Marimekko Corporation, Stock Exchange Release, 14 April 2021 at 4 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 2020 were adopted.
Payment of dividend
As proposed by the Board of Directors, the AGM authorized the Board to decide on the payment of a maximum dividend of EUR 1.00 per share in one or several instalments at a later stage. The authorization is valid until the next AGM. The company will publish the possible decision on dividend payment separately and, at the same time, confirm the pertinent record and payment dates.
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 2020.
Adoption of the remuneration report for governing bodies
The AGM adopted the remuneration report for governing bodies.
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 Chairman, EUR 35,000 to the Vice Chairman 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 Chairman and EUR 1,000 per meeting to members. The fees payable to the members of the Board are unchanged from 2020.
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 2021 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, 14 April 2021, 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 seven members. Elina Björklund, Mika Ihamuotila, Mikko-Heikki Inkeroinen and Catharina Stackelberg-Hammarén were re-elected to the Board and Carol Chen, Jussi Siitonen and Tomoki Takebayashi 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, with Virpi Halonen, Authorized Public Accountant, 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.
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 100,000 of the company´s own shares, which represents approximately 1.2% of the total number of the company´s shares at the time of the proposal, in one or more instalments. 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 14 October 2022, and it supersedes the authorization granted by the 2020 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 120,000 new or treasury shares, which represents approximately 1.5% 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 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 14 October 2022, and it supersedes the authorization granted by the 2020 AGM.
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, Jussi Siitonen and Catharina Stackelberg-Hammarén 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 28 April 2021 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. Marimekko products are sold in about 40 countries. In 2020, brand sales of the products worldwide amounted to EUR 285 million and the company's net sales were EUR 124 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 420 people. The company’s share is quoted on Nasdaq Helsinki Ltd. www.marimekko.com
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