration, has an all-encompassing accomplishments as advocate and aloft accomplice at Mannheimer Swartling Advokatbyrå. Between 2005 and 2013, Mikael Ekdahl was a Lath affiliate of AAK AB and afterwards 2013 he has served as secretary of the Board. Afore the founding of AAK AB in 2005, he was a Lath affiliate of Karlshamns AB. In addition, Mikael Ekdahl has served as a Lath affiliate of several companies of which Melker Schörling AB is a aloft actor and is now proposed as new Chairman of the Lath of Melker Schörling AB.

Gun Nilsson (born 1955), BSc in Economics and Business Administration, is admission CEO of Melker Schörling AB and a Lath affiliate of Hexagon AB, Capio AB, Dometic Accumulation AB and Bonnier Holding Aktiebolag. Gun Nilsson has a connected acquaintance as CFO of ample listed companies such as IP-Holding AB, Nobia AB and Sanitec Oy and as CEO of Gambro Holding AB and as Vice President and CFO of Duni AB, breadth she additionally has served as a Lath member.

Proposal apropos the Nomination Lath (item 13) Shareholders, accordingly apery about 50.2 per cent of the shares and votes in the aggregation as per 28 February 2017, accept notified the aggregation of their angle apropos Nomination Committee.

Proposal apropos Nomination Lath in account of the Anniversary Accepted Affair 2018

Tasks of the Nomination CommitteePrior to the Anniversary Accepted Affair 2018, the Nomination Lath shall adapt and abide proposals for the acclamation of Chairman and added associates of the Lath of Directors, the acclamation of Chairman of the Anniversary Accepted Meeting, fees to the Lath of Admiral and accountant and affairs accompanying thereto, and, in affiliation with the Audit Committee, acclamation of auditor.

Proposal apropos guidelines for accomplishment to chief admiral (item 14)The Lath of Admiral proposes that the Anniversary Accepted Affair resolves on guidelines for accomplishment of chief executives, principally entailing that salaries and added acceding of accomplishment of the administration shall be aggressive and in accordance with bazaar conditions. In accession to anchored salary, the administration may additionally accept capricious accomplishment with a pre-determined cap of 110 per cent of the anchored anniversary bacon based on the aftereffect of targeted after-effects on accumulation akin and in the alone breadth of responsibility, as able-bodied as added benefits. In accession to said capricious remuneration, allurement programs accompanying to the allocation or allocation bulk can be bound aloft from time to time. Alimony allowances shall be either assets or fee based or a aggregate of both, with an alone alimony age, however, not beneath than 60 years. On apprehension of abortion by a chief executive, a apprehension aeon of six months shall administer afterwards any appropriate to severance pay. At adjournment by the company, the apprehension aeon shall be twelve months with a accessible appropriate to severance pay with a agreed cap of best twelve months. The Lath of Admiral shall be advantaged to aberrate from the guidelines if, in an alone case, there are accurate area for such deviation.

Proposal of the Lath of Admiral for accomplishing of a abiding allurement affairs including resolutions on (A) affair of convertibles, (B) allocation of convertibles and (C) affair of cable warrants alternation 2017/2022:1 (item 15)

The Lath of Admiral of AAK AB proposes that the Anniversary Accepted Affair resolves on a abiding allurement affairs including resolutions on (A) affair of convertible bonds for accomplishing of a convertible affairs for all advisers aural the AAK accumulation (the “Convertible Affairs 2017/2021”), (B) allocation of convertibles and (C) affair of cable warrants for accomplishing of a cable warrants affairs for all employees, which is affiliated to the Convertible Affairs 2017/2021 (“Warrants Affairs alternation 2017/2022:1”). The Convertible Affairs 2017/2021 and the Warrants Affairs alternation 2017/2022:1 are accordingly referred to as “Incentive Affairs 2017/2022”. The Allurement Affairs 2017/2022 is proposed to be agitated out on about the afterward acceding and conditions.

A. Affair of convertible bonds

The Lath of Admiral proposes that the accepted affair resolve:

The acumen for the aberration from the shareholders’ best appropriate are that AAK AB wishes to acquaint a all-around allurement affairs for all advisers aural the group, whereby they can be offered to booty allocation of an access in bulk of the AAK AB share. A claimed abiding buying amid the advisers is accepted to advance the absorption in the company’s development and results, as able-bodied as in the company’s allocation bulk development, and to access action and a connected aggregation adherence over the advancing years.

B. Allotment of convertibles  

The Convertible Affairs 2017/2021 shall principally be agitated out in accordance with what is declared below.

All participants of the convertible affairs are advantaged to subscribe for a best bulk of SEK 150,000. Participants may accept to subscribe for either SEK 150,000, SEK 75,000 or SEK 25,000.

The aboriginal allocation is accepted to booty abode in summer 2017. There will be no affirmed allotment.

If the absolute bulk of convertible bonds subscribed for exceeds the best bulk of 25,000,000 (or such lower bulk as may be the aftereffect of a abridgement in adjustment to accompany the best concoction of the allocation basic and votes to 0.2 per cent) abridgement bottomward to the best bulk (or such lower bulk as may be the aftereffect of a abridgement in adjustment to accompany the best concoction of the allocation basic and votes to 0.2 per cent) will action by abridgement of the participants’ cable bulk in admeasurement to the agnate cable amount.

Senior admiral and key advisers who participate in the Warrants Affairs alternation 2017/2022:2 may not participate in the Allurement Affairs 2017/2022, and are appropriately not advantaged to be allotted convertible bonds in accordance with the guidelines above.

C. Issue of cable warrants alternation 2017/2022:1

The Lath of Admiral proposes that the accepted affair resolve:

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The acumen for the aberration from the shareholders’ best appropriate are that AAK AB wishes to acquaint a all-around allurement affairs for all advisers aural the group, whereby they can be offered to booty allocation of an access in bulk of the AAK AB share. A claimed abiding buying amid the advisers is accepted to advance the absorption in the company’s development and results, as able-bodied as in the company’s allocation bulk development, and to access action and a connected aggregation adherence over the advancing years.

Dilution, aftereffect on key ratios and costsThe access of AAK AB’s allocation basic will at abounding cable and about-face of the convertible bonds, respectively, based on a about-face bulk of SEK 785 (corresponding to 133 per cent of SEK 590), bulk to about SEK 320,000 based on a allocation bulk of SEK ten (10) per share, which, at abounding about-face of the convertible bonds, corresponds to a concoction of about 0.08 per cent of the allocation basic and the absolute cardinal of votes.

In case the about-face bulk at the time of affair should, with the appliance of the aloft mentioned adding attempt and applicative banal barter rates, be set at a bulk that would accompany a concoction afterwards abounding about-face of added than 0.2 per cent of the allocation basic and the votes, the best bulk of the accommodation shall be bargain to accompany the best concoction to 0.2 per cent (provided about that the best concoction may be beyond than 0.2 per cent due to a afterwards recalculation of the about-face bulk as per the acceding for the convertible bonds). The proposed convertibles will account the balance per allocation to change in absolute adverse admeasurement to the change in the cardinal of shares about-face after-effects in (the dilution). Since the concoction of the allocation basic beneath the acceding and altitude can never beat 0.2 per cent, the balance per allocation can never abatement by added than 0.2 per cent at abounding conversion.

At abounding cable of the proposed affair of cable warrants, and abounding exercise of the cable warrants, the allocation basic may be added by a absolute of best SEK 1,450,000, which is agnate to about 0.3 per cent of the company’s present allocation capital. This corresponds to a absolute concoction of best about 0.3 per cent in affiliation to the allocation basic on a absolutely adulterated basis, afflicted as the cardinal of new shares in admeasurement to the cardinal of absolute and new shares.

In the accident of abounding concoction as a aftereffect of the Allurement Affairs 2017/2022, added important key ratios will be afflicted as follows (based on the agnate key ratios in the anniversary abode for 2016 and a basic appraisal of the approaching basic contribution):

– balance per share: abridgement by SEK 0.09 from SEK 23.71 to SEK 23.62;

– disinterestedness per share: access by SEK 2.67 from SEK 177.87 to SEK 180.54; it actuality afflicted that acquittal has been fabricated for the new shares by the end of the aboriginal division 2017.

The aloft is accountable to re-calculations of the cable warrants in accordance with the accepted acceding of re-calculation in the complete acceding and conditions.

In accession to banking costs accompanying to the convertibles, which at abounding cable are estimated to bulk to about SEK 0.5 actor per year, the aggregation may be answerable accessory costs for amusing aegis contributions for assertive participants in added jurisdictions. Added than that, the Allurement Affairs 2017/2022 is not accepted to entail any cogent costs for the company. No measures to barrier the affairs accept been taken.

Preparation of the proposalThe Allurement Affairs has been able by the Accomplishment Lath and the Lath with admonition from alien experts. The angle has been bound aloft by the Board. The CEO has not alternate in the alertness of the proposal.

Majority requirementsThe Lath of Admiral proposes that the proposed resolutions beneath items 15 A-C aloft are anesthetized calm as one resolution. A accurate resolution requires a resolution by the accepted affair accurate by shareholders apery at atomic nine-tenths of both the cardinal of votes casting and the shares represented at the accepted affair in adjustment to be valid.

Proposal of the Lath of Admiral for accomplishing of a abiding allurement affairs including resolutions on (A) affair of cable warrants alternation 2017/2022:2 and (B) alteration of cable warrants alternation 2017/2022:2 (item 16)

The Lath of Admiral of AAK AB proposes that the Anniversary Accepted Affair resolves on a abiding allurement affairs including resolutions on (A) affair of cable warrants for a cable warrants affairs for chief admiral and key advisers aural the AAK accumulation (“Warrants Affairs alternation 2017/2022:2”) and (B) alteration of cable warrants alternation 2017/2022:2 on about the afterward acceding and conditions.

A. Affair of cable warrants alternation 2017:2022:2

The Lath of Admiral proposes that the accepted affair resolve:

The acumen for the aberration from the shareholders’ best appropriate are that AAK AB wishes to acquaint an allurement affairs for chief admiral and key advisers aural the group, whereby they will be offered the befalling to booty allocation in a bulk access of the company’s share. This is accepted to access the absorption in the company’s development – as able-bodied as in the company’s allocation bulk development – and to activate a connected aggregation adherence over the accessible years. An allurement affairs is additionally accepted to accord to the possibilities to recruit and absorb competent, motivated and committed employees.

B. Transfer of cable warrants alternation 2017/2022:2

The Warrants Affairs alternation 2017/2022:2 shall principally be agitated out in accordance with what is declared below.

Category

Position

Number of cable warrants

I

CEO

 

70,000

II

Member of accumulation management

 

50,000

III

Directly advertisement to the accumulation management

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15,000

IV

Other chief admiral and key advisers

 

5,000

The aboriginal allocation is accepted to booty abode in summer 2017.

The participants can accept to administer for a lower cardinal of cable warrants than set out above. If the absolute cardinal of cable warrants that the advantaged chief admiral and key advisers ambition to access exceeds the best cardinal of cable warrants that can be issued, abridgement shall be fabricated proportionally to anniversary person’s abundance in affiliation to the guidelines set alternating above. There will be no affirmed allotment. A actor has the appropriate to subscribe for a beyond cardinal of warrants than set out in the guidelines aloft and may be allotted added warrants agnate to a best of 50 per cent of what is set out in the guidelines aloft if abounding cable in the affairs has not been made. If such oversubscription is made, allocation shall be fabricated to the oversubscribing participants pro rata in affiliation to the cardinal of cable warrants that they accept been allotted in the aboriginal allotment. Any actual warrants, which accept not been allotted in accordance with the above, shall be aloof for approaching application of bodies aural the aloft acceptable categories, whereby the aloft guidelines for allocation shall be applicable.

Senior admiral and key advisers who participate in the Allurement Affairs 2017/2022 may not participate in the Warrants Affairs alternation 2017/2022:2, and are appropriately not advantaged to be allotted cable warrants in accordance with the guidelines above.

Dilution, aftereffect on key ratios and costsAt abounding cable of the proposed affair of cable warrants, and abounding exercise of the cable warrants, the allocation basic may be added by a absolute of best SEK 12,200,000, which is agnate to about 2,9 per cent of the company’s present allocation capital. This corresponds to a absolute concoction of best about 2,8 per cent in affiliation to the allocation basic on a absolutely adulterated basis, afflicted as the cardinal of new shares in admeasurement to the cardinal of absolute and new shares.

Other important key ratios will, at abounding cable of the proposed affair and abounding exercise of all cable warrants issued in the program, be afflicted as follows (based on the agnate key ratios in the anniversary abode for 2016 and a basic appraisal of the approaching basic accession aural the ambit of the Warrants Affairs alternation 2017/2022:2):

– balance per share: abridgement by SEK 0.66 from SEK 23.71 to SEK 23.05;

– disinterestedness per share: access by SEK 18.15 from SEK 177.87 to SEK 196.02; it actuality afflicted that the accreditation holders accept acclimatized the warrants for cable of new shares by the end of the aboriginal division 2017.

The aloft is accountable to re-calculations of the cable warrants in accordance with the accepted acceding of re-calculation in the complete acceding and conditions.

The cable accreditation affairs is not accepted to advance to any ample costs for the company. Therefore, no measures to defended the affairs are planned to booty place.

Preparation of the proposalThe warrants affairs has been able by the Accomplishment Lath and the Lath with admonition from alien experts. The angle has been bound aloft by the Board. The CEO has not alternate in the alertness of the proposal.

Majority requirementsThe angle of the Lath of Admiral pursuant to account 16 A-B aloft requires a resolution by the accepted affair accurate by shareholders apery at atomic nine-tenths of both the cardinal of votes casting and the shares represented at the accepted affair in adjustment to be valid.

Matter apropos breach of shares (item 17)The actor Lars-Erik Persson has appropriate that a bulk apropos allocation breach shall be aloft at the accepted meeting. The actor proposes that the accepted affair shall boldness on a allocation breach 2:1.

C. AVAILABLE DOCUMENTS AND INFORMATION REGARDING NUMBER OF SHARES AND VOTES IN THE COMPANYThe accounts and the auditor’s abode (the anniversary report) and the complete proposals of the Lath of Admiral with account to account 9 b and 14–16 and all accompanying abstracts will be accessible to the shareholders at the aggregation as from Wednesday 26 April 2017. Copies of the abstracts will be beatific on appeal to shareholders who accompaniment their postal abode and will additionally be accessible on the aggregation website www.aak.com and at the Anniversary Accepted Meeting.

The absolute cardinal of shares and votes in the aggregation bulk to 42,288,489. All shares are of the aforementioned class.

D. INFORMATION AT THE ANNUAL GENERAL MEETING  The Lath and the President shall at the Anniversary Accepted Meeting, if a actor so requests and the Lath of Admiral believes that it can be done afterwards cogent abuse to the company, accommodate advice apropos affairs that (i) may affect the appraisal of an account on the agenda, (ii) affairs that may affect the appraisal of the company’s or its subsidiaries’ banking position or advice apropos (iii) the company’s affiliation with added companies aural the group.

AAK AB (publ.)The Lath of Directors

For added information, amuse contact:

Fredrik NilssonCFOMobile: 46-708-95-22-21E-mail: [email protected]

This advice is advice that AAK AB is answerable to accomplish accessible pursuant to the Securities Markets Act. The advice was submitted for advertisement at 11:00 a.m. CET on April 10, 2017.  

AAK is a arch provider of value-adding vegetable oils & fats. Our ability in lipid technology aural foods and appropriate diet applications, our advanced ambit of raw abstracts and our ample action capabilities accredit us to advance avant-garde and value-adding solutions beyond abounding industries – Chocolate & Confectionery, Bakery, Dairy, Appropriate Nutrition, Foodservice, Claimed Care, and more. AAK’s accurate ability is based on added than 140 years of acquaintance aural oils & fats. Our altered co-development access brings our customers’ abilities and ability calm with our own capabilities and mindset for abiding results. Listed on the NASDAQ OMX Stockholm and with our address in Malmö, Sweden, AAK has 20 altered assembly facilities, sales offices in added than 25 countries and about 3,000 employees. We are AAK – The Co-Development Company. 

This advice was brought to you by Cision http://news.cision.comhttp://news.cision.com/aak/r/invitation-to-the-annual-general-meeting-of-aak-ab–publ-,c2236161

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SOURCE AAK

http://www.aak.com

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