Notice to Stockmann’s Annual General Meeting

STOCKMANN plc, Notice to general meeting 10 March 2021 at 20:00 EET

Notice is given to the shareholders of Stockmann plc (the “Company”) to the Annual General Meeting to be held on Wednesday 7 April 2021 at 14:00 at the premises of Roschier, Attorneys Ltd. in Helsinki at the address Kasarmikatu 21 A. Shareholders and their proxy representatives may participate in the meeting and exercise their rights only by voting in advance and by making counterproposals and presenting questions in advance in accordance with this notice and other instructions by the Company. Participation at the meeting venue is not possible. Additional information and instructions for shareholders are presented in this notice under section C Instructions for the participants in the General Meeting and at www.stockmanngroup.com/en/annual-general-meeting-2021.

The Board of Directors of the Company has resolved on an exceptional meeting procedure based on the act concerning temporary deviations from the Finnish Companies Act (677/2020), which was passed to limit the spread of the Covid-19 pandemic. The Company has resolved on the measures permitted by the temporary act in order to hold the meeting in a predictable manner while ensuring the health and safety of the Company‘s shareholders, personnel and other stakeholders.

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1. Opening of the Meeting

2. Calling the Meeting to order
Seppo Kymäläinen, Attorney-at-law, will act as the Chair of the Annual General Meeting. If Seppo Kymäläinen is not able to act as Chair due to a weighty reason, the Board of Directors will nominate another person it deems most suitable to act as Chair.

3. Election of the person to confirm the minutes and to supervise the counting of votes
Jaakko Laitinen, LL.M, will act as the person to confirm the minutes and supervise the counting of votes. If Jaakko Laitinen is unable to act as the person to confirm the minutes and supervise the counting of the votes due to a weighty reason, the Board of Directors will nominate another person it deems most suitable to act in that role.

4. Recording the legality of the Meeting

5. Recording the attendance at the Meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and have the right to attend the Annual General Meeting under Chapter 5, Section 6 and Chapter 5, Section 6a of the Finnish Companies Act shall be deemed to be represented at the meeting. The list of votes will be adopted based on information provided by Euroclear Finland Oy.

6. Presentation of the Annual Accounts, the report of the Board of Directors and the Auditor’s report for the year 2020
As participation in the General Meeting is possible only in advance, the Company's Annual Accounts, the report of the Board of Directors and the Auditor's Report, which shall be published by the Company at the latest on 11 March 2021 will be deemed to have been presented to the Annual General Meeting. These documents will be available on the Company‘s website at www.stockmanngroup.com/en/annual-general-meeting-2021.

7. Adoption of the Annual Accounts
The Board of Directors proposes that the Annual General Meeting adopt the Annual Accounts.

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
According to the terms of the restructuring programme approved on 9 February 2021, which is available on the Company’s website at www.stockmanngroup.com/fi/yrityssaneerausmenettely (the “Restructuring Programme”), the Company is not allowed to distribute any dividends during the implementation of the repayment schedule under the Restructuring Programme.

The Board of Directors proposes that no dividend be paid on the basis of the Annual Accounts to be adopted for the year 2020.

9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO

10. Presentation and adoption of the Remuneration Report
As participation in the Annual General Meeting is possible only in advance, the Remuneration Report, which describes the implementation of the Company’s Remuneration Policy and provides information on the remuneration of the Company's governing bodies during the financial year 2020, which shall be published by the Company through a stock exchange release at the latest on 11 March 2021, is deemed to have been presented to the Annual General Meeting. The Remuneration Report will be available on the Company‘s website at www.stockmanngroup.com/en/annual-general-meeting-2021. The resolution by the Annual General Meeting on adoption of the Remuneration Report is advisory.

11. Resolution on the remuneration of the members of the Board of Directors
The shareholders' Nomination Board proposes that the Board remuneration will remain unchanged and that the Chair of the Board be compensated EUR 80,000, the Vice Chair EUR 50,000, and other members 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 2021, or as soon as it is possible in accordance with applicable legislation. The shares acquired for the Board members in 2021 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.

The Nomination Board proposes also that the Board meeting remuneration will remain unchanged, and the Chair of the Board be paid EUR 1,100 and each Board member to be paid EUR 600 as a meeting remuneration for each meeting of the Board of Directors. The Chair of the Audit Committee is proposed to be paid EUR 1,100 and each member is proposed to be paid EUR 800 as a meeting remuneration for each meeting of the Audit Committee. The Chair of the Compensation Committee and each member is proposed to be paid EUR 600 as a meeting remuneration for each meeting of the Compensation Committee.

12. 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 will be seven (7). 

13. Election of members of the Board of Directors
The shareholders’ Nomination Board proposes that the present members of the Board of Directors Stefan Björkman, Esa Lager, Leena Niemistö and Tracy Stone, 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 Anne Kuittinen, Roland Neuwald and Harriet Williams all having given their consents, be elected as new members of the Board of Directors for the term of office continuing until the end of the next Annual General Meeting.

Board members Lauri Ratia and Dag Wallgren have informed that they will no longer be available as members of the Company's Board of Directors.

The proposed Board members have informed the Company that, if elected, they will elect Roland Neuwald as Chair of the Board and Leena Niemistö as Vice Chair 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.

14. Resolution on the remuneration of the auditor
The Board of Directors proposes, on the recommendation of the Audit Committee, that the auditor to be elected be reimbursed based on an invoice approved by the Board of Directors.

15. Election of auditor
The Board of Directors proposes, on the recommendation of the Audit Committee, that audit firm Ernst & Young Oy be elected as the auditor. Ernst & Young Oy has notified the Company that in the event it will be elected as auditor, Terhi Mäkinen, APA, will act as the responsible auditor.

The Audit Committee has prepared its recommendation in accordance with the EU Audit Regulation (537/2014) and arranged a selection procedure. The management of the Company has comprehensively assessed the received offers against predefined selection criteria and prepared a report for the validation of the Committee. In addition to pricing and experience relevant for the auditing of a group active in the department store and retail business similar to the Company, the Committee has considered the quality of the services and qualifications of the audit team as well as risks related to the change of auditor. In its recommendation to the Board of Directors, the Audit Committee placed audit firm Ernst & Young Oy in the first place and audit firm PricewaterhouseCoopers Oy in the second place.

The Audit Committee confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the choice by the Annual General Meeting as regards the appointment of the auditor, has been imposed upon it.

16. Resolution on combining the A and B share classes, a directed share issue without payment to holders of A shares and the amendment of the Articles of Association
On 14 December 2020, the Company published a proposal for a restructuring programme through a stock exchange release, and the Helsinki District Court approved the Restructuring Programme with its decision issued on 9 February 2021. The Restructuring Programme is available on the Company’s website at www.stockmanngroup.com/fi/yrityssaneerausmenettely. The Restructuring Programme has the support of the Company’s largest shareholders (representing 45.3% of shares and 62.6% of votes).

According to Article 3 of the Articles of Association, the Company's shares are divided into A shares and B shares. According to the terms of the Restructuring Programme, the Company’s A and B shares shall be combined in the General Meeting held after the Restructuring Programme has been approved so that each A share will entitle its holder to receive 1.1 B shares.

Both the Company’s current class B shares and the Company’s only class of shares after the combination of the share classes are hereafter referred to as “B shares” in this notice.

In accordance with the Restructuring Programme, the Board of Directors proposes to the Annual General Meeting that the A and B share classes shall be combined so that following the combination, the Company will have only a single class of shares, which shall be subject to public trading and which shall carry one (1) vote per share and have equal rights also in all other respects.

The combination of the share classes is connected to amendments to the Articles of Association as well as a directed share issue without payment to the holders of A shares. The combination shall be executed by converting each A share into one (1) B share, in addition to which a directed share issue without payment shall be made to each holder of A shares, so that 0.1 new B shares shall be issued for each A share held in the same book-entry account.

The detailed proposals of the Board of Directors specified below in this agenda item 16 form an entirety that requires the adoption of all its parts by a single decision, as presented below.

Combining the share classes

The Board of Directors proposes to the Annual General Meeting that the Company’s share classes shall be combined without increasing the share capital by amending the Articles of Association in the manner described below. After the combination of the share classes the Company will have only a single class of shares, all shares of which shall carry one (1) vote each and have equal rights also in all other respects. The combination of the share classes, the amendment of the Articles of Association described below and the directed share issue without payment shall be registered in the Finnish Trade Register on or about 9 April 2021. The combination of the share classes will not require any actions from the shareholders.

Amending the Articles of Association

The Board of Directors proposes that the Annual General meeting would decide to remove the provisions concerning the maximum and minimum amount of share capital, the par value of the shares as well as the different share classes, their associated voting rights and conversion procedures in Article 3 of the Articles of Association, so that after the amendments Article 3 of the Articles of Association would in its entirety read as follows:

“The Company has a single class of shares. Each share shall carry one (1) vote at a general meeting of shareholders. The Company’s shares belong to the book-entry system.”

Directed share issue without payment

The Board of Directors proposes in connection with the combination of the share classes described above, that a directed share issue without increasing the share capital shall be made to holders of A shares so that, in deviation from the shareholders’ pre-emptive subscription rights, 0.1 new B shares shall be issued without payment for each A share held in the same book entry account.

All shareholders who hold A shares on the record date of the share issue on 9 April 2021 in the book-entry system have the right to receive new B shares. The new shares shall be issued to holders of A shares in proportion to their shareholding, and shall be registered directly on the respective shareholder’s book-entry account on the basis of book-entry account registrations on the record date in accordance with the regulations and procedures of the book-entry system. The book-entry account registrations concerning the combination of the share classes and the issue of new shares shall be registered on or about 12 April 2021 and trading in the Company's only share class and the new shares shall commence on or about 12 April 2021.

The maximum amount of shares to be issued in the share issue without payment (0.1 new B shares for each A share held in the same book entry account) is 3,053,087 new B shares. If the total amount of shares to be issued in the share issue without payment is a fractional number, the total amount of shares issued shall be rounded down to the nearest whole share.

If the amount of B shares received by a holder of A shares (per each book-entry account) is a fractional number, the fractions shall be rounded down to the nearest whole share. Fractional entitlements to new B shares of the Company shall be aggregated and sold in public trading on the stock exchange maintained by Nasdaq Helsinki Ltd. (“Nasdaq Helsinki”) on behalf of such shareholders. The proceeds of sale shall be paid to the shareholders into their bank account attached to the book-entry account in proportion to the fractional entitlements to shares sold on behalf of each shareholder.

The Board of Directors is entitled to decide on other terms and practical arrangements concerning the directed share issue without payment.

The directed share issue without payment will not require any actions by the shareholders. The Company shall notify the directed share issue for registration to the Finnish Trade Register simultaneously with the amendment to the Articles of Association, or as soon as possible thereafter. The new shares shall carry shareholder rights as of the moment of registration.

The Board of Directors has obtained a fairness opinion from Aventum Partners Ltd. According to the opinion, the proposed combination of the share classes at an exchange ratio whereby each A share will entitle to 1.1 B shares is fair, from a financial point of view, to the holders of A shares and holders of B shares in the Company.

The combination of the share classes will improve the liquidity of the Company’s share and the Company’s ability to secure financing from the market, and the Board of Directors considers the combination of the share classes and the directed share issue without payment to be fair to all shareholders.

In addition, the terms of the Restructuring Programme require that the share classes shall be combined. The objective of the Restructuring Programme is to rejuvenate the Company’s business operations, maintain its competitiveness in the relevant industry, enable the Company to be refinanced at a later date and reorganize the Company’s debts only to an extent that is absolutely necessary in order to achieve the goal of rehabilitating the Company. The Restructuring Programme will also enable the Company to make the investments planned for 2021–2028, which are necessary for the development of the Company.

If the Annual General Meeting does not make the decisions required by the Restructuring Programme, the Restructuring Programme may be ordered to lapse by an order of the court overseeing the restructuring proceedings. In the event that the Restructuring Programme is ordered to lapse, it will no longer be in force and the creditors will have the same right to a payment of the restructuring debt that they would have if the Restructuring Programme had never been certified.

Therefore, considering both the interests of the Company and all of its shareholders, there is an especially weighty financial reason for the directed share issue without payment.

17. Authorizing the Board of Directors to decide on a directed share issue to unsecured creditors and hybrid bond creditors to implement the Restructuring Programme
According to the Restructuring Programme, the Company is required to decide on a share issue to unsecured creditors and hybrid bond creditors to convert debts specified in the Restructuring Programme partially into shares.

The Company has an estimated amount of approximately EUR 121.6 million in such unsecured restructuring debt referred to above, and approximately EUR 108.1 million in restructuring debt based on the hybrid bond. The amount of the unsecured restructuring debt may change, if the final amount of the conditional and disputed debts or debts determined later during the Restructuring Programme would be confirmed to some extent before the execution of the share issue referred to in this section 17.

According to the Restructuring Programme, 20 % of unsecured restructuring debts will be cut, subject to reserving the creditors an opportunity to convert this 20 % share of the restructuring debt into the Company’s B shares before any cuts are made. A repayment schedule has been confirmed for the remaining 80 %, as described in the Restructuring Programme.

In addition, 50 % of the hybrid bond debts will be cut and the remaining 50 % converted into the Company’s B shares in connection with the same share issue where the conversion of unsecured debts will take place. If a creditor does not wish to have the uncut 50 % of its receivable converted, this part will also be cut.

In order to implement the Restructuring Programme, the Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to decide on a directed share issue of at most 100,000,000 new B shares of the Company to:

(a) unsecured creditors so that the subscription right is conditional on the creditor’s receivable (20 % share of the receivable) being set off against the subscription price of the shares; and

(b) hybrid bond creditors so that the subscription right is conditional on the creditor’s receivable (50 % share of the receivable) being set off against the subscription price of the shares.

The subscription price (conversion ratio) that applies to both issues detailed above in (a) and (b) in accordance with the Restructuring Programme is the volume weighted average price of the Company’s B Share between 8 April and 27 November 2020, i.e. EUR 0.9106.

The authorization is conditional upon the Annual General Meeting deciding to amend the Articles of Association in accordance with the proposal described above under Section 16. After the combination of the share classes described above under Section 16, the authorization shall apply to the Company's single class of shares. The Board of Directors shall decide on a share issue in accordance with the authorization as soon as practicably possible after the Annual General Meeting.

The Board of Directors is authorized to decide on other terms and practical arrangements concerning the directed share issue.

The authorization will remain in force until the end of the next Annual General Meeting, however, no longer than until 30 June 2022.

The purpose of the authorization is to fulfil the terms of the Restructuring Programme. The objective of the Restructuring Programme is to rejuvenate the Company’s business operations, maintain its competitiveness in the relevant industry, enable the Company to be refinanced at a later date and reorganize the Company’s debts only to an extent that is absolutely necessary in order to achieve the goal of rehabilitating the Company. The Restructuring Programme will also enable the Company to make the investments planned for 2021–2028, which are necessary for the development of the Company.

If the Annual General Meeting does not make the decisions required by the Restructuring Programme, the Restructuring Programme may be ordered to lapse by an order of the court overseeing the restructuring proceedings. In the event that the Restructuring Programme is ordered to lapse, it will no longer be in force and the creditors will have the same right to a payment of the restructuring debt that they would have if the Restructuring Programme had never been certified.

Based on the grounds presented above, the Board of Directors considers that there is a weighty financial reason from the Company’s point of view for the directed share issue.

18. Authorizing the Board of Directors to decide on carrying out a directed share issue to creditors of conditional or disputed debts
In addition to the debts referred to in agenda item 17 above, the Company has certain unsecured restructuring debts referred to in the Restructuring Programme, which are conditional, maximum amount, undetermined or disputed. The provisions concerning the opportunity for share conversion set forth in the Restructuring Programme also apply to 20 % of such unsecured restructuring debt.

In order to enable the Company to fulfil the terms of the Restructuring Programme also for such debts, the Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors, in addition to the authorization proposed above under section 17, to decide on a share issue as follows.

Pursuant to the authorization, the Board of Directors can issue at most 30,000,000 new B shares of the Company. The share issue may be carried out in deviation from the shareholders’ pre-emptive subscription rights (directed share issue) for the creditors of conditional and disputed debts as well as the creditors of restructuring debt that will be determined later during the Restructuring Programme.

The subscription right granted in such share issue is conditional on the 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 share issue in accordance with the Restructuring Programme is the volume weighted average price of the Company’s B Share between 8 April and 27 November 2020, i.e. EUR 0.9106.

The authorization is conditional upon the Annual General Meeting deciding to amend the Articles of Association in accordance with the proposal presented above under section 16. After the combination of the share classes described above under Section 16, the authorization shall apply to the Company's single class of shares.

The Board of Directors decides on all other terms and conditions that apply to the share issue.

The authorization will remain in force until 31 January 2026. This authorization does not revoke the authorization proposed above under section 17, and shall be in force in addition to it.

The purpose of the authorization to decide on the share issue is to fulfil the terms of the Restructuring Programme. The objective of the Restructuring Programme is to rejuvenate the Company’s business operations, maintain its competitiveness in the relevant industry, enable the Company to be refinanced at a later date and reorganize the Company’s debts only to an extent that is absolutely necessary in order to achieve the goal of rehabilitating the Company. The Restructuring Programme will also enable the Company to make the investments planned for 2021–2028, which are necessary for the development of the Company.

However, no payments will be made or shares issued towards the disputed or unrealized part of the conditional or maximum amount restructuring debts before a reliable account of the final amount of each such debt has been received. The share conversion can be implemented for the part of the 20 % share of each restructuring debt once the administrator or the supervisor who supervises the implementation of the Company's restructuring programme on behalf of the creditors has determined and approved the undisputed part of such conditional or unclear restructuring debt.

If the Annual General Meeting does not make the decisions required by the Restructuring Programme, the Restructuring Programme may be ordered to lapse by an order of the court overseeing the restructuring proceedings. In the event that the Restructuring Programme is ordered to lapse, it will no longer be in force and the creditors will have the same right to a payment of the restructuring debt that they would have if the Restructuring Programme had never been certified.

Based on the grounds presented above, the Board of Directors considers that there is a weighty financial reason from the Company’s point of view for the directed share issue.

19. Resolution on reduction of the share capital, unrestricted equity funds and the share premium fund to cover losses and on reduction of the share capital to transfer funds into invested unrestricted equity fund
According to the Company’s Annual Accounts, the loss for the financial year amounted to EUR 322,570,970.63 and retained losses for previous financial years amounted to EUR 229,781,013.28. The Company’s invested unrestricted equity fund amounted to EUR 255,735,789.28, other funds consisting of unrestricted equity amounted to EUR 43,728,921.17, the share premium fund amounted to EUR 186,346,445.72 and the share capital amounted to EUR 144,097,366.00.

According to the Finnish Companies Act, the General Meeting of shareholders may make a decision on the use of the share capital to directly cover such losses that cannot be covered from unrestricted equity. According to the Act on the Entry Into Force of the Finnish Companies Act (625/2006, as amended) the share premium fund may be reduced by following the procedures for the reduction of the share capital.

To cover losses accumulated for the Company’s financial year ended 31 December 2020 and previously concluded financial years, the Board of Directors proposes to the Annual General Meeting that the Annual General Meeting would decide to use the invested unrestricted equity fund, the other funds consisting of unrestricted equity on the Company's balance sheet, and the share premium fund in their entirety to cover losses, as well as to reduce the Company’s share capital by EUR 66,540,827.74 to cover losses.

After covering the losses, the Company's remaining share capital would be additionally reduced by EUR 67,556,538.26 by transferring these funds to the invested unrestricted equity fund.

After the measures proposed above, the Company’s invested unrestricted equity fund would amount to EUR 67,556,538.26, other funds recorded on the balance sheet as unrestricted equity would amount to EUR 0, the share premium fund would amount to EUR 0 and the share capital would amount to EUR 10,000,000.00.

Covering the losses and transferring funds to the invested unrestricted equity fund as proposed by the Board of Directors would clarify the parent company’s balance sheet structure and improve the ratio between the Company’s overall equity and share capital.

The resolution is conditional upon the Annual General Meeting deciding to amend the Articles of Association in Accordance with the proposal described above under section 16. To the extent that the share capital is transferred to the invested unrestricted equity fund, the creditor protection procedure provided for in Chapter 14, Sections 2-5 of the Finnish Companies Act shall be followed. To the extent that the share capital and the share premium fund are used to cover losses, the arrangement does not require a creditor protection procedure and it will be notified for registration either in connection with the amendment to the Articles of Association referred to in section 16 above, or as soon as possible thereafter.

According to the Finnish Companies Act, distributions to shareholders during the three years following the registration of the reduction of share capital can only be made by following the creditor protection procedure. According to the Restructuring Programme, the Company may not distribute the Company’s assets to shareholders during the implementation of the repayment schedule under the Restructuring Programme either.

20. Closing of the Meeting

B. Documents of the General Meeting

The proposals for the decisions on the matters on the agenda of the Annual General Meeting, this notice, the Company’s Remuneration Report as well as the Annual Accounts 2020, the report of the Board of Directors and the Auditor’s report of Stockmann plc and the Restructuring Programme are available on Stockmann plc's website www.stockmanngroup.com at the latest by 11 March 2021. Copies of these documents will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website www.stockmanngroup.com/en/annual-general-meeting-2021 as from 21 April 2021 at the latest.

C. Instructions for the participants in the Annual General Meeting

In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be arranged so that a shareholder or his/her proxy representative may not be present at the venue of the meeting. It is also not possible for a shareholder or his/her proxy representative to participate in the Annual General Meeting by means of real-time telecommunications. Shareholders and their proxy representatives may participate in the Annual General Meeting and exercise their rights at the Annual General Meeting only by voting in advance as well as by making counterproposals and presenting questions in advance in accordance with the instructions presented below and on the Company's website.

1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on the record date of the Annual General Meeting, 24 March 2021, in the shareholders’ register of the Company kept by Euroclear Finland Ltd is entitled to participate in the Annual 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 may not participate in the Annual General Meeting in any other manner than by voting in advance in the manner described below as well as by making counterproposals and presenting questions in advance. If you do not have a Finnish book-entry account, please see section 4. Holders of nominee-registered shares.

2. Notice of participation and voting in advance
The registration period and advance voting period commence on 17 March 2021 at 10:00, when the deadline for delivering counterproposals to be put to a vote has expired. A shareholder, who is registered in the Company’s shareholders’ register and who wishes to participate in the Annual General Meeting by voting in advance, must register for the Annual General Meeting by giving a prior notice of participation and by delivering his/her votes in advance. Both the notice of participation and votes have to be received by no later than on 30 March 2021 at 14:00.

When registering, requested information such as the name, personal identification number, address and telephone number of the shareholder as well as requested information on a possible proxy representative such as the name and personal identification number of the proxy representative must be notified. The personal data given by the shareholder will be used only in connection with the Annual General Meeting and with the processing of related registrations.

Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the period 17 March 2021 at 10:00 – 30 March 2021 at 14:00 in the following manners:

a) on Stockmann plc's website: www.stockmanngroup.com;

For natural persons, the electronic voting in advance requires secured strong electronic authentication and the shareholder may register and vote by logging in with his/her Finnish online banking codes or a mobile certificate.

For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information.

The terms and other instructions concerning electronic voting are available on the Company’s website at www.stockmanngroup.com/en/annual-general-meeting-2021.

b) by regular mail or e-mail

A shareholder may deliver an advance voting form available on the Company’s website at www.stockmanngroup.com/en/annual-general-meeting-2021 to Euroclear Finland Oy by regular mail to Euroclear Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu. The advance voting form will be available on the Company’s website no later than on 17 March 2021 2021 at 10:00.

A representative of a shareholder must in connection with delivering the voting form produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting.

If a shareholder participates in the Annual General Meeting by delivering votes in advance to Euroclear Finland Oy, the delivery of the votes shall constitute due registration for the Annual General Meeting.

The terms and other instructions concerning the voting by regular mail or e-mail are available on the Company’s website at www.stockmanngroup.com/en/annual-general-meeting-2021.

3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting through a proxy representative. A proxy representative of a shareholder must also vote in advance in the manner described in this notice. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the Annual 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 Annual General Meeting.

Possible proxy documents should be delivered by regular mail to Euroclear Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu. before the end of the registration period, by which time the documents must be received by Euroclear Finland Oy.

Delivery of a proxy document and votes in advance to Euroclear Finland Oy before the expiration of the period for the notice of participation constitutes due registration for the Annual General Meeting if the information required for registering for the meeting set out in C.2. above is included in the documents.

4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she, on the record date of the Annual General Meeting, i.e. on 24 March 2021, would be entitled to be registered in the shareholders’ register of the Company kept by Euroclear Finland Ltd. The right to participate in the Annual 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 31 March at 10:00. As regards nominee registered shares this constitutes due registration for the Annual 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 Annual 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 Annual General Meeting, in the temporary shareholders’ register of the Company at the latest by the time stated above. In addition, the account management organisation of the custodian bank must arrange voting in advance on behalf of a nominee-registered shareholder within the registration period applicable to nominee-registered shares.

Further information on these matters can also be found on the Company’s website www.stockmanngroup.com/en/annual-general-meeting-2021.

5. Other instructions and information
Shareholders holding at least one hundredth of all shares in the Company have the right to make a counterproposal to the proposals for resolutions on the agenda of the Annual General Meeting, which will be put to a vote. Such counterproposals must be delivered to the Company by e-mail to jukka.naulapaa@stockmann.com by no later than 16 March 2021 at 12:00. Shareholders making a counterproposal must in connection with delivering the counterproposal present evidence of their shareholdings. The counterproposal will be considered at the Annual General Meeting, provided that the shareholders having made the proposal have the right to participate in the Annual General Meeting and that such shareholders hold shares corresponding to at least one hundredth of all shares in the Company on the record date of the Annual General Meeting. If the counterproposal will not be taken up for consideration at the Annual General Meeting, the votes given in favour of the counterproposal will not be taken into account. The Company will publish possible counterproposals to be put to a vote on the Company‘s website www.stockmanngroup.com/en/annual-general-meeting-2021 by no later than 17 March 2021 at 10:00.

A shareholder may present questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act until 22 March 2021 by e-mail to jukka.naulapaa@stockmann.com. Such questions by shareholders, responses to such questions by the Company‘s management as well as other counterproposals than those put up to a vote on are available on the on the Company’s website www.stockmanngroup.com/en/annual-general-meeting-2021 by no later than 25 March 2021. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the Company of his/her shareholding.

The information concerning the Annual General Meeting required under the Finnish Companies Act and the Finnish Securities Market Act is available on the Company's website www.stockmanngroup.com/en/annual-general-meeting-2021.

On the date of this notice to the Annual General Meeting, 10 March 2021, Stockmann plc has a total of 30,530,868 class A shares and 41,517,815 class B shares representing 305,308,680 votes attached to class A shares and 41,517,815 votes attached to class B shares.

Changes in shareholding after the record date of the Annual General Meeting 24 March 2021 do not affect the right to participate in the Annual General Meeting or the number of voting rights held by a shareholder in the Annual General Meeting.

Additional information on the arrangements concerning the Annual General Meeting is available at www.stockmanngroup.com/en/annual-general-meeting-2021.

Helsinki, 10 March 2021

STOCKMANN plc
The Board of Directors

Further information:
Jukka Naulapää, Chief Legal Officer, tel. +358 9 121 3850

www.stockmanngroup.com

STOCKMANN plc

Jari Latvanen
CEO

Distribution:
Nasdaq Helsinki
Principal media





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