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 Tuesday, March 25, 2008. The meeting will be
held at the Helsinki Fair Centre, the Congress Wing (Messuaukio 1, Helsinki).
The following matters will be on the agenda:
1. Matters pertaining to the Annual General Meeting as stated in Article 14 of
the Articles of Association and the Companies Act
2. Amendment of the Articles of Association
The Board of Directors proposes that the General Meeting decides to amend the
Articles of Association due to the new Companies Act, which entered into force
on September 1, 2006, as follows:
– the stipulations on the minimum and maximum amount of the company's share
capital and number of shares will be deleted, the dividend subsection is
clarified, and the mentioning of the reserve fund is deleted (3 §)
– the stipulations concerning the record date will be deleted (5 §)
– the stipulations regarding the deputy members, Board's term of office,
election of the Chairman and quorum will be deleted (6 §)
– 7 § will be deleted
– the terminology concerning the representation of the company will be adjusted
– 9 § will be deleted
– 10 § will be deleted
– references to the date for the General Meeting will be deleted (11 §)
– 12 § will be deleted
– second paragraph of 13 § will be deleted
– the agenda of the Annual general Meeting will be amended to correspond to the
Companies Act (14 §).
3. 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 authorize the Board to acquire with
the company's distributable equity the company's own shares altogether no more
than 3,875,509 of which no more than 2,747,224 are series A shares and no more
than 1,128,285 are series K shares, taking into consideration the provisions of
the Companies Act regarding the maximum amount of own shares that the Company is
allowed to possess. The proposed amount corresponds to less than 5 percent of
the company's total amount of shares.
The shares may be acquired in one or more lots. The share price will not be
higher than the highest price paid for Fiskars Corporation shares in public
trading at the time of purchase. The acquisition of shares reduces the company's
The authorization may be used to acquire shares to be used as consideration in
future corporate acquisitions or industrial reorganizations or for the
development of the capital structure of the company, or as part of its
management incentive system.
This authorization shall remain in force until the end of the next Annual
4. 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 authorize the Board to convey the
company's own shares of a maximum of 2,747,224 of series A shares and a maximum
of 1,128,285 of series K shares.
The Board shall be authorized to determine to whom and in what order the
company's shares shall be conveyed. The Board may decide on the conveyance of
the shares otherwise than in proportion to the shareholders' pre-emptive
The Board shall decide on the conveyance price of the shares and on other
related terms, 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
corporate 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 be in force until the end of the next Annual General
Annual General Meeting documents
Copies of the financial statements and the proposals of the Board of Directors
will be available for shareholders for inspection as of March 18, 2008 at
Fiskars Corporation's central office at Mannerheimintie 14 A, Helsinki as well
as on the company's web site www.fiskars.fi. Copies of the documents will be
mailed to shareholders upon request.
Right to attend the meeting
A shareholder who at the latest on March 14, 2008 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 at the latest March 14, 2008 can be made in the shareholders'
Notification of participation
Shareholders wishing to attend the General Meeting shall notify the company of
their intention to participate not later than Monday, March 17, 2008 by 3.00
– on the Fiskars Corporation web site www.fiskars.fi,
– by letter to Fiskars Corporation, P.O. Box 235, 00101 Helsinki, Finland,
– by telefax +358 9 604 053, or
– by phone Monday-Friday between 9.00 a.m. and 3.00 p.m. at telephone
+358 9 6188 6231.
The notification shall be at the company's possession by the end of the said
Please forward possible proxies to the postal address given above prior to the
expiry of the notification period.
Election of the members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the General
Meeting that the number of members of the Board of Directors shall be nine and
the following individuals shall be elected to the Board: Mr. Kaj-Gustaf Bergh,
Mr. Alexander Ehrnrooth, Mr. Paul Ehrnrooth, Mr. Ralf Böer, Ms. Ilona
Ervasti-Vaintola, Mr. Gustaf Gripenberg, Mr. Karl Grotenfelt and, as new
members, Mr. Karsten Slotte, the President and CEO of Oy Karl Fazer Ab and Mr.
Jukka Suominen, M.Sc. (Eng.), B.Sc. (Econ.).
All the above individuals have given their consent to the election and have
stated as their intention, should they be elected, to nominate Mr. Kaj-Gustaf
Bergh Chairman and to nominate Mr. Alexander Ehrnrooth and Mr. Paul Ehrnrooth
The Compensation Committee of the Board of Directors proposes that the annual
fees of the members of the Board shall be EUR 35,000, the Vice Chairmen EUR
50,000 and the Chairman EUR 65,000. In addition it is proposed that the Board
members be paid a fee of EUR 550 per Board and Committee meeting, and that the
Chairman of the Board of Directors be paid a fee of EUR 1,100 per Board and
Committee meeting and the Chairman of the Audit Committee be paid a fee of EUR
1,100 per Audit Committee meeting and that the Board members are reimbursed for
their travel and other expenses incurred due to their activities in the interest
of the company.
Proposal for Auditors
The Nomination Committee of the Board of Directors proposes that KPMG Oy Ab,
Authorized Public Accountants firm, authorized by the Central Chamber of
Commerce of Finland, be appointed the company's auditors.
The Board of Directors proposes to the General Meeting that a dividend of EUR
0.80 per share of series A and EUR 0.78 share of series K shall be paid for the
financial period that ended on December 31, 2007.
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 28, 2008.
The dividend payment date proposed by the Board is April 1, 2008.
Helsinki, February 13, 2008
Board of Directors
Jutta Karlsson Leena Kahila-Bergh
General Counsel Vice President, Corporate Communications