Stock exchange release March 16, 2010
Resolutions of the Annual General Meeting 2010
RESOLUTIONS OF THE ANNUAL GENERAL MEETING 2010 The Annual General Meeting of shareholders on March 16, 2010 approved the financial statements for 2009. It was decided to pay a dividend of 0.52 euro per share. The record date for the dividend is March 19, 2010. The dividend will be paid on March 26, 2010. The members of the Board and the President and CEO were discharged from liability for the 2009 financial year. The number of Board members was decided to be nine. Mr. Kaj-Gustaf Bergh, Mr. Ralf Böer, Mr. Alexander Ehrnrooth, Mr. Paul Ehrnrooth, Ms. Louise Fromond, Mr. Gustaf Gripenberg, Ms. Ingrid Jonasson Blank, Mr. Karsten Slotte, and Mr. Jukka Suominen were elected. The term of the Board members will expire at the end of the Annual General Meeting in 2011. The Meeting approved the following remuneration to the members of the Board of Directors: - To the ordinary members 35,000 euros/year - To the vice chairman 50,000 euros/year - To the chairman 70,000 euros/year - In addition, per Board and Committee meeting attended, each member will be paid 600 euros, the Chairman will be paid 1,100 euros and the Chairman of the Audit Committee will be paid 1,100 euros per Audit Committee meeting. KPMG Oy Ab was elected auditor and they nominated Mr. Mauri Palvi, APA, as responsible auditor. It was decided to pay the auditors' fees as invoiced. 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 shares may be acquired in derogation to the pre-emptive right of the shareholders to the shares of the company in public trading on NASDAQ OMX Helsinki Ltd at market price. This authorization shall remain in force until the end of the next Annual General Meeting. The Annual General Meeting decided to authorize the Board to decide on the conveyance of own shares in the company's possession altogether no more than 4,000,000 shares in one or several instalments, either against payment or without payment. The Board may decide on the conveyance of the shares also in derogation of the pre-emptive right of the shareholders to the shares of the company. This authorization shall remain in force until the end of the next Annual General Meeting. The Annual General Meeting decided to amend item 7 of the Articles of Association, the amended wording reading as follows: "Shareholders' Meetings (General Meetings) can be held either in Raasepori or Helsinki. Notices to Shareholders' Meetings shall be published on the company's website and in another manner possibly decided by the Board of Directors." The new Articles of Association are attached to this release. Convening after the Annual General Meeting, the Board elected Kaj-Gustaf Bergh its chairman and Alexander Ehrnrooth and Paul Ehrnrooth vice chairmen. The Board decided to establish an Audit Committee, a Compensation Committee and a Nomination Committee. The Board appointed Gustaf Gripenberg chairman of the Audit Committee and its other members Alexander Ehrnrooth, Paul Ehrnrooth, Louise Fromond, and Karsten Slotte. The Board appointed Kaj-Gustaf Bergh chairman of the Compensation Committee and its other members Ralf Böer, Ingrid Jonasson Blank, and Jukka Suominen. The Board appointed Kaj-Gustaf Bergh chairman of the Nomination Committee and its other members Alexander Ehrnrooth and Paul Ehrnrooth. FISKARS CORPORATION Kari Kauniskangas President and CEO Fiskars is a leading global supplier of consumer products for the home, garden, and outdoors. The group has a strong portfolio of respected international brands, including Fiskars, Iittala, Gerber, Buster, and Silva. Founded in 1649 and listed on NASDAQ OMX Helsinki, Fiskars is Finland's oldest company. Fiskars recorded net sales of EUR 663 million in 2009, and employs some 3,600 people in over 20 countries. www.fiskarsgroup.com APPENDIX ARTICLES OF ASSOCIATION OF FISKARS CORPORATION 1 § The Company name is Fiskars Oyj Abp, in English Fiskars Corporation, and its domicile is Raasepori. 2 § The Company's business consists of industrial manufacturing and operations related thereto, as well as agriculture and forestry. 3 § The Company has a single class of shares. Each share entitles its holder to cast 1 vote at a Shareholders' Meeting. 4 § The shares in the Company belong to the Book Entry Securities System. 5 § The Board of Directors consists of at least five and not more than nine ordinary members. 6 § The right to represent the Company is vested in the Chairman of the Board of Directors and the Managing Director, each one alone, or in two members of the Board of Directors two together. The Board of Directors may authorize one or several persons to represent the Company, either alone or with another, similarly authorized person, two together. The Board of Directors decides on the granting of rights to sign for the Company per procuram. 7 § Shareholders' Meetings (General Meetings) can be held either in Raasepori or Helsinki. Notices to Shareholders' Meetings shall be published on the company's website and in another manner possibly decided by the Board of Directors. 8 § A shareholder wishing to attend a Shareholders' Meeting shall give advance notice of such intention at the latest at the venue and date specified in the notice of meeting, which date may precede the meeting by ten days at the most. 9 § The business of the Ordinary Shareholders' Meeting includes: PRESENTING 1. The financial statement and consolidated financial statement as well as the report by the board of directors, and 2. The Auditors' report; DECIDING ON 3. The adoption of the financial statement and consolidated financial statement, 4. The use of the profit reflected by the balance sheet, 5. Discharging the members of the Board of Directors and the Managing Director from personal liability, 6. The number of ordinary members of the Board of Directors, 7. The emoluments payable to the members of the Board of Directors, and 8. The emolument payable to the Auditor; ELECTING 9. Members of the Board of Directors, and 10. An Auditor; and furthermore DEALING WITH 11. Any other matters on the agenda.