Marimekko Corporation, Stock Exchange Release, 5 March 2019 at 10 a.m.
NOTICE OF MARIMEKKO CORPORATION’S ANNUAL GENERAL MEETING
Marimekko Corporation's shareholders are invited to attend the Annual General Meeting to be held on Wednesday, 17 April 2019, in Finlandia Hall, Congress Wing, Hall B, from 2 p.m. onwards. The address is Mannerheimintie 13e, 00100 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 2018
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
On 31 December 2018, the parent company´s distributable funds amounted to EUR 29,959,907.71 of which EUR 15,125,007.73 was profit for the financial year. The Board of Directors proposes to the Annual General Meeting that a regular dividend of EUR 0.60 per share plus an additional dividend of EUR 1.25 per share be paid for 2018, adding up to a total of EUR 1.85 per share. The total amount of the proposed dividend is EUR 14,928,778.50, and the remaining funds are to be retained in equity. As announced on 1 November 2018, the decision to propose the payment of an additional dividend was made because the sale of Marimekko´s head office in spring 2018 strengthened the company´s financial position. The proposal by the Board is based on earnings per share (EPS) and takes into consideration the total amount of the proposed dividend.
The Board of Directors proposes that the dividend will be paid to shareholders who are registered on the dividend payout record date of 23 April 2019 in the company’s Shareholder Register held by Euroclear Finland Ltd on behalf of the Board of Directors of Marimekko Corporation. The Board of Directors proposes 30 April 2019 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 jeopardise 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
10. Resolution on the remuneration of the members of the Board of Directors
Shareholders representing in total approximately 29% of all of the company’s shares and votes have informed the company that, on the basis of the proposal of the Audit and Remuneration Committee consisting of members independent of the company and its shareholders, they propose to the Annual General Meeting that the fees payable to the members and the Chairman of the Board would be increased to be as follows: an annual remuneration of EUR 48,000 would be paid to the Chairman (2018: EUR 40,000), EUR 35,000 to the Vice Chairman (2018: EUR 30,000) and EUR 26,000 to the other Board members (2018: EUR 22,000).
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 (2018: EUR 0) to Chairman and EUR 1,000 per meeting (2018: EUR 0) to members.
The above-mentioned shareholders also propose, on the basis of the proposal of the Audit and Remuneration Committee, that approximately 40% 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 annual remuneration would be paid entirely in cash, if a Board member on the date of the Annual General Meeting, 17 April 2019, holds the company´s shares worth more than EUR 500,000. 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 2019 or if this would not be possible due to insider rules, as soon as possible thereafter.
If Mika Ihamuotila is elected a member and Chairman of the Board of Directors as proposed in the section 12 of this notice, he will, as of 17 April 2019 in addition to the aforementioned annual remuneration, be paid a monthly fee of EUR 4,400 for half-time duty (2018: EUR 8,800 for full-time duty) pursuant to a separate executive service agreement. The Audit and Remuneration Committee separately evaluates the terms of the above-mentioned service agreement.
11. Resolution on the number of members of the Board of Directors
Shareholders who represent approximately 29% of all of Marimekko Corporation’s shares and votes have informed the company that they propose to the Annual General Meeting that seven (7) members be elected to the Board of Directors.
12. Election of the members of the Board of Directors
The above-mentioned shareholders who represent approximately 29% of all of Marimekko Corporation´s shares and votes have informed the company that they propose to the Annual General Meeting that Rebekka Bay, Elina Björklund, Arthur Engel, Mika Ihamuotila, Mikko-Heikki Inkeroinen, Helle Priess and Catharina Stackelberg-Hammarén be re-elected to the Board of Directors until the close of the next Annual General Meeting.
The proposed Board members have informed the company that, in the event that they are elected, they intend to elect Mika Ihamuotila as Chairman of the Board and Elina Björklund as Vice Chairman of the Board as well as Elina Björklund as Chairman and Mikko-Heikki Inkeroinen and Catharina Stackelberg-Hammarén as members of the Audit and Remuneration Committee.
All proposed persons have given their consent to the election.
Biographical details of the proposed board members are available on the company´s website at company.marimekko.com under Investors/Management/General Meeting.
13. 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 Annual General Meeting that the auditor´s remuneration be paid as per invoice approved by the company.
14. Election of the 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, Authorised Public Accountants, be re-elected as the company´s auditor. KPMG Oy Ab has informed that it will appoint Virpi Halonen, Authorised Public Accountant, as the auditor with principal responsibility for a term expiring at the end of the Annual General Meeting in 2020.
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 company.marimekko.com under Investors/Management/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/Management/General Meeting on 27 March 2019 at the latest. The proposals and 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 30 April 2019 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, 5 April 2019, is registered in the company’s Shareholder Register held by Euroclear Finland Ltd on behalf of the Board of Directors of Marimekko Corporation 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 is requested to register for the meeting no later than Friday 12 April 2019 at 4 p.m. by giving a prior notice of participation.
Notice of participation can be given starting from 5 March 2019 at 10 a.m.:
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, Legal Affairs, P.O. Box 107, 00811 Helsinki, Finland, before the end of the 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 behalf of the Board of Directors of Marimekko Corporation on the Annual General Meeting’s record date of 5 April 2019. Additionally, participation requires that the holder of nominee-registered shares is temporarily registered in the company’s Shareholder Register held by Euroclear Finland Ltd on behalf of the Board of Directors of Marimekko Corporation by 10 a.m. on 12 April 2019 at the latest. 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, 5 March 2019, the total number of shares in Marimekko Corporation is 8,089,610 and the total number of votes is 8,089,610.
Helsinki, 5 March 2019
Board of Directors
NASDAQ Helsinki Ltd
Marimekko is a Finnish lifestyle design company renowned for its original prints and colours. 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. Marimekko products are sold in about 40 countries. In 2018, brand sales of the products worldwide amounted to EUR 248 million and the company's net sales were EUR 112 million. Roughly 150 Marimekko stores serve customers around the globe. The key markets are Northern Europe, North America and the Asia-Pacific region. The Group employs about 450 people. The company’s share is quoted on Nasdaq Helsinki Ltd. www.marimekko.com