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MarketScreener Homepage  >  Equities  >  NASDAQ OMX HELSINKI LTD.  >  Marimekko Oyj    MMO1V   FI0009007660

MARIMEKKO OYJ

(MMO1V)
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Marimekko Oyj : NOTICE OF MARIMEKKO CORPORATION'S ANNUAL GENERAL MEETING

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02/25/2020 | 02:01am EST

Marimekko Corporation, Stock Exchange Release, 25 February 2020 at 9.00 a.m.

NOTICE OF MARIMEKKO CORPORATION’S ANNUAL GENERAL MEETING

Marimekko Corporation's shareholders are invited to attend the Annual General Meeting to be held on Wednesday 8 April 2020 in Finlandia Hall, Congress Wing, Hall A, from 1 p.m. onwards. The address is Mannerheimintie 13e, 00100 Helsinki, Finland. The registration of attendees and the distribution of voting slips will commence at the meeting venue at 12 noon.

A. Matters on the agenda of the Annual General Meeting and the procedure

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to 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 2019

Review by the President and CEO

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 2019, the parent company´s distributable funds amounted to EUR 30,513,318.98, of which EUR 14,830,616.17 was profit for the financial year. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.90 per share be paid for 2019, totaling EUR 7,298,850.60, and that the remaining funds 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 14 April 2020 in the company’s Shareholder Register held by Euroclear Finland Ltd on behalf of the Board of Directors of Marimekko Corporation. The Board of Directors proposes 21 April 2020 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

10. Adoption of the remuneration policy for governing bodies

The Board of Directors proposes to the Annual General Meeting that the remuneration policy for governing bodies be adopted.

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

Shareholders representing in total approximately 22% of all of the company’s shares and votes have informed the company that, on the basis of the proposal of the Audit and Remuneration Committee  consisting of members independent of the company and its shareholders, they propose to the Annual General Meeting that the fees payable to the members and the Chairman of the Board would remain unchanged from 2019 and be as follows: an annual remuneration of EUR 48,000 would be paid to the Chairman (2019: EUR 48,000), EUR 35,000 to the Vice Chairman (2019: EUR 35,000) and EUR 26,000 to the other Board members (2019: EUR 26,000).

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 (2019: EUR 2,000) to Chairman and EUR 1,000 per meeting (2019: EUR 1,000) to members.

The above-mentioned shareholders also propose, 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 annual remuneration would be paid entirely in cash, if a Board member on the date of the Annual General Meeting, 8 April 2020, holds the company´s shares worth more than EUR 1,000,000. 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 2020 or if this would not be possible due to insider rules, as soon as possible thereafter.

If Mika Ihamuotila is elected a member and Chairman of the Board of Directors as proposed in the section 13 of this notice, he will, as of 8 April 2020 in addition to the aforementioned annual remuneration, be paid a monthly fee of EUR 4,400 for half-time duty (2019: EUR 4,400 for half-time duty) pursuant to a separate executive service agreement. 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 who represent approximately 22% of all of Marimekko Corporation’s shares and votes have informed the company that they propose to the Annual General Meeting that seven (7) members be elected to the Board of Directors.

13. Election of the members of the Board of Directors

The above-mentioned shareholders who represent approximately 22% of all of Marimekko Corporation´s shares and votes have informed the company that they propose to the Annual General Meeting that Rebekka Bay, Elina Björklund, Arthur Engel, Mika Ihamuotila, Mikko-Heikki Inkeroinen, Helle Priess and Catharina Stackelberg-Hammarén be re-elected to the Board of Directors until the close of the next Annual General Meeting.

The proposed Board members have informed the company that, if they are elected, they intend to elect Mika Ihamuotila as Chairman of the Board and Elina Björklund as Vice Chairman of the Board as well as Elina Björklund as Chairman and Mikko-Heikki Inkeroinen and Catharina Stackelberg-Hammarén as members of the Audit and Remuneration Committee.

All proposed persons have given their consent to the election.

Biographical details of the proposed board members are available on the company´s website at company.marimekko.com under Investors/Management/General Meeting.

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 Annual General Meeting 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 Annual General Meeting that KPMG Oy Ab, Authorized Public Accountants, be re-elected as the company´s auditor. KPMG Oy Ab has informed that it will appoint Virpi Halonen, Authorized Public Accountant, as the auditor with principal responsibility for a term expiring at the end of the Annual General Meeting in 2021.

16. 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 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 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.

17. Authorization of the Board of Directors to decide on 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 120,000 (new or the company´s own) 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 right 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 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.

18. Closing of the meeting

B. Documents of the Annual General Meeting

The above-mentioned proposals to the Annual General Meeting and this notice are available on Marimekko Corporation’s website at company.marimekko.com under Investors/Management/General Meeting. Marimekko Corporation’s financial statements, the report of the Board of Directors, the auditor’s report and the remuneration policy, will be available on the company’s website under Investors/Management/General Meeting on 17 March 2020 at the latest. The proposals and the other above-mentioned documents will also be available at the Annual General Meeting. 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 21 April 2020 at the latest.

C. Instructions for the participants

1. The right to participate and registration

Each shareholder who on the record date of the Annual General Meeting, 27 March 2020, is registered in the company’s Shareholder Register held by Euroclear Finland Ltd on behalf of the Board of Directors of Marimekko Corporation has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal book-entry account is registered in the company's Shareholder Register.

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 Friday 3 April 2020 at 4 p.m. by giving a prior notice of participation.

Notice of participation can be given starting from 25 February 2020 at 9 a.m.:

  • by filling in the registration form on the company’s website company.marimekko.com under Investors/Management/General Meeting
  • by telephone on +358 20 770 6893 (open until 4 p.m. on weekdays)
  • by email to yk@marimekko.com.

When registering, a shareholder shall state his/her name, personal identification number / business identity code, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of the proxy representative. The personal data given by shareholders to Marimekko Corporation is used only in connection with the Annual General Meeting and the processing of the necessary related registrations.

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

2. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the Meeting by way of proxy representation. A proxy representative must present a dated power of attorney or other reliable proof of their authority to represent the shareholder.

A shareholder may participate in the Annual General Meeting by means of several proxy representatives, who represent the shareholder with shares held on different book-entry accounts. In such case, the shares represented by each proxy representative shall be identified when registering for the Annual General Meeting.

Any proxy documents should be sent in original to Marimekko Corporation, Legal Affairs, P.O. Box 107, 00811 Helsinki, Finland, before the end of the registration period.

3. Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual General Meeting with those shares under which the holder would be entitled to be registered in the company’s Shareholder Register held by Euroclear Finland Ltd on behalf of the Board of Directors of Marimekko Corporation on the Annual General Meeting’s record date of 27 March 2020. Additionally, participation requires that the holder of nominee-registered shares is temporarily registered in the company’s Shareholder Register held by Euroclear Finland Ltd on behalf of the Board of Directors of Marimekko Corporation by 10 a.m. on 3 April 2020 at the latest. Temporary registration in the Shareholder Register shall be deemed to be a registration for the Annual General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to attend the General Meeting or the shareholder´s voting rights. Holders of nominee-registered shares are advised to request the necessary instructions regarding the temporary registration in the Shareholder Register, the issuing of proxy documents and registration for the General Meeting from their custodian bank well in advance. The account management organization of the custodian bank will register a holder of nominee-registered shares who wants to participate in the Annual General Meeting to be temporarily entered into the company’s Shareholder Register by the above-mentioned time.

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, shareholders who are present at the Annual General Meeting are entitled to request information regarding the matters addressed by the meeting.

On the date of this notice, 25 February 2020, the total number of shares in Marimekko Corporation is 8,129,834 and the total number of votes is 8,129,834.

Helsinki, 25 February 2020

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 2019, brand sales of the products worldwide amounted to EUR 251 million and the company's net sales were EUR 125 million. Roughly 150 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

© OMX, source OMX

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Financials (EUR)
Sales 2020 136 M
EBIT 2020 19,5 M
Net income 2020 15,1 M
Debt 2020 8,85 M
Yield 2020 3,31%
P/E ratio 2020 19,1x
P/E ratio 2021 17,4x
EV / Sales2020 2,17x
EV / Sales2021 1,98x
Capitalization 287 M
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Mean consensus OUTPERFORM
Number of Analysts 3
Average target price 43,67  €
Last Close Price 35,40  €
Spread / Highest target 27,1%
Spread / Average Target 23,4%
Spread / Lowest Target 18,6%
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Managers
NameTitle
Tiina Alahuhta-Kasko President & Chief Executive Officer
Mika Risto Ihamuotila Executive Chairman
Elina Anckar Chief Financial Officer
Elina Björklund Vice Chairman
Arthur Thomas Georg Engel Independent Director
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