Stockmann - Decisions of general meeting

Decisions by Stockmann’s Annual General Meeting

Helsinki, Finland, 2012-03-15 16:30 CET (GLOBE NEWSWIRE) -- STOCKMANN plc,
Decisions of annual general meeting 15.3.2012 at 17:30 EET 

The Annual General Meeting of Stockmann plc, held in Helsinki on 15 March 2012,
adopted the financial statements for the financial year 1 January - 31 December
2011, granted discharge from liability to the responsible officers and resolved
to pay a dividend of EUR 0.50 per share for 2011. The General Meeting decided
on a share option programme for Stockmann's loyal customers and amendments to
the Articles of Association. The General Meeting decided also on the
composition and remuneration of the Board of Directors and the selection and
remuneration of the auditor in accordance with the proposals presented. 

CEO's review

In his review at the Annual General Meeting, CEO Hannu Penttilä went through
development and structural changes in the company's 150-year history. 

The major capital expenditure projects in the period 2006 - 2010 improved
Stockmann's competitiveness in retail trade in the long run, though the
international financial crisis taking place at the same time weakened earnings
performance more than estimated in the past years. In 2011 operating profit
reached the expected level only in the last quarter of the year. According to
Penttilä, optimism in the market has during the last two months increased. In
2012 the Stockmann Group aims to increase both its revenue and operating
profit, provided that market sentiment does not significantly worsen. Also the
dividend to be paid for 2011, which is more than the earnings per share,
reflects the company's confidence in a positive development in the future. 

In 2011 Stockmann's capital expenditure was around EUR 100 million lower than
in 2010. Capital expenditure will further decrease and is estimated to total
approximately EUR 50 million in 2012. Capital expenditure projects in the
Department Store Division focus in the next few years on renovation of
department stores in Finland, namely in Itäkeskus, Tampere and Tapiola. Most
part of the capital expenditure will be paid by the landlords of these
properties. 

Own real estate will continue to have a key position in the department store
business both in Finland in the Helsinki city centre department store and
abroad. In particular in Russia, the overheated retail rental market means that
a tenant operating transparently cannot find a profitable business model for
all locations. In St Petersburg the Stockmann-owned Nevsky Centre shopping
centre is a good example of how Stockmann operates in a sound and profitable
way in its own property. Rented premises for external tenants are also making
good profit. In Estonia and Latvia the own real estate is a significant factor
in the good earnings performance of the department stores. It is worth for
Stockmann, in Penttilä's assessment, to be prepared for similar projects also
in the future. 

A significant factor in the international expansion of Lindex is its
franchising business which enables the fashion chain to expand to new market
areas with low investments. All business divisions have well established their
e-commerce businesses, and the online stores will play a very significant role
in the Group's strategy in the long run. 

Payment of dividends

The Annual General Meeting resolved that a dividend of EUR 0.50 per share be
paid for the 2011 financial year. The dividend will be paid on 25 April 2012 to
those shareholders who on the record date for the dividend payout, 20 March
2012, are entered in the shareholder register kept by Euroclear Finland Ltd. 

Composition and remuneration of the Board of Directors

The Annual General Meeting resolved, in accordance with the proposal of the
Board's Appointments and Compensation Committee, that eight members be elected
to the Board of Directors. In accordance with the Committee's proposal,
Managing Director Kaj-Gustaf Bergh, Rector and Professor Eva Liljeblom,
Managing Director Kari Niemistö, Charlotta Tallqvist-Cederberg, M.Sc. (Econ.),
Christoffer Taxell, LL.M., and Carola Teir-Lehtinen, M.Sc., and Managing
Director Dag Wallgren were re-elected as members of the Board of Directors.
Following the announcement by Erkki Etola, a long-term member of the Board,
that he will no longer be available as a member, Mr. Per Sjödell, Managing
Director of Pocket Shop AB and previously Director with global responsibilities
in H&M AB and Gant AB, was elected as a new member. 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' remuneration unchanged, and the
remuneration will continue to be paid mainly in shares. 

Auditors

Jari Härmälä, Authorised Public Accountant, and Henrik Holmbom, Authorised
Public Accountant, were re-elected as the regular auditors. KPMG Oy Ab, a firm
of authorised public accountants, will continue as the deputy auditor. The
auditor will be paid in accordance with a reasonable invoice approved by the
Board of Directors. 

Amendments of the Articles of Association

The Annual General Meeting decided on amending the Articles of Association as
follows: 
- section 4 of the Articles of Association concerning the record date was
removed, and the numbering of the Articles of Association was changed
correspondingly; 
- the wording of section 7 (after the amendment section 6) was 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
was 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, the section was
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 website; and 
- the wording relating to the business of the Annual General Meeting of section
14 (after the amendment section 13) was amended to correspond to the
terminology of the Companies Act. 

Loyal Customer share options 2012

The Annual General Meeting decided on a new share option programme to loyal
customers of Stockmann. A maximum of 2.500.000 share options will be issued
without payment, in deviation from the shareholders' pre-emptive rights, to
Stockmann's loyal customers. 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 with
the share options 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. 

Organisational meeting of the Board of Directors

The Board of Directors, which convened after the Annual General Meeting,
re-elected Christoffer Taxell, LL.M., as its Chairman and elected Managing
Director Kari Niemistö as its Vice Chairman. The Board of Directors elected
Christoffer Taxell as Chairman of the Appointments and Compensation Committee
and Kari Niemistö, Charlotta Tallqvist-Cederberg and Dag Wallgren as the other
members of the committee. 

Further information:
Hannu Penttilä, CEO, tel. +358 9 121 5801

www.stockmanngroup.fi


STOCKMANN plc

Hannu Penttilä
CEO


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