NOTICE OF STOCKMANN’S ANNUAL GENERAL MEETING
Helsinki, Finland, 2011-02-10 07:00 CET (GLOBE NEWSWIRE) —
STOCKMANN plc, Notice to convene annual general meeting 10.2.2011 at 8.00 EET
Notice is given to the shareholders of Stockmann plc to the Annual General Meeting to be held on Tuesday 22 March 2011 at 16:00 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 14:30.
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 scrutinize 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 Financial Statements, the report of the Board of Directors and the auditor’s report for the year 2010
Review by the CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that a dividend of EUR 0.82 per share be paid for the financial year 2010. The record date for the dividend distribution is 25 March 2011. The Board of Directors proposes that the dividend be paid out on 8 April 2011.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Appointments and Compensation Committee of the Board of Directors proposes that the remuneration of the members of the Board of Directors remain the same and be paid in shares. The chairman is proposed to be paid EUR 76 000, vice chairman EUR 49 000, and other members each EUR 38 000 for the term of office ending at the closing of the 2012 Annual General Meeting. Additionally, it is proposed that each Board member be paid EUR 500 as a meeting remuneration for each meeting of the Board of Directors and of the Appointments and Compensation Committee.
11. Resolution on the number of members of the Board of Directors
The Appointments and Compensation Committee of the Board of Directors proposes that the number of members of the Board of Directors remains eight (8).
12. Election of members of the Board of Directors
Following the announcement by Managing Director Henry Wiklund, Member of the Board, that he will no longer be available as a member of the company’s Board of Directors, the Appointments and Compensation Committee of the Board of Directors proposes that the present members of the Board of Directors, LL.M Christoffer Taxell, Managing Director Erkki Etola, Managing Director Kaj-Gustaf Bergh, Professor Eva Liljeblom, Managing Director Kari Niemistö, Managing Director Charlotta Tallqvist-Cederberg and M.Sc. (Phil.) Carola Teir-Lehtinen, having given their consents, be re-elected for the term of office continuing until the end of the next Annual General Meeting. Additionally, the Committee proposes that the Managing Director of Svenska litteratursällskapet i Finland r.f. Dag Wallgren be elected as a new Board member according to his consent for the term of office stated above. Biographical details of Dag Wallgren are available on the company’s website www.stockmanngroup.fi.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes that the auditor to be chosen be paid against reasonable invoice approved by the Board of Directors.
14. Election of auditor
Shareholders, who represent over 50 per cent of the voting rights, have informed that they will propose to the Annual General Meeting that Jari Härmälä, Authorized Public Accountant, and Henrik Holmbom, Authorized Public Accountant, having given their consents, be re-elected as auditors. It is proposed that KPMG Oy Ab, a firm of Authorized Public Accountants, be re-elected as a 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.fi. The Financial Statements, the report of the board of directors and the auditor’s report, are available on the above-mentioned website no later than 1 March 2011. The proposals for decisions and the other above-mentioned documents are also 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 5 April 2011.
C. Instructions for the participants in the general meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 10 March 2011 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the general meeting. A shareholder, whose shares are registered on 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 14 March 2011 at 16:00 by giving a prior notice of participation, which shall 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.fi;
b) by telephone +358 9 121 3260;
c) by telefax + 358 9 121 3101; or
d) 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 notify 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 given to Stockmann plc is used only in connection with the general meeting and with the processing of related registrations.
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 10 March 2011, would be entitled to be registered in the shareholders’ register of the company held 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 into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest on 17 March 2011 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, into 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 at 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 for 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, 10 February 2011, Stockmann plc has a total of 30 627 563 Series A shares and 40 518 437 Series B shares representing 306 275 630 votes attached to Series A shares and 40 518 437 votes attached to Series B shares.
Free parking is available in the Finlandia Hall car park for those participating in the Annual General Meeting. Please note that there is a construction project taking place at Finlandia Hall. The entrance M4 on Mannerheimintie side and entrance K4 on Karamzininranta side are entrances in use. Parking places for disabled are on the yard facing Mannerheimintie.
The venue’s doors will be open at 14:30.
Helsinki, 10 February 2011
THE BOARD OF DIRECTORS
Jukka Naulapää, Director, legal affairs, tel. +358 9 121 3850