KappAhl bulletin from AGM 2012

KappAhl AB (publ) held its Annual General Meeting on Wednesday 28 November 2012
in Mölndal. The following resolutions were passed at the Meeting:

  · No dividend
  · Re-election of four board members and new election of Anders Bülow as
Chairman of the Board of Directors
  · Instructions for the Nominations Committee
  · Remuneration policy for company management
  · Approval of the Board of director’s resolution on a rights issue of SEK 383
million
  · Determination of a so-called reverse split of shares after the rights issue
so that six shares are consolidated into one share

A summary is given below of the resolutions passed, which are all in line with
the main resolution proposals presented in the notice to attend the meeting and
the complete proposals made available to the shareholders before the Annual
General Meeting.

Resolution on adoption of the accounts and discharge from liability
The income statement and balance sheet and consolidated income statement and
balance sheet were adopted and the meeting discharged the Board of Directors and
Chief Executive Officer from liability for the financial year.

Resolution regarding dividend
The Annual General Meeting resolved on that no dividend is to be distributed for
2011/2012, and that the profits of SEK 1,635,699,139 be carried forward.

Determination of fees to the Board of Directors and the Auditor
The meeting resolved that the fee to the Board of Directors and its committees
shall be SEK 1,360,000 (unchanged since previous year). The resolution means
that the Chairman of the Board is awarded SEK 360,000, that each other elected
member of the Board is awarded SEK 180,000, that the chairman of the Audit
Committee is awarded SEK 145,000 that the other members of the Audit Committee
are awarded SEK 95,000, that the chairman of the Remuneration Committee is
awarded SEK 30,000 and that the other members of the Remuneration Committee are
awarded SEK 10,000. It was resolved that the fee to the accounting firm shall be
unchanged in accordance with customary standards and approved invoice.

Re-election and election of the Board of Directors
Four ordinary members of the Board were re-elected in accordance with the
recommendation of the Nominations Committee. The Annual General Meeting elected
Anders Bülow as ordinary member of the Board and as Chairman of the Board,
acceding on December 1, 2012. Consequently, the members of the Board of
Directors elected by the Annual General Meeting are Amelia Adamo, Anders Bülow,
Paul Frankenius, Christian W. Jansson and Sonat Burman-Olsson. Jan Samuelson
declined re-election.

Election of accounting firm
Ernst & Young AB was elected as accounting firm and it was resolved that
engagement will run until the next Annual General Meeting.

Instructions for the Nominations Committee
The Nominations Committee’s proposed instructions and rules of procedure for the
Nominations Committee were adopted. The Nominations Committee shall consist of
four ordinary members, who shall be appointed by the four largest shareholders
as of April 30. The term largest shareholders refers to shareholders registered
with Euroclear Sweden AB and grouped by ownership as of April 30.

Remuneration policy for company management
The meeting adopted the Board's proposed remuneration policy for the management
team. The policy implies that a bonus of a maximum of 50 per cent of fixed
salary can be payable. The remuneration policy is substantially the same as that
adopted by the previous Annual General Meeting.

Determination of amendment of the Articles of Association and to issue new
shares with preferential rights for current shareholders
To enable the rights issue, the Annual General Meeting resolved that the limits
for the share capital in the Articles of Association shall be amended. Article 4
of the Articles of Association is hereby 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).”

The Meeting determined 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 resolved on November 26, 2012, that a shareholder has a
right to subscribe for one new share for every existing share, at a subscription
price of SEK 1,70. Right to subscribe for new shares shall be preferential for
shareholders who are registered as shareholders on the record date, December 3,
2012, 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.

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.

Determination of amendment of the Articles of Association and a reversed share
split
To enable a reversed share split, the Annual General Meeting resolved that the
limits for the share capital in the Articles of Association shall be amended.
Article 4 of the Articles of Association is hereby 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).”

The Meeting resolved 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 Meeting authorized 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 was authorized to make minor changes in the
resolutions of the rights issue and consolidations of shares as may be required
in connection with the registration of the decision with the Companies
Registration Office and Euroclear Sweden AB.

All the resolutions of the Annual General Meeting were passed with the requisite
majority.

The English text is an unofficial translation. In case of any discrepancies
between the Swedish text and the English translation, the Swedish text shall
prevail.

For further information, please contact:
Johan Åberg, President and CEO, phone +46 706 09 99 73, johan.aberg@kappahl.com
Håkan Westin, Chief Financial Officer, phone +46 704 71 56 64,
hakan.westin@kappahl.com

For other information, please contact:
Annette Björklund, Head Public Relations, phone +46 704 71 55 42,
annette.bjorklund@kappahl.com

KappAhl was founded 1953 and is a leading Nordic fashion chain with close to 400
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 28 November 2012 at 8.15 p.m.