Resolutions of Fiskars Corporation’s Annual General Meeting 2015
Fiskars Corp. Stock Exchange Release March 12, 2015 at 16.30 EET
The Annual General Meeting of shareholders of Fiskars Corporation was held at Helsinki Exhibition & Convention Centre, the Conference Center on March 12, 2015. The Annual General Meeting approved the financial statements for 2014 and discharged the members of the Board and the President and CEO from the liability.
THE USE OF PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDED
The Annual General Meeting decided in accordance with the proposal by the Board of Directors to pay dividend of EUR 0,68 per share for the financial period that ended on December 31, 2014. The dividend will be paid to shareholders, who are registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd. on the record date for the payment of dividend, which is March 16, 2015. The dividend payment date is March 23, 2015.
AMENDMENT TO THE SECTION 5 OF THE ARTICLES OF ASSOCIATION AND ELECTION AND REMUNERATION OF THE BOARD OF DIRECTORS
The Annual General Meeting decided that Section 5 of the Articles of Association of the company be amended as follows: “The Board of Directors consists of at least five and not more than ten ordinary members.” The amendment of the Articles of Association will be registered to the Finnish Trade Register on or about March 13, 2015.
The Annual General Meeting decided that the Board of Directors shall consist of ten members. Alexander Ehrnrooth, Paul Ehrnrooth, Louise Fromond, Gustaf Gripenberg, Ingrid Jonasson Blank and Karsten Slotte were re-elected. Inka Mero, Fabian Månsson, Peter Sjölander and Ritva Sotamaa were elected as new members. The term of the Board members will expire at the end of the Annual General Meeting in 2016.
Convening after the Annual General Meeting held on March 12, 2015 the Board of Directors elected Paul Ehrnrooth as its Chairman and and Alexander Ehrnrooth as the Vice Chairman. The Board decided to establish an Audit Committee, a Compensation Committee and a Nomination and Strategy Committee. The Board appointed Gustaf Gripenberg (Chairman), Ingrid Jonasson Blank, Alexander Ehrnrooth, Louise Fromond, Karsten Slotte and Ritva Sotamaa as members of the Audit Committee. Paul Ehrnrooth (chairman), Inka Mero, Peter Sjölander and Karsten Slotte were appointed as the members of the Compensation Committee. The Board appointed Paul Ehrnrooth (chairman), Alexander Ehrnrooth and Fabian Månsson as the members of the Nomination and Strategy Committee.
The Annual General Meeting decided that the annual fees of the members of the Board shall be EUR 45,000, the annual fees of the Vice Chairman EUR 60,000 and annual fees of the Chairman of the Board EUR 90,000. In addition, for the Board and Committee meetings, the Board members residing in Finland shall be paid a fee of EUR 750 per meeting and the Board members residing abroad shall be paid a fee of EUR 2,000 per meeting and the Chairman of the Board of Directors and the Committees shall be paid a fee of EUR 1,500 per meeting. Further the Board members are reimbursed for their travel and other expenses incurred due to their activities in the interest of the company.
ELECTION AND REMUNERATIONS OF THE AUDITOR AND THE DEPUTY AUDITOR
KPMG Oy Ab, Authorized Public Accountants firm, was elected as auditor for the term that will expire at the end of the Annual General Meeting in 2016. KPMG Oy Ab has announced that the responsible auditor will be Virpi Halonen, APA. The Annual General Meeting decided that the auditors’ fees shall be paid according to a reasonable invoice approved by the Board of Directors.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUISITION OF THE COMPANY’S OWN SHARES
The Annual General Meeting decided to authorize the Board to decide on the acquisition of a maximum of 4,000,000 own shares, in one or several instalments, using the unrestricted shareholders’ equity of the company. The company’s own shares may be acquired in public trading on NASDAQ OMX Helsinki Ltd. at a price formed in public trading on the date of the acquisition. The authorization may be used to acquire shares to be used for the development of the capital structure of the company, as consideration in corporate acquisitions or industrial reorganizations and as part of the company’s incentive system and otherwise for further transfer, retention or cancellation. The Board of Directors is authorized to decide on all other terms and conditions regarding the acquisition of the company’s own shares. Based on the authorization the acquisition of the company’s own shares may be made otherwise than in proportion to the share ownership of the shareholders (directed acquisition).The authorization is effective until June 30, 2016 and cancels the corresponding authorization granted to the Board by the Annual General Meeting on March 12, 2014.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE CONVEYANCE OF THE COMPANY’S OWN SHARES
The Annual General Meeting decided to authorize the Board to decide on the transfer of own shares (share issue) held as treasury shares of a maximum of 4,000,000 shares in one or several instalments, either against or without consideration. The company’s own shares held as treasury shares may be transferred for example as consideration in corporate acquisitions or industrial reorganizations or for the development of the capital structure of the company, or as part of its incentive system. The Board of Directors is authorized to decide on all other terms and conditions regarding the transfer of own shares held as treasury shares. The transfer of own shares may be carried out in deviation from the shareholders’ pre-emptive rights to the company’s shares (directed issue). The authorization is effective until June 30, 2016 and cancels the corresponding authorization granted to the Board by the Annual General Meeting on March 12, 2014.
Board of Directors
– Kari Kauniskangas, President and CEO, tel. +358 204 39 5500
– Päivi Timonen, General Counsel, tel. +358 204 39 8264
Fiskars – Celebrating centuries of pride, passion and design. Every day.
Established in 1649 as an ironworks in a small Finnish village, Fiskars has grown to be a leading global supplier of consumer products for the home, garden and outdoors. Available in more than 60 countries, Fiskars products solve everyday problems, making daily home, garden and outdoor projects easier and more enjoyable through superior performance and design. Fiskars is listed on NASDAQ OMX Helsinki, and the company’s net sales were 768 million euro in 2014. The Group’s key international brands are Fiskars, Iittala and Gerber. www.fiskarsgroup.com