Marimekko Oyj — Share Issue/Capital Change 2012

Aug 14, 2012

MARIMEKKO CORPORATION – TERMS AND CONDITIONS OF SHARE ISSUE DIRECTED TO THE PERSONNEL

Share Issue Authorization Granted by the General Meeting of Shareholders

The Annual General Meeting of Shareholders of Marimekko Corporation ("the Company") held on 17 April 2012 has authorized the Board of Directors to decide on a share issue directed to the Company's personnel in one or several instalments, against consideration. The total number of new shares to be issued in the share issue pursuant to the authorization may not exceed 150,000 shares, which represents approximately 1.9 per cent of the total number of the Company's shares. The authorization includes the right to decide on all of the other terms and conditions of the share issue. The authorization shall remain in force for a period of two (2) years from the decision of the General Meeting of Shareholders.

Board of Directors' Decision on Share Issue

Based on the authorization given by the Annual General Meeting of Shareholders, the Board of Directors of the Company has on 25 April 2012 and on 13 August 2012 decided on a share issue in which the Company shall offer, in deviation from the shareholders' preemptive subscription rights, a maximum total of 150,000 new shares in the Company for subscription to the personnel of the Company and to designers employed by the Company on a freelance basis in Finland, in accordance with these terms and conditions ("the Share Issue"). The purpose of the Share Issue is to encourage the personnel and designers to acquire and own Company's shares. The Board of Directors sees that the directed Share Issue is in the best interests of the Company and that there is a weighty financial reason for the Company for the deviation from the shareholders' pre-emptive subscription rights.

Subscription Right

A maximum total of 150,000 new shares shall be offered for subscription in the Share Issue. The Company's personnel and designers employed by the Company on a freelance basis shall have subscription rights in the Share Issue, to the extent decided by the Board of Directors. The subscription rights shall not be registered on book-entry accounts, and they shall not be transferrable to third parties. Each person entitled to subscription shall be allowed to make only one subscription in the Share Issue.

The minimum subscription is 20 shares.

The Board of Directors shall decide about the subscription rights for any shares that were not subscribed in the Share Issue.

Subscription Period

The subscription period for new shares shall begin on 17 September 2012 and end on 28 September 2012. The subscription shall be made during the subscription period

Electronic subscription may be made by persons who have personal bank access codes issued by Nordea Bank, OP-Pohjola Group, Handelsbanken, POP Bank Group, Bank of Åland, Tapiola Bank, Sampo Bank or S-Bank.

Subscription Price

The share subscription price shall be based on the trade volume weighted average share price of the Company's share on NASDAQ OMX Helsinki Ltd between 2 July 2012 and 31 July 2012 and on two different discounts calculated from such price. The discount for the subscription of the first 50 shares is 50 % from the prevailing share price during the aforementioned period. For shares subscribed after the first 50 shares, the discount shall be 10 % from the prevailing share price during the aforementioned period.

The subscription price for the first 50 shares to be subscribed shall be EUR 6.50 per share. The subscription price for the shares subscribed after the first 50 shares shall be EUR 11.70 per share. The subscription price shall be credited to the reserve for the Company's unrestricted equity.

Approval and Payment of Subscriptions

The Board of Directors shall decide on the approval of and amount of the subscriptions after the close of the Subscription Period. Subscribers shall be informed of the approval of subscriptions in writing. The notice shall be sent by e-mail if the e-mail address is stated in the subscription form.

The Board of Directors may approve a subscription as such, reduce the size of the subscription or reject the subscription outright. The Board of Directors intends to approve the subscriptions so that instead of big individual subscriptions, small subscriptions shall primarily be favoured.

Approved subscriptions must be paid no later than 26 October 2012 in accordance with the instructions provided together with the notice of approval. The Board of Directors shall have the right to reject any subscription made, partly or in its entirety, and to reallocate the subscribed shares, unless the subscription has been paid in accordance with these terms and conditions and with the given instructions.

Transfer Restriction

A subscriber shall have no right to transfer or pledge the right to the shares subscribed with 50 % discount to any third party prior to 31 December 2013.

The Company shall have the right to apply for a transfer restriction preventing the transfer on a subscriber's book-entry account, without the consent of the subscriber.

Shareholder's Rights

The new shares shall produce a right to dividends and other shareholder's rights when the shares are fully paid and entered into the Trade Register.

The new shares shall produce the same rights as the Company's other shares from the time of their registration onwards. Each new share shall entitle to one vote in the General Meeting of Shareholders of the Company.

Registration of New Shares on Book-Entry Accounts

The new shares subscribed in the Share Issue shall be issued as book-entry units in the book-entry securities system kept by Euroclear Finland Ltd. The new shares shall be registered on the subscriber's personal book-entry account when they are fully paid and entered into the Trade Register. The shares shall be applied for public trading on NASDAQ OMX Helsinki Ltd.

The Company's shares' trading code is MMO1V and ISIN code is FI0009007660.

Governing Law and Settlement of Disputes

This Share Issue shall be governed by Finnish law. Any disputes arising in respect of the Share Issue shall be resolved in a competent court in Finland.

Other Matters

The documents referred to in Chapter 5 Section 21 of the Limited Liability Companies Act shall be available at the Company's headquarters, Puusepänkatu 4, FI-00880 Helsinki.

The Company's Board of Directors shall decide upon other matters related to the issue of the new shares and to the Share Issue and for practical measures arising thereof.