Notice to Lindex Group plc’s Annual General Meeting
Lindex Group plc, Notice to general meeting 7 March 2025 at 12:00 EET
Notice to Lindex Group plc’s Annual General Meeting
Notice is given to the shareholders of Lindex Group plc ("Lindex Group" or the "Company") to the Annual General Meeting to be held on Wednesday 2 April 2025 at 12:00 (Finnish time) at Finlandia Hall at the address Mannerheimintie 13e, FI-00100 Helsinki, Finland. The reception of participants that have registered for the meeting and the distribution of voting tickets will commence at 10:30 (Finnish time) at the meeting venue.
Shareholders can also exercise their right to vote by voting in advance. Instructions for advance voting are presented in this notice under section C.4 "Advance voting".
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to confirm the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report as well as the sustainability reporting assurance report for the year 2024
Lindex Group's Annual Report for the year 2024, including the annual accounts, the report of the Board of Directors (which includes the sustainability report), the auditor’s report and the sustainability reporting assurance report, will be available on the Company’s website at www.lindex-group.com/en/investors/corporate-governance/annual-general-meeting/ on or about 10 March 2025.
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
According to the terms of the Company’s restructuring programme approved on 9 February 2021, which is available on the Company’s website at www.lindex-group.com/en/investors/stockmann-as-an-investment/ (as amended, the “Restructuring Programme”), the Company is not allowed to distribute any dividends during the implementation of the repayment schedule under the Restructuring Programme.
Therefore, the Board of Directors proposes that no dividend be paid based on the balance sheet to be adopted for the year 2024.
9. Resolution on the discharge from liability of the persons that have acted as members of the Board of Directors and the CEO during the financial period 1 January 2024 – 31 December 2024
10. Presentation and adoption of the remuneration report
The remuneration report for the governing bodies will be available on the Company’s website at www.lindex-group.com/en/investors/corporate-governance/annual-general-meeting/ on or about 10 March 2025.
The resolution by the Annual General Meeting on the adoption of the remuneration report is advisory.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Board remuneration will remain unchanged and that the Chair of the Board be compensated EUR 85,000, the Vice Chair EUR 60,000, and other members EUR 42,500 as annual remuneration. The annual remuneration will be paid in Company shares and cash, so that Company shares will be acquired on behalf of the Board members to a value of 40% of the remuneration and the rest will be paid in cash. The Company will cover the costs for the acquiring of the shares and the transfer tax. The shares will be acquired within two weeks from the publishing of the Interim Report 1 January – 31 March 2025, or as soon as it is possible in accordance with applicable legislation. If the shares are not purchased and/or delivered based on a reason pertaining to the Company or the Board member, the fee will be in cash in its entirety. The shares acquired for the Board members in 2025 cannot be handed over until two years from the date of purchase, or until the term of office of the person in question has ended, depending on which of the occasions takes place first.
In addition, the Shareholders’ Nomination Board proposes that Chair of the Audit Committee is compensated a fixed fee for the Committee work EUR 10,000 and Member of the Audit Committee EUR 5,000 year as annual remuneration.
The Shareholders’ Nomination Board proposes following meeting fees:
- meeting fee for the Chair of the Board EUR 1,200 per meeting
- meeting fee for the Board member EUR 600 per meeting
- meeting fee for the Chair of the Audit Committee EUR 1,200 per meeting
- meeting fee for the Audit Committee member EUR 600 per meeting
- meeting fee for the Chair of the People and Remuneration Committee EUR 1,200 per meeting
- meeting fee for the People and Remuneration Committee member EUR 600 per meeting
In addition, if the meeting takes place physically outside the country of residence of the Chair or member of the Board of Directors or a Board Committee, their fee will be doubled.
When a member participates in the meeting via remote connection, or for the decisions that are confirmed without convening a meeting, the meeting fee is EUR 1,200 for the Chair and EUR 600 for the member as a meeting remuneration for each meeting. The travel expenses of Board members are compensated in accordance with the Company’s travel policy.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors will be seven (7). Should any member of the candidates proposed by the Shareholders’ Nomination Board for any reason not be available for election to the Board of Directors, the proposed number of Board members shall be decreased accordingly.
13. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the present Board members Stefan Björkman, Timo Karppinen, Roland Neuwald, Sari Pohjonen, Tracy Stone and Harriet Williams, all having given their consents, be re-elected for the term of office continuing until the end of the next Annual General Meeting.
The Shareholders’ Nomination Board proposes to the Annual General Meeting that Andrea Collesei, having given his consent, be elected as new member of the Board of Directors for the term of office continuing until the end of the next Annual General Meeting. Andrea Collesei is independent of the Company and major shareholders.
Should any member of the candidates proposed by the Shareholders’ Nomination Board for any reason not be available for election to the Board of Directors, the remaining available candidates are proposed to be elected in accordance with the proposal by the Nomination Board.
The Shareholders’ Nomination Board recommends that with regard to the selection procedure for Board members, the shareholders take a position on the proposal as a whole at the Annual General Meeting.
The proposed Board members have informed the Company that, if elected, they will elect Sari Pohjonen as Chair of the Board and Roland Neuwald as Vice Chair of the Board.
Biographical details of the current members of the Board of Directors, their CVs as well as an evaluation regarding their independence, are available on the Company’s website at www.lindex-group.com/en/lindex-group/board-of-directors/, and biographical details of the proposed new member of the Board of Directors, his CV, and an evaluation regarding his independence are available on the Company's website at www.lindex-group.com/en/investors/corporate-governance/annual-general-meeting/.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes, on the recommendation of the Audit Committee, that the auditor to be elected be reimbursed based on an invoice approved by the Board of Directors.
15. Election of auditor
The Board of Directors proposes, on the recommendation of the Audit Committee, that audit firm Ernst & Young Oy be re-elected as the auditor. Ernst & Young Oy has notified the Company that in the event it is elected as auditor, Terhi Mäkinen, APA, would act as the auditor with principal responsibility.
The Audit Committee confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation (537/2014, as amended), which would restrict the choice by the Annual General Meeting as regards the appointment of the auditor, has been imposed upon it.
16. Resolution on the remuneration of the sustainability reporting assurance provider
The Board of Directors proposes, on the recommendation of the Audit Committee, that the sustainability reporting assurance provider to be elected be reimbursed based on an invoice approved by the Board of Directors.
17. Election of the sustainability reporting assurance provider
The Board of Directors proposes, on the recommendation of the Audit Committee, that Ernst & Young Oy be elected as the Company's sustainability reporting assurance provider. Ernst & Young Oy has notified the Company that in the event it is elected as the sustainability reporting assurance provider, Terhi Mäkinen, APA, Authorised Sustainability Auditor (ASA), will act as the sustainability auditor with principal responsibility.
The election of Ernst & Young Oy as the Company's sustainability reporting assurance provider is subject to Ernst & Young Oy being elected as the auditor of the Company.
18. Amendment of the Rules of Procedure of the Shareholders’ Nomination Board
The Shareholders’ Nomination Board proposes to the Annual General Meeting that paragraph 2 of the Rules of Procedure of the Shareholders’ Nomination Board would be amended to the effect that the four shareholders who, according to the shareholder register kept by Euroclear Finland Oy, have the largest shares of the votes conferred by all of the Company’s shares on the first working day of the August preceding the Annual General Meeting (in accordance with the current Rules of Procedure on the first working day of the September preceding the Annual General Meeting) are entitled to appoint the members who represent shareholders. Corresponding technical amendments are also proposed to other dates and deadlines in paragraph 2 of the Rules of Procedure.
The Rules of Procedure of the Shareholders’ Nomination Board in its proposed amended form as well as a comparison against the current the Rules of Procedure are available in their entirety on the Company’s website at www.lindex-group.com/en/investors/corporate-governance/annual-general-meeting/ on or about 10 March 2025.
19. Authorizing the Board of Directors to decide on carrying out a directed issuance of shares to creditors of conditional or disputed debts
The Company has certain unsecured restructuring debts referred to in the Restructuring Programme, which are conditional, maximum amount, undetermined or disputed. The provisions concerning the opportunity for share conversion set forth in the Restructuring Programme also apply to 20 % of such unsecured restructuring debt.
The Company’s Annual General Meeting 2021 decided to authorize the Board of Directors to decide to issue at most 30,000,000 shares to creditors of conditional and disputed debts in accordance with the Restructuring Programme, as well as the creditors of restructuring debt determined later during the Restructuring Programme. In accordance with the Restructuring Programme, the Company also has an obligation to convene a General Meeting during 2025 to decide on a new corresponding share issuance authorization to be granted to the Board of Directors so that the authorization remains in force until 30 April 2029.
In order to enable the Company to fulfil the terms of the Restructuring Programme, the Board of Directors proposes that the Annual General Meeting would decide to authorize the Board of Directors to decide on the issuance of shares as follows:
Pursuant to the authorization, the Board of Directors can issue at most 4,000,000 new shares of the Company in one or more instalments. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive subscription rights (directed issuance of shares) for the creditors of conditional and disputed debts in accordance with the Restructuring Programme, as well as the creditors of restructuring debt determined later during the Restructuring Programme.
The subscription right granted in such issuance of shares is conditional on a creditor’s receivable (20 % share of the receivable) being set off against the subscription price of the shares. The subscription price (conversion ratio) that applies to the issuance of shares in accordance with the Restructuring Programme is the volume-weighted average price of the Company’s previous B Share between 8 April and 27 November 2020, i.e. EUR 0.9106.
The Board of Directors decides on all other terms and conditions of the issuance of shares.
The authorization will remain in force until 30 April 2029. This authorization revokes the authorizations to issue shares granted by the General Meeting of the Company on 7 April 2021 and 23 March 2022.
20. Authorizing the Board of Directors to decide on the issuance of shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of shares in one or more instalments as follows:
The number of shares that can be issued based on the authorization shall not exceed 16,000,000 shares, which corresponds to approximately 9.9 per cent of all of the shares in the Company.
The Board of Directors decides on all terms and conditions of the issuance of shares.
The authorization concerns both the issuance of new shares as well as the transfer of treasury shares held by the Company. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorization is effective until 30 June 2028. This authorization does not revoke the authorization proposed above under section 19, and shall be in force in addition to it.
21. Closing of the Meeting
B. Documents of the General Meeting
This notice, including the proposals for decisions by the Board of Directors and the proposals for decisions by the Shareholders’ Nomination Board for the composition and remuneration of the Board of Directors are available on Lindex Group’s website at www.lindex-group.com/en/investors/corporate-governance/annual-general-meeting/.
Lindex Group’s annual accounts, the report of the Board of Directors, the auditor’s report as well as the sustainability reporting assurance report and the remuneration report for the year 2024 as well as other meeting documents will be available on the above-mentioned website on or about 10 March 2025. The above-mentioned documents will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 16 April 2025, at the latest.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder that is registered on the record date of the Annual General Meeting on 21 March 2025 in the shareholders’ register of the Company maintained by Euroclear Finland Oy is entitled to participate in the Annual General Meeting. Shareholders whose shares are registered on their personal Finnish book-entry account or equity savings account, are registered in the shareholders’ register of the Company.
The registration for the Annual General Meeting commences on 10 March 2025 at 10.00 (Finnish time). A shareholder registered in the shareholders’ register of the Company that wishes to participate in the Annual General Meeting shall register for the Annual General Meeting by giving a prior notice of participation, which must be received no later than on 27 March 2025 at 16:00 (Finnish time). Shareholders may also vote in advance in connection with the registration in the manner described below in section C.4 " Advance voting".
Notice of participation can be given:
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a) through Lindex Group’s website at: |
www.lindex-group.com/en/investors/corporate-governance/annual-general-meeting/ Electronic registration requires strong electronic authentication of the shareholder or the shareholder's legal representative or authorized proxy representative with a Finnish, Swedish, or Danish bank ID, or mobile certificate. |
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b) by email or regular mail: |
A shareholder providing notice of participation by email or regular mail shall send the registration and advance voting form available on the Company’s website at www.lindex-group.com/en/investors/corporate-governance/annual-general-meeting/ or corresponding information to Innovatics Oy by email at [email protected] or by regular mail to Innovatics Oy, Annual General Meeting/ Lindex Group plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. The registration and advance voting form will be available on the Company's website as of 10 March 2025 at 10:00 (Finnish time) at the latest. |
In connection with the registration, requested information, such as the shareholder’s name, date of birth or business identification code, address, telephone number and/or e-mail address and the name of a possible legal representative, authorized proxy representative, and/or assistant as well as the date of birth, telephone number and/or e-mail address of a legal representative or authorized proxy representative shall be provided.
Personal data provided to Lindex Group or Innovatics Oy by shareholders or their representatives is used only in connection with the Annual General Meeting and the processing of related necessary registrations.
Shareholders and their possible legal representatives or authorized proxy representatives shall, where necessary, be able to prove their identity and/or right of representation at the meeting venue.
Further information on registration and advance voting is available by telephone during the registration period for the Annual General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 to 12:00 and from 13:00 to 16:00 p.m. (Finnish time).
2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the Annual General Meeting by virtue of such shares based on which they, on the record date of the Annual General Meeting on 21 March 2025, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder has based on such shares been temporarily registered in the shareholders’ register maintained by Euroclear Finland Oy by no later than 28 March 2025 at 10:00 (Finnish time). As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting.
Holders of nominee-registered shares are advised to request well in advance necessary instructions from their custodian regarding the temporary registration in the shareholder’s register of the Company, the issuing of proxy authorization documents and voting instructions, as well as registration for the Annual General Meeting and advance voting. The account manager of the custodian shall temporarily register a holder of nominee-registered shares that wants to participate in the Annual General Meeting in the shareholders’ register of the Company at the latest by the time stated above and, if necessary, take care of advance voting on behalf of a holder of nominee-registered shares prior to the end of the registration period concerning holders of nominee-registered shares.
For the sake of clarity, it is noted that holders of nominee-registered shares cannot register for the Annual General Meeting directly on the Company’s website, but they must be registered by their account managers instead.
Further information on these matters can also be found on the Company’s website at www.lindex-group.com/en/investors/corporate-governance/annual-general-meeting/.
3. Proxy representatives and proxy authorization documents
Shareholders may participate in the Annual General Meeting and exercise their rights at the Annual General Meeting by way of proxy representation. An authorized proxy representative of a shareholder may also vote in advance as described in this notice. Authorized proxy representatives of shareholders shall produce a dated proxy authorization document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting.
Authorized proxy representatives registering electronically for the Annual General Meeting must identify themselves personally through strong electronic authentication in the electronic registration service, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance electronically.
A template for a proxy authorization document will be available on the Company's website at www.lindex-group.com/en/investors/corporate-governance/annual-general-meeting/ as of 10 March 2025 at the latest. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Possible proxy authorization documents are requested to be submitted preferably as attachments in connection with electronic registration or alternatively by email to [email protected] or as original copies by regular mail to Innovatics Oy, AGM/Lindex Group plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, before the end of the registration period, by which time the proxy authorization documents must be received. In addition to the delivery of proxy authorization documents, the shareholder or the authorized proxy representative must take care of registering for the Annual General Meeting as described above in this notice.
Shareholders may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (mandate theme “Representation at the General Meeting”). Authorized representatives shall identify themselves in the general meeting service through strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication can be conducted with bank ID or a mobile certificate. More information on the electronic authorization is available at www.suomi.fi/e-authorizations.
4. Advance voting
Shareholders with a Finnish book-entry account or equity savings account may also vote in advance on certain items on the agenda of the Annual General Meeting during the period between 10 March 2025 at 10:00 – 27 March 2025 at 16:00 (Finnish time) in the following ways:
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a) through Lindex Group’s website at: |
www.lindex-group.com/en/investors/corporate-governance/annual-general-meeting/ Electronic advance voting requires strong electronic authentication of the shareholder or the shareholder's legal representative or authorized proxy representative with a Finnish, Swedish, or Danish bank ID, or mobile certificate. |
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b) by email or regular mail: |
A shareholder may submit the registration and advance voting form available on the Company’s website at http://www.lindex-group.com/en/investors/corporate-governance/annual-general-meeting/or corresponding information to Innovatics Oy by e-mail addressed to [email protected] or by regular mail addressed to Innovatics Oy, AGM/Lindex Group plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. The registration and advance voting form will be available on the Company’s website as of 10 March 2025 at 10:00 (Finnish time) at the latest. |
For holders of nominee-registered shares, advance voting is carried out via their account manager. Account managers may vote in advance on behalf of the holders of nominee-registered shares they represent in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.
Advance votes must be received by the end of the advance voting period. Submitting advance votes before the end of the registration and advance voting period is considered due registration for the Annual General Meeting, provided they contain the information required for registration, as mentioned above in section C.1.
Shareholders that have voted in advance that wish to exercise their other rights under the Finnish Companies Act, such as the right to ask questions, the right to propose resolutions, the right to demand a vote or to vote on potential counterproposals or any other proposals made at the meeting, must attend the Annual General Meeting at the meeting venue themselves or by way of proxy representation.
A proposal subject to advance voting is considered to have been presented without amendments at the Annual General Meeting.
Instructions regarding the electronic advance voting will also be available on the Company’s website at www.lindex-group.com/en/investors/corporate-governance/annual-general-meeting/ as of 10 March 2025 at 10:00 (Finnish time) at the latest.
5. Other instructions and information
The meeting language is Finnish, and presentations at the meeting will be held both in Finnish and in English. Simultaneous translation will be available into English, Swedish and, as necessary, into Finnish.
The information concerning the Annual General Meeting required under the Finnish Companies Act and the Finnish Securities Market Act is available on the Company's website at www.lindex-group.com/en/investors/corporate-governance/annual-general-meeting/ as of 10 March 2025 at the latest.
Pursuant to Chapter 5 Section 25 of the Finnish Companies Act, a shareholder that is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the Annual General Meeting, 7 March 2025, Lindex Group has a total of 161,622,896 shares representing 161,622,896 votes. On the date of this notice, the Company does not hold any treasury shares.
Changes in shareholding after the record date of the Annual General Meeting on 21 March 2025, do not affect the right to participate in the Annual General Meeting or the number of voting rights held by a shareholder in the Annual General Meeting.
The meeting room’s doors will open at 11:50 (Finnish time).
Helsinki, 7 March 2025
LINDEX GROUP plc
The Board of Directors
LINDEX GROUP plc
Susanne Ehnbåge
CEO
Further information:
Jukka Naulapää, Chief Legal Officer, tel. +358 50 389 0013
Distribution:
Nasdaq Helsinki
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