Notification of Annual General Meeting of Clas Ohlson AB (publ)

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| Source: Clas Ohlson AB
The shareholders of Clas Ohlson AB (publ) are hereby notified of the Annual
General Meeting (AGM) to be held on Saturday, 13 September 2014 at 11:00 a.m. at
the company’s central warehouse in Insjön, Sweden. Registration will begin at
9:45 a.m. A light lunch will be served after the AGM.
Registration and notification

Shareholders who intend to participate in the AGM must:

• be listed in Euroclear Sweden AB’s printed shareholder register by Monday, 8
September 2014,

• notify the company of their intention to participate in the AGM not later than
Monday, 8 September 2014; by post: Clas Ohlson AB (publ), SE-793 85 Insjön,
Sweden; by fax: +46 (0)247-444 25; by telephone: +46 (0)247-444 00; by e-mail:
ir@clasohlson.se or via the company’s website http://about.clasohlson.com.

Registration must include the shareholder’s (or shareholder representative’s)
name, civil registration number/corporate registration number, address,
telephone number, the number of shares represented and the number of advisors.
Shareholders or their proxies are entitled to be accompanied by not more than
two advisors. The number of advisors must be registered in advance in the same
manner as the shareholder. Information submitted in connection with registration
will be computerised and used exclusively for the AGM.

Trustee-registered shares

Shareholders who, through a bank or another trustee, have trustee-registered
shares must re-register the shares in their own names to be entitled to
participate in the AGM. To ensure that this registration is entered in the
shareholder register on Monday, 8 September 2014, shareholders must request well
in advance of this date that their trustees conduct such registration. The re
-registration may be temporary.

Proxies

Shareholders who wish to exercise their voting rights at the AGM by proxy must
issue a dated power of attorney for the proxy in writing. Prior to the AGM, the
power of attorney, in original, should be sent to the above-stated address. A
power-of-attorney form is available for downloading at
http://about.clasohlson.com or alternatively, will be sent to those shareholders
who so request and who provide their postal address. Representatives for legal
entities are to provide a copy of the registration certificate or corresponding
authorisation documents showing authorised signatories.

Number of shares and voting

The number of Series A shares in the company totals 5,760,000, each carrying ten
votes, corresponding to 57,600,000 votes, and the number of Series B shares
totals 59,840,000, each carrying one vote, corresponding to 59,840,000 votes.
Accordingly, there are a total of 65,600,000 shares and 117,440,000 voting
rights in the company. The company holds 2 516 106 Series B treasury shares,
which may not be represented at the AGM.

Proposed agenda

1.               Opening of the AGM

2.               Election of Chairman of the AGM (see below)

3.               Preparation and approval of the voting list

4.               Approval of the agenda

5.              Election of one or two minutes checkers

6.              Determination that the Meeting has been duly convened

7.               Presentation of the Annual Report and Auditors’ Report and the
Consolidated Financial Statements and the Auditors’ Report on the Consolidated
Financial Statements for 2013/2014

8.              Statement by the CEO

9.               Chairman of the Board’s report on the work of the Board and the
Remuneration and Audit Committees

10.             Question time

11.             Resolution concerning the adoption of the Income Statement and
Balance Sheet and the Consolidated Income Statement and Consolidated Balance
Sheet for 2013/2014

12.             Resolution concerning the disposition of the company’s profits
in accordance with the balance sheet adopted for 2013/2014 and determination of
the record date for the dividend (see below)

13.             Resolution concerning the discharge of Board Members and the CEO
from liability for the 2013/2014 financial year.

14.             Determination of the number of Board Members, auditors and
deputy auditors to be elected by the AGM (see below)

15.             Determination of the fees to be paid to Board Members and the
auditors, and remuneration for committee work (see below)

16.             Election of Board Members, Chairman of the Board, auditors and
any deputy auditors (see below)

17.             The Board of Directors’ motion concerning adoption of guidelines
for remuneration and other terms of employment for senior management (see below)

18.             The Board of Directors’ motion concerning adoption of a long
-term incentive plan (LTI 2015) (see below)

19.            The Board of Directors’ motion concerning authorising the Board
of Directors to make decisions on the company’s acquisition and transfer of
treasury shares and motion concerning the transfer of treasury shares (see
below)

20.            Closing of the AGM

Item 2, Election of Chairman of the AGM

The Nomination Committee proposes that Elisabet Salander Björklund be elected
Chairman of the Annual General Meeting.

Item 12, Resolution concerning the disposition of the company’s profits in
accordance with the balance sheet adopted for 2013/2014 and determination of the
record date for payment of the dividend

The Board of Directors proposes that the retained earnings at the disposal of
the AGM, in an amount of SEK 551,643,050, be allocated so that SEK 311,600,000
be paid as a dividend (SEK 4.75 per share) and that SEK 240,043,050 be carried
forward. The record date for payment of the dividend is proposed as 17 September
2014. If the AGM votes in accordance with this motion, it is estimated that the
dividend will be distributed by Euroclear Sweden AB on 22 September 2014.

Items 14-16, Resolutions concerning the number of Board Members, auditors and
deputy auditors to be elected by the AGM, the fees to be paid to Board Members
and the auditors, and remuneration for committee work and election of Board
Members, Chairman of the Board, auditors and any deputy auditors

The company’s Nomination Committee, which was formed in accordance with a
resolution on the nomination procedure passed at the AGM of 11 September 2010
and which comprises Johan Held (Chairman), Carl von Schantz, Göran Sundström,
Ricard Wennerklint and Anders Moberg, proposes the following resolutions
concerning Items 14-16.

The Nomination Committee proposes that the number of Board Members be eight and
that one auditor and no deputy auditor be appointed (Item 14).

The Nomination Committee proposes that director fees, including fees for
committee work, be paid in an amount of SEK 3,107,500 and be distributed as
follows: SEK 630,000 per year to the Chairman of the Board and SEK 315,000 per
year to each of AGM-elected non-executive Board members. The Nomination
Committee also proposes that remuneration of members of the Audit Committee be
paid in an amount of SEK 137,500 to the Chairman of the Audit Committee and SEK
68,750 to each of the two other members of the Committee, and that remuneration
of members of the Remuneration Committee be paid in an amount of SEK 125,000 to
the Chairman of the Remuneration Committee and SEK 62,500 to each of the three
other members of the Committee. The proposed director fees represent a rise of
five per cent (5) compared with the preceding year. The proposed fees for
committee work remain unchanged. Despite the proposed increase in the fee, the
total proposed director fees total SEK 3,107,500, which is SEK 180,000 lower
than in the preceding year because it is proposed that the number of Board
members be reduced from nine to eight. Any decisions by the Board to adjust the
number of committee members will also affect the total director fees. A fee may
be paid as salary or by invoice. If the fee is invoiced, it must be adjusted for
social security contributions and value-added tax with the purpose of achieving
complete cost neutrality for the company. It is proposed that audit fees during
the auditors’ period in office be paid on a current-account basis in return for
company-approved invoices (Item 15).

The Nomination Committee proposes re-election of the Board members Klas Balkow,
Kenneth Bengtsson, Björn Haid, Sanna Suvanto-Harsaae, Cecilia Marlow, Edgar
Rosenberger and Katarina Sjögren Petrini. Anders Moberg has explained that after
11 years as a Member of the Board and ten years as Chairman of the Board, he
will not be standing for re-election. Urban Jansson has announced that after
nine years as a Member of the Board, he will not be standing for re-election.
Göran Sundström is proposed as a new Board member. The Nomination Committee
proposes that Kenneth Bengtsson be elected Chairman of the Board of Directors.
The Nomination Committee proposes that Deloitte be appointed the company’s
auditor for the period from the close of the 2014 Annual General Meeting (AGM)
until the close of the 2015 AGM (Item 16).

Göran Sundström, born 1962, is the founder and President of Sundström & Partner
AB. He has 25 years of experience of financial consultancy from his own business
and on behalf of a number of major Nordic investment banks focusing on mergers
and acquisitions, capital procurement, IPOs and strategic issues. He is Chairman
of the Board of Logitall AB and member of the board of Parks & Resorts
Scandinavia AB and Sundström & Partner AB. Dependent in relation to major
shareholders according to the Swedish Code of Corporate Governance. Independent
in relation to the company and executive management. Shareholding in Clas Ohlson
AB: 0.

Information regarding the Board members proposed for re-election is available in
the Annual Report and on Clas Ohlson’s website.

Item 17, The Board of Directors’ motion concerning adoption of guidelines for
remuneration and other terms of employment for senior management

The Board of Directors proposes that the Annual General Meeting approve the
principles detailed in this item that will apply to remuneration and other
employment terms for the CEO and Clas Ohlson’s Group management (Senior
Management).

The guidelines for remuneration and other employment terms for Senior Management
at Clas Ohlson have been established, with the overall objective to support Clas
Ohlson’s business strategy and the company’s financial goals. Clas Ohlson
intends to offer remuneration levels that will attract, retain and motivate key
individuals whose roles are to achieve our overall objectives. Guidelines for
remuneration of Senior Management cover the CEO, as well as other members of
Group Management.

Total remuneration
Total remuneration shall be based on position and be attractive and competitive
in the country of employment.

The company believes that a balanced remuneration structure will provide members
of Senior Management with the incentive to focus on creating long-term
shareholder value, while the company will have the opportunity to offer cash
incentives for the achievement of short-term performance objectives. The total
remuneration comprises:

• fixed annual basic salary
• variable performance-based remuneration
     - annual cash remuneration based on annual performance targets
     - long-term share-related remuneration based on three-year performance
targets or
       longer
• pension and health benefits
• other benefits that are common in the country of employment

Clas Ohlson aims to offer a competitive total level of remuneration, focusing on
payments based on performance. The objective is that the fixed annual basic
salary will be on par with or around the median of the competitive market. When
Clas Ohlson achieves or exceeds the established performance objectives, the
total remuneration shall be on par with or around the upper quartile of the
competitive market. This means that the variable remuneration may comprise a
significant portion of the total remuneration.

The market is defined mainly by the companies with which Clas Ohlson competes in
order to attract and retain Senior Management.

Total remuneration of the CEO is resolved by the Board of Directors following
recommendation by the Remuneration Committee. For other members of Senior
Management, remuneration is determined by the Remuneration Committee based on
proposals from the CEO, within the framework of the decisions by the Board of
Directors.

Remuneration of Board members

Should a Board member perform work for Clas Ohlson, in addition to the Board
work, and if there are special reasons, a consultant fee and other remuneration
could be approved for such work following decisions by the Board of Directors.
The fees are paid in the form of salary or by invoice.

Fixed annual basic salary

The fixed annual basic salary shall constitute the basis for total remuneration.
The salary is to be related to the relevant competitive market and reflect the
extent of the responsibilities included in the position.

Adjustment of the fixed basic salary is to be based on the general wage
negotiation in the competing market and the performance level of the member of
senior management.

Fixed basic salary is reviewed annually to reward individual performances and
ensure continued competitiveness.

Variable performance-based remuneration

Variable performance-based remuneration may comprise a significant portion of
the total remuneration for members of Senior Management. Common for this type of
remuneration is that it shall be measured against set and predetermined goals.
The goals shall be based on operating financial or individual objectives and
shall support long-term shareholder value.

The company’s two variable incentive plans for Senior Management takes into
account both short and long-term performance.

Short-term incentives, STI

Short-term incentive, STI, is paid annually for efforts that fulfil or surpass
predetermined performance levels during a financial year. Performance objectives
are established annually by the Board of Directors or by managers appointed by
the Board. The measurable performances shall be financial, operative or
individual and related to the business plan. Remuneration paid from the STI plan
has a ceiling, normally expressed in percentage (max 50 per cent) of the fixed
annual basic salary. Insofar as performance does not match the lowest acceptable
performance level, no STI remuneration will be paid.

The Board is entitled to reclaim such remuneration approved or disbursed on the
basis of information that later proves to be obviously incorrect or on
performance that proved to be unsustainable over time.

The cost of the STI paid to Senior Management is estimated to range from between
SEK 0 to maximum MSEK 14.3. This amount includes the anticipated cost of social
-security fees.

Long-term incentives, LTI

At Clas Ohlson, share-related long-term incentive plans are an integral part of
the total remuneration, which aims to reward the successful implementation of
the company’s strategy and the creation of long-term shareholder value.

The objective is to unite the long-term interests of shareholders and Senior
Management, while the opportunity for share-related remuneration also creates
the potential to attract and retain members of Senior Management.

The Board of Directors nominates participants for the LTI plan. The Board of
Directors will annually evaluate whether or not long-term incentive plans will
be proposed at future General Meetings.

Pension plan and health insurance

Pension agreements will, as a rule, be defined-contribution schemes and
formulated in accordance with levels and practice applicable in the country in
which the member of Senior Management is employed.
Other benefits may occur in accordance with the terms applicable in the country
in which the member of Senior Management is employed. However, such benefits may
not constitute a major proportion of the total remuneration. Health insurance
shall be offered to Senior Management.

Period of notice and severance pay

In the event employment is terminated on the initiative of the company, fixed
salary and severance pay during the period of notice may not exceed an amount
corresponding to the fixed annual basic salary for two years. During the period
of notice, the objective is that the member of Senior Management must be
prevented from working in a competing business.

In certain cases, prohibition of competition in return for continued
remuneration may be applied for a maximum period of 24 months following expiry
of the period of notice.

Other

The Board is entitled to disregard the guidelines if warranted in specific
cases. In such instances, the Board is obligated to report the reason for
disregarding the guidelines at the next AGM.

Previously approved but as yet unpaid remuneration

The main terms and conditions for remuneration of Senior Management in the
current employment contracts are presented in Note 6 of the Annual Report for
2013/2014.

Item 18, The Board of Directors’ motion concerning adoption of a long-term
incentive plan (LTI 2015)

Resolutions pursuant to this item, Item 18, are contingent on the AGM passing
resolutions in accordance with the Board’s proposals under Item 19 below.

Summary of the plan

The Board of Directors proposes that the AGM resolve to adopt a long-term
incentive plan (LTI 2015). It is proposed that LTI 2015 encompass a maximum of
100 participants (Participants), comprising two groups, (1) a maximum of 20
members of Senior Management including the CEO, Group Management and country
managers or corresponding positions elected by the Board, regarded as having
considerable potential in their present position to influence Clas Ohlson’s long
-term development (Senior Management) and (2) up to 80 other employees who could
develop into members of Senior Management or other key position within the Group
and thus influence Clas Ohlson AB’s long-term development (Key Individuals).

1. Senior Management

Under LTI 2015, members of Senior Management will acquire during the period of
1–10 May 2015 (the Acquisition Period) Series B shares in Clas Ohlson at market
price on NASDAQ OMX Stockholm AB at a value corresponding to at least 5 per cent
and a maximum of 10 per cent of their annual fixed salaries.

The private investment will subsequently be matched by the company allotting
free of charge, restricted share awards and performance-based employee stock
options subject to the following principles. Options and share awards are
allotted five days after the end of the Acquisition Period (the Start Date).
After which, a portion of the remuneration of the members of Senior Management
will be dependent on Clas Ohlson AB’s long-term share price performance. A
condition for the exercise of the share awards and employee stock options is
that the member of Senior Management retains his/her invested shares and, with
certain exceptions, remains employed from the Start Date up to and including 30
April 2018 (the Qualification Period). For each Series B share acquired within
the framework of LTI 2015, the company will allot a share award plus a number of
preliminary employee stock options. Matching will be based on the number of
shares invested in by the member of Senior Management at the ordinary stock
-market price prevailing at the time of purchase. Each share award entitles the
holder to receive one Series B share in the company free of charge and each
exercisable employee stock option entitles the holder to acquire one Series B
share in the company (read more below under the header, “Employee stock
options,”). The number of shares may be subject to recalculation due to such
events as bonus issues, share splits, rights issues and similar measures.

Share awards

The following terms shall apply to share awards:

  · Entitlement to Series B shares in the company is conditional, subject to
certain exceptions, on the member of Senior Management having been continuously
employed by the Clas Ohlson Group throughout the Qualification Period and having
retained his/her private investment in the shares (see above).
  · Allotted free of charge.
  · The share awards may be exercised as of 30 April 2018.
  · The share awards do not provide entitlement to receive dividends on the
underlying shares during the Qualification Period.
  · Non-transferrable.
  · May be issued by the company or other Group companies.

Employee stock options

The following terms will apply to employee stock options:

  · Exercise of the options is conditional, with certain exceptions, on the
member of Senior Management’s continued employment by the Clas Ohlson Group at
the time of exercise, and having retained his/her private investment in the
shares throughout the Qualification Period (see above).
  · Allotted free of charge.
  · Each exercisable employee stock option entitles the holder to acquire one
Series B share in the company. The acquisition price of the shares when the
options are exercised is to correspond to 100 per cent of the volume-weighted
average of the most recent price paid for Series B Clas Ohlson shares on the
NASDAQ OMX Stockholm AB during a period of ten trading days prior to the first
day of the Acquisition Period.
  · The employee stock options will be exercisable at the earliest on 15 June
2018 up to 23 April 2022. When exercising the employee stock options, any rules
concerning bans on trading must be observed, where applicable.
  · The share awards do not provide entitlement to receive dividends on the
underlying shares during the Qualification Period.
  · Non-transferrable.
  · May be issued by the company or other Group companies.

The number of employee stock options that may be exercised for acquiring shares
depends on the number of Series B shares acquired by the member of Senior
Management and the fulfilment of certain target levels established by the Board
regarding the company’s performance, growth and results during the Qualification
Period. The performance levels established are Entry, Target, Stretch and Max.
The following number of qualified performance-based employee stock options could
be exercised by members of Senior Management depending on the degree of
fulfilment of the performance levels.

− Entry: five employee stock options/acquired Series B shares

− Target: ten employee stock options/acquired Series B shares

− Stretch: 15 employee stock options/acquired Series B shares

− Max: 25 employee stock options/acquired Series B shares (this level is
conditional upon the existence of a specific situation and a single member of
Senior Management fulfilling the exceptional tasks resolved by the Board).

Should the threshold level, Entry, not be attained, no employee stock options
will be allotted.

The number of performance-based employee stock options that may be exercised is
thus limited to 25 options per invested Series B share (Max).

The total scope of LTI 2015 may never exceed the number of shares indicated
under the header, Allocation, below.

2 Key individuals

LTI 2015 entails that Key Individuals on the Start Date (see definition under
Item 1 above) receive an allocation of performance-based employee stock options
free of charge. The number of allocated employee stock options corresponds to
the number of shares, which, at the prevailing market price on the Start Date,
correspond to a value of a minimum of 5 per cent and a maximum of 10 per cent of
the Key Individual’s annual fixed salary. The following terms will apply to
employee stock options:

  · Exercise of the options is conditional, with certain exceptions, on the Key
Individual’s continued employment by the Clas Ohlson Group at the time of
exercise, and throughout the Qualification Period (see definition under Item 1
above).
  · Allotted free of charge.
  · Each exercisable employee stock option entitles the holder to acquire one
Series B share in the company. The acquisition price of the shares when the
options are exercised is to correspond to 100 per cent of the volume-weighted
average of the most recent price set for Series B Clas Ohlson shares on NASDAQ
OMX Stockholm AB during a period of ten trading days prior to the first day of
the Acquisition Period (see definition under Item 1 above).
  · The employee stock options will be exercisable at the earliest on 15 June
2018 up to 23 April 2022. When exercising the employee stock options, any rules
concerning bans on trading must be observed, where applicable.
  · The share awards do not provide entitlement to receive dividends on the
underlying shares during the Qualification Period.
  · Non-transferrable.
  · May be issued by the company or other Group companies.

The number of employee stock options that may be exercised for acquiring shares
depends on the number of Series B shares allotted to the Key Individual at the
Start Date and the fulfilment of certain target levels established by the Board
regarding the company’s performance, growth and results during the Qualification
Period. The three performance levels that were established are Entry, Target and
Stretch. The following number of qualified performance-based employee stock
options could be exercised by Key Individuals depending on the degree of
fulfilment of the performance levels.

− Entry: Five employee stock options/allocated conditional upon performance
-based employee stock options on the Start Date

− Target: Ten employee stock options/allocated conditional upon performance
-based employee stock options on the Start Date

− Stretch: 15 employee stock options/allocated conditional upon performance
-based employee stock options on the Start Date

Should the threshold level, Entry, not be attained, no employee stock options
will be allotted.

The number of performance-based employee stock options that may be exercised is
thus limited to 15 options per allocated conditional performance-based employee
stock option on the Start Date (Stretch).

The total scope of LTI 2015 may never exceed the number of shares indicated
under the header, Allocation, below.

Design and management

The Board of Directors, or a special committee appointed by the Board, is to be
responsible for the detailed design and management of the incentive plan, within
the framework of the conditions and guidelines stipulated. In this connection,
the Board is to be entitled to make adjustments to fulfil specific rules or
market conditions abroad. The Board of Directors is also to be entitled to make
other adjustments should significant changes take place in the Clas Ohlson Group
or its business environment that would entail that the approved conditions for
matching and the opportunity to exercise share awards and employee stock options
under the incentive plan are no longer practicable. The Board is also entitled
to adjust the interval for the Acquisition Period, for individual Participants,
to the extent the Participant is covered by trade embargo regulations when the
Acquisition Period occurs.

Allocation

It is proposed that LTI 2015 consist of not more than 656,000 Series B shares
(see the heading “Scope and cost of the plan” below). Under LTI 2015, members of
Senior Management will acquire, during the Acquisition Period, Series B shares
in Clas Ohlson AB at market price on NASDAQ OMX Stockholm AB at a value
corresponding to at least 5 per cent and a maximum of 10 per cent of their
annual fixed salaries. Following this, the investment will be matched by the
company through the allocation of restricted share awards, free of charge, and
conditional performance-based employee stock options, and Key Individuals will
be allocated conditional performance-based employee stock options at an
allocation value of up to 10 per cent of their annual fixed salaries (according
to the principles in Items 1-2 above). Vesting of employee stock options between
the Entry and Stretch performance levels occurs straight line. Should the
threshold level, Entry, not be attained, no employee stock options will be
allotted.

Should the share price decline to such an extent that Series B shares are
acquired by members of Senior Management at a price resulting in LTI 2015
encompassing more shares than the proposed scope, allotment will be reduced
proportionately in accordance with principles determined by the Board of
Directors.

Scope and cost of the plan

Assuming a price of SEK 133 per Series B share that is acquired by members of
Senior Management as a private investment within the framework of LTI 2015, it
is estimated that the number of shares – at a maximum investment rate of 10 per
cent, attainment of the highest performance level (Max and Stretch,
respectively, see above concerning Senior Management and Key Individuals), and
full exercise of share awards and employee stock options of all Participants –
will not exceed 1 per cent of the total number of shares in the company. The
corresponding figure at a 5 per cent investment is a maximum of 0.77 per cent of
the total number of shares in the company. In the event of an investment of 10
per cent and attainment of the threshold level (Entry), it is estimated that the
number of shares will not exceed 0.35 per cent of the total number of shares.
The corresponding figure at a 5 per cent investment is a maximum of 0.27 per
cent of the total number of shares.

The LTI 2015 will be recognised in accordance with IFRS 2 – Share-based Payment.
IFRS 2 prescribes that share awards and employee stock options have to be
expensed as a personnel cost across the Qualification Period. Based on
prevailing market conditions and assuming that the dividend is unchanged (4.75)
and that personnel turnover among nominated members of Senior Management and Key
Individuals is 5 per cent, the accounting cost as specified in IFRS 2 is
estimated to amount to MSEK 16.3 on condition that members of Senior Management
have acquired shares in Clas Ohlson AB corresponding to 7.5 per cent of basic
salary, that the share price at the date of acquisition is SEK 133 and that the
performance targets Max and Stretch, respectively, have been achieved. If all
members of Senior Management acquire shares for 10 per cent of their basic
salary and the performance ceilings Max and Stretch are achieved, the accounting
cost as specified by IFRS 2 is expected to amount to MSEK 16.7. The costs will
be allocated across the three-year Qualification Period. Social security fees
will be added and will depend on the share price trend and the attainment of
performance targets.

The market value of performance-based employee stock options at the starting
date was calculated at SEK 27 per option by Towers Watson AB in June 2014 using
the binomial method. The present value of the options has been discounted using
a five-year government bond yield of 1.06 per cent. The calculation has also
taken into consideration the estimated time of use and anticipated dividends
during the duration of the plan. The target price is set at 100 per cent of the
volume-weighted average price paid for the company’s Series B share as
established on the NASDAQ OMX Stockholm AB over a period of ten trading days
prior to the start of the Acquisition Period.

The acquisition price of the shares when the options are exercised is to
correspond to 100 per cent of the volume-weighted average of the most recent
price paid for Series B Clas Ohlson shares on NASDAQ OMX Stockholm AB during a
period of ten trading days prior to the first day of the Acquisition Period.

A starting price of SEK 133 was used in the calculation. The final value will be
calculated at the starting date of LTI 2015. In addition, the market value of
the share awards has been estimated by Towers Watson AB, based on a share price
corresponding to SEK 133 at the date of allocation and an annual dividend of SEK
4.75, to amount to SEK 119, in which the fact that the present-value calculated
dividend is not to be paid to members of Senior Management and Key Individuals
during the Qualification Period has been taken into account.

LTI 2015 extends over a period of seven years in total. Assuming that the share
price rises by 4 per cent per year, the future share price will amount to SEK
175, equal to a value increase of SEK 42 per share. If all members of Senior
Management invest 10 per cent of their fixed annual salary and acquire Clas
Ohlson shares at a market value corresponding to SEK 133 each and Key
Individuals are allocated employee stock options corresponding to 10 per cent of
their fixed salaries, and that the performance ceiling is achieved (Max and
Stretch, respectively), the value of the LTI 2015 plan is estimated to be MSEK
29. Social security fees are estimated at MSEK 10. Payment of future social
security fees is covered by the proposed buyback plan (Item 19). During the same
period, it is estimated that the market value of the company will have increased
by SEK 2.8 billion (share price increase of SEK 42 per share * 65.6 million
shares).

The Board proposes a buyback plan (Item 19 on the Notification of the AGM) in
order to provide the company with the opportunity to transfer treasury shares to
members of Senior Management and Key Individuals, as described above, and to
also use repurchased shares to ensure sufficient liquidity for the payment of
future social security expenses associated with proposed and implemented
incentive plans. The administrative work required for handling the plan must be
reasonable in relation to the plan’s design and scope and be subject to approval
by the Board of Directors. Since there is no intention to issue any new shares
as a result of the plan, the company’s registered share capital and voting
rights will not be subject to dilution.

Reasons for the motion

The purpose of the proposed incentive plan is to create potential to retain and
recruit competent personnel to the Group. LTI 2015 has been designed because it
is considered desirable that, in future, members of Senior Management and Key
Individuals will become shareholders of Clas Ohlson to a greater extent than
today, which is expected to have a positive impact on their long-term work
performance and harmonise interests from Participants and shareholders.
Connecting remuneration of members of Senior Management and Key Individuals for
work performed and rewards to the company’s profit and value development will
continue to promote company loyalty and thus sustainable value growth in the
company. LTI 2015 has also been designed to ensure that the remuneration paid to
the Participants will be competitive in comparison with other comparable
companies in the industry. Against this background, the Board believes that the
introduction of LTI 2015 will have a positive effect on the Clas Ohlson Group’s
continued development and that LTI 2015 is thus beneficial to both shareholders
and the company.

Drafting of the matter

Pursuant to guidelines set out by the Remuneration Committee, the incentive plan
has been drafted by the management of Clas Ohlson AB in consultation with
external advisors. The incentive plan was addressed at Board meetings during the
spring and summer of 2014.

Other outstanding incentive plans

A summary of the company’s other incentive plans is presented in Note 6 of the
2013/14 Annual Report and on the company’s website. Apart from the described
plans, there are no other incentive plans in the company.

Majority requirements

To be valid, AGM resolutions in accordance with Item 18 must be supported by
shareholders representing at least half of the votes cast at the AGM.

Item 19, The Board of Directors’ motion concerning authorising the Board to make
decisions on the company’s acquisition and transfer of treasury shares and
motion concerning the transfer of treasury shares

The Board of Directors’ motion in accordance with this Item 19 is conditional
upon the AGM first passing resolutions in accordance with Item 18 above.

A. Acquisition of treasury shares

The Board of Directors proposes that the AGM resolve to authorise the Board,
during the period up to the next AGM, to make decisions concerning the company’s
acquisition of shares in the company as follows.

 1. A maximum of 860,000 Series B shares may be acquired.
 2. The shares may be acquired on NASDAQ OMX Stockholm AB.
 3. Shares obtained through trading on NASDAQ OMX Stockholm AB may only be
acquired at a price per share that at every point in time is within the
registered span of share prices.
 4. Payment for the shares must be made in cash.

Acquisitions may occur to safeguard the company’s commitments (including social
security fees) resulting from LTI 2015 and earlier implemented incentive plans.

B. Transfer of treasury shares

The Board of Directors proposes that the AGM resolve to authorise the Board,
during the period up to the next AGM, to make decisions concerning the transfer
of shares in the company as follows.

 1. A maximum of the number of Series B treasury shares held at the time of the
Board of Directors’ decision may be transferred.
 2. The shares may be transferred via NASDAQ OMX Stockholm AB.
 3. Transfer of shares on NASDAQ OMX Stockholm AB may only occur at a price per
share that at every point in time is within the registered span of share prices.
 4. Payment for the shares must be made in cash.

The reason underlying the Board of Directors’ motion is to provide the company
with an opportunity to continuously adapt the number of shares acquired to
safeguard commitments (including social security fees) within the framework for
LTI 2015 and earlier implemented incentive plans.

C. Transfer of treasury shares

The Board of Directors proposes that the AGM resolve upon a transfer of shares
in the company as follows.

 1. A maximum of 656,000 Series B shares may be transferred.
 2. Entitlement to receive shares shall accrue to the Participants, with each
Participant entitled to receive at most the number of shares that result from
the conditions for LTI 2015.
 3. The Participants will be entitled to exercise their right to acquire shares
no earlier than 15 June 2018 and no later than 23 April 2022.
 4. The Participants’ entitlement to receive shares is subject to fulfilment of
all of the conditions established for the plan.
 5. Transfer of share awards issued in accordance with LTI 2015 will occur free
of charge.
 6. Transfer of shares based on employee stock options issued in accordance with
LTI 2015 will occur at a price corresponding to 100 per cent of the volume
-weighted average price paid for the company’s Series B share as established on
NASDAQ OMX Stockholm AB over a period of ten trading days prior to the start of
the Acquisition Period.
 7. In accordance with the terms and conditions for the plan, the number of
shares that may be subject to transfer under LTI 2015 may become subject to
recalculation due to such events as bonus issues, splits, rights issues and
similar measures.
 8. Payment for the acquired shares must be made no earlier than 15 June 2018
and no later than 11 May 2022.

The transfer of treasury shares and the reason for disapplying the shareholders’
pre-emptive rights are a feature of the incentive plan LTI 2015 proposed by the
Board under Item 18.

Shareholders’ right to request information

At the AGM, if requested by a shareholder and deemed possible without
occasioning material damage to the company, the Board of Directors and CEO shall
provide information on conditions that could impact an item on the agenda, or
conditions that could impact the assessment of the financial situation of the
company (or subsidiaries) or the company’s relationship to other Group companies
(meaning, the right to request information pursuant to Chapter 7, Section 32 of
the Swedish Companies Act).

Majority requirements

To be valid, resolutions by the AGM in accordance with Items 19 A and 19 B above
must be supported by shareholders representing at least two thirds of both the
votes cast and the shares represented at the AGM. To be valid, resolutions by
the AGM in accordance with Item 19 C above must be supported by shareholders
representing at least nine tenths of both the votes cast and the shares
represented at the AGM.

Complete proposals

The Nomination Committee’s complete proposals concerning resolutions under Items
2 and 14-16 and the Board of Directors’ complete motions concerning resolutions
under Items 12 and 17-19 are presented above.

The accounting documentation and audit report pertaining to the 2013/2014
financial year, the Board of Directors’ statement in accordance with Chapter 18,
Section 4 of the Swedish Companies Act concerning the distribution of profits
and in accordance with Chapter 19, Section 22 of the Swedish Companies Act
concerning authorisation for the acquisition of treasury shares, as well as the
auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies
Act concerning compliance with the guidelines for remuneration of Senior
Management will be made available at the company no later than 22 August 2014
and will also be sent by post to shareholders who provide their postal address.

All of the documents specified under the above heading will be made available in
an electronic format on the company’s website, http://about.clasohlson.com, as
of 12 August 2014.

Clas Ohlson AB (publ)

Board of Directors

For more information please contact:

Sara Kraft Westrell, Director of Information and Investor Relations, phone
+46 247 649 13
Clas Ohlson was founded in 1918 as a mail order business based in Insjön,
Dalarna, Sweden. Today, the company is trading in five countries offering
outstanding service via its approx. 200 stores, web shop, catalogue and
telephone sales channels. Clas Ohlson helps its customers solve every day
practical problems with a wide range of affordable products in five product
areas: Hardware, Electrical, Home, Multimedia and Leisure. The company is listed
on the Nasdaq OMX Nordic Exchange, has sales of approx. 6.8 billion SEK and over
4,700 employees. Visit Clas Ohlson at www.clasohlson.com.