Stockmann - Notice to general meeting

Notice of Stockmann’s Annual General Meeting

Helsinki, Finland, 2012-02-09 07:00 CET (GLOBE NEWSWIRE) -- STOCKMANN plc,
Notice to convene annual general meeting 9.2.2012 at 8:00 EET 

Notice is given to the shareholders of Stockmann plc to the annual general
meeting to be held on Thursday 15 March 2012 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 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 annual accounts, the report of the board of directors
and the auditor's report for the year 2011 
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 a dividend of EUR 0.50 per share be paid
for the financial year 2011. The record date for the dividend distribution is
20 March 2012. The Board of Directors proposes that the dividend be paid out on
25 April 2012. 

9. Resolution on the discharge of 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 at the
present level and that the net amount after taxes of the remuneration 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 2013 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.
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 Appointments and Compensation Committee of the Board of Directors proposes
that the number of members of the Board of Directors remains eight (8). 

12. Election of members of the board of directors
Following the announcement by Managing Director Erkki Etola, Deputy Chairman of
the Board, that he will no longer be available as a member of the company´s
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 Kaj-Gustaf Bergh, Professor Eva
Liljeblom, Managing Director Kari Niemistö, M.Sc. (Econ.) Charlotta
Tallqvist-Cederberg, M.Sc. Carola Teir-Lehtinen and Managing Director Dag
Wallgren, 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 the Managing Director Per Sjödell be elected as a new
Board member according to his consent for the term of office stated above. 
Biographical details of Per Sjödell are available on the company's website
www.stockmanngoup.fi 

13. Resolution on the remuneration of the auditor
The Board of Directors proposes that the auditor to be chosen be compensated as
per invoice approved by the Board of Directors. 

14. Election of auditor
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. A proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes to the Annual General Meeting of Shareholders
that the Articles of Association be amended as follows: 
- section 4 of the Articles of Association concerning the record date be
removed, and the numbering of the Articles of Association be changed
correspondingly; 
- the wording of section 7 (after the amendment section 6) be changed to
correspond to the terminology of the Companies Act by replacing the references
to signing for the company by references to representing the company; 
- section 11 (after the amendment section 10) of the Articles of Association be
amended to correspond to the Companies Act so that the notice convening an
Annual General Meeting of Shareholders shall be published no more than three
months before the record date for the Annual General Meeting of Shareholders
referred to in chapter 4, section 2(2) of the Companies Act and no less than
three weeks before the Annual General Meeting of Shareholders, however, at
least nine days before the said record date. In addition, it is proposed that
the section be amended so that the notice to convene the Annual General Meeting
of Shareholder shall be published in a newspaper which is determined by the
Board of Directors and comes out in the Helsinki area or on the Company's
internet site; and 
- the wording relating to the business of the Annual General Meeting of section
14 (after the amendment section 13) be amended to correspond to the terminology
of the Companies Act. 

16. A proposal by the Board of Directors to issue share options to the Loyal
Customers of Stockmann 
The Board of Directors proposes to the Annual General Meeting of Shareholders
that a maximum of 2.500.000 share options be issued without payment, in
deviation from the shareholders' pre-emptive rights, to the loyal customers of
Stockmann. There is a weighty financial reason for the issuance of share
options because they are intended to be issued in order to offer loyal
customers a benefit that rewards the purchase loyalty of the loyal customers
while simultaneously strengthening the competitive position of Stockmann. Share
options will be 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 amounts to a total of at least EUR 6,000. For purchases
of at least EUR 6,000, the loyal customers shall without payment receive 20
share options. In addition, for every full EUR 500, by which the purchases
exceed EUR 6,000, the loyal customer shall 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 trading-volume weighted average price for the Company's Series B shares on
the Helsinki Exchanges during the time period of 1 February - 29 February 2012.
The share subscription price of the share options shall be deducted as per the
dividend record date by the amount of the dividend decided after the beginning
of the period for determination of the share subscription price but before the
share subscription. The exercise periods for the options shall be in May 2014
and in May 2015. 

17. 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.fi. The annual report, the report of the board of directors
and the auditor's report of Stockmann plc, are available on the above-mentioned
website no later than 23 February 2012. The proposals for decisions and the
other above-mentioned documents are also 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 29 March 2012. 

C. Instructions for the participants in the general meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 5 March 2012 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the general meeting. A shareholder, whose shares are registered
on 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 9 March 2012 at 16:00 by giving a prior notice of
participation, which shall 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.fi;
b) by telephone +358 9 121 3260;
c) by telefax + 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 and the personal identification
number of a proxy representative. The personal data given to Stockmann plc is
used only in connection with the general meeting and with 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 5 March 2012, would be entitled to be
registered in the shareholders' register of the company held 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
into the temporary shareholders' register held by Euroclear Finland Ltd. at the
latest on 12 March 2012 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, into 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 at 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 for 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, 9 February 2012, Stockmann
plc has a total of 30,627,563 Series A shares and 41,213,266 Series B shares
representing 306,275,630 votes attached to Series A shares and 41,213,266 votes
attached to Series B shares. 

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 12:30.


Helsinki, 9 February 2012

STOCKMANN PLC
Board of Directors


Further information:
Jukka Naulapää, Director, legal affairs, tel. +358 9 121 3850

www.stockmanngroup.fi


STOCKMANN plc

Hannu Penttilä
CEO

Distribution:
NASDAQ OMX
Principal media