Lindex Group plc, Decisions of general meeting 2.4.2025 at 17:00 EEST

Decisions by Lindex Group plc's Annual General Meeting and the organizational meeting of the Board of Directors

The Annual General Meeting of Lindex Group plc was held on Wednesday 2 April 2025 at 12.00 at Finlandia Hall at the address Mannerheimintie 13e, 00100 Helsinki.

The Annual General Meeting supported all proposals made by the Shareholders' Nomination Board and the Board of Directors. The Annual General Meeting adopted the financial statements for the financial period 1 January - 31 December 2024, granted discharge from liability to the persons that had acted as members of the Board of Directors and CEO during the financial period and resolved, in accordance with the proposal of the Board of Directors, that no dividend will be paid for the financial year 2024. The Annual General Meeting also resolved to adopt the remuneration report of the governing bodies for the financial year 2024. The decision was advisory.

CEO's review
At the Annual General Meeting, Susanne Ehnbåge, CEO of Lindex Group, gave an overview of the Group's and the divisions' performance in 2024 and described the divisions' strategic priorities and ongoing development projects.

Composition and remuneration of the Board of Directors
In accordance with the proposal of the Shareholders' Nomination Board, the Annual General Meeting resolved that the number of members of the Board of Directors will be seven (7). In accordance with the proposal of the Shareholders' Nomination Board, Stefan Björkman, Timo Karppinen, Roland Neuwald, Sari Pohjonen, Tracy Stone and Harriet Williams were re-elected as members of the Board of Directors, in addition to which Andrea Collesei was elected as a new member of the Board of Directors. The term of office of the members of the Board of Directors will continue until the end of the next Annual General Meeting.

The Annual General Meeting further resolved, in accordance with the proposal of the Shareholders' Nomination Board, 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 Annual General Meeting resolved that the Chair of the Audit Committee is compensated a fixed fee for the committee work EUR 10,000 and a member of the Audit Committee EUR 5,000 year as annual remuneration.

The members of the Board shall also be paid a meeting remuneration for each Board and committee meeting, as decided by the Annual General Meeting.

Auditor and sustainability reporting assurance provider
The Annual General Meeting resolved, in accordance with the recommendation of the Audit Committee and the proposal by the Board of Directors, to re-elect audit firm Ernst & Young Oy as the auditor. Ernst & Young Oy has notified the company that Terhi Mäkinen, APA, will act as the auditor with principal responsibility.

The auditor shall be reimbursed based on an invoice approved by the Board of Directors.

The Annual General Meeting decided, in accordance with the recommendation of the Audit Committee and the proposal of the Board of Directors, to elect Ernst & Young Oy as the company's sustainability reporting assurance provider. Ernst & Young Oy has notified the company that Terhi Mäkinen, APA, Authorised Sustainability Auditor, will act as the sustainability auditor with principal responsibility.

The sustainability reporting assurance provider shall be reimbursed based on an invoice approved by the Board of Directors.

Amendment of the Rules of Procedure of the Shareholders' Nomination Board
The Annual General Meeting resolved, in accordance with the proposal of the Shareholders' Nomination Board, that paragraph 2 of the Rules of Procedure of the Shareholders' Nomination Board is 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 are entitled to appoint the members who represent shareholders. In accordance with the proposal, it was also resolved to make the corresponding technical amendments to the other dates and deadlines in paragraph 2 of the Rules of Procedure.

Authorizing the Board of Directors to decide on carrying out a directed issuance of shares to creditors of conditional and disputed debts
In accordance with the proposal of the Board of Directors, the Annual General Meeting authorized the Board of Directors to decide on a directed issuance of shares in order to implement the company's restructuring programme. 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, and revokes the authorizations to issue shares granted by the General Meeting of the company on 7 April 2021 and 23 March 2022.

Authorizing the Board of Directors to decide on the issuance of shares
The Annual General Meeting decided to authorize the Board of Directors to decide on the issuance of shares in one or more instalments. The number of shares that can be issued based on the authorization shall not exceed 16,000,000 shares.

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, and it is in force in addition to the aforementioned authorization.

Organizational meeting of the Board of Directors
The Board of Directors convened after the Annual General Meeting and elected Sari Pohjonen as Chair and Roland Neuwald as Vice Chair. The Board of Directors has assessed the independence of its members in accordance with recommendation 10 of the Finnish Corporate Governance Code 2025, and assessed that all seven members of the Board of Directors are considered to be independent of the company. Six Board members are independent of significant shareholders (Andrea Collesei, Timo Karppinen, Roland Neuwald, Sari Pohjonen, Tracy Stone and Harriet Williams). Stefan Björkman is not considered to be independent of a significant shareholder of the company due to his position as Chair of the Board of Nordic Retail Partners JV LP.

The Board of Directors decided to establish an Audit Committee and a People and Remuneration Committee from among its members. Timo Karppinen was re-elected as Chair of the Audit Committee and Roland Neuwald and Sari Pohjonen were elected as other members of the committee. Stefan Björkman was re-elected Chair of the People and Remuneration Committee and Sari Pohjonen, Tracy Stone and Harriet Williams were elected as other members of the committee.

LINDEX GROUP plc

Susanne Ehnbåge
CEO

Further information:
Jukka Naulapää, Chief Legal Officer tel. +358 50 389 0013

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Nasdaq Helsinki
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