Stock exchange release
February 16, 2005
NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETING The shareholders of Fiskars Corporation are invited to attend the Annual General Meeting scheduled at 3:00 p.m. on Wednesday, March 23, 2005. The meeting will be held at Finlandia Hall in the Helsinki Hall, Mannerheimintie 13 e, Helsinki. Entrance from Mannerheimintie - door M3 and from Karamzininkatu - door K3. The following matters will be on the agenda: 1. The matters referred to in Article 14 of the Articles of Association 2. The Board of Directors' proposal for an authorization to the Board of Directors to acquire the Company's own shares The Board proposes that the General Meeting authorizes the Board to acquire, using distributable funds, the company's own series A and series K shares in proportion to the total number of shares in each series provided that the total nominal value of the shares so acquired and held by the company, and the votes carried by these shares, shall not exceed five per cent (5%) of the company's total share capital or voting rights. The shares may be acquired only in public trading, whereby they are acquired at the prevailing market price and in another proportion than to the shareholders' holdings. The authorization may be used to acquire shares to be used as consideration in future mergers and acquisitions or industrial reorganizations or for the development of the capital structure of the company, or as part of its management incentive system. The shares may also be acquired for other consideration than cash. The Board may also propose that the share capital be decreased by invalidation of acquired shares. This authorization shall remain in force for one year from the resolution of the Annual General Meeting. 3. The Board of Directors' proposal for an authorization to the Board of Directors to convey the Company's own shares The Board proposes that the General Meeting authorizes the Board to convey the company's own shares provided that the total nominal value of the shares so conveyed, and the votes carried by these shares, shall not exceed five per cent (5%) of the company's total share capital and voting rights. The Board shall be authorized to determine to whom and in what order the company's own shares shall be conveyed. The Board may decide on the conveyance of the shares otherwise than in proportion to the shareholders' pre-emptive subscription rights. The Board shall decide on the conveyance price of the shares and on the other terms related to their conveyance, and the shares may be conveyed for other consideration than cash. The authorization includes the right to set the principles used to determine the conveyance price. The shares may be conveyed as consideration in future mergers and acquisitions or industrial reorganizations or for the development of the capital structure of the company, or as part of its management incentive system. The shares may be conveyed also through public trading. This authorization shall remain in force for one year from the resolution of the Annual General Meeting. 4. An amendment of the Articles of Association The Board proposes that the last two paragraphs of Article 6 in the Articles of Association be amended as follows: "The Board of Directors elects its Chairman from among its membership. The Board of Directors has a quorum when more than one half of the membership, including its Chairman, are present." Information Copies of the financial statements and the proposals of the Board of Directors will be available for shareholders for inspection as of March 16, 2005 at Fiskars Corporation's head office at Mannerheimintie 14 A, Helsinki. The Annual Report 2004 is also available on the corporate web site www.fiskars.fi. Copies of the documents will be mailed to shareholders upon request. Right to attend the meeting A shareholder who on March 11, 2005 is registered as shareholder in the shareholders' register of the company maintained by Finnish Central Securities Depository Limited has the right to attend the General Meeting. In order to enable participation at the General Meeting, nominee registered shareholders shall contact the relevant account holder so that a temporary registration per March 11, 2005 can be made in the shareholders' register. Notification of participation Shareholders wishing to attend the General Meeting shall notify the company of their intention to participate not later than Friday, March 18, 2005 by 4.00 p.m. - by letter to Fiskars Corporation, P.O. Box 235, 00101 Helsinki, Finland, - by phone Monday-Friday at 8.00 a.m. -4.00 p.m. at telephone +358 9 6188 6230 or - by e-mail at ilmoittautumiset@fiskars.fi. The notification shall arrive by the end of the said notification period. Please forward possible proxies to the postal address given above prior to the expiry of the notification period. Nomination Committee's proposal for Auditors The Board's Nomination Committee proposes that KPMG Oy Ab, Authorized Public Accountants firm, authorized by the Central Chamber of Commerce of Finland, be appointed the company's auditors. KPMG Oy Ab has given its consent to being so appointed. Dividend The Board of Directors proposes to the General Meeting that a dividend of EUR 0.30 per share of series A and EUR 0.28 per share of series K be paid for the financial period that ended on December 31, 2004. The dividend will be paid to shareholders who are registered in the shareholders' register maintained by Finnish Central Securities Depository Limited on the record date, which is March 30, 2005. The dividend payment date proposed by the Board is April 6, 2005. Heikki Allonen President and CEO APPENDICES PROPOSAL OF THE BOARD OF DIRECTORS FOR AUTHORIZATION TO THE BOARD OF DIRECTORS TO ACQUIRE THE COMPANY'S OWN SHARES The Board proposes that the General Meeting authorizes the Board to acquire, using distributable funds, the company's own series A and series K shares in proportion to the total number of shares in each series provided that the number of shares so acquired shall not exceed 2 619 712 shares in series A and 1 127 865 shares in series K. After the acquisition of the own shares, the nominal value of all own shares held by the company and the votes carried by these shares may not exceed five per cent (5%) of the company's total share capital or voting rights. The shares may be acquired only in public trading, whereby the shares are acquired at the prevailing market price in another proportion than to the shareholders' holdings. The authorization may be used to acquire shares to be used as consideration in future mergers and acquisitions or industrial reorganizations or for the development of the capital structure of the company or as part of its management incentive system. The shares may be acquired for other consideration than cash. The Board may also propose that the share capital be decreased by invalidation of acquired shares. The inner circle of the company referred to in Chapter 1 Section 4 of the Companies Act owns all in all 60.7% of the company's all shares and 71.2% of the voting rights. As it is the intention to acquire the own shares on the Helsinki Stock Exchange without knowledge of the transferor, it will not be possible to give exact information about the proportion of the shares and the voting rights that the inner circle owns after the acquisition. This authorization is proposed to remain in force for one year from the resolution of the General Meeting. The Board points out that the authorization to acquire own shares granted at the General Meeting held on March 16, 2004 has expired. PROPOSAL OF THE BOARD OF DIRECTORS FOR AN AUTHORIZATION TO THE BOARD OF DIRECTORS TO CONVEY THE COMPANY'S OWN SHARES The Board proposes that the General Meeting authorizes the Board to convey the company's own shares so that the number of the shares to be conveyed shall not exceed 2 747 224 shares in series A and to 1 128 285 shares in series K. Following this authorization, the number of shares covered is below five per cent (5%) of the company's total share capital and the voting rights. The Board shall be authorized to determine to whom and in what order the company's own shares shall be conveyed. The Board may decide on the conveyance of the shares otherwise than in proportion to the shareholders' pre-emptive subscription rights. The Board has the right to use this authorization when there are weighty reasons in order to ensure the preconditions of the group's activities or to strengthen and develop the company's international and/or domestic business, or as part of its management incentive system. The authorization does not include the right to convey the shares to a person belonging to the inner circle of the company referred to in Chapter 1, Section 4, Subsection 1 of the Companies Act. The Board shall decide on the conveyance price of the shares and on the other terms related to their conveyance, and the shares may be conveyed for other consideration than cash. The authorization includes the right to set the principles used to determine the conveyance price. The shares may be conveyed also through public trading. This authorization is proposed to remain in force for one year from the resolution of the General Meeting. The Board points out that the authorization to convey own shares granted at the General Meeting held on March 16, 2004 has expired. PROPOSAL OF THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF ASSOCIATION The Board proposes to the General Meeting that paragraphs 2 and 3 of Article 6 in the Company's Articles of Association be amended as follows: "The Board of Directors elects its Chairman from among its membership. The Board of Directors has a quorum when more than one half of the membership, including its Chairman, are present."