NOTICE OF STOCKMANN'S ANNUAL GENERAL MEE
STOCKMANN plc STOCK EXCHANGE RELEASE February 18, 2004, 14.00 p.m.
NOTICE OF STOCKMANN'S ANNUAL GENERAL MEETING
Notice is hereby given to the shareholders of Stockmann plc that the company's Annual General Meeting will be held on Tuesday, March 30, 2004, at 4.00 p.m. in the Concert Hall of Finlandia Hall at the address Karamzininkatu 4, Helsinki. In addition to advance registration, shareholders must register at the meeting venue beginning at 2.30 p.m. Coffee will be served beginning at 2.30 p.m. Registration for the meeting should be made at the reception desk no later than by 3.45 p.m. Free parking will be provided for attendees in the parking lot of Finlandia Hall.
The following items are on the agenda:
1. The matters belonging to the competence of the Annual General Meeting under Article 14 of the Articles of Association.
2. Amendment of the Articles of Association
Proposal of the Board of Directors for the partial amendment of Article 5 of the Articles of Association. The main content of the proposed amendment is the following: - The regulation concerning the term of office of a member of the Board of Directors shall be changed such that the members are elected for one year at a time.
3. Proposal for authorizing the Board of Directors to decide on the transfer of own shares
The Board of Directors proposes that the Annual General Meeting authorize the Board to decide on the transfer of a maximum of 413,000 of the company's own Series B shares (treasury shares). The authorization comprises the right to transfer shares in one or more instalments in disapplication of shareholders' pre-emptive rights. Shares can be transferred as consideration in acquisitions that may be made or in other structural arrangements, be used as part of the company's incentive and compensation system, be used for the payment of share bonuses to the Board of Directors, or they can be sold in public trading. The transfer must take place in a public trade at the fair value from time to time. The authorization is valid for one year from the close of the Annual General Meeting.
4. Board of Directors' proposal for the reconfirmation of the share options 2000 for registration
The Annual General Meeting of Stockmann plc passed a resolution on April 11, 2000, to offer share options for subscription by key employees of Stockmann plc and the company's wholly-owned subsidiary. The Annual General Meeting's resolution on the granting of share options was entered in the Trade Register on September 1, 2000. The share options have been distributed, in accordance with their terms and conditions, in their entirety. Because of an error that has been observed in the Trade Register entries for the Stockmann plc share options 2000, the Board of Directors proposes to the Annual General Meeting that the resolution of the Annual General Meeting made on April 11, 2000, concerning the granting of share options be reconfirmed for registration according to the previous terms and conditions.
Accordingly, the Board of Directors proposes to the Annual General Meeting that the meeting confirm the resolution passed on April 11, 2000, according to which key employees belonging to the senior and middle management of Stockmann or its subsidiaries be granted, without consideration, 2,500,000 share options entitling them to subscribe for 2,500,000 Stockmann plc Series B shares. Of the share options, 625,000 are to be marked with the letter A, 625,000 with the letter B and 1,250,000 with the letter C. Each share option entitles its holder to subscribe for one Stockmann plc Series B share with a par value of 2 euros. When subscribing for shares on the basis of the A share options, the subscription price is 20 euros per share; on the basis of B share options, 21 euros per share and on the basis of C share options, 22 euros. The subscription price of the share will be reduced by the per-share amount of the dividends paid out after April 11, 2000, and before the share subscription. The subscription period for the shares to be subscribed for on the basis of the share options commences with the A share option on April 1, 2003, with the B share option on April 1, 2004 and with the C share option on April 1, 2005 and ends, for all share options, on April 1, 2007. On the basis of subscriptions made through the exercise of option warrants, the share capital can be increased by a maximum of 5,000,000 euros.
Financial statement documents and proposals by the Board of Directors
The financial statement documents and the above-mentioned proposals by the Board of Directors are available for inspection by shareholders as from March 22, 2004, at the company's Head Office, Aleksanterinkatu 52 B, 8th floor, Helsinki (Christina Harjunpää). Copies of the documents will be sent to shareholders upon request.
Participation in the Annual General Meeting
Those shareholders are entitled to participate in the Annual General Meeting, who have been entered on Friday, March 19, 2004, as shareholders in the Shareholder Register kept by Finnish Central Securities Depository Ltd and who have registered for the meeting no later than on Thursday, March 25, 2004.
Also a shareholder whose shares have not been transferred to the book- entry system has the right to participate in the Annual General Meeting providing that the shareholder has been registered in the company's Share Register before September 28, 1994. In this case the shareholder must present, at the Annual General Meeting, his share(s) or other documentation indicating that title to the shares has not been transferred to the book-entry system.
Shareholders wishing to participate in the Annual General Meeting must notify the company of their intention to attend no later than on Thursday, March 25, 2004, by 4.00 p.m. by telephoning +358-9-121 4010 or by email on email@example.com. If a participant in the meeting represents a shareholder by proxy, we request that proxy forms for a designated person be delivered to the company no later than by March 25, 2004, at the address Stockmann plc, Petra Laakso, P.O. Box 220, 00101 Helsinki.
Payment of dividend
The Board of Directors is proposing to the Annual General Meeting that a dividend of EUR 0.90 per share be paid for the 2003 financial year as well as a bonus dividend of EUR 0.45 per share, or a total of EUR 1.35 per share. It is proposed that the dividend for the 2003 financial year be paid out on April 14, 2004, to shareholders who on the record date for dividend payments, April 2, 2004, have been entered as shareholders in the Shareholder Register kept by Finnish Central Securities Depository Ltd.
In respect of those shareholders who have not transferred their share certificates to the book-entry system by the record date, the dividend will be paid to them after they have transferred their shares to the book- entry system.
Composition of the Board of Directors
Of the present members of the Board of Directors, those due to retire are Erik Anderson, LL. M., and Kari Niemistö, managing director, Oy Selective Investor Ab. Erik Anderson has given notice that he will no longer stand for election to the Board of Directors. If the Annual General Meeting approves the amendment to the Articles of Association mentioned in Section 2, the company's Board of Directors will be elected in its entirety at the Annual General Meeting. The Board's Appointments and Compensation Committee is proposing to the Annual General Meeting that seven members be elected to seats on the Board and that of the Board's present members, Lasse Koivu, managing director, Föreningen Konstsamfundet r.f., Erkki Etola, managing director, Oy Etola Ab, Professor Eva Liljeblom, Kari Niemistö, managing director, Oy Selective Investor Ab, Christoffer Taxell, LL. M., and Henry Wiklund, managing director, Svenska litteratursällskapet i Finland r.f., having given their consent, be re-elected, to a period of office up to the end of the next Annual General Meeting. In addition, the Committee is proposing that Carola Teir-Lehtinen, Corporate Executive Vice President, Communications, Fortum Corporation, having given her consent, be elected as a new member to the same period of office.
Helsinki, February 12, 2004
Board of Directors
Hannu Penttilä CEO
DISTRIBUTION Helsinki Exchanges Principal media