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STOCKMANN’S ANNUAL GENERAL MEETING ON MA
STOCKMANN plc STOCK EXCHANGE RELEASE March 30, 2004, at 18.00
STOCKMANN’S ANNUAL GENERAL MEETING ON MARCH 30, 2004
Stockmann plc’s Annual General Meeting, held in Helsinki on March 30,
2004, approved the financial statements for the financial year January 1-
December 31, 2003, and granted release from liability to those responsible
for the accounts. The Annual General Meeting decided to pay a basic
dividend for last year of EUR 0.90 and a bonus dividend of EUR 0.45, or a
total of EUR 1.35 per share. The Board of Directors’ proposals to the
Annual General Meeting were approved without changes.
CEO’S review
In his review of the year at Stockmann’s Annual General Meeting in
Helsinki on March 30, 2004, CEO Hannu Penttilä observed that the Group
will henceforth have only limited possibilities for organic growth in the
domestic market. Growth will be sought abroad – in Russia and the Baltic
countries. Last year, sales abroad accounted for 11 per cent of aggregate
sales. The proportion will rise quickly this year because the Riga
department store will be in operation for its first full year, and in
Moscow two new department stores and 2-3 new Zara stores will be opened.
Seppälä too is continuing its expansion in Latvia and will open its first
stores in Russia as well. Penttilä believes that the Stockmann Group will
not have any difficulty reaching its strategic objective of generating at
least a third of sales and earnings abroad by 2008.
Penttilä says that the outlook for the Stockmann Group this year and in
the near future is promising. The Company has had a very good start to the
year, with the department stores and Seppälä performing especially well.
The sales trend in March has also been strong and first-quarter profit on
ordinary operations will improve markedly on last year’s figure. First-
quarter operating profit will nevertheless fall short of last year’s
result because the capital gain booked on the disposal of the Tapiola
department store property was included in the first-quarter result last
year.
The growth in the Stockmann Group’s sales this year is estimated to be at
least on a par with 2003 and to top 1.8 billion euros. Stockmann’s target
is for the Group to post higher profit before extraordinary items in 2004
than it did in 2003.
Dividend of EUR 1.35 per share
The Annual General Meeting resolved that a dividend of EUR 0.90 per share
is to be paid for the 2003 financial year as well as a bonus dividend of
EUR 0.45, or a total of EUR 1.35 per share. The total dividend payout will
amount to EUR 70.5 million. The dividend will be paid on April 14, 2004,
to those shareholders who on the record date for the dividend payout,
April 2, 2004, have been entered in the Shareholder Register kept by
Finnish Central Securities Depository Ltd.
Amendment to the Articles of Association
The Annual General Meeting approved the Board of Directors’ proposal for
amending the provision concerning the term of office of a member of the
Board of Directors as set out in Article 5 such that the members of the
Board of Directors are to be elected for one year at a time. The previous
and new Article 5 of the Articles of Association are annexed hereto.
Election of the members of the Board of Directors
The Annual General Meeting resolved, in accordance with the proposal of
the Board’s Appointments and Compensation Committee, that seven members be
elected to seats on the Board and re-elected from among 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., for a term of office up to the end of
the next Annual General Meeting. Following the notification of Erik
Anderson, LL.M., that he did not wish to stand for election, Carola Teir-
Lehtinen, Senior Vice President, Corporate Communications, Fortum
Corporation, was elected as a new member in accordance with the
Committee’s proposal.
At its organization meeting on March 30, 2004, the Board of Directors re-
elected Lasse Koivu chairman and Erkki Etola vice chairman.
Auditors
Re-elected as regular auditors were Wilhelm Holmberg, Authorized Public
Accountant, and Henrik Holmblom, Authorized Public Accountant. KPMG Wideri
Oy Ab will continue to act as the deputy auditor.
Other resolutions
The Annual General Meeting passed a resolution to authorize the Board of
Directors to decide on transferring a maximum of 413,000 of the Company’s
own Series B shares (treasury shares) in one or more instalments. The
authorization will be valid for one year.
Because of an error that has been observed in the Trade Register entries
for the Stockmann plc share options 2000, the Annual General Meeting
resolved to confirm for registration purposes the resolution, passed by
the Annual General Meeting on April 11, 2000, concerning the granting of
share options to key personnel of the senior and middle management of
Stockmann and its subsidiaries on the previous terms and conditions.
STOCKMANN plc
Hannu Penttilä
CEO
DISTRIBUTION
Helsinki Exchanges
Principal media
STOCKMANN plc, SUPPLEMENT TO STOCK EXCHANGE RELEASE March 30, 2004
Article 5 of the old Articles of Association:
Article 5 Board of Directors
The Company’s Board of Directors shall have a minimum of five and a
maximum of nine members.
The members of the Board of Directors shall be elected to a three-year
term of office such that, as far as possible, one third of them will be
due to retire each year. To arrive at a distribution of this type, part of
the members can be elected for one or two years.
The term of office of a member of the Board of Directors shall begin from
the General Meeting at which he has been elected and end at the close of
the Annual General Meeting when his term of office has expired. If the
membership of a Board member comes to an end whilst he is serving on the
Board, a new member can be elected at the next General Meeting.
A person who has reached the age of 65 years cannot be elected a member of
the Board of Directors.
The Board of Directors shall elect from amongst its number a Chairman and
a Vice Chairman for one year at a time.
The Board of Directors shall have a quorum when more than half of its
members are in attendance. Decisions shall be made on the majority
principle. In the event of a tie, the Chairman shall have the casting
vote. However, if the voting results in a tie when electing the Chairman
of the Board of Directors, the election shall be decided by casting lots.
Article 5 of the new Articles of Association:
Article 5 Board of Directors
The Company’s Board of Directors shall have a minimum of five and a
maximum of nine members.
The term of office of a member of the Board of Directors shall commence
from the Annual General Meeting at which the director was elected and end
at the close of the next Annual General Meeting.
A person who has reached the age of 65 years cannot be elected a member of
the Board of Directors.
The Board of Directors shall elect from amongst its number a Chairman and
a Vice Chairman for one year at a time.
The Board of Directors shall have a quorum when more than half of its
members are in attendance. Decisions shall be made on the majority
principle. In the event of a tie, the Chairman shall have the casting
vote. However, if the voting results in a tie when electing the Chairman
of the Board of Directors, the election shall be decided by casting lots.