Stock exchange release
April 21, 2008
AMENDMENTS TO FISKARS CORPORATION'S ARTICLES OF ASSOCIATION ENTERED INTO THE TRADE REGISTER
AMENDMENTS TO FISKARS CORPORATION'S ARTICLES OF ASSOCIATION ENTERED INTO THE TRADE REGISTER The amendments to Fiskars Corporation's Articles of Association decided by the Annual General Meeting held on 25 March 2008 were entered into the Trade Register on April 21, 2008. Articles of Association of Fiskars Corporation, valid from April 21, 2008 1 § The Company name is Fiskars Oyj Abp, in English Fiskars Corporation, and its domicile is Pohja. 2 § The Company's business consists of industrial manufacturing and operations related thereto, as well as agriculture and forestry. 3 § The shares in the Company are divided into two series, K series and A series. In the case that an issue of shares is affected by means of an issue of series K or series A shares exclusively, all shareholders have an equal right to subscribe to the new shares issued. Should a Shareholders' Meeting resolve to pay dividend, the A shares shall receive more dividend than the K shares. The difference shall be at least two (2) percent of the calculatory value of the share. The calculatory value of the share is equal to the at each time registered share capital divided by the at each time registered amount of shares as per the date of the shareholders' meeting. Each series K share entitles its holder to cast 20 votes, and each series A share entitles its holder to cast 1 vote at a Shareholders' Meeting. 4 § Following an offer by the Board of Directors, the holder of series K shares is entitled to make an unconditional claim for the conversion of the series K share owned by him to a series A share at the ratio of 1:1. The conversion request shall be addressed to the Company's Board of Directors and be issued in writing. The request shall include information on the shares the shareholder wishes to have converted. Upon the expiry of the offer, the Board of Directors shall without delay implement the conversions based on the conversion requests submitted. The conversion shall then be entered in the Trade Register without delay, following which the conversion will be completed. 5 § The shares in the Company belong to the Book Entry Securities System. 6 § The Board of Directors consists of at least five and not more than nine ordinary members. 7 § The right to represent the Company is vested in the Chairman of the Board of Directors and the Managing Director, each one alone, or in two members of the Board of Directors two together. The Board of Directors may authorize one or several persons to represent the Company, either alone or with another, similarly authorized person, two together. The Board of Directors decides on the granting of rights to sign for the Company per procuram. 8 § Ordinary Shareholders' Meetings (Annual General Meetings) can be held either in Pohja or in Helsinki. Notices of Shareholders' Meetings shall be published in at least three (3) daily newspapers in general distribution, chosen by the Board of Directors. 9 § A shareholder wishing to attend a Shareholders' Meeting shall give advance notice of such intention at the latest at the venue and date specified in the notice of meeting, which date may precede the meeting by ten days at the most. 10 § The business of the Ordinary Shareholders' Meeting includes: PRESENTING 1. The financial statement and consolidated financial statement as well as the report by the board of directors, and 2. The Auditors' report; DECIDING ON 3. The adoption of the financial statement and consolidated financial statement, 4. The use of the profit reflected by the balance sheet, 5. Discharging the members of the Board of Directors and the Managing Director from personal liability, 6. The number of ordinary members of the Board of Directors, 7. The emoluments payable to the members of the Board of Directors, and 8. The emolument payable to the Auditor; ELECTING 9. Members of the Board of Directors, and 10. An Auditor; and furthermore DEALING WITH 11. Any other matters on the agenda. Fiskars Corporation's Articles of Association can be found on the Company's website at www.fiskars.fi/articles. Fiskars Corporation Leena Kahila-Bergh Jutta Karlsson Vice President, Corporate Communications General Counsel Founded in 1649, Fiskars is a leading supplier of branded consumer goods. Fiskars business areas are: Garden, Homeware, Craft, Outdoor Recreation, Inha Works, and the Real Estate Group. Major international brands are Fiskars, Iittala, Gerber, Silva, and Buster. The associated company Wärtsilä Corporation is also an important part of the Corporation. Fiskars business segments are Americas, EMEA, Wärtsilä and Other. Fiskars' share is quoted on OMX Nordic Exchange Helsinki. In 2007, the Fiskars Corporation net sales were EUR 658 million, the operating profit EUR 110 million and the Corporation employed some 4,500 people. www.fiskars.fi