Resolutions of Fiskars Corporation’s Annual General Meeting 2022
Fiskars Corporation
Stock Exchange Release
March 16, 2022 at 16:45 EET
Resolutions of Fiskars Corporation’s Annual General Meeting 2022
The Annual General Meeting of shareholders of Fiskars Corporation was held at Itämerentori 2, Helsinki, on March 16, 2022. In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting was held without shareholders’ and their proxy representatives’ presence at the venue of the meeting. The shareholders of the company participated in the meeting and exercised their shareholder’s rights by voting in advance or through a proxy representative designated by the company. A total of 163 shareholders representing 47,594,337 shares and votes were represented at the meeting. The AGM supported all the proposals by the Board of Directors by at least 96 percent of the votes cast. The Annual General Meeting approved the financial statements for 2021 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 0.76 per share for the financial period that ended on December 31, 2021. The dividend will be paid in two instalments. The ex-dividend date for the first instalment of EUR 0.38 per share shall be on March 17, 2022. The first instalment will be paid to a shareholder who is registered in the shareholders’ register of the company maintained by Euroclear Finland Ltd. on the dividend record date March 18, 2022. The payment date for this instalment is March 25, 2022.
The second instalment of EUR 0.38 per share will be paid in September 2022. The second instalment will be paid to a shareholder who is registered in the shareholders’ register of the company maintained by Euroclear Finland Oy on the dividend record date, which, together with the payment date, shall be decided by the Board of Directors in its meeting scheduled for September 7, 2022. The ex-dividend date for the second instalment would be September 8, 2022, the dividend record date for the second instalment would be September 9, 2022 and the dividend payment date September 16, 2022, at the latest.
REMUNERATION REPORT FOR GOVERNING BODIES
The Annual General Meeting decided to adopt the Remuneration Report for the governing bodies.
REMUNERATION POLICY OF THE GOVERNING BODIES
The Annual General Meeting decided to adopt the adjusted Remuneration Policy for the governing bodies.
ELECTION AND REMUNERATION OF THE BOARD OF DIRECTORS
The Annual General Meeting decided that the Board of Directors shall consist of eight (8) members. Albert Ehrnrooth, Paul Ehrnrooth, Louise Fromond, Jyri Luomakoski, and Ritva Sotamaa were re-elected to the Board of Directors. Julia Goldin, Carl-Martin Lindahl and Volker Lixfeld were elected as new members of the Board of Directors. The term of the Board members will expire at the end of the Annual General Meeting in 2023.
Convening after the Annual General Meeting held on March 16, 2022, the Board of Directors elected Paul Ehrnrooth as its Chairman and Jyri Luomakoski as the Vice Chairman. The Board decided to establish a Nomination Committee and appointed Paul Ehrnrooth (Chairman), Louise Fromond and Jyri Luomakoski as the members and Alexander Ehrnrooth as an external member to the Nomination Committee and further decided to establish an Audit Committee and appointed Jyri Luomakoski (Chairman), Albert Ehrnrooth, Louise Fromond and Ritva Sotamaa as the members of the Audit Committee and a Human Resources and Compensation Committee and appointed Paul Ehrnrooth (Chairman), Jyri Luomakoski, Carl-Martin Lindahl and Volker Lixfeld, as the members of the committee.
The Annual General Meeting decided that the annual fees of the members of the Board shall be EUR 70,000, the annual fees of the Vice Chairman EUR 105,000 and the annual fees of the Chairman of the Board EUR 140,000. In addition, for the Board and Committee meetings other than the meetings of the Audit Committee, 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 Chairmen of the Board of Directors and said Committees shall be paid a fee of EUR 1,500 per meeting. For meetings of the Audit Committee, the Board members residing in Finland shall be paid a fee of EUR 1,000 per meeting and the Board members residing abroad shall be paid a fee of EUR 2,250 per meeting and the Chairman of the Audit Committee shall be paid a fee of EUR 2,500 per meeting. For Board/Committee meetings held per capsulam or as teleconference, it was decided that the Chairmen of the Board of Directors as well as said Committees be paid a fee per meeting that does not differ from meeting fees otherwise payable to them and the Board/Committee members be paid a fee of EUR 750 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
Ernst & Young, Authorized Public Accountants firm, was re-elected as auditor for the term that will expire at the end of the Annual General Meeting in 2023. Ernst & Young has announced that the responsible auditor will be Kristina Sandin, 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 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, 2023, and it does not cancel the corresponding authorization granted to the Board by the Annual General Meeting on March 11, 2021.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE TRANSFER 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 also 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, 2023, and cancels the corresponding authorization granted to the Board by the Annual General Meeting on March 11, 2021.
FISKARS CORPORATION
Board of Directors
Further information:
Päivi Timonen, Chief Legal Officer, tel. +358 40 776 8264
Making the everyday extraordinary
Fiskars Group’s vision is to create a positive, lasting impact on our quality of life. Our brands Fiskars, Gerber, Iittala, Royal Copenhagen, Waterford, and Wedgwood are present in people’s everyday lives – at home, in the garden, and outdoors. This gives us an opportunity to make the everyday extraordinary today, and for future generations. We have a presence in 30 countries, and our products are available in more than 100 countries. Our shares are listed on the Nasdaq Helsinki (FSKRS). Please visit us at www.fiskarsgroup.com for more information and follow us on Twitter @fiskarsgroup.