Lindex Group — Proxy Solicitation & Information Statement 2025

Jan 30, 2025

Proposal of the Shareholders' Nomination Board for the composition and remuneration of Lindex Group's Board of Directors

Proposal of the Shareholders' Nomination Board for the composition and remuneration of Lindex Group's Board of Directors

LINDEX GROUP plc, Other information disclosed according to the rules of the
Exchange 30.1.2025 at 10:00 EET
Proposal of the Shareholders' Nomination Board for the composition and
remuneration of Lindex Group's Board of Directors
Lindex Group's Shareholders' Nomination Board has in its meeting decided to
propose the following to the Annual General Meeting, which will be held on 2
April 2025:
The Shareholders' Nomination Board proposes that the number of members of the
Board of Directors will be seven (7).
The Shareholders' Nomination Board proposes that the present Board members
Stefan Björkman,Timo Karppinen, Roland Neuwald, Sari Pohjonen, Tracy Stone and
Harriet Williams, all having given their consents, will be re-elected for the
term of office continuing until the end of the next Annual General Meeting.

The Shareholders' Nomination Board proposes 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 proposed number of Board members shall be decreased accordingly, and 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.
The Shareholders' Nomination Board proposes 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 5000 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.
Additional information on the members proposed by the Lindex Group's
Shareholders' Nomination Board can be found on the company's website lindex
-group.com (http://www.lindex-group.com/). The proposals of the Shareholders'
Nomination Board will be included in the notice to the Annual General Meeting.
Stefan Björkman (nominated by Nordic Retail Partners JV LP) acts as Chair of
Lindex Group's Shareholders' Nomination Board, Fabian Chrobog (nominated by
North Wall Capital LLP), Markus Aho (nominated by Varma Mutual Pension Insurance
Company), Björn Teir (nominated by The Society of Swedish Literature in Finland)
act as members of the Shareholders' Nomination Board. In addition, Lindex
Group's Chair of the Board Sari Pohjonen joins the Shareholders' Nomination
Board as an expert member.

LINDEX GROUP plc
Susanne Ehnbåge
CEO
Further information:
Stefan Björkman, Chair of the Shareholders' Board of Lindex Group plc, tel. +358
50 63219
Distribution:
Nasdaq Helsinki
Principal media

Lindex Group plc is an international multichannel retail group with two
divisions: Lindex and Stockmann. Lindex is a global fashion company with a
purpose to empower and inspire women everywhere. Its three strong categories
include women's and kids' wear as well as lingerie, where it is a market leader
in the Nordics. Stockmann is a premium multi-brand retailer with department
stores in Finland and the Baltics. Its purpose is to be a marketplace for a good
life. In 2023, the Lindex Group's revenue was EUR 952 million and it had some 5
800 employees. The Group's roots lie in the Stockmann company founded in 1862
and its shares are listed on the Nasdaq Helsinki Ltd. in Finland. www.lindex
-group.com (https://nam11.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.
lindex
-group.com%2F&data=05%7C02%7Cchristian.goingberg%40cision.com%7C26110e9475bc4a4f3
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