Resolutions of Marimekko Corporation’s Annual General Meeting and the Board of Directors’ constitutive meeting

Marimekko Corporation, Stock Exchange Release 15 April 2025 at 3.30 p.m. EEST

Resolutions of Marimekko Corporation’s Annual General Meeting and the Board of Directors’ constitutive meeting

At Marimekko Corporation’s Annual General Meeting (the AGM), 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 2024 were adopted.

Payment of dividend

The AGM approved the Board of Directors’ proposal to distribute a regular dividend of EUR 0.40 and an extraordinary dividend of 0.25 per share be paid for the financial year 2024.The dividend will be paid on 28 April 2025 to shareholders who are registered on the dividend payout record date of 17 April 2025 in the company’s shareholder register held by Euroclear Finland Ltd on behalf of the Board of Directors of the company.

Discharge from liability

The members of the Board of Directors and the President and CEO of the company were discharged from liability for the financial year 1 January–31 December 2024.

Adoption of the remuneration report for governing bodies

The AGM adopted the remuneration report for governing bodies as an advisory resolution.

Remuneration of the members of the Board of Directors           

The AGM resolved that the annual remuneration payable to the members of the Board be as follows: EUR 55,000 to the Chair, EUR 40,000 to the Vice Chair and EUR 30,000 to the other Board members. Board members who reside outside Finland receive EUR 1,000 per Board meeting where they are physically present. It was further resolved that a separate remuneration be paid for committee work to persons elected to a committee as follows: EUR 2,000 per meeting to the Chair and EUR 1,000 per meeting to members. The fees were unchanged from 2024. Mika Ihamuotila will not receive the separate remuneration for committee work.

In accordance with the resolution by the AGM, approximately 40 percent 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 2025 or at the first time as possible under applicable legislation. The annual remuneration will be paid entirely in cash, if a Board member on the date of the AGM, 15 April 2025, 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 consists of six members. Massimiliano Brunazzo, Carol Chen, Mika Ihamuotila, Teemu Kangas-Kärki, Tomoki Takebayashi and Marianne Vikkula were re-elected to the Board. The Board’s term of office ends at the conclusion of the next AGM.

Election and remuneration of the auditor and the authorized sustainability auditor

It was resolved to re-elect KPMG Oy Ab, Authorized Public Accountants, as the company’s auditor and sustainability reporting assurance provider. Heli Tuuri, Authorized Public Accountant and ASA, will act as the Auditor and the Authorized Sustainability Auditor with principal responsibility. It was also resolved that the auditor’s and sustainability reporting assurance provider’s fees will be paid as per invoice approved by the company.

Amendment of the Articles of Association

The AGM resolved to amend Marimekko’s Articles of Association. New Article 8 concerning the appointment of a sustainability assurance provider was added to the Articles of Association and the numbering of the subsequent articles was updated accordingly. Additionally, Article 10 (renumbered as Article 11 following the update to the article numbering) was supplemented so that the Annual General Meeting shall elect a sustainability reporting assurance provider in accordance with the Finnish Companies Act and resolve upon their remuneration.

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 150,000 of the company’s own shares in one or more instalments. The number of shares represents approximately 0.4 percent of the total number of the company’s shares. 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 system, 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 15 October 2026 and supersedes the authorization granted by the AGM 2024.

Authorization of the Board of Directors to decide on the 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 200,000 new or the company’s own shares, which represents approximately 0.5 percent of the total number of the company’s shares. 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 system, personnel share issue, 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 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 15 October 2026 and supersedes the authorization granted by the AGM 2024.

B. RESOLUTIONS OF THE BOARD OF DIRECTORS’ CONSTITUTIVE MEETING

From among its members, the Board of Directors elected Mika Ihamuotila as Chair of the Board and Teemu Kangas-Kärki as Vice Chair of the Board. The Board also elected Teemu Kangas-Kärki as Chair and Mika Ihamuotila and Marianne Vikkula as members of the Audit and Remuneration Committee. The majority of the Committee are independent of the company and its significant shareholders. Mika Ihamuotila is not independent of the company nor its significant shareholders due to his indirect shareholding through PowerBank Ventures Ltd, equaling 12.5 percent of the shares and votes in the company.

C. MINUTES OF THE ANNUAL GENERAL MEETING

The minutes of the AGM can be viewed on the company’s website at company.marimekko.com under Investors/Management/General Meeting as of 29 April 2025 at the latest.





MARIMEKKO CORPORATION

Corporate Communications



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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. In 2024, the company's net sales totaled EUR 183 million and comparable operating profit margin was 17.5 percent. Globally, there are roughly 170 Marimekko stores, and online store serves customers in 39 countries. The key markets are Northern Europe, the Asia-Pacific region and North America. The Group employs about 480 people. The company’s share is quoted on Nasdaq Helsinki Ltd.