Marimekko Corporation, Stock Exchange Release, 11 March 2014 at 10 AM
Marimekko Corporation's shareholders are invited to attend the Annual General Meeting to be held on Wednesday, 23 April 2014, at Marimekko Corporation's head office from 2 p.m. onwards. 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 1 p.m.
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 2013
Review by the President and 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 proposes to the Annual General Meeting that a dividend of EUR 0.25 per share be paid for the year 2013. The dividend will be paid to shareholders who are registered on the dividend payout record date of 28 April 2014 in the company’s Shareholder Register held by Euroclear Finland Ltd. The Board of Directors proposes 7 May 2014 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 27% of all of the company’s shares and votes have informed the company that they propose to the Annual General Meeting that the fees payable to the members and the Chairman of the Board would remain unchanged from 2013 and be as follows: an annual remuneration of EUR 30,000 would be paid to the Chairman, and EUR 20,000 to the other Board members. Approximately 40% of the annual remuneration 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 2014 or if this would not be possible taken into account the insider rules, as soon as possible thereafter. In addition, it is proposed that no remuneration be paid to the company’s President and CEO for the membership of the Board of Directors.
11. Resolution on the number of members of the Board of Directors
The above-mentioned shareholders have informed the company that they propose to the Annual General Meeting that six members be elected to the Board of Directors.
12. Election of the members of the Board of Directors
The above-mentioned shareholders have informed the company that they propose to the Annual General Meeting that Elina Björklund, Arthur Engel, Mika Ihamuotila, Joakim Karske and Pekka Lundmark be re-elected to the Board of Directors until the close of the next Annual General Meeting. Of the current members of the Board, Ami Hasan has announced that he will not be available for re-election. The same shareholders further propose that Catharina Stackelberg-Hammarén be elected as a new member of the Board. Ms Stackelberg-Hammarén is the CEO and founder of Marketing Clinic, a consultancy specialised in strategic marketing. Before founding Marketing Clinic, she pursued a career at the Coca-Cola Company working in different positions, including Managing Director of Coca-Cola in Sweden and Finland and Marketing Director for the Nordic & Baltic Division. She is a board member of Alma Media Plc, Aktia Bank p.l.c. and Cision AB, among others. The same shareholders 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. Biographical details of the new proposed Board member Catharina Stackelberg-Hammarén are available on the company’s website at http://company.marimekko.com under Investors/Annual General Meeting.
13. Resolution on the remuneration of the Auditor
The Board of Directors proposes 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 proposes to the Annual General Meeting that PricewaterhouseCoopers Oy, Authorised Public Accountants, continue as the company’s auditor.
15. 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 http://company.marimekko.com under Investors/Annual General Meeting. Marimekko Corporation’s financial statements, the Report of the Board of Directors and the Auditor’s report, will be available on the company’s website under Investors/Annual General Meeting on 2 April 2014 at the latest. The Board proposals and the other above-mentioned documents will also be available at the Annual General Meeting. 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 7 May 2014 at the latest.
C. Instructions for the participants
1. The right to participate and registration
Each shareholder who on the record date of the Annual General Meeting, 9 April 2014, is registered in the company’s Shareholder Register held by Euroclear Finland Ltd has the right to participate in 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.
A shareholder who is registered in the company's Shareholder Register and who wants to participate in the Annual General Meeting should register for the meeting no later than Monday 14 April 2014 at 4 p.m. by giving a prior notice of participation
When registering, a shareholder shall state his/her name, personal identification number / business identity code, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of the proxy representative. 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.
The shareholder, his/her authorised representative or proxy representative should, when necessary, be able to prove his/her identity and/or right of representation.
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. A proxy representative must present a dated power of attorney or other reliable proof of their authority to represent the shareholder.
A shareholder may participate in the Annual General Meeting by means of 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 Annual General Meeting.
Possible proxy documents should be sent in originals to Marimekko Corporation, Share Register, P.O. Box 107, 00811 Helsinki, Finland, before the end of registration period.
3. Holder of nominee-registered shares
A holder of nominee-registered shares has the right to 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 held by Euroclear Finland Ltd on the Annual General Meeting’s record date of 9 April 2014. Additionally, participation requires that the holder of nominee-registered shares is temporarily registered in the company’s Shareholder Register held by Euroclear Finland Ltd at the latest by 4 p.m. on 14 April 2014. 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 time.
4. Other instructions and information
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.
On the date of this notice, 11 March 2014, the total number of shares in Marimekko Corporation is 8,089,610 and the total number of votes is 8,089,610.
Helsinki, 11 March 2014
Board of Directors
NASDAQ OMX Helsinki Ltd
Marimekko is a Finnish textile and clothing design company renowned for its original prints and colours. The company designs and manufactures high-quality interior decoration items ranging from furnishing fabrics to tableware as well as clothing, bags and other accessories. When Marimekko was founded in 1951, its unparalleled printed fabrics gave it a strong and unique identity. Marimekko products are sold in approximately 40 countries. In 2013, brand sales of Marimekko products worldwide amounted to approximately EUR 191 million and the company's net sales were EUR 94 million. The number of Marimekko stores totalled 133 at the year end. The key markets are North America, Northern Europe and the Asia-Pacific region. The Group employs around 500 people. The company’s share is quoted on NASDAQ OMX Helsinki Ltd. www.marimekko.com