Articles of Association of Marimekko Corporation

1 The name of the Company is Marimekko Oyj, in English Marimekko Corporation, and the domicile is Helsinki.

2 The field of operations of the Company consists of designing, manufacture and importation as well as domestic and foreign trade of clothes, textiles and interior decoration products. The Company may own and administer real properties and securities.

3 The minimum share capital of the Company is three million (3,000,000) euros and the maximum share capital twelve million (12,000,000) euros within which limits the share capital may be increased or decreased without amending the Articles of Association.

4 The minimum number of shares is 5,000,000 and the maximum number is 20,000,000 shares.

5 The Company’s shares are registered in the book-entry securities system.

The right to receive funds distributed by the Company and the right to subscribe to shares under an increase of share capital shall belong only to a person:

1) who is registered as a shareholder in the shareholder register on the record date;

2) whose right to receive payment is, on the record date, registered in a book-entry account of a shareholder registered in the shareholder register, and recorded in the shareholder register; or

3) in case of nominee registered shares, the person in whose book-entry account the shares are registered on the record date and whose custodian is, on the record date, registered as the custodian of the shares in the shareholder register.

6 The administration and proper organisation of the business of the Company are the responsibility of the Board of Directors consisting of not less than three (3) and not more than five (5) ordinary members. The members of the Board of Directors shall elect from among themselves the Chairman of the Board of Directors. The regular term of the members of the Board of Directors shall expire at the end of the following Annual General Meeting.

7 The Company shall have a President who shall be appointed by the Board of Directors.

8 The Chairman of the Board of Directors and the President of the Company sign for the Company, each of them alone; and the members of the Board of Directors and the persons to whom the Board of Directors has granted the right to sign for the Company sign for the Company, any two of them together.

9 The Company shall have one Auditor and, if the Auditor is not a corporation of Certified Public Accountants, one Deputy Auditor. The Auditor and the Deputy Auditor shall be Certified Public Accountants. The Auditors are elected for their office until further notice.

10 The accounting period of the Company is the calendar year.

11 The notice of the General Meeting shall be given to shareholders by means of an advertisement at least in one daily newspaper which is published in Helsinki and which has been determined by the Board of Directors, not earlier than two (2) months and not later than seventeen (17) days before the meeting.

12 The Annual General Meeting shall be held annually by the end of June.

At the meeting shall be:

presented
1. the financial statements of the Company and the Group, comprising profit and loss accounts, balance sheets and the report on operations;
2. the auditor’s report;

resolved upon:
3. the approval of the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet;

4. any measures warranted by the profit or loss of the approved balance sheet and the approved consolidated balance sheet;
5. granting release from liability to the members of the Board of Directors and the President of the Company;
6. the number of members of the Board of Directors;
7. the remuneration of the members of the Board of Directors and the Auditor;

elected:
8. the members of the Board of Directors;
9. when needed, one Auditor and one Deputy Auditor; and

dealt with:
10. any other matters as per the notice of the meeting;

13 In order to have the right to participate in a General Meeting, a shareholder must notify the company of his or her intention to do so by the date specified in the notice of the meeting, which may be ten (10) days before the meeting at the earliest. In other respects, the provisions of the Companies Act concerning the right to attend a General Meeting shall apply.