NOTICE OF STOCKMANN’S ANNUAL GENERAL MEETING

STOCKMANN plc
Company Announcement
13.2.2009 at 12.45

NOTICE OF STOCKMANN’S ANNUAL GENERAL MEETING

Notice is hereby given to the shareholders of Stockmann plc that the
Annual General Meeting will be held at 16:00 on 17 March 2009 at Finlandia
Hall in Helsinki (address: Karamzininkatu 4). Persons who have registered
for the meeting are asked to arrive no earlier than 14:30.

A. Matters on the agenda of the general meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize 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 financial statements, the report of the Board of
Directors and the auditor’s report for the year 2008
Review by the CEO

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes to the Annual General Meeting that a
dividend of EUR 0.62 per share be paid for the financial year 2008. The
dividend will be paid to shareholders who on the record date for the
dividend payout, 20 March 2009, are registered in the shareholder register
maintained by Euroclear Finland Ltd (formerly Finnish Central Securities
Depository Ltd). The Board of Directors proposes that the dividend be paid
out on 2 April 2009.

Additionally, the Board of Directors proposes that it be authorized to
decide at its discretion on the payment of a dividend of up to EUR 0.38
per share, should the company’s financial situation permit this, in
addition to the dividend payment to be decided by the Annual General
Meeting. The Board of Directors must make its decision by 31 December
2009. Any dividend paid on the basis of the Board’s decision will be paid
to shareholders who, on the record date determined by the Board of
Directors, are registered in the shareholder register maintained by
Euroclear Finland Ltd (formerly Finnish Central Securities Depository
Ltd). The Board of Directors will decide on the record date for dividend
payout and on the dividend payment date, which may not occur before five
banking days have elapsed, inclusive of the record date.

9. Resolution on discharging the members of the Board of Directors and the
CEO from liability

10. Resolution on the remuneration of the members of the Board of
Directors
The Appointments and Compensation Committee of the Board of Directors
proposes to the Annual General Meeting that the remuneration of the
members of the Board of Directors remain the same for the term of office
ending at the conclusion of the 2010 Annual General Meeting as for the
previous term of office: chairman EUR 76,000, vice chairman EUR 49,000,
and other members EUR 38,000 each. The remuneration is proposed to be paid
in shares. Additionally, the Appointments and Compensation Committee of
the Board of Directors proposes that each member of the Board be paid EUR
500 as a meeting remuneration for each meeting of the Board of Directors
and of the Appointments and Compensation Committee.

11. Resolution on the number of members of the Board of Directors
The Appointments and Compensation Committee of the Board of Directors
proposes to the Annual General Meeting that the number of members of the
Board of Directors remain the same, i.e. seven.

12. Election of members of the Board of Directors
The Appointments and Compensation Committee of the Board of Directors
proposes to the Annual General Meeting that the present members of the
Board of Directors, LL.M Christoffer Taxell, Managing Director Erkki
Etola, Managing Director Kaj-Gustaf Bergh, Professor Eva Liljeblom,
Managing Director Kari Niemistö, Director of Sustainable Development
Carola Teir-Lehtinen and Managing Director Henry Wiklund, be re-elected
for the term of office continuing until the end of the next Annual General
Meeting.

13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the
auditor to be chosen be remunerated in accordance with a reasonable
invoice presented by him/her.

14. Election of auditor
The company’s shareholders, who represent over 50 per cent of the voting
rights, have informed that they will propose to the Annual General Meeting
that Jari Härmälä, Authorized Public Accountant, and Henrik Holmbom,
Authorized Public Accountant, having given their consents, be re-elected
as auditors. It is proposed that KPMG Oy Ab, a firm of Authorized Public
Accountants, be re-elected as a deputy auditor.

15. Proposal by the Board of Directors to amend articles 3 and 5 of the
Articles of Association
The Board of Directors proposes to the Annual General Meeting that the
restriction on voting rights provided for in article 3 of the Articles of
Association, according to which no one can cast more than one fifth of the
votes represented at the General Meeting, be abolished. Additionally, the
Board of Directors proposes that article 5 of the Articles of Association
be amended so that the provision on the maximum age for a member of the
Board of Directors is abolished. Currently, a person who has reached the
age of 65 years cannot be elected a member of the Board of Directors.

16. Proposal by the Board of Directors to amend the terms of the 2008
share options for Loyal Customers
The Board of Directors proposes to the Annual General Meeting that the
terms of the 2008 share options for Loyal Customers of Stockmann plc be
amended so that the subscription price is the volume-weighted average
price of Series B shares on the Helsinki exchange during the period 1
February – 28 February 2009. According to the decision by the 2008 Annual
General Meeting on the terms of the share options for Loyal Customers, the
determination period for the subscription price was 1 February – 29
February 2008. It is proposed that the other terms regarding the share
options remain the same. The collapse in general price levels on the share
market caused by the global financial crisis has resulted in a situation
where the original stipulation on the determination of the subscription
price prevents the realization of the object of the Share Option
Programme. Under the terms of the 2008 share options for Loyal Customers,
and deviating from the pre-emptive rights of shareholders, a maximum total
of 2 500 000 share options will be granted to Stockmann’s Loyal Customers
without consideration. There is a weighty financial reason for the
issuance of share options because they are issued in order to offer Loyal
Customers a benefit in reward for their purchasing loyalty while
simultaneously strengthening the competitive position of Stockmann. Each
share option entitles its holder to subscribe one of the company’s Series
B shares. The subscription price of each share subscribed under the share
option will be decreased on the record date for each dividend payout by
the amount of dividend declared after the determination period for the
subscription price but prior to the share subscription. The subscription
periods for the shares are May 2011 and May 2012. As a result of the
subscriptions, the share capital of the company may increase by a maximum
of EUR 5 000 000.

17. Closing of the meeting

B. Documents of the Annual General Meeting
The proposals of the Board of Directors and the Appointments and
Compensation Committee of the Board of Directors relating to the agenda of
the Annual General Meeting and also this notice are available on Stockmann
plc’s website at www.stockmann.com. The annual report of Stockmann plc,
including the company’s financial statements, the report of the Board of
Directors and the auditor’s report, will be available on the above-
mentioned website no later than 23 February 2009. The proposals of the
Board of Directors and the financial statements will also be available at
the meeting. Copies of these documents and of this notice will be sent to
the shareholders upon request.

C. Instructions for those participating in the Annual General Meeting

1. The right to participate and registration
Each shareholder who, on 6 March 2009, is registered in the shareholder
register for the company maintained by Euroclear Finland Ltd (formerly
Finnish Central Securities Depository Ltd) has the right to participate in
the Annual General Meeting. All shareholders with shares registered in a
personal book-entry account will be registered in the company’s
shareholder register.

Shareholders who wish to participate in the Annual General Meeting must
register for the meeting no later than Tuesday, 10 March 2009 at 16:00 by
giving prior notice of this. Such notice can be given:
a) on the company’s website, www.stockmann.com
b) by telephone +358 9 121 3260;
c) by fax +358 9 121 3101; or
d) by regular mail to the following address: Stockmann Oyj Abp,
Yhtiökokousilmoittautuminen, Aleksanterinkatu 52 B, 00100 Helsinki.

When registering, shareholders must give their name, personal
identification number, address, telephone number and the name of a
possible assistant. The personal data given to Stockmann plc is used only
in connection with the Annual General Meeting and with the processing of
related registrations.

Pursuant to chapter 5, section 25 of the Limited Liability Companies Act,
a shareholder who is present at the Annual General Meeting has the right
to request information with respect to the matters to be considered at the
meeting.

2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise
his/her rights at the meeting by way of proxy representation. A proxy
representative shall produce a dated proxy document or otherwise
demonstrate in a reliable manner his/her right to represent the
shareholder at the Annual General Meeting. Any proxy documents (originals)
should be delivered to Stockmann Oyj Abp, Yhtiökokousilmoittautuminen,
Aleksanterinkatu 52 B, 00100 Helsinki before the registration deadline.

3. Holders of nominee registered shares
Holders of nominee registered shares wishing to participate in the Annual
General Meeting must be entered in the shareholder register for the
company on the record date (6 March 2009) for the meeting. Holders of
nominee registered shares are advised to request from their asset manager
the necessary instructions regarding registration in the shareholder
register for the company, the issuing of proxy documents and registration
for the Annual General Meeting. Further information on these matters can
also be found on the company’s website at www.stockmann.com.

4. Other instructions and information
On the date of this notice, 13 February 2009, Stockmann plc had a total of
26 582 049 Series A shares and 35 121 287 Series B shares, and the total
number of votes carried by Series A shares was 265,820,490 and by Series B
shares 35,121,287.

Free parking is available in the Finlandia Hall car park for those
participating in the Annual General Meeting. The venue’s doors will be
open at 14:30.

Helsinki, 13 February 2009

Stockmann plc

Board of Directors

STOCKMANN plc

Hannu Penttilä
CEO

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