Marimekko Corporation, Stock Exchange Release, 13 April 2023 at 4.00 p.m.
Resolutions of Marimekko Corporation’s Annual General Meeting and the Board of Directors’ constitutive meeting
At Marimekko Corporation’s Annual General Meeting (the AGM), held today, and at the subsequent constitutive meeting of the Board of Directors, the following resolutions were passed.
A. RESOLUTIONS OF THE ANNUAL GENERAL MEETING
Adoption of the financial statements
Marimekko Corporation’s income statement and balance sheet and the consolidated income statement and balance sheet for 2022 were adopted.
Payment of dividend
The AGM approved the Board of Directors’ proposal to distribute a dividend of EUR 0.34 per share for the financial year 2022. The dividend will be paid on 24 April 2023 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.
Discharge from liability
The members of the Board of Directors and the President and CEO of the company were discharged from liability for the financial year 1 January–31 December 2022.
Adoption of the remuneration report for governing bodies
The AGM adopted the remuneration report for governing bodies as an advisory resolution.
Remuneration of the members of the Board of Directors
The AGM resolved that the annual remuneration payable to the members of the Board be as follows: EUR 48,000 to the Chair, EUR 35,000 to the Vice Chair and EUR 26,000 to the other Board members. It was further resolved that a separate remuneration be paid for committee work to persons elected to a committee as follows: EUR 2,000 per meeting to the Chair and EUR 1,000 per meeting to members. The fees payable to the members of the Board are unchanged from 2022.
In accordance with the resolution by the AGM, approximately 40 percent of the annual remuneration of the members of the Board of Directors will be paid in Marimekko Corporation’s shares acquired from the market and the rest in cash. The shares will 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 will 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.
Board of Directors
The AGM resolved that the company’s Board of Directors consist of six members. Carol Chen, Mika Ihamuotila, Mikko-Heikki Inkeroinen, Teemu Kangas-Kärki, Tomoki Takebayashi and Marianne Vikkula were re-elected to the Board. The Board’s term of office ends at the conclusion of the next AGM.
Election and remuneration of the auditor
It was decided to re-elect KPMG Oy Ab, Authorized Public Accountants, as the company’s auditor. Heli Tuuri, Authorized Public Accountant, acts as the auditor with principal responsibility. It was also resolved that the auditor’s fee will be paid as per invoice approved by the company.
Amendment of the Articles of Association
The AGM decided that Article 9 of the Articles of Association is 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 is 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.”
The Articles of Association remain unchanged in other respects.
Authorization of the Board of Directors to decide on the acquisition of the company’s own shares
The AGM authorized the Board of Directors to decide on the acquisition of a maximum of 200,000 of the company’s own shares in one or more instalments. The maximum number of shares represents approximately 0.5 percent of the total number of the company’s shares. 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 Board of Directors is authorized to decide on all of the other terms and conditions of the acquisition of the shares. The authorization is valid until 13 October 2024, and it supersedes the authorization granted by the 2022 AGM.
Authorization of the Board of Directors to decide on issuance of new shares and transfer of the company’s own shares
The AGM authorized the Board of Directors 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. The number of shares represents approximately 0.6 percent of the total number of the company’s shares. 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 Board of Directors is authorized to decide on all of the other terms and conditions of the share issue. The authorization is valid until 13 October 2024, and it supersedes the authorization granted by the 2022 AGM.
B. RESOLUTIONS OF THE BOARD OF DIRECTORS’ CONSTITUTIVE MEETING
From among its members, the Board of Directors elected Mika Ihamuotila as Chair of the Board and Teemu Kangas-Kärki as Vice Chair of the Board. The Board also elected Teemu Kangas-Kärki as Chair and Mikko-Heikki Inkeroinen and Marianne Vikkula as members of the Audit and Remuneration Committee. All members of the committee are independent of the company and its significant shareholders.
C. MINUTES OF THE ANNUAL GENERAL MEETING
The minutes of the AGM can be viewed on the company’s website at company.marimekko.com under Investors/Management/General Meeting as of 27 April 2023 at the latest.
MARIMEKKO CORPORATION
Corporate Communications
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 2022, the company's net sales were EUR 167 million and comparable operating profit totaled EUR 30.4 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
