Resolutions of Marimekko Corporation’s Annual General Meeting and the Board of Directors’ constitutive meeting
At Marimekko Corporation’s Annual General Meeting (the AGM), 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 2023 were adopted.
Payment of dividend
The AGM approved the Board of Directors’ proposal to distribute a dividend of
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 2023.
Adoption of the remuneration report for governing bodies
The AGM adopted the remuneration report for governing bodies as an advisory resolution.
Adoption of the remuneration policy for governing bodies
The AGM adopted the remuneration policy 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:
In accordance with the resolution by the AGM, approximately 40 percent 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 2024 or at the first time as possible under applicable legislation. The annual remuneration will be paid entirely in cash, if a Board member on the date of the AGM,
Board of Directors
The AGM resolved that the company’s Board of Directors consist of six members.
Election and remuneration of the auditor and the authorized sustainability auditor
It was resolved to re-elect
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 maximum number of shares represents approximately 0.4 percent of the total number of the company’s shares. 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
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 200,000 new or the company’s own shares. The number of shares represents approximately 0.5 percent of the total number of the company’s shares. 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 Board of Directors is authorized to decide on all of the other terms and conditions of the share issue. The authorization is valid until
B. RESOLUTIONS OF THE BOARD OF DIRECTORS’ CONSTITUTIVE MEETING
From among its members, the Board of Directors elected
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
MARIMEKKO CORPORATION
Corporate Communications
Tel. +358 40 5846944
anna.tuominen@marimekko.com
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