Marimekko - Notice to general meeting

NOTICE OF MARIMEKKO CORPORATION’S ANNUAL GENERAL MEETING

Marimekko Corporation, Stock Exchange Release, 26 February 2015 at 10 AM

NOTICE OF MARIMEKKO CORPORATION'S ANNUAL GENERAL MEETING

Marimekko Corporation's shareholders are invited to attend the Annual General
Meeting to be held on Thursday, 9 April 2015, at Marimekko Corporation's head
office from 2 p.m. onwards. 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 1 p.m. 

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 Auditor's Report for 2014 

Review by the President and 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 proposes to the Annual General Meeting that a dividend
of EUR 0.35 per share be paid for the year 2014. The dividend will be paid to
shareholders who are registered on the dividend payout record date of 13 April
2015 in the company's Shareholder Register held by Euroclear Finland Ltd. The
Board of Directors proposes 20 April 2015 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 the Board of Directors

Shareholders representing in total about 27% of all of the company's shares and
votes have informed the company that they propose to the Annual General Meeting
that the fees payable to the members and the Chairman of the Board would be
increased as follows: an annual remuneration of EUR 40,000 would be paid to the
Chairman (2014: EUR 30,000), EUR 30,000 to the Vice Chairman (2014: same as a
Board member's, i.e., EUR 20,000; however, no remuneration was paid for Board
membership to the President and CEO having acted as the Vice Chairman of the
Board) and EUR 22,000 to the other Board members (2014: EUR 20,000). 

The same shareholders also propose that persons who have a full-time employment
or service relationship with the company receive no remuneration for their
board membership or chairmanship. Thus, if Mika Ihamuotila is elected member or
Chairman of the Board of Directors, as proposed in section 12 of this notice,
he will not be paid the above-mentioned annual remuneration. 

In addition it is proposed that no separate remuneration be paid for the
committee work to the persons elected to any committee. In the remuneration
proposed to the Vice Chairman of the Board the possible acting also as the
Chairman of the Audit and Remuneration Committee has been taken into account. 

Approximately 40% of the annual remuneration 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 2015 or if this
would not be possible taken into account the insider rules, as soon as possible
thereafter. 

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

Shareholders who represent approximately 18% of all of Marimekko Corporation's
shares and votes and who are independent of the company's management have
informed the company that they propose to the Annual General Meeting that six
members be elected to the Board of Directors. 

12. Election of the members of the Board of Directors

The above-mentioned shareholders who represent approximately 18% of all of
Marimekko Corporation's shares and votes and who are independent of the
company's management have informed the company that they propose to the Annual
General Meeting that Elina Björklund, Arthur Engel, Mika Ihamuotila, Joakim
Karske and Catharina Stackelberg-Hammarén be re-elected to the Board of
Directors until the close of the next Annual General Meeting. 

The same shareholders further propose that Mikko-Heikki Inkeroinen be elected
as a new member of the Board. 

The same shareholders also propose that the Board of Directors 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 Joakim Karske and Catharina
Stackelberg-Hammarén as members of the Audit and remuneration Committee. 

All proposed persons have given their consent to the election. Biographical
details of the new proposed Board member Mikko-Heikki Inkeroinen are available
on the company's website at http://company.marimekko.com under Investors/Annual
General Meeting. 

13. Resolution on the remuneration of the Auditor

The Board of Directors proposes to the Annual General Meeting that the Auditor
be remunerated in accordance with an invoice presented. 

14. Election of the Auditor

The Board of Directors proposes to the Annual General Meeting that
PricewaterhouseCoopers Oy, Authorised Public Accountants, continue as the
company's auditor. 

15. 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 http://company.marimekko.com
under Investors/Annual General Meeting. Marimekko Corporation's financial
statements, the Report of the Board of Directors and the Auditor's report, will
be available on the company's website under Investors/Annual General Meeting on
18 March 2015 at the latest. The Board proposals and the other above-mentioned
documents will also be available at the Annual General Meeting. Copies of these
documents and of this notice will be sent to shareholders upon request. The
minutes of the Annual General Meeting can be viewed on the company's website as
of 23 April 2015 at the latest. 

C. Instructions for the participants

1. The right to participate and registration

Each shareholder who on the record date of the Annual General Meeting, 26 March
2015, is registered in the company's Shareholder Register held by Euroclear
Finland Ltd has the right to participate in 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. 

A shareholder who is registered in the company's Shareholder Register and who
wants to participate in the Annual General Meeting should register for the
meeting no later than Thursday 2 April 2015 at 4 p.m. by giving a prior notice
of participation 

  -- by filling in the registration form on the company's website
     http://company.marimekko.com under Investors/Annual General Meeting
  -- by email to yk@marimekko.com
  -- by telephone on +358 20 770 6893.

When registering, a shareholder shall state his/her name, personal
identification number / business identity code, address, telephone number and
the name of a possible proxy representative or assistant and the personal
identification number of the proxy representative. The personal data given by
shareholders to Marimekko Corporation is used only in connection with theAnnual General Meeting and the necessary processing of related registrations. 

The shareholder, his/her authorised representative or proxy representative
should, when necessary, be able to prove his/her identity and/or right of
representation. 

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. A proxy
representative must present a dated power of attorney or other reliable proof
of their authority to represent the shareholder. 

A shareholder may participate in the Annual General Meeting by means of several
proxy representatives, who represent the shareholder with shares held on
different book-entry accounts. In such case, the shares represented by each
proxy representative shall be identified when registering for the Annual
General Meeting. 

Possible proxy documents should be sent in originals to Marimekko Corporation,
Share Register, P.O. Box 107, 00811 Helsinki, Finland, before the end of
registration period. 

3. Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the
Annual General Meeting with those shares under which the holder would be
entitled to be registered in the company's Shareholder Register held by
Euroclear Finland Ltd on the Annual General Meeting's record date of 26 March
2015. Additionally, participation requires that the holder of
nominee-registered shares is temporarily registered in the company's
Shareholder Register held by Euroclear Finland Ltd at the latest by 10 a.m. on
2 April 2015. Temporary registration in the Shareholder Register shall be
deemed to be a registration for the Annual General Meeting. Holders of
nominee-registered shares are advised to request the necessary instructions
regarding the temporary registration in the Shareholder Register, the issuing
of proxy documents and registration for the General Meeting from their
custodian bank well in advance. The account management organisation of the
custodian bank will register a holder of nominee-registered shares, who wants
to participate in the Annual General Meeting, to be temporarily entered into
the company's Shareholder Register by the above-mentioned time. 

4. Other instructions and information

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. 


On the date of this notice, 26 February 2015, the total number of shares in
Marimekko Corporation is 8,089,610 and the total number of votes is 8,089,610. 

Helsinki, 26 February 2015

MARIMEKKO CORPORATION
Board of Directors

DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Key media

Marimekko is a Finnish design company renowned for its original prints and
colours. 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 2014, brand sales of the products worldwide amounted to EUR 187 million and
the company's net sales were EUR 94 million. More than 140 Marimekko stores
serve customers around the globe. The key markets are Northern Europe, North
America and the Asia-Pacific region. The Group employs about 500 people. The
company's share is quoted on NASDAQ OMX Helsinki Ltd. www.marimekko.com

Attachments:

Notice of AGM_2015.pdf