KappAhl invites to Annual General Meeting

KappAhl AB's (publ) Annual General Meeting will be held at 06.00 pm on Wednesday 28 November 2012 at KappAhl's head office, Idrottsvägen 14, Mölndal, Sweden. Notification to participate should be made, preferably by 12 o'clock noon, Thursday 22 November 2012.

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, unchanged remuneration policy for the company management, approval of the resolution to issue new shares, previously published and guaranteed, amounting to approximately MSEK 375 with preferential rights for current shareholders and a reverse share split in which six existing shares consolidates to one share.  
• The Nominations Committee’s proposal that Christian W Jansson is appointed chairman of the Annual General Meeting, that five board members are appointed, that remuneration to the Board of Directors and the committees are unchanged, that Amelia Adamo, Sonat Burman Olsson, Paul Frankenius and Christian W Jansson are re-elected as ordinary members of the Board of Directors and that Anders Bülow through new election is elected as chairman and that Ernst & Young AB through new election is elected as accounting firm.

The full version of the notice follows below.

Notification
Shareholders wishing to participate in the Meeting must be registered in the share register kept by Euroclear Sweden AB (formerly VPC AB) no later than Thursday November 22, 2012, and have given notice of their attendance and potential advisers on the same date, preferably by 12 o'clock noon, via email to stamma@kappahl.com. 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 22, 2012. 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 7, 2012 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 7, 2012 at www.kappahl.com/ir and at KappAhl’s head office. Copies will be sent to shareholders upon request.

Agenda

1. Opening of the Meeting
2. Election of chairman of the Meeting
3. Drawing up and approval of the voting list
4. Approval of the agenda
5. Election of one or more people to verify the minutes and check the votes
6. Consideration whether the Meeting has been duly convened
7. Presentation of the work of the Board of Directors and its committees
8. Presentation of the annual accounts and the Auditor’s report for 2011/2012 and the consolidated accounts and auditor’s report for the Group for 2011/2012. Business report by the Chief Executive Officer
9. Resolution regarding the adoption of the income statement and balance sheet and the Group income statement and Group balance sheet
10. Resolution regarding the distribution of the Company’s result according to the adopted balance sheet
11. Resolution regarding discharge from liability of the members of the Board of Directors and the Chief Executive Officer
12. Determination of the number of Board members and deputy board members and number of auditors, deputy auditors or accounting firm
13. Determination of fees to the Board of Directors and the Auditor
14. Election of the Board of Directors
15. Election of auditor or accounting firm
16. Instructions and charter for the Nomination Committee
17. Remuneration policy for the company management
18. Proposal for resolution on
    a) amendment of the Articles of Association; and
    b) approval of the Board of Directors’ resolution to issue new shares with preferential rights for current shareholders.
19. Proposal for resolution on
    a) amendment of the Articles of Association; and
    b) a reverse share split
20. Any other matters
21. Closing of the Meeting

Proposed resolutions
Item 2: The Nominations Committee proposes that the current Chairman of the Board of Directors Christian W Jansson is appointed as chairman of the Meeting.

Item 10: The Board of Directors proposes that no cash dividend is to be distributed for 2011/2012, and that the available means of profit of SEK 1,635,699,139 is carried forward.

Item 12: Five 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 1,360,000 (unchanged since previous year). The proposal means that the Chairman of the Board is awarded SEK 360,000 and each other elected member of the Board is awarded SEK 180,000, that the chairman of the Audit Committee is awarded SEK 145,000 and that the other members of the Committee are awarded SEK 95,000, and that the chairman of the Remuneration Committee is awarded SEK 30,000 and that the other members of the Committee are awarded SEK 10,000. 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 Amelia Adamo, Sonat Burman Olsson, Paul Frankenius and Christian W Jansson. Jan Samuelson has declined re-election. The Nominations Committee proposes new election of Anders Bülow as ordinary member of the Board of Directors and appointment of Anders Bülow as Chairman of the Board of Directors. Anders Bülow was born in 1953 and has a degree in Business Administration from Stockholm University. He is CEO of Mellby Gård Industri AB and Chairman of the Board in ia. Cale Access AB, Duni AB and Feralco Holding AB. He is also member of the Board of Directors in Roxtec AB and Älvsbyhus Intressenter AB. He has previously held management positions at ia. Ahlsell AB, Trelleborg AB, Boliden Ltd., Doro AB, Flash AB, Optik SmartEyes AB and Brämhults Juice AB. Anders Bülow is through his position in Mellby Gård Industri AB not independent in relation to major shareholders in KappAhl.

Item 15: The Nominations Committee proposes new 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.

Item 17: A substantially unchanged Remuneration policy for the management is proposed with the following main contents:

1. 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.
2. 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.
3. 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.
4. Notice of termination. Management persons and KappAhl must mutually observe a period of six months’ notice of termination.

Item 18: Proposal for resolution on a) amendment of Articles of Association; and 18 b) approval of the Board of Directors’ resolution to issue new shares with preferential rights for current shareholders.

a) Resolution on amendment of the Articles of Association

To enable the rights issue with preferential rights for current shareholders under item b) below, the Board of Directors proposes that the Meeting resolves that the limits for the share capital in the Articles of Association shall be amended as follows. The limits of the share capital in the Articles of Association shall be changed from the current minimum of SEK 10,000,000 and a maximum of SEK 40,000,000 to a minimum of SEK 32,000,000 and a maximum of SEK 128,000,000 and the numbers of shares shall be changed from the current minimum of 70,000,000 and maximum of 280,000,000 to minimum of 225,000,000 and maximum of 900,000,000.

Article 4 of the Articles of Association shall thereby be worded as follows:

”The share capital shall amount to no less than SEK thirty two million (32,000,000) and no more than SEK one hundred twenty eight million (128,000,000). The number of shares shall be no less than two hundred twenty five million (225,000,000) and no more than nine hundred million (900,000,000).”

b) Resolution on approval of the Board of Directors’ resolution to issue new shares with preferential rights for current shareholders

The Board of Directors proposes that the Meeting approves the Board of Directors’ resolution of October 23, 2012 to increase the Company’s share capital by a new issue of shares with preferential rights for the shareholders, on the following principal terms.

The Board of Directors, or a person appointed by the Board of Directors amongst its members, shall be authorized to determine, no later than five weekdays prior to the record date, the amount by which the Company’s share capital is to be increased, the number of shares which are to be issued in the rights issue and the subscription price per share.

Right to subscribe for new shares shall be preferential for shareholders who are registered as shareholders on the record date for the rights issue and thus have been assigned subscription rights in relation to their shareholdings on the record date or, if subscription rights are thereafter transferred, the acquirer of the subscription rights regardless of whether the acquirer was a shareholder on the record date or not. In the event that not all the shares in the rights issue are subscribed for with subscription rights, allotment of the remaining shares, within the maximum amount of the rights issue, shall be made to the person who has subscribed for shares with subscription rights and who has notified its interest to subscribe for shares without subscription rights. In the event that the allotment to such person can not be made in full, allotment shall be made in proportion to the number of subscription rights that each of those who notified an interest to subscribe for shares without subscription rights has exercised for subscription of shares, and to the extent that this is not possible, by the drawing of lots. In the event that not all of the shares can be allotted according to the above, allotment of the remaining shares shall be made to those guarantors that the Company has entered into guarantee agreements with, and in accordance with the terms and conditions of each guarantor’s guarantee agreement.

The record date for determining which shareholders are entitled to subscribe for new shares with preferential right shall be December 3, 2012. Subscription of new shares with subscription rights shall be made through cash payment during the period from December 6, 2012 up to and including December 20, 2012. Subscription for new shares without subscription rights shall be made during the same time. Such subscription shall be made on a separate subscription list. Payment for shares that have been subscribed for without subscription rights shall be made in cash no later than the third banking day after the sales note has been sent, on which the allotted shares are set out. The Board of Directors has the right to extend the period of subscription. Subscription – as far as regards possible subscription by the guarantors according to the above – shall be done on a separate subscription list no later than the fifth banking day after the above stated time. Payment for such shares that are subscribed for and allotted shall be made in cash no later than on the fifth banking day after the sales note has been sent, on which the allotted shares are set out. However, the Board of Directors has the right to extend the period of such payment.

The new shares shall entail a right to profit distribution for the first time on the record date for dividend distribution that occurs closest after the rights issue has been registered with the Swedish Companies Registration Office and the shares have been recorded in the share register at Euroclear Sweden AB.

The Meeting’s approval of the Board of Directors’ proposal on the rights issue requires that the Articles of Association are amended according to item a) above.

The Chief Executive Officer, or the person who the Chief Executive Officer appoints, shall be authorized to make minor changes in the resolution as may be required in connection with the registration of the decision with the Companies Registration Office and Euroclear Sweden AB. The Meeting’s resolution in accordance with items a) and b) above shall be adopted as one resolution. Such resolution is valid only if approved by shareholders holding at least two-thirds of the votes cast and the shares represented at the Meeting.

Shareholders representing 34.9 per cent of the votes in the company have undertaken to vote in favor of the resolutions in accordance with a) and b) above.

Item 19: Proposal on a) amendment of the Articles of Association; and 19 b) a reverse share split

a) Proposal on amendment of the Articles of Association

To enable the reverse share split proposed under item 19 b) below, the Board of Directors proposes that the Meeting resolves that the limits for the share capital in the Articles of Association shall be amended as follows. The numbers of shares in the Articles of Association shall be changed from the conditions following the Meeting’s resolutions under item 18 that means the number of shares shall be minimum of two hundred twenty five million (225,000,000) and maximum of nine hundred million (900,000,000) to minimum of thirty seven million five hundred thousand (37,500,000) and maximum of one hundred fifty million (150,000,000).

Article 4 of the Articles of Association shall thereby be worded as follows:

“The share capital shall amount to no less than SEK thirty two million (32,000,000) and no more than SEK one hundred twenty eight million (128,000,000). The number of shares shall be no less than thirty seven million five hundred thousand (37,500,000) and no more than one hundred fifty million (150,000,000).”

b) Proposal on a reverse share split

The Board of Directors proposes that the Meeting resolves on a reverse split of shares, meaning that six shares are consolidated into one share. The consolidation is intended to increase the transparency of the price of the shares while it results in one, for the Company, more appropriate number of shares.

For shareholders, whose shares on the record date do not correspond to a full number of new shares (after the consolidation), the excess shares will be transferred to the Company’s ownership at the record date. The excess shares will hereafter be sold, at the Company’s expense, by a securities institution appointed by the Company. The aggregated proceeds of the sale will be distributed among the shareholders who owned the excess shares at the record date, in relation to their share in the shares sold.

The resolution shall be registered at the Swedish Companies Registration Office and it is proposed that the Meeting authorizes the Board of Directors to resolve on the record date of the consolidation, which shall not be earlier than the date on which the decision on consolidation has been registered. Further information on the procedures for the consolidation will be published in connection with the Board of Directors resolving on the record date.

The Chief Executive Officer is proposed to be authorized to make minor changes in the resolution as may be required in connection with the registration of the decision with the Companies Registration Office and Euroclear Sweden AB. The Meeting’s resolution in accordance with items a) and b) above shall be adopted as one resolution. Such resolution is valid only if approved by shareholders holding at least two-thirds of the votes cast and the shares represented at the Meeting.

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 225,120,000. The Company holds no own shares.

Mölndal, October 2012
KappAhl AB (publ)
The Board of Directors

For further information, please contact:
Annette Björklund, Head Public Relations, phone +46 704 71 55 42, annette.bjorklund@kappahl.com
Håkan Westin, Chief Financial Officer, phone +46 704 71 56 64, hakan.westin@kappahl.com

For more information, please go to; www.kappahl.com

KappAhl is a leading Nordic fashion chain with more than 390 stores and 4 500 co-workers in Sweden, Norway, Finland, Poland and the Czech Republic. KappAhl designs, markets and sells value-for-money fashion and focus in particular on women 30-50 years of age. In 1999, KappAhl was the first fashion chain to receive environmental management standard certification. During the financial year 2011/2012, KappAhl had sales of SEK 4,6 billion. KappAhl shares are listed on the Nasdaq OMX Stockholm. Further information is available at www.kappahl.com

KappAhl AB (publ) discloses the information provided here pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 30 October 2012 at 4.20 p.m.

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