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STOCKMANN’S ANNUAL GENERAL MEETING ON MARCH 29, 2005
STOCKMANN plc STOCK EXCHANGE RELEASE March 29, 2005, at 18.30
STOCKMANN’S ANNUAL GENERAL MEETING ON MARCH 29, 2005
Stockmann plc’s Annual General Meeting, held in Helsinki on March 29,
2005, approved the financial statements for the financial year January 1 –
December 31, 2004, and granted release from liability to those responsible
for the accounts. The Annual General Meeting decided to pay a dividend of
EUR 1.00 per share for last year. The Board of Directors’ proposals to the
Annual General Meeting were approved without changes.
CEO’s review
In his review at Stockmann’s Annual General Meeting in Helsinki on March
29, 2005, CEO Hannu Penttilä stated that the Stockmann Group’s profit on
ordinary operations rose to a record high in 2004, having grown by a
whopping 30 per cent thanks to the substantial earnings increase turned in
by the Department Store Division and Seppälä. Other operating income in
2004 fell markedly short of the previous year’s figure, but in spite of
this the Group’s total earnings improved to EUR 79.1 million. The Group’s
sales totalled EUR 1,735 million.
As sales abroad surged, their share of the Group’s total sales increased
to 14 per cent. Penttilä estimated that Stockmann is well on schedule in
the implementation of its strategic objective: that by the end of 2008
about a third of the Group’s sales and at least an equal proportion of
earnings will come from abroad.
According to Penttilä, the Stockmann Group’s sales during the present year
will see significantly stronger growth in Russia and the Baltic countries
than in Finland. Total sales are expected to rise to about EUR 1.9 billion
and the consolidated profit to once again improve on the previous year’s
figure.
Dividend of EUR 1.00 per share
The Annual General Meeting resolved that a dividend of EUR 1.00 per share
is to be paid for the 2004 financial year. The total dividend payout will
amount to EUR 53.0 million. The dividend will be paid on April 8, 2005, to
those shareholders who on the record date for the dividend payout, April
1, 2005, 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
the partial amendment of Articles 2, 11 and 12 of the Articles of
Association. Article 2 was amended such that the company can also be
engaged in restaurant business. Article 11 was amended in accordance with
the amendments to the Finnish Companies’ Act such that a notice of General
Meeting must be published 17 days before the General Meeting at the
latest. Also Article 12 was amended in accordance with the amendments to
the Finnish Companies’ Act such that a shareholder has to register to the
General Meeting no later than at the date mentioned in the notice, which
can be no earlier than 10 days before the General Meeting. The previous
and new Articles 2, 11 and 12 of the Articles of Association are annexed
hereto.
Election 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 of Directors 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., Carola Teir-Lehtinen, Senior Vice
President, Fortum Corporation, 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.
In its organization meeting on March 29, 2005, the Board of Directors re-
elected Lasse Koivu chairman and Erkki Etola vice chairman. The Board of
Directors re-elected Lasse Koivu chairman of the Board’s Appointments and
Compensation Committee. Erkki Etola and Henry Wiklund were re-elected
other members of the Appointments and Compensation Committee.
Auditors
Re-elected as regular auditors were Wilhelm Holmberg, Authorized Public
Accountant, and Henrik Holmbom, Authorized Public Accountant. KPMG 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 401,172 of the Company’s
own Series B shares (treasury shares) in one or more instalments. The
authorization will be valid for one year.
STOCKMANN plc
Hannu Penttilä
CEO
DISTRIBUTION
Helsinki Exchanges
Principal media
STOCKMANN plc, SUPPLEMENT TO STOCK EXCHANGE RELEASE March 29, 2005
Article 2 of the old Articles of Association:
Article 2 Line of business
The Company’s line of business is to engage in department store
operations, the motor trade, mail order sales and other retail trade as
well as in business operations and services connected with them. The
Company can engage in financing and investment operations.
Article 2 of the new Articles of Association:
Article 2 Line of business
The Company’s line of business is to engage in department store
operations, the motor trade, mail order sales and other retail trade as
well as in business operations and services connected with them. The
Company can engage in financing and investment operations and the
restaurant business.
Article 11 of the old Articles of Association:
Article 11 Notice of a General Meeting
A notice of a General Meeting shall be published, in a newspaper which is
determined by the Board of Directors and comes out in the Helsinki area,
no earlier than two months and no later than two weeks before the last day
for notification. Alternatively, the notice can be sent out within the
above-mentioned fixed periods as an ordinary letter to shareholders
entered in the Company’s Shareholder Register.
Article 11 of the new Articles of Association:
Article 11 Notice of a General meeting
A notice of a General Meeting shall be published, in a newspaper which is
determined by the Board of Directors and comes out in the Helsinki area,
no earlier than two months and no later than seventeen (17) days before
the last day for notification. Alternatively, the notice can be sent out
within the above-mentioned fixed periods as an ordinary letter to
shareholders entered in the Company’s Shareholder Register.
Article 12 of the old Articles of Association:
Article 12 Right to vote and registration to attend a General Meeting
A shareholder shall exercise his right to vote at a General Meeting
personally or via a proxy.
In order to participate in a General Meeting, a shareholder who has been
entered in the Shareholder Register must notify the Company of his
intention to attend the meeting at the time and place mentioned in the
notice of meeting. The date of notification can be no earlier than five
days before the meeting. A shareholder whose Shares have not been
transferred to the book-entry system shall also have the right to
participate in a General Meeting provided that the shareholder has been
entered in the Company’s Shareholder Register prior to September 28, 1994.
In this case the shareholder must present his share certificate or other
documentation indicating that title to the Shares has not been transferred
to the book-entry system.
Article 12 of the new Articles of Association:
Article 12 Right to vote and registration to attend a General Meeting
A shareholder shall exercise his right to vote at a General Meeting
personally or via a proxy.
In order to participate in a General Meeting, a shareholder who has been
entered in the Shareholder Register must notify the Company of his
intention to attend the meeting at the time and place mentioned in the
notice of meeting. The date of notification can be no earlier than ten
(10) days before the meeting. A shareholder whose Shares have not been
transferred to the book-entry system shall also have the right to
participate in a General Meeting provided that the shareholder has been
entered in the Company’s Shareholder Register prior to September 28, 1994.
In this case the shareholder must present his share certificate or other
documentation indicating that title to the Shares has not been transferred
to the book-entry system.