NOTICE OF STOCKMANN'S ANNUAL GENERAL MEETING
STOCKMANN plc Notice to convene annual general meeting 12.2.2010 at 8.00
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 on Tuesday 16 March 2010 at 16:00 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 2009 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 that a dividend of EUR 0.72 per share be paid for the financial year 2009. The record date for the dividend distribution is 19 March 2010. The Board of Directors proposes that the dividend be paid out on 7 April 2010.
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 that the remuneration of the members of the Board of Directors remain the same and 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 2011 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.
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 be raised from the current seven (7) to eight (8).
12. Election of members of the 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 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, 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 M.Sc. (Econ.) Charlotta Tallqvist-Cederberg be elected as a new Board member according to her consent for the term of office stated above. Biographical details of Charlotta Tallqvist-Cederberg are available on the company's website.
13. Resolution on the remuneration of the auditor The Board of Directors proposes 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 issue share options to key personnel of Stockmann Group The Board of Directors proposes to the Annual General Meeting that a total of 1,500,000 share options be issued without payment, in deviation from the shareholders' pre-emptive rights, to the key personnel of Stockmann plc and its subsidiaries. It is proposed to deviate from the shareholders' pre-emptive rights because the share options are a part of the incentive and commitment scheme for the Group's key personnel and constitute an important element in preserving the company's competitive advantage on the international recruitment market.
Of the share options 500,000 shall be marked with the identifier 2010A, 500,000 with the identifier 2010B, and 500,000 with the identifier 2010C. The share subscription period for the share options 2010A shall be 1 March 2013 - 31 March 2015, for share options 2010B 1 March 2014 - 31 March 2016 and for share options 2010C 1 March 2015 - 31 March 2017. Each share option entitles its owner to subscribe for one Stockmann plc Series B share so that the share options in total entitle to subscribe for a maximum of 1,500,000 shares. The share subscription price relating to the share options 2010A shall be the trade volume weighted average price of the company's Series B shares on the Helsinki stock exchange during the period 1 February - 28 February 2010 increased by a minimum of 10 per cent, the share options 2010B the trade volume weighted average price of the company's Series B shares on the Helsinki stock exchange during the period 1 February - 28 February 2011 increased by a minimum of 10 per cent, and the share options 2010C the trade volume weighted average price of the company's Series B shares on the Helsinki stock exchange during the period 1 February - 29 February 2012 increased by a minimum of 10 per cent. The subscription price of each share subscribed for based on the share options shall be decreased on the record date for each dividend payout by the amount of dividend decided after the commencement of the determination period for the subscription price and prior to the share subscription. As a result of the subscriptions, the share capital of the company may increase by a maximum of EUR 3,000,000.
16. Closing of the meeting
B. Documents of the Annual General Meeting The proposals of the Board of Directors and its Committee relating to the agenda of the Annual General Meeting, this notice, the company's financial statements as well as the report of the Board of Directors and the auditor's report are available on Stockmann plc's website at www.stockmann.com no later than 22 February 2010. The proposals of the Board of Directors and its Committee as well as the documents relating to 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 4 March 2010, is registered in the shareholders' register of the company maintained by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. All shareholders with shares registered in a personal Finnish book-entry account will be registered in the shareholders' register of the company.
A shareholder who is registered in the shareholders' register of the company and wishes to participate in the Annual General Meeting shall register for the meeting no later than Monday, 8 March 2010 at 16:00 by giving a prior notice of participation. 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 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. The personal data given to Stockmann plc is used only in connection with the Annual General Meeting and with the processing of related registrations.
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 in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual 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 meeting. Any 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.
3. Holders of nominee registered shares A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders' register of the company, the issuing of proxy documents and the registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be entered into the temporary shareholders' register of the company at the latest on 11 March 2010 at 10:00.
4. Other instructions and information Pursuant to chapter 5, section 25 of the Finnish 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.
On the date of this notice, 11 February 2010, Stockmann plc had a total of 30,627,563 Series A shares and 40,466,390 Series B shares, and the total number of votes carried by Series A shares was 306,275,630 and by Series B shares 40,466,390.
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, 12 February 2010
Stockmann plc Board of Directors
Hannu Penttilä CEO
DISTRIBUTION NASDAQ OMX Principal media