Notice to Stockmann’s Annual General Meeting

STOCKMANN plc, Notice to general meeting 5.5.2020 at 10:00 EET

Notice is given to the shareholders of Stockmann plc to the Annual General Meeting to be held on 4 June 2020 at 14:00 at the premises of Roschier, Attorneys Ltd. in Helsinki at the address Kasarmikatu 21 A. Shareholders and their proxy representatives may participate in the meeting and exercise their rights only by voting in advance and by making counterproposals and presenting questions in advance in accordance with this notice and other instructions by the company. Additional information and instructions for shareholders are presented in this notice under section C Instructions for the participants in the General Meeting and at www.stockmanngroup.com/en/annual-general-meeting-2020.

The Board of Directors of the company has resolved on an exceptional meeting procedure based on the temporary legislation to limit the spread of the Covid-19 pandemic approved by the Finnish Parliament on 24 April 2020. The company has resolved on the measures permitted by the new law in order to hold the meeting in a predictable manner while ensuring the health and safety of the company‘s shareholders, personnel and other stakeholders.

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1. Opening of the Meeting

2. Calling the Meeting to order
Stefan Wikman, Attorney-at-law, will act as the Chairman of the General Meeting. If Stefan Wikman is not able to act as Chairman due to a weighty reason, the Board of Directors will nominate another person it deems most suitable to act as Chairman.

3. Election of the person to confirm the minutes and to supervise the counting of votes
Seppo Kymäläinen, Attorney-at-law, will act as the person to confirm the minutes and supervise the counting of votes. If Seppo Kymäläinen is unable to act as the person to confirm the minutes and supervise the counting of the votes due to a weighty reason, the Board of Directors will nominate another person it deems most suitable to act in that role.

4. Recording the legality of the Meeting

5. Recording the attendance at the Meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and have the right to attend the General Meeting under Chapter 5, Section 6 and Chapter 5, Section 6a of the Finnish Companies Act shall be deemed to be represented at the meeting. The list of votes will be adopted based on information provided by Euroclear Finland Oy.

6. Presentation of the Annual Accounts, the report by the Board of Directors and the Auditor’s report for the year 2019
As participation in the General Meeting is possible only in advance, the company's Annual Accounts and Annual Report, including the report of the Board of Directors and the Auditor's Report, which have been published by the company on 25 February 2020 and which are available on the Company‘s website www.stockmanngroup.com/en/annual-general-meeting-2020, will be deemed to have been presented to the General Meeting.

7. Adoption of the Annual Accounts
The Board of Directors proposes that the General Meeting adopt 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 no dividend be paid for the financial year 2019.

9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO

10. Presentation of the remuneration policy for the company’s governing bodies
As participation in the General Meeting is possible only in advance, the remuneration policy for the company’s governing bodies, published by the company through a stock exchange release as an attachment to the previous notice to the company's Annual General Meeting on 13 February 2020, is deemed to have been presented to the General Meeting. The remuneration policy is available on the Company‘s website at www.stockmanngroup.com/en/annual-general-meeting-2020. The resolution concerning approval of the remuneration policy is advisory.

11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes that the Board remuneration will remain unchanged and that the Chairman of the Board be compensated EUR 80 000, the Vice Chairman of the Board EUR 50 000, and other members of the Board EUR 40 000 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 General Meeting or as soon as it is possible in accordance with applicable legislation. The shares acquired for the Board Members in 2020 cannot be disposed of 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. Additionally, it is proposed that the remuneration for the meetings remain unchanged and the Chairman of the Board be paid EUR 1 100 and each Board member be paid EUR 600 as a meeting remuneration for each meeting of the Board of Directors. The Chairman of the Audit Committee is proposed to be paid EUR 1 100 and each member to be paid EUR 800 as a meeting remuneration for each meeting of the Audit Committee, and for each meeting of the Compensation Committee, the Chairman of the Compensation Committee and each member is proposed to be paid EUR 600 as a meeting remuneration.

12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes that the number of members of the Board of Directors would be six. 

13. Election of members of the Board of Directors
The shareholders’ Nomination Board proposes that the present members of the Board of Directors, Stefan Björkman, Esa Lager, Leena Niemistö, Lauri Ratia, Tracy Stone and Dag Wallgren, all having given their consents, be re-elected for a term of office continuing until the end of the next Annual General Meeting.

Previous members of the Board of Directors, Eva Hamilton and Peter Therman, have left their positions effective 18 March 2020.

The proposed Board members have informed the company that, if elected, they will re-elect Lauri Ratia as Chairman of the Board and Leena Niemistö as Vice Chairman of the Board.

Biographical details of the members of the Board, as well as an evaluation regarding their independence, are available on the company’s website www.stockmanngoup.com.

14. Resolution on the remuneration of the auditor
The Board of Directors proposes, on the recommendation of the Audit Committee, that the auditors to be elected be reimbursed as per an invoice approved by the Board of Directors.

15. Election of auditor
The Board of Directors proposes, on the recommendation of the Audit Committee, that Henrik Holmbom, Authorized Public Accountant and Marcus Tötterman, Authorized Public Accountant, be elected as auditors, both having given their consents. It is proposed that the audit firm KPMG Oy Ab be elected as deputy auditor.

16. Corporate restructuring proceedings
The company's Board of Directors decided to file an application for corporate restructuring proceedings in accordance with the Finnish Restructuring of Enterprises Act to the District Court of Helsinki on 6 April 2020. As the District Court of Helsinki has, by a decision issued on 8 April 2020, ruled to initiate the corporate restructuring proceedings upon application by a creditor, the continuation of the restructuring proceedings is not dependent on continuing the company's own filing for restructuring proceedings. However, the Board of Directors proposes, for the sake of clarity, that the General Meeting resolve to support the continuation of the restructuring proceedings.

The District Court has appointed Jyrki Tähtinen, Attorney-at-Law, of Borenius Attorneys Ltd as administrator for the company’s corporate restructuring proceedings. According to the decision of the District Court, the proposal for the restructuring programme must be drawn up before 11 December 2020.

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, this notice, the company’s remuneration policy as well as the Annual Accounts, the report of the Board of Directors and the Auditor’s report of Stockmann plc, are available on Stockmann plc's website www.stockmanngroup.com. Copies of these documents will be sent to shareholders upon request. The minutes of the Meeting will be available on the above-mentioned website www.stockmanngroup.com/en/annual-general-meeting-2020 as from 18 June 2020 at the latest.

C. Instructions for the participants in the General Meeting

In order to prevent the spread of the Covid-19 pandemic, the General Meeting will be arranged so that a shareholder or his/her proxy representative may not be present at the venue of the meeting. It is also not possible for a shareholder or his/her proxy representative to participate in the General Meeting by means of real-time telecommunications. Shareholders and their proxy representatives may participate in the General Meeting and exercise their rights at the General Meeting only by voting in advance as well as by making counterproposals and presenting questions in advance in accordance with the instructions presented below and on the company's website.

1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on the record date of the General Meeting, 25 May 2020, in the shareholders’ register of the company kept by Euroclear Finland Ltd is entitled to participate in the General Meeting. A shareholder whose shares are registered in his/her personal Finnish book-entry account is registered in the shareholders’ register of the company. A shareholder may not participate in the General Meeting in any other manner than by voting in advance in the manner described below as well as by making counterproposals and presenting questions in advance. If you do not have a Finnish book-entry account, please see section 4. Holders of nominee-registered shares.

2. Notice of participation and voting in advance
The registration period and advance voting period commence on 11 May 2020 at 10:00, when the deadline for delivering counterproposals to be put to a vote has expired. A shareholder, who is registered in the company’s shareholders’ register and who wishes to participate in the General Meeting by voting in advance, must register for the General by giving a prior notice of participation and by delivering his/her votes in advance. Both the notice of participation and votes have to be received by no later than on 28 May 2020 at 14:00.

When registering, requested information such as the name, personal identification number, address and telephone number of the shareholder as well as requested information on a possible proxy representative such as the name and personal identification number of the proxy representative must be notified. The personal data given by the shareholder will be used only in connection with the Annual General Meeting and with the processing of related registrations.

Previous notices of participation which have been given for the Annual General Meeting which was convened to be held on 18 March 2020 are not deemed as notices of participation for this Annual General Meeting.

Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the period 11 May 2020 at 10:00 – 28 May 2020 at 14:00 in the following manners:

a) on Stockmann plc's website: www.stockmanngroup.com;

Electronic voting in advance requires the shareholder’s book-entry account number.The terms and other instructions concerning electronic voting are available on the company’s website www.stockmanngroup.com/en/annual-general-meeting-2020.

b) by regular mail or e-mail

A shareholder may deliver an advance voting form available on the company’s website www.stockmanngroup.com/en/annual-general-meeting-2020 to Euroclear Finland Oy by regular mail to Euroclear Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu. The advance voting form will be available on the company’s website no later than on 11 May 2020.

A representative of a shareholder must in connection with delivering the voting form produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting.

If a shareholder participates in the General Meeting by delivering votes in advance to Euroclear Finland Oy, the delivery of the votes shall constitute due registration for the General Meeting.

The terms and other instructions concerning the voting by regular mail or e-mail are available on the company’s website www.stockmanngroup.com/en/annual-general-meeting-2020.

3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting through a proxy representative. A proxy representative of a shareholder must also vote in advance in the manner described in this notice. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in 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 by regular mail to Euroclear Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu. before the end of the registration period, by which time the documents must be received by Euroclear Finland Oy. This requirement applies also to shareholders who have delivered proxy documents to the company for the General Meeting planned to be held on 18 March 2020.

Delivery of a proxy document and votes in advance to Euroclear Finland Oy before the expiration of the period for the notice of participation constitutes due registration for the General Meeting if the information required for registering for the meeting set out in C.2. above is included in the documents.

4. 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 25 May 2020, would be entitled to be registered in the shareholders’ register of the company kept 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 in the temporary shareholders’ register kept by Euroclear Finland Ltd no later than on 1 June 2020 at 10:00. 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, in the temporary shareholders’ register of the company at the latest by the time stated above. In addition, the account management organisation of the custodian bank must arrange voting in advance on behalf of a nominee-registered shareholder within the registration period applicable to nominee-registered shares. 

Further information on these matters can also be found on the company’s website www.stockmanngroup.com/en/annual-general-meeting-2020.

5. Other instructions and information
Shareholders holding at least one hundredth of all shares in the company have the right to make a counterproposal to the proposals for resolutions on the agenda of the General Meeting, which will be put to a vote. Such counterproposals must be delivered to the Company by e-mail to jukka.naulapaa@stockmann.com by no later than 8 May 2020 at 12:00. Shareholders making a counterproposal must in connection with delivering the counterproposal present evidence of his/her shareholdings. The counterproposal will be considered at the General Meeting, provided that the shareholder has the right to participate in the General Meeting and that the shareholder holds shares corresponding to at least one hundredth of all shares in the company on the record date of the General Meeting. If the counterproposal will not be taken up for consideration at the General Meeting, the votes given in favour of the counterproposal will not be taken into account. The company will publish possible counterproposals to be put to a vote on the company‘s website www.stockmanngroup.com/en/annual-general-meeting-2020 by no later than 11 May 2020.

A shareholder may present questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act until 20 May 2020 by e-mail to jukka.naulapaa@stockmann.com. Such questions by shareholders, responses to such questions by the company‘s management as well as other counterproposals than those put up to a vote on are available on the on the company‘s website www.stockmanngroup.com/en/annual-general-meeting-2020 by no later than 26 May 2020. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the company of his/her shareholding.

The information concerning the Annual General Meeting required under the Finnish Companies Act and the Finnish Securities Market Act is available on the company's website www.stockmanngroup.com/en/annual-general-meeting-2020.

On the date of this notice to the General Meeting, 5 May 2020, Stockmann plc has a total of 30,530,868 Series A shares and 41,517,815 Series B shares representing 305,308,680 votes attached to Series A shares and 41,517,815 votes attached to Series B shares.

Changes in shareholding after the record date of the General Meeting 25 May 2020 do not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the General Meeting.

Additional information on the arrangements concerning the Annual General Meeting is available at www.stockmanngroup.com/en/annual-general-meeting-2020.

Helsinki, 5 May 2020

STOCKMANN plc
The Board of Directors

Further information:
Jukka Naulapää, Chief Legal Officer, tel. +358 9 121 3850

www.stockmanngroup.com

Distribution:
Nasdaq Helsinki
Principal media