Stock exchange release
March 25, 2008
FISKARS ANNUAL GENERAL MEETING OF SHAREHOLDERS 2008
FISKARS ANNUAL GENERAL MEETING OF SHAREHOLDERS 2008
The Annual General Meeting of shareholders approved the financial statements for
2007 on March 25, 2008. It was decided to pay a dividend of 0.80 euro per share
for A-shares and 0.78 euro per share for K-shares. The record date for the
dividend is March 28, 2008. The dividend will be paid on April 4, 2008. The
members of the Board and the President were discharged from liability for the
financial year 2007.
It was decided that the number of Board members be nine. Mr. Kaj-Gustaf Bergh,
Mr. Alexander Ehrnrooth, Mr. Paul Ehrnrooth, Mr. Ralf Böer, Ms. Ilona
Ervasti-Vaintola, Mr. Gustaf Gripenberg, Mr. Karl Grotenfelt, Mr. Karsten Slotte
and Mr. Jukka Suominen were elected. The term of the Board members will expire
at the end of the Annual General Meeting in 2009.
The Meeting approved the following fees to the members of the Board of
Directors:
- To the ordinary members 35,000 euros/year
- To the vice chairman 50,000 euros/year
- To the chairman 65,000 euros/year
- In addition, per Board and Committee meeting attended, each member will be
paid 550 euros, the Chairman will be paid 1,100 euros and the Chairman of the
Audit Committee will be paid 1,100 euros per Audit Committee meeting attended.
KPMG Oy Ab was elected auditor and they nominated Mr. Mauri Palvi as responsible
auditor. It was decided to pay the auditors' fees as invoiced.
The Annual General Meeting decided to authorize the Board to acquire the
company's own shares, with the company's distributable equity, no more than
2,747,224 of series A and no more than 1,128,285 of series K shares. The share
price will be no higher than the highest price paid for the shares of Fiskars
Corporation in public trading at the time of purchase. This authorization shall
remain in force until the end of the next Annual General Meeting.
The Annual General Meeting decided to authorize the Board to decide to convey
company's own shares a maximum of 2,747,224 of series A shares and a maximum of
1,128,285 of series K shares. The Board may decide on the conveyance of the
shares otherwise than in proportion to the shareholders' pre-emptive
subscription rights. This authorization shall remain in force until the end of
the next Annual General Meeting.
The Annual General Meeting decided to amend the Articles of Association as
follows:
- the stipulations on the minimum and maximum amount of the company's share
capital and number of shares were deleted, the dividend subsection was
clarified, and the mentioning of the reserve fund was deleted (3 §);
- the stipulations concerning the record date were deleted (5 §);
- the stipulations regarding the deputy members, Board's term of office,
election of the Chairman and quorum were deleted (6 §);
- 7 § was deleted;
- the terminology concerning the representation of the company was adjusted (8
§);
- 9 § was deleted;
- 10 § was deleted;
- references to the date for the General Meeting were deleted (11 §);
- 12 § was deleted;
- second paragraph of 13 § was deleted; and
- the agenda of the Annual General Meeting was amended to correspond to the
Companies Act (14 §).
Convening after the Annual General Meeting, the Board elected Kaj-Gustaf Bergh
its chairman and Alexander Ehrnrooth and Paul Ehrnrooth vice chairmen. The Board
decided to establish an Audit Committee, a Compensation Committee and a
Nomination Committee. The Board appointed Gustaf Gripenberg chairman of the
Audit Committee and its other members Ilona Ervasti-Vaintola, Alexander
Ehrnrooth, Paul Ehrnrooth and Karsten Slotte. The Board appointed Kaj-Gustaf
Bergh chairman of the Compensation Committee and its other members Ralf Böer,
Karl Grotenfelt and Jukka Suominen. The Board appointed Kaj-Gustaf Bergh
chairman of the Nomination Committee and its other members Alexander Ehrnrooth
and Paul Ehrnrooth.
Kari Kauniskangas
President and CEO