Marimekko Oyj : RESOLUTIONS OF MARIMEKKO CORPORATION’S ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS’ CONSTITUTIVE MEETING

Marimekko Corporation, Stock Exchange Release, 8 April 2020 at 4.00 p.m.

RESOLUTIONS OF MARIMEKKO CORPORATION’S ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS’ CONSTITUTIVE MEETING

At Marimekko Corporation’s Annual General Meeting, 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 2019 were adopted.

Payment of dividend

In accordance with a proposal by the Board of Directors, the AGM authorized the Board to decide on the payment of a maximum dividend of EUR 0.90 per share in one or several instalments at a later stage. The authorization is valid until the next AGM. The company will publish the possible decision on dividend payment separately and, at the same time, confirm the pertinent record and payment dates.

Discharge from liability

The members of the Board of Directors and the President and CEO of the company were discharged from liability for the 2019 financial year.

Adoption of the remuneration policy for governing bodies

The AGM adopted the remuneration policy for governing bodies.

Remuneration of the members of the Board of Directors

The annual remuneration payable to the members of the Board was approved as follows: EUR 48,000 to the Chairman, EUR 35,000 to the Vice Chairman and EUR 26,000 to the other Board members. In addition, a separate remuneration will be paid for committee work to persons elected to a committee as follows: EUR 2,000 per meeting to Chairman and EUR 1,000 per meeting to members. The fees payable to the members of the Board are unchanged from 2019.

In accordance with the resolution by the AGM, approximately 40% 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 2020 or if this is not possible due to insider rules, as soon as possible thereafter. The annual remuneration will be paid entirely in cash, if a Board member on the date of the AGM, 8 April 2020, holds the company´s shares worth more than EUR 1,000,000.

Board of Directors

The AGM resolved that the company’s Board of Directors consist of seven members. Rebekka Bay, Elina Björklund, Arthur Engel, Mika Ihamuotila, Mikko-Heikki Inkeroinen, Helle Priess and Catharina Stackelberg-Hammarén were re-elected as members of the Board of Directors. Their term of office ends at the conclusion of the next AGM.

Election and remuneration of the auditor

It was decided to re-elect KPMG Oy Ab, Authorized Public Accountants, as the company’s auditor, with Virpi Halonen, Authorized Public Accountant, as the auditor with principal responsibility. It was also resolved that the auditor’s fee will be paid as per invoice approved by the company.

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 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 Board of Directors is authorized to decide on all of the other terms and conditions of the acquisition of the shares. The authorization is valid until 8 October 2021.

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 120,000 new or treasury 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 Board of Directors is authorized to decide on all of the other terms and conditions of the share issue. The authorization is valid until 8 October 2021.

B. RESOLUTIONS OF THE BOARD OF DIRECTORS’ CONSTITUTIVE MEETING

From among its members, the Board of Directors elected Mika Ihamuotila as Chairman of the Board and Elina Björklund as Vice Chairman of the Board. The Board also elected Elina Björklund as Chairman and Mikko-Heikki Inkeroinen and Catharina Stackelberg-Hammarén as members of the Audit and Remuneration Committee. All members of the committee are independent of the company and its major shareholders.

C. MINUTES OF THE ANNUAL GENERAL MEETING

The minutes of the Annual General Meeting can be viewed on the company’s website at company.marimekko.com under Investors/Management/General Meeting as of 22 April 2020 at the latest.


MARIMEKKO CORPORATION
Corporate Communications


Anna Tuominen
Tel. [phone]
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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

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