Stockmann - Notice to general meeting

Notice to Stockmann’s Annual General Meeting

STOCKMANN plc, Notice to general meeting 15.2.2017 at 8:00 EET

Notice is given to the shareholders of Stockmann plc to the Annual General
Meeting to be held on Thursday 23 March 2017 at 14:00 at Finlandia Hall in
Helsinki (address: Mannerheimintie 13). The reception of participants who have
registered for the meeting and the distribution of voting tickets will commence
at 12:30.

A. At the General Meeting, the following matters will be considered:

1. Opening of the Meeting

2. Calling the Meeting to order

3. Election of persons to confirm 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 Annual Accounts, the report by the Board of Directors and
the Auditor’s report for the year 2016
Review by the CEO

7. Adoption of the Annual Accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes that no dividend be paid for the financial year
2016.

9. Resolution on the discharge from liability of the members of the Board of
Directors and the CEO

10. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the annual remuneration of the
members of the Board of Directors remain at the present level and that the net
amount of the remuneration after taxes be paid in shares. The Chairman of the
Board of Directors is proposed to be compensated EUR 76 000, the Vice Chairman
EUR 49 000 and other members EUR 38 000 each for the term of office ending at
the closing of the 2018 Annual General Meeting. Additionally, it is proposed
that the Chairman of the Board be paid EUR 1 000 and each Board member be paid
EUR 500 as a meeting remuneration for each meeting of the Board of Directors,
the Chairman of the Audit Committee be paid EUR 1 000 and each member be paid
EUR 700 as a meeting remuneration for each meeting of the Audit Committee, and
the Chairman and each member of the Compensation Committee be paid EUR 500 as a
meeting remuneration for each meeting of the Compensation Committee. Stockmann
plc is responsible for the statutory social security and pension costs of non
-Finnish members of the Board in accordance with the applicable national law.

11. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes that the number of members of the
Board of Directors remains eight (8).

12. Election of members of the Board of Directors
The shareholders’ Nomination Board proposes that the present members of the
Board of Directors, Kaj-Gustaf Bergh, Jukka Hienonen, Susanne Najafi, Leena
Niemistö, Michael Rosenlew, Per Sjödell and Dag Wallgren, all having given their
consents, be re-elected for the term of office continuing until the end of the
next Annual General Meeting.

Board member Torborg Chetkovich has informed that she will no longer be
available as member of the company's Board of Directors. The Nomination Board
proposes that LL.M, M.Sc.(Econ.) Esa Lager with his consent, be elected new
Board members for the term of office stated above. Esa Lager (b. 1959, Finnish
citizen) is professional Board member and he has earlier had several management
positions in the Outokumpu Group, e.g. as deputy to CEO and CFO. Biographical
details of Esa Lager, as well as an evaluation regarding his independence, are
available on the company’s website www.stockmanngoup.com.

13. Resolution on the remuneration of the auditor
The Audit Committee of the Board of Directors proposes that the auditors to be
elected be reimbursed as per invoice approved by the Board of Directors.

14. Election of auditor
The Audit Committee of the Board of Directors proposes that Henrik Holmbom,
Authorized Public Accountant and Marcus Tötterman, Authorized Public Accountant,
be elected as auditors, both having given their consents. It is proposed that
KPMG Oy Ab, a firm of Authorized Public Accountants, be elected as deputy
auditor.

15. Appointment of the Shareholders’ Nomination Board
The Board of Directors proposes that the Annual General Meeting resolves to
appoint a permanent Shareholders’ Nomination Board to yearly prepare proposals
on the composition and remuneration of the Board of Directors to the Annual
General Meeting, and if necessary to an Extraordinary General Meeting, in
accordance with the following.

The Shareholders’ Nomination Board would consist of representatives appointed by
each of the four largest shareholders. In addition, the Chairman of the Board of
Directors would serve as an expert member.

The right to appoint a representative belongs to the four shareholders who hold
the largest share of voting rights in the company based on their shareholdings
registered in the shareholders’ register maintained by Euroclear Finland Ltd on
the first working day of September preceding the Annual General Meeting. Should
a shareholder not wish to exercise his/her nomination right, the right shall be
transferred to the next largest shareholder who otherwise would not be entitled
to nominate a member.

The Shareholders’ Nomination Board will be convened by the Chairman of the Board
of Directors and it will elect a chairman from among its members.

The Nomination Board is established to exist and serve until the Annual General
Meeting decides otherwise. The members shall be nominated annually and their
term of office shall end when new members are nominated to replace them.

16. Closing of the Meeting

B. Documents of the General Meeting

The proposals for the decisions on the matters on the agenda of the General
Meeting as well as this notice are available on Stockmann plc’s website at
www.stockmanngroup.com. The Annual Report, the report of the Board of Directors
and the Auditor’s report of Stockmann plc, will be available on the above
-mentioned website no later than 2 March 2017. The proposals for decisions and
other documents mentioned above will also be available at the Meeting. Copies of
these documents and of this notice will be sent to shareholders upon request.
The minutes of the Meeting will be available on the above-mentioned website as
from 6 April 2017.

C. Instructions for the participants in the General Meeting

1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on 13 March 2017 in the shareholders’
register of the company kept by Euroclear Finland Ltd is entitled to participate
in the General Meeting. A shareholder whose shares are registered in his/her
personal Finnish book-entry account is registered in the shareholders’ register
of the company.

A shareholder, who is registered in the shareholders’ register of the company
and who wants to participate in the General Meeting, shall register for the
Meeting no later than 17 March 2017 at 16:00 by giving a prior notice of
participation to be received by the company no later than on the above-mentioned
date. Such notice can be given:

a) on the company’s website www.stockmanngroup.com;
b) by telephone + 358 20 770 6891 (Euroclear Finland Ltd); or
c) 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 state his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data provided to Stockmann plc is
used only in connection with the General Meeting and the processing of related
registrations.

2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she, on the record
date of the General Meeting, i.e. on 13 March 2017, would be entitled to be
registered in the shareholders’ register of the company kept by Euroclear
Finland Ltd. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
in the temporary shareholders’ register kept by Euroclear Finland Ltd no later
than on 20 March 2017 at 10:00 am. As regards nominee registered shares this
constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request, without delay,
necessary instructions regarding the registration in the temporary shareholder’s
register of the company, the issuing of proxy documents and registration for the
General Meeting from his/her custodian bank. The account management organization
of the custodian bank will register a holder of nominee registered shares, who
wants to participate in the General Meeting, in the temporary shareholders’
register of the company at the latest by the time stated above.

3. Proxy representative and powers of attorney
A shareholder may participate in the 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 General Meeting. When a
shareholder participates in the General Meeting by means of several proxy
representatives representing the shareholder with shares in different securities
accounts, the shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration for the
General Meeting.

Possible proxy documents should be delivered in originals to Stockmann plc,
Annual General Meeting, P.O. Box 220, 00101 Helsinki, Finland before the last
date of registration.

4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the 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 to the General Meeting, 15 February 2017, Stockmann
plc has a total of 30 530 868 Series A shares and 41 517 815 Series B shares
representing 305 308 680 votes attached to Series A shares and 41 517 815 votes
attached to Series B shares.

Free parking is available in Q-Park Finlandia for participants in the Annual
General Meeting.

The venue’s doors will open at 12:30.

Helsinki, 15 February 2017

STOCKMANN PLC
The Board of Directors

Further information:
Jukka Naulapää, Director, Legal Affairs, tel. +358 9 121 3850

www.stockmanngroup.com

STOCKMANN plc

Lauri Veijalainen
CEO

Distribution:
Nasdaq Helsinki
Principal media