FISKARS CORPORATION?S BOARD OF DIRECTORS

FISKARS CORPORATION’S BOARD OF DIRECTORS’ PROPOSALS TO THE
ORDINARY GENERAL MEETING ON 13 MARCH 2003

Fiskars Corporation’s Board of Directors proposes:

1.
that the first paragraph of Article 6 and item 12 of the Article
14 in the Company’s 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 company’s 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 corporation’s activity or to consolidate
and expand the company’s 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 company’s 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 company’s inner circle, as specified in Chapter 1, Art. 4 of
the Companies Act, owns a total of 59.5% of the company’s 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
Board’s 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
corporation’s activity or to consolidate and expand the company’s
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 Company’s 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 Company’s inner circle and
owns now 0.2% of the Company’s 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 Company’s 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 Company’s 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
subscriber’s 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