Marimekko - Notice to general meeting

NOTICE OF MARIMEKKO CORPORATION’S ANNUAL GENERAL MEETING

Marimekko Corporation, Stock Exchange Release, 23 February 2016 at 8.35 a.m.

NOTICE OF MARIMEKKO CORPORATION’S ANNUAL GENERAL MEETING

Marimekko Corporation's shareholders are invited to attend the Annual General
Meeting to be held on Monday, 11 April 2016, 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 2015 

Review by the President

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 2015. The dividend will be paid to
shareholders who are registered on the dividend payout record date of 13 April
2016 in the company’s Shareholder Register held by Euroclear Finland Ltd. The
Board of Directors proposes 20 April 2016 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 over 25% of all of the company’s shares and
votes have informed the company that they will propose on the basis of the
proposal of the Audit and Remuneration Committee consisting of members
independent from the company and its shareholders to the Annual General Meeting
that the fees payable to the members and the Chairman of the Board would remain
unchanged from 2015 and be as follows: an annual remuneration of EUR 40,000
would be paid to the Chairman, EUR 30,000 to the Vice Chairman and EUR 22,000
to the other Board members. 

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. 

The above mentioned shareholders propose on the basis of the proposal of the
Audit and Remuneration Committee that approximately 40% of the annual
remuneration would be paid in Marimekko Corporation’s shares acquired from the
market and the rest in cash. The annual remuneration will be paid in cash in
its entirety, if the Board member holds on the date of the Annual General
Meeting, 11 April 2016, company’s shares in worth of more than EUR 500,000. 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 2016 or
if this would not be possible taken into account the insider rules, as soon as
possible thereafter. 

If Mika Ihamuotila is elected to the Board of Directors and to the Chairman of
the Board of Directors as proposed in the Section 12 of this notice, he will
receive additionally to the annual remuneration a monthly compensation of EUR
8,800 on the basis of a separate service agreement due to his full-time
chairmanship from the date of 11 April, 2016. The Audit and remuneration
committee evaluates the conditions of the above mentioned service agreement. 

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

Shareholders who represent over 25% of all of Marimekko Corporation’s shares
and votes have informed the company that they propose to the Annual General
Meeting that six (6) members be elected to the Board of Directors. 

12. Election of the members of the Board of Directors

The above-mentioned shareholders who represent over 25% of all of Marimekko
Corporation’s shares and votes have informed the company that they propose to
the Annual General Meeting that Elina Björklund, Arthur Engel, Mika Ihamuotila,
Mikko-Heikki Inkeroinen, Joakim Karske and Catharina Stackelberg-Hammarén be
re-elected to the Board of Directors until the close of the next Annual General
Meeting. 

The proposed Board members have informed the company that in the event that
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 Joakim Karske and Catharina Stackelberg-Hammarén as members of the
Audit and remuneration Committee. 

All proposed persons have given their consent to the election.

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 company.marimekko.com under
Investors/Management/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/Management/General
Meeting on 21 March 2016 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 25 April 2016 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, 30 March
2016, 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 Wednesday 6 April 2016 at 4 p.m. by giving a prior notice
of participation: 

  -- by filling in the registration form on the company’s website
     company.marimekko.com under Investors/Management/General Meeting, starting
     from 7 March 2016, 9 a.m.
  -- by telephone on +358 20 770 6893 from 7 March 2016 to 6 April 2016, from 9
     a.m. to 4 p.m. (weekdays)
  -- by email to yk@marimekko.com, starting from 7 March 2016, 9 a.m.

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 the
Annual 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 30 March
2016. 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
6 April 2016. 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, 23 February 2016, the total number of shares in
Marimekko Corporation is 8,089,610 and the total number of votes is 8,089,610. 

Helsinki, 22 February 2016

MARIMEKKO CORPORATION
Board of Directors


DISTRIBUTION:
NASDAQ 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 2015, brand sales of the products worldwide amounted to EUR 186 million and
the company's net sales were approximately EUR 96 million. More than 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 500
people. The company’s share is quoted on NASDAQ Helsinki Ltd.
www.marimekko.com.