To the shareholders of AB LINDEX (publ)
Corporate identity number 556452-6514
Notice is hereby given that the Annual General Meeting of AB Lindex will
be held on Tuesday 19 December 2006 at 4 pm in Chalmers kårhus,
Chalmersplatsen 1, Göteborg, Sweden.
The doors will open and registration for the Annual General Meeting will
commence at 3 pm.
Coffee and sandwiches will be served between 3 pm and 4 pm.
Notification of attendance
Shareholders who wish to attend the AGM must be recorded in the
shareholders’ register kept by VPC AB on Wednesday 13 December 2006 and
notify the company at AB Lindex, SE-441 84 Alingsås, Sweden.
It is also possible to provide notification of attendance by phone: +46
(0)322-778 51 or by e-mail: firstname.lastname@example.org. The
notification of attendance has to be received by the company not later
than at 1 pm on Thursday 14 December 2006. The notification of
attendance shall state name, personal/corporate identity number and
daytime telephone number.
In order to qualify for attendance at the AGM, shareholders, whose
shares are nominee-registered, must temporarily re-register their shares
in their own names with VPC AB. Shareholders who require such re-
registration must notify the nominee of this well in advance of 8
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of persons to verify the minutes and check votes
6. Resolution regarding whether the meeting has been duly convened
7. Report on the work of the board of directors and the board
8. Submission of the annual report and the audit report as well as
the consolidated accounts and the group audit report for the financial
9. Resolutions regarding adoption of the profit and loss account
and the balance sheet as well as the consolidated profit and loss
account and the consolidated balance sheet
10. Resolution regarding allocation of the company’s profit or loss
in accordance with the adopted balance sheet
11. Resolution regarding discharge from liability for the board
members and the managing director
12. Resolution regarding the number of board members and deputy
13. Resolution regarding fees for the board of directors
14. Election of board members, deputy board members and chairman of the board
15. The board of directors’ proposal for a resolution regarding
principles for remuneration for senior executives
16. Proposal for changes to the articles of association
17. Proposal for nomination committee
18. Closing of the meeting
Proposals at the meeting
The nomination committee proposes Mr. Claes Beyer as chairman of the
The board of directors proposes a dividend to the shareholders of SEK
5.0 for each share. The record day for receiving the dividend is
proposed to be Friday 22 December 2006. If the AGM resolves in
accordance with the proposal, the dividend is expected to be paid out by
VPC on Friday 29 December 2006.
The nomination committee proposes that the number of board members shall
be seven and that no deputy board members shall be appointed.
The nomination committee proposes that the fee to the chairman of the
board shall be increased by SEK 100,000 to SEK 500,000 and that the fee
to each board member shall remain unchanged at SEK 200,000. It is
further proposed that the total fee for the work within the compensation
committee and the audit committee shall remain unchanged at SEK 300,000,
to be distributed in accordance with the following; the chairman of the
audit committee receives SEK 100,000 and the other members of the
committees receive SEK 50,000 each, provided that the committees have
the same number of members compared to last year. The increase of the
fee to the chairman is motivated by the considerable efforts that will
be expected due to the demands of the company’s business, and is
considered to be market aligned.
The nomination committee proposes re-election of Christer Gardell, Conny
Karlsson, Bengt Larsson, Lars Otterbeck and Nora Förisdal Larssen and
election of Emma Wiklund and Monika Elling as new board members.
Emma Wiklund, 38 years, has had a career of approximately 20 years
within the fashion industry, inter alia as an international model,
columnist and presenter of TV programs. During her career within the
fashion industry, Emma has developed an extensive international network.
During the last two years, Emma has worked as a Lindex model and as a
fashion reporter. Emma Wiklund has no other board assignments and does
not own any shares in Lindex.
Monika Elling, 44 years, is a business school graduate and holds an MBA.
She has worked as CFO of Intrum Justitia AB since 2005. Prior thereto,
Monika worked for six years as head of the research team for the
Service- and Trading sector within Enskilda Securities. Her analysis
work covered, inter alia, companies within the fashion industry such as
Lindex and thus she has extensive industry knowledge within Sweden as
well as internationally. Monika has also worked in different positions
in a number of Swedish companies, inter alia Securitas and Assa Abloy.
Monika Elling has no other board assignments and does not own any shares
The two nominees will replace Susanne Rosberg, who has resigned during
the year, and Lars Förberg, who is not available for re-election.
The nomination committee is of the opinion that Monika Elling and Emma
Wiklund will provide the company’s board of directors with additional
competence through their experience within fashion, retail/marketing and
Conny Karlsson is proposed for election as chairman and Christer Gardell
as deputy chairman.
The board of directors proposes a remuneration to the senior executives
which is in line with market conditions and is competitive and aligns
the interests of the executives with the interests of the shareholders.
The salary for the managing director consists of a fixed base salary.
The pension age for the managing director is 60 years. The managing
director is covered by the general pension plan. In addition, pension
premiums corresponding to 30 percent of the pension qualifying salary
are paid up. The pension qualifying salary comprises base salary,
vacation pay and car compensation. In the event of termination by the
employer, the salary is paid out unchanged during a period of 12 months
together with a severance payment equal to 12 months salary.
The salary for the remaining senior executives consists of a fixed part,
the base salary, and a variable part, the bonus. The bonus is dependant
upon achievement of individual as well as company goals. For senior
executives, the bonus may amount to a maximum of four months’ salary.
The pension benefits are premium based and based on the national pension
plan. In the event of termination by the employer, the salary is paid
out unchanged during a period of 12 – 18 months
During the extraordinary shareholders’ meeting held on 26 June 2006, the
board of director’s proposal to implement an option program for senior
executives of Lindex was approved. The program comprises three option
series with an annual allocation as from 2007 and with a term of
approximately three years. The program entails that senior executives
will be offered the opportunity to acquire warrants on market terms.
Market terms are defined as the market price at the time of the
acquisition calculated by using the Black & Scholes valuation method.
The number of warrants to be offered will be maximized so that the total
premium will correspond to the bonus after tax for the previous
financial year. However, there will be a ceiling determined by the
number of available warrants.
The board of directors proposes, as a result of the new Companies’ Act
which came into force on 1 January 2006, that the articles of
association are amended mainly in accordance with the following;
- A provision is inserted to the effect that the total number of shares
shall be not less than 25,000,000
and not more than 100,000,000.
- The provision regarding the nominal amount is deleted.
- A provision is inserted to the effect that shareholders will have the
same preferential right in set-off
issues as in the case of cash issues and that the preferential right
shall apply also where the company
decides to issue warrants or convertibles.
- The provisions regarding the board members and the auditor is changed
to the effect that the term of
appointment for the board members and the auditor, respectively, is
removed since this is governed
by the Companies’ Act.
- The provision regarding the right for shareholders to attend the
shareholders meeting is changed in
order to provide for that the shareholders’ register may be provided
otherwise than through a print
out and further that the record day for the right to attend the
shareholders’ meeting is five weekdays
prior to the meeting.
- The provision regarding that each shareholder is entitled to vote for
the full number of shares owned
by the shareholder is removed since this follows from the Companies’
- The provision regarding the record day provision is adjusted to
reflect the new legal definition.
In addition, certain language and editorial changes are proposed.
The decision regarding appointment of the nomination committee and
determination of its assignment was taken during the annual general
meeting held on 19 December 2005. No suggestion for changes has been
The agenda including proposals for resolutions can be obtained by e-
mail: email@example.com or by telephone: +46(0)322-778 51.
Göteborg, November 2006
AB Lindex (publ)
Board of Directors
For further information, please contact:
Göran Bille, Managing Director and CEO AB Lindex
+46(0)31-739 50 02
mobile +46(0)703-44 43 04
Ulrika Danielson, Director of Corporate
telephone +46(0)31-739 50 05
mobil +46(0)709-50 16 13
Lindex inspires women and their children with co-ordinated and value-
for-money fashion. With around 350 stores in Sweden, Norway, Finland,
Germany, Estonia and Latvia, Lindex is one of the largest fashion chains
in Northern Europe. Lindex’s business areas are Lingerie, Ladies’ Wear,
Children’s Clothing and Cosmetics.