KappAhl: Annual General Meeting Statement
KappAhl Holding AB (publ) held its Annual General Meeting at 2 p.m. on 17 December 2007 in Mölndal, Sweden.
- Automatic share redemption procedure (redemption payment: SEK 11 per share)
- Re-election of all five Board members
- Instructions for Nomination Committee
- Salary policy for management team
The income statement and balance sheet and consolidated income statement and balance sheet were adopted and the meeting discharged Board members and the CEO from liability for the financial year.
All five Board members were re-elected in accordance with the recommendation of the Nomination Committee. Finn Johansson was elected chairman of the Board. The meeting elected the following as Board members: Finn Johnsson, Amelia Adamo, Paul Frankenius, Jan Samuelson and Pernilla Ström.
The meeting agreed to the Nomination Committee's proposal that the fee to Board members shall amount to SEK 1,420,000 (previously SEK 1,290,000). This fee shall be divided as follows: SEK 470,000 to the chairman and SEK 170,000 to the other members elected by the meeting (total of SEK 680,000). The chairman of the Audit Committee shall receive SEK 140,000 and other members of the Audit Committee shall receive SEK 90,000 each. The chairman of the Salary Committee shall receive SEK 30,000 and other members of the Salary Committee shall receive SEK 10,000 each.
The Nomination Committee's proposal for instruction and working procedure for the Nomination Committee was accepted. The Nomination Committee shall comprise three members who shall represent the three largest owners at the end of the month when the interim report for the third quarter is published. The chairman of the Board shall contact the three largest shareholders and be co-opted onto the Nomination Committee.
The meeting voted in favour of the share split and the reduction in share capital through an automatic share redemption procedure. This action will result in the transfer of around SEK 825 million to KappAhl's shareholders. The proposal means that each KappAhl share will be split into two shares, one of which will be designated as a redemption share in the VPC system. The redemption share will automatically be redeemed at SEK 11 in cash. The meeting also agreed to change the rules in the company's articles of association concerning highest and lowest amounts for share capital and that a bonus issue be completed without issuing new shares. The Board was authorised to establish the record date for the share split and rights to redemption shares. It is intended that this date shall be 16 January 2008. The record date for payment of redemption capital is expected to be 11 February 2008 and payment of redemption capital is expected to be 14 February 2008.
Finally, the meeting adopted the Board's proposal for a remuneration policy for the management team. This policy includes, among other matters, that the bonus shall be a maximum of 50% of fixed salary, and that there shall be no severance pay on top of normal salary during the notice period. This remuneration policy is the same as the one adopted at the previous Annual General Meeting.
All decisions made by the meeting were supported by the required voting majority.
For more information, please contact:
Håkan Westin, CFO, tel: +46 704 71 56 64
Annette Ravenshorst, Manager Public Relations, tel: +46 704 71 56 31
KappAhl is a leading Nordic fashion chain with approximately 3,800 employees and close to 300 stores in Sweden, Norway, Finland and Poland. KappAhl designs, markets and sells value-for-money fashion with a wide appeal, and focuses in particular on women aged 30 to 50 with family. The head office and distribution centre are located in Mölndal, in the outskirts of Göteborg. In the 12 months period that ended on 31 August 2007, KappAhl's net sales were SEK 4.5 billion and operating profit was SEK 618 million. KappAhl is listed on the OMX Nordic Exchange in Stockholm. Further information about the company is available on www.kappahl.com and financial information is available on www.kappahl.com/ir.
Download file: 071217_kappahl_annual_general_meeting_statement.pdf