Marimekko Corporation STOCK EXCHANGE RELEASE
17 March 2010 at 11 a.m.
NOTICE OF MARIMEKKO CORPORATION'S ANNUAL GENERAL MEETING
Marimekko Corporation's shareholders are invited to attend the Annual General
Meeting which will be held on Thursday, 15 April 2010 from 14:00 onwards at
Marimekko Corporation's head office. The address is Puusepänkatu 4, 00880
Helsinki, Finland. The registration of attendees and the distribution of voting
slips will commence at the meeting venue at 13:00.
A. Matters on the agenda of the Annual General Meeting and the procedure
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise 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 2009
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 will propose to the Annual General Meeting that a
dividend of EUR 0.45 per share be paid for the year 2009. The dividend will be
paid to shareholders who are registered on the dividend payout record date of 20
April 2010 in the company's Shareholder Register kept by Euroclear Finland Ltd.
The Board of Directors will propose 27 April 2010 as the dividend payout date.
9. Resolution on the discharge of the members of the Board of Directors and the
President of the company from liability
10. Resolution on the remuneration of the members of the Board of Directors
Shareholders representing in total about 32% of all of the company's shares and
votes have informed the company that they will propose to the Annual General
Meeting that the fees payable to the members and the Chairman of the Board
remain unchanged: an annual bonus of EUR 20,000 for the Chairman of the Board,
and EUR 15,000 for each Board member. It will also be proposed that no
remuneration be paid to the company's President for the membership of the Board.
11. Resolution on the number of members of the Board of Directors
The shareholders mentioned above have announced that they will propose to the
Annual General Meeting that five (5) members be elected to the Board of
Directors.
12. Election of the members of the Board of Directors
The shareholders mentioned above have informed the company that they will
propose to the Annual General Meeting that Ami Hasan, Mika Ihamuotila, Joakim
Karske, Pekka Lundmark and Tarja Pääkkönen be re-elected to the Board of
Directors until the close of the next Annual General Meeting. The same
shareholders will also propose that the Board of Directors elect Pekka Lundmark
as Chairman of the Board and Mika Ihamuotila as Vice Chairman of the Board. All
proposed persons have given their consent to the election. Details of the
proposed persons are provided on the company's website at www.marimekko.com
under Marimekko Corporation / Administration and Auditors.
13. Resolution on the remuneration of the Auditor
The Board of Directors will propose to the Annual General Meeting that the
auditor be remunerated in accordance with an invoice presented.
14. Election of the Auditor
The Board of Directors will propose to the Annual General Meeting that
PricewaterhouseCoopers Oy, Authorised Public Accountants, continue as the
company's auditor.
15. Proposal by the Board of Directors to amend Article 9 of the Articles of
Association as follows:
“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.”
16. Closing of the meeting
B. Documents of the Annual General Meeting
The above-mentioned proposals to the Annual General Meeting and this notice are
available on Marimekko Corporation's website at www.marimekko.com under
Investors / AGM 2010. Marimekko Corporation's Annual Report, which includes the
company's financial statements, the consolidated financial statements, the
Report of the Board of Directors and the Auditor's report, will be available on
the company's website under Investors / Financial Releases / Annual Reports on
25 March 2010 at the latest. The Board proposals and the financial statement
documents will also be available at the General Meeting, and, upon request,
copies of them and this notice will be sent to shareholders. The minutes of the
General Meeting can be viewed on the company's website as of 29 April 2010 at
the latest.
C. Instructions for the participants
1. The right to attend and registration
Shareholders who have been registered by the Annual General Meeting's record
date of 1 April 2010 at the latest in the company's Shareholder Register kept by
Euroclear Finland Ltd have the right to attend the Annual General Meeting. A
shareholder whose shares are registered on his/her personal book-entry account
is registered in the company's Shareholder Register.
Shareholders who wish to attend the Annual General Meeting must notify the
company of their intention to do so before 10:00 on 12 April 2010 at the latest:
- via the Investors section of the company's website www.marimekko.com
- by email to yk@marimekko.fi
- by telephone on +358 9 758 7447 (Kristina Lagerroos)
- by fax on +358 9 727 6227
- by post to Marimekko Corporation, Share Register, P.O. Box 107, 00811
Helsinki, Finland.
When registering, a shareholder shall state his/her name, address, telephone
number and the name of a possible assistant. The personal data given by
shareholders to Marimekko Corporation is used only in connection with the Annual
General Meeting and the necessary processing of related registrations.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, shareholders who
are present at the Annual General Meeting are entitled to request information
regarding the matters addressed by 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. Proxy representatives must
present a dated power of attorney or other reliable proof of their authority to
represent the shareholder. A shareholder may have several proxy representatives,
who represent the shareholder with shares held on different book-entry accounts.
In such case, the shares represented by each proxy representative shall be
identified when registering for the meeting. Any proxy documents should be sent
in originals to Marimekko Corporation, Share Register, P.O. Box 107, 00811
Helsinki, Finland, before the registration deadline.
3. Holder of nominee-registered shares
A holder of nominee-registered shares may participate in the Annual General
Meeting with those shares under which the holder would be entitled to be
registered in the company's Shareholder Register on the Annual General Meeting's
record date of 1 April 2010. Additionally, participation requires that the
holder of nominee-registered shares is temporarily registered in the Shareholder
Register by no later than 10 on 12 April 2010. Temporary registration in the
Shareholder Register shall be deemed to be a registration for the Annual General
Meeting. Holders of nominee-registered shares are advised to request the
necessary instructions regarding the temporary registration in the Shareholder
Register, the issuing of proxy documents and registration for the General
Meeting from their custodian bank well in advance. The account management
organisation of the custodian bank will register a holder of nominee-registered
shares, who wants to participate in the Annual General Meeting, to be
temporarily entered into the company's Shareholder Register by the
above-mentioned date.
4. Other instructions and information
On the date of this notice, 17 March 2010, the total number of shares in
Marimekko Corporation is 8,040,000 and the total number of votes is 8,040,000.
Helsinki, 17 March 2010
MARIMEKKO CORPORATION
Board of Directors
DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Principal media
Marimekko's website www.marimekko.com
