Notice of Marimekko Corporation’s Annual General Meeting

    Notice of Marimekko Corporation’s Annual General Meeting

Marimekko Corporation, Stock Exchange Release, 15 February 2024 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 16 April 2024 at 2.00 p.m. (EEST) at Little Finlandia, at the address Karamzininranta 4, 00100 Helsinki. The registration of attendees and the distribution of voting slips will commence at the meeting venue at 1.00 p.m. (EEST).

Shareholders can also exercise their voting rights by voting in advance. In addition, it is possible to follow the Annual General Meeting online via webcast on the company’s website at https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024. For further instructions, please refer to Section C “Instructions for the participants of the Annual General Meeting” of this notice.

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons 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

6. Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for 2023

Review by the President and CEO.

The company’s financial statements, the report of the Board of Directors and the auditor’s report will be made available on 26 March 2024 at the latest on the company’s website at https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024.

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 2023, the parent company’s distributable funds amounted to EUR 60,604,858.19 of which EUR 25,359,472.05 was profit for the financial year 2023. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.37 per share be paid for the financial year 2023. The total amount of the proposed dividend is approximately EUR 15.0 million, and the remaining funds are to be retained in equity.

The Board of Directors proposes that the dividend will be paid to shareholders who are registered on the dividend payout record date of 18 April 2024 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 2024 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.

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 2023

10. Consideration of the remuneration report for governing bodies

The remuneration report for the year 2023, prepared in accordance with the remuneration policy adopted on 8 April 2020 by the company’s Annual General Meeting, will be published by way of a stock exchange release and will be available on 26 March 2024 at the latest on the company’s website at https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024.           

The Board of Directors proposes that the Annual General Meeting adopt the company’s remuneration report for governing bodies as an advisory resolution.

11. Consideration of the remuneration policy for governing bodies

The Annual General Meeting of 2020 adopted the remuneration policy for the governing bodies. The remuneration policy must be presented to the Annual General Meeting at least every four years or whenever material changes are made to it.

The Board of Directors proposes that the Annual General Meeting adopt the company's updated remuneration policy for governing bodies as an advisory resolution.

The changes in the proposed remuneration policy for the governing bodies include increasing the maximum annual amount of the President and CEO’s short-term incentive to 50% of the annual salary to ensure the competitiveness of the remuneration (the previous maximum amount equaled to four months' gross salary) and incorporating sustainability-related targets into the operational evaluation criteria. Other changes compared to the remuneration policy confirmed at the Annual General Meeting of 2020 are of technical nature. The remuneration policy for the governing bodies is available on 26 March 2024 at the latest on the company's website at https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024.

12. Resolution on the remuneration of the members of the Board of Directors

Shareholders representing in total approximately 27 percent of all the shares and votes of Marimekko Corporation have proposed to the Annual General Meeting, 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 be increased to be as follows: an annual remuneration of EUR 55,000 would be paid to the Chair (2023: EUR 48,000), EUR 40,000 to the Vice Chair (2023: EUR 35,000) and EUR 30,000 to the other Board members (2023: EUR 26,000). Board members who reside outside Finland would receive EUR 1,000 per Board meeting where they are physically present. 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 2023.

The fees payable to the Board members have not been increased since the Annual General Meeting of 2019. The proposal of the Audit and Remuneration Committee is based on a benchmark of remuneration used in other Finnish listed companies.

The above-mentioned shareholders have also proposed, based on the proposal of the Audit and Remuneration Committee, that approximately 40 percent 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 2024 or at the first time as possible under applicable legislation. The annual remuneration would be paid entirely in cash, if a Board member on the date of the Annual General Meeting, 16 April 2024, 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 14 of this notice in addition to the aforementioned annual remuneration, a monthly fee of EUR 5,000 for half-time duty as the Chair pursuant to a separate executive service agreement is proposed to be paid. The Audit and Remuneration Committee separately evaluates the terms of the service agreement, but Mika Ihamuotila will not take part in the evaluation. If Mika Ihamuotila is elected as a member of the Audit and Remuneration Committee, he will not receive the separate remuneration for committee work.

13. Resolution on the number of members of the Board of Directors

Shareholders representing in total approximately 27 percent of all the shares and votes of Marimekko Corporation have proposed to the Annual General Meeting that six (6) members be elected to the Board of Directors.

14. Election of the members of the Board of Directors

Shareholders representing in total approximately 27 percent of all the shares and votes of Marimekko Corporation have proposed to the Annual General Meeting that Carol Chen, Mika Ihamuotila, Teemu Kangas-Kärki, Tomoki Takebayashi and Marianne Vikkula be re-elected to the Board of Directors. Mikko-Heikki Inkeroinen started as Marimekko’s Chief Technology Officer and member of the Management Group on 29 January 2024 and resigned from his position as a member of the company’s Board of Directors on the same date.

The same shareholders further propose that Massimiliano Brunazzo be elected as a new member of the Board. Brunazzo (b. 1979, MBA) has been the CEO and President of EMEAI region at Bottega Veneta since 2019. Previously he has held various leadership positions at adidas and Hugo Boss, among other companies.

Carol Chen, Teemu Kangas-Kärki, Tomoki Takebayashi, Marianne Vikkula and Massimiliano Brunazzo are independent of the company and its significant shareholders according to the evaluation of the above-mentioned shareholders. Mika Ihamuotila is not independent of the company nor its significant shareholders due to his indirect shareholding through PowerBank Ventures Ltd, equaling 12.5 percent of the shares and votes in the company.

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 Mika Ihamuotila and Marianne Vikkula as members of the Audit and Remuneration Committee.

All proposed persons have given their consent to the election. The term of all the Board members ends at the end of the Annual General Meeting of 2025. Biographical details of the new proposed Board member are available on the company’s website at https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024. Other proposed Board members are presented at https://company.marimekko.com/investors/management/board-of-directors.

15. Resolution on the remuneration of the auditor and the authorized sustainability 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. The same is proposed to be applied to the auditor's remuneration for the assurance of the company's sustainability reporting for the financial year 2024.

16. Election of the auditor and the authorized sustainability 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, Authorized Public Accountants, be re-elected as the company’s auditor.

In addition, in accordance with the recommendation of the Audit and Remuneration Committee, the Board of Directors proposes to the Annual General Meeting that the company's auditor be elected for the assurance of the company's sustainability reporting for the financial year 2024.

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 Annual General Meeting to decide on the acquisition of a maximum of 150,000 of the company’s own shares in one or more instalments. The number of shares represents approximately 0.4 percent of the total number of the company’s shares at the time of the proposal. 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 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 Annual General Meeting and to supersede the authorization granted by the 2023 Annual General Meeting.

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 Annual General Meeting 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 200,000 (new or the company’s own) shares, which represents approximately 0.5 percent of the total number of the company’s shares at the time of the proposal. 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 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 Annual General Meeting and to supersede the authorization granted by the 2023 Annual General Meeting.

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 Annual General Meeting as well as this notice are available on Marimekko Corporation’s website at https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024. 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 proposed to be adopted by the Annual General Meeting of 2024 will be available on the company’s website on 26 March 2024 at the latest. 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 2024 at the latest.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder who on the record date for the Annual General Meeting, 4 April 2024, is registered in the shareholders’ register of the company, held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders’ register of the company.

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 8 April 2024 at 4.00 p.m. (EEST), by which time the registration must be received.

Notice of participation can be given starting from Monday 11 March 2024 at 9.00 a.m. (EET):

a)   by filling in the registration form on the company’s website at https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024

Electronic registration requires strong electronic authentication of the shareholder or the shareholder’s proxy representative or legal representative with a Finnish, Swedish or Danish bank ID or mobile certificate. 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.

b)   by mail or email

A shareholder registering by mail or email must submit the registration and advance voting form available on the company's website or corresponding information by mail to Innovatics Oy, Yhtiökokous / Marimekko Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to [e-mail].

In connection with the registration, a shareholder shall provide the requested information, such as their name, date of birth, 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 shareholders to Marimekko Corporation or Innovatics Oy is used only in connection with the Annual General Meeting and the processing of the necessary related registrations. For further information on how Marimekko processes personal data, please review Marimekko Corporation’s privacy notice regarding the Annual General Meeting, which is available at the company’s website at https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024 or contact the company by email at [e-mail]. Please note that personal information provided in connection with registration by email is possibly sent through an unsecure connection on the shareholder’s own responsibility.

The shareholder, their authorized representative or proxy representative should, when necessary, be able to prove their identity and/or right of representation.

Further information on registration is available during the registration period of the Annual General Meeting by calling Innovatics Oy at [phone] on business days from 9:00 a.m. to 12:00 noon and from 1:00 p.m. to 4:00 p.m.

2. Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of those shares based on which the holder on the record date for the Annual General Meeting, 4 April 2024, would be entitled to be registered in the shareholders’ register of the company, held by Euroclear Finland Oy. In addition, participation in the Annual General Meeting requires that the shareholder on the basis of such shares has been temporarily registered in the shareholders’ register held by Euroclear Finland Oy by 11 April 2024 at 10.00 a.m. (EEST) at the latest. As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date for the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes held by the shareholder.

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, voting instructions and registration for the Annual General Meeting from their custodian bank as well as voting in advance. The account manager of the custodian bank shall register a holder of nominee-registered shares who wishes to participate in the Annual General Meeting to be temporarily entered into the shareholders’ register of the company by the time stated above and shall arrange advance voting on behalf of the holder of nominee-registered shares within the registration period for nominee-registered shares.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting by way of proxy representation. Shareholders proxy representative may also vote in advance in the manner described in this notice. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. Should a shareholder participate in the Annual General Meeting 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/investors/management/general-meeting/annual-general-meeting-2024 on 11 March 2024 at the latest. Any proxy documents, including the advance voting form, should be sent by mail to Innovatics Oy, Yhtiökokous / Marimekko Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to [e-mail]. In addition to delivering the proxy documents, the shareholder or their proxy representative should register for the Annual General Meeting in the manner described above.

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, 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/investors/management/general-meeting/annual-general-meeting-2024.

4. Voting in advance

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 Annual General Meeting from 11 March 2024 at 9.00 a.m. (EET) until 8 April 2024 at 4.00 p.m. (EEST) by the following means:

a)   Through the company’s website at https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024            

Electronic advance voting requires strong electronic authentication of the shareholder or the shareholder’s proxy representative or legal representative with a Finnish, Swedish or Danish bank ID or mobile certificate. 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.

b)   Through mail or email

Shareholders can also submit the advance voting form available on the company’s website at https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024 or corresponding information by mail to Innovatics Oy, Yhtiökokous / Marimekko Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to [e-mail]. The advance voting form will be available on the company’s website on 11 March 2024 at the latest.

In addition to voting in advance, the shareholder must register for the Annual General Meeting prior to the end of the registration period.

A shareholder who has voted in advance cannot request information under the Finnish Companies Act or request a vote at the General Meeting or change the given votes if they or their proxy representative is not present at the General Meeting venue.

With regards to holders of nominee-registered shares, the advance voting is performed via the account management organisation. The account management organisation may vote in advance on behalf of the holders of nominee-registered shares it represents, in accordance with the voting instructions provided by them, during the registration period for holders of nominee-registered shares.

A proposal subject to advance voting is considered to have been presented unchanged at the General Meeting. The terms and other instructions concerning the electronic voting are available on the company’s website at https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024.

Further information on advance voting is available during the registration period of the Annual General Meeting by calling Innovatics Oy at [phone] on business days from 9:00 a.m. to 12:00 noon and from 1:00 p.m. to 4:00 p.m.

5. Other instructions and information

It is possible to follow the Annual General Meeting online via webcast. Instructions on following the webcast are available on the company’s website at https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024. Following the Annual General Meeting via webcast is not considered participating in the Annual General Meeting or exercising shareholder rights.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the Annual General Meeting.

Changes in shareholding after the record date for the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes held by the shareholder.

On the date of this notice, 14 February 2024, the total number of shares and votes in Marimekko Corporation is 40,649,170. On the date of this notice, the company holds 77,790 of its own shares, which do not entitle to voting at the Annual General Meeting.

Helsinki, 14 February 2024

MARIMEKKO CORPORATION
Board of Directors

Further information:
Anna Tuominen
Tel. [phone]
[e-mail]

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 2023, the company's net sales totaled EUR 174 million and comparable operating profit margin was 18.4 percent. Globally, there are roughly 170 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 470 people. The company’s share is quoted on Nasdaq Helsinki Ltd. www.marimekko.com