Resolutions of Marimekko Corporation’s Annual General Meeting and the Board of Directors’ constitutive meeting
Marimekko Corporation, Stock Exchange Release, 12 April 2022 at 3.20 p.m.
Resolutions of Marimekko Corporation’s Annual General Meeting and the 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 2021 were adopted.
Payment of dividend
The AGM approved the Board of Directors’ proposal to distribute 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 dividend will be paid on 25 April 2022 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 new shares issued in the share issue without payment decided upon in the AGM will not entitle their holders to the dividend decided upon in the AGM.
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 2021.
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 2021.
In accordance with the resolution by the AGM, approximately 40% 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 2022 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 a Board member on the date of the AGM, 12 April 2022, 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 and Tomoki Takebayashi were re-elected to the Board and Teemu Kangas-Kärki and Marianne Vikkula were elected as new members of the Board of Directors. 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.
Issuance of shares without payment (share split)
The AGM decided 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. In total, 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 date 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 since they have been registered in the trade register, which is estimated to be on 14 April 2022. The registration of the new shares in the shareholders’ book-entry accounts is planned to occur on 19 April 2022.
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 150,000 of the company’s own shares, in one or more instalments. The number of shares takes into account the effects of the share issue without payment as decided by the AGM. The maximum number of shares represents approximately 0.4% of the total number of the company’s shares after the new shares to be issued in share issue 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 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 12 October 2023, and it supersedes the authorization granted by the 2021 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 treasury shares. The number of shares takes into account the effects of the share issue without payment as decided by the AGM. The number of shares represents approximately 0.6% of the total number of the company’s shares after the new shares to be issued in share issue 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, 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 12 October 2023, and it supersedes the authorization granted by the 2021 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 Vilkkula 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 26 April 2022 at the latest.
Tel. +358 40 5846944
Nasdaq Helsinki Ltd
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 2021, the company's net sales were EUR 152 million and brand sales of the products worldwide amounted to EUR 376 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 410 people. The company’s share is quoted on Nasdaq Helsinki Ltd. www.marimekko.com
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