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23.12.2020 the Administrator's Draft Restructuring Programme For CONFIDENTIAL THE ADMINISTRATOR’S DRAFT RESTRUCTURING PROGRAMME FOR STOCKMANN PLC #15225971v1 14 December 2020 NON-DISCLOSURE AND LIABILITY FOR DAMAGES Confidentiality / Sections 14 and 95 of the Finnish Restructuring Act The parties to this restructuring, i.e. the creditors, are subject to the provisions established in Sections 14 and 95 of the Restructuring Act. Pursuant to Section 14 of the Restructuring Act, the administrator, members of the committee of creditors and creditors, a person employed by the same, or assistants or expert advisers retained thereby shall not disclose or use for personal benefit any information relating to the financial position, business relationships or business secrets of the debtor that he or she has become aware of in connection with the proceedings. Under Section 95 of the Restructuring Act, a person who, deliberately or through negligence, violates the confidentiality obligation provided in Section 14 shall be liable to compensate to the debtor for any loss thus caused. Violation of a business secret / Chapter 30 Section 5 of the Criminal Code of Finland A breach of the confidentiality obligation may also be punishable pursuant to provisions regarding the violation of a business secret. The following provisions are set out in Chapter 30 Section 5(1)(4) of the Criminal Code of Finland (605/2018) with regard to violations of a business secret. A person who, in order to obtain financial benefit for himself or herself or another, or to injure another, unlawfully discloses the business secret of another or unlawfully utilises such a business secret, having gained knowledge of the secret in connection with company restructuring proceedings, shall, unless a more severe penalty has been provided elsewhere in law for the act, be sentenced for violation of a business secret to a fine or to imprisonment for at most two years. An attempt is also punishable. PROCESSING OF PERSONAL DATA The restructuring administration processes personal data in connection with the restructuring proceedings in compliance with the applicable data protection laws. Personal data will only be processed for the purposes and to the extent it is necessary in order to carry out the necessary measures and obligations provided in the Restructuring Act and related to the restructuring proceedings and to ascertain the debts and creditors. Personal data is appropriately protected and stored in compliance with, inter alia, the Finnish Bar Association’s data security guidelines and the document retention guide. CONFIDENTIALITY OF INSIDE INFORMATION #15 225971v1 Stockmann plc is listed on the Nasdaq Helsinki Stock Exchange. The information provided in this draft restructuring programme, excluding certain appendices and separately indicated parts, becomes public on the date on which the draft restructuring programme is completed and submitted to the District Court. Article 14 of the Market Abuse Regulation (MAR) ((EU) 596/2014) Prohibition of insider dealing and of unlawful disclosure of inside information A person shall not: (a) engage or attempt to engage in insider dealing; (b) recommend that another person engage in insider dealing or induce another person to engage in insider dealing; or (c) unlawfully disclose inside information. Section 51 of the Criminal Code of Finland sets out provisions on securities markets offences. 2 (92) STOCKMANN PLC’S DRAFT RESTRUCTURING PROGRAMME 14 DECEMBER 2020 UNOFFICIAL TRANSLATION TABLE OF CONTENTS NON-DISCLOSURE AND LIABILITY FOR DAMAGES .................................................................................... 2 PROCESSING OF PERSONAL DATA ............................................................................................................. 2 CONFIDENTIALITY OF INSIDE INFORMATION ............................................................................................. 2 PART I, ACCOUNTS (CHAPTER 7 SECTION 41 OF THE RESTRUCTURING ACT) .................................... 8 1 DEFINITIONS ................................................................................................................................................. 8 2 RESTRUCTURING PROCEEDINGS ........................................................................................................... 11 2.1 Company information ............................................................................................................................. 11 2.2 Court overseeing the restructuring proceedings and information about the restructuring ..................... 12 2.3 Interim administrator ordered by the Court and the Administrator ......................................................... 12 2.4 Restructuring applications, commencement of restructuring proceedings and restrictions of control .. 13 2.5 Freezing of payments, interdiction of debt collection and interdiction of enforcement .......................... 13 2.6 Due dates ............................................................................................................................................... 13 2.7 Services of notice regarding the proceedings ........................................................................................ 14 2.8 Committee of creditors ........................................................................................................................... 14 2.9 Applications for bankruptcy .................................................................................................................... 15 2.10 Retained experts .................................................................................................................................. 16 2.11 Notification of the creditor's claims ...................................................................................................... 16 2.12 Financial report .................................................................................................................................... 17 2.13 Filing the draft restructuring programme to the District Court .............................................................. 17 2.14 Due date for recovery........................................................................................................................... 17 2.15 Fulfilment of the duty to provide information and cooperate ................................................................ 18 3 COMPANY .................................................................................................................................................... 18 3.1 Business operations and field of business ............................................................................................. 18 3.2 Ownership and group structure of the Company ................................................................................... 18 3.3 Organisation, key persons and premises ............................................................................................... 19 3.4 Bookkeeping and auditing ...................................................................................................................... 20 4 OPERATIONS OF THE COMPANY BEFORE AND AFTER THE COMMENCEMENT OF THE #15 RESTRUCTURING PROCEEDINGS ...................................................................................................... 20 225971v1 4.1 Commencement of the restructuring proceedings ................................................................................. 20 4.2 Reasons behind the Company’s financial difficulties ............................................................................. 21 4.3 Company’s business operations after the restructuring proceedings began ......................................... 23 4.3.1 General ............................................................................................................................................ 23 4.3.2 Termination and renegotiation of the Company’s lease agreements ............................................. 25 4.4 Company’s financial result and its development after the commencement of the restructuring proceedings ..................................................................................................................................... 25 4.5 Financing the Company’s operations during the restructuring proceedings and debts incurred during the proceedings ............................................................................................................................... 28 4.6 Factors in favour of the continuation of the restructuring proceedings and the approval of the restructuring programme ................................................................................................................. 29 3 (92) STOCKMANN PLC’S DRAFT RESTRUCTURING PROGRAMME 14 DECEMBER 2020 UNOFFICIAL TRANSLATION 5 THE SPECIAL RESTRUCTURING AUDIT, GROUNDS FOR RECOVERY AND CLOSE RELATIONSHIPS ................................................................................................................................................................. 29 5.1 Special restructuring audit ..................................................................................................................... 29 5.1.1 Observations and Administrator’s measures .................................................................................. 29 5.1.2 Equity, over-indebtedness and insolvency ...................................................................................... 30 5.2 Audited issues that do not require additional review or remarks ..........................................................
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