Notice to Stockmann’s Annual General Meeting
Helsinki, Finland, 2016-02-18 07:00 CET (GLOBE NEWSWIRE) —
STOCKMANN plc, Notice to convene annual general meeting 18.2.2016 at 8:00 EET
Notice is given to the shareholders of Stockmann plc to the Annual General Meeting to be held on Tuesday 15 March 2016 at 14:00 at Finlandia Hall in Helsinki (address: Mannerheimintie 13). The reception of participants who have registered for the meeting and the distribution of voting tickets will commence at 12:30.
A. At the General Meeting, the following matters will be considered:
1. Opening of the Meeting
2. Calling the Meeting to order
3. Election of persons to confirm the minutes and to supervise the counting of votes
4. Recording the legality of the Meeting
5. Recording the attendance at the Meeting and adoption of the list of votes
6. Presentation of the Annual Accounts, the report by the Board of Directors and the Auditor’s report for the year 2015
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 no dividend be paid for the financial year 2015.
9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO
10. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the annual remuneration of the members of the Board of Directors remain at the present level and that the net amount of the remuneration after taxes be paid in shares. The Chairman of the Board of Directors is proposed to be compensated EUR 76 000, the Vice Chairman EUR 49 000 and other members EUR 38 000 each for the term of office ending at the closing of the 2017 Annual General Meeting. Additionally, it is proposed that the Chairman of the Board be paid EUR 1 000 and each Board member be paid EUR 500 as a meeting remuneration for each meeting of the Board of Directors, the Chairman of the Audit Committee be paid EUR 1 000 and each member be paid EUR 700 as a meeting remuneration for each meeting of the Audit Committee, and the Chairman and each member of the Compensation Committee be paid EUR 500 as a meeting remuneration for each meeting of the 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 Shareholders’ Nomination Board proposes that the number of members of the Board of Directors remain eight (8).
12. Election of members of the Board of Directors
Following the announcement by the Vice Chairman of the Board Kari Niemistö and Board members Charlotta Tallqvist-Cederberg and Carola Teir-Lehtinen that they will no longer be available as members of the company’s Board of Directors, the Shareholders’ Nomination Board proposes that the present members of the Board of Directors, Kaj-Gustaf Bergh, Torborg Chetkovich, Jukka Hienonen, Per Sjödell and Dag Wallgren, all having given their consents, be re-elected for the term of office continuing until the end of the next Annual General Meeting. Additionally, the Shareholders’ Nomination Board proposes that Susanne Najafi, Leena Niemistö and Michael Rosenlew, with their consent, be elected new Board members for the term of office stated above. Biographical details of Susanne Najafi, Leena Niemistö and Michael Rosenlew, as well as an evaluation regarding their independence, are available on the company’s website www.stockmanngoup.com. The proposed Board members have announced that, if elected, they will among themselves elect Jukka Hienonen as Chairman of the Board.
13. Resolution on the remuneration of the auditor
The Audit Committee of the Board of Directors proposes that the auditors to be elected be reimbursed as per invoice approved by the Board of Directors.
14. Election of auditor
The Audit Committee of the Board of Directors proposes that Henrik Holmbom, Authorized Public Accountant and Marcus Tötterman, Authorized Public Accountant, be elected as auditors, both having given their consents. It is proposed that KPMG Oy Ab, a firm of Authorized Public Accountants, be elected as deputy auditor.
15. Appointment of the Shareholders’ Nomination Board
The Board of Directors proposes that the Annual General Meeting resolves to appoint a Shareholders’ Nomination Board to prepare proposals on the composition and remuneration of the Board of Directors to the next Annual General Meeting in accordance with the following.
The Shareholders’ Nomination Board would consist of representatives appointed by each of the four largest shareholders. In addition, the Chairman of the Board of Directors would serve as an expert member.
The right to appoint a representative belongs to the four shareholders who hold the largest share of voting rights in the company based on their shareholdings registered in the shareholders’ register maintained by Euroclear Finland Ltd on the first working day of September preceding the Annual General Meeting. Should a shareholder not wish to exercise his/her nomination right, the right shall be transferred to the next largest shareholder who otherwise would not be entitled to nominate a member.
The Shareholders’ Nomination Board will be convened by the Chairman of the Board of Directors and it will elect a chairman from among its members.
16. Authorizing the Board of Directors to decide on the issuance of shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of shares as follows.
The authorization concerns both Series A shares and Series B shares. The number of shares to be issued on the basis of the authorization may not exceed 20 000 000 shares, which corresponds to approximately 27.8 % of all the shares in the company. The Board of Directors decides on all the conditions of the issuance of shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The authorization is effective until 15 March 2019.
17. Shareholder’s proposal to combine the share series and for a directed free share issue
The company’s shareholder HTT STC Holding Ltd, representing over 10 per cent of the company’s shares, proposes to the Annual General Meeting that the company’s two share series be combined so that the provisions concerning the company’s different share series are removed from the Articles of Association, and following the measures taken to combine the share series, the company would have only a single class of shares which is publicly listed and the shares would carry one vote each and otherwise have equal rights.
The shareholder proposes that a free share issue would be directed to holders of the company’s Series A shares in such a way that for each forty (40) Series A shares held three (3) new shares would be given in the company’s single share series, after the amendment of the Articles of Association. New shares that in the share issue would be given as fractions of shares would be sold on behalf of those entitled to such shares.
18. Closing of the Meeting
B. Documents of the General Meeting
The proposals for the decisions on the matters on the agenda of the General Meeting as well as this notice are available on Stockmann plc’s website at www.stockmanngroup.com. The Annual Report, the report of the Board of Directors and the Auditor’s report of Stockmann plc, will be available on the above-mentioned website no later than 23 February 2016. The proposals for decisions and other documents mentioned above will also be available at the Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Meeting will be available on the above-mentioned website as from 29 March 2016.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on 3 March 2016 in the shareholders’ register of the company kept by Euroclear Finland Ltd is entitled to participate in the General Meeting. A shareholder whose shares are registered in his/her personal Finnish book-entry account is registered in the shareholders’ register of the company.
A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the General Meeting, shall register for the Meeting no later than 11 March 2016 at 16:00 by giving a prior notice of participation to be received by the company no later than on the above-mentioned date. Such notice can be given:
a) on the company’s website www.stockmanngroup.com;
b) by telephone + 358 20 770 6891 (Euroclear Finland Ltd); or
c) by regular mail to the following address: Stockmann plc, Annual General Meeting, P.O. Box 147, 00381 Helsinki, Finland.
In connection with the registration, a shareholder shall state his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data provided to Stockmann plc is used only in connection with the General Meeting and the processing of related registrations.
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 3 March 2016, would be entitled to be registered in the shareholders’ register of the company kept by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered in the temporary shareholders’ register kept by Euroclear Finland Ltd no later than on 10 March 2016 at 10:00 am. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request, without delay, necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the General Meeting, in the temporary shareholders’ register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the Meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to Stockmann plc, Annual General Meeting, P.O. Box 147, 00381 Helsinki, Finland before the last date of registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the Meeting.
On the date of this notice to the General Meeting, 18 February 2016, Stockmann plc has a total of 30 530 868 Series A shares and 41 517 815 Series B shares representing 305 308 680 votes attached to Series A shares and 41 517 815 votes attached to Series B shares.
Free parking is available in Q-Park Finlandia for participants in the Annual General Meeting.
The venue’s doors will open at 12:30.
Helsinki, 18 February 2016
The Board of Directors
Jukka Naulapää, Director, legal affairs, tel. +358 9 121 3850