Source: Marimekko Oyj
Marimekko Corporation, Stock Exchange Release, 12 April 2018 at 4.30 p.m.
RESOLUTIONS OF MARIMEKKO CORPORATION’S ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS’ CONSTITUTIVE MEETING
At Marimekko Corporation’s Annual General Meeting, 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 2017 were adopted.
Payment of the dividend
The General Meeting approved the Board of Directors’ proposal to pay a dividend of EUR 0.50 per share for the 2017 financial year. The dividend will be paid to shareholders who are registered on the dividend payout record date of 16 April 2018 in the company’s Shareholder Register kept by Euroclear Finland Ltd on behalf of the Board of Directors of the company. The dividend payout date is 23 April 2018.
Discharge from liability
The members of the Board of Directors and the President and CEO of the company were discharged from liability for the 2017 financial year.
Remuneration of Board members
The annual remuneration payable to the members of the Board was approved as follows: EUR 40,000 to the Chairman, EUR 30,000 to the Vice Chairman and EUR 22,000 to the other members of the Board. According to the resolution by the Annual General Meeting, approximately 40% of the annual remuneration 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 2018 or, if this is not possible due to insider rules, as soon as possible thereafter. The annual remuneration will be paid entirely in cash, if the Board member on the date of the Annual General Meeting, 12 April 2018, holds the company’s shares worth more than EUR 500,000.
It was further resolved that no separate remuneration be paid for committee work to persons elected to any committee. In the remuneration payable to the Vice Chairman of the Board, the possible chairing of the Audit and Remuneration Committee has been taken into account.
Board of Directors
The General Meeting resolved that the company’s Board of Directors consist of seven members. Rebekka Bay, Elina Björklund, Arthur Engel, Mika Ihamuotila, Mikko-Heikki Inkeroinen, Helle Priess and Catharina Stackelberg-Hammarén were re-elected as members of the Board of Directors. Their term of office ends at the conclusion of the next Annual General Meeting.
Election and remuneration of the auditor
It was decided to elect KPMG Oy Ab, Authorised Public Accountants, as the company’s auditor, with Virpi Halonen, Authorised Public Accountant, as the auditor with principal responsibility. It was also resolved that the auditor’s fee will be paid as per approved invoice.
Authorisation to acquire the company´s own shares
The General Meeting authorised the Board of Directors to decide on the acquisition of a maximum of 100,000 of the company´s own shares. The authorisation is valid until 12 October 2019.
The shares would be acquired with funds from the company´s unrestricted 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. The shares would be acquired to be used as a part of the company´s incentive compensation program, to be transferred for other purposes or to be cancelled. The authorisation includes the right of the Board of Directors to decide on all of the other terms and conditions of the acquisition of the shares.
Authorisation on directed share issue
The General Meeting authorised the Board of Directors to decide on a share issue, against consideration in deviation from the shareholders’ pre-emptive right, directed to the company´s personnel or other personnel groups designated by the Board, including the company’s freelance designers. The authorisation is valid until 12 October 2019.
The total number of new shares to be offered for subscription pursuant to the authorisation may not exceed 150,000 shares. The authorisation includes the right of the Board of Directors to decide on all of the other terms and conditions of the share issue.
B. RESOLUTIONS OF THE BOARD OF DIRECTORS’ CONSTITUTIVE MEETING
From among its members, the Board of Directors elected Mika Ihamuotila as Chairman of the Board and Elina Björklund as Vice Chairman of the Board. The Board also elected Elina Björklund as Chairman and Mikko-Heikki Inkeroinen and Catharina Stackelberg-Hammarén as members of the Audit and Remuneration Committee. All members of the committee are independent of the company and its major shareholders.
C. MINUTES OF THE ANNUAL GENERAL MEETING
The minutes of the Annual General Meeting can be viewed on the company’s website at company.marimekko.com under Investors/Management/General Meeting as of 26 April 2018 at the latest.
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Nasdaq Helsinki Ltd
Marimekko is a Finnish 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 2017, brand sales of the products worldwide amounted to EUR 193 million and the company's net sales were EUR 102 million. Roughly 160 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