Notice to Stockmann’s Annual General Meeting
STOCKMANN plc, Stock Exchange Release 14.2.2019 at 8:00 EET
Notice is given to the shareholders of Stockmann plc to the Annual General Meeting to be held on Thursday 21 March 2019 at 14:00 at Finlandia Hall in Helsinki (address: Mannerheimintie 13). The reception of participants who have registered for the meeting and the distribution of voting tickets will commence at 12:30.
A. At the General Meeting, the following matters will be considered:
1. Opening of the Meeting
2. Calling the Meeting to order
3. Election of persons to confirm the minutes and to supervise the counting of votes
4. Recording the legality of the Meeting
5. Recording the attendance at the Meeting and adoption of the list of votes
6. Presentation of the Annual Accounts, the report by the Board of Directors and the Auditor’s report for the year 2018
7. Adoption of the Annual Accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that no dividend be paid for the financial year 2018.
9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO
10. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes that the Board remunerations will remain unchanged and that the Chairman of the Board be compensated EUR 80 000, the Vice Chairman of the Board EUR 50 000, and other members of the Board EUR 40 000 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 2019. The shares acquired for the Board Members in 2019 cannot be disposed of 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. Additionally, it is proposed that the remuneration for the meetings remain unchanged and the Chairman of the Board be paid EUR 1 100 and each Board member be paid EUR 600 as a meeting remuneration for each meeting of the Board of Directors. The Chairman of the Audit Committee is proposed to be paid EUR 1 100 and each member to be paid EUR 800 as a meeting remuneration for each meeting of the Audit Committee, and for each meeting of the Compensation Committee, the Chairman of the Compensation Committee and each member is proposed to be paid EUR 600 as a meeting remuneration.
11. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes that the number of members of the Board of Directors remain eight (8).
12. Election of members of the Board of Directors
The Shareholders’ Nomination Board of Stockmann proposes that the present members of the Board of Directors, Eva Hamilton, Esa Lager, Leena Niemistö, Tracy Stone and Dag Wallgren, all having given their consents, be re-elected for the term of office continuing until the end of the next Annual General Meeting.
The Board members Kaj-Gustaf Bergh, Jukka Hienonen and Michael Rosenlew have informed that they will no longer be available as members of the company's Board of Directors. The Shareholders’ Nomination Board proposes that Stefan Björkman, Lauri Ratia and Peter Therman with their consent, be elected new Board members for the term of office stated above.
M.Sc. (Tech.) Stefan Björkman (b. 1963, Finnish citizen) is Managing Director for Föreningen Konstsamfundet. M.Sc. (Eng.), Industrial Counsellor Lauri Ratia (b. 1946, Finnish citizen) is, among other positions, Chairman of Terrafame’s Board of Directors. M.Sc. (Econ.) Peter Therman (b. 1968, Finnish citizen) is Senior Advisor for MPS Executive & Board and is, among other positions, Vice Chairman of Hartwall Capital’s Board of Directors.
The proposed Board members have informed the company that, if elected, they will elect Lauri Ratia as Chairman of the Board and Leena Niemistö as Vice Chairman of the Board.
Biographical details of the members of the Board, as well as an evaluation regarding their independence, are available on the company’s website www.stockmanngoup.com.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes, on the recommendation of the Audit Committee, that the auditors to be elected be reimbursed as per invoice approved by the Board of Directors.
14. Election of auditor
The Board of Directors proposes, on the recommendation of the Audit Committee, that Henrik Holmbom, Authorized Public Accountant and Marcus Tötterman, Authorized Public Accountant, be elected as auditors, both having given their consents. It is proposed that the audit firm KPMG Oy Ab be elected as deputy auditor.
15. Closing of the Meeting
B. Documents of the General Meeting
The proposals for the decisions on the matters on the agenda of the General Meeting as well as this notice are available on Stockmann plc’s website at www.stockmanngroup.com. The Annual Report, the report of the Board of Directors and the Auditor’s report of Stockmann plc, will be available on the above-mentioned website no later than 28 February 2019. The proposals for decisions and other documents mentioned above will also be available at the Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Meeting will be available on the above-mentioned website as from 4 April 2019.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on 11 March 2019 in the shareholders’ register of the company kept by Euroclear Finland Ltd is entitled to participate in the General Meeting. A shareholder whose shares are registered in his/her personal Finnish book-entry account is registered in the shareholders’ register of the company.
A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the General Meeting, shall register for the Meeting no later than 15 March 2019 at 16:00 by giving a prior notice of participation to be received by the company no later than on the above-mentioned date. Such notice can be given:
a) on the company’s website www.stockmanngroup.com;
b) by telephone + 358 20 770 6891 (Euroclear Finland Ltd); or
c) by regular mail to the following address: Stockmann plc, Annual General Meeting, P.O. Box 220, 00101 Helsinki, Finland.
In connection with the registration, a shareholder shall state his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data provided to Stockmann plc is used only in connection with the General Meeting and the processing of related registrations.
The shareholder, his/her authorized representative or proxy shall, where necessary, be able to prove his/her identity and/ or right of representation at the meeting place.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she, on the record date of the General Meeting, i.e. on 11 March 2019, would be entitled to be registered in the shareholders’ register of the company kept by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered in the temporary shareholders’ register kept by Euroclear Finland Ltd no later than on 18 March 2019 at 10:00 am. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request, without delay, necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the General Meeting, in the temporary shareholders’ register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the Meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to Stockmann plc, Annual General Meeting, P.O. Box 220, 00101 Helsinki, Finland before the last date of registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the Meeting.
On the date of this notice to the General Meeting, 14 February 2019, Stockmann plc has a total of 30 530 868 Series A shares and 41 517 815 Series B shares representing 305 308 680 votes attached to Series A shares and 41 517 815 votes attached to Series B shares.
Free parking is available in Q-Park Finlandia for participants in the Annual General Meeting.
The venue’s doors will open at 12:30.
Helsinki, 14 February 2019
The Board of Directors
Jukka Naulapää, Director, Legal Affairs, tel. +358 9 121 3850