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NOTICE OF STOCKMANN’S ANNUAL GENERAL MEE
STOCKMANN plc STOCK EXCHANGE RELEASE February 18, 2004, 14.00 p.m.
NOTICE OF STOCKMANN’S ANNUAL GENERAL MEETING
Notice is hereby given to the shareholders of Stockmann plc that the
company’s Annual General Meeting will be held on Tuesday, March 30, 2004,
at 4.00 p.m. in the Concert Hall of Finlandia Hall at the address
Karamzininkatu 4, Helsinki. In addition to advance registration,
shareholders must register at the meeting venue beginning at 2.30 p.m.
Coffee will be served beginning at 2.30 p.m. Registration for the meeting
should be made at the reception desk no later than by 3.45 p.m. Free
parking will be provided for attendees in the parking lot of Finlandia
Hall.
The following items are on the agenda:
1. The matters belonging to the competence of the Annual General Meeting
under Article 14 of the Articles of Association.
2. Amendment of the Articles of Association
Proposal of the Board of Directors for the partial amendment of Article 5
of the Articles of Association. The main content of the proposed amendment
is the following:
– The regulation concerning the term of office of a member of the Board of
Directors shall be changed such that the members are elected for one year
at a time.
3. Proposal for authorizing the Board of Directors to decide on the
transfer of own shares
The Board of Directors proposes that the Annual General Meeting authorize
the Board to decide on the transfer of a maximum of 413,000 of the
company’s own Series B shares (treasury shares). The authorization
comprises the right to transfer shares in one or more instalments in
disapplication of shareholders’ pre-emptive rights. Shares can be
transferred as consideration in acquisitions that may be made or in other
structural arrangements, be used as part of the company’s incentive and
compensation system, be used for the payment of share bonuses to the Board
of Directors, or they can be sold in public trading. The transfer must
take place in a public trade at the fair value from time to time. The
authorization is valid for one year from the close of the Annual General
Meeting.
4. Board of Directors’ proposal for the reconfirmation of the share
options 2000 for registration
The Annual General Meeting of Stockmann plc passed a resolution on April
11, 2000, to offer share options for subscription by key employees of
Stockmann plc and the company’s wholly-owned subsidiary. The Annual
General Meeting’s resolution on the granting of share options was entered
in the Trade Register on September 1, 2000. The share options have been
distributed, in accordance with their terms and conditions, in their
entirety. Because of an error that has been observed in the Trade Register
entries for the Stockmann plc share options 2000, the Board of Directors
proposes to the Annual General Meeting that the resolution of the Annual
General Meeting made on April 11, 2000, concerning the granting of share
options be reconfirmed for registration according to the previous terms
and conditions.
Accordingly, the Board of Directors proposes to the Annual General Meeting
that the meeting confirm the resolution passed on April 11, 2000,
according to which key employees belonging to the senior and middle
management of Stockmann or its subsidiaries be granted, without
consideration, 2,500,000 share options entitling them to subscribe for
2,500,000 Stockmann plc Series B shares. Of the share options, 625,000 are
to be marked with the letter A, 625,000 with the letter B and 1,250,000
with the letter C. Each share option entitles its holder to subscribe for
one Stockmann plc Series B share with a par value of 2 euros. When
subscribing for shares on the basis of the A share options, the
subscription price is 20 euros per share; on the basis of B share options,
21 euros per share and on the basis of C share options, 22 euros. The
subscription price of the share will be reduced by the per-share amount of
the dividends paid out after April 11, 2000, and before the share
subscription. The subscription period for the shares to be subscribed for
on the basis of the share options commences with the A share option on
April 1, 2003, with the B share option on April 1, 2004 and with the C
share option on April 1, 2005 and ends, for all share options, on April 1,
2007. On the basis of subscriptions made through the exercise of option
warrants, the share capital can be increased by a maximum of 5,000,000
euros.
Financial statement documents and proposals by the Board of Directors
The financial statement documents and the above-mentioned proposals by the
Board of Directors are available for inspection by shareholders as from
March 22, 2004, at the company’s Head Office, Aleksanterinkatu 52 B, 8th
floor, Helsinki (Christina Harjunpää). Copies of the documents will be
sent to shareholders upon request.
Participation in the Annual General Meeting
Those shareholders are entitled to participate in the Annual General
Meeting, who have been entered on Friday, March 19, 2004, as shareholders
in the Shareholder Register kept by Finnish Central Securities Depository
Ltd and who have registered for the meeting no later than on Thursday,
March 25, 2004.
Also a shareholder whose shares have not been transferred to the book-
entry system has the right to participate in the Annual General Meeting
providing that the shareholder has been registered in the company’s Share
Register before September 28, 1994. In this case the shareholder must
present, at the Annual General Meeting, his share(s) or other
documentation indicating that title to the shares has not been transferred
to the book-entry system.
Shareholders wishing to participate in the Annual General Meeting must
notify the company of their intention to attend no later than on Thursday,
March 25, 2004, by 4.00 p.m. by telephoning +358-9-121 4010 or by email on
agm@stockmann.fi. If a participant in the meeting represents a shareholder
by proxy, we request that proxy forms for a designated person be delivered
to the company no later than by March 25, 2004, at the address Stockmann
plc, Petra Laakso, P.O. Box 220, 00101 Helsinki.
Payment of dividend
The Board of Directors is proposing to the Annual General Meeting that a
dividend of EUR 0.90 per share be paid for the 2003 financial year as well
as a bonus dividend of EUR 0.45 per share, or a total of EUR 1.35 per
share. It is proposed that the dividend for the 2003 financial year be
paid out on April 14, 2004, to shareholders who on the record date for
dividend payments, April 2, 2004, have been entered as shareholders in the
Shareholder Register kept by Finnish Central Securities Depository Ltd.
In respect of those shareholders who have not transferred their share
certificates to the book-entry system by the record date, the dividend
will be paid to them after they have transferred their shares to the book-
entry system.
Composition of the Board of Directors
Of the present members of the Board of Directors, those due to retire are
Erik Anderson, LL. M., and Kari Niemistö, managing director, Oy Selective
Investor Ab. Erik Anderson has given notice that he will no longer stand
for election to the Board of Directors. If the Annual General Meeting
approves the amendment to the Articles of Association mentioned in Section
2, the company’s Board of Directors will be elected in its entirety at the
Annual General Meeting. The Board’s Appointments and Compensation
Committee is proposing to the Annual General Meeting that seven members be
elected to seats on the Board and that of the Board’s present members,
Lasse Koivu, managing director, Föreningen Konstsamfundet r.f., Erkki
Etola, managing director, Oy Etola Ab, Professor Eva Liljeblom, Kari
Niemistö, managing director, Oy Selective Investor Ab, Christoffer Taxell,
LL. M., and Henry Wiklund, managing director, Svenska litteratursällskapet
i Finland r.f., having given their consent, be re-elected, to a period of
office up to the end of the next Annual General Meeting. In addition, the
Committee is proposing that Carola Teir-Lehtinen, Corporate Executive Vice
President, Communications, Fortum Corporation, having given her consent,
be elected as a new member to the same period of office.
Helsinki, February 12, 2004
Board of Directors
STOCKMANN plc
Hannu Penttilä
CEO
DISTRIBUTION
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