Stockmann - Decisions of general meeting

Decisions by Stockmann’s Annual General Meeting

STOCKMANN plc, Decisions of annual general meeting 15.3.2016 at 19:00 EET
The Annual General Meeting of Stockmann plc, held in Helsinki on 15 March 2016,
adopted the financial statements for the financial year 1 January - 31 December
2015, granted discharge from liability to the responsible officers and, in
accordance with the proposal of the Board of Directors, resolved not to pay a
dividend for the financial year 2015.
The General Meeting also decided on the composition and remuneration of the
Board of Directors and the selection and remuneration of the auditor in
accordance with the proposals presented. A Shareholders' Nomination Board will
be appointed to prepare proposals for the next Annual General Meeting on the
composition and remuneration of the Board of Directors.
The Annual General Meeting rejected the proposal to authorize the Board of
Directors to decide on the issuance of shares. The Annual General Meeting also
rejected a shareholder's proposal for the combination of share series.
CEO’s review
At the Annual General Meeting, Stockmann’s CEO Per Thelin gave an overview of
Stockmann’s strategy implementation and performance in 2015. The new strategy
was introduced in December 2014, and Stockmann has carried out several actions
in line with the strategy during 2015. The company has withdrawn from several
non-core businesses, the most important being the divestment of Russian
department store operations which took place on 1 February 2016. The company now
focuses on retail operations under the Stockmann and Lindex brands and real
estate operations. Measures will continue in all three divisions, in order to
improve the customer experience and efficiency. The aim is that the operating
result excluding non-recurring items is slightly positive in 2016.
Composition and remuneration of the Board of Directors
In accordance with the proposal of the Shareholders' Nomination Board, the
Annual General Meeting resolved that eight members be elected to the Board of
Directors. In accordance with the Nomination Board’s proposal, Kaj-Gustaf Bergh,
Jukka Hienonen, Torborg Chetkovich, Per Sjödell, and Dag Wallgren were re
-elected as members of the Board of Directors. Following the announcements by
Kari Niemistö, Charlotta Tallqvist-Cederberg, and Carola Teir-Lehtinen that they
will no longer be available as members, Susanne Najafi, Leena Niemistö and
Michael Rosenlew were elected as new members. The Board members’ term of office
will continue until the end of the next Annual General Meeting.
It was resolved to keep the Board members’ fixed annual remuneration unchanged,
and the remuneration will continue to be paid mainly in shares. The members of
the Board are also paid a meeting remuneration for each Board and committee
meeting, as decided by the Annual General Meeting.
Auditors
Henrik Holmbom, Authorized Public Accountant, and Marcus Tötterman, Authorized
Public Accountant, were re-elected as regular auditors. KPMG Oy Ab, a firm of
authorised public accountants, will continue as the deputy auditor. The auditors
will be paid in accordance with approved invoices.
Board’s authorisation to decide on the issuance of shares
The Annual General Meeting rejected after voting the proposal to authorize the
Board to decide on the issuance of shares.
Combination of share series
The Annual General Meeting rejected after voting a proposal by the company's
shareholder HTT STC Holding Ltd for the combination of share series.
Organisational meeting of the Board of Directors
The Board of Directors, which convened after the Annual General Meeting, elected
Jukka Hienonen as its Chairman, and Leena Niemistö as its Vice Chairman. The
Board has assessed the independence of its members in accordance with
Recommendation 10 in the Finnish Corporate Governance Code 2015. According to
the assessment all eight members of the Board elected at the Annual General
Meeting are independent of the company. Five of the company's board members are
independent of major shareholders (Jukka Hienonen, Torborg Chetkovich, Susanne
Najafi, Leena Niemistö, and Per Sjödell).
The Board of Directors decided to establish an Audit Committee and a
Compensation Committee among its members. Dag Wallgren was elected as Chairman
of the Audit Committee, and Torborg Chetkovich and Michael Rosenlew were elected
as the other members of the committee. Jukka Hienonen was elected as Chairman of
the Compensation Committee and Kaj-Gustaf Bergh and Leena Niemistö as the other
members of the committee.
Further information:
Jukka Naulapää, Director, Legal Affairs, tel. +358 9 121 3850
www.stockmanngroup.com
STOCKMANN plc
Per Thelin
CEO
Distribution:
Nasdaq Helsinki
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