Stock exchange release
February 13, 2009
NOTICE TO THE ANNUAL GENERAL MEETING
NOTICE TO THE ANNUAL GENERAL MEETING Notice is given to the shareholders of Fiskars Corporation to the Annual General Meeting to be held on March 16, 2009 at 3 p.m. at the Helsinki Fair Centre, the Congress Wing (Messuaukio 1, Helsinki). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2 p.m. A Matters on the agenda of the General Meeting At the General Meeting, the following matters will be considered: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. CEO's report 7. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2008 8. Adoption of the annual accounts 9. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The Board of Directors proposes to the General Meeting that a dividend of EUR 0.50 per series A share and EUR 0.48 per series K share shall be paid for the financial period that ended on December 31, 2008. The dividend will be paid to shareholders who are registered in the shareholders' register maintained by Euroclear Finland Ltd on the record date, which is March 19, 2009. The dividend payment date proposed by the Board is March 26, 2009. 10. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 11. Resolution on the remuneration of the members of the Board of Directors 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 Chairman 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. 12. Resolution on the number of 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. 13. Election of members of the Board of Directors The Nomination Committee of the Board of Directors proposes to the General Meeting that the following individuals shall be re-elected to the Board: Mr. Kaj-Gustaf Bergh, Mr. Ralf Böer, Mr. Alexander Ehrnrooth, Mr. Paul Ehrnrooth, Ms. Ilona Ervasti-Vaintola, Mr. Gustaf Gripenberg, Mr. Karl Grotenfelt, Mr. Karsten Slotte, and Mr. Jukka Suominen. 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 Mr. Alexander Ehrnrooth and Mr. Paul Ehrnrooth Vice Chairmen of the Board. 14. Resolution on the remuneration of the auditor It is proposed that the remuneration of the auditor will be paid according to the invoice. 15. Election of auditor The Nomination Committee of the Board of Directors proposes that KPMG Oy Ab, Authorized Public Accountants firm, be appointed the company's auditor. 16. Authorizing the Board of Directors to decide on the acquisition of the Company's own shares The Board proposes that the General Meeting authorize the Board to acquire with the company's unrestricted equity the company's own shares altogether no more than 3,800,000 of which no more than 2,700,000 are series A shares and no more than 1,100,000 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 unrestricted equity. 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 General Meeting. 17. Authorizing the Board of Directors' to decide on the conveyance of 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 2,700,000 of series A shares and a maximum of 1,100,000 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 subscription rights. 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 Meeting. 18. Closing of the meeting B Documents of the General Meeting The proposals of the Board of Directors and its committees relating to the agenda of the General Meeting as well as this notice are available on Fiskars Corporation's website at www.fiskars.fi. The annual report of Fiskars Corporation, including the Company's annual accounts, the report of the Board of Directors and the auditor's report, is available on the above-mentioned website no later than March 9, 2009. The proposals of the Board of Directors and the annual accounts are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. C Instructions for the participants in the General Meeting 1. The right to participate and registration Each shareholder, who is registered on March 6, 2009 in the shareholders' register of the company held by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the company. A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than March 10, 2009 by giving a prior notice of participation. Such notice can be given: (a) on the Fiskars Corporation website www.fiskars.fi; (b) by telephone +358 9 6188 6231 Monday-Friday between 9.00 a.m. and 3.00 p.m.; (c) by telefax +358 9 604 053; or (d) by regular mail to Fiskars Corporation, P.O. Box 235, 00101 Helsinki, Finland. In connection with the registration, a shareholder shall notify his/her name, personal identification number and the name of a possible assistant. The personal data given to Fiskars Corporation is used only in connection with the General Meeting and with the processing of related registrations. Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting. 2. Proxy representative and powers of attorney A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. Possible proxy documents should be delivered in originals to Fiskars Corporation, P.O. Box 235, 00101 Helsinki, Finland before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares, who wants to participate in the General Meeting, must be entered into the shareholders' register of the company on the record date March 6, 2009 of the meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. Further information on these matters can also be found on the company's website www.fiskars.fi. 4. Other instructions and information On the date of this notice to the General Meeting, the share capital of Fiskars Corporation comprises a total of 77,510,200 shares (54,944,492 A shares and 22,565,708 K shares), said shares entitling to a total of 506,258,652 votes (54,944,492 votes based on A shares and 451,314,160 votes based on K shares). Helsinki, February 12, 2009 Board of Directors Fiskars Corporation Kari Kauniskangas President & CEO Fiskars is a leading global supplier of consumer products for the home, garden and outdoors. The group has a strong portfolio of trusted international brands including Fiskars, Iittala, Gerber, Silva, and Buster. Associated company, Wärtsilä Corporation, is also an important part of the group, and forms one of Fiskars' operating segments, together with the Americas, EMEA, and Other. Founded in 1649 and listed on NASDAQ OMX Helsinki, Fiskars is Finland's oldest company. Fiskars recorded net sales of €697 million in 2008, and employs some 4,100 people. www.fiskars.fi