KappAhl invites to Annual General Meeting
KappAhl AB's (publ) Annual General Meeting will be held at 10.00 am on Wednesday 2 December 2015 at KappAhl's head office, Idrottsvägen 14, Mölndal, Sweden. Notification to participate should be made, preferably by 12 o'clock noon, on Thursday 26 November 2015.
At the Annual General Meeting the following matters, inter alia, are proposed to be dealt with:
- The Board of Directors’ proposal about the resolution regarding the adoption of the income statement and balance sheet, distribution of the Company’s result (proposed dividend of 0.75 SEK per share) and an unchanged remuneration policy for the company management,
- The Nominations Committee’s proposal that Anders Bülow is appointed chairman of the Annual General Meeting, that six board members are appointed, that remuneration to the Board of Directors and the committees are unchanged per ordinary board member, that Anders Bülow, Christian W Jansson, Pia Rudengren and Susanne Holmberg are re-elected as ordinary members of the Board of Directors, that Gustaf Öhrn and Kicki Olivensjö are elected as new ordinary members of the Board of Directors and that Anders Bülow through re-election is elected as chairman and that Ernst & Young AB through re- election is elected as accounting firm.
The full version of the notice follows below:
Shareholders wishing to participate in the Meeting must be registered in the share register kept by Euroclear Sweden AB no later than Thursday November 26, 2015, and have given notice of their attendance and potential advisers on the same date, preferably by 12 o’clock noon, via email to firstname.lastname@example.org. Notification of attendance can also be given by telephone on +46 31 771 55 00, fax +46 31 771 58 15, or by post to KappAhl AB, Årsstämma, P.O. Box 303, 431 24 Mölndal, Sweden.
The notification must state the name, address, telephone number, corporate or personal identity number and registered shareholding. Any powers of attorney must be in writing and be submitted no later than, but preferably before, the Annual General Meeting. A physical person representing a legal person shall also submit a certified copy of the certificate of registration. The term of a power of attorney may not exceed five years from the issue. KappAhl provides power of attorney forms upon request, and these are also available at the KappAhl’s website www.kappahl.com/ir.
Shareholders whose shares are registered in the name of a nominee through a bank’s trust department or a private securities dealer must temporarily register the shares in their own name to be entitled to participate in the Meeting. Such temporary registration of ownership must be effected no later than Thursday November 26, 2015. This means that the shareholder must notify the nominee of this well in advance of that date.
Accounts and complete proposals
The accounts and audit report will be available at the latest on Wednesday November 11, 2015, and will thereafter be sent to shareholders upon request, and are also available at www.kappahl.com/ir and at KappAhl’s head office in Mölndal, Idrottsvägen 14. Complete proposals are included in this notice or will be available at the latest by Wednesday November 11, 2015 at www.kappahl.com/ir and at KappAhl’s head office. Copies will be sent to shareholders upon request.
- Opening of the Meeting.
- Election of chairman of the Meeting.
- Drawing up and approval of the voting list.
- Approval of the agenda.
- Election of one or more people to verify the minutes and check the votes.
- Consideration whether the Meeting has been duly convened.
- Presentation of the work of the Board of Directors and its committees.
- Presentation of the annual accounts and the Auditor’s report for 2014/2015 and the consolidated accounts and auditor’s report for the Group for 2014/2015. Business report by the Chief Executive Officer.
- Resolution regarding the adoption of the income statement and balance sheet and the Group income statement and Group balance sheet.
- Resolution regarding the distribution of the Company’s result according to the adopted balance sheet.
- Resolution regarding discharge from liability of the members of the Board of Directors andthe Chief Executive Officer.
- Determination of the number of Board members and deputy board members and number of auditors, deputy auditors or accounting firm.
- Determination of fees to the Board of Directors and the Auditor.
- Election of the Board of Directors.
- Election of auditor or accounting firm.
- Instructions and charter for the Nomination Committee.
- Remuneration policy for the company management.
- Any other matters.
- Closing of the Meeting.
Item 2: The Nominations Committee proposes that the Chairman of the Board of Directors Anders Bülow is appointed as chairman of the Meeting.
Item 10: The Board of Directors proposes that a cash dividend of SEK 0.75 per share is distributed for 2014/2015, corresponding to a total of SEK 57,615,285, and that the remaining profit is carried forward. The proposed record day for the dividend is Friday 4 December 2015. If the Meeting resolves in accordance with the proposal, the expected date of payment via Euroclear is Wednesday 9 December 2015.
Item 12: Six ordinary members and one accounting firm are proposed by the Nominations Committee.
Item 13: The Nominations Committee proposes that the fees to the Board of Directors and its committees shall be SEK 1,749,000 (unchanged per member of the Board of Directors since previous year). The proposal means that the Chairman of the Board is awarded SEK 380,000 (unchanged since previous year) and each other elected member of the Board is awarded SEK 190,000 (unchanged since previous year) that the chairman of the Audit Committee is awarded SEK 160,000 (unchanged since previous year) and that a member of the Committee is awarded SEK 100,000 (unchanged since previous year), that the chairman of the Remuneration Committee is awarded SEK 35,000 (unchanged since previous year) and that a member of the Committee is awarded SEK 12,000 (unchanged since previous year). The fees to the accounting firm shall be unchanged in accordance with customary standards and approved invoice.
Item 14: The Nominations Committee proposes re-election of Anders Bülow, Christian W. Jansson, Pia Rudengren and Susanne Holmberg. Amelia Adamo has declined re-election. The Nominations Committee proposes new election of Gustaf Öhrn and Kicki Olivensjö as ordinary members of the Board of Directors. Moreover, the Nominations Committee proposes that Anders Bülow is elected as Chairman of the Board of Directors.
Gustaf Öhrn, born 1967, was group CEO of Stadium AB from 2008 until October, 2015. Gustaf Öhrn has previously been CEO of Fotoquick AB, Amago Capital AB, J. Lindeberg AB and Speed Ventures AB. In addition, he has been head of the youth division and the women’s wear division at Hennes & Mauritz AB. Gustaf Öhrn is a board member of Acne Studios Holding AB and a graduate economist.
Kicki Olivensjö, born 1958, assumed the position of head of product range and purchasing at Venue Retail Group on October 1, 2015 and has previously been business area manager and head of design and purchasing at Åhléns. Prior to this she has worked as head of design and purchasing at Lindex and head of design and production at Peak Performance. In addition, Kicki Olivensjö has worked at Hennes & Mauritz AB on various positions in Sweden and Hong Kong.
Gustaf Öhrn and Kicki Olivensjö are independent in relation to both KappAhl and its management as well as KappAhl’s major shareholders. Neither Gustaf Öhrn or Kicki Olivenjsö nor any of their relatives hold shares or other securities in KappAhl.
Item 15: The Nominations Committee proposes re-election of Ernst & Young AB as accounting firm. The engagement will run until the next Annual General Meeting.
Item 16: It is proposed that the Nominations Committee will be comprised of four ordinary members, who shall be appointed by the four largest shareholders as of April 30. The term largest shareholders refers here to shareholders registered with Euroclear and grouped by ownership as of April 30. The Chairman of the Board shall be co-opted to the Nominations Committee. If any of the four largest owners refrain from appointing an owner representative, or if an owner representative resigns or relinquishes the position before the assignment is complete, the Chairman shall encourage the next owner in size until the tenth largest shareholder (i.e. the fifth largest owner) to within a week from the encouragement appoint an owner representative. If, despite such encouragement, only three shareholder representatives have been appointed as of July 1, the Committee shall be able to constitute itself with three ordinary members and the Committee shall then be able to decide whether the procedure to designate a fourth member should continue or not.
In the event of a significant change of ownership among the largest owners after April 30 but occurs earlier than seven weeks before the Annual General Meeting, and if a shareholder, who after this change has become one of the four largest shareholders (or the three largest if the Committee has med such a decision as above mentioned), the Committee shall contact and offer the shareholder to be a member of the Committee either by deciding that the shareholder shall replace the smallest shareholder after the change, or by expanding the Committee with one more member. When deciding in accordance with the preceding sentence, the new member shall participate and the member appointed by the smallest owner shall not participate.
Item 17: A substantially unchanged Remuneration policy for the management is proposed with the following main contents:
- Fixed salary. Management persons will be offered a market level fixed salary and based on the employee’s responsibility and performance. Salary shall be established for calendar year periods.
- Bonus. Management persons may, from time to time, be offered a bonus of a maximum of fifty percent of the fixed salary. Management persons may, on their own initiative, before the bonus is disposable, convert the bonus into extra pension payments through a so called salary reduction plan. The bonus is to be primarily based on the operating profit (EBIT) for the KappAhl group and shall be established for the financial year.
- Pension. In addition to the terms of collective agreements or other contracts, management persons can arrange individual pension solutions. Salary or bonus waivers can be used to increase allocation to a pension plan provided that the cost to KappAhl is unchanged over the period.
- Notice of termination etc. Management persons and KappAhl must mutually observe a period of six months’ notice of termination. At termination of employment for the Chief Executive Officer from the employer, an unchanged salary for six months and severance payment equal to up to eighteen months is paid, less wages in other employment.
Duty of disclosure of the Annual General Meeting
The Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material injury to the Company, disclose conditions that may affect the assessment of an item on the agenda. Anyone wishing to submit questions in advance can do so to KappAhl AB, Annual General Meeting, PO Box 303, SE 431 24 Mölndal, Sweden.
Number of shares and votes in KappAhl AB (publ)
The total number of registered shares and votes in the Company amounts this day to 76,820,380. The Company holds no own shares.
Mölndal, November 2015
KappAhl AB (publ)
The Board of Directors
For further information, please contact:
Charlotte Högberg, Head Corporate Communications, tel 46 704 715 631, email@example.com
Anders Düring, acting President & CEO / CFO, tel. 46 708 887 733, firstname.lastname@example.org
KappAhl was founded in Gothenburg in 1953 and is a leading fashion chain in the Nordic region with close to 400 stores in Sweden, Norway, Finland and Poland. Our business idea is to offer value-for-money fashion of our own design to the many people. Sustainability-labeled fashion accounts for roughly one quarter of the range. Sales for 2014/2015 totaled SEK 4.6 billion and the company has approx. 4,000 employees in eight countries. KappAhl is quoted on Nasdaq Stockholm. More information is available at www.kappahl.com