Stock exchange release
November 10, 2004
FISKARS BOARD OF DIRECTORS PROPOSES EXTRA DIVIDEND AND BONUS SHARE ISSUE
FISKARS BOARD OF DIRECTORS PROPOSES EXTRA DIVIDEND AND BONUS SHARE ISSUE The Board has decided to convene an Extraordinary General Meeting for December 3, 2004. The Board of Directors of Fiskars Corporation will propose to the EGM the payment of an extra dividend of EUR 1.00 per A-share and EUR 0.98 per K-share. The Board will also propose a bonus issue in which two new A-shares will be issued for each five existing A-shares and two new K-shares for each five existing K-shares. The following matters will be put before the EGM: (1) Proposal concerning extra dividend The Board proposes that, based on the approved balance sheet for the financial year that ended on December 31, 2003, an extra dividend of EUR 1.00 per each A-share and EUR 0.98 per each K-share be distributed in addition to the dividend (EUR 0.31 per A-share and EUR 0.29 per K- share) decided by the Annual General Meeting on March 16, 2004. Should the EGM approve the Boards proposal to pay extra dividend, the dividend will be paid to the shareholders listed at the record date, December 9, 2004, in the shareholder register maintained by Finnish Central Securities Depository. The Board proposes that the extra dividend be paid on December 17, 2004. (2) Proposal concerning bonus issue The Board of Directors proposes that the companys share capital be increased from EUR 55,364,430 to EUR 77,510,200 through a bonus share issue. Under the bonus issue, two (2) new A-shares will be issued for each five (5) existing A-shares and two (2) new K-shares will be issued for each five (5) existing K-shares, i.e. altogether 15,698,426 new A- shares and 6,447,344 new K-shares. The calculatory nominal value of each share is EUR 1.00/share. The right to receive new shares under the bonus issue shall belong to the shareholders listed in the companys shareholder register at the record date. The record date is December 9, 2004. The new shares will be entered directly in the book-entry account of the shareholder on or about December 10, 2004 provided that the increase in share capital has been entered in the Trade Register. The new shares carry full dividend rights for the financial year beginning January 1, 2004 but thus not for the extra dividend for the financial year 2003 that is proposed to the EGM above. The shares will carry the other shareholder rights in the company from the date of registration of the increase of share capital. (3) Proposal concerning the sale of shares not transferred to book- entry securities system The Board proposes that the shares on a common book-entry securities account, consisting of shares not transferred to the book-entry securities system as well as of shares that have not been claimed in the bonus issues of 1995 and 1999, in total 33,102 A-shares and 8,766 K-shares, be sold for the account of their owners. Summons to Extraordinary General Meeting: The summons to the Extraordinary General Meeting will be published in the newspapers Helsingin Sanomat, Hufvudstadsbladet and Västra Nyland on 16 November 2004 and on Fiskars Corporations internet website www.fiskars.fi. Heikki Allonen President & CEO ANNEXES 3 pcs Board of Directors proposals to the extraordinary general meeting in full ANNEX 1 PROPOSAL TO THE EXTRAORDINARY GENERAL MEETING ON AN EXTRA DIVIDEND DISTRIBUTION At the end of the financial year 2003, the distributable consolidated equity amounted to EUR 261.3 million. The distributable equity of the Parent Company was EUR 258.6 million. On March 16, 2004, the Annual General Meeting decided to pay a dividend for the financial year 2003 of EUR 0.31 per A-share and EUR 0.29 per K-share. For 2003, a total dividend of EUR 16,811,844.02 has been paid. The Board of Directors proposes to the Extraordinary General Meeting convened for December 3, 2003 that an extra dividend of EUR 1.00/A- share and EUR 0.98/K-share be distributed for the financial year that ended on December 31, 2003. The dividend will be paid to shareholders registered at December 9, 2004 in the companys shareholder register maintained by Finnish Central Securities Depository Ltd. The Board proposes that the dividend be paid on December 17, 2004. ANNEX 2 PROPOSAL TO THE EXTRAORDINARY GENERAL MEETING CONCERNING BONUS ISSUE The Board of Directors of Fiskars Corporation proposes to the Extraordinary General Meeting convened for December 3, 2004 that the companys share capital be increased by means of a bonus issue of shares from EUR 55,364,430 to EUR 77,510,200 by transferring the sum of EUR 21,280,696.40 from the share premium fund and EUR 865,073.60 from the revaluation reserve to the share capital under the following terms and conditions: New shares Under the bonus issue 15,698,426 new A-shares and 6,447,344 new K- shares will be issued. The calculatory nominal value of the shares is EUR 1.00/share. Right to new shares The right to receive new shares to be issued in the bonus issue belongs to shareholders who are listed in the companys shareholder register at the record date. Record date The record date is December 9, 2004. Issue of new shares Under the bonus issue, two (2) new A-shares will be issued for each five (5) existing A-shares and two (2) new K-shares for each five (5) existing K-shares. The new shares will be entered directly in the book- entry account of the shareholder on or about December 10, 2004 provided that the increase in share capital has been entered in the Trade Register. Shareholder rights The new shares carry full dividend rights for the financial year beginning January 1, 2004. The shares will carry the other shareholder rights in the company from the date of registration of the increase in share capital. Sale of non-divisible subscription rights A number of subscription rights that is wholly divisible by the number required for subscription will be given to shareholders. Fiskars Corporation will, in accordance with Section 16 of Chapter 3a of the Finnish Companies Act, sell the remainder of the subscription rights in public trading for the account of the shareholders and pay the shareholders the monetary consideration obtained from the sale on or about December 17, 2004. Other matters The Board of Directors of Fiskars Corporation will decide on other matters related to the bonus issue and any resulting practical measures. ANNEX 3 PROPOSAL TO THE EGM CONCERNING SALE OF SHARES NOT TRANSFERRED TO THE BOOK-ENTRY SYSTEM The Board of Directors of Fiskars Corporation proposes to the Extraordinary General Meeting convened for December 3, 2004 that it decide to sell the shares on a common book-entry securities account, consisting of shares not transferred to the book-entry securities system as well as of shares that have not been claimed in the bonus issues of 1995 and 1999, in total 33,102 A-shares and 8,766 K-shares, for the account of their owners who have not submitted their share certificates for registration of their titles in the book-entry register. The Board of Directors further proposes that the Board of Directors be authorized to undertake all the necessary measures relating to the notification of the decision, sale and transfer of the shares, and depositing and transfer of the funds obtained from the sale in accordance with the Companies Act and other relevant regulations.