Shareholders exercise the highest decision-making authority in Marimekko Corporation through the General Meeting. General Meetings are either Annual General Meetings or Extraordinary General Meetings. The Annual General Meeting shall be held every year within six months of the close of the financial year on the day set by the Board of Directors. Extraordinary General Meetings are convened when necessary. According to the Companies Act, an Extraordinary General Meeting must be held when the Board of Directors considers it advisable or when shareholders representing at least one-tenth of the company’s shares request in writing that a meeting be held to deliberate on a specified matter. Shareholders have the right to have items included on the agenda of the General Meeting, provided they present their demand in writing to the Board of Directors well in advance, so that the item can be included in the Notice of Meeting. The company discloses on its website the date by which a shareholder must notify the company’s Board of Directors of an issue that he or she demands to be addressed at the General Meeting. The date is published no later than by the end of the financial period preceding the General Meeting.
The Annual General Meeting deliberates on matters set out in Article 10 of the Articles of association as being the business of Annual General Meetings, and other proposals, if any, made to the General Meeting.
The company’s Board of Directors prepares an agenda for the meeting. In accordance with the Finnish Corporate Governance Companies Act, the Annual General Meeting takes decisions on matters such as:
- adopting the financial statements
- the distribution of profit
- the number of Board members, their election and remuneration
- the election of auditor and their remuneration
- amendments to the Articles of Association.
Convening a General Meeting
Shareholders are invited to the General Meeting through a Notice of the General Meeting published on the company’s website not earlier than three months and not later than three weeks before the meeting, but in any case at least nine days prior to the General Meeting’s record date. In addition, the Board of Directors may decide to publish the Notice of the General Meeting in one or more newspapers. The Notice of the General Meeting and the Board’s proposals to the General Meeting are also published in a stock exchange release.
The following information is also made available on the company’s website at least three weeks before the General Meeting:
- the documents to be submitted to the General Meeting
- draft resolutions to the General Meeting.
Right to attend a General Meeting
Shareholders registered in the Shareholder Register on the record date notified separately by the company have the right to attend a General Meeting. Shareholders wishing to attend the General Meeting must inform the company of their intention to do so by the deadline specified in the Notice of Meeting. Shareholders may attend the meeting themselves or through a representative by proxy, who must present a power of attorney or other reliable proof of their authority to represent the shareholder.
Shareholders can exercise their right to speak and to vote at a General Meeting. Shareholders are entitled to the total number of votes conferred by their shareholding as on the record date. One share confers one vote in all matters addressed at the General Meeting. Decisions are made by a simple or qualified majority of votes as provided by law and the Articles of Association.
Record of proceedings at General Meetings
The company prepares minutes of the General Meeting, which, together with voting results and the appendices of minutes that are part of a decision made by the meeting, are made available to the shareholders on the company’s website within two weeks of the General Meeting. The documents related to the General Meeting will be available on the company’s website at least for five years after the meeting. The company also announces any decisions taken at the General Meeting in a stock exchange release issued promptly after the meeting.
Presence of administrative bodies at a General Meeting
All of the members of the Board of Directors and the President shall be present at the General Meetings and the auditor in the Annual General Meeting. Candidates up for election to the Board for the first time shall be present at the meeting in which the election is held.