Decisions by Stockmann’s Annual General Meeting and the organisational meeting of the Board of Directors
STOCKMANN plc, Decisions of general meeting 7.4.2021 at 16:30 EET
Decisions by Stockmann’s Annual General Meeting and the organisational meeting of the Board of
The Annual General Meeting of Stockmann plc was held on Wednesday 7 April 2021 at 14:00 at the premises of Roschier, Attorneys Ltd. in Helsinki at the address Kasarmikatu 21 A. Shareholders and their proxy representatives could participate in the meeting and exercise their rights only by voting in advance and by making counterproposals and presenting questions in advance. Participation at the meeting venue was not possible.
A total of 49 shareholders representing approximately 20.87 million A shares and approximately 16.87 million B shares, in total approximately 37.74 million shares and approximately 225.55 million votes, were represented at the Annual General Meeting. The Annual General Meeting supported all proposals made by the Board of Directors and the Shareholders' Nomination Board to the Annual General Meeting. The Annual General Meeting adopted the financial statements for the financial year 1 January - 31 December 2020, 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 2020. In addition, the Annual General Meeting resolved to adopt the Remuneration Report of the governing bodies presented to the Annual General Meeting in an advisory vote.
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 seven (7). In accordance with the proposal of the Shareholders’ Nomination Board, Stefan Björkman, Esa Lager, Leena Niemistö and Tracy Stone were re-elected as members of the Board of Directors. Lauri Ratia and Dag Wallgren had earlier informed that they will no longer be available as members of the company's Board of Directors. In accordance with the proposal of the Shareholders’ Nomination Board, Anne Kuittinen, Roland Neuwald and Harriet Williams were elected as new 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 shall 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 2021, or as soon as it is possible in accordance with applicable legislation. The shares acquired for the Board members in 2021 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 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 the proposal by the Board of Directors, that audit firm Ernst & Young Oy shall be elected as the auditor. Ernst & Young Oy has notified that Terhi Mäkinen, APA, will act as the responsible auditor.
The auditor shall be reimbursed based on an invoice approved by the Board of Directors.
Combining the A and B share classes, a directed share issue without payment to holders of A shares and the amendment of the Articles of Association
The Annual General Meeting approved the proposal by the Board of Directors to combine the A and B share classes without increasing the share capital so that following the combination, the company will have only a single class of shares, all shares of which which shall carry one (1) vote per share and have equal rights also in all other respects. At the Annual General Meeting, the Board’s proposal was supported by 100 per cent of the A and B shares that participated in the voting.
Both the company’s current class B shares and the company’s only class of shares after the combination of the share classes are hereafter referred to as “B shares” in this release.
In connection with the combination of the share classes, the Annual General Meeting resolved to remove the provisions concerning the maximum and minimum amount of share capital, the par value of the shares as well as the different share classes, their associated voting rights and conversion procedures in Article 3 of the Articles of Association.
In connection with the combination of the share classes, the Annual General Meeting also decided on a directed issue of a maximum amount of 3,053,087 new B shares without payment to the owners of A shares without increasing the share capital so that, in deviation from the shareholders’ pre-emptive subscription rights, 0.1 new B shares shall be issued without payment for each A share held in the same book-entry account. All shareholders who hold A shares on the record date of the share issue on 9 April 2021 in the book-entry system have the right to receive new B shares. The new shares shall be issued to holders of A shares in proportion to their shareholding, and shall be registered directly on the respective shareholder’s book-entry account on the basis of book-entry account registrations on the record date in accordance with the regulations and procedures of the book-entry system.
The company shall notify the directed share issue for registration to the Finnish Trade Register simultaneously with the amendment to the Articles of Association, or as soon as possible thereafter. The new shares shall carry shareholder rights as of the moment of registration. The combination of the share classes, the amendment of the Articles of Association and the directed share issue without payment shall be registered in the Finnish Trade Register on or about 9 April 2021.
The book-entry account registrations concerning the combination of the share classes and the issue of new shares shall be registered on or about 12 April 2021 and trading in the company's only share class and the new shares shall commence on or about 12 April 2021 with the ISIN number FI0009000251 and the new trading code STOCKA. The combination of the share classes will not require any actions from the shareholders.
As the total amount of shares to be issued in the share issue without payment is a fractional number, the total amount of shares issued shall in accordance with the resolution by the Annual General Meeting be rounded down to the nearest whole share. The company's Board of Directors has therefore, in its organisational meeting held after the Annual General Meeting, confirmed that the total amount of new shares to be issued in the share issue is 3,053,086.
If the amount of B shares received by a holder of A shares in the share issue (per each book-entry account) is a fractional number, the fractions shall be rounded down to the nearest whole share. Fractional entitlements to new B shares of the company shall be aggregated and sold in public trading on the stock exchange maintained by Nasdaq Helsinki Ltd. (“Nasdaq Helsinki”) on behalf of such shareholders. The proceeds of sale shall be paid to the shareholders into their bank account attached to the book-entry account in proportion to the fractional entitlements to shares sold on behalf of each shareholder.
Directed share issue to unsecured creditors and hybrid bond creditors
The Annual General Meeting authorized the Board of Directors to decide on a directed share issue to unsecured creditors and hybrid bond creditors in order to implement the company's restructuring programme approved on 9 February 2021 (the "Restructurng Programme"), in accordance with the proposal of the Board of Directors.
The Annual General Meeting authorized the Board of Directors to decide on a directed share issue of at most 100,000,000 Stockmann’s new B shares to:
(a) unsecured creditors so that the subscription right is conditional on the creditor’s receivable (20 % share of the receivable) being set off against the subscription price of the shares; and
(b) hybrid bond creditors so that the subscription right is conditional on the creditor’s receivable (50 % share of the receivable) being set off against the subscription price of the shares.
The subscription price (conversion ratio) is, in accordance with the Restructuring Programme, the volume weighted average price of Stockmann’s B Share between 8 April and 27 November 2020, i.e. EUR 0.9106.
After the combination of the share classes, the authorization shall apply to the company's single class of shares. The Board of Directors shall decide on a share issue in accordance with the authorization as soon as practicably possible after the Annual General Meeting.
The Board of Directors is authorized to decide on other terms and practical arrangements concerning the directed share issue.
The authorization will remain in force until the end of the next Annual General Meeting, however, no longer than until 30 June 2022.
Directed share issue to creditors of conditional or disputed debts
The Annual General Meeting authorized the Board of Directors to decide on a directed share issue to creditors of conditional or disputed debts in order to implement the Restructurng Programme, in accordance with the proposal of the Board of Directors.
Pursuant to the authorization, the Board of Directors can issue at most 30,000,000 new Stockmann’s B shares. The share issue may be carried out in deviation from the shareholders’ pre-emptive subscription rights (directed share issue) for the creditors of conditional and disputed debts as well as the creditors of restructuring debt that will be determined later during the Restructuring Programme.
The subscription right granted in such share issue is conditional on the creditor’s receivable (20 % share of the receivable) being set off against the subscription price of the shares. The subscription price (conversion ratio) that applies to the share issue in accordance with the Restructuring Programme is the volume weighted average price of the company’s B Share between 8 April and 27 November 2020, i.e. EUR 0.9106.
After the combination of the share classes, the authorization shall apply to the company's single class of shares.
The authorization will remain in force until 31 January 2026. This authorization does not revoke the above-mentioned authorization concerning a directed share issue to unsecured creditors and hybrid bond creditors, and shall be in force in addition to it.
However, no payments will be made or shares issued towards the disputed or unrealized part of the conditional or maximum amount restructuring debts before a reliable account of the final amount of each such debt has been received. The share conversion can be implemented for the part of the
20 % share of each restructuring debt once the administrator or the supervisor who supervises the implementation of the Restructuring Programme on behalf of the creditors has determined and approved the undisputed part of such conditional or unclear restructuring debt.
Reduction of the share capital, unrestricted equity funds and the share premium fund
The Annual General Meeting resolved, in accordance with the proposal by the Board of Directors, to use the invested unrestricted equity fund, the other funds consisting of unrestricted equity on the company's balance sheet, and the share premium fund in their entirety to cover losses, as well as to reduce the company’s share capital by EUR 66,540,827.74 to cover losses.
After covering the losses, the company's remaining share capital shall be additionally reduced by EUR 67,556,538.26 by transferring these funds to the invested unrestricted equity fund.
After the measures proposed above, Stockmann’s invested unrestricted equity fund would amount to EUR 67,556,538.26, other funds recorded on the balance sheet as unrestricted equity would amount to EUR 0, the share premium fund would amount to EUR 0 and the share capital would amount to EUR 10,000,000.00.
To the extent that the share capital is transferred to the invested unrestricted equity fund, the creditor protection procedure provided for in Chapter 14, Sections 2-5 of the Finnish Companies Act shall be followed. To the extent that the share capital and the share premium fund are used to cover losses, the arrangement does not require a creditor protection procedure and it will be notified for registration either in connection with the amendment to the Articles of Association referred to above, or as soon as possible thereafter.
According to the Finnish Companies Act, distributions to shareholders during the three years following the registration of the reduction of share capital in order to cover losses can only be made by following the creditor protection procedure. According to the Restructuring Programme, the company may not distribute the company’s assets to shareholders during the implementation of the repayment schedule under the Restructuring Programme either.
Organisational meeting of the Board of Directors
The Board of Directors, which convened after the Annual General Meeting, elected Roland Neuwald as its Chair, and Leena Niemistö 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 seven members of the Board are independent of the company. Six of the company's Board members are independent of significant shareholders (Anne Kuittinen, Esa Lager, Roland Neuwald, Leena Niemistö,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 CEO of Föreningen Konstsamfundet r.f.
The Board of Directors decided to establish an Audit Committee and a Personnel and Compensation Committee among its members. Esa Lager was elected as Chair of the Audit Committee, and Stefan Björkman and Leena Niemistö were elected as the other members of the committee. Roland Neuwald was elected as Chair of the Personnel and Compensation Committee and Stefan Björkman and Leena Niemistö as the other members of the committee.
Further information:
Jukka Naulapää, Chief Legal Officer, tel. +358 9 121 3850
STOCKMANN plc
Jari Latvanen
CEO
Distribution:
Nasdaq Helsinki
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