Marimekko Corporation, Stock Exchange Release, 15 February 2022 at 8.15 a.m.
Notice of Marimekko Corporation’s Annual General Meeting
The Annual General Meeting of Marimekko Corporation will be held on Tuesday, 12 April 2022 at 2:00 p.m. (EEST). The meeting will be organized at the headquarters of Marimekko at Puusepänkatu 4, 00880 Helsinki, Finland by virtue of extraordinary meeting procedures without shareholders’ or their proxy representatives’ presence.
The company’s Board of Directors has resolved on the extraordinary meeting procedures pursuant to the temporary act 375/2021 which entered into force on 8 May 2021. To reduce the spread of the coronavirus, the company has decided to implement measures enabled by the temporary act in order for the AGM to be convened in a foreseeable manner taking into consideration the health and safety of the shareholders, the company’s employees and other stakeholders.
The shareholders of the company and their proxy representatives can only participate in the AGM and exercise the shareholder’s rights by voting in advance as well as by submitting counterproposals and asking questions in advance in accordance with the instructions set out in this notice and other instructions provided by the company. It is not possible to attend the meeting in person. The AGM can be followed on the company's website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/. The webcast will be held only if it can be arranged in compliance with all rules and restrictions imposed by the authorities due to the coronavirus pandemic. Shareholders following the meeting in this manner are not considered participants in the AGM. Accordingly, they will not have the possibility to address the meeting or participate in any vote or ask questions pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, among other things, during the meeting. The participants in the AGM and results of voting will be determined solely based on the results of the advance voting. Shareholders do not therefore have the possibility to exercise their votes whilst following the meeting, as votes need to be provided in advance. Instructions for shareholders are provided in section C of this notice, “Instructions for the participants in the Annual General Meeting”.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
Attorney-at-law Riikka Rannikko shall act as the Chair of the meeting. If, for weighty reasons, Riikka Rannikko will not be able to act as Chair, the Board of Directors shall appoint the person it deems best suited to act as the Chair.
3. Election of persons to scrutinize the minutes and supervise the counting of votes
The company’s General Counsel, Essi Weseri, shall scrutinize the minutes and supervise the counting of the votes. If Essi Weseri, for weighty reasons, will not be able to scrutinize the minutes and supervise the counting of the votes, the Board of Directors shall appoint the person it deems best suited to scrutinize the minutes and 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
Shareholders who have voted in advance and who have the right to attend the AGM pursuant to Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have attended the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.
6. Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for 2021
Review by the President and CEO.
As shareholders can only participate in the AGM by voting in advance, the company’s annual report, which includes the financial statements, the report of the Board of Directors and the auditor’s report and which will be available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/ on 21 March 2022 at the latest, will be deemed to have been presented to the AGM.
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 2021, the parent company´s distributable funds amounted to EUR 55,890,746.68 of which EUR 24,865,528.81 was profit for the financial year 2021. The Board of Directors proposes to the AGM that a regular dividend of EUR 1.60 per share plus an extraordinary dividend of EUR 2.00 per share be paid for the financial year 2021, adding up to a total of EUR 3.60 per share. The total amount of the proposed dividend is approximately MEUR 29.2, and the remaining funds are to be retained in equity. The decision to propose the payment of an extraordinary dividend is related to the company’s strong financial position and its strategy of profitable growth that does not require significant capital.
The Board of Directors proposes that the dividend will be paid to shareholders who are registered on the dividend payout record date of 14 April 2022 in the company’s shareholder register held by Euroclear Finland Ltd on behalf of the Board of Directors of the company. The Board of Directors proposes 25 April 2022 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 jeopardize the company´s solvency. For clarity, if the AGM approves the Board’s proposal concerning a share issue without payment in accordance with section 16 (share split), the new shares to be issued will not entitle their holders to the dividend.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO of the company from liability for the financial year 1 January – 31 December 2021
10. Adoption of the remuneration report for governing bodies
The remuneration report for the year 2021 prepared in accordance with the remuneration policy adopted on 8 April 2020 by the company’s AGM will be published by way of a stock exchange release and will be available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/ on 21 March 2022 at the latest. As shareholders can only participate in the AGM by voting in advance, the remuneration report for governing bodies for the year 2021 will be deemed to have been presented to the AGM.
The Board of Directors proposes that the AGM adopt the company’s remuneration report for governing bodies as an advisory resolution.
11. Resolution on the remuneration of the members of the Board of Directors
Shareholders representing in total approximately 27% of all the shares and votes of Marimekko Corporation have proposed to the AGM, on the basis of the proposal of the Audit and Remuneration Committee consisting of members independent of the company and its significant shareholders, that the fees payable to the members and the Chair of the Board would remain unchanged from 2021, i.e. an annual remuneration of EUR 48,000 would be paid to the Chair, EUR 35,000 to the Vice Chair and EUR 26,000 to the other Board members. 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 to Chair and EUR 1,000 per meeting to members. The fees for committee work would remain unchanged from 2021.
The above-mentioned shareholders have also proposed, based on 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 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 2022 or if this would not be possible due to insider rules, as soon as possible thereafter. The annual remuneration would be paid entirely in cash, if a Board member on the date of the AGM, 12 April 2022, holds the company´s shares worth more than EUR 1,000,000.
If Mika Ihamuotila is elected a member and Chair of the Board of Directors as proposed in the section 13 of this notice, he will, in addition to the aforementioned annual remuneration, be paid a monthly fee of EUR 4,400 for half-time duty pursuant to a separate executive service agreement. The monthly fee would remain unchanged from 2021. The Audit and Remuneration Committee separately evaluates the terms of the service agreement.
12. Resolution on the number of members of the Board of Directors
Shareholders representing in total approximately 27% of all the shares and votes of Marimekko Corporation have proposed to the AGM that six (6) members be elected to the Board of Directors.
13. Election of the members of the Board of Directors
Shareholders representing in total approximately 27% of all the shares and votes of Marimekko Corporation have proposed to the AGM that Carol Chen, Mika Ihamuotila, Mikko-Heikki Inkeroinen and Tomoki Takebayashi be re-elected to the Board of Directors until the close of the next AGM. Of the current members of the Board, Elina Björklund and Catharina Stackelberg-Hammarén have informed the company that they are not available for re-election.
The same shareholders have proposed that Teemu Kangas-Kärki and Marianne Vikkula be elected as new members of the Board of Directors. Both of them are independent of the company and its significant shareholders according to the evaluation of the above-mentioned shareholders.
The proposed Board members have informed the Company that, if they are elected, they intend to elect Mika Ihamuotila as Chair of the Board and Teemu Kangas-Kärki as Vice Chair of the Board as well as Teemu Kangas-Kärki as Chair and Mikko-Heikki Inkeroinen and Marianne Vikkula as members of the Audit and Remuneration Committee.
All proposed persons have given their consent to the election. Biographical details of the proposed new members of the Board of Directors are available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/
14. 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 AGM that the auditor´s remuneration be paid as per invoice approved by the company.
15. Election of the auditor
In accordance with the recommendation of the Audit and Remuneration Committee, the Board of Directors proposes to the AGM that KPMG Oy Ab, Authorized Public Accountants, be re-elected as the company´s auditor.
16. Issuance of shares without payment (share split)
The Board of Directors proposes to the AGM that in order to enhance the liquidity of the company’s shares, new shares shall be issued to the shareholders without payment in proportion to their holdings so that four (4) new shares are issued for each share (split). In addition, in the share issue without payment, new shares will similarly be issued without payment to the company on the basis of treasury shares held by the company. Based on the number of shares as at the date of this notice, a total of 32,519,336 new shares will be issued. The shares shall be issued to the shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Ltd on the record day of the share issue of 14 April 2022. The share issue without payment shall be executed in the book-entry system and will not require any actions by the shareholders. The new shares will generate shareholder rights as of 14 April 2022 when they have been registered in the trade register. The registration of the new shares in the shareholders’ book-entry accounts is planned to occur on 19 April 2022. The new shares will not entitle their holders to the dividend as defined in section 8 above.
17. Authorization of the Board of Directors to decide on the acquisition of the company’s own shares
The Board of Directors proposes that the Board be authorized by the AGM to decide on the acquisition of a maximum of 30,000 of the company´s own shares, which represents approximately 0.4% of the total number of the company´s shares at the time of the proposal, in one or more instalments. If the AGM approves the Board’s proposal concerning a share issue without payment (share split) in accordance with section 16 above, the maximum number of shares to be acquired totals a maximum of 150,000 shares, equivalent to approximately 0.4% of all the Company's shares after the new shares to be issued in share issue without payment pursuant to section 16 have been registered. 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 compensation program, to be transferred for other purposes or to be cancelled. The authorization is proposed to include the right of the Board of Directors to decide on all of the other terms and conditions of the acquisition of the shares. The authorization is proposed to be valid for eighteen (18) months from the decision of the AGM and to supersede the authorization granted by the 2021 AGM.
18. Authorization of the Board of Directors to decide on the issuance of new shares and transfer of the company’s own shares
The Board of Directors proposes that the Board be authorized by the AGM 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 50,000 (new or the company´s own) shares, which represents approximately 0.6% of the total number of the company´s shares at the time of the proposal. If the AGM approves the Board’s proposal concerning a share issue without payment (share split) in accordance with section 16 above, the maximum number of shares to be issued totals a maximum of 250,000 shares, equivalent to approximately 0.6% of all the Company's shares after the new shares to be issued in share issue without payment pursuant to section 16 have been registered. 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 compensation plan, 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 authorization is proposed to include the right of the Board of Directors to decide on all of the other terms and conditions of the share issue. The authorization is proposed to remain in force for a period of eighteen (18) months from the resolution of the AGM and to supersede the authorization granted by the 2021 AGM.
19. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda of the AGM as well as this notice are available on Marimekko Corporation’s website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/. The company’s financial statements, the report of the Board of Directors, the auditor’s report, the remuneration report as well as the remuneration policy adopted by the AGM in 2020 will be available on the company’s website on 21 March 2022 at the latest. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the AGM can be viewed on the company’s website as of 26 April 2022 at the latest.
C. Instructions for the participants in the Annual General Meeting
In order to limit the spread of the coronavirus, the AGM will be organized without the shareholders’ or their proxy representatives’ presence at the meeting venue. Shareholders and proxy representatives can participate in the AGM and use their rights only by voting in advance, by submitting counterproposals in advance and by asking questions in advance in accordance with the instructions described below and other instructions provided by the company. Shareholders can follow the AGM via a live webcast. Shareholders following the meeting via the webcast are not considered participants in the AGM. Accordingly, they will not have the possibility to address the meeting or participate in any vote, among other things, during the AGM. Further information and instructions on following the webcast are available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/.
1. Shareholders registered in the shareholders’ register
Each shareholder who on the record date for the AGM, 31 March 2022, is registered in the shareholders’ register of the company, held by Euroclear Finland Oy, has the right to participate in the AGM. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders’ register of the company. Shareholders may only participate in the AGM by voting in advance or by way of proxy representation and by submitting counterproposals and asking questions in advance in accordance with the instructions below.
2. Registration and voting in advance
The registration for the AGM and advance voting will begin on Monday 7 March 2022 at 12.00 noon (EET) when the deadline for submitting counterproposals has passed. A shareholder who is registered in the shareholders’ register of the company and wishes to participate in the AGM by voting in advance shall register for the meeting and vote in advance by Tuesday 5 April 2022 at 4.00 p.m. (EEST), by which time the registration and votes must have been received. Registration for the AGM without submitting advance votes will not be considered as participation in the AGM.
A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can register and vote in advance on certain matters on the agenda of the AGM from 7 March 2022 at 12.00 noon (EET) until 5 April 2022 at 4.00 p.m. (EEST) by the following means:
a) Through the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/
For natural persons, the electronic advance voting requires secured strong authentication; shareholders can register and vote by logging in with their Finnish online banking codes or a mobile certificate. Of shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must in that case provide their book-entry account number and other required information. If shareholders that are legal persons use Suomi.fi-authorizations, registration requires the authorized person’s strong electronic authentication with Finnish online banking codes or a mobile certificate. The terms and other instructions concerning the electronic voting are available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/.
b) Through mail or email
Shareholders can submit the advance voting form available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/ or corresponding information to Euroclear Finland Oy by mail to Euroclear Finland Oy, Yhtiökokous/Marimekko Oyj, PL 1110, 00101 Helsinki, Finland or by email to yhtiokokous@euroclear.eu. The advance voting form will be available on the company’s website on 7 March 2022 at the latest.
If a shareholder participates in the AGM by submitting the advance votes to Euroclear Finland Oy by mail or email, submitting the votes prior to the end of the registration and advance voting period is considered as registration for the AGM if all required information is given and the information received prior to the end of the advance voting period.
Voting instructions will be available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/ on 7 March 2022 at the latest. Additional information is also available during the registration period by phone on +358 20 770 6893 on weekdays from 9.00 a.m. to 4.00 p.m.
In connection with the registration, a shareholder shall provide the requested information, such as their name, personal/business ID, email address, telephone number, as well as the name and personal ID of a possible proxy representative or legal representative. The personal data given by the shareholders to Marimekko Corporation or Euroclear Finland Oy is used only in connection with the AGM and the processing of necessary related registrations. For further information on how Marimekko processes personal data, please review Marimekko Corporation’s privacy notice regarding the AGM, which is available at the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/, or contact the company by email at yk@marimekko.com. Shareholders are requested to note that personal information provided in connection with registration and advance voting by email is possibly sent through an unsecure connection on the shareholder’s own responsibility.
3. Proxy representative and powers of attorney
A shareholder may participate in the AGM and exercise their rights at the meeting by way of proxy representation. The proxy representative of a shareholder may also only participate in the meeting by voting in advance in the manner described above. Shareholders who do not vote themselves in advance are requested, due to the coronavirus pandemic, to exercise the shareholder’s rights through centralized proxy representation designated by the company by authorizing attorney-at-law Anniina Järvinen from Hannes Snellman Attorneys Ltd, or a person appointed by her, to represent them at the AGM in accordance with the shareholder's voting instructions. Authorizing the designated proxy representative will not incur any costs for the shareholder, excluding possible postal fees for proxy documents. Further information on the designated proxy representative is available on the following website: https://www.hannessnellman.com/people/all/anniina-jaervinen/.
Shareholders may also participate in the AGM and exercise their rights at the meeting through another proxy representative. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the AGM. Should a shareholder participate in the AGM by means of several proxy representatives representing the shareholder with shares on different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
Proxy and voting instruction templates will be available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/ on 7 March 2022 at the latest. Any proxy documents, including the advance voting form, should be sent by mail to Euroclear Finland Oy, Yhtiökokous/Marimekko Oyj, PL 1110, 00101 Helsinki, Finland or by email to yhtiokokous@euroclear.eu prior to the end of the advance voting period on 5 April 2022 at 4.00 p.m. (EEST), by which time the documents must have been received.
Proxy representatives must register and vote in advance on behalf of the shareholder, and they can submit counterproposals and ask questions in the manner described in this notice. Delivery of proxy documents and advance votes by the due date for the registration and advance voting is considered as registration for the AGM, provided that the above-mentioned information required for the registration is included in the documents.
Instead of traditional proxy document, shareholders that are legal persons can use electronic authorization services of Suomi.fi. In that case the legal person authorizes a named authorised person through Suomi.fi’s services at https://www.suomi.fi/e-authorizations/ by using the mandate theme “Representation at the General Meeting”. In connection with the registration, Euroclear Finland Oy’s General Meeting Services require strong electronic authentication after which the electronic authorization is automatically verified. Strong electronic authentication requires Finnish online banking codes or a mobile certificate. For more information, please see Suomi.fi’s e-authorization pages at https://www.suomi.fi/e-authorizations/ as well as the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/.
4. Holder of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the AGM by virtue of those shares based on which the holder on the record date for the AGM, 31 March 2022, would be entitled to be registered in the shareholders’ register of the company, held by Euroclear Finland Oy. In addition, participation in the AGM requires that the shareholder on the basis of such shares has been temporarily registered in the shareholders’ register held by Euroclear Finland Oy by 7 April 2022 at 10.00 a.m. (EEST) at the latest. As regards nominee-registered shares, this constitutes due registration for the AGM.
A holder of nominee-registered shares is advised to well in advance request the necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the AGM from their custodian bank. The account manager of the custodian bank has to register a holder of nominee-registered shares who wishes to participate in the AGM to be temporarily entered into the shareholders’ register of the company by the time stated above. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holder of nominee-registered shares within the registration period for nominee-registered shares.
5. Other instructions and information
Shareholders who hold at least one hundredth (1/100) of all shares in the company are entitled to make counterproposals, subject to voting, to the agenda points of the AGM. Such counterproposals shall be submitted to the company by email to yk@marimekko.com or by mail to Marimekko Corporation, Legal Affairs, P.O. Box 107, 00811 Helsinki, Finland no later than 4 March 2022 at 4.00 p.m. (EET), by which time the counterproposals must have been received by the company.
In connection with submitting a counterproposal, shareholders are required to provide adequate evidence of their shareholding. A counterproposal is eligible to be voted on at the AGM if the shareholders who have made the counterproposal have the right to attend the AGM and, on the record date for the AGM, 31 March 2022, represent at least one hundredth (1/100) of all shares in the company. If a counterproposal is not eligible to be voted on at the AGM, the votes given in favor of such counterproposal will not be taken into account. Any counterproposals that are eligible to be voted on will be published on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/ on 7 March 2022 at the latest.
A shareholder has the right to ask questions with respect to the matters to be considered at the AGM pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Such questions should be sent by email to yk@marimekko.com or by mail to Marimekko Corporation, Legal Affairs, P.O. Box 107, 00811 Helsinki, Finland by 29 March 2022 at the latest.
Such questions by shareholders, responses to the questions by the company as well as any counterproposals other than those eligible to be voted on will be available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/yhtiokokous-2022/ on 1 April 2022 at the latest. In connection with asking questions and submitting counterproposals, shareholders are required to provide adequate evidence of their shareholding.
Changes in shareholding after the record date for the AGM do not affect the right to participate in the AGM or the number of votes held by the shareholder.
On the date of this notice, 15 February 2022, the total number of shares in Marimekko Corporation is 8,129,834 and the total number of votes is 8,129,834. On the date of this notice, the company holds 13,360 of its own shares, which do not entitle to voting at the AGM.
Helsinki, 15 February 2022
MARIMEKKO CORPORATION
Board of Directors
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. Marimekko products are sold in about 40 countries. In 2021, brand sales of the products worldwide amounted to EUR 376 million and the company's net sales were EUR 152 million. Roughly 150 Marimekko stores serve customers around the globe. The key markets are Northern Europe, the Asia-Pacific region and North America. The Group employs about 410 people. The company’s share is quoted on Nasdaq Helsinki Ltd. www.marimekko.com
