Notice to Stockmann’s Annual General Meeting
STOCKMANN plc, Notice to general meeting 13.2.2020 at 8:00 EET
Notice is given to the shareholders of Stockmann plc to the Annual General Meeting to be held on Wednesday 18 March 2020 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 2019
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 2019.
9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO
10. Presentation of the remuneration policy for the company’s governing bodies
Presentation of the remuneration policy for the company’s governing bodies and the General Meeting’s advisory resolution on the approval of the remuneration policy. The remuneration policy is attached to this notice.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the Board remunerations will remain unchanged and that the Chairman of the Board be compensated EUR 80 000, the Vice Chairman of the Board EUR 50 000, and other members of the Board 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 2020. The shares acquired for the Board Members in 2020 cannot be disposed of 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. Additionally, it is proposed that the remuneration for the meetings remain unchanged and the Chairman of the Board be paid EUR 1 100 and each Board member be paid EUR 600 as a meeting remuneration for each meeting of the Board of Directors. The Chairman of the Audit Committee is proposed to be paid EUR 1 100 and each member to be paid EUR 800 as a meeting remuneration for each meeting of the Audit Committee, and for each meeting of the Compensation Committee, the Chairman of the Compensation Committee and each member is proposed to be paid EUR 600 as a meeting remuneration.
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 to be seven, i.e. a reduction of one member.
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, Eva Hamilton, Esa Lager, Leena Niemistö, Lauri Ratia, Tracy Stone 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.
The Board member Peter Therman has informed that he will no longer be available as member of the company’s Board of Directors.
The proposed Board members have informed the company that, if elected, they will re-elect Lauri Ratia as Chairman of the Board and Leena Niemistö as Vice Chairman 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 auditors to be elected be reimbursed as per invoice approved by the Board of Directors.
15. Election of auditor
The Board of Directors proposes, on the recommendation of the Audit Committee, 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 the audit firm KPMG Oy Ab be elected as deputy auditor.
16. Authorizing the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on the issuance of shares as follows:
The number of shares to be issued on the basis of the authorization shall not exceed an aggregate maximum of 3,602,434 Series B shares, which corresponds to approximately 5 per cent of all the current shares of the company and approximately 8.7 per cent of the current Series B shares of the company.
The Board of Directors will decide on all terms of the issuance of shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue) subject to the preconditions set out in the Companies Act.
The authorization shall be in force until the closing of the next Annual General Meeting, however no longer than until 30 June 2021.
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, this notice as well as the company’s remuneration policy 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 26 February 2020. 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 1 April 2020 at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on 6 March 2020 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 13 March 2020 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 220, 00101 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.
The shareholder, his/her authorized representative or proxy shall, where necessary, be able to prove his/her identity and/ or right of representation at the meeting place.
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 6 March 2020, 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 13 March 2020 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 220, 00101 Helsinki, Finland before the end of the registration period.
4. Other instructions and information
The information concerning the Annual General Meeting required under the Companies Act and the Securities Market Act is available on the company’s website www.stockmanngroup.com/en/annual-general-meeting-2020.
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, 13 February 2020, 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.
Changes in shareholding after the record date of 6 March 2020 do not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the General Meeting.
Free parking is available in Aimo Park Finlandia for participants in the Annual General Meeting.
The venue’s doors will open at 12:30.
Helsinki, 13 February 2020
The Board of Directors
Jukka Naulapää, Chief Legal Officer, tel. +358 9 121 3850