Notice of Marimekko Corporation’s Annual General Meeting
Marimekko Corporation, Stock Exchange Release, 16 February 2023 at 8.15 a.m.
Notice of Marimekko Corporation’s Annual General Meeting
The Annual General Meeting of Marimekko Corporation (the “AGM”) will be held on Thursday 13 April 2023 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 AGM online via webcast on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2023. 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 2022
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 23 March 2023 at the latest on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2023/.
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 2022, the parent company’s distributable funds amounted to EUR 49,039,655.34 of which EUR 22,850,050.77 was profit for the financial year 2022. The Board of Directors proposes to the AGM that a dividend of EUR 0.34 per share be paid for the financial year 2022. The total amount of the proposed dividend is approximately EUR 13.8 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 17 April 2023 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 24 April 2023 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 2022
10. Adoption of the remuneration report for governing bodies
The remuneration report for the year 2022, prepared in accordance with the remuneration policy adopted on 8 April 2020 by the company’s AGM, will be published by way of a stock exchange release and will be available on 23 March 2023 at the latest on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2023/.
The Board of Directors proposes that the AGM adopt the company’s remuneration report for governing bodies as an advisory resolution.
11. 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 AGM, 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 remain unchanged from 2022 and be as follows: an annual remuneration of EUR 48,000 would be paid to the Chair, EUR 35,000 to the Vice Chair and EUR 26,000 to the other Board members. 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 2022.
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 2023 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 AGM, 13 April 2023, 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 13 of this notice, he will, in addition to the aforementioned annual remuneration, be paid a monthly fee of EUR 4,400 for half-time duty pursuant to a separate executive service agreement. The monthly fee would remain unchanged from 2022. The Audit and Remuneration Committee separately evaluates the terms of the service agreement.
12. 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 AGM that six (6) members be elected to the Board of Directors.
13. 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 AGM that Carol Chen, Mika Ihamuotila, Mikko-Heikki Inkeroinen, Teemu Kangas-Kärki, Tomoki Takebayashi and Marianne Vikkula be re-elected to the Board of Directors until the close of the next AGM.
Carol Chen, Mikko-Heikki Inkeroinen, Teemu Kangas-Kärki, Tomoki Takebayashi and Marianne Vikkula 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 Mikko-Heikki Inkeroinen and Marianne Vikkula as members of the Audit and Remuneration Committee.
All proposed persons have given their consent to the election. Biographical details of the proposed members of the Board of Directors are available on the company’s website at https://company.marimekko.com/en/investors/management/board-of-directors/.
14. Resolution on the remuneration of the auditor
In accordance with the recommendation of the Audit and Remuneration Committee, the Board of Directors proposes to the AGM that the auditor’s remuneration be paid as per invoice approved by the company.
15. Election of the auditor
In accordance with the recommendation of the Audit and Remuneration Committee, the Board of Directors proposes to the AGM that KPMG Oy Ab, Authorized Public Accountants, be re-elected as the company’s auditor.
16. Amendment of the Articles of Association
The Board of Directors proposes that Article 9 of the Articles of Association be amended to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting in addition to the Company’s domicile Helsinki. In its amended form, said provision of the Articles of Association would read as follows:
“9 § The notice of the General Meeting shall be announced on the Company’s website not earlier than three (3) months and not later than three (3) weeks before the meeting, but in any case at least nine (9) days prior to the General Meeting’s record date. In addition, the Board of Directors may decide to publish the notice of the General Meeting in one or more newspapers.
In addition, the Board of Directors may also resolve on organizing a General Meeting without a meeting venue whereby the shareholders shall exercise their power of decision in full in real time during the meeting using telecommunication connection and technical means.”
It is proposed that the Articles of Association remain unchanged in other respects.
The proposal is based on the changes to Chapter 5 of the Finnish Companies Act, including the possibility to arrange remote general meetings. The legislative changes are based on the premise that shareholder rights shall not be compromised, and that all participating shareholders are able to exercise their full shareholder rights, including the right to present questions and to vote, in real time during the general meeting, irrespective of the chosen general meeting format. The possibility to organise remote general meetings enables the Company to be prepared for rapidly changing conditions in the Company’s operating environment and society in general, due to for example pandemics. It is important for the Company to have means to offer its shareholders the possibility to exercise their shareholder rights and resolve on any matters presented to a general meeting under any circumstances.
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 AGM to decide on the acquisition of a maximum of 200,000 of the company’s own shares in one or more instalments. The number of shares represents approximately 0.5 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 AGM and to supersede the authorization granted by the 2022 AGM.
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 AGM 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 250,000 (new or the company’s own) shares, which represents approximately 0.6 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 AGM and to supersede the authorization granted by the 2022 AGM.
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 AGM as well as this notice are available on Marimekko Corporation’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2023/. 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 adopted by the AGM in 2020 will be available on the company’s website on 23 March 2023 at the latest. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the AGM can be viewed on the company’s website as of 27 April 2023 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 AGM, 30 March 2023, is registered in the shareholders’ register of the company, held by Euroclear Finland Oy, has the right to participate in the AGM. 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 4 April 2023 at 4.00 p.m. (EEST), by which time the registration must be received.
Notice of participation can be given starting from Wednesday 8 March 2023 at 9.00 a.m. (EET):
a) by filling in the registration form on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2023/.
For natural persons, the electronic registration form requires secured strong authentication; shareholders can register by logging in with their Finnish online banking codes or a mobile certificate. No strong electronic authentication is required of shareholders that are legal persons. However, shareholders that are legal persons must in that case provide their book-entry account number and other required information. 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 can submit the registration form available on the company’s website at https://company.marimekko.com/en/investors/management/corporate-governance/general-meeting/annual-general-meeting-2023/ or corresponding information to Euroclear Finland Oy by mail to Euroclear Finland Oy, Yhtiökokous/Marimekko Oyj, PL 1110, 00101 Helsinki, Finland or by email to [email protected].
In connection with the registration, a shareholder shall provide the requested information, such as their name, personal/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 Euroclear Finland Oy is used only in connection with the AGM 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 AGM, which is available at the company’s website at https://company.marimekko.com/en/investors/management/corporate-governance/general-meeting/annual-general-meeting-2023/ or contact the company by email at [email protected]. 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.
2. Holder of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the AGM by virtue of those shares based on which the holder on the record date for the AGM, 30 March 2023, would be entitled to be registered in the shareholders’ register of the company, held by Euroclear Finland Oy. In addition, participation in the AGM requires that the shareholder on the basis of such shares has been temporarily registered in the shareholders’ register held by Euroclear Finland Oy by 6 April 2023 at 10.00 a.m. (EEST) at the latest. As regards nominee-registered shares, this constitutes due registration for the AGM.
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 AGM 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 AGM 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 AGM 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 AGM. Should a shareholder participate in the AGM 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/en/investors/management/corporate-governance/general-meeting/annual-general-meeting-2023/ on 8 March 2023 at the latest. Any proxy documents, including the advance voting form, should be sent by mail to Euroclear Finland Oy, Yhtiökokous/Marimekko Oyj, PL 1110, 00101 Helsinki, Finland or by email to [email protected]. In addition to delivering the proxy documents, the shareholder or their proxy representative should register for the AGM 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, Euroclear Finland Oy’s 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/en/investors/management/general-meeting/annual-general-meeting-2023/.
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 AGM from 8 March 2023 at 9.00 a.m. (EET) until 4 April 2023 at 4.00 p.m. (EEST) by the following means:
a) Through the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2023/
For natural persons, the electronic advance voting requires secured strong authentication; shareholders can register and vote by logging in with their Finnish online banking codes or a mobile certificate. Of shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must in that case provide their book-entry account number and other required information. 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/en/investors/management/general-meeting/annual-general-meeting-2023/ or corresponding information to Euroclear Finland Oy by mail to Euroclear Finland Oy, Yhtiökokous/Marimekko Oyj, PL 1110, 00101 Helsinki, Finland or by email to [email protected]. The advance voting form will be available on the company’s website on 8 March 2023 at the latest.
In addition to voting in advance, the shareholder must register for the AGM 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/en/investors/management/general-meeting/annual-general-meeting-2023/.
5. Other instructions and information
It is possible to follow the AGM online via webcast. Instructions on following the webcast are available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2023/. Following the AGM via webcast is not considered participating in the AGM or exercising shareholder rights.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the AGM has the right to request information with respect to the matters to be considered at the AGM.
Changes in shareholding after the record date for the AGM do not affect the right to participate in the AGM or the number of votes held by the shareholder.
On the date of this notice, 15 February 2023, 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 AGM.
Helsinki, 15 February 2023
MARIMEKKO CORPORATION
Board of Directors
Further information:
Anna Tuominen
Tel. +358 40 584 6944
[email protected]
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 2022, the company's net sales were EUR 167 million and brand sales of the products worldwide amounted to EUR 382 million. Globally, there are roughly 150 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 460 people. The company’s share is quoted on Nasdaq Helsinki Ltd. www.marimekko.com
