2009-03-16 13:30:00 CET
2009-03-16 13:30:04 CET
REGULATED INFORMATION
Marimekko - Notice to general meeting
NOTICE OF MARIMEKKO CORPORATION'S ANNUAL GENERAL MEETING
Marimekko Corporation STOCK EXCHANGE RELEASE
16 March 2009 at 2.30 p.m.
NOTICE OF MARIMEKKO CORPORATION'S ANNUAL GENERAL MEETING
Marimekko Corporation's shareholders are invited to attend the Annual General
Meeting which will be held on Wednesday, 8 April 2009 from 14:00 onwards at
Marimekko Corporation's head office. The address is Puusepänkatu 4, 00880
Helsinki, Finland. The registration of attendees and the distribution of voting
slips will commence at the meeting venue at 13:00.
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 scrutinise 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 Auditors' report for 2008
- Review by the 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
The Board of Directors will propose to the Annual General Meeting that a
dividend of EUR 0.55 per share be paid as dividends for the year 2008. The
dividend will be paid to shareholders who are registered on the dividend payout
record date of 15 April 2009 in the company's Shareholder Register kept by
Euroclear Finland Ltd. The Board of Directors will propose 22 April 2009 as the
dividend payout date.
9. Resolution on the discharge of the members of the Board of Directors and the
President of the company from liability
10. Resolution on the remuneration of the members of Board of Directors
Shareholders representing in total about 28% of all of the company's shares and
votes have informed the company that they will propose to the Annual General
Meeting that the fees payable to the members and the Chairman of the Board
remain unchanged: an annual bonus of EUR 20,000 for the Chairman of the Board,
and EUR 15,000 for each Board member. It will also be proposed that no
remuneration be paid to the company's President for the membership of the Board.
11. Resolution on the number of members of the Board of Directors
The shareholders mentioned above have announced that they will propose to the
Annual General Meeting that five (5) members be elected to the Board of
Directors.
12. Election of the members of the Board of Directors
The shareholders mentioned above have informed the company that they will
propose to the Annual General Meeting that Ami Hasan, Mika Ihamuotila, Joakim
Karske, Pekka Lundmark and Tarja Pääkkönen be re-elected to the Board of
Directors until the close of the next Annual General Meeting. The same
shareholders will also propose that the Board of Directors elect Pekka Lundmark
as Chairman of the Board and Mika Ihamuotila as Vice Chairman of the Board. All
proposed persons have given their consent to the election. Details of the
proposed persons are provided on the company's website at www.marimekko.com
under Marimekko Corporation/Administration and Auditors.
13. Resolution on the remuneration of the Auditor
The Board of Directors will propose that the auditor be remunerated in
accordance with an invoice presented.
14. Election of the Auditor
The Board of Directors will propose to the Annual General Meeting that
PricewaterhouseCoopers Oy, Authorised Public Accountants, continue as the
company's auditor.
15. Proposal by the Board of Directors to amend Articles 3, 4, 5, 6, 8, 9, 11,
12 and 13 of the Articles of Association as follows:
- It is proposed that Article 3, the minimum and maximum share capital, be
removed in its entirety.
- It is proposed that Article 4, the minimum and maximum number of shares, be
removed in its entirety.
- It is proposed that Article 5 be removed, except the first sentence: "The
Company's shares are registered in the book-entry securities system."
- Regarding Article 6, it is proposed that the minimum number of members of the
Board of Directors be changed to four (4), and the maximum number be changed to
seven (7).
- It is proposed that Article 8 be updated to conform to the terminology used in
the Finnish Companies Act.
- It is proposed that Article 9 be changed to read as follows: "The Company shall have one Auditor and, if the Auditor is not a corporation of
Certified Public Accountants, one Deputy Auditor. The Auditor and Deputy Auditor
shall be Certified Public Accountants authorised by the Finnish Central Chamber
of Commerce."
- It is proposed that Article 11 be changed to read as follows: "The notice of the General Meeting shall be announced on the Company's website
not earlier than two (2) months and not later than twenty-one (21) days before
the meeting. In addition, the Board of Directors may decide to publish the
notice of the General Meeting in one or more newspapers."
- It is proposed that Article 12 be updated to conform to the terminology used
in the Finnish Companies Act.
- It is proposed that Article 13, registering to the General Meeting, be removed
in its entirety.
- It is proposed that the running numbering of the Articles of Association be
updated to correspond with the changes mentioned above.
16. 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 www.marimekko.com under
Investors/Annual General Meeting. Marimekko Corporation's Annual Report, which
includes the company's financial statements, the consolidated financial
statements, the Report of the Board of Directors and the Auditors' report, will
be available on the company's website under Investors/Financial Releases on 19
March 2009 at the latest. The Board proposals and the financial statement
documents will also be available at the General Meeting, and, upon request,
copies of them and this notice will be sent to shareholders. The minutes of the
General Meeting can be viewed on the company's website as of 22 April 2009.
C. Instructions for the participants
1. Right to attend, and registration
Shareholders who have been registered by the Annual General Meeting's record
date of 29 March 2009 (Sunday) at the latest in the company's Shareholder
Register kept by Euroclear Finland Ltd. have the right to attend 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.
Shareholders who wish to attend the Annual General Meeting must notify the
company of their intention to do so before 16:00 on 1 April 2009 at the latest:
- via the Investors section on the company's website www.marimekko.com
- by telephone on +358 9 758 7293 (Piia Pakarinen)
- by telefax on +358 9 759 1676
- by email to piia.pakarinen@marimekko.fi
- by post to Marimekko Corporation, Share Register, P.O. Box 107, 00811
Helsinki, Finland.
When registering, a shareholder shall state his/her name, address, telephone
number and the name of a possible assistant. The personal data given by
shareholders to Marimekko Corporation is used only in connection with the Annual
General Meeting and the necessary processing of related registrations.
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.
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. Proxy representatives must
present a dated power of attorney or other reliable proof of their authority to
represent the shareholder. Any proxy documents should be sent to Marimekko
Corporation/Share Register, P.O. Box 107, 00811 Helsinki, Finland, before the
registration deadline.
3. Holder of nominee-registered shares
The owners of nominee-registered shares who wish to participate in the Annual
General Meeting must be entered into the company's Shareholder Register by the
Annual General Meeting's record date of 29 March 2009 (Sunday). A holder of
nominee-registered shares is advised to request the necessary instructions
regarding the registration in the company's Shareholder Register, the issuing of
proxy documents and registration for the Annual General Meeting from his/her
trustee.
4. Other instructions and information
On the date of the notice of meeting, Marimekko Corporation has a total of
8,040,000 shares and 8,040,000 votes.
Helsinki, 16 March 2009
MARIMEKKO CORPORATION
Board of Directors
DISTRIBUTION NASDAQ OMX Helsinki
Principal media
www.marimekko.com
APPENDIX
MARIMEKKO CORPORATION'S ARTICLES OF ASSOCIATION (after the changes proposed to
the Annual General Meeting)
1 The name of the Company is Marimekko Oyj, in English Marimekko Corporation,
and the domicile is Helsinki.
2 The field of operations of the Company consists of designing, manufacture and
importation as well as domestic and foreign trade of clothes, textiles and
interior decoration products. The Company may own and administer real properties
and securities.
3 The Company's shares are registered in the book-entry securities system.
4 The administration and proper organisation of the business of the Company are
the responsibility of the Board of Directors consisting of not less than four
(4) and not more than seven (7) ordinary members. The members of the Board of
Directors shall elect from among themselves the Chairman of the Board of
Directors. The regular term of the members of the Board of Directors shall
expire at the end of the following Annual General Meeting.
5 The Company shall have a President who shall be appointed by the Board of
Directors.
6 The Chairman of the Board of Directors and the President of the Company sign
for the Company, each of them alone; and any two members of the Board of
Directors sign together. The Board of Directors decides on the granting of other
representation rights.
7 The Company shall have one Auditor and, if the Auditor is not a corporation of
Certified Public Accountants, one Deputy Auditor. The Auditor and Deputy Auditor
shall be Certified Public Accountants authorised by the Finnish Central Chamber
of Commerce.
8 The accounting period of the Company is the calendar year.
9 The notice of the General Meeting shall be announced on the Company's website
not earlier than two (2) months and not later than twenty-one (21) days before
the meeting. In addition, the Board of Directors may decide to publish the
notice of the General Meeting in one or more newspapers.
10 The Annual General Meeting shall be held annually within six (6) months of
the end of the financial year.
At the meeting shall be:
presented:
1. the financial statements of the Company and the Group, and the report on
operations;
2. the auditors' report;
resolved upon:
3. the approval of the financial statements;
4. the use of the profit shown on the balance sheet;
5. granting release from liability to the members of the Board of Directors and
the President of the Company;
6. the remuneration of the members of the Board of Directors;
7. the number of members of the Board of Directors;
8. the remuneration of the Auditors;
elected:
9. the members of the Board of Directors;
10. one Auditor and, when needed, a Deputy Auditor;
dealt with:
11. any other matters as per the notice of the meeting.
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