NOTICE OF STOCKMANN'S ANNUAL GENERAL MEETING
STOCKMANN plc STOCK EXCHANGE RELEASE February 28, 2005, at 9.00
NOTICE OF STOCKMANN'S ANNUAL GENERAL MEETING
Notice is hereby given to the shareholders of Stockmann plc that the company's Annual General Meeting will be held on Tuesday, March 29, 2005, at 4.00 p.m. at the Finlandia Hall at the address Karamzininkatu 4, Helsinki. In addition to an advance registration, shareholders must register at the meeting venue as of 2.30 p.m. Registration for the meeting is requested to be made no later than 3.45 p.m. Free parking will be provided for attendees in the parking lot of Finlandia Hall.
The following items are on the agenda:
1. The matters belonging to the competence of the Annual General Meeting under Article 14 of the Articles of Association.
2. Amendment of the Articles of Association
Proposal of the Board of Directors for the partial amendment of Articles 2, 11 and 12 of the Articles of Association. The main content of the proposed amendments is as follows: - Article 2 to be amended such that the company can also be engaged in restaurant business. - Article 11 to be amended in accordance with the amendments to the Finnish Companies' Act such that a notice of General Meeting must be published 17 days before the General Meeting at the latest. Also Article 12 is to be amended in accordance with the amendments to the Finnish Companies' Act such that a shareholder has to register to the General Meeting no later than at the date mentioned in the notice, which can be no earlier than 10 days before the General Meeting.
3. Proposal for authorizing the Board of Directors to decide on the transfer of own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on the transfer of a maximum of 401,172 of the company's own Series B shares. The authorization comprises the right to transfer shares in one or more instalments in deviation from shareholders' pre-emptive rights. Shares may be transferred as consideration in acquisitions that may be made or in connection with other structural arrangements, be used as a part of the company's incentive and compensation system, be used for the payment of share bonuses to the Board of Directors, or they can be sold in public trading. The transfer must take place in a public trade at the fair value from time to time. The authorization is valid for a period of one year from the closing of the Annual General Meeting.
Financial statement documents and proposals by the Board of Directors
The financial statement documents and the above-mentioned proposals by the Board of Directors are available for inspection of shareholders as from March 21, 2005, at the company's Head Office, Aleksanterinkatu 52 B, 8th floor, Helsinki (Christina Harjunpää). Copies of the documents will be sent to shareholders upon request.
Participation in the Annual General Meeting
Those shareholders are entitled to participate in the Annual General Meeting, who have been entered on Friday, March 18, 2005, as shareholders in the Shareholder Register kept by Finnish Central Securities Depository Ltd and who have registered for the meeting no later than on Thursday, March 24, 2005. Also a shareholder whose shares have not been transferred to the book- entry system has the right to participate in the Annual General Meeting provided that the shareholder has been registered in the company's Share Register before September 28, 1994. In this case the shareholder must present, at the Annual General Meeting, his share certificates or other documentation indicating that title to the shares has not been transferred to the book-entry system. Shareholder wishing to participate in the Annual General Meeting must notify the company of his intention to attend no later than on Thursday, March 24, 2005, by 4.00 p.m. by telephoning +358 9 121 4010 or via the Company's Internet-site www.stockmann.fi. If a participant in the meeting represents a shareholder by proxy, we kindly request that proxy forms for a designated person are delivered to the company no later than by March 24, 2005, at the address Stockmann plc, Heini Köpsi, P.O. Box 147, FI- 00381 Helsinki.
Payment of dividend
The Board of Directors is proposing to the Annual General Meeting that a dividend of EUR 1.00 per share be paid for the financial year 2004. It is proposed that the dividend for the financial year 2004 be paid out on April 8, 2005, to shareholders who on the record date for dividend payments, April 1, 2005, have been entered as shareholders in the Shareholder Register kept by Finnish Central Securities Depository Ltd. In respect of those shareholders who have not transferred their share certificates to the book-entry system by the record date, the dividend will be paid to them after they have transferred their shares to the book- entry system.
Composition of the Board of Directors
The Board's Appointments and Compensation Committee is proposing to the Annual General Meeting that seven members be elected as members of the Board of Directors and that the Board's present members, Lasse Koivu, managing director, Föreningen Konstsamfundet r.f., Erkki Etola, managing director, Oy Etola Ab, Professor Eva Liljeblom, Kari Niemistö, managing director, Oy Selective Investor Ab, Christoffer Taxell, LL. M., Carola Teir-Lehtinen, Senior Vice President, Fortum Corporation, and Henry Wiklund, managing director, Svenska litteratursällskapet i Finland r.f., having given their consent, be re-elected, to a period of office up to the end of the next Annual General Meeting.
The Board of Directors is proposing that the auditors for year 2005 be elected authorized public accountant Wilhelm Holmberg and authorized public accountant Henrik Holmbom in accordance with their consents. The substitute accountant is proposed to be elected authorized public accountant corporation KPMG Oy Ab.
Helsinki, February 15, 2005
Board of Directors
Hannu Penttilä CEO
DISTRIBUTION Helsinki Exchanges Principal media