Decisions by Stockmann’s Annual General Meeting and the organisational meeting of the Board of Directors
STOCKMANN plc, Decisions of general meeting 21.3.2024 at 16:15 EET
Decisions by Stockmann’s Annual General Meeting and the organisational meeting of the Board of Directors
The Annual General Meeting of Stockmann plc was held on Wednesday 21 March 2024 at 13:00 at Pikku-Finlandia at the address Karamzininranta 4, 00100 Helsinki, Finland.
The Annual General Meeting adopted the financial statements for the financial year 1 January – 31 December 2023, granted discharge from liability to the persons who had acted as members of the Board of Directors and as CEO during the financial year and, in accordance with the proposal of the Board of Directors, resolved that no dividend shall be paid for the financial year 2023. In addition, the Annual General Meeting resolved to adopt the Remuneration Report of the governing bodies for the financial year 2023. The decision was advisory.
The Annual General Meeting resolved to change the company’s business name Stockmann plc to Lindex Group plc, and that the Article 1 of the company’s Articles of Association will be changed accordingly.
CEO’s review
At the Annual General Meeting, Stockmann Group’s CEO Susanne Ehnbåge gave an overview of the Group's and the divisions’ financial performance in 2023 and informed about the divisions’ strategic priorities and ongoing development projects.
Composition and remuneration of the Board of Directors
In accordance with the proposal of the Shareholders’ Nomination Board, the Annual General Meeting resolved that the number of members of the Board of Directors will be six (6). In accordance with the proposal of the Shareholders’ Nomination Board, Stefan Björkman, Timo Karppinen, Roland Neuwald, Sari Pohjonen, Tracy Stone and Harriet Williams were re-elected as members of the Board of Directors. The Board members’ term of office will continue until the end of the next Annual General Meeting.
The Annual General Meeting resolved further, in accordance with the proposal of the Shareholders' Nomination Board, that the Board remuneration will remain unchanged, and that the Chair of the Board be compensated EUR 85 000, the Vice Chair EUR 60 000, and other members EUR 42 500 as annual remuneration. The annual remuneration will be paid in company shares and cash, so that company shares will be acquired on behalf of the Board members to a value of 40% of the remuneration and the rest will be paid in cash. The company will cover the costs for the acquiring of the shares and the transfer tax. The shares will be acquired within two weeks from the publishing of the Interim Report 1 January – 31 March 2024, or as soon as it is possible in accordance with applicable legislation. If the shares are not purchased and/or delivered based on a reason pertaining to the company or the Board member, the fee will be in cash in its entirety. The shares acquired for the Board members in 2024 cannot be handed over until two years from the date of purchase, or until the term of office of the person in question has ended, depending on which of the occasions takes place first.
In addition, the Annual General Meeting resolved that Chair of the Audit Committee is compensated a fixed fee for the Committee work EUR 10 000 and a Member of the Audit Committee EUR 5 000 year as annual remuneration.
The members of the Board shall also be paid a meeting remuneration for each Board and committee meeting, as decided by the Annual General Meeting.
Auditor
The Annual General Meeting resolved, in accordance with the recommendation of the Audit Committee and the proposal by the Board of Directors, to re-elect audit firm Ernst & Young Oy as the auditor. Ernst & Young Oy has notified that Terhi Mäkinen, APA, will act as the responsible auditor. Ernst & Young Oy will also act as the sustainability reporting assurance provider of the company.
The auditor shall be reimbursed based on an invoice approved by the Board of Directors.
Change of the company’s business name
In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved to change the company’s business name to Lindex Group plc, and that the Article 1 of the company’s Articles of Association will be changed as follows: The company’s business name in English is Lindex Group plc, in Finnish Lindex Group Oyj, in Swedish Lindex Group Abp and it is domiciled in Helsinki.
Amendment of the Article 11 of the Articles of Association
In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved to change the company’s Articles of Association to enable arranging a General Meeting as a virtual meeting without a meeting venue as an alternative for a physical meeting or a hybrid meeting.
Organisational meeting of the Board of Directors
The Board of Directors, which convened after the Annual General Meeting, elected Sari Pohjonen as its Chair, and Roland Neuwald as its Vice Chair. The Board has assessed the independence of its members in accordance with Recommendation 10 in the Finnish Corporate Governance Code 2020. According to the assessment, all six members of the Board are independent of the company. Five of the company's Board members are independent of significant shareholders (Timo Karppinen, Roland Neuwald, Sari Pohjonen, Tracy Stone and Harriet Williams). Stefan Björkman is not considered to be independent of a significant shareholder of the company due to his position as Chair of Nordic Retail Partners JV LP.
The Board of Directors decided to establish an Audit Committee and a People and Remuneration Committee among its members. Timo Karppinen was elected as Chair of the Audit Committee, and Roland Neuwald and Sari Pohjonen were elected as the other members of the committee. Stefan Björkman was elected as Chair of the People and Remuneration Committee and Sari Pohjonen, Tracy Stone and Harriet Williams as the other members of the committee.
STOCKMANN plc
Susanne Ehnbåge
CEO
Further information:
Jukka Naulapää, Chief Legal Officer, tel. +358 50 389 0013
Distribution:
Nasdaq Helsinki
Principal media
Stockmann Group is an international omnichannel retail group with two divisions: Lindex and Stockmann. Lindex is a global fashion company with a purpose to empower and inspire women everywhere. It is a market leader in lingerie in the Nordics and a forerunner in sustainability. Stockmann is a premium multi-brand retailer with department stores in Finland and the Baltics. Its purpose is to be a marketplace for a good life. In 2023, the Stockmann Group’s revenue was EUR 952 million and it had some 5 800 employees. Stockmann plc is founded in 1862 and its shares are listed on the Nasdaq Helsinki Ltd. in Finland. www.stockmanngroup.com