STOCKMANN'S ANNUAL GENERAL MEETING OF 17 MARCH 2009
STOCKMANN plc Company Announcement 17.3.2009 at 19.30
STOCKMANN'S ANNUAL GENERAL MEETING OF 17 MARCH 2009
STOCKMANN AIMS TO MAINTAIN A GOOD LEVEL OF PROFITABILITY
The Annual General Meeting of Stockmann plc, held in Helsinki on 17 March 2009, adopted the financial statements for the financial year 1 January - 31 December 2008, granted release from liability to the responsible officers and resolved to pay a dividend of EUR 0.62 per share for 2008. The Board was also authorised to decide at its discretion by 31 December 2009 on the payment of a dividend of no more than EUR 0.38 per share, the company's financial standing permitting, in excess of the above-mentioned dividend decided by the Annual General Meeting. The Board of Directors' proposals to the Annual General Meeting were approved without changes.
In his speech at Stockmann's Annual General Meeting in Helsinki on 17 March 2009, Hannu Penttilä, CEO, said that the recent downturn was faster than anything seen before. Consumers started to behave more cautiously first on the Baltic market, then on the Nordic market, and finally, at year-end, on the Russian market as well. Although this had a significant impact on the profit for 2008, Penttilä described the attained profit as reasonable in view of the difficult market conditions and especially the elevated financing expenses.
He reported that the 36 per cent sales growth and expansion to new market areas which resulted from the successful acquisition of Lindex were by far the most positive points of the year. Lindex's performance in 2008 was excellent on the whole. It brought in the most operating profit in the entire Group and would have celebrated its all-time highest profit if it had continued to report its profit in Swedish krona. The integration of Lindex into the Stockmann Group has gone very well.
As other positive points in 2008, Penttilä mentioned the favourable development of the Group's solvency and gearing due, among other things, to the directed share issue executed in June, a substantial five percentage point improvement in the Group's gross margin to 48.3 per cent, and the successful reduction in the amount of capital tied to reserves. The financing situation was stabilised with a long-term loan arrangement executed at the end of the year.
As a negative experience in 2008 - in addition to the deterioration of market conditions and the consequences - Penttilä cited the realisation of Russia's business environment risk in May 2008, when the Stockmann Smolenskaya department store in Moscow had to be closed due to illegal action by the lessors. The steep decline of the Swedish, Norwegian and Russian currencies in the second half-year had a detrimental effect on the Group's profit.
The radical change in market conditions and, above all, the speed of this have made it much more difficult to predict the near future. As a result of this, major changes have to be made to the timing of the implementation of Stockmann's growth strategy. Many investments will be either postponed or cancelled. The expansion of the Helsinki department store and the Nevsky Centre shopping centre and department store project currently under construction in central St Petersburg are key projects and will be completed according to plan. In other investments, only those that serve the purposes of accumulating short-term cash flow will, at this stage, be implemented. The aim is that gross investments should not exceed EUR 150 million in 2009. At the same time, more aggressive measures to free capital will be commenced with the aim of achieving substantially lower net investments. The aim is to attain positive cash flow from operating activities after the net investments made in 2009. The cost structure must also be adjusted to the weakened market environment. Regarding expenses, the aim is to carry out a savings programme totalling EUR 28 million. One of the key factors in generating profit is keeping the gross margin at a good level, which is possible only by avoiding the formation of large excess stocks, noted CEO Hannu Penttilä. Stockmann aims to maintain a good level of profitability in 2009 as well.
Payment of dividends
The Annual General Meeting passed a resolution that a dividend of EUR 0.62 per share be paid for the 2008 financial year, i.e. 93 per cent of earnings per share. The dividend will be paid on 2 April 2009, to those shareholders who on the record date for the dividend payout, 20 March 2009, are entered in the shareholder register kept by Euroclear Finland Ltd (formerly the Finnish Central Securities Depository Ltd). The Annual General Meeting also authorised the Board to decide at its discretion by 31 December 2009 on the payment of a dividend of no more than EUR 0.38 per share, the company's financial standing permitting, in excess of the above- mentioned dividend decided by the Annual General Meeting.
Election of the members of the Board of Directors
The Annual General Meeting resolved, in accordance with the proposal of the Board's Appointments and Compensation Committee, that seven members be elected to seats on the Board. In accordance with the Committee's proposal, the Meeting re-elected Christoffer Taxell LL.M., Managing Director Erkki Etola, Managing Director Kaj-Gustaf Bergh, Professor Eva Liljeblom, Managing Director Kari Niemistö, Director of Sustainable Development Carola Teir-Lehtinen and Henry Wiklund M.Sc.(Econ.) for a term of office continuing until the end of the next Annual General Meeting.
At its organisational meeting on 17 March 2009, the Board of Directors re- elected Christoffer Taxell as its Chairman and Erkki Etola as its Vice Chairman. The Board of Directors re-elected Christoffer Taxell Chairman of the Appointments and Compensation Committee and re-elected as the other members of the committee Erkki Etola, Eva Liljeblom and Henry Wiklund.
Jari Härmälä, Authorised Public Accountant, and Henrik Holmbom, Authorised Public Accountant were re-elected as regular auditors. KPMG Oy Ab, a firm of authorised public accountants, will continue as the deputy auditor.
Board of Directors' proposals to the Annual General Meeting
The Annual General Meeting resolved in accordance with the Board's proposal that the voting restriction referred to in Article 3 of the Articles of Association, whereby no-one at a General Meeting can cast more than one fifth of the votes represented at the meeting, be removed. In addition, the Annual General Meeting resolved in accordance with the Board's proposal that Article 5 of the Articles of Association be amended in such a way as to remove the upper age limit of 65 years applying to persons to be elected as members of the Board of Directors.
The Annual General Meeting also resolved in accordance with the Board's proposal that the terms applying to the 2008 Loyal Customer share options be amended such that the subscription price for shares subscribed under these options is the volume-weighted average price of the Series B share on the Helsinki exchange during the period 1 February - 28 February 2009 or EUR 11.28. Under the Loyal Customer share option terms approved by the General Meeting in 2008, the determination period for the subscription price was 1 February - 29 February 2008. In other respects the terms applying to the share option rights will remain unchanged.
Hannu Penttilä CEO
ANNEXES Articles of Association of Stockmann plc Terms of share options to the Loyal Customers of Stockmann
DISTRIBUTION NASDAQ OMX Principal media
ARTICLES OF ASSOCIATION OF STOCKMANN PLC
Article 1 Business name and domicile
The Company's business name is STOCKMANN Oyj Apb, in English STOCKMANN plc, and it is domiciled in Helsinki.
Article 2 Line of business
The Company's line of business is to engage in department store operations, the motor trade, mail order sales and other retail trade as well as in business operations and services connected with them. The Company can engage in financing and investment operations and the restaurant business.
Article 3 Minimum and maximum share capital
The Company's minimum share capital is seventy-five million (75,000,000) euros and its maximum share capital is three hundred million (300,000,000) euros, within which limits the share capital can be raised or lowered without amending the Articles of Association.
Par value of shares
The par value of the share is two (2) euros.
The Shares are divided into Series A Shares and Series B Shares such that the minimum number of Series A Shares is 18,000,000 and the maximum number is 80,000,000 and the minimum number of Series B Shares is 18,000,000 and the maximum number is 100,000,000.
Voting rights conferred by Shares
Each Series A Share confers ten (10) votes at a General Meeting and each Series B Share one (1) vote.
Conversion of Shares
A Series A Share can be converted to a Series B Share upon the demand of a shareholder provided that the conversion can take place within the limits of the minimum and maximum amounts of the share series. A written demand concerning conversion and addressed to the Company's Board of Directors must state how many Shares are to be converted and, insofar as the conversion does not concern all of the party's Shares, which of them are to be converted and the book-entry account of the Shares to be converted in which the book-entries corresponding to the Shares shall be entered. The Company can request that an entry limiting a shareholder's right of transfer be made in his book-entry account for the period of the conversion procedure.
Within three months of receipt of a demand, the Company's Board of Directors must deal with the conversion requests that have been brought forward. A Series A Share will be converted to a Series B Share when the entry has been duly made in the Trade Register. Implementation of the conversion will be notified to the party who has presented the conversion demand and to the book-entry registrar.
The shareholder will be charged a fee for carrying out the conversion as decided by the Board of Directors.
The Board of Directors will, if necessary, issue more detailed instructions on the carrying out of a conversion.
Belonging to the book-entry system
The Company's Shares belong to the book-entry system.
Article 4 Record date
The right to receive funds distributed by the Company as well as a subscription right in connection with an increase in the share capital shall rest only with one
1) who on record date has been entered as a shareholder in the shareholder register;
2) whose right to receive a payment on the record date has been entered in the book-entry account of a shareholder entered in the shareholder register and this has been entered in the shareholder register; or
3) if the Share is nominee-registered, in whose book-entry account the Share has been entered on the record date and whose custodian of the Shares has been entered, on the record date, in the shareholder register as the custodian of the Shares.
Article 5 Board of Directors
The Company's Board of Directors shall have a minimum of five and a maximum of nine members.
The term of office of a member of the Board of Directors shall commence from the Annual General Meeting at which the director was elected and end at the close of the next Annual General Meeting.
The Board of Directors shall elect from amongst its number a Chairman and a Vice Chairman for one year at a time.
The Board of Directors shall have a quorum when more than half of its members are in attendance. Decisions shall be made on the majority principle. In the event of a tie, the Chairman shall have the casting vote. However, if the voting results in a tie when electing the Chairman of the Board of Directors, the election shall be decided by casting lots.
Article 6 Managing Director
The Company shall have a Managing Director appointed by the Board of Directors, who shall be in charge of the Company's running administration in accordance with the instructions and regulations issued by the Board of Directors.
Article 7 Signing for the Company
The Company's business name shall be signed by the Chairman of the Board of Directors and the Managing Director, each separately, as well as by two members of the Board of Directors together. The Board of Directors can authorize specifically designated persons to sign for the Company such that they sign the Company's business name alone or two together, or each separately together with a member of the Board of Directors.
The Board of Directors shall decide on the Company's rights of procuration. Procuration can be granted only in such a way that the holders of the right of procuration sign the business name together with another holder of procuration, with a member of the Board of Directors or with a person to whom the Board of Directors has given the right to sign the business name jointly with another person.
Article 8 Auditors
The Company shall have a minimum of one and a maximum of three auditors and they shall have a minimum of one and a maximum of three deputies. Insofar as a firm of auditors authorized by the Central Chamber of Commerce is elected as the auditor, a deputy auditor need not be elected.
The term of office of the auditors shall begin from the General Meeting at which they were elected and end at the close of the next Annual General Meeting.
Article 9 Financial year
The Company's financial year is the calendar year.
Article 10 Annual General Meeting
The Annual General Meeting shall be held each year before the end of June.
Article 11 Notice of a General Meeting
A notice of a General Meeting shall be published, in a newspaper which is determined by the Board of Directors and comes out in the Helsinki area, no earlier than two months and no later than seventeen (17) days before the last day for notification. Alternatively, the notice can be sent out within the above-mentioned fixed periods as an ordinary letter to shareholders entered in the Company's Shareholder Register.
Article 12 Right to vote and registration to attend a General Meeting
A shareholder shall exercise his right to vote at a General Meeting personally or via a proxy.
In order to participate in a General Meeting, a shareholder who has been entered in the Shareholder Register must notify the Company of his intention to attend the meeting at the time and place mentioned in the notice of meeting. The date of notification can be no earlier than ten (10) days before the meeting.
Article 13 Passing of resolutions at a General Meeting
A General Meeting shall be opened by the Chairman or Vice Chairman of the Board of Directors or, if they are unable to attend, by the Managing Director. The chairman of a General Meeting shall be elected by the General Meeting. Unless otherwise provided for in the Companies Act, resolutions at a General Meeting shall be passed by a simple majority of the votes. In elections, the person who has received the most votes is deemed to have been elected. In the event of a tie, the Chairman shall have the casting vote, except in elections, when lots will be cast. The Chairman of the meeting shall determine the method of carrying out a ballot.
Article 14 Business of the Annual General Meeting
The business of the Annual General Meeting is the presentation of 1 the financial statements, which comprise the Profit and Loss Account, Balance Sheet and Report of the Board of Directors; 2 the Auditors' Report; decision on 3 adoption of the Profit and Loss Account and Balance Sheet; 4 any measures to be taken in regard of the profit or loss shown in the adopted Balance Sheet; 5 granting of release from liability to the members of the Board of Directors and the Managing Director; 6 the remuneration of the members of the Board of Directors; 7 the remuneration of the auditors; 8 the number of members of the Board of Directors; 9 the number of auditors and their deputies; 10 other matters mentioned in the notice of meeting; election of 11 the members of the Board of Directors; 12 the auditors and their deputies.
Article 15 Pre-emptive purchase obligation
A shareholder whose proportion of all the Company's shares or the number of votes conferred by the shares - either alone or together with other shareholders as defined hereinafter - reaches or exceeds 33 1/3 per cent of 50 per cent (the Obliged Shareholder - i.e. the shareholder obliged to make a pre-emptive purchase), is liable, at the demand of the other shareholders (the Entitled Shareholders - i.e. the shareholders entitled to sell their shares by way of pre-emption) to purchase their shares and the securities which according to the Companies Act give title to them, in the manner specified in this article.
In calculating a shareholder's proportion of the Company's shares and the votes they confer, also those shares shall be counted which belong
- to a corporate body which under the Companies Act belongs to the same group as the shareholder,
- to a company which, in preparing consolidated financial statements according to the Accounting Act, is counted as belonging to the same group as the shareholder,
- to a pension foundation or pension fund of the corporate bodies or companies as specified above, and
- to a corporate body or company other than a Finnish one, which - if it were Finnish - would under the Accounting Act belong to the same group as the shareholder as defined above.
In so far as the purchase obligation arises on the basis of aggregate ownership stakes or numbers of votes, the Obliged Shareholders shall be liable jointly and severally to make a pre-emptive purchase in respect of the Entitled Shareholders. In such a situation the pre-emptive purchase demand is deemed to be directed, even without a separate demand, at all the Obliged Shareholders.
In so far as two shareholders reach or exceed the ownership or voting rights threshold entailing an obligation to make a pre-emptive purchase such that both bear the purchase obligation simultaneously, an Entitled Shareholder can demand a pre-emptive purchase from both separately. The pre-emptive purchase obligation does not apply to shares or warrants which a shareholder demanding a pre-emptive purchase has acquired after the pre-emptive purchase obligation has arisen.
Pre-emptive purchase price
The price of a pre-emptive purchase of shares is the higher of the following:
a) the weighted average of the trading prices of the shares during the last ten (10) trading days on Helsinki Exchanges before the day when the Company received from the Obliged Shareholder notice of reaching or exceeding the above-specified ownership or voting rights threshold or, should said notice be lacking or fail to arrive by the deadline, the day when the Company' s Board of Directors otherwise received word of it; b) the average price, weighted by the number of shares, which the Obliged Shareholder has paid for the shares which he has purchased or otherwise received during the last twelve (12) months preceding the date referred to above.
If an acquisition of title affecting the average price is denominated in foreign currency, its countervalue will be calculated in euros according to the exchange rate confirmed for said currency by the European Central Bank seven (7) days before the day on which the Board of Directors notifies the shareholders of the possibility of a pre-emptive purchase of shares.
The above provisions concerning the determination of the pre-emptive purchase price for shares shall also be applied to other securities subject to a pre-emptive purchase.
Pre-emptive purchase procedure
Within seven (7) days of the date when the obligation to exercise a pre- emptive purchase has arisen, the Obliged Shareholder shall notify the Company's Board of Directors thereof in writing at the Company's address. The notification shall contain particulars of the number of shares held by the Obliged Shareholder, specified by share series, as well as the numbers and prices of the shares, by share series, which the Obliged Shareholder has purchased or otherwise received during the past twelve (12) months. The notification shall state the address at which the Obliged Shareholder can be reached.
The Board of Directors shall inform shareholders that a pre-emptive purchase obligation has arisen within 45 days of the date when it has received notification as stated above or, in the absence of said notification or if it fails to arrive by the deadline, when the Board has otherwise received word that a pre-emptive purchase obligation has arisen. The notification shall contain particulars of the date when the purchase obligation arose and the grounds for determining the pre-emptive purchase price to the extent that the Board has knowledge of them as well as the final date when a demand to exercise pre-emption must be made. Notification to shareholders shall be made in accordance with the provisions of Article 11 of the Articles of Association concerning the delivery of a notice of meeting.
An Entitled Shareholder shall demand the exercise of pre-emption in writing within 30 days of announcement of the Board's notice concerning the obligation to make a pre-emptive purchase. The pre-emptive purchase demand which is delivered to the Company must set forth the number of those shares and other securities which the demand concerns. The shareholder demanding a pre-emptive purchase shall at the same time deliver to the Company any share certificates or other documents entitling him to receive shares so that these can be handed over to the Obliged Shareholder against the pre-emptive purchase price.
In so far as a demand has not been presented by the deadline in the manner specified above, a shareholder's right to demand a pre-emptive purchase shall lapse in respect of said pre-emption situation. An Entitled Shareholder shall have the right to cancel his demand as long as the pre- emptive purchase has not taken place.
Upon expiry of the fixed period reserved for Entitled Shareholders, the Board of Directors shall inform the Obliged Shareholder of the pre-emptive purchase demands that have been presented. The Obliged Shareholder shall, within 14 days of having received notification of pre-emptive purchase demands, remit the pre-emptive purchase price in the manner specified by the Board of Directors against transfer of the shares and their warrants or, in so far as the shares to be purchased through pre-emption are registered in book-entry accounts of the respective shareholders, against a receipt issued by the Company. In this case the Company must see to it that the pre-emptive purchaser is registered immediately in the relevant book-entry account as the owner of the shares purchased through pre- emption.
A pre-emptive purchase price which has not been remitted by the deadline will be subject to penalty interest of 16 per cent per annum counting from the day when the pre-emptive purchase should have been carried out at the latest. Should an Obliged Shareholder furthermore fail to observe the above provisions concerning the duty to inform, the penalty interest will be counted from the day when the duty to inform should have been complied with at the latest.
Should the Obliged Shareholder neglect to comply with the provisions of this article, the shares owned by the Obliged Shareholder and the shares which are taken into account in calculating the proportion based on the pre-emptive purchase obligation in the manner described above in this article shall confer the right to vote at general meetings of the Company's shareholders, unless otherwise provided for in mandatory legislation, only to the extent that the number of votes conferred by the shares is less than one third (1/3) or, correspondingly, less than 50 per cent of the aggregate number of votes conferred by all the Company's shares.
The obligation to make pre-emptive purchase pursuant to this article does not apply to a shareholder who can demonstrate that the ownership or voting rights threshold entailing the purchase obligation has been reached or exceeded before this provision of the Articles of Association has been entered in the Trade Register.
Disputes arising out of the above-described pre-emptive purchase obligation, the associated right to demand a pre-emptive purchase or the amount of the pre-emptive purchase price shall be settled through arbitration in the locality where the Company is domiciled in accordance with the regulations of the Arbitration Act (967/92). The arbitration procedure shall be governed by Finnish law.
Article 16 Arbitration clause
A dispute between the Company, on the one hand, and the Board of Directors, a member of the Board of Directors, the managing director, an auditor or a shareholder, on the other hand, shall be settled through arbitration in accordance with the Arbitration Act.
Translation from the official Finnish text.
Approved at the Annual General Meeting held on March 17, 2009.
TERMS OF SHARE OPTIONS TO THE LOYAL CUSTOMERS OF STOCKMANN
Maximum number of share options
STOCKMANN plc (hereinafter also referred to as the "Company" or "Stockmann") issues without payment to its loyal customers a maximum of 2 500 000 share options.
Each share option entitles its holder to subscribe for one (1) Series B share in STOCKMANN plc, with the nominal value of two (2) euros, in accordance with the share subscription terms set forth below.
Directing of share options
The share options will be issued in deviation from the shareholders' pre- emption right to subscription to a part of Stockmann's loyal customers in accordance with these terms. It is proposed to deviate from the shareholders' pre-emption right to subscription because the issuing of the share options is intended to offer loyal customers, who frequently do their shopping in the Company's stores, a significant benefit, which may reward the loyal customers for their purchase loyalty whilst at the same time strengthens the competitive position of Stockmann.
Issuance of share options
Share options are issued to such private persons who wish to receive options and who are Stockmann's loyal customers and whose registered purchases, together with registered purchases originating from parallel cards directed to the same account, from companies belonging to Stockmann Group during the time period of 1 January 2008 - 31 December 2009 exceed a total of EUR 6 000 (six thousand). For purchases of at least EUR 6 000 (six thousand), the loyal customers shall without payment receive 20 (twenty) options. In addition, for every full EUR 500 (five hundred), with which the purchases, calculated as mentioned above, exceed EUR 6 000, the loyal customer shall receive additionally two (2) options.
The Company shall at the latest in February 20010 send each loyal customer entitled to share options a letter, in which the maximum number of share options granted to the loyal customer is stated. In addition to the details of the loyal customer card holder, the letter will include information on the holders of parallel cards directed to the same account as on 31 December 2009 and the amount of their purchases affecting the issuance of share options. The share options will be issued when the Company has received from the loyal customer a written consent to the offer for the number of share options to be issued.
Should the total amount of options to be issued based on the purchases exceed 2 500 000 (two million five hundred thousand), the Board of Directors of the Company shall have the right to reduce the amount of options to be issued to the loyal customers in such a way that the total amount of options to be issued will not exceed 2 500 000 (two million five hundred thousand). In such a case the amount of options issued to the loyal customer shall be reduced in proportion to the purchases affecting the amount of options to be issued, however, so that each person entitled to options will get at least 20 (twenty) options. If this minimum amount cannot be issued to each loyal customer entitled to options, the Board of Directors of the Company has the right to change these option subscription terms and to decide upon any other conditions relating to the issuance of options in such a case.
To the extent that all options are not issued according to the above, they will expire on 31 December 2010 unless the Board of Directors of the Company decides to continue such time period.
Transfer of options
The options are personal and can be transferred only based on matrimonial right to property, inheritance or a will. The right to options cannot be transferred before the options have been issued to the loyal customer. The loyal customer may, however, transfer his/her right to options, either wholly or partially, to a holder of a parallel card on 31 December 2009 directed to the same account. The right to options can only be transferred so that each recipient will receive a minimum of 20 (twenty) options, except when the amount of options issued to the loyal customer is smaller than this.
When the Company issues the options, it will establish a register (hereinafter referred to as the "Option Register"), which includes the following details of the person entitled to the options: name, personal identification number, address and amount of options. The right to subscribe for shares is determined based on the Option Register. A person entitled to options has upon request a right to receive from the Company a certificate indicating the right to participate in the subscription issue and its conditions.
Terms of subscription of shares
Subscription of shares based on the share options
The number of shares subscribed for based on the share options may amount to a maximum of 2 500 000 new Series B shares in Stockmann plc of a nominal value of two (2) euros. The share capital of the Company may increase by a maximum of EUR 5 000 000 (five million) and the number of Series B shares with a maximum of 2 500 000 (two million five hundred thousand) as a result of the subscriptions.
Share subscription right and the minimum and maximum amount of the subscription
The right to subscribe for shares is granted to a loyal customer or a holder of a parallel card, to whom options have been transferred as described above or to whom the right to options has been transferred based on matrimonial right to property, inheritance or a will. The Company will before the commencement of the subscription period send more detailed instructions relating to the subscription of shares to the persons entitled to subscription at the address noted in the Option Register.
Each option entitles its holder to subscribe for one (1) Series B share in STOCKMANN plc of the nominal value of two (2) euros. The minimum amount of share subscription is 20 (twenty) Series B shares, or a smaller amount of shares based on the amount of options issued, and the maximum amount the total amount of options that has been noted in the Option Register of the subscriber. The share subscription price shall be entered into the reserve for invested unrestricted equity.
The share subscription period
The loyal customer has the right to subscribe for shares during the subscription period alternatively either 2 May 2011 - 31 May 2011, or 2 May 2012 - 31 May 2012. The person entitled to subscription shall subscribe for all his/her shares at the same time.
The share subscription price and the subscription of shares
The subscription price for the shares shall be the trading-volume weighted average price for the Stockmann plc's Series B shares on the Helsinki Exchange during the period of 1 February - 28 February 2009. The share subscription price of the share options shall be deducted 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, as per the dividend record date.
The Board of Directors of the Company shall before the commencement of the subscription period inform of the subscription price, the place for subscription and the procedure for subscribing shares. If no other procedure has been announced, the subscription of shares based on the share options shall take place at the Head Office of STOCKMANN plc. The shares shall be paid for when subscribed for.
Approval of subscriptions
The Board of Directors of the Company will approve of all subscriptions that are made in accordance with the subscription terms and the Option Register.
The registering of the shares in the book-entry accounts and the commencement of trade
It is the intention of the Company that the shares shall be registered in the book-entry account notified by the subscriber by 30 June 2011 and 30 June 2012.
The shares shall be subject to public trade as of the date of the registration of the increase of share capital in the Trade Register.
The shares subscribed for based on the share options entitle to dividend for the financial year during which the shares have been subscribed for. Other rights will commence as of the date of the registration of the increase of share capital in the Trade Register.
Issues of shares and of options and other special rights entitling holders to shares before the share subscription
Should STOCKMANN plc before the end of the share subscription period increase its share capital or issue share options or other special rights entitling holders to shares, the share option holders shall have the same right as, or an equal right to, that of the shareholders. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription price or both of these.
Option holders' rights in certain cases
If STOCKMANN plc decreases its share capital before the share subscription, the subscription right based on the terms of the share options shall be adjusted accordingly as specified in the resolution to decrease the share capital.
If STOCKMANN plc is placed into liquidation before the share subscription, the share option holders shall be reserved an opportunity to exercise their share subscription rights within a period of time before the placing into liquidation set forth by the Board of Directors. After this, the right to subscription ceases to exist. If STOCKMANN plc is deleted from the register before the share subscription, the share option holders shall have the same right as, or an equal right to, that of the shareholders.
If STOCKMANN plc resolves to merge into another company as merging company or merge with a company to be formed in a combination merger, or if the Company resolves to be demerged entirely, the share option holders shall, prior to the merger or demerger, be given the right to subscribe for shares with their share options within a period of time determined by the Board of Directors. After this, the right to subscription ceases to exist.
If STOCKMANN plc resolves to acquire its own shares after the commencement of the share subscription period by an offer to all shareholders, the share option holders shall be given an equal offer. In any other case, the acquiring of own shares does not require any actions by the Company as regards the options.
If a redemption right and obligation to all shares of STOCKMANN plc, as referred to in Chapter 18 Section1 of the Finnish Companies Act, arises to any of the shareholders before the end of the share subscription period on the basis that a shareholder possesses over 90 per cent of the shares and the voting power of the shares of STOCKMANN plc, or if a redemption obligation as set forth in the Articles of Association of STOCKMANN plc arises, the share option holders shall be given a possibility to use their right to share subscription by virtue of the share options within a period of time determined by the Board of Directors.
If the nominal value of the shares is changed while the share capital remains unchanged, the share subscription terms of the share options shall be amended so that the total nominal value of the shares available for subscription and the total subscription price remain unchanged.
In case STOCKMANN plc is changed from being a public company to a private company, the terms of the share options shall not be affected.
The Board of Directors of STOCKMANN plc shall decide on all other matters relating to the issuance of share options and the subscription of shares, and shall give more detailed instructions on the procedure for carrying out the subscriptions. The documents relating to the share options can be seen at the Company's Head Office in Helsinki.