Stock exchange release
January 28, 2003
FISKARS CORPORATION?S BOARD OF DIRECTORS
FISKARS CORPORATIONS BOARD OF DIRECTORS PROPOSALS TO THE ORDINARY GENERAL MEETING ON 13 MARCH 2003 Fiskars Corporations Board of Directors proposes: 1. that the first paragraph of Article 6 and item 12 of the Article 14 in the Companys Articles of Association be amended as follows: Article 6, paragraph 1 The Board of Directors consists of at least five and not more than nine ordinary members. The Ordinary Shareholders Meeting may also resolve to elect a maximum of three alternate members to the Board. The alternate members shall be invited to attend the Board of Directors meetings. The Board of Directors and the alternate members term of office ends at the closure of the next Ordinary Shareholders Meeting following the election. ELECTING Article 14, item 12 Members and , if necessary, alternate members of the Board of Directors, and 2. that the Board of Directors be authorized to acquire within the period of one year from 13 March 2003 a maximum of 1,962,303 of the companys own shares of series A and a maximum of 805,918 of series K in a proportion deviating from the shareholders existing proportionate holdings at share prices quoted on the Helsinki Exchanges at any given time. The Board of Directors shall be entitled to use the authorization when there are weighty financial reasons to safeguard the corporations activity or to consolidate and expand the companys international and/or national business and/or to safeguard a stable development of the share price. Following the acquisition of shares as above, the distributable equity of the company will decrease. As the maximum number covered by the authorization is less than 5% of the companys total number of shares and votes, the above acquisition will have only a limited impact on the allotment of shares and votes in the company. The companys inner circle, as specified in Chapter 1, Art. 4 of the Companies Act, owns a total of 59.5% of the companys shares and 66.9% of the votes. As the company intends to acquire the shares on the Helsinki Exchanges from unknown sellers, the number of shares and votes owned by the inner circle after the acquisition cannot be specified. The Board of Directors also proposes to the Annual General Meeting that when granting this authorization the corresponding authorization granted by the Annual General Meeting on 14 March 2002 be canceled. 3. that the Board of Directors be authorized to decide within the period of one year from 13 March 2003 to convey a maximum of 1,962,303 Fiskars shares of series A and a maximum of 805,918 Fiskars shares of series K which were acquired pursuant to the Boards authorization. It is proposed that the Board of Directors be entitled to decide to whom and in which order the acquired shares shall be conveyed. The Board of Directors can decide on the conveyance of the acquired shares disapplying the shareholders pre-emptive rights. The Board of Directors shall be entitled to use the authorization when there are weighty financial reasons to safeguard the corporations activity or to consolidate and expand the companys international and/or national business. The lowest price at which the shares are conveyed shall be the current share price on the Helsinki Exchanges at the time of the conveyance. The Board of Directors also proposes to the Annual General Meeting that when granting this authorization the corresponding authorization granted by the Annual General Meeting on 14 March 2002 be canceled. 4. that the Annual General Meeting of Shareholders decides to carry out a directed issue of shares. The Extraordinary General Meeting of the Shareholders decided on 23 November 1998 to issue stock options (warrants). The warrents were issued to members of the management of companies belonging to the Fiskars Group and the wholly-owned subsidiary, Fiskars Holdings, Inc. which company later has been merged into Fiskars Brands, Inc. The warrants were issued in three series, Litt. A, Litt. B and Litt. C. The subscription periods for warrants of series Litt. A and Litt. B have expired. The subscription period for warrants of series Litt. C is 15 May to 15 June 2003. The number of outstanding warrants is 525,000, which entitles the holders to subscribe for a number of 525,000 Fiskars shares of series A. By exercising the subscription rights attached to the warrants the Companys share capital will be raised by 525,000 euros at a maximum. The decision of the extraordinary General Meeting of Shareholders was recorded in the Trade Register on 1 December 1998. The registration authority has interpreted the Finnish Companies Act so that a second registration in the Trade Register should have been made within two years from the decision of the General Meeting of Shareholders in order to keep the decision in force. Such a second registration has not been made. To enable the Company to be prepared to comply with the terms and conditions of the stock options the Board of Directors proposes that the General Meeting of Shareholders authorizes the Board of Directors to carry out a directed issue of shares to the holders of warrants of series C. A number of the holders belongs to the Companys inner circle and owns now 0.2% of the Companys share capital and 0.03% of the votes. If the holders belonging to the inner circle subscribe all those shares they have been offered their shares will after the issue be 0.5% of the share capital and 0.08% of the votes. The Board of Directors proposes the following: TERMS AND CONDITIONS OF THE ISSUE 1. The Companys share capital will be increased within the limits of the minimum and maximum share capital by minimum 100 euros and maximum 525,000 euros from 55,364,430 euros to minimum 55,364,530 euros and maximum 55,889,430 euros through an issue of minimum 100 euros and maximum 525,000 euros by issuing minimum 100 new shares of series A and maximum 525,000 new shares of series A at a book counter-value of 1 euro/share. 2. Notwithstanding the pre-emptive subscription rights of the shareholders, the new shares are offered for subscription by the holders of the Companys warrants of series C with the exception of Fiskars Brands, Inc. The disapplying of the shareholders pre- emptive subscription rights is motivated by the need for the Company to be prepared to comply with the requirement to meet with the terms and conditions that were approved by the Extraordinary Shareholders Meetings on 23 November 1998 and 28 October 1999. 3. Each warrant entitles its holder to subscribe for the number of Fiskars shares of series A printed in the warrant. 4. The warrants may be exercised during the period of 15 May to 15 June 2003. The subscription shall take place at Fiskars Corporation Head Office in Helsinki. The subscriber shall surrender the warrant in connection with the subscription. The subscription price shall be paid upon subscription. 5. The subscription price is 10.10 euros/share, of which price the Board of Directors took a decision during its meeting on 1 November 2000 according to clause 7.3 of the original terms and conditions. (The average price + 10% of the shares of series A traded on the Helsinki Exchanges during the period of 1 through 30 September 2000.) 6. The subscribed and fully paid up shares will be recorded on the subscribers book-entry account. 7. The new shares are entitled to full dividend for the fiscal year during which they are subscribed. Shareholders other rights in the Company will take effect from the date on which the capital increase is recorded in the Trade Register. 8. The Board of Directors decides on any other matters concerning the subscriptions of shares. All documents concerning this issue are available for inspection at Fiskars Corporate Head Office in Helsinki. Bertel Langenskiöld President and CEO