Notice to Stockmann’s Annual General Meeting
STOCKMANN plc, Notice to general meeting 25.2.2022 at 8:00 EET
Notice is given to the shareholders of Stockmann plc (“Stockmann” or the “Company”) to the Annual General Meeting to be held on Wednesday 23 March 2022 at 12:00 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 shareholder 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. Participation at the meeting venue is not possible. 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-2022.
To limit the spread of the Covid-19 pandemic, the Board of Directors of the Company has resolved on an exceptional meeting procedure based on the act concerning temporary deviations from the Finnish Companies Act (375/2021). The Company has resolved on the measures permitted by the temporary act 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
Seppo Kymäläinen, Attorney-at-law, will act as the Chair of the Annual General Meeting. If Seppo Kymäläinen is not able to act as Chair due to a weighty reason, the Board of Directors will nominate another person it deems most suitable to act as Chair.
3. Election of the person to confirm the minutes and to supervise the counting of votes
Jaakko Laitinen, LL.M, will act as the person to confirm the minutes and supervise the counting of votes. If Jaakko Laitinen 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 Annual General Meeting under Chapter 5, Section 6 and Chapter 5, Section 6a of the Finnish Companies Act (624/2006, as amended) 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 of the Board of Directors and the Auditor’s report for the year 2021
As participation in the General Meeting is possible only in advance, the Company's Annual Accounts, the report of the Board of Directors and the Auditor's Report, which will be published by the Company through a stock exchange release on or about 28 February 2022 and which will be available on the Company‘s website at www.stockmanngroup.com/en/annual-general-meeting-2022, shall be deemed to have been presented to the Annual General Meeting.
7. Adoption of the Annual Accounts
The Board of Directors proposes that the Annual General Meeting adopt the Annual Accounts.
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
According to the terms of the restructuring programme approved on 9 February 2021, which is available on the Company’s website at www.stockmanngroup.com/fi/yrityssaneerausmenettely (as amended, the “Restructuring Programme”), the Company is not allowed to distribute any dividends during the implementation of the repayment schedule under the Restructuring Programme.
In addition, the Annual General Meeting held on 7 April 2021 decided to reduce the Company’s share capital to cover losses. According to Chapter 14 Section 2 of the Finnish Companies Act, distributions of unrestricted equity to shareholders during the three years following the registration of the reduction of share capital can only be made by following a creditor protection procedure.
For the above-mentioned reasons, the Board of Directors proposes that no dividend be paid on the basis of the Annual Accounts to be adopted for the year 2021 and no minority dividend pursuant to Chapter 13 Section 7 of the Finnish Companies Act may be demanded.
9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO
10. Presentation and adoption of the Remuneration Report
As participation in the Annual General Meeting is possible only in advance, the Remuneration Report, which describes the implementation of the Company’s Remuneration Policy and provides information on the remuneration of the Company's governing bodies during the financial year 2021, and which will be published by the Company through a stock exchange release on or about 28 February 2022, shall be deemed to have been presented to the Annual General Meeting. The Remuneration Report will be available on the Company‘s website at www.stockmanngroup.com/en/annual-general-meeting-2022. The resolution by the Annual General Meeting on adoption of the Remuneration Report is advisory.
11. Handling of the amended Remuneration Policy for governing bodies
The Board of Directors proposes amendments to the Stockmann plc Remuneration Policy for governing bodies, which the Annual General Meeting held on 4 June 2020 decided to approve. The Remuneration Policy is proposed to be amended so that the earning potential of the CEO’s long-term incentive programs would be increased and clarified. The purpose of the amendment is to clarify the definition of the maximum level of incentive.
Change in Remuneration Policy: At the maximum level, the amount of incentives paid in the same year may not exceed, at grant, 120% of the annual base salary (increased from 60 % to 120% and added the word “at grant”).
As participation in the Annual General Meeting is possible only in advance, the Company's amended Remuneration Policy, which is attached to this notice and made available on the Company's website at www.stockmanngroup.com/en/annual-general-meeting-2022, is deemed to have been presented to the Annual General Meeting. The Annual General Meeting's resolution on supporting the amended Remuneration Policy is advisory.
12. 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 Chair of the Board be compensated EUR 80,000, the Vice Chair EUR 50,000, and other members 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 publishing of the Interim Report 1 January – 31 March 2022, or as soon as it is possible in accordance with applicable legislation. The shares acquired for the Board members in 2022 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.
The Shareholders' Nomination Board proposes also that the Board meeting remuneration will remain unchanged, and the Chair 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 Chair of the Audit Committee is proposed to be paid EUR 1,100 and each member is proposed to be paid EUR 800 as a meeting remuneration for each meeting of the Audit Committee. The Chair of the Personnel and Compensation Committee and each member is proposed to be paid EUR 600 as a meeting remuneration for each meeting of the Personnel and Compensation Committee.
13. 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 will be seven (7).
14. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes that the present members of the Board of Directors Stefan Björkman, Anne Kuittinen, Roland Neuwald, Tracy Stone and Harriet Williams, all having given their consents, will be re-elected for the term of office continuing until the end of the next Annual General Meeting.
The Shareholders’ Nomination Board proposes that Timo Karppinen and Sari Pohjonen, both having given their consents, be elected as new members of the Board of Directors for the term of office continuing until the end of the next Annual General Meeting.
Board members Esa Lager and Leena Niemistö have informed that they will no longer be available as members of the Company's Board of Directors.
The proposed Board members have informed the Company that, if elected, they will elect Roland Neuwald as Chair 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.stockmanngroup.com/en/annual-general-meeting-2022.
15. Resolution on the remuneration of the auditor
The Board of Directors proposes, on the recommendation of the Audit Committee, that the auditor to be elected be reimbursed based on an invoice approved by the Board of Directors.
16. Election of auditor
The Board of Directors proposes, on the recommendation of the Audit Committee, that audit firm Ernst & Young Oy be re-elected as the auditor. Ernst & Young Oy has notified the Company that in the event it will be elected as auditor, Terhi Mäkinen, APA, will act as the responsible auditor.
The Audit Committee confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation (537/2014), which would restrict the choice by the Annual General Meeting as regards the appointment of the auditor, has been imposed upon it.
17. Authorizing the Board of Directors to decide on the issuance of shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares as follows.
The number of shares to be issued based on the authorization shall not exceed 2,700,000 shares, which corresponds to approximately 1.76 per cent of all of the shares in the Company.
The Board of Directors decides on all the conditions of the issuance of shares.
The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The authorization is effective until 30 June 2025. This authorization does not cancel any previous authorizations to the Board of Directors to decide on the issuance of shares.
18. Closing of the Meeting
B. Documents of the General Meeting
The proposals for the above-mentioned decisions on the matters on the agenda of the Annual General Meeting, this notice, the Company’s Remuneration Report, the amended Remuneration Policy as well as the Annual Accounts 2021, the report of the Board of Directors and the Auditor’s report of Stockmann plc will be available on Stockmann plc's website www.stockmanngroup.com/en/annual-general-meeting-2022. Copies of these documents will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website www.stockmanngroup.com/en/annual-general-meeting-2022 as from 6 April 2022 at the latest.
C. Instructions for the participants in the Annual General Meeting
In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be arranged so that a shareholder or a shareholder’s proxy representative may not be present at the venue of the meeting. It is also not possible for a shareholder or a shareholder’s proxy representative to participate in the Annual General Meeting by means of real-time telecommunications. Shareholders and their proxy representatives may participate in the Annual General Meeting and exercise shareholder rights at the Annual 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 Annual General Meeting, 11 March 2022, in the shareholders’ register of the Company maintained by Euroclear Finland Ltd is entitled to participate in the Annual General Meeting. A shareholder whose shares are registered on the shareholder’s proxy personal Finnish book-entry account is registered in the shareholders’ register of the Company. A shareholder may not participate in the Annual 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 4 March 2022 at 10:00, when the deadline for delivering counterproposals to be put to a vote has expired. Shareholders, who are registered in the Company’s shareholders’ register and who wish to participate in the Annual General Meeting by voting in advance, must register for the Annual General Meeting by giving a prior notice of participation and by delivering their votes in advance. Both the notice of participation and votes have to be received by no later than on 16 March 2022 at 16:00.
When registering, requested information such as the name, date of birth, 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 a shareholder will be used only in connection with the Annual General Meeting and with the processing of related registrations.
Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during 4 March 2022 at 10:00 – 16 March 2022 at 16:00 in the following manners:
a) on Stockmann plc's website: www.stockmanngroup.com;
For natural persons, the electronic voting in advance requires secured strong electronic authentication and the shareholder may register and vote by logging in with the shareholder’s Finnish online banking codes or a mobile certificate.
For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. Should a shareholder that is a legal person utilize a Suomi.fi e-Authorization, registration requires strong electronic authentication from the authorized representative, which can be conducted with online banking codes or a mobile certificate.
The terms and other instructions concerning electronic voting are available on the Company’s website at www.stockmanngroup.com/en/annual-general-meeting-2022.
b) by regular mail or e-mail
A shareholder may deliver an advance voting form available on the Company’s website at www.stockmanngroup.com/en/annual-general-meeting-2022 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 4 March 2022 at 10:00.
A representative of a shareholder must in connection with delivering the voting form produce a dated proxy authorization 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 Annual General Meeting by delivering votes in advance to Euroclear Finland Oy, the delivery of the votes shall constitute due registration for the Annual General Meeting.
The terms and other instructions concerning the voting by regular mail or e-mail are available on the Company’s website at www.stockmanngroup.com/en/annual-general-meeting-2022.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual 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 Annual 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 Annual 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.
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 Annual General Meeting if the information required for registering for the meeting set out in C.2. above is included in the documents.
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service in Euroclear Finland’s general meeting service instead of the traditional proxy authorization. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify himself or herself with strong electronic authentication in Euroclear Finland's general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking IDs or a mobile certificate. More information is available at www.suomi.fi/e-authorizations.
4. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which the shareholder, on the record date of the Annual General Meeting, i.e. on 11 March 2022, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered in the temporary shareholders’ register maintained by Euroclear Finland Ltd no later than on 18 March 2022 at 10:00. As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting.
Holders 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 authorization documents and registration for the Annual General Meeting from their custodian bank. The account management organization of the custodian bank will register a holder of nominee-registered shares that wants to participate in the Annual 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-2022.
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 Annual 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 3 March 2022 at 14:00. Shareholders making a counterproposal must in connection with delivering the counterproposal present sufficient evidence of their shareholdings. The counterproposal will be considered at the Annual General Meeting, provided that the shareholders having made the proposal have the right to participate in the Annual General Meeting and that such shareholders hold shares corresponding to at least one hundredth of all shares in the Company on the record date of the Annual General Meeting. If the counterproposal will not be taken up for consideration at the Annual 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-2022 by no later than 4 March 2022 at 10:00.
A shareholder may present questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act until 9 March 2022 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-2022 by no later than 14 March 2022. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the Company of the shareholder’s 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-2022.
On the date of this notice to the Annual General Meeting, 25 February 2022, Stockmann plc has a total of 154,465,083 shares, representing a total of 154,465,083 votes.
Changes in shareholding after the record date of the Annual General Meeting 11 March 2022 do not affect the right to participate in the Annual General Meeting or the number of voting rights held by a shareholder in the Annual General Meeting.
Additional information on the arrangements concerning the Annual General Meeting is available at www.stockmanngroup.com/en/annual-general-meeting-2022.
Helsinki, 25 February 2022
STOCKMANN plc
The Board of Directors
Further information:
Jukka Naulapää, Chief Legal Officer, tel. +358 50 389 0013
STOCKMANN plc
Jari Latvanen
CEO
Distribution:
Nasdaq Helsinki
Principal media