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Discover of Marimekko Company’s Annual Common Assembly Helsinki Inventory Alternate:MMO1V

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Marimekko Company, Inventory Alternate Launch, 1 March 2021 at 3.30 p.m.

Discover of Marimekko Company’s Annual Common Assembly

The Annual Common Assembly of Marimekko Company can be held on Wednesday, 14 April 2021 at 2.00 p.m. (EEST). The assembly can be organized on the headquarters of Marimekko at Puusepänkatu 4, 00880 Helsinki, Finland by advantage of extraordinary assembly procedures with out shareholders’ or their proxy representatives’ presence.

The corporate’s Board of Administrators has resolved on the extraordinary assembly procedures pursuant to the non permanent legislative act (677/2020) which entered into power on 3 October 2020. To cut back the unfold of the coronavirus, the corporate has determined to implement measures enabled by the non permanent legislative act to ensure that the AGM to be convened in a foreseeable method taking into account the well being and security of the shareholders, the corporate’s workers and different stakeholders.

The shareholders of the corporate and their proxy representatives can solely take part within the AGM and train the shareholder’s rights by voting upfront in addition to by submitting counterproposals and asking questions upfront in accordance with the directions set out on this discover and different directions offered by the corporate. It isn’t doable to attend the assembly in particular person. The AGM will be adopted on the corporate’s web site at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/. The webcast can be held provided that it may be organized in compliance with all guidelines and restrictions imposed by the authorities because of the coronavirus pandemic. Shareholders following the assembly on this method will not be thought-about members within the AGM. Accordingly, they won’t have the chance to deal with the assembly or take part in any vote or ask questions pursuant to Chapter 5, Part 25 of the Finnish Restricted Legal responsibility Corporations Act, amongst different issues, in the course of the assembly. The members within the AGM and outcomes of voting can be decided solely primarily based on the outcomes of the advance voting. Shareholders don’t subsequently have the chance to train their votes while following the assembly, as votes have to be offered upfront. Directions for shareholders are offered in part C of this discover, “Directions for the members within the Annual Common Assembly”.

The Chairman of the Board of Administrators and the President and CEO will attend the AGM. The opposite administration of the corporate is not going to attend the assembly.

A. Issues on the agenda of the Annual Common Assembly

1. Opening of the assembly

2. Calling the assembly to order

Legal professional-at-law Riikka Rannikko shall act because the chairman of the assembly. If, for weighty causes, Riikka Rannikko won’t be able to behave as chairman, the Board of Administrators shall appoint the particular person it deems greatest suited to behave because the chairman.

3. Election of individuals to scrutinize the minutes and supervise the counting of votes

The corporate’s Common Counsel, Tiina Lencioni, shall scrutinize the minutes and supervise the counting of the votes. If Tiina Lencioni, for weighty causes, won’t be able to scrutinize the minutes and supervise the counting of the votes, the Board of Administrators shall appoint the particular person it deems greatest suited to scrutinize the minutes and supervise the counting of votes.

4. Recording the legality of the assembly

5. Recording the attendance on the assembly and adoption of the checklist of votes

Shareholders who’ve voted upfront and who’ve the correct to attend the AGM pursuant to Chapter 5, Sections 6 and 6a of the Finnish Restricted Legal responsibility Corporations Act can be recorded to have attended the assembly. The checklist of votes can be adopted based on the data offered by Euroclear Finland Oy.

6. Presentation of the monetary statements, the report of the Board of Administrators and the auditor’s report for 2020

Overview by the President and CEO.

As shareholders can solely take part within the AGM by voting upfront, the corporate’s annual report, which incorporates the monetary statements, the report of the Board of Administrators and the auditor’s report and which can be obtainable on the corporate’s web site at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/ on 23 March 2021 on the newest, can be deemed to have been introduced to the AGM.

7. Adoption of the monetary statements

8. Decision on using the revenue proven on the steadiness sheet and the cost of dividend

The Board of Administrators proposes to the AGM that the Common Assembly authorize the Board to determine on the cost of a most dividend of EUR 1.00 per share in a single or a number of instalments at a later stage when the corporate could make a extra dependable estimate of the impacts of the coronavirus pandemic on the corporate’s enterprise. The authorization could be legitimate till the following AGM. The corporate will publish the doable choice on dividend cost individually and, on the similar time, verify the pertinent file and cost dates.

Because the Board of Administrators proposes an authorization to the Board to determine on a dividend cost (and subsequently the proposal for the dividend to be distributed primarily based on the decision of the AGM is lower than the minimal quantity of minority dividend pursuant to Chapter 13, Part 7 of the Finnish Restricted Legal responsibility Corporations Act), shareholders have the correct to demand a minority dividend pursuant to Chapter 13, Part 7 of the Finnish Restricted Legal responsibility Corporations Act. The minority dividend have to be distributed, if a requirement to this impact is made by shareholders who’ve a minimum of one tenth of all shares. The quantity of minority dividend is EUR 4,359,035.56, i.e. EUR 0.54 per share. A shareholder demanding a minority dividend might vote for the minority dividend upfront voting, and no separate demand or counterproposal is required.

9. Decision on the discharge of the members of the Board of Administrators and the President and CEO of the corporate from legal responsibility for the monetary yr 1 January–31 December 2020

10. Adoption of the remuneration report for governing our bodies

The remuneration report for the yr 2020 ready in accordance with the remuneration coverage adopted on 8 April 2020 by the corporate’s AGM can be introduced for the primary time on the AGM of 2021. The remuneration report can be revealed by the use of a inventory trade launch and can be obtainable on the corporate’s web site at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/ on 23 March 2021 on the newest. As shareholders can solely take part within the AGM by voting upfront, the remuneration report for governing our bodies for the yr 2020 can be deemed to have been introduced to the AGM.

The Board of Administrators proposes that the AGM undertake the corporate’s remuneration report for governing our bodies as an advisory decision.

11. Decision on the remuneration of the members of the Board of Administrators

Shareholders representing in whole roughly 26% of all of the shares and votes of Marimekko Company have proposed to the AGM, on the premise of the proposal of the Audit and Remuneration Committee consisting of members impartial of the corporate and its important shareholders, that the charges payable to the members and the Chairman of the Board would stay unchanged from 2020, i.e. an annual remuneration of EUR 48,000 could be paid to the Chairman, EUR 35,000 to the Vice Chairman and EUR 26,000 to the opposite Board members. As well as, it’s proposed {that a} separate remuneration be paid for committee work to individuals elected to a committee as follows: EUR 2,000 per assembly to Chairman and EUR 1,000 per assembly to members. The charges for committee work would stay unchanged from 2020.

The above-mentioned shareholders have additionally proposed, primarily based on the proposal of the Audit and Remuneration Committee, that roughly 40% of the annual remuneration of the members of the Board of Administrators could be paid in Marimekko Company’s shares acquired from the market and the remainder in money. The shares could be acquired instantly on behalf of the Board members inside two weeks from the discharge of the interim report for 1 January–31 March 2021 or if this is able to not be doable because of insider guidelines, as quickly as doable thereafter. The annual remuneration could be paid fully in money, if a Board member on the date of the AGM, 14 April 2021, holds the corporate´s shares price greater than EUR 1,000,000.

If Mika Ihamuotila is elected a member and Chairman of the Board of Administrators as proposed within the part 13 of this discover, he’ll, along with the aforementioned annual remuneration, be paid a month-to-month payment of EUR 4,400 for half-time obligation pursuant to a separate govt service settlement. The month-to-month payment would stay unchanged from 2020. The Audit and Remuneration Committee individually evaluates the phrases of the service settlement.

12. Decision on the variety of members of the Board of Administrators

Shareholders representing in whole roughly 26% of all of the shares and votes of Marimekko Company have proposed to the AGM that seven (7) members be elected to the Board of Administrators.

13. Election of the members of the Board of Administrators

Shareholders representing in whole roughly 26% of all of the shares and votes of Marimekko Company have proposed to the AGM that Elina Björklund, Mika Ihamuotila, Mikko-Heikki Inkeroinen and Catharina Stackelberg-Hammarén be re-elected to the Board of Administrators till the shut of the following AGM. Of the present members of the Board, Arthur Engel and Helle Priess have knowledgeable the corporate that they aren’t obtainable for re-election.

The identical shareholders have proposed that Carol Chen, Jussi Siitonen and Tomoki Takebayashi be elected as new members of the Board of Administrators. All of them are impartial of the corporate and its important shareholders based on the analysis of the above-mentioned shareholders.

The proposed Board members have knowledgeable the Firm that, if they’re elected, they intend to elect Mika Ihamuotila as Chairman of the Board and Elina Björklund as Vice Chairman of the Board in addition to Elina Björklund as Chairman and Mikko-Heikki Inkeroinen, Catharina Stackelberg-Hammarén and Jussi Siitonen as members of the Audit and Remuneration Committee.

All proposed individuals have given their consent to the election. Biographical particulars of the proposed new members of the Board of Administrators can be found on the corporate’s web site at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/.

14. Decision on the remuneration of the auditor

In accordance with the advice of the Audit and Remuneration Committee, the Board of Administrators proposes to the AGM that the auditor´s remuneration be paid as per bill permitted by the corporate.

15. Election of the auditor

In accordance with the advice of the Audit and Remuneration Committee, the Board of Administrators proposes to the AGM that KPMG Oy Ab, Approved Public Accountants, be re-elected as the corporate´s auditor. KPMG Oy Ab has knowledgeable the corporate that it’s going to appoint Virpi Halonen, Approved Public Accountant, because the auditor with principal duty for a time period expiring on the finish of the AGM in 2022.

16. Authorization of the Board of Administrators to determine on the acquisition of the corporate’s personal shares

The Board of Administrators proposes that the Board be licensed by the AGM to determine on the acquisition of a most of 100,000 of the corporate´s personal shares, which represents roughly 1.2% of the full variety of the corporate´s shares on the time of the proposal, in a number of instalments. The shares could be acquired with funds from the corporate´s non-restricted fairness, which signifies that the acquisition would cut back funds obtainable for distribution. The shares could be acquired in any other case than in proportion to the shareholdings of the shareholders by way of public buying and selling on Nasdaq Helsinki Ltd on the market value prevailing on the time of acquisition and in accordance with the principles and rules of Nasdaq Helsinki Ltd. The shares could be acquired for use as part of the corporate´s incentive compensation program, to be transferred for different functions or to be cancelled. The authorization is proposed to incorporate the correct of the Board of Administrators to determine on all the different phrases and situations of the acquisition of the shares. The authorization is proposed to be legitimate for eighteen (18) months from the choice of the AGM and to supersede the authorization granted by the 2020 AGM.

17. Authorization of the Board of Administrators to determine on the issuance of recent shares and switch of the corporate’s personal shares

The Board of Administrators proposes that the Board be licensed by the AGM to determine on the issuance of recent shares and the switch of the corporate´s personal shares in a number of instalments. The full variety of shares to be issued or transferred pursuant to the authorization might not exceed 120,000 (new or the corporate´s personal) shares, which represents roughly 1.5% of the full variety of the corporate´s shares on the time of the proposal. Pursuant to the authorization, the Board might determine on a directed share problem in deviation from the shareholders´ pre-emptive rights for a weighty monetary cause, comparable to the corporate´s incentive compensation plan, growing the corporate´s capital construction, utilizing the shares as consideration in doable firm acquisitions or finishing up different enterprise transactions. The share problem could also be topic to a cost or free. A directed share problem will be freed from cost provided that there’s a significantly weighty monetary cause for the corporate and taking into consideration the pursuits of all the firm’s shareholders. The subscription value of the brand new shares and the quantity paid for the corporate´s personal shares could be recorded within the firm’s reserve for invested non-restricted fairness. The authorization is proposed to incorporate the correct of the Board of Administrators to determine on all the different phrases and situations of the share problem. The authorization is proposed to stay in power for a interval of eighteen (18) months from the decision of the AGM and to supersede the authorization granted by the 2020 AGM.

18. Closing of the assembly

B. Paperwork of the Annual Common Assembly

The proposals for the selections on the issues on the agenda of the AGM in addition to this discover can be found on Marimekko Company’s web site at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/. The corporate’s monetary statements, the report of the Board of Administrators, the auditor’s report, the remuneration report in addition to the remuneration coverage adopted by the AGM in 2020 can be obtainable on the corporate’s web site on 23 March 2021 on the newest. Copies of those paperwork and of this discover can be despatched to shareholders upon request. The minutes of the AGM will be considered on the corporate’s web site as of 28 April 2021 on the newest.

C. Directions for the members within the Annual Common Assembly

So as to restrict the unfold of the coronavirus, the AGM can be organized with out the shareholders’ or their proxy representatives’ presence on the assembly venue. Shareholders and proxy representatives can take part within the AGM and use their rights solely by voting upfront, by submitting counterproposals upfront and by asking questions upfront in accordance with the directions described under and different directions offered by the corporate. Shareholders can comply with the AGM by way of a dwell webcast. Shareholders following the assembly by way of the webcast will not be thought-about members within the AGM. Accordingly, they won’t have the chance to deal with the assembly or take part in any vote, amongst different issues, in the course of the AGM. Additional info and directions on following the webcast can be found on the corporate’s web site at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/.

1. Shareholders registered within the shareholders’ register

Every shareholder who on the file date for the AGM, 31 March 2021, is registered within the shareholders’ register of the corporate, held by Euroclear Finland Oy, has the correct to take part within the AGM. A shareholder whose shares are registered on their private Finnish book-entry account is registered within the shareholders’ register of the corporate. Shareholders might solely take part within the AGM by voting upfront or by the use of proxy illustration and by submitting counterproposals and asking questions upfront in accordance with the directions under.

2. Registration and voting upfront

The registration for the AGM and advance voting will start on Friday 5 March 2021 at 9.00 a.m. (EET) when the deadline for submitting counterproposals has handed. A shareholder who’s registered within the shareholders’ register of the corporate and needs to take part within the AGM by voting upfront shall register for the assembly and vote upfront by Wednesday 7 April 2021 at 4.00 p.m. (EEST), by which period the registration and votes will need to have been obtained. Registration for the AGM with out submitting advance votes is not going to be thought-about as participation within the AGM.

A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can register and vote upfront on sure issues on the agenda of the AGM from 5 March 2021 at 9.00 a.m. (EET) till 7 April 2021 at 4.00 p.m. (EEST) by the next means:

a) By way of the corporate’s web site at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/

For pure individuals, the digital advance voting requires secured robust authentication; shareholders can register and vote by logging in with their Finnish on-line banking codes or a cellular certificates. Of shareholders which are authorized individuals, no robust digital authentication is required. Nevertheless, shareholders which are authorized individuals should present their book-entry account quantity and different required info. The phrases and different directions regarding the digital voting can be found on the corporate’s web site at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/.

b) By way of mail or e-mail

Shareholders can submit the advance voting kind obtainable on the corporate’s web site at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/ on 5 March 2021 on the newest or corresponding info to Euroclear Finland Oy by mail to Euroclear Finland Oy, Yhtiökokous/Marimekko Oyj, PL 1110, 00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu.

If a shareholder participates within the AGM by submitting the advance votes to Euroclear Finland Oy by mail or e-mail, submitting the votes previous to the tip of the registration and advance voting interval is taken into account as registration for the AGM if all required info is given and the data obtained previous to the tip of the advance voting interval.

Voting directions can be obtainable on the corporate’s web site at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/ on 5 March 2021 on the newest. Extra info can also be obtainable in the course of the registration interval by cellphone on +358 20 770 6893 on weekdays from 9.00 a.m. to 4.00 p.m.

In reference to the registration, a shareholder shall present the requested info, comparable to their title, private/enterprise ID, e-mail deal with, phone quantity, in addition to the title and private ID of a doable proxy consultant or authorized consultant. The non-public information given by the shareholders to Marimekko Company or Euroclear Finland Oy is used solely in reference to the AGM and the processing of essential associated registrations. For additional info on how Marimekko processes private information, please evaluate Marimekko Company’s privateness discover relating to the AGM, which is obtainable on the firm’s web site at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/, or contact the corporate by e-mail at yk@marimekko.com. Shareholders are requested to notice that non-public info offered in reference to registration and advance voting by e-mail is probably despatched by way of an unsecure connection on the shareholder’s personal duty.

3. Proxy consultant and powers of legal professional

A shareholder might take part within the AGM and train their rights on the assembly by the use of proxy illustration. The proxy consultant of a shareholder may additionally solely take part within the assembly by voting upfront within the method described above. Shareholders who don’t vote themselves upfront are requested, because of the coronavirus pandemic, to train the shareholder’s rights by way of centralized proxy illustration designated by the corporate by authorizing attorney-at-law Anniina Järvinen from Hannes Snellman Attorneys Ltd, or an individual appointed by her, to signify them on the AGM in accordance with the shareholder’s voting directions. Authorizing the designated proxy consultant is not going to incur any prices for the shareholder, excluding doable postal charges for proxy paperwork. Additional info on the designated proxy consultant is obtainable on the next web site: https://www.hannessnellman.com/individuals/all/anniina-jaervinen/.

Shareholders may additionally take part within the AGM and train their rights on the assembly by way of one other proxy consultant. A proxy consultant shall present a dated proxy doc or in any other case in a dependable method exhibit their proper to signify the shareholder on the AGM. Ought to a shareholder take part within the AGM via a number of proxy representatives representing the shareholder with shares on totally different book-entry accounts, the shares by which every proxy consultant represents the shareholder shall be recognized in reference to the registration.

Proxy and voting instruction templates can be obtainable on the corporate’s web site at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/ on 5 March 2021 on the newest. Any proxy paperwork, together with the advance voting kind, must be despatched by mail to Euroclear Finland Oy, Yhtiökokous/Marimekko Oyj, PL 1110, 00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu previous to the tip of the advance voting interval on 7 April 2021 at 4.00 p.m. (EEST), by which period the paperwork will need to have been obtained.

Proxy representatives should register and vote upfront on behalf of the shareholder, and so they can submit counterproposals and ask questions within the method described on this discover. Supply of proxy paperwork and advance votes by the due date for the registration and advance voting is taken into account as registration for the AGM, offered that the above-mentioned info required for the registration is included within the paperwork.

4. Holder of nominee-registered shares

A holder of nominee-registered shares has the correct to take part within the AGM by advantage of these shares primarily based on which the holder on the file date for the AGM, 31 March 2021, could be entitled to be registered within the shareholders’ register of the corporate, held by Euroclear Finland Oy. As well as, participation within the AGM requires that the shareholder on the premise of such shares has been briefly registered within the shareholders’ register held by Euroclear Finland Oy by 9 April 2021 at 10.00 a.m. (EEST) on the newest. As regards nominee-registered shares, this constitutes due registration for the AGM.

A holder of nominee-registered shares is suggested to effectively upfront request the required directions relating to the non permanent registration within the shareholders’ register of the corporate, the issuing of proxy paperwork and registration for the AGM from their custodian financial institution. The account supervisor of the custodian financial institution has to register a holder of nominee-registered shares who needs to take part within the AGM to be briefly entered into the shareholders’ register of the corporate by the point said above. As well as, the account administration group of the custodian financial institution shall prepare advance voting on behalf of the holder of nominee-registered shares throughout the registration interval for nominee-registered shares.

5. Different directions and data

Shareholders who maintain a minimum of one hundredth (1/100) of all shares within the firm are entitled to make counterproposals, topic to voting, to the agenda factors of the AGM. Such counterproposals shall be submitted to the corporate by e-mail to yk@marimekko.com or by mail to Marimekko Company, Authorized Affairs, P.O. Field 107, 00811 Helsinki, Finland no later than 4 March 2021 at 4.00 p.m. (EET), by which period the counterproposals will need to have been obtained by the corporate.

In reference to submitting a counterproposal, shareholders are required to supply sufficient proof of their shareholding. A counterproposal is eligible to be voted on on the AGM if the shareholders who’ve made the counterproposal have the correct to attend the AGM and, on the file date for the AGM, 31 March 2021, signify a minimum of one hundredth (1/100) of all shares within the firm. If a counterproposal shouldn’t be eligible to be voted on on the AGM, the votes given in favor of such counterproposal is not going to be taken into consideration. Any counterproposals which are eligible to be voted on can be revealed on the corporate’s web site at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/ on 5 March 2021 on the newest.

A shareholder has the correct to ask questions with respect to the issues to be thought-about on the AGM pursuant to Chapter 5, Part 25 of the Finnish Restricted Legal responsibility Corporations Act. Such questions must be despatched by e-mail to yk@marimekko.com or by mail to Marimekko Company, Authorized Affairs, P.O. Field 107, 00811 Helsinki, Finland by 29 March 2021 on the newest.

Such questions by shareholders, responses to the questions by the corporate in addition to any counterproposals apart from these eligible to be voted on can be obtainable on the corporate’s web site at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/ on 1 April 2021 on the newest. In reference to asking questions and submitting counterproposals, shareholders are required to supply sufficient proof of their shareholding.

Modifications in shareholding after the file date for the AGM don’t have an effect on the correct to take part within the AGM or the variety of votes held by the shareholder.

On the date of this discover, 1 March 2021, the full variety of shares in Marimekko Company is 8,129,834 and the full variety of votes is 8,129,834. On the date of this discover, the corporate holds 20,000 of its personal shares, which don’t entitle to voting on the AGM.

Helsinki, 1 March 2021

MARIMEKKO CORPORATION
Board of Administrators

DISTRIBUTION
Nasdaq Helsinki Ltd
Key media

Marimekko is a Finnish life-style design firm famend for its authentic prints and colours. The corporate’s product portfolio consists of high-quality clothes, baggage and equipment in addition to residence décor gadgets starting from textiles to tableware. When Marimekko was based in 1951, its unparalleled printed materials gave it a powerful and distinctive id. Marimekko merchandise are bought in about 40 nations. In 2020, model gross sales of the merchandise worldwide amounted to EUR 285 million and the corporate’s web gross sales had been EUR 124 million. Roughly 150 Marimekko shops serve clients across the globe. The important thing markets are Northern Europe, the Asia-Pacific area and North America. The Group employs about 420 individuals. The corporate’s share is quoted on Nasdaq Helsinki Ltd. www.marimekko.com



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