Notice of Stockmann’s Annual General Meeting
Helsinki, Finland, 2012-02-09 07:00 CET (GLOBE NEWSWIRE) —
STOCKMANN plc, Notice to convene annual general meeting 9.2.2012 at 8:00 EET
Notice is given to the shareholders of Stockmann plc to the annual general meeting to be held on Thursday 15 March 2012 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 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 annual accounts, the report of the board of directors and the auditor’s report for the year 2011
Review by the CEO
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 a dividend of EUR 0.50 per share be paid for the financial year 2011. The record date for the dividend distribution is 20 March 2012. The Board of Directors proposes that the dividend be paid out on 25 April 2012.
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 at the present level and that the net amount after taxes of the remuneration 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 2013 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. Stockmann plc is responsible for the statutory social security and pension costs of non-Finnish members of the Board in accordance with the applicable national law.
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 Erkki Etola, Deputy Chairman 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 Kaj-Gustaf Bergh, Professor Eva Liljeblom, Managing Director Kari Niemistö, M.Sc. (Econ.) Charlotta Tallqvist-Cederberg, M.Sc. Carola Teir-Lehtinen and Managing Director Dag Wallgren, 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 Per Sjödell be elected as a new Board member according to his consent for the term of office stated above. Biographical details of Per Sjödell are available on the company’s website www.stockmanngoup.fi
13. Resolution on the remuneration of the auditor
The Board of Directors proposes that the auditor to be chosen be compensated as per 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. A proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes to the Annual General Meeting of Shareholders that the Articles of Association be amended as follows:
– section 4 of the Articles of Association concerning the record date be removed, and the numbering of the Articles of Association be changed correspondingly;
– the wording of section 7 (after the amendment section 6) be changed to correspond to the terminology of the Companies Act by replacing the references to signing for the company by references to representing the company;
– section 11 (after the amendment section 10) of the Articles of Association be amended to correspond to the Companies Act so that the notice convening an Annual General Meeting of Shareholders shall be published no more than three months before the record date for the Annual General Meeting of Shareholders referred to in chapter 4, section 2(2) of the Companies Act and no less than three weeks before the Annual General Meeting of Shareholders, however, at least nine days before the said record date. In addition, it is proposed that the section be amended so that the notice to convene the Annual General Meeting of Shareholder shall be published in a newspaper which is determined by the Board of Directors and comes out in the Helsinki area or on the Company’s internet site; and
– the wording relating to the business of the Annual General Meeting of section 14 (after the amendment section 13) be amended to correspond to the terminology of the Companies Act.
16. A proposal by the Board of Directors to issue share options to the Loyal Customers of Stockmann
The Board of Directors proposes to the Annual General Meeting of Shareholders that a maximum of 2.500.000 share options be issued without payment, in deviation from the shareholders’ pre-emptive rights, to the loyal customers of Stockmann. There is a weighty financial reason for the issuance of share options because they are intended to be issued in order to offer loyal customers a benefit that rewards the purchase loyalty of the loyal customers while simultaneously strengthening the competitive position of Stockmann. Share options will be issued to loyal customers, whose purchases in companies belonging to the Stockmann Group together with purchases originating from parallel cards directed to the same account during the time period 1 January 2012 – 31 December 2013 amounts to a total of at least EUR 6,000. For purchases of at least EUR 6,000, the loyal customers shall without payment receive 20 share options. In addition, for every full EUR 500, by which the purchases exceed EUR 6,000, the loyal customer shall receive an additional two share options. Each share option entitles its holder to subscribe for one share of the Company’s Series B shares. The subscription price for the shares shall be the trading-volume weighted average price for the Company’s Series B shares on the Helsinki Exchanges during the time period of 1 February – 29 February 2012. The share subscription price of the share options shall be deducted as per the dividend record date 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. The exercise periods for the options shall be in May 2014 and in May 2015.
17. 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 annual report, the report of the board of directors and the auditor’s report of Stockmann plc, are available on the above-mentioned website no later than 23 February 2012. 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 29 March 2012.
C. Instructions for the participants in the general meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 5 March 2012 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 9 March 2012 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 5 March 2012, 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 12 March 2012 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, 9 February 2012, Stockmann plc has a total of 30,627,563 Series A shares and 41,213,266 Series B shares representing 306,275,630 votes attached to Series A shares and 41,213,266 votes attached to Series B shares.
Free parking is available in the Finlandia Hall car park for those participating in the Annual General Meeting.
The venue’s doors will be open at 12:30.
Helsinki, 9 February 2012
Board of Directors
Jukka Naulapää, Director, legal affairs, tel. +358 9 121 3850