Notice to Stockmann’s Annual General Meeting

STOCKMANN plc, Notice to general meeting 24.2.2023 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 22 March 2023 at 14:00 (Finnish time) at Pikku-Finlandia at the address Karamzininranta 4, FI-00100 Helsinki, Finland. The reception of participants that have registered for the meeting and the distribution of voting tickets will commence at 12:30 (Finnish time) at the meeting venue.

Shareholders can also exercise their right to vote by voting in advance. Instructions for advance voting are presented in this notice under section C.

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

3. Election of persons to confirm 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 Annual Accounts, the report of the Board of Directors and the Auditor’s Report for the year 2022

Stockmann's Annual Report for the year 2022, including the Annual Accounts, the report of the Board of Directors and the Auditor’s Report, will be available on the Company’s website at www.stockmanngroup.com/en/annual-general-meeting-2023 as of on or about 28 February 2023.

7. Adoption of the Annual Accounts

8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
According to the terms of the Company’s restructuring programme approved on 9 February 2021, which is available on the Company’s website at www.stockmanngroup.com/en/corporate-restructuring (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 based on the balance sheet to be adopted for the year 2022 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 persons that have acted as members of the Board of Directors and the CEO during the financial period 1 January 2022 – 31 December 2022

10. Presentation and adoption of the Remuneration Report
The Remuneration Report for the governing bodies will be available on the Company’s website at www.stockmanngroup.com/en/annual-general-meeting-2023 as of on or about 28 February 2023.

The resolution by the Annual General Meeting on the 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 Company’s Remuneration Policy for governing bodies, which the Annual General Meeting held on 25 February 2022 decided to support. Amendments are proposed to modernize and clarify the Remuneration Policy.

Main changes in the amended Remuneration Policy presented are as follows:

- CEO’s short term incentive opportunity is capped, at maximum, at an amount equalling the annual base salary. Target level is set to 50% of maximum.
- CEO’s long-term incentive opportunity for each scheme cycle is capped, at maximum, at the amount equalling two times the annual base salary at grant. Target level is set to 50% of maximum.
- In addition to statutory pension, CEO can be a part of supplementary defined contribution pension plans.
- Severance payment for the CEO may be agreed to a total maximum of 12 months’ base salary in addition to the six months’ salary paid for the notice period upon the termination of the CEO’s service by the Company.

In addition, amendments are proposed to the form of presentation of the information as well as certain technical amendments.

The Company's amended Remuneration Policy is attached to this notice and is available on the Company's website at www.stockmanngroup.com/en/annual-general-meeting-2023. 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 to the Annual General Meeting 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 2023, 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 2023 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 Shareholders’ Nomination Board proposes 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 Shareholders’ Nomination Board proposes following meeting fees:

- meeting fee for the Chair of the Board EUR 1,200/meeting
- meeting fee for the Board member EUR 600/meeting
- meeting fee for the Chair of the Audit Committee EUR 1,200/meeting
- meeting fee for the Audit Committee member EUR 600/meeting
- meeting fee for the Chair of the Personnel and Compensation Committee EUR 1,200/meeting
- meeting fee for the Personnel and Compensation Committee member EUR 600/meeting
 

In addition, if the meeting takes place physically outside the country of residence of the Chair or member of the Board or member of Board Committee, their fee will be doubled.
 

When a member participates in the meeting via remote connection, or for the decisions that are confirmed without convening a meeting, the meeting fee is EUR 1,200 for the Chair and EUR 600 for the member as a meeting remuneration for each meeting. The travel expenses of Board members are compensated in accordance with the Company’s travel policy.

13. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors will be six (6).

14. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the present members of the Board of Directors Stefan Björkman, Timo Karppinen, Roland Neuwald, Sari Pohjonen, 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 proposed Board members have informed the company that, if elected, they will elect Sari Pohjonen as Chair of the Board and Roland Neuwald as Vice Chair of the Board.

Board member Anne Kuittinen has informed that she will no longer be available as member of the Company's Board of Directors.

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

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. Amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting would resolve to amend the Company's Articles of Association by removing Article 14 concerning the pre-emptive purchase obligation from the Articles of Association. The numbering of the Articles of Association would be amended correspondingly so that the current Article 15 would be Article 14 going forward.

Pursuant to Article 14 of the Articles of Association, a shareholder whose proportion of all the Company’s shares or the number of votes conferred by the shares reaches or exceeds 33 1/3 per cent of 50 per cent, is liable, at the demand of the other shareholders, to purchase their shares and the securities which according to the Finnish Companies Act give title to them, in the manner specified in Article 14 of the Articles of Association. Article 14 of the Articles of Association has been in force since 2000, and its purpose has been to extend a shareholder’s obligation to make a redemption offer to other shareholders of the Company as compared with the obligation to make a redemption offer under the legislation in force at the time. The Finnish Securities Market Act, as in force prior to 2006, required that a redemption offer be made only when a shareholder’s votes in a company exceeded 2/3 of the votes attaching to the shares. In 2006, the Finnish Securities Market Act was amended pursuant to the applicable EU Directive, so that the Finnish Securities Market Act requires a mandatory public tender offer to be made to other shareholders, when the proportion of a shareholder’s voting rights exceeds 30 percent or 50 percent of the total voting rights in the company. Article 14 of the Articles of Association concerning the pre-emptive purchase obligation currently partially overlaps with the regulation in the Finnish Securities Market Act concerning mandatory public tender offers, which may result in two separate and overlapping procedures concerning the obligation to make a tender offer.

The current wording of Article 14 of the Articles of Association is available for review on the Company’s website at www.stockmanngroup.com/en/annual-general-meeting-2023.

18. Closing of the Meeting

B. Documents of the General Meeting

This notice, including the proposals for decisions by the Board of Directors in their entirety, as well as the proposals for decisions by the Shareholders’ Nomination Board and the amended Remuneration Policy are available on Stockmann’s website at www.stockmanngroup.com/en/annual-general-meeting-2023. Stockmann’s Annual Accounts, the report of the Board of Directors, the Auditor’s Report and the Remuneration Report for the year 2022 will be available on the above-mentioned website as of on or about 28 February 2023. The above-mentioned documents will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 5 April 2023, at the latest.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register
Each shareholder that is registered on the record date of the Annual General Meeting on 10 March 2023 in the shareholders’ register of the Company maintained by Euroclear Finland Oy is entitled to participate in the Annual General Meeting. Shareholders whose shares are registered on their personal Finnish book-entry account or equity savings account, are registered in the shareholders’ register of the Company.

The registration for the Annual General Meeting commences on 1 March 2023 at 10:00 (Finnish time). A shareholder registered in the shareholders’ register of the Company that wishes to participate in the Annual General Meeting shall register for the Annual General Meeting by giving a prior notice of participation, which must be received no later than on 16 March 2023 at 16:00 (Finnish time).

Such notice of participation can be given:

In connection with the registration, requested information, such as the shareholder’s name, date of birth or business identification code, address, telephone number, e-mail address and the name of a possible authorized proxy representative, legal representative, and/or assistant and the date of birth of an authorized proxy representative or legal representative shall be provided.

Personal data provided to Stockmann or Euroclear Finland Oy is used only in connection with the Annual General Meeting and the processing of related registrations.

Shareholders and their possible legal representatives or authorized proxy representatives shall, where necessary, be able to prove their identity and/or right of representation at the meeting venue.

2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the Annual General Meeting by virtue of such shares based on which they on the record date of the Annual General Meeting on 10 March 2023, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder has based on such shares been temporarily registered in the shareholders’ register maintained by Euroclear Finland Oy by no later than on 17 March 2023 at 10:00 (Finnish time). As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting.

Holders of nominee-registered shares are advised to request, without delay, necessary instructions from their custodian regarding the temporary registration in the shareholder’s register of the Company, the issuing of proxy authorization documents and voting instructions and registration for the Annual General Meeting. The account manager of the custodian shall temporarily register a holder of nominee-registered shares that wants to participate in the Annual General Meeting, in the shareholders’ register of the Company at the latest by the time stated above and, if necessary, take care of advance voting on behalf of a holder of nominee-registered shares prior to the end of the registration period concerning holders of nominee-registered shares.

For the sake of clarity, it is noted that holders of nominee-registered shares cannot register directly for the Annual General Meeting on the Company’s website, but they must be registered by their custodians instead.

Further information on these matters can also be found on the Company’s website www.stockmanngroup.com/en/annual-general-meeting-2023.

3. Proxy representatives and proxy authorization documents
Shareholders may participate in the Annual General Meeting and exercise their rights at the Annual General Meeting by way of proxy representation. A proxy representative of a shareholder may also vote in advance as described in this notice. Proxy representatives of shareholders shall produce a dated proxy authorization document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. Proxy representatives registering electronically for the Annual General Meeting must identify themselves personally through strong electronic authentication in the registration service, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance electronically.

If 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 in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

Natural persons may appoint a proxy representative in connection with the registration to the Annual General Meeting at the Company’s website. Otherwise, a proxy authorization document must be used.

Possible proxy authorization documents are requested to be delivered to Stockmann by regular mail to the address Marketta Naakka, Stockmann plc, P.O. Box 220 (Aleksanterinkatu 52, 8th floor), FI-00100 Helsinki, Finland, before the end of the registration period, by which time the proxy authorization documents must be received. Authorized proxy representatives must also be prepared to prove their right to represent a shareholder at the latest at the meeting venue. In addition to the delivery of proxy authorization documents, the shareholder or the proxy representative must register for the Annual General Meeting as described above in this notice.

Shareholders that are legal entities may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the mandate theme “Representation at the General Meeting”). When registering for the Annual General Meeting in Euroclear Finland Oy’s general meeting service, authorized representatives shall identify themselves through strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.

4. Advance voting
Shareholders with a Finnish book-entry account or equity savings account may also vote in advance on certain items on the agenda of the Annual General Meeting during the period between 1 March 2023 at 10:00 – 16 March 2023 at 16:00 (Finnish time).

Shareholders that have voted in advance that wish to exercise their other rights under the Finnish Companies Act, such as the right to ask questions, the right to propose resolutions, the right to demand a vote at the Annual General Meeting or to vote on any other proposals made at the meeting, must attend the Annual General Meeting at the meeting venue themselves or by way of proxy representation.

For holders of nominee-registered shares, advance voting is carried out via the account manager. Account managers may vote in advance on behalf of the holders of nominee-registered shares they represent in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.

Advance voting is done electronically on the Company’s website at www.stockmanngroup.com/en/annual-general-meeting-2023.

For natural persons, strong electronic authentication is required to vote in advance electronically. A shareholder may register and vote in advance by logging in using their personal online banking credentials or a mobile certificate.

Shareholders that are legal entities shall provide the number of their Finnish book-entry account, business identification code and other information required to vote in advance electronically.

For shareholders that are legal entities, no strong electronic authentication is required to vote in advance electronically. However, if a legal entity uses the electronic Suomi.fi authorization service as described in Section C.3 above, advance voting requires strong electronic authentication of the authorized individual with personal online banking credentials or a mobile certificate.

A proposal subject to advance voting is considered to have been presented without amendments at the Annual General Meeting.

Instructions regarding the electronic advance voting will also be available on the Company’s website at www.stockmanngroup.com/en/annual-general-meeting-2023 as of 1 March 2023 at 10:00 (Finnish time) at the latest.

5. Other instructions and information
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-2023.

Pursuant to Chapter 5 Section 25 of the Finnish Companies Act, a shareholder that 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 to the Annual General Meeting, 24 February 2023, Stockmann has a total of 155,880,206 shares representing 155,880,206 votes. On the date of this notice, the Company does not hold any treasury shares.

Changes in shareholding after the record date of the Annual General Meeting on 10 March 2023 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.

The meeting room’s doors will open at 13:50 (Finnish time).

Helsinki, 24 February 2023

STOCKMANN plc
The Board of Directors

Further information:
Jukka Naulapää, Chief Legal Officer, tel. +358 50 389 0013

www.stockmanngroup.com

STOCKMANN plc

Jari Latvanen
CEO

Distribution:
Nasdaq Helsinki
Principal media