Notice to Stockmann’s Annual General Meeting
STOCKMANN plc, Notice to general meeting 23.2.2024 at 8:00 EET
Notice to Stockmann’s Annual General Meeting
Notice is given to the shareholders of Stockmann plc ("Stockmann" or the "Company") to the Annual General Meeting to be held on Thursday 21 March 2024 at 13:00 (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 11:30 (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.4 " Advance voting".
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 2023
Stockmann's Annual Report for the year 2023, 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/investors/corporate-governance/annual-general-meeting/
on or about 27 February 2024.
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/investors/stockmann-as-an-investment/ (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 2023 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 2023 – 31 December 2023
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/investors/corporate-governance/annual-general-meeting/
on or about 27 February 2024.
The resolution by the Annual General Meeting on the adoption of the remuneration report is advisory.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Board remuneration will remain unchanged and 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 2024, 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 2024 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 a 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.
12. 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).
13. Election of members of the Board of DirectorsThe 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.
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 at www.stockmanngoup.com.
14. 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. For the sake of clarity it is noted that the elected auditor would also be reimbursed for services rendered for sustainability reporting assurance services based on an invoice approved by the Board of Directors.
15. 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.
If elected as the Company's auditor, Ernst & Young Oy would also act as the sustainability reporting assurance provider of the Company.
16. Change of the Company’s business name
As one part of the strategic assessment announced on 25 September 2023, the Company has considered changing its name to Lindex Group, as the name change would better reflect Lindex division’s role in the Group’s business.
The Board of Directors proposes that the Annual General Meeting would resolve to amend Article 1 of the Articles of Association to change the business name of the Company to “Lindex Group”.
Pursuant to the proposal of the Board of Directors, Article 1 of the Company's Articles of Association would be amended to read as follows:
"Article 1 Business name and domicile
The Company’s business name is Lindex Group Oyj, in Swedish Lindex Group Abp and in English Lindex Group plc, and it is domiciled in Helsinki."
17. Amendment of Article 11 of the Articles of Association
The Board of Directors proposes that the Annual General Meeting would decide to amend the Company’s Articles of Association to enable arranging a General Meeting as a virtual meeting without a meeting venue as an alternative for a physical meeting or a hybrid meeting. The amendment is intended to facilitate the holding of General Meetings virtually among others in situations like pandemics or other unforeseen or exceptional circumstances, however not limited to these situations. The Finnish Companies Act requires that shareholders can exercise their full rights in virtual meetings, with equal rights to those in customary in-person General Meetings. The amendments do not preclude arranging General Meetings as customary in-person meetings or hybrid meetings.
Pursuant to the proposal of the Board of Directors, Article 11 of the Company’s Articles of Association would be amended to read as follows:
“Article 11 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.
The Board of Directors may decide that the General Meeting is arranged without a meeting venue in a manner where shareholders exercise their full decision-making powers in real time during the General Meeting using telecommunications and technical means (virtual meeting).”
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 and the proposals for decisions by the Shareholders’ Nomination Board are available on Stockmann’s website at www.stockmanngroup.com/en/investors/corporate-governance/annual-general-meeting/.
Stockmann’s annual accounts, the report of the Board of Directors, the auditor’s report for the year 2023 and the remuneration report will be available on the above-mentioned website on or about 27 February 2024. 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 4 April 2024, 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 11 March 2024 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 26 February 2024 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 15 March 2024 at 16:00 (Finnish time). Shareholders may also vote in advance in connection with the registration in the manner described below in section C.4 " Advance voting".
Such notice of participation can be given:
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a) through Stockmann’s website at: |
www.stockmanngroup.com/en/investors/corporate-governance/annual-general-meeting/ Electronic registration requires strong electronic authentication of the shareholder or the shareholder's legal representative or proxy representative with a Finnish, Swedish, or Danish bank ID or mobile certificate. |
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b) by email or regular mail: |
A shareholder providing notice of participation by email or mail shall send the registration form available on the Company’s website at www.stockmanngroup.com/en/investors/corporate-governance/annual-general-meeting/or corresponding information to Innovatics Oy by email at [email protected] or by mail to Innovatics Oy, Annual General Meeting/Stockmann plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. The registration form will be available on the Company's website as of 26 February 2024 at 10:00 (Finnish time) at the latest. |
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 legal representative, authorized proxy representative, and/or assistant and the date of birth of a legal representative or authorized proxy representative or shall be provided.
Personal data provided to Stockmann or Innovatics Oy by shareholders or their representatives is used only in connection with the Annual General Meeting and the processing of related necessary 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.
Further information on registration and advance voting is available by telephone during the registration period for the Annual General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 to 12:00 and from 13:00 to 16:00 p.m. (Finnish time).
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 11 March 2024, 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 18 March 2024 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 well in advance 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 account managers instead.
Further information on these matters can also be found on the Company’s website at www.stockmanngroup.com/en/investors/corporate-governance/annual-general-meeting/.
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 electronic registration service, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance electronically.
A template for a proxy authorization document will be available on the Company's website at www.stockmanngroup.com/en/investors/corporate-governance/annual-general-meeting/ as of 26 February 2024 at the latest. 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.
Possible proxy authorization documents are requested to be submitted preferably as attachments in connection with electronic registration or alternatively by email to [email protected] or as original copies by mail to Innovatics Oy, AGM/Stockmann plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, before the end of the registration period, by which time the proxy authorization documents must be received. 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 (mandate theme “Representation at the General Meeting”). Authorized representatives shall identify themselves in the general meeting service through strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication can be conducted with bank ID 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 26 February 2024 at 10:00 – 15 March 2024 at 16:00 (Finnish time) in the following ways:
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a) through Stockmann’s website at: |
www.stockmanngroup.com/en/investors/corporate-governance/annual-general-meeting/ Electronic advance voting requires strong electronic authentication of the shareholder or the shareholder's legal representative or proxy representative with a Finnish, Swedish, or Danish bank ID or mobile certificate. |
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b) by email or regular mail: |
A shareholder may submit the registration and advance voting form available on the Company’s website at www.stockmanngroup.com/en/investors/corporate-governance/annual-general-meeting/ or corresponding information to Innovatics Oy by e-mail addressed to [email protected] or by regular mail addressed to Innovatics Oy, AGM/Stockmann plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. The registration and advance voting form will be available on the Company’s website as of 26 February 2024 at 10:00 (Finnish time) at the latest. |
For holders of nominee-registered shares, advance voting is carried out via their 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 votes must be received by the end of the advance voting period. Submitting advance votes before the end of registration and advance voting period is considered due registration for the Annual General Meeting, provided they contain the information required for registration, as mentioned above in section C.1.
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 or to vote on potential counterproposals or any other proposals made at the meeting, must attend the Annual General Meeting at the meeting venue themselves or by way of proxy representation.
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/investors/corporate-governance/annual-general-meeting/ as of 26 February 2024 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 at www.stockmanngroup.com/en/investors/corporate-governance/annual-general-meeting/.
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, 23 February 2024, Stockmann has a total of 159,023,044 shares representing 159,023,044 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 11 March 2024 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 12:50 (Finnish time).
Helsinki, 23 February 2024
STOCKMANN PLC
The Board of Directors
STOCKMANN plc
Susanne Ehnbåge
CEO
Further information:
Jukka Naulapää, Chief Legal Officer, tel. +358 50 389 0013
Distribution:
Nasdaq Helsinki
Principal media