Ad hoc-Mitteilungen

Notice of Marimekko Corporation's Annual General Meeting

Marimekko Corporation, Stock Exchange Release, 1 March 2021 at 3.30 p.m.

Notice of Marimekko Corporation's Annual General Meeting

The Annual General Meeting of Marimekko Corporation will be held on Wednesday, 14 April 2021 at 2.00 p.m. (EEST). The meeting will be organized at the headquarters of Marimekko at Puusepänkatu 4, 00880 Helsinki, Finland by virtue of extraordinary meeting procedures without shareholders’ or their proxy representatives’ presence.

The company’s Board of Directors has resolved on the extraordinary meeting procedures pursuant to the temporary legislative act (677/2020) which entered into force on 3 October 2020. To reduce the spread of the coronavirus, the company has decided to implement measures enabled by the temporary legislative act in order for the AGM to be convened in a foreseeable manner taking into consideration the health and safety of the shareholders, the company’s employees and other stakeholders.

The shareholders of the company and their proxy representatives can only participate in the AGM and exercise the shareholder’s rights by voting in advance as well as by submitting counterproposals and asking questions in advance in accordance with the instructions set out in this notice and other instructions provided by the company. It is not possible to attend the meeting in person. The AGM can be followed on the company's website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/. The webcast will be held only if it can be arranged in compliance with all rules and restrictions imposed by the authorities due to the coronavirus pandemic. Shareholders following the meeting in this manner are not considered participants in the AGM. Accordingly, they will not have the possibility to address the meeting or participate in any vote or ask questions pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, among other things, during the meeting. The participants in the AGM and results of voting will be determined solely based on the results of the advance voting. Shareholders do not therefore have the possibility to exercise their votes whilst following the meeting, as votes need to be provided in advance. Instructions for shareholders are provided in section C of this notice, “Instructions for the participants in the Annual General Meeting”.

The Chairman of the Board of Directors and the President and CEO will attend the AGM. The other management of the company will not attend the meeting.

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting

2. Calling the meeting to order

Attorney-at-law Riikka Rannikko shall act as the chairman of the meeting. If, for weighty reasons, Riikka Rannikko will not be able to act as chairman, the Board of Directors shall appoint the person it deems best suited to act as the chairman.

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

The company’s General Counsel, Tiina Lencioni, shall scrutinize the minutes and supervise the counting of the votes. If Tiina Lencioni, for weighty reasons, will not be able to scrutinize the minutes and supervise the counting of the votes, the Board of Directors shall appoint the person it deems best suited to scrutinize the minutes and 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

Shareholders who have voted in advance and who have the right to attend the AGM pursuant to Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have attended the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.

6. Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for 2020

Review by the President and CEO.

As shareholders can only participate in the AGM by voting in advance, the company’s annual report, which includes the financial statements, the report of the Board of Directors and the auditor’s report and which will be available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/ on 23 March 2021 at the latest, will be deemed to have been presented to the AGM.

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 proposes to the AGM that the General Meeting authorize the Board to decide on the payment of a maximum dividend of EUR 1.00 per share in one or several instalments at a later stage when the company can make a more reliable estimate of the impacts of the coronavirus pandemic on the company’s business. The authorization would be 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.

As the Board of Directors proposes an authorization to the Board to decide on a dividend payment (and therefore the proposal for the dividend to be distributed based on the resolution of the AGM is less than the minimum amount of minority dividend pursuant to Chapter 13, Section 7 of the Finnish Limited Liability Companies Act), shareholders have the right to demand a minority dividend pursuant to Chapter 13, Section 7 of the Finnish Limited Liability Companies Act. The minority dividend must be distributed, if a demand to this effect is made by shareholders who have at least one tenth of all shares. The amount of minority dividend is EUR 4,359,035.56, i.e. EUR 0.54 per share. A shareholder demanding a minority dividend may vote for the minority dividend in advance voting, and no separate demand or counterproposal is required.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO of the company from liability for the financial year 1 January–31 December 2020

10. Adoption of the remuneration report for governing bodies

The remuneration report for the year 2020 prepared in accordance with the remuneration policy adopted on 8 April 2020 by the company’s AGM will be presented for the first time at the AGM of 2021. The remuneration report will be published by way of a stock exchange release and will be available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/ on 23 March 2021 at the latest. As shareholders can only participate in the AGM by voting in advance, the remuneration report for governing bodies for the year 2020 will be deemed to have been presented to the AGM.

The Board of Directors proposes that the AGM adopt the company’s remuneration report for governing bodies as an advisory resolution.

11. Resolution on the remuneration of the members of the Board of Directors

Shareholders representing in total approximately 26% of all the shares and votes of Marimekko Corporation have proposed to the AGM, on the basis of the proposal of the Audit and Remuneration Committee consisting of members independent of the company and its significant shareholders, that the fees payable to the members and the Chairman of the Board would remain unchanged from 2020, i.e. an annual remuneration of EUR 48,000 would be paid to the Chairman, EUR 35,000 to the Vice Chairman and EUR 26,000 to the other Board members. In addition, it is proposed that a separate remuneration 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 for committee work would remain unchanged from 2020.

The above-mentioned shareholders have also proposed, based on the proposal of the Audit and Remuneration Committee, that approximately 40% of the annual remuneration of the members of the Board of Directors would be paid in Marimekko Corporation’s shares acquired from the market and the rest in cash. The shares would be acquired directly on behalf of the Board members within two weeks from the release of the interim report for 1 January–31 March 2021 or if this would not be possible due to insider rules, as soon as possible thereafter. The annual remuneration would be paid entirely in cash, if a Board member on the date of the AGM, 14 April 2021, holds the company´s shares worth more than EUR 1,000,000.

If Mika Ihamuotila is elected a member and Chairman of the Board of Directors as proposed in the section 13 of this notice, he will, in addition to the aforementioned annual remuneration, be paid a monthly fee of EUR 4,400 for half-time duty pursuant to a separate executive service agreement. The monthly fee would remain unchanged from 2020. The Audit and Remuneration Committee separately evaluates the terms of the service agreement.

12. Resolution on the number of members of the Board of Directors

Shareholders representing in total approximately 26% of all the shares and votes of Marimekko Corporation have proposed to the AGM that seven (7) members be elected to the Board of Directors.

13. Election of the members of the Board of Directors

Shareholders representing in total approximately 26% of all the shares and votes of Marimekko Corporation have proposed to the AGM that Elina Björklund, Mika Ihamuotila, Mikko-Heikki Inkeroinen and Catharina Stackelberg-Hammarén be re-elected to the Board of Directors until the close of the next AGM. Of the current members of the Board, Arthur Engel and Helle Priess have informed the company that they are not available for re-election.

The same shareholders have proposed that Carol Chen, Jussi Siitonen and Tomoki Takebayashi be elected as new members of the Board of Directors. All of them are independent of the company and its significant shareholders according to the evaluation of the above-mentioned shareholders.

The proposed Board members have informed the Company that, if they are elected, they intend to elect Mika Ihamuotila as Chairman of the Board and Elina Björklund as Vice Chairman of the Board as well as Elina Björklund as Chairman and Mikko-Heikki Inkeroinen, Catharina Stackelberg-Hammarén and Jussi Siitonen as members of the Audit and Remuneration Committee.

All proposed persons have given their consent to the election. Biographical details of the proposed new members of the Board of Directors are available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/.

14. Resolution on the remuneration of the auditor

In accordance with the recommendation of the Audit and Remuneration Committee, the Board of Directors proposes to the AGM that the auditor´s remuneration be paid as per invoice approved by the company.

15. Election of the auditor

In accordance with the recommendation of the Audit and Remuneration Committee, the Board of Directors proposes to the AGM that KPMG Oy Ab, Authorized Public Accountants, be re-elected as the company´s auditor. KPMG Oy Ab has informed the company that it will appoint Virpi Halonen, Authorized Public Accountant, as the auditor with principal responsibility for a term expiring at the end of the AGM in 2022.

16. Authorization of the Board of Directors to decide on the acquisition of the company’s own shares

The Board of Directors proposes that the Board be authorized by the AGM 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 authorization is proposed to include the right of the Board of Directors to decide on all of the other terms and conditions of the acquisition of the shares. The authorization is proposed to be valid for eighteen (18) months from the decision of the AGM and to supersede the authorization granted by the 2020 AGM.

17. Authorization of the Board of Directors to decide on the issuance of new shares and transfer of the company’s own shares

The Board of Directors proposes that the Board be authorized by the AGM 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 the company´s own) 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 rights 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 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 authorization is proposed to include the right of the Board of Directors to decide on all of the other terms and conditions of the share issue. The authorization is proposed to remain in force for a period of eighteen (18) months from the resolution of the AGM and to supersede the authorization granted by the 2020 AGM.

18. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda of the AGM as well as this notice are available on Marimekko Corporation’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/. The company’s financial statements, the report of the Board of Directors, the auditor’s report, the remuneration report as well as the remuneration policy adopted by the AGM in 2020 will be available on the company’s website on 23 March 2021 at the latest. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the AGM can be viewed on the company’s website as of 28 April 2021 at the latest.

C. Instructions for the participants in the Annual General Meeting

In order to limit the spread of the coronavirus, the AGM will be organized without the shareholders’ or their proxy representatives’ presence at the meeting venue. Shareholders and proxy representatives can participate in the AGM and use their rights only by voting in advance, by submitting counterproposals in advance and by asking questions in advance in accordance with the instructions described below and other instructions provided by the company. Shareholders can follow the AGM via a live webcast. Shareholders following the meeting via the webcast are not considered participants in the AGM. Accordingly, they will not have the possibility to address the meeting or participate in any vote, among other things, during the AGM. Further information and instructions on following the webcast are available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/.

1. Shareholders registered in the shareholders’ register

Each shareholder who on the record date for the AGM, 31 March 2021, is registered in the shareholders’ register of the company, held by Euroclear Finland Oy, has the right to participate in the AGM. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders’ register of the company. Shareholders may only participate in the AGM by voting in advance or by way of proxy representation and by submitting counterproposals and asking questions in advance in accordance with the instructions below.

2. Registration and voting in advance

The registration for the AGM and advance voting will begin on Friday 5 March 2021 at 9.00 a.m. (EET) when the deadline for submitting counterproposals has passed. A shareholder who is registered in the shareholders’ register of the company and wishes to participate in the AGM by voting in advance shall register for the meeting and vote in advance by Wednesday 7 April 2021 at 4.00 p.m. (EEST), by which time the registration and votes must have been received. Registration for the AGM without submitting advance votes will not be considered as participation in the AGM.

A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can register and vote in advance on certain matters on the agenda of the AGM from 5 March 2021 at 9.00 a.m. (EET) until 7 April 2021 at 4.00 p.m. (EEST) by the following means:

a) Through the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/

For natural persons, the electronic advance voting requires secured strong authentication; shareholders can register and vote by logging in with their Finnish online banking codes or a mobile certificate. Of shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must provide their book-entry account number and other required information. The terms and other instructions concerning the electronic voting are available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/.

b) Through mail or email

Shareholders can submit the advance voting form available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/ on 5 March 2021 at the latest or corresponding information to Euroclear Finland Oy by mail to Euroclear Finland Oy, Yhtiökokous/Marimekko Oyj, PL 1110, 00101 Helsinki, Finland or by email to yhtiokokous@euroclear.eu.

If a shareholder participates in the AGM by submitting the advance votes to Euroclear Finland Oy by mail or email, submitting the votes prior to the end of the registration and advance voting period is considered as registration for the AGM if all required information is given and the information received prior to the end of the advance voting period.

Voting instructions will be available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/ on 5 March 2021 at the latest. Additional information is also available during the registration period by phone on +358 20 770 6893 on weekdays from 9.00 a.m. to 4.00 p.m.

In connection with the registration, a shareholder shall provide the requested information, such as their name, personal/business ID, email address, telephone number, as well as the name and personal ID of a possible proxy representative or legal representative. The personal data given by the shareholders to Marimekko Corporation or Euroclear Finland Oy is used only in connection with the AGM and the processing of necessary related registrations. For further information on how Marimekko processes personal data, please review Marimekko Corporation’s privacy notice regarding the AGM, which is available at the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/, or contact the company by email at yk@marimekko.com. Shareholders are requested to note that personal information provided in connection with registration and advance voting by email is possibly sent through an unsecure connection on the shareholder’s own responsibility.

3. Proxy representative and powers of attorney

A shareholder may participate in the AGM and exercise their rights at the meeting by way of proxy representation. The proxy representative of a shareholder may also only participate in the meeting by voting in advance in the manner described above. Shareholders who do not vote themselves in advance are requested, due to the coronavirus pandemic, to exercise the shareholder’s rights through centralized proxy representation designated by the company by authorizing attorney-at-law Anniina Järvinen from Hannes Snellman Attorneys Ltd, or a person appointed by her, to represent them at the AGM in accordance with the shareholder's voting instructions. Authorizing the designated proxy representative will not incur any costs for the shareholder, excluding possible postal fees for proxy documents. Further information on the designated proxy representative is available on the following website: https://www.hannessnellman.com/people/all/anniina-jaervinen/.

Shareholders may also participate in the AGM and exercise their rights at the meeting through another proxy representative. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the AGM. Should a shareholder participate in the AGM by means of several proxy representatives representing the shareholder with shares on different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.

Proxy and voting instruction templates will be available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/ on 5 March 2021 at the latest. Any proxy documents, including the advance voting form, should be sent by mail to Euroclear Finland Oy, Yhtiökokous/Marimekko Oyj, PL 1110, 00101 Helsinki, Finland or by email to yhtiokokous@euroclear.eu prior to the end of the advance voting period on 7 April 2021 at 4.00 p.m. (EEST), by which time the documents must have been received.

Proxy representatives must register and vote in advance on behalf of the shareholder, and they can submit counterproposals and ask questions in the manner described in this notice. Delivery of proxy documents and advance votes by the due date for the registration and advance voting is considered as registration for the AGM, provided that the above-mentioned information required for the registration is included in the documents.

4. Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the AGM by virtue of those shares based on which the holder on the record date for the AGM, 31 March 2021, would be entitled to be registered in the shareholders’ register of the company, held by Euroclear Finland Oy. In addition, participation in the AGM requires that the shareholder on the basis of such shares has been temporarily registered in the shareholders’ register held by Euroclear Finland Oy by 9 April 2021 at 10.00 a.m. (EEST) at the latest. As regards nominee-registered shares, this constitutes due registration for the AGM.

A holder of nominee-registered shares is advised to well in advance request the necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the AGM from their custodian bank. The account manager of the custodian bank has to register a holder of nominee-registered shares who wishes to participate in the AGM to be temporarily entered into the shareholders’ register of the company by the time stated above. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holder of nominee-registered shares within the registration period for nominee-registered shares.

5. Other instructions and information

Shareholders who hold at least one hundredth (1/100) of all shares in the company are entitled to make counterproposals, subject to voting, to the agenda points of the AGM. Such counterproposals shall be submitted to the company by email to yk@marimekko.com or by mail to Marimekko Corporation, Legal Affairs, P.O. Box 107, 00811 Helsinki, Finland no later than 4 March 2021 at 4.00 p.m. (EET), by which time the counterproposals must have been received by the company.

In connection with submitting a counterproposal, shareholders are required to provide adequate evidence of their shareholding. A counterproposal is eligible to be voted on at the AGM if the shareholders who have made the counterproposal have the right to attend the AGM and, on the record date for the AGM, 31 March 2021, represent at least one hundredth (1/100) of all shares in the company. If a counterproposal is not eligible to be voted on at the AGM, the votes given in favor of such counterproposal will not be taken into account. Any counterproposals that are eligible to be voted on will be published on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/ on 5 March 2021 at the latest.

A shareholder has the right to ask questions with respect to the matters to be considered at the AGM pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Such questions should be sent by email to yk@marimekko.com or by mail to Marimekko Corporation, Legal Affairs, P.O. Box 107, 00811 Helsinki, Finland by 29 March 2021 at the latest.

Such questions by shareholders, responses to the questions by the company as well as any counterproposals other than those eligible to be voted on will be available on the company’s website at https://company.marimekko.com/en/investors/management/general-meeting/annual-general-meeting-2021/ on 1 April 2021 at the latest. In connection with asking questions and submitting counterproposals, shareholders are required to provide adequate evidence of their shareholding.

Changes in shareholding after the record date for the AGM do not affect the right to participate in the AGM or the number of votes held by the shareholder.

On the date of this notice, 1 March 2021, the total number of shares in Marimekko Corporation is 8,129,834 and the total number of votes is 8,129,834. On the date of this notice, the company holds 20,000 of its own shares, which do not entitle to voting at the AGM.

Helsinki, 1 March 2021

MARIMEKKO CORPORATION
Board of Directors

DISTRIBUTION
Nasdaq Helsinki Ltd
Key media

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 2020, brand sales of the products worldwide amounted to EUR 285 million and the company's net sales were EUR 124 million. Roughly 150 Marimekko stores serve customers around the globe. The key markets are Northern Europe, the Asia-Pacific region and North America. The Group employs about 420 people. The company’s share is quoted on Nasdaq Helsinki Ltd. www.marimekko.com

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