Share capital and share issues

Loyal Customer share options 2012

Subscription of shares with Stockmann Loyal Customer share options 2012

The loyal customer share options were given to loyal customers on the basis of their 2012 and 2013 purchases. The options entitle to subscribe for Stockmann Series B shares at a price of EUR 14.86/share during the subscription period 2.5. – 31.5.2015.

The market price of Stockmann plc Series B share was EUR 7.20 at 30 April 2015. When these conditions remain the acquisition of shares in public trading is more advantageous than with options.

The option programme ends on 31 May 2015, wherafter the unused share options will lapse.

Additional Information:
Loyal Customer Service at the Helsinki city center department store: Tel. +358 9 1211 or kanta-asiakas@stockmann.com

Loyal Customer share options 2012

The Annual General Meeting held on 15 March 2012 decided that share options be issued, in deviation from the shareholders’ pre-emptive rights, to the Loyal Customers of Stockmann. The subscription price is EUR 14.86 per Series B share in May 2014.

Share options are issued to Loyal Customers, whose purchases in companies belonging to the Stockmann Group together with purchases originating from parallel cards directed to the same account during the time period 1 January 2012 – 31 December 2013 amounted to a total of at least EUR 6 000. For purchases of at least EUR 6 000, the loyal customers will, without payment, receive 20 share options. In addition, for every full EUR 500, by which the purchases exceed EUR 6,000, the loyal customer will receive an additional two share options.

Each share option entitles its holder to subscribe for one share of the Company’s Series B shares. The subscription price for the shares shall be the volume-weighted average price for the Series B share on the Helsinki stock exchange during the time period of 1 – 29 February 2012, i.e. EUR 16.36. The share subscription price with the share options will be deducted as per the dividend record date by the amount of the dividend decided after the beginning of the subscription price determination period but before the share subscription. In May 2015, the subscription price is EUR 14.86 per share. The exercise periods for the share options will be 2 – 31 May 2014 and 2 – 31 May 2015. As a result of the subscriptions, the Company’s share capital may increase by a maximum of EUR 5 000 000 and the number of shares by a maximum of 2 500 000 new Series B shares.

Terms of the loyal customer share options 2012

The share subscription prospectus for the loyal customer share options 2012 (in Finnish)

Key employee share options 2010

In accordance with the proposal of the Board, the Annual General Meeting resolved that, in deviation from shareholders’ pre-emptive rights, the key personnel of Stockmann and its subsidiaries be granted 1 500 000 share options. The deviation from the shareholders’ pre-emptive rights was proposed because the share options are part of the incentive and commitment scheme for the Group’s key personnel and constitutes an important element in maintaining the Company’s competitive advantage on the international recruitment market. Of these share options, 500 000 will be classified as share options 2010A, 500 000 as share options 2010B and 500 000 as share options 2010C. The subscription period for shares with the share options 2010A will be 1 March 2013 – 31 March 2015, with the share options 2010B 1 March 2014 – 31 March 2016 and with the share options 2010C 1 March 2015 – 31 March 2017. Each share option entitles its owner to subscribe for one (1) Stockmann plc Series B share, which means the share options entitle their owners to subscribe a maximum total of 1 500 000 shares.

The share subscription price with the share option 2010A will be the volume-weighted average price of the Series B share on the Helsinki stock exchange during the period 1 – 28 February 2010 increased by 20 per cent, i.e. EUR 26.41. The share subscription price with the share option 2010B will be the volume-weighted average price of the Series B share on the Helsinki stock exchange during the period 1 – 28 February 2011 increased by 10 per cent, i.e. EUR 25.72 . The share subscription price with the share option 2010C will be the volume-weighted average price of the Series B share on the Helsinki stock exchange during the period 1 – 29 February 2012 increased by 10 per cent, i.e. EUR 18.00. The share subscription price with the share options will be decreased on each record date for dividend distribution by the amount of dividend decided after the beginning of the subscription price determination period but before the share subscription.

Terms of the key personnel share options 2010

Loyal customer share options 2008

In general
In May 2012 was the last possibility to subscribe shares with Stockmann’s loyal customer share options 2008. The subscription period ended 31.5.2012. 

The Annual General Meeting 2008 approved the Board of Directors’ proposal on granting share options to Stockmann’s Loyal Customers. In accordance with the resolution of the Annual General Meeting, a total maximum of 2 500 000 share options will be granted to Stockmann’s Loyal Customers without consideration. The share options will be granted to Loyal Customers whose purchases during 1 January 2008 – 31 December 2009, together with purchases made on parallel cards for the same account are at least EUR 6 000 in total amount. For purchases of at least EUR 6 000, a Loyal Customer received 20 share options without consideration. In addition, for each full 500 euros by which the purchases exceed EUR 6 000, the Loyal Customer received two additional share options. Each share option entitles its holder to subscribe for one of the company’s Series B shares. A total of 1 248 739 loyal customer share options were subscribed.

Terms of the loyal customer share options 2008

Laws of certain countries imposes restrictions on the share subscription and the sale of shares. The shares for subscription has not been or will not be registered outside Finland, and may not be offered or sold outside Finland. Therefore persons living outside Finland, do not necessarily have the right to subscribe for or otherwise acquire subscribed shares. The Company expects that persons involved in the subscription of shares acquire relevant information concerning the restrictions and comply with them.

Subscription period
The subscription period in 2012 was 2 – 31 May 2012. If the shares were not subscribed, the options expired and became worthless.

Subscription price
The subscription price for shares with loyal customer share options in 2011 was EUR 8.79/share and in 2012 EUR 8.29/share.

In accordance with the resolution of the Annual General Meeting on 17 March 2009, the subscription price 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. The subscription price of a share to be subscribed for with the share options will be lowered by the amount of Stockmann plc dividends paid after the end of the determination period for the share price, counting from the record date up to the date of the share subscription. The subscription price after the rights issue of 2009 and the dividend payout decided by the Annual General Meeting for the 2011 financial year was in May 2012 EUR 8.29/share. The subscription right can be used only once and the minimum subscription amount is 20 Stockmann shares.

Subscription
The share subscription is arranged by Handelsbanken. The share subscription and payment can easily be made at several subcription places:

• with personal netbank codes (Nordea, Handelsbanken, Osuuspankki, Sampo Pankki, Tapiola, Aktia, Säästöpankki/POP) in the electronical subscripton service: www.handelsbanken.fi/stockmann
• at loyal customer services in Stockmann’s department stores in Finland
• at Handelsbanken’s bank branches in Finland

For the share subscription, you need to have a personal book-entry account in any bank or Euroclear Finland Oy (previously Finnish Central Securities Depositary Ltd).

Documents related to the share subscription
The share subscription prospectus (in Finnish)
Stockmann plc: Financial Statements and auditors’ report 2011
Stockmann plc: Financial Statements and auditors’ report 2010
Stockmann plc: Financial Statements and auditors’ report 2009

The registration of the shares at the book-entry account
The subscribed shares will be registered at the subsriber’s book-entry account after the company’s increased share capital has been registered in the Trade Register, approximately 29 June 2012.

Key employee share options 2006

The Annual General Meeting held on 21 March 2006 approved the Board of Directors’ proposal on granting share options to key employees of the Stockmann Group. A total of 1 500 000 share options were granted to key employees belonging to the senior and middle management of Stockmann and its wholly-owned subsidiary. Of the share options, 375 000 were bearing the marking 2006A, 375 000 the marking 2006B, 375 000 the marking 2006C, and 375 000 the marking 2006D. The subscription period for shares with share option 2006A was 1 March 2008 – 31 March 2010, with share option 2006B 1 March 2009 – 31 March 2011 and with share option 2006C 1 March 2010 – 31 March 2012. No share subscriptions were made with the share options 2006A, 2006B and 2006C. The share options 2006D lapsed 31.12.2010, as the criteria linked to the Group’s financial targets as determined by the Board of Directors prior to the distribution of these share options weren’t met.