Notice of Marimekko Corporation’s Annual General Meeting
Marimekko Corporation, Stock Exchange Release, 15 February 2024
at 8.15 a.m.
Notice of Marimekko Corporation’s Annual General
Meeting
The Annual General Meeting of Marimekko Corporation will be held
on Tuesday 16 April 2024 at 2.00 p.m. (EEST) at Little Finlandia,
at the address Karamzininranta 4, 00100 Helsinki. The registration
of attendees and the distribution of voting slips will commence at
the meeting venue at 1.00 p.m. (EEST).
Shareholders can also exercise their voting rights by voting in
advance. In addition, it is possible to follow the Annual General
Meeting online via webcast on the company’s website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024.
For further instructions, please refer to Section C “Instructions
for the participants of the Annual General Meeting” of this
notice.
A. Matters on the agenda of the Annual General
Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and
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
2023
Review by the President and CEO.
The company’s financial statements, the report of the Board of
Directors and the auditor’s report will be made available on 26
March 2024 at the latest on the company’s website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024.
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the
balance sheet and the payment of dividend
On 31 December 2023, the parent company’s distributable funds
amounted to EUR 60,604,858.19 of which EUR 25,359,472.05 was profit
for the financial year 2023. The Board of Directors proposes to the
Annual General Meeting that a dividend of EUR 0.37 per share be
paid for the financial year 2023. The total amount of the proposed
dividend is approximately EUR 15.0 million, and the remaining funds
are to be retained in equity.
The Board of Directors proposes that the dividend will be paid
to shareholders who are registered on the dividend payout record
date of 18 April 2024 in the company’s shareholder register held by
Euroclear Finland Ltd on behalf of the Board of Directors of the
company. The Board of Directors proposes 25 April 2024 as the
dividend payout date. No substantial changes in the company’s
financial position have occurred after the end of the financial
year. The company’s liquidity is good and, in the view of the Board
of Directors, the proposed dividend payout does not jeopardize the
company’s solvency.
9. Resolution on the discharge of the members of the
Board of Directors and the President and CEO of the company from
liability for the financial year 1 January–31 December
2023
10. Consideration of the remuneration report for
governing bodies
The remuneration report for the year 2023, prepared in
accordance with the remuneration policy adopted on 8 April 2020 by
the company’s Annual General Meeting, will be published by way of a
stock exchange release and will be available on 26 March 2024 at
the latest on the company’s website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024.
The Board of Directors proposes that the Annual General Meeting
adopt the company’s remuneration report for governing bodies as an
advisory resolution.
11. Consideration of the remuneration policy for
governing bodies
The Annual General Meeting of 2020 adopted the remuneration
policy for the governing bodies. The remuneration policy must be
presented to the Annual General Meeting at least every four years
or whenever material changes are made to it.
The Board of Directors proposes that the Annual General Meeting
adopt the company's updated remuneration policy for governing
bodies as an advisory resolution.
The changes in the proposed remuneration policy for the
governing bodies include increasing the maximum annual amount of
the President and CEO’s short-term incentive to 50% of the annual
salary to ensure the competitiveness of the remuneration (the
previous maximum amount equaled to four months' gross salary) and
incorporating sustainability-related targets into the operational
evaluation criteria. Other changes compared to the remuneration
policy confirmed at the Annual General Meeting of 2020 are of
technical nature. The remuneration policy for the governing bodies
is available on 26 March 2024 at the latest on the company's
website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024.
12. Resolution on the remuneration of the members of the
Board of Directors
Shareholders representing in total approximately 27 percent of
all the shares and votes of Marimekko Corporation have proposed to
the Annual General Meeting, on the basis of the proposal of the
Audit and Remuneration Committee consisting of members independent
of the company and its significant shareholders, that the fees
payable to the members and the Chair of the Board would be
increased to be as follows: an annual remuneration of EUR 55,000
would be paid to the Chair (2023: EUR 48,000), EUR 40,000 to the
Vice Chair (2023: EUR 35,000) and EUR 30,000 to the other Board
members (2023: EUR 26,000). Board members who reside outside
Finland would receive EUR 1,000 per Board meeting where they are
physically present. In addition, it is proposed that a separate
remuneration be paid for committee work to persons elected to a
committee as follows: EUR 2,000 per meeting to Chair and EUR 1,000
per meeting to members. The fees for committee work would remain
unchanged from 2023.
The fees payable to the Board members have not been increased
since the Annual General Meeting of 2019. The proposal of the Audit
and Remuneration Committee is based on a benchmark of remuneration
used in other Finnish listed companies.
The above-mentioned shareholders have also proposed, based on
the proposal of the Audit and Remuneration Committee, that
approximately 40 percent of the annual remuneration of the members
of the Board of Directors would be paid in Marimekko Corporation’s
shares acquired from the market and the rest in cash. The shares
would be acquired directly on behalf of the Board members within
two weeks from the release of the interim report for 1 January–31
March 2024 or at the first time as possible under applicable
legislation. The annual remuneration would be paid entirely in
cash, if a Board member on the date of the Annual General Meeting,
16 April 2024, holds the company’s shares worth more than EUR
1,000,000.
If Mika Ihamuotila is elected a member and Chair of the Board of
Directors as proposed in the section 14 of this notice in addition
to the aforementioned annual remuneration, a monthly fee of EUR
5,000 for half-time duty as the Chair pursuant to a separate
executive service agreement is proposed to be paid. The Audit and
Remuneration Committee separately evaluates the terms of the
service agreement, but Mika Ihamuotila will not take part in the
evaluation. If Mika Ihamuotila is elected as a member of the Audit
and Remuneration Committee, he will not receive the separate
remuneration for committee work.
13. Resolution on the number of members of the Board of
Directors
Shareholders representing in total approximately 27 percent of
all the shares and votes of Marimekko Corporation have proposed to
the Annual General Meeting that six (6) members be elected to the
Board of Directors.
14. Election of the members of the Board of
Directors
Shareholders representing in total approximately 27 percent of
all the shares and votes of Marimekko Corporation have proposed to
the Annual General Meeting that Carol Chen, Mika Ihamuotila, Teemu
Kangas-Kärki, Tomoki Takebayashi and Marianne Vikkula be re-elected
to the Board of Directors. Mikko-Heikki Inkeroinen started as
Marimekko’s Chief Technology Officer and member of the Management
Group on 29 January 2024 and resigned from his position as a member
of the company’s Board of Directors on the same date.
The same shareholders further propose that Massimiliano Brunazzo
be elected as a new member of the Board. Brunazzo (b. 1979, MBA)
has been the CEO and President of EMEAI region at Bottega Veneta
since 2019. Previously he has held various leadership positions at
adidas and Hugo Boss, among other companies.
Carol Chen, Teemu Kangas-Kärki, Tomoki Takebayashi, Marianne
Vikkula and Massimiliano Brunazzo are independent of the company
and its significant shareholders according to the evaluation of the
above-mentioned shareholders. Mika Ihamuotila is not independent of
the company nor its significant shareholders due to his indirect
shareholding through PowerBank Ventures Ltd, equaling 12.5 percent
of the shares and votes in the company.
The proposed Board members have informed the company that, if
they are elected, they intend to elect Mika Ihamuotila as Chair of
the Board and Teemu Kangas-Kärki as Vice Chair of the Board as well
as Teemu Kangas-Kärki as Chair and Mika Ihamuotila and Marianne
Vikkula as members of the Audit and Remuneration Committee.
All proposed persons have given their consent to the election.
The term of all the Board members ends at the end of the Annual
General Meeting of 2025. Biographical details of the new proposed
Board member are available on the company’s website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024.
Other proposed Board members are presented at
https://company.marimekko.com/investors/management/board-of-directors.
15. Resolution on the remuneration of the auditor and
the authorized sustainability auditor
In accordance with the recommendation of the Audit and
Remuneration Committee, the Board of Directors proposes to the
Annual General Meeting that the auditor’s remuneration be paid as
per invoice approved by the company. The same is proposed to be
applied to the auditor's remuneration for the assurance of the
company's sustainability reporting for the financial year 2024.
16. Election of the auditor and the authorized
sustainability auditor
In accordance with the recommendation of the Audit and
Remuneration Committee, the Board of Directors proposes to the
Annual General Meeting that KPMG Oy Ab, Authorized Public
Accountants, be re-elected as the company’s auditor.
In addition, in accordance with the recommendation of the Audit
and Remuneration Committee, the Board of Directors proposes to the
Annual General Meeting that the company's auditor be elected for
the assurance of the company's sustainability reporting for the
financial year 2024.
17. Authorization of the Board of Directors to decide on
the acquisition of the company’s own shares
The Board of Directors proposes that the Board be authorized by
the Annual General Meeting to decide on the acquisition of a
maximum of 150,000 of the company’s own shares in one or more
instalments. The number of shares represents approximately 0.4
percent of the total number of the company’s shares at the time of
the proposal. The shares would be acquired with funds from the
company’s non-restricted equity, which means that the acquisition
would reduce funds available for distribution. The shares would be
acquired otherwise than in proportion to the shareholdings of the
shareholders through public trading on Nasdaq Helsinki Ltd at the
market price prevailing at the time of acquisition and in
accordance with the rules and regulations of Nasdaq Helsinki Ltd.
The shares would be acquired to be used as a part of the company’s
incentive system, to be transferred for other purposes or to be
cancelled. The authorization is proposed to include the right of
the Board of Directors to decide on all of the other terms and
conditions of the acquisition of the shares. The authorization is
proposed to be valid for eighteen (18) months from the decision of
the Annual General Meeting and to supersede the authorization
granted by the 2023 Annual General Meeting.
18. Authorization of the Board of Directors to decide on
the issuance of new shares and transfer of the company’s own
shares
The Board of Directors proposes that the Board be authorized by
the Annual General Meeting to decide on the issuance of new shares
and the transfer of the company’s own shares in one or more
instalments. The total number of shares to be issued or transferred
pursuant to the authorization may not exceed 200,000 (new or the
company’s own) shares, which represents approximately 0.5 percent
of the total number of the company’s shares at the time of the
proposal. Pursuant to the authorization, the Board may decide on a
directed share issue in deviation from the shareholders’
pre-emptive rights for a weighty financial reason, such as the
company’s incentive system, personnel share issue, developing the
company’s capital structure, using the shares as consideration in
possible company acquisitions or carrying out other business
transactions. The share issue may be subject to a charge or free. A
directed share issue can be free of charge only if there is a
particularly weighty financial reason for the company and taking
into account the interests of all of the company’s shareholders.
The subscription price of the new shares and the amount paid for
the company’s own shares would be recorded in the company’s reserve
for invested non-restricted equity. The authorization is proposed
to include the right of the Board of Directors to decide on all of
the other terms and conditions of the share issue. The
authorization is proposed to remain in force for a period of
eighteen (18) months from the resolution of the Annual General
Meeting and to supersede the authorization granted by the 2023
Annual General Meeting.
19. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda of
the Annual General Meeting as well as this notice are available on
Marimekko Corporation’s website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024.
The company’s financial statements, the report of the Board of
Directors, the auditor’s report, the remuneration report as well as
the remuneration policy proposed to be adopted by the Annual
General Meeting of 2024 will be available on the company’s website
on 26 March 2024 at the latest. Copies of these documents and of
this notice will be sent to shareholders upon request. The minutes
of the Annual General Meeting can be viewed on the company’s
website as of 30 April 2024 at the latest.
C. Instructions for the participants in the Annual
General Meeting
1. Shareholders registered in the shareholders’
register
Each shareholder who on the record date for the Annual General
Meeting, 4 April 2024, is registered in the shareholders’ register
of the company, held by Euroclear Finland Oy, has the right to
participate in the Annual General Meeting. A shareholder whose
shares are registered on their personal Finnish book-entry account
is registered in the shareholders’ register of the company.
A shareholder who is registered in the company's Shareholder
Register and who wants to participate in the Annual General Meeting
is requested to register for the meeting no later than 8 April 2024
at 4.00 p.m. (EEST), by which time the registration must be
received.
Notice of participation can be given starting from Monday 11
March 2024 at 9.00 a.m. (EET):
a) by filling in the registration form on the
company’s website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024
Electronic registration requires strong electronic
authentication of the shareholder or the shareholder’s proxy
representative or legal representative with a Finnish, Swedish or
Danish bank ID or mobile certificate. If shareholders that are
legal persons use Suomi.fi-authorizations, registration requires
the authorized person’s strong electronic authentication with
Finnish online banking codes or a mobile certificate.
b) by mail or email
A shareholder registering by mail or email must submit the
registration and advance voting form available on the company's
website or corresponding information by mail to Innovatics Oy,
Yhtiökokous / Marimekko Oyj, Ratamestarinkatu 13 A, 00520 Helsinki,
Finland or by email to agm@innovatics.com.
In connection with the registration, a shareholder shall provide
the requested information, such as their name, date of birth,
business ID, email address, telephone number as well as the name
and personal ID of a possible proxy representative or legal
representative. The personal data given by shareholders to
Marimekko Corporation or Innovatics Oy is used only in connection
with the Annual General Meeting and the processing of the necessary
related registrations. For further information on how Marimekko
processes personal data, please review Marimekko Corporation’s
privacy notice regarding the Annual General Meeting, which is
available at the company’s website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024
or contact the company by email at yk@marimekko.com. Please note
that personal information provided in connection with registration
by email is possibly sent through an unsecure connection on the
shareholder’s own responsibility.
The shareholder, their authorized representative or proxy
representative should, when necessary, be able to prove their
identity and/or right of representation.
Further information on registration is available during the
registration period of the Annual General Meeting by calling
Innovatics Oy at +358 10 2818 909 on business days from 9:00 a.m.
to 12:00 noon and from 1:00 p.m. to 4:00 p.m.
2. Holder of nominee-registered shares
A holder of nominee-registered shares has the right to
participate in the Annual General Meeting by virtue of those shares
based on which the holder on the record date for the Annual General
Meeting, 4 April 2024, would be entitled to be registered in the
shareholders’ register of the company, held by Euroclear Finland
Oy. In addition, participation in the Annual General Meeting
requires that the shareholder on the basis of such shares has been
temporarily registered in the shareholders’ register held by
Euroclear Finland Oy by 11 April 2024 at 10.00 a.m. (EEST) at the
latest. As regards nominee-registered shares, this constitutes due
registration for the Annual General Meeting. Changes in
shareholding after the record date for the Annual General Meeting
do not affect the right to participate in the Annual General
Meeting or the number of votes held by the shareholder.
A holder of nominee-registered shares is advised to well in
advance request the necessary instructions regarding the temporary
registration in the shareholders’ register of the company, the
issuing of proxy documents, voting instructions and registration
for the Annual General Meeting from their custodian bank as well as
voting in advance. The account manager of the custodian bank shall
register a holder of nominee-registered shares who wishes to
participate in the Annual General Meeting to be temporarily entered
into the shareholders’ register of the company by the time stated
above and shall arrange advance voting on behalf of the holder of
nominee-registered shares within the registration period for
nominee-registered shares.
3. Proxy representative and powers of
attorney
A shareholder may participate in the Annual General Meeting and
exercise their rights at the meeting by way of proxy
representation. Shareholders proxy representative may also vote in
advance in the manner described in this notice. A proxy
representative shall provide a dated proxy document or otherwise in
a reliable manner demonstrate their right to represent the
shareholder at the Annual General Meeting. Should a shareholder
participate in the Annual General Meeting by means of several proxy
representatives representing the shareholder with shares on
different book-entry accounts, the shares by which each proxy
representative represents the shareholder shall be identified in
connection with the registration.
Proxy and voting instruction templates will be available on the
company’s website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024
on 11 March 2024 at the latest. Any proxy documents, including the
advance voting form, should be sent by mail to Innovatics Oy,
Yhtiökokous / Marimekko Oyj, Ratamestarinkatu 13 A, 00520 Helsinki,
Finland or by email to agm@innovatics.com. In addition to
delivering the proxy documents, the shareholder or their proxy
representative should register for the Annual General Meeting in
the manner described above.
Instead of traditional proxy document, shareholders that are
legal persons can use electronic authorization services of
Suomi.fi. In that case the legal person authorizes a named
authorised person through Suomi.fi’s services at
https://www.suomi.fi/e-authorizations by using the mandate theme
“Representation at the General Meeting”. In connection with the
registration, General Meeting Services require strong electronic
authentication after which the electronic authorization is
automatically verified. Strong electronic authentication requires
Finnish online banking codes or a mobile certificate. For more
information, please see Suomi.fi’s e-authorization pages at
https://www.suomi.fi/e-authorizations/ as well as the company’s
website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024.
4. Voting in advance
A shareholder whose shares are registered on the shareholder’s
Finnish book-entry account can register and vote in advance on
certain matters on the agenda of the Annual General Meeting from 11
March 2024 at 9.00 a.m. (EET) until 8 April 2024 at 4.00 p.m.
(EEST) by the following means:
a) Through the company’s website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024
Electronic advance voting requires strong electronic
authentication of the shareholder or the shareholder’s proxy
representative or legal representative with a Finnish, Swedish or
Danish bank ID or mobile certificate. If shareholders that are
legal persons use Suomi.fi-authorizations, registration requires
the authorized person’s strong electronic authentication with
Finnish online banking codes or a mobile certificate.
b) Through mail or email
Shareholders can also submit the advance voting form available
on the company’s website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024
or corresponding information by mail to Innovatics Oy, Yhtiökokous
/ Marimekko Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or
by email to agm@innovatics.com. The advance voting form will be
available on the company’s website on 11 March 2024 at the
latest.
In addition to voting in advance, the shareholder must register
for the Annual General Meeting prior to the end of the registration
period.
A shareholder who has voted in advance cannot request
information under the Finnish Companies Act or request a vote at
the General Meeting or change the given votes if they or their
proxy representative is not present at the General Meeting
venue.
With regards to holders of nominee-registered shares, the
advance voting is performed via the account management
organisation. The account management organisation may vote in
advance on behalf of the holders of nominee-registered shares it
represents, in accordance with the voting instructions provided by
them, during the registration period for holders of
nominee-registered shares.
A proposal subject to advance voting is considered to have been
presented unchanged at the General Meeting. The terms and other
instructions concerning the electronic voting are available on the
company’s website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024.
Further information on advance voting is available during the
registration period of the Annual General Meeting by calling
Innovatics Oy at +358 10 2818 909 on business days from 9:00 a.m.
to 12:00 noon and from 1:00 p.m. to 4:00 p.m.
5. Other instructions and information
It is possible to follow the Annual General Meeting online via
webcast. Instructions on following the webcast are available on the
company’s website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024.
Following the Annual General Meeting via webcast is not considered
participating in the Annual General Meeting or exercising
shareholder rights.
Pursuant to Chapter 5, Section 25 of the Finnish 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 Annual General Meeting.
Changes in shareholding after the record date for the Annual
General Meeting do not affect the right to participate in the
Annual General Meeting or the number of votes held by the
shareholder.
On the date of this notice, 14 February 2024, the total number
of shares and votes in Marimekko Corporation is 40,649,170. On the
date of this notice, the company holds 77,790 of its own shares,
which do not entitle to voting at the Annual General Meeting.
Helsinki, 14 February 2024
MARIMEKKO CORPORATION
Board of Directors
Further information:
Anna Tuominen
Tel. +358 40 584 6944
anna.tuominen@marimekko.com
DISTRIBUTION
Nasdaq Helsinki Ltd
Key media
Marimekko is a Finnish lifestyle design company renowned for
its original prints and colors. The company’s product portfolio
includes high-quality clothing, bags and accessories as well as
home décor items ranging from textiles to tableware. When Marimekko
was founded in 1951, its unparalleled printed fabrics gave it a
strong and unique identity. In 2023, the company's net sales
totaled EUR 174 million and comparable operating profit margin was
18.4 percent. Globally, there are roughly 170 Marimekko stores, and
online store serves customers in 35 countries. The key markets are
Northern Europe, the Asia-Pacific region and North America. The
Group employs about 470 people. The company’s share is quoted on
Nasdaq Helsinki Ltd. www.marimekko.com
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