NOTICE OF STOCKMANN'S ANNUAL GENERAL MEETING

STOCKMANN plc Company Announcement 13.2.2009 at 12.45

NOTICE OF STOCKMANN'S ANNUAL GENERAL MEETING

Notice is hereby given to the shareholders of Stockmann plc that the Annual General Meeting will be held at 16:00 on 17 March 2009 at Finlandia Hall in Helsinki (address: Karamzininkatu 4). Persons who have registered for the meeting are asked to arrive no earlier than 14:30.

A. Matters on the agenda of the general meeting:

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 2008 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 to the Annual General Meeting that a dividend of EUR 0.62 per share be paid for the financial year 2008. The dividend will be paid to shareholders who on the record date for the dividend payout, 20 March 2009, are registered in the shareholder register maintained by Euroclear Finland Ltd (formerly Finnish Central Securities Depository Ltd). The Board of Directors proposes that the dividend be paid out on 2 April 2009.

Additionally, the Board of Directors proposes that it be authorized to decide at its discretion on the payment of a dividend of up to EUR 0.38 per share, should the company's financial situation permit this, in addition to the dividend payment to be decided by the Annual General Meeting. The Board of Directors must make its decision by 31 December 2009. Any dividend paid on the basis of the Board's decision will be paid to shareholders who, on the record date determined by the Board of Directors, are registered in the shareholder register maintained by Euroclear Finland Ltd (formerly Finnish Central Securities Depository Ltd). The Board of Directors will decide on the record date for dividend payout and on the dividend payment date, which may not occur before five banking days have elapsed, inclusive of the record date.

9. Resolution on discharging 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 to the Annual General Meeting that the remuneration of the members of the Board of Directors remain the same for the term of office ending at the conclusion of the 2010 Annual General Meeting as for the previous term of office: chairman EUR 76,000, vice chairman EUR 49,000, and other members EUR 38,000 each. The remuneration is proposed to be paid in shares. Additionally, the Appointments and Compensation Committee of the Board of Directors proposes that each member of the Board 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 to the Annual General Meeting that the number of members of the Board of Directors remain the same, i.e. seven.

12. Election of members of the Board of Directors The Appointments and Compensation Committee of the Board of Directors proposes to the Annual General Meeting 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, Director of Sustainable Development Carola Teir-Lehtinen and Managing Director Henry Wiklund, be re-elected for the term of office continuing until the end of the next Annual General Meeting.

13. Resolution on the remuneration of the auditor The Board of Directors proposes to the Annual General Meeting that the auditor to be chosen be remunerated in accordance with a reasonable invoice presented by him/her.

14. Election of auditor The company's 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. Proposal by the Board of Directors to amend articles 3 and 5 of the Articles of Association The Board of Directors proposes to the Annual General Meeting that the restriction on voting rights provided for in article 3 of the Articles of Association, according to which no one can cast more than one fifth of the votes represented at the General Meeting, be abolished. Additionally, the Board of Directors proposes that article 5 of the Articles of Association be amended so that the provision on the maximum age for a member of the Board of Directors is abolished. Currently, a person who has reached the age of 65 years cannot be elected a member of the Board of Directors.

16. Proposal by the Board of Directors to amend the terms of the 2008 share options for Loyal Customers The Board of Directors proposes to the Annual General Meeting that the terms of the 2008 share options for Loyal Customers of Stockmann plc be amended so that the subscription price is the volume-weighted average price of Series B shares on the Helsinki exchange during the period 1 February - 28 February 2009. According to the decision by the 2008 Annual General Meeting on the terms of the share options for Loyal Customers, the determination period for the subscription price was 1 February - 29 February 2008. It is proposed that the other terms regarding the share options remain the same. The collapse in general price levels on the share market caused by the global financial crisis has resulted in a situation where the original stipulation on the determination of the subscription price prevents the realization of the object of the Share Option Programme. Under the terms of the 2008 share options for Loyal Customers, and deviating from the pre-emptive rights of shareholders, a maximum total of 2 500 000 share options will be granted to Stockmann's Loyal Customers without consideration. There is a weighty financial reason for the issuance of share options because they are issued in order to offer Loyal Customers a benefit in reward for their purchasing loyalty while simultaneously strengthening the competitive position of Stockmann. Each share option entitles its holder to subscribe one of the company's Series B shares. The subscription price of each share subscribed under the share option will be decreased on the record date for each dividend payout by the amount of dividend declared after the determination period for the subscription price but prior to the share subscription. The subscription periods for the shares are May 2011 and May 2012. As a result of the subscriptions, the share capital of the company may increase by a maximum of EUR 5 000 000.

17. Closing of the meeting

B. Documents of the Annual General Meeting The proposals of the Board of Directors and the Appointments and Compensation Committee of the Board of Directors relating to the agenda of the Annual General Meeting and also this notice are available on Stockmann plc's website at www.stockmann.com. The annual report of Stockmann plc, including the company's financial statements, the report of the Board of Directors and the auditor's report, will be available on the above- mentioned website no later than 23 February 2009. The proposals of the Board of Directors and the financial statements will also be available at the meeting. Copies of these documents and of this notice will be sent to the shareholders upon request.

C. Instructions for those participating in the Annual General Meeting

1. The right to participate and registration Each shareholder who, on 6 March 2009, is registered in the shareholder register for the company maintained by Euroclear Finland Ltd (formerly Finnish Central Securities Depository Ltd) has the right to participate in the Annual General Meeting. All shareholders with shares registered in a personal book-entry account will be registered in the company's shareholder register.

Shareholders who wish to participate in the Annual General Meeting must register for the meeting no later than Tuesday, 10 March 2009 at 16:00 by giving prior notice of this. Such notice can be given: a) on the company's website, www.stockmann.com b) by telephone +358 9 121 3260; c) by fax +358 9 121 3101; or d) by regular mail to the following address: Stockmann Oyj Abp, Yhtiökokousilmoittautuminen, Aleksanterinkatu 52 B, 00100 Helsinki.

When registering, shareholders must give their name, personal identification number, address, telephone number and the name of a possible assistant. The personal data given to Stockmann plc is used only in connection with the Annual General Meeting and with the processing of related registrations.

Pursuant to chapter 5, section 25 of the Limited Liability Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.

2. Proxy representative and powers of attorney A shareholder may participate in the Annual 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 demonstrate in a reliable manner his/her right to represent the shareholder at the Annual General Meeting. Any proxy documents (originals) should be delivered to Stockmann Oyj Abp, Yhtiökokousilmoittautuminen, Aleksanterinkatu 52 B, 00100 Helsinki before the registration deadline.

3. Holders of nominee registered shares Holders of nominee registered shares wishing to participate in the Annual General Meeting must be entered in the shareholder register for the company on the record date (6 March 2009) for the meeting. Holders of nominee registered shares are advised to request from their asset manager the necessary instructions regarding registration in the shareholder register for the company, the issuing of proxy documents and registration for the Annual General Meeting. Further information on these matters can also be found on the company's website at www.stockmann.com.

4. Other instructions and information On the date of this notice, 13 February 2009, Stockmann plc had a total of 26 582 049 Series A shares and 35 121 287 Series B shares, and the total number of votes carried by Series A shares was 265,820,490 and by Series B shares 35,121,287.

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 14:30.

Helsinki, 13 February 2009

Stockmann plc

Board of Directors

STOCKMANN plc

Hannu Penttilä CEO

DISTRIBUTION NASDAQ OMX Principal media





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