STOCKMANN’S ANNUAL GENERAL MEETING OF 17 MARCH 2009
17.3.2009 at 19.30
STOCKMANN’S ANNUAL GENERAL MEETING OF 17 MARCH 2009
STOCKMANN AIMS TO MAINTAIN A GOOD LEVEL OF PROFITABILITY
The Annual General Meeting of Stockmann plc, held in Helsinki on 17 March
2009, adopted the financial statements for the financial year 1 January –
31 December 2008, granted release from liability to the responsible
officers and resolved to pay a dividend of EUR 0.62 per share for 2008.
The Board was also authorised to decide at its discretion by 31 December
2009 on the payment of a dividend of no more than EUR 0.38 per share, the
company’s financial standing permitting, in excess of the above-mentioned
dividend decided by the Annual General Meeting. The Board of Directors’
proposals to the Annual General Meeting were approved without changes.
In his speech at Stockmann’s Annual General Meeting in Helsinki on 17
March 2009, Hannu Penttilä, CEO, said that the recent downturn was faster
than anything seen before. Consumers started to behave more cautiously
first on the Baltic market, then on the Nordic market, and finally, at
year-end, on the Russian market as well. Although this had a significant
impact on the profit for 2008, Penttilä described the attained profit as
reasonable in view of the difficult market conditions and especially the
elevated financing expenses.
He reported that the 36 per cent sales growth and expansion to new market
areas which resulted from the successful acquisition of Lindex were by far
the most positive points of the year. Lindex’s performance in 2008 was
excellent on the whole. It brought in the most operating profit in the
entire Group and would have celebrated its all-time highest profit if it
had continued to report its profit in Swedish krona. The integration of
Lindex into the Stockmann Group has gone very well.
As other positive points in 2008, Penttilä mentioned the favourable
development of the Group’s solvency and gearing due, among other things,
to the directed share issue executed in June, a substantial five
percentage point improvement in the Group’s gross margin to 48.3 per cent,
and the successful reduction in the amount of capital tied to reserves.
The financing situation was stabilised with a long-term loan arrangement
executed at the end of the year.
As a negative experience in 2008 – in addition to the deterioration of
market conditions and the consequences – Penttilä cited the realisation of
Russia’s business environment risk in May 2008, when the Stockmann
Smolenskaya department store in Moscow had to be closed due to illegal
action by the lessors. The steep decline of the Swedish, Norwegian and
Russian currencies in the second half-year had a detrimental effect on the
The radical change in market conditions and, above all, the speed of this
have made it much more difficult to predict the near future. As a result
of this, major changes have to be made to the timing of the implementation
of Stockmann’s growth strategy. Many investments will be either postponed
or cancelled. The expansion of the Helsinki department store and the
Nevsky Centre shopping centre and department store project currently under
construction in central St Petersburg are key projects and will be
completed according to plan. In other investments, only those that serve
the purposes of accumulating short-term cash flow will, at this stage, be
implemented. The aim is that gross investments should not exceed EUR 150
million in 2009. At the same time, more aggressive measures to free
capital will be commenced with the aim of achieving substantially lower
net investments. The aim is to attain positive cash flow from operating
activities after the net investments made in 2009. The cost structure must
also be adjusted to the weakened market environment. Regarding expenses,
the aim is to carry out a savings programme totalling EUR 28 million. One
of the key factors in generating profit is keeping the gross margin at a
good level, which is possible only by avoiding the formation of large
excess stocks, noted CEO Hannu Penttilä. Stockmann aims to maintain a good
level of profitability in 2009 as well.
Payment of dividends
The Annual General Meeting passed a resolution that a dividend of EUR 0.62
per share be paid for the 2008 financial year, i.e. 93 per cent of
earnings per share. The dividend will be paid on 2 April 2009, to those
shareholders who on the record date for the dividend payout, 20 March
2009, are entered in the shareholder register kept by Euroclear Finland
Ltd (formerly the Finnish Central Securities Depository Ltd). The Annual
General Meeting also authorised the Board to decide at its discretion by
31 December 2009 on the payment of a dividend of no more than EUR 0.38 per
share, the company’s financial standing permitting, in excess of the above-
mentioned dividend decided by the Annual General Meeting.
Election of the members of the Board of Directors
The Annual General Meeting resolved, in accordance with the proposal of
the Board’s Appointments and Compensation Committee, that seven members be
elected to seats on the Board. In accordance with the Committee’s
proposal, the Meeting re-elected Christoffer Taxell LL.M., Managing
Director Erkki Etola, Managing Director Kaj-Gustaf Bergh, Professor Eva
Liljeblom, Managing Director Kari Niemistö, Director of Sustainable
Development Carola Teir-Lehtinen and Henry Wiklund M.Sc.(Econ.) for a term
of office continuing until the end of the next Annual General Meeting.
At its organisational meeting on 17 March 2009, the Board of Directors re-
elected Christoffer Taxell as its Chairman and Erkki Etola as its Vice
Chairman. The Board of Directors re-elected Christoffer Taxell Chairman of
the Appointments and Compensation Committee and re-elected as the other
members of the committee Erkki Etola, Eva Liljeblom and Henry Wiklund.
Jari Härmälä, Authorised Public Accountant, and Henrik Holmbom, Authorised
Public Accountant were re-elected as regular auditors. KPMG Oy Ab, a firm
of authorised public accountants, will continue as the deputy auditor.
Board of Directors’ proposals to the Annual General Meeting
The Annual General Meeting resolved in accordance with the Board’s
proposal that the voting restriction referred to in Article 3 of the
Articles of Association, whereby no-one at a General Meeting can cast more
than one fifth of the votes represented at the meeting, be removed. In
addition, the Annual General Meeting resolved in accordance with the
Board’s proposal that Article 5 of the Articles of Association be amended
in such a way as to remove the upper age limit of 65 years applying to
persons to be elected as members of the Board of Directors.
The Annual General Meeting also resolved in accordance with the Board’s
proposal that the terms applying to the 2008 Loyal Customer share options
be amended such that the subscription price for shares subscribed under
these options is the volume-weighted average price of the Series B share
on the Helsinki exchange during the period 1 February – 28 February 2009
or EUR 11.28. Under the Loyal Customer share option terms approved by the
General Meeting in 2008, the determination period for the subscription
price was 1 February – 29 February 2008. In other respects the terms
applying to the share option rights will remain unchanged.
Articles of Association of Stockmann plc
Terms of share options to the Loyal Customers of Stockmann
ARTICLES OF ASSOCIATION OF STOCKMANN PLC
Article 1 Business name and domicile
The Company’s business name is STOCKMANN Oyj Apb, in English STOCKMANN
plc, and it is domiciled in Helsinki.
Article 2 Line of business
The Company’s line of business is to engage in department store
operations, the motor trade, mail order sales and other retail trade as
well as in business operations and services connected with them. The
Company can engage in financing and investment operations and the
Article 3 Minimum and maximum share capital
The Company’s minimum share capital is seventy-five million (75,000,000)
euros and its maximum share capital is three hundred million (300,000,000)
euros, within which limits the share capital can be raised or lowered
without amending the Articles of Association.
Par value of shares
The par value of the share is two (2) euros.
The Shares are divided into Series A Shares and Series B Shares such that
the minimum number of Series A Shares is 18,000,000 and the maximum number
is 80,000,000 and the minimum number of Series B Shares is 18,000,000 and
the maximum number is 100,000,000.
Voting rights conferred by Shares
Each Series A Share confers ten (10) votes at a General Meeting and each
Series B Share one (1) vote.
Conversion of Shares
A Series A Share can be converted to a Series B Share upon the demand of a
shareholder provided that the conversion can take place within the limits
of the minimum and maximum amounts of the share series. A written demand
concerning conversion and addressed to the Company’s Board of Directors
must state how many Shares are to be converted and, insofar as the
conversion does not concern all of the party’s Shares, which of them are
to be converted and the book-entry account of the Shares to be converted
in which the book-entries corresponding to the Shares shall be entered.
The Company can request that an entry limiting a shareholder’s right of
transfer be made in his book-entry account for the period of the
Within three months of receipt of a demand, the Company’s Board of
Directors must deal with the conversion requests that have been brought
forward. A Series A Share will be converted to a Series B Share when the
entry has been duly made in the Trade Register. Implementation of the
conversion will be notified to the party who has presented the conversion
demand and to the book-entry registrar.
The shareholder will be charged a fee for carrying out the conversion as
decided by the Board of Directors.
The Board of Directors will, if necessary, issue more detailed
instructions on the carrying out of a conversion.
Belonging to the book-entry system
The Company’s Shares belong to the book-entry system.
Article 4 Record date
The right to receive funds distributed by the Company as well as a
subscription right in connection with an increase in the share capital
shall rest only with one
1) who on record date has been entered as a shareholder in the shareholder
2) whose right to receive a payment on the record date has been entered in
the book-entry account of a shareholder entered in the shareholder
register and this has been entered in the shareholder register; or
3) if the Share is nominee-registered, in whose book-entry account the
Share has been entered on the record date and whose custodian of the
Shares has been entered, on the record date, in the shareholder register
as the custodian of the Shares.
Article 5 Board of Directors
The Company’s Board of Directors shall have a minimum of five and a
maximum of nine members.
The term of office of a member of the Board of Directors shall commence
from the Annual General Meeting at which the director was elected and end
at the close of the next Annual General Meeting.
The Board of Directors shall elect from amongst its number a Chairman and
a Vice Chairman for one year at a time.
The Board of Directors shall have a quorum when more than half of its
members are in attendance. Decisions shall be made on the majority
principle. In the event of a tie, the Chairman shall have the casting
vote. However, if the voting results in a tie when electing the Chairman
of the Board of Directors, the election shall be decided by casting lots.
Article 6 Managing Director
The Company shall have a Managing Director appointed by the Board of
Directors, who shall be in charge of the Company’s running administration
in accordance with the instructions and regulations issued by the Board of
Article 7 Signing for the Company
The Company’s business name shall be signed by the Chairman of the Board
of Directors and the Managing Director, each separately, as well as by two
members of the Board of Directors together. The Board of Directors can
authorize specifically designated persons to sign for the Company such
that they sign the Company’s business name alone or two together, or each
separately together with a member of the Board of Directors.
The Board of Directors shall decide on the Company’s rights of
procuration. Procuration can be granted only in such a way that the
holders of the right of procuration sign the business name together with
another holder of procuration, with a member of the Board of Directors or
with a person to whom the Board of Directors has given the right to sign
the business name jointly with another person.
Article 8 Auditors
The Company shall have a minimum of one and a maximum of three auditors
and they shall have a minimum of one and a maximum of three deputies.
Insofar as a firm of auditors authorized by the Central Chamber of
Commerce is elected as the auditor, a deputy auditor need not be elected.
The term of office of the auditors shall begin from the General Meeting at
which they were elected and end at the close of the next Annual General
Article 9 Financial year
The Company’s financial year is the calendar year.
Article 10 Annual General Meeting
The Annual General Meeting shall be held each year before the end of June.
Article 11 Notice of a General Meeting
A notice of a General Meeting shall be published, in a newspaper which is
determined by the Board of Directors and comes out in the Helsinki area,
no earlier than two months and no later than seventeen (17) days before
the last day for notification. Alternatively, the notice can be sent out
within the above-mentioned fixed periods as an ordinary letter to
shareholders entered in the Company’s Shareholder Register.
Article 12 Right to vote and registration to attend a General Meeting
A shareholder shall exercise his right to vote at a General Meeting
personally or via a proxy.
In order to participate in a General Meeting, a shareholder who has been
entered in the Shareholder Register must notify the Company of his
intention to attend the meeting at the time and place mentioned in the
notice of meeting. The date of notification can be no earlier than ten
(10) days before the meeting.
Article 13 Passing of resolutions at a General Meeting
A General Meeting shall be opened by the Chairman or Vice Chairman of the
Board of Directors or, if they are unable to attend, by the Managing
Director. The chairman of a General Meeting shall be elected by the
General Meeting. Unless otherwise provided for in the Companies Act,
resolutions at a General Meeting shall be passed by a simple majority of
the votes. In elections, the person who has received the most votes is
deemed to have been elected. In the event of a tie, the Chairman shall
have the casting vote, except in elections, when lots will be cast.
The Chairman of the meeting shall determine the method of carrying out a
Article 14 Business of the Annual General Meeting
The business of the Annual General Meeting is
the presentation of
1 the financial statements, which comprise the Profit and Loss Account,
Balance Sheet and Report of the Board of Directors;
2 the Auditors’ Report;
3 adoption of the Profit and Loss Account and Balance Sheet;
4 any measures to be taken in regard of the profit or loss shown in the
adopted Balance Sheet;
5 granting of release from liability to the members of the Board of
Directors and the Managing Director;
6 the remuneration of the members of the Board of Directors;
7 the remuneration of the auditors;
8 the number of members of the Board of Directors;
9 the number of auditors and their deputies;
10 other matters mentioned in the notice of meeting;
11 the members of the Board of Directors;
12 the auditors and their deputies.
Article 15 Pre-emptive purchase obligation
A shareholder whose proportion of all the Company’s shares or the number
of votes conferred by the shares – either alone or together with other
shareholders as defined hereinafter – reaches or exceeds 33 1/3 per cent
of 50 per cent (the Obliged Shareholder – i.e. the shareholder obliged to
make a pre-emptive purchase), is liable, at the demand of the other
shareholders (the Entitled Shareholders – i.e. the shareholders entitled
to sell their shares by way of pre-emption) to purchase their shares and
the securities which according to the Companies Act give title to them, in
the manner specified in this article.
In calculating a shareholder’s proportion of the Company’s shares and the
votes they confer, also those shares shall be counted which belong
– to a corporate body which under the Companies Act belongs to the same
group as the shareholder,
– to a company which, in preparing consolidated financial statements
according to the Accounting Act, is counted as belonging to the same group
as the shareholder,
– to a pension foundation or pension fund of the corporate bodies or
companies as specified above,
– to a corporate body or company other than a Finnish one, which – if it
were Finnish – would under the Accounting Act belong to the same group as
the shareholder as defined above.
In so far as the purchase obligation arises on the basis of aggregate
ownership stakes or numbers of votes, the Obliged Shareholders shall be
liable jointly and severally to make a pre-emptive purchase in respect of
the Entitled Shareholders. In such a situation the pre-emptive purchase
demand is deemed to be directed, even without a separate demand, at all
the Obliged Shareholders.
In so far as two shareholders reach or exceed the ownership or voting
rights threshold entailing an obligation to make a pre-emptive purchase
such that both bear the purchase obligation simultaneously, an Entitled
Shareholder can demand a pre-emptive purchase from both separately.
The pre-emptive purchase obligation does not apply to shares or warrants
which a shareholder demanding a pre-emptive purchase has acquired after
the pre-emptive purchase obligation has arisen.
Pre-emptive purchase price
The price of a pre-emptive purchase of shares is the higher of the
a) the weighted average of the trading prices of the shares during the
last ten (10) trading days on Helsinki Exchanges before the day when the
Company received from the Obliged Shareholder notice of reaching or
exceeding the above-specified ownership or voting rights threshold or,
should said notice be lacking or fail to arrive by the deadline, the day
when the Company’ s Board of Directors otherwise received word of it;
b) the average price, weighted by the number of shares, which the Obliged
Shareholder has paid for the shares which he has purchased or otherwise
received during the last twelve (12) months preceding the date referred to
If an acquisition of title affecting the average price is denominated in
foreign currency, its countervalue will be calculated in euros according
to the exchange rate confirmed for said currency by the European Central
Bank seven (7) days before the day on which the Board of Directors
notifies the shareholders of the possibility of a pre-emptive purchase of
The above provisions concerning the determination of the pre-emptive
purchase price for shares shall also be applied to other securities
subject to a pre-emptive purchase.
Pre-emptive purchase procedure
Within seven (7) days of the date when the obligation to exercise a pre-
emptive purchase has arisen, the Obliged Shareholder shall notify the
Company’s Board of Directors thereof in writing at the Company’s address.
The notification shall contain particulars of the number of shares held by
the Obliged Shareholder, specified by share series, as well as the numbers
and prices of the shares, by share series, which the Obliged Shareholder
has purchased or otherwise received during the past twelve (12) months.
The notification shall state the address at which the Obliged Shareholder
can be reached.
The Board of Directors shall inform shareholders that a pre-emptive
purchase obligation has arisen within 45 days of the date when it has
received notification as stated above or, in the absence of said
notification or if it fails to arrive by the deadline, when the Board has
otherwise received word that a pre-emptive purchase obligation has arisen.
The notification shall contain particulars of the date when the purchase
obligation arose and the grounds for determining the pre-emptive purchase
price to the extent that the Board has knowledge of them as well as the
final date when a demand to exercise pre-emption must be made.
Notification to shareholders shall be made in accordance with the
provisions of Article 11 of the Articles of Association concerning the
delivery of a notice of meeting.
An Entitled Shareholder shall demand the exercise of pre-emption in
writing within 30 days of announcement of the Board’s notice concerning
the obligation to make a pre-emptive purchase. The pre-emptive purchase
demand which is delivered to the Company must set forth the number of
those shares and other securities which the demand concerns. The
shareholder demanding a pre-emptive purchase shall at the same time
deliver to the Company any share certificates or other documents entitling
him to receive shares so that these can be handed over to the Obliged
Shareholder against the pre-emptive purchase price.
In so far as a demand has not been presented by the deadline in the manner
specified above, a shareholder’s right to demand a pre-emptive purchase
shall lapse in respect of said pre-emption situation. An Entitled
Shareholder shall have the right to cancel his demand as long as the pre-
emptive purchase has not taken place.
Upon expiry of the fixed period reserved for Entitled Shareholders, the
Board of Directors shall inform the Obliged Shareholder of the pre-emptive
purchase demands that have been presented. The Obliged Shareholder shall,
within 14 days of having received notification of pre-emptive purchase
demands, remit the pre-emptive purchase price in the manner specified by
the Board of Directors against transfer of the shares and their warrants
or, in so far as the shares to be purchased through pre-emption are
registered in book-entry accounts of the respective shareholders, against
a receipt issued by the Company. In this case the Company must see to it
that the pre-emptive purchaser is registered immediately in the relevant
book-entry account as the owner of the shares purchased through pre-
A pre-emptive purchase price which has not been remitted by the deadline
will be subject to penalty interest of 16 per cent per annum counting from
the day when the pre-emptive purchase should have been carried out at the
latest. Should an Obliged Shareholder furthermore fail to observe the
above provisions concerning the duty to inform, the penalty interest will
be counted from the day when the duty to inform should have been complied
with at the latest.
Should the Obliged Shareholder neglect to comply with the provisions of
this article, the shares owned by the Obliged Shareholder and the shares
which are taken into account in calculating the proportion based on the
pre-emptive purchase obligation in the manner described above in this
article shall confer the right to vote at general meetings of the
Company’s shareholders, unless otherwise provided for in mandatory
legislation, only to the extent that the number of votes conferred by the
shares is less than one third (1/3) or, correspondingly, less than 50 per
cent of the aggregate number of votes conferred by all the Company’s
The obligation to make pre-emptive purchase pursuant to this article does
not apply to a shareholder who can demonstrate that the ownership or
voting rights threshold entailing the purchase obligation has been reached
or exceeded before this provision of the Articles of Association has been
entered in the Trade Register.
Disputes arising out of the above-described pre-emptive purchase
obligation, the associated right to demand a pre-emptive purchase or the
amount of the pre-emptive purchase price shall be settled through
arbitration in the locality where the Company is domiciled in accordance
with the regulations of the Arbitration Act (967/92). The arbitration
procedure shall be governed by Finnish law.
Article 16 Arbitration clause
A dispute between the Company, on the one hand, and the Board of
Directors, a member of the Board of Directors, the managing director, an
auditor or a shareholder, on the other hand, shall be settled through
arbitration in accordance with the Arbitration Act.
Translation from the official Finnish text.
Approved at the Annual General Meeting held on March 17, 2009.
TERMS OF SHARE OPTIONS TO THE LOYAL CUSTOMERS OF STOCKMANN
Maximum number of share options
STOCKMANN plc (hereinafter also referred to as the “Company” or
“Stockmann”) issues without payment to its loyal customers a maximum of 2
500 000 share options.
Each share option entitles its holder to subscribe for one (1) Series B
share in STOCKMANN plc, with the nominal value of two (2) euros, in
accordance with the share subscription terms set forth below.
Directing of share options
The share options will be issued in deviation from the shareholders’ pre-
emption right to subscription to a part of Stockmann’s loyal customers in
accordance with these terms. It is proposed to deviate from the
shareholders’ pre-emption right to subscription because the issuing of the
share options is intended to offer loyal customers, who frequently do
their shopping in the Company’s stores, a significant benefit, which may
reward the loyal customers for their purchase loyalty whilst at the same
time strengthens the competitive position of Stockmann.
Issuance of share options
Share options are issued to such private persons who wish to receive
options and who are Stockmann’s loyal customers and whose registered
purchases, together with registered purchases originating from parallel
cards directed to the same account, from companies belonging to Stockmann
Group during the time period of 1 January 2008 – 31 December 2009 exceed a
total of EUR 6 000 (six thousand). For purchases of at least EUR 6 000
(six thousand), the loyal customers shall without payment receive 20
(twenty) options. In addition, for every full EUR 500 (five hundred), with
which the purchases, calculated as mentioned above, exceed EUR 6 000, the
loyal customer shall receive additionally two (2) options.
The Company shall at the latest in February 20010 send each loyal customer
entitled to share options a letter, in which the maximum number of share
options granted to the loyal customer is stated. In addition to the
details of the loyal customer card holder, the letter will include
information on the holders of parallel cards directed to the same account
as on 31 December 2009 and the amount of their purchases affecting the
issuance of share options. The share options will be issued when the
Company has received from the loyal customer a written consent to the
offer for the number of share options to be issued.
Should the total amount of options to be issued based on the purchases
exceed 2 500 000 (two million five hundred thousand), the Board of
Directors of the Company shall have the right to reduce the amount of
options to be issued to the loyal customers in such a way that the total
amount of options to be issued will not exceed 2 500 000 (two million five
hundred thousand). In such a case the amount of options issued to the
loyal customer shall be reduced in proportion to the purchases affecting
the amount of options to be issued, however, so that each person entitled
to options will get at least 20 (twenty) options. If this minimum amount
cannot be issued to each loyal customer entitled to options, the Board of
Directors of the Company has the right to change these option subscription
terms and to decide upon any other conditions relating to the issuance of
options in such a case.
To the extent that all options are not issued according to the above, they
will expire on 31 December 2010 unless the Board of Directors of the
Company decides to continue such time period.
Transfer of options
The options are personal and can be transferred only based on matrimonial
right to property, inheritance or a will. The right to options cannot be
transferred before the options have been issued to the loyal customer. The
loyal customer may, however, transfer his/her right to options, either
wholly or partially, to a holder of a parallel card on 31 December 2009
directed to the same account. The right to options can only be transferred
so that each recipient will receive a minimum of 20 (twenty) options,
except when the amount of options issued to the loyal customer is smaller
When the Company issues the options, it will establish a register
(hereinafter referred to as the “Option Register”), which includes the
following details of the person entitled to the options: name, personal
identification number, address and amount of options. The right to
subscribe for shares is determined based on the Option Register. A person
entitled to options has upon request a right to receive from the Company a
certificate indicating the right to participate in the subscription issue
and its conditions.
Terms of subscription of shares
Subscription of shares based on the share options
The number of shares subscribed for based on the share options may amount
to a maximum of 2 500 000 new Series B shares in Stockmann plc of a
nominal value of two (2) euros. The share capital of the Company may
increase by a maximum of EUR 5 000 000 (five million) and the number of
Series B shares with a maximum of 2 500 000 (two million five hundred
thousand) as a result of the subscriptions.
Share subscription right and the minimum and maximum amount of the
The right to subscribe for shares is granted to a loyal customer or a
holder of a parallel card, to whom options have been transferred as
described above or to whom the right to options has been transferred based
on matrimonial right to property, inheritance or a will. The Company will
before the commencement of the subscription period send more detailed
instructions relating to the subscription of shares to the persons
entitled to subscription at the address noted in the Option Register.
Each option entitles its holder to subscribe for one (1) Series B share in
STOCKMANN plc of the nominal value of two (2) euros. The minimum amount of
share subscription is 20 (twenty) Series B shares, or a smaller amount of
shares based on the amount of options issued, and the maximum amount the
total amount of options that has been noted in the Option Register of the
subscriber. The share subscription price shall be entered into the reserve
for invested unrestricted equity.
The share subscription period
The loyal customer has the right to subscribe for shares during the
subscription period alternatively either 2 May 2011 – 31 May 2011, or 2
May 2012 – 31 May 2012. The person entitled to subscription shall
subscribe for all his/her shares at the same time.
The share subscription price and the subscription of shares
The subscription price for the shares shall be the trading-volume weighted
average price for the Stockmann plc’s Series B shares on the Helsinki
Exchange during the period of 1 February – 28 February 2009. The share
subscription price of the share options shall be deducted by the amount of
the dividend decided after the beginning of the period for determination
of the share subscription price but before the share subscription, as per
the dividend record date.
The Board of Directors of the Company shall before the commencement of the
subscription period inform of the subscription price, the place for
subscription and the procedure for subscribing shares. If no other
procedure has been announced, the subscription of shares based on the
share options shall take place at the Head Office of STOCKMANN plc.
The shares shall be paid for when subscribed for.
Approval of subscriptions
The Board of Directors of the Company will approve of all subscriptions
that are made in accordance with the subscription terms and the Option
The registering of the shares in the book-entry accounts and the
commencement of trade
It is the intention of the Company that the shares shall be registered in
the book-entry account notified by the subscriber by 30 June 2011 and 30
The shares shall be subject to public trade as of the date of the
registration of the increase of share capital in the Trade Register.
The shares subscribed for based on the share options entitle to dividend
for the financial year during which the shares have been subscribed for.
Other rights will commence as of the date of the registration of the
increase of share capital in the Trade Register.
Issues of shares and of options and other special rights entitling holders
to shares before the share subscription
Should STOCKMANN plc before the end of the share subscription period
increase its share capital or issue share options or other special rights
entitling holders to shares, the share option holders shall have the same
right as, or an equal right to, that of the shareholders. Equality is
reached in the manner determined by the Board of Directors by adjusting
the number of shares available for subscription, the share subscription
price or both of these.
Option holders’ rights in certain cases
If STOCKMANN plc decreases its share capital before the share
subscription, the subscription right based on the terms of the share
options shall be adjusted accordingly as specified in the resolution to
decrease the share capital.
If STOCKMANN plc is placed into liquidation before the share subscription,
the share option holders shall be reserved an opportunity to exercise
their share subscription rights within a period of time before the placing
into liquidation set forth by the Board of Directors. After this, the
right to subscription ceases to exist. If STOCKMANN plc is deleted from
the register before the share subscription, the share option holders shall
have the same right as, or an equal right to, that of the shareholders.
If STOCKMANN plc resolves to merge into another company as merging company
or merge with a company to be formed in a combination merger, or if the
Company resolves to be demerged entirely, the share option holders shall,
prior to the merger or demerger, be given the right to subscribe for
shares with their share options within a period of time determined by the
Board of Directors. After this, the right to subscription ceases to exist.
If STOCKMANN plc resolves to acquire its own shares after the commencement
of the share subscription period by an offer to all shareholders, the
share option holders shall be given an equal offer. In any other case, the
acquiring of own shares does not require any actions by the Company as
regards the options.
If a redemption right and obligation to all shares of STOCKMANN plc, as
referred to in Chapter 18 Section1 of the Finnish Companies Act, arises to
any of the shareholders before the end of the share subscription period on
the basis that a shareholder possesses over 90 per cent of the shares and
the voting power of the shares of STOCKMANN plc, or if a redemption
obligation as set forth in the Articles of Association of STOCKMANN plc
arises, the share option holders shall be given a possibility to use their
right to share subscription by virtue of the share options within a period
of time determined by the Board of Directors.
If the nominal value of the shares is changed while the share capital
remains unchanged, the share subscription terms of the share options shall
be amended so that the total nominal value of the shares available for
subscription and the total subscription price remain unchanged.
In case STOCKMANN plc is changed from being a public company to a private
company, the terms of the share options shall not be affected.
The Board of Directors of STOCKMANN plc shall decide on all other matters
relating to the issuance of share options and the subscription of shares,
and shall give more detailed instructions on the procedure for carrying
out the subscriptions. The documents relating to the share options can be
seen at the Company’s Head Office in Helsinki.