STOCKHOLM, Sweden, Nov. 15, 2005 (PRIMEZONE) -- Lindex AB Corporate identity number 556452-6514.
Notice is hereby given that the Annual General Meeting of AB Lindex, at which your attendance is requested, will be held in Chalmers karhus, Chalmersplatsen 1, Goteborg, Sweden on Tuesday 20 December 2005 at 4 pm.
The doors will open and registration for the Annual General Meeting will commence at 3 pm.
Coffee and cakes will be served between 3 and 4 pm.
Notification of attendance Shareholders who wish to attend the AGM must:
-- be recorded in the shareholders' register kept by the Swedish
Securities Centre, VPC AB on Friday 9 December 2005
-- and notify the company of their intention to attend not later than
1 pm on Thursday 15 December 2005 by mail to AB Lindex, SE-441 84
Alingsas, by telephone +46 322-778 51, or by e-mail to:
investor.relations@lindex.se, stating name, personal/corporate identity
number, and daytime telephone number.
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 wish such re-registration must notify the nominee of this in good time before 9 December 2005.
Agenda
1. Opening of the Meeting
2. Election of the Chairman for 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. Decision on whether the Meeting has been duly convened
7. Submission of the Annual Report and the Audit Report as well as of
the Consolidated Accounts and Group Audit Report for the 2004/2005
financial year
8. Resolutions regarding adoption of Profit and Loss Account and Balance
Sheet as well as Consolidated Profit and Loss Account and
Consolidated Balance Sheet
9. Resolution regarding distribution of the company's profit or loss in
accordance with the adopted Balance Sheet
10. The Board of Directors' proposal for changes to the Articles of
Association, bonus issue, reduction of the share capital through
redemption of ordinary shares, new issue of subordinated shares,
reduction of the share capital through redemption of subordinated
shares, and reduction of the statutory reserve
11. Resolution regarding discharge from liability of the Board Members
and the President
12. Determination of the number of Board Members and Deputy Board
Members
13. Determination of fees to the Board of Directors
14. Election of Board Members, Deputy Board Members, and Chairman
15. Proposal for Nomination Committee
16. Closing of the Meeting.
Proposals at the Meeting
Item 2
Mr Claes Beyer is proposed as Chairman for the Meeting.
Item 9
The Board of Directors proposes that no dividend will be paid for the 2004/2005 financial year but that a redemption procedure will be implemented instead (see item 10).
Item 10
The Board of Directors of AB Lindex proposes a redemption procedure in accordance with which the shareholders through a share split 6:1 will receive six shares with a nominal value of SEK 0.40 per share for each share, of which one share will be redeemed for SEK 40 whereby a total of SEK 550,000,000 will be distributed to the shareholders. In order to enable a share split 6:1, a bonus issue must first be carried out whereby the nominal value of the share is raised from SEK 2 to SEK 2.40 through a transfer of SEK 5,500,000 from the statutory reserve. In addition, the Board of Directors proposes that the statutory reserve will be reduced by SEK 235,000,000 through a transfer to non-restricted reserves at the disposal of a General Meeting.
With reference to this, the Board of Directors proposes that the Meeting passes resolutions in accordance with the proposals below.
SPLIT AND REDEMPTION
1. Amendment of the Articles of Association and bonus issue The Board of Directors proposes that a bonus issue will be carried out whereby the nominal value of the share is raised from SEK 2 to SEK 2.40 in accordance with the following:
(i) The wording of the Articles of Association is amended to read that the nominal value of the share is changed from SEK 2 to SEK 2.40 (Para 5). (ii) The Company's share capital is increased by SEK 5,500,000 through a bonus issue. The bonus issue is carried out through a transfer of SEK 5,500,000 from the statutory reserve. The bonus issue is expected to be implemented on 5 January 2006.
2. Amendment of the Articles of Association The Board of Directors proposes that the wording of the Articles of Association is amended, which will mainly involve the following.
(i) The nominal value of the share is changed from SEK 2.40 to SEK 0.40 (Para 5). The share split means that six ordinary shares, of which one shall be designated as a redemption share, will be received for each share. The record day for the share split is 5 January 2006. (ii) The share capital limits are lowered from not less than SEK 25,000,000 and not more than SEK 100,000,000 to not less than SEK 10,000,000 and not more than SEK 40,000,000 (Para 4). (iii) A new class of shares, the subordinated share, is introduced whereby not more than 13,750,000 subordinated shares may be issued. A subordinated share carries one-tenth of a vote and is not entitled to a dividend and is redeemable on the initiative of owners of subordinated shares, the Board of Directors or a General Meeting. On redemption, the redemption amount shall amount to the nominal amount of the share revalued to the date for redemption with an interest factor equivalent to STIBOR 30 days with an addition of 0.05 percentage points (Para 6). (iv) The number of ordinary shares which may be issued is changed to not more than 100,000,000 (Para 6). (v) Amendments of an editorial nature resulting from the above.
The existing shares shall constitute ordinary shares.
3. Reduction of the share capital by the redemption of ordinary shares The Board of Directors proposes that the company's share capital is reduced by SEK 5,500,000 (the reduction amount) through the redemption of 13,750,000 ordinary shares. The shares which will be redeemed consist of those ordinary shares which, following the implemented split in accordance with section 2 above, are designated as redemption shares. The purpose of the reduction is repayment to the shareholders. For each redeemed ordinary share with a nominal value of SEK 0.40, SEK 40 will be paid. In total, SEK 550,000,000 will be paid out using non-restricted capital in addition to the reduction amount. After the reduction, the share capital will amount to SEK 27,500,000. Payment will be made as soon as possible after the Swedish Companies Registration Office has registered all resolutions under section (1) -- (4).
NEW ISSUE AND REDEMPTION OF SUBORDINATED SHARES
4. New issue of subordinated shares
In addition, the Board of Directors proposes that the Meting resolves to increase the company's share capital through a new issue by SEK 5,500,000, through an issue of 13,750,000 new subordinated shares, each with a nominal value of SEK 0.40, on the following terms.
(i) The new shares shall, with deviation from the shareholders
preferential rights, be subscribed for by Mangold Fondkommission AB
("Mangold").
(ii) Subscription for the new shares shall be made on a
subscription list not later than 24 January 2006; however, the new
subordinated shares must not be subscribed or issued until the amendment
of the Articles of Association under section 2 above has been
registered.
(iii) Payment for the new shares shall be made in cash with SEK
0.40 per share not later than 24 January 2006.
(iv) Oversubscription may not take place.
It is noted that in respect of the subordinated shares, the proviso in the Articles of Association about reduction in accordance with Chapter 6 Para 8 of the Companies Act applies. It is also noted that, in accordance with the Articles of Association, the subordinated shares are not entitled to any distribution of profit. As the reason for the deviation from the shareholders' preferential rights, and as the basis for the determination of the issue price, the following is stated: The resolution to redeem ordinary shares can be implemented without the time delays which occur when obtaining the permission of the Court, if an amount equivalent to the reduction amount is contributed to the company through a simultaneous new issue. Mangold has undertaken to subscribe for and have the subordinated shares redeemed in accordance with section 5 below. The issue price is based on an agreement with Mangold.
5. Reduction of the share capital through redemption of subordinated shares and allocation to the statutory reserve The Board of Directors proposes that the Meeting resolves that the company's share capital shall be reduced by SEK 5,500,000 (the reduction amount) through the redemption of all the 13,750,000 subordinated shares and that an amount equivalent to the reduction amount is allocated to the statutory reserve. The purpose of the reduction is repayment to shareholders. Funds from non-restricted equity shall be utilised for allocation to the statutory reserve by an amount equivalent to the reduction amount. Redemption shall be made after the issue of subordinated shares has been registered in accordance with section 4 above. For each redeemed share, a redemption amount of SEK 0.40 shall be paid, revalued on the date of redemption with an interest factor of STIBOR 30 days with an addition of 0.05 percentage points calculated from the date of payment of the subscription price for the subordinated shares. The interest factor is determined on the date for payment of the subscription price. The redemption amount shall be paid as soon as possible after the Swedish Companies Registration Office has registered the reduction of the share capital in accordance with this section 5.
The Meeting's resolutions in accordance with sections (1) -- (5) above shall be understood as one decision. For a valid resolution by the Meeting, shareholders representing at least two thirds of both the votes cast and the votes represented at the Meeting shall vote in favour of the resolution.
REDUCTION OF THE STATUTORY RESERVE
6. Reduction of the statutory reserve The Board of Directors proposes that the statutory reserve is reduced by SEK 235,000,000 through a transfer to non-restricted reserves at the disposal of a General Meeting. It is noted that the Court's permission for the reduction is required.
Finally, the Board of Directors proposes that the Annual General Meeting resolves that the President of the company is authorised to make such minor adjustments in the resolutions under sections (1) -- (6) above which could prove to be necessary in connection with the registration of the resolutions at the Swedish Companies Registration Office or VPC AB.
The Nomination Committee for AB Lindex, which consists of K G Lindvall (Robur) as Chairman, and Mads E Gensmann (Parvus Asset Management), Ossian Hellers (Cevian Capital), and Christer Gardell (Chairman of AB Lindex), who together represent approximately 30 per cent of the shares in Lindex and whose proposals are supported by shareholders who together represent approximately 45 per cent of the number of votes in the Company, will propose the following under items 12-15 of the Agenda:
Item 12
That the number of Board Members shall be seven and that no Deputy Members shall be appointed.
Item 13
That the fees to the Board of Directors shall be SEK 1,900,000 and that the fees shall be distributed between the Members as follows: The Chairman SEK 400,000, the other Members elected by the AGM SEK 200,000 each, and a fee for the work within the Remuneration and Audit Committees totalling SEK 300,000 to be distributed between the members of these Committees.
Item 14
Re-election of Christer Gardell, Conny Karlsson, Bengt Larsson, Lars Otterbeck, Nora Forisdal Larssen, and Lars Forberg and election of Susanne Rosberg as Board Members. Kicki Olivensjo is leaving the Board as she has now joined the company as Purchasing Director. Susanne Rosberg was born in 1957. She is an MBA graduate of the Stockholm School of Economics and runs her own retail management consultancy. Before that, she was a member of the group management of Ahlens AB. Susanne Rosberg is a board member of Granngarden AB and Fujifilm Sverige AB. She owns no shares in the Company.
The Nomination Committee is of the opinion that Susanne Rosberg, with her experience and competence, eminently supplements the Board of Directors. The Nomination Committee has also concluded that Susanne Rosberg is independent of the Company.
Christer Gardell has been proposed for re-election as Chairman.
Item 15
1. The company shall have a Nomination Committee consisting of not
less than three and not more than four members. In the first place, the
four largest shareholders shall be given an opportunity to be
represented in the Nomination Committee. If any of the four largest
owners refrain from nominating a member of the Nomination Committee,
additional shareholders shall be asked based on the size of their
holding until three members have been nominated. The names of the
members of the Nomination Committee and the names of the shareholders
they represent shall be announced not later than six months prior to the
Annual General Meeting and be based on the known number of votes
immediately before the announcement. The Nomination Committee's term of
office shall extend to the date on which a new Nomination Committee has
been appointed. Unless the members have agreed otherwise, the Chairman
of the Nomination Committee shall be the member who represents the
largest shareholder according to the number of votes. The Chairman of
the Board of Directors can be included in the Nomination Committee but
not be its Chairman.
2. If one or several of the shareholders who have appointed
members of the Nomination Committee during the Nomination Committee's
term of office are no longer among the largest shareholders, the members
appointed by these shareholders shall make their places available and
the shareholder or shareholders who have been added among the largest
shareholders shall have the right to appoint their representatives. A
shareholder who has appointed a representative as a member of the
Nomination Committee has the right to dismiss such a member and appoint
a new representative as a member of the Nomination Committee. Changes to
the composition of the Nomination Committee shall be announced as soon
as they have been made.
3. The Nomination Committee shall work out proposals in the
following matters to be submitted to the Annual General Meeting for
decision:
(a) proposal for a Chairman of the Meeting,
(b) proposal for Board of Directors,
(c) proposal for a Chairman of the Board,
(d) proposal for fees to the Board of Directors distinguishing between
the Chairman and the other Members of the Board of Directors,
and fees for Committee work,
(e) proposal for fees to the company's Auditors and,
(f) where applicable, proposal for appointment of Auditors.
4. In connection with its other assignments, the Nomination Committee shall fulfil the tasks which in accordance with the Code of Corporate Governance are the business of the Nomination Committee, and the Company, at the request of the Nomination Committee, shall provide personnel resources such as secretarial functions in the Nomination Committee in order to facilitate the work of the Nomination Committee. When required, the Company shall also be responsible for reasonable costs for external consultants which are deemed to be necessary for enabling the Nomination Committee to perform its assignments.
The Agenda including proposals for resolutions can be obtained by e-mail: investor.relations@lindex.se or by telephone: +46 322-778 51.
Goteborg, November 2005
AB Lindex (publ) Board of Directors
For further information, please contact:
Lindex inspires women and their children with co-ordinated and value-for-money fashion. With around 330 stores in Sweden, Norway, Finland, Germany and Estonia, Lindex is one of the largest fashion chains in Northern Europe. Lindex's business areas are Lingerie, Ladies' Wear and Children's Clothing.
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