KappAhl invites to Annual General Meeting

KappAhl AB's (publ) Annual General Meeting will be held at 10.00 am on Wednesday
2 December 2015 at KappAhl's head office, Idrottsvägen 14, Mölndal, Sweden.
Notification to participate should be made, preferably by 12 o'clock noon, on
Thursday 26 November 2015.
At the Annual General Meeting the following matters, inter alia, are proposed to
be dealt with:

-          The Board of Directors’ proposal about the resolution regarding the
adoption of the income statement and balance sheet, distribution of the
Company’s result (proposed dividend of 0.75 SEK per share) and an unchanged
remuneration policy for the company management,

-          The Nominations Committee’s proposal that Anders Bülow is appointed
chairman of the Annual General Meeting, that six board members are appointed,
that remuneration to the Board of Directors and the committees are unchanged per
ordinary board member, that Anders Bülow, Christian W Jansson, Pia Rudengren and
Susanne Holmberg are re-elected as ordinary members of the Board of Directors,
that Gustaf Öhrn and Kicki Olivensjö are elected as new ordinary members of the
Board of Directors and that Anders Bülow through re-election is elected as
chairman and that Ernst & Young AB through re- election is elected as accounting
firm.

The full version of the notice follows below:

Notification
Shareholders wishing to participate in the Meeting must be registered in the
share register kept by Euroclear Sweden AB no later than Thursday November 26,
2015, and have given notice of their attendance and potential advisers on the
same date, preferably by 12 o’clock noon, via email to stamma@kappahl.com.
Notification of attendance can also be given by telephone on +46 31 771 55 00,
fax +46 31 771 58 15, or by post to KappAhl AB, Årsstämma, P.O. Box 303, 431 24
Mölndal, Sweden.

The notification must state the name, address, telephone number, corporate or
personal identity number and registered shareholding. Any powers of attorney
must be in writing and be submitted no later than, but preferably before, the
Annual General Meeting. A physical person representing a legal person shall also
submit a certified copy of the certificate of registration. The term of a power
of attorney may not exceed five years from the issue. KappAhl provides power of
attorney forms upon request, and these are also available at the KappAhl’s
website www.kappahl.com/ir.

Shareholders whose shares are registered in the name of a nominee through a
bank’s trust department or a private securities dealer must temporarily register
the shares in their own name to be entitled to participate in the Meeting. Such
temporary registration of ownership must be effected no later than Thursday
November 26, 2015. This means that the shareholder must notify the nominee of
this well in advance of that date.

Accounts and complete proposals
The accounts and audit report will be available at the latest on Wednesday
November 11, 2015, and will thereafter be sent to shareholders upon request, and
are also available at www.kappahl.com/ir and at KappAhl’s head office in
Mölndal, Idrottsvägen 14. Complete proposals are included in this notice or will
be available at the latest by Wednesday November 11, 2015 at www.kappahl.com/ir
and at KappAhl’s head office. Copies will be sent to shareholders upon request.

Agenda

 1. Opening of the Meeting.
 2. Election of chairman of the Meeting.
 3. Drawing up and approval of the voting list.
 4. Approval of the agenda.
 5. Election of one or more people to verify the minutes and check the votes.
 6. Consideration whether the Meeting has been duly convened.
 7. Presentation of the work of the Board of Directors and its committees.
 8. Presentation of the annual accounts and the Auditor’s report for 2014/2015
and the     consolidated accounts and auditor’s report for the Group for
2014/2015. Business report by        the Chief Executive Officer.
 9. Resolution regarding the adoption of the income statement and balance sheet
and the Group income statement and Group balance sheet.
10. Resolution regarding the distribution of the Company’s result according to
the adopted balance sheet.
11. Resolution regarding discharge from liability of the members of the Board of
Directors andthe Chief Executive Officer.
12. Determination of the number of Board members and deputy board members and
number of auditors, deputy auditors or accounting firm.
13. Determination of fees to the Board of Directors and the Auditor.
14. Election of the Board of Directors.
15. Election of auditor or accounting firm.
16. Instructions and charter for the Nomination Committee.
17. Remuneration policy for the company management.
18. Any other matters.
19. Closing of the Meeting.

Proposed resolutions
Item 2: The Nominations Committee proposes that the Chairman of the Board of
Directors Anders Bülow is appointed as chairman of the Meeting.

Item 10: The Board of Directors proposes that a cash dividend of SEK 0.75 per
share is distributed for 2014/2015, corresponding to a total of SEK 57,615,285,
and that the remaining profit is carried forward. The proposed record day for
the dividend is Friday 4 December 2015. If the Meeting resolves in accordance
with the proposal, the expected date of payment via Euroclear is Wednesday 9
December 2015.

Item 12: Six ordinary members and one accounting firm are proposed by the
Nominations Committee.

Item 13: The Nominations Committee proposes that the fees to the Board of
Directors and its committees shall be SEK 1,749,000 (unchanged per member of the
Board of Directors since previous year). The proposal means that the Chairman of
the Board is awarded SEK 380,000 (unchanged since previous year) and each other
elected member of the Board is awarded SEK 190,000 (unchanged since previous
year) that the chairman of the Audit Committee is awarded SEK 160,000 (unchanged
since previous year) and that a member of the Committee is awarded SEK 100,000
(unchanged since previous year), that the chairman of the Remuneration Committee
is awarded SEK 35,000 (unchanged since previous year) and that a member of the
Committee is awarded SEK 12,000 (unchanged since previous year). The fees to the
accounting firm shall be unchanged in accordance with customary standards and
approved invoice.

Item 14: The Nominations Committee proposes re-election of Anders Bülow,
Christian W. Jansson, Pia Rudengren and Susanne Holmberg. Amelia Adamo has
declined re-election. The Nominations Committee proposes new election of Gustaf
Öhrn and Kicki Olivensjö as ordinary members of the Board of Directors.
Moreover, the Nominations Committee proposes that Anders Bülow is elected as
Chairman of the Board of Directors.

Gustaf Öhrn, born 1967, was group CEO of Stadium AB from 2008 until October,
2015. Gustaf Öhrn has previously been CEO of Fotoquick AB, Amago Capital AB, J.
Lindeberg AB and Speed Ventures AB. In addition, he has been head of the youth
division and the women’s wear division at Hennes & Mauritz AB. Gustaf Öhrn is a
board member of Acne Studios Holding AB and a graduate economist.

Kicki Olivensjö, born 1958, assumed the position of head of product range and
purchasing at Venue Retail Group on October 1, 2015 and has previously been
business area manager and head of design and purchasing at Åhléns. Prior to this
she has worked as head of design and purchasing at Lindex and head of design and
production at Peak Performance. In addition, Kicki Olivensjö has worked at
Hennes & Mauritz AB on various positions in Sweden and Hong Kong.

Gustaf Öhrn and Kicki Olivensjö are independent in relation to both KappAhl and
its management as well as KappAhl’s major shareholders. Neither Gustaf Öhrn or
Kicki Olivenjsö nor any of their relatives hold shares or other securities in
KappAhl.

Item 15: The Nominations Committee proposes re-election of Ernst & Young AB as
accounting firm. The engagement will run until the next Annual General Meeting.

Item 16: It is proposed that the Nominations Committee will be comprised of four
ordinary members, who shall be appointed by the four largest shareholders as of
April 30. The term largest shareholders refers here to shareholders registered
with Euroclear and grouped by ownership as of April 30. The Chairman of the
Board shall be co-opted to the Nominations Committee. If any of the four largest
owners refrain from appointing an owner representative, or if an owner
representative resigns or relinquishes the position before the assignment is
complete, the Chairman shall encourage the next owner in size until the tenth
largest shareholder (i.e. the fifth largest owner) to within a week from the
encouragement appoint an owner representative. If, despite such encouragement,
only three shareholder representatives have been appointed as of July 1, the
Committee shall be able to constitute itself with three ordinary members and the
Committee shall then be able to decide whether the procedure to designate a
fourth member should continue or not.

In the event of a significant change of ownership among the largest owners after
April 30 but occurs earlier than seven weeks before the Annual General Meeting,
and if a shareholder, who after this change has become one of the four largest
shareholders (or the three largest if the Committee has med such a decision as
above mentioned), the Committee shall contact and offer the shareholder to be a
member of the Committee either by deciding that the shareholder shall replace
the smallest shareholder after the change, or by expanding the Committee with
one more member. When deciding in accordance with the preceding sentence, the
new member shall participate and the member appointed by the smallest owner
shall not participate.

Item 17: A substantially unchanged Remuneration policy for the management is
proposed with the following main contents:

 1. Fixed salary. Management persons will be offered a market level fixed salary
and based on the employee’s responsibility and performance. Salary shall be
established for calendar year periods.

 1. Bonus. Management persons may, from time to time, be offered a bonus of a
maximum of fifty percent of the fixed salary. Management persons may, on their
own initiative, before the bonus is disposable, convert the bonus into extra
pension payments through a so called salary reduction plan. The bonus is to be
primarily based on the operating profit (EBIT) for the KappAhl group and shall
be established for the financial year.

 1. Pension. In addition to the terms of collective agreements or other
contracts, management persons can arrange individual pension solutions. Salary
or bonus waivers can be used to increase allocation to a pension plan provided
that the cost to KappAhl is unchanged over the period.

 1. Notice of termination etc. Management persons and KappAhl must mutually
observe a period of six months’ notice of termination. At termination of
employment for the Chief Executive Officer from the employer, an unchanged
salary for six months and severance payment equal to up to eighteen months is
paid, less wages in other employment.

Duty of disclosure of the Annual General Meeting
The Board of Directors and the Chief Executive Officer shall, if any shareholder
so requests and the Board of Directors believes that it can be done without
material injury to the Company, disclose conditions that may affect the
assessment of an item on the agenda. Anyone wishing to submit questions in
advance can do so to KappAhl AB, Annual General Meeting, PO Box 303, SE 431 24
Mölndal, Sweden.

Number of shares and votes in KappAhl AB (publ)
The total number of registered shares and votes in the Company amounts this day
to 76,820,380. The Company holds no own shares.

Mölndal, November 2015
KappAhl AB (publ)
The Board of Directors
For further information, please contact:
Charlotte Högberg, Head Corporate Communications, tel 46 704 715 631,
charlotte.hogberg@kappahl.com
Anders Düring, acting President & CEO / CFO, tel. 46 708 887 733,
anders.during@kappahl.com
KappAhl was founded in Gothenburg in 1953 and is a leading fashion chain in the
Nordic region with close to 400 stores in Sweden, Norway, Finland and Poland.
Our business idea is to offer value-for-money fashion of our own design to the
many people. Sustainability-labeled fashion accounts for roughly one quarter of
the range. Sales for 2014/2015 totaled SEK 4.6 billion and the company has
approx. 4,000 employees in eight countries. KappAhl is quoted on Nasdaq
Stockholm. More information is available at www.kappahl.com