Resolutions of Marimekko Corporation’s Annual General Meeting and the Board of Directors’ constitutive meeting - Seite 2

Board of Directors

The AGM resolved that the company’s Board of Directors consist of six members. Carol Chen, Mika Ihamuotila, Teemu Kangas-Kärki, Tomoki Takebayashi and Marianne Vikkula were re-elected to the Board and Massimiliano Brunazzo was elected as a new member to the Board of Directors. 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. Heli Tuuri, Authorized Public Accountant, acts as the auditor with principal responsibility. In addition, it was resolved to elect the company's auditor for the assurance of the company's sustainability reporting for the financial year 2024. It was also resolved that the auditor’s fees 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 150,000 of the company’s own shares in one or more instalments. The maximum 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 16 October 2025, and it supersedes the authorization granted by the 2023 AGM.

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 200,000 new or the company’s own shares. The number of shares represents approximately 0.5 percent of the total number of the company’s shares. 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 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 share issue. The authorization is valid until 16 October 2025, and it supersedes the authorization granted by the 2023 AGM.