Stockmann - Notice to general meeting

NOTICE OF STOCKMANN'S ANNUAL GENERAL MEETING

STOCKMANN plc                                                                   
Notice to convene annual general meeting                                        
12.2.2010 at 8.00                                                               

NOTICE OF STOCKMANN'S ANNUAL GENERAL MEETING                                    

Notice is hereby given to the shareholders of Stockmann plc that the Annual     
General Meeting will be held on Tuesday 16 March 2010 at 16:00 at Finlandia Hall
in Helsinki (address: Karamzininkatu 4). Persons who have registered for the    
meeting are asked to arrive no earlier than 14:30.                              
A. Matters on the agenda of the general meeting:                                

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 financial statements, the report of the Board of         
Directors and the auditor's report for the year 2009                            
Review by the CEO                                                               

7. Adoption of the financial statements                                         

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 0.72 per share be paid   
for the financial year 2009. The record date for the dividend distribution is 19
March 2010. The Board of Directors proposes that the dividend be paid out on 7  
April 2010.                                                                     

9. Resolution on discharging 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 the same  
and 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 2011 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.                                                                      

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 be raised from the current 
seven (7) to eight (8).                                                         

12. Election of members of the 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 Erkki Etola, Managing Director Kaj-Gustaf Bergh, Professor Eva
Liljeblom, Managing Director Kari Niemistö, Director of Sustainable Development 
Carola Teir-Lehtinen and Managing Director Henry Wiklund, 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 M.Sc.   
(Econ.) Charlotta Tallqvist-Cederberg be elected as a new Board member according
to her consent for the term of office stated above. Biographical details of     
Charlotta Tallqvist-Cederberg are available on the company's website.           

13. Resolution on the remuneration of the auditor                               
The Board of Directors proposes that the auditor to be chosen be remunerated in 
accordance with a reasonable invoice presented by him/her.                      

14. Election of auditor                                                         
The company's 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. Proposal by the Board of Directors to issue share options to key personnel  
of Stockmann Group                                                              
The Board of Directors proposes to the Annual General Meeting that a total of   
1,500,000 share options be issued without payment, in deviation from the        
shareholders' pre-emptive rights, to the key personnel of Stockmann plc and its 
subsidiaries. It is proposed to deviate from the shareholders' pre-emptive      
rights because the share options are a part of the incentive and commitment     
scheme for the Group's key personnel and constitute an important element in     
preserving the company's competitive advantage on the international recruitment 
market.                                                                         

Of the share options 500,000 shall be marked with the identifier 2010A, 500,000 
with the identifier 2010B, and 500,000 with the identifier 2010C. The share     
subscription period for the share options 2010A shall be 1 March 2013 - 31 March
2015, for share options 2010B 1 March 2014 - 31 March 2016 and for share options
2010C 1 March 2015 - 31 March 2017. Each share option entitles its owner to     
subscribe for one Stockmann plc Series B share so that the share options in     
total entitle to subscribe for a maximum of 1,500,000 shares. The share         
subscription price relating to the share options 2010A shall be the trade volume
weighted average price of the company's Series B shares on the Helsinki stock   
exchange during the period 1 February - 28 February 2010 increased by a minimum 
of 10 per cent, the share options 2010B the trade volume weighted average price 
of the company's Series B shares on the Helsinki stock exchange during the      
period 1 February - 28 February 2011 increased by a minimum of 10 per cent, and 
the share options 2010C the trade volume weighted average price of the company's
Series B shares on the Helsinki stock exchange during the period 1 February - 29
February 2012 increased by a minimum of 10 per cent. The subscription price of  
each share subscribed for based on the share options shall be decreased on the  
record date for each dividend payout by the amount of dividend decided after the
commencement of the determination period for the subscription price and prior to
the share subscription. As a result of the subscriptions, the share capital of  
the company may increase by a maximum of EUR 3,000,000.                         

16. Closing of the meeting                                                      

B. Documents of the Annual General Meeting                                      
The proposals of the Board of Directors and its Committee relating to the agenda
of the Annual General Meeting, this notice, the company's financial statements  
as well as the report of the Board of Directors and the auditor's report are    
available on Stockmann plc's website at www.stockmann.com no later than 22      
February 2010. The proposals of the Board of Directors and its Committee as well
as the documents relating to the financial statements will also be available at 
the meeting. Copies of these documents and of this notice will be sent to the   
shareholders upon request.                                                      

C. Instructions for those participating in the Annual General Meeting           

1. The right to participate and registration                                    
Each shareholder who, on 4 March 2010, is registered in the shareholders'       
register of the company maintained by Euroclear Finland Ltd has the right to    
participate in the Annual General Meeting. All shareholders with shares         
registered in a personal Finnish book-entry account will be registered in the   
shareholders' register of the company.                                          

A shareholder who is registered in the shareholders' register of the company and
wishes to participate in the Annual General Meeting shall register for the      
meeting no later than Monday, 8 March 2010 at 16:00 by giving a prior notice of 
participation. Such notice can be given:                                        

a) on the company's website, www.stockmann.com                                  
b) by telephone +358 9 121 3260;                                                
c) by fax +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. The personal data given to Stockmann
plc is used only in connection with the Annual General Meeting and with the     
processing of related registrations.                                            

2. Proxy representative and powers of attorney                                  
A shareholder may participate in the Annual 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 Annual General    
Meeting. When a shareholder participates in the Annual 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 meeting. Any 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.                                 

3. Holders of nominee registered shares                                         
A holder of nominee registered shares is advised to request without delay       
necessary instructions regarding the registration in the shareholders' register 
of the company, the issuing of proxy documents and the registration for the     
Annual General Meeting from his/her custodian bank. The account management      
organization of the custodian bank shall register a holder of nominee registered
shares, who wants to participate in the Annual General Meeting, to be entered   
into the temporary shareholders' register of the company at the latest on 11    
March 2010 at 10:00.                                                            

4. Other instructions and information                                           
Pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies    
Act, a shareholder who is present at the Annual 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, 11 February 2010, Stockmann plc had a total of      
30,627,563 Series A shares and 40,466,390 Series B shares, and the total number 
of votes carried by Series A shares was 306,275,630 and by Series B shares      
40,466,390.                                                                     

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 14:30.         


Helsinki, 12 February 2010                                                      

Stockmann plc                                                                   
Board of Directors                                                              


STOCKMANN plc                                                                   

Hannu Penttilä                                                                  
CEO                                                                             


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NASDAQ OMX                                                                      
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