Stock exchange release
June 5, 2009
Resolutions of the Extraordinary General Meeting
RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING
Fiskars Corporation's Extraordinary General Meeting was held on June 5, 2009.
The meeting resolved to approve the Board's proposal concerning the combination
of series A shares and series K shares, a directed free share issue to the
holders of series K shares, and the amendments to the articles of association as
well as the merger plan between the company and Agrofin Oy Ab. The proposal and
the new articles of association are attached hereto.
The combination of the share series, the directed free share issue and the
amendments to the articles of association are estimated to be registered with
the Finnish Trade Register on July 30, 2009. The execution of the merger is
estimated to be registered with the Finnish Trade Register on July 31, 2009. The
record date for the combination of the share series is estimated to be July 30,
2009 and the new single class shares are estimated to become subject to public
trading as of July 31, 2009. The new shares issued as merger consideration are
estimated to become subject to public trading as of August 3, 2009.
The meeting also resolved in accordance with the Board's proposals to authorize
the Board to acquire and convey the company's own shares, altogether no more
than 4,020,000 shares. The Board may decide on the conveyance of the shares
otherwise than in proportion to the shareholders pre-emptive subscription
rights. These authorizations are conditional upon the registration of the
combination of the share series and the related amendments of the articles of
association. The authorizations will be in force until the end of the next
Annual General Meeting.
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 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 EUR 697 million in 2008, and employs some
4,100 people.
www.fiskars.fi
ATTACHMENTS:
Proposal by the Board of Directors concerning combination of series A shares and
series K shares, directed free share issue to the holders of series K shares and
amendments to the articles of association as well as approval of merger plan
between the company and Agrofin Oy Ab
Proposal by the Board of Directors for authorizing the Board of Directors to
decide on the acquisition of the company's own shares
Proposal by the Board of Directors for authorizing the Board of Directors to
decide on the conveyance of the company's own shares
Articles of Association
PROPOSAL BY THE BOARD OF DIRECTORS CONCERNING COMBINATION OF SERIES A SHARES AND
SERIES K SHARES, DIRECTED FREE SHARE ISSUE TO THE HOLDERS OF SERIES K SHARES AND
AMENDMENTS TO THE ARTICLES OF ASSOCIATION AS WELL AS APPROVAL OF MERGER PLAN
BETWEEN THE COMPANY AND AGROFIN OY AB
In accordance with the articles of association the company's shares consist of
series K and series A shares. The share series differ in that each series K
share carries twenty (20) votes while each series A share carries one (1) vote.
The total number of series K shares is 22,565,708 and series A shares
54,944,492. Both series of shares are traded publicly on the Nasdaq OMX Helsinki
Main List.
The Board of Directors proposes to the Extraordinary Shareholders Meeting that
the two share series be combined so that, following the combination, the company
will only have one new single class of shares. The shares will carry one (1)
vote each and have in all other respects equal rights. The combination of the
share series involves a directed free share issue to the holders of series K
shares and amendments to the articles of association of the company. The
transaction further involves approval of the merger plan ("Merger Plan") entered
into on April 15, 2009 between the company and Agrofin Oy Ab ("Agrofin")
concerning the merger of Agrofin into the company.
The following itemized proposals of the Board of Directors form an entirety that
requires the adoption of all its individual items as described below.
The combination of the share series together with the merger aim to increase the
company's possibilities to operate in accordance with the expectations of modern
securities markets. Combining of the current two classes of shares into one
together with the conclusion of the merger would simplify the company's
ownership structure. As a consequence of the combination of the share classes
together with the merger, the company's ownership structure would better meet
the demands of the securities markets of a simple, transparent and liquid share
ownership. The arrangements would improve and clarify the decision making in the
company when the voting rights would be divided among the shareholders in
proportion to the shareholdings. The purpose of simplifying the ownership
structure and decision making is to increase the interest of the market towards
the company's share and to increase its liquidity with the aim of increasing the
value of the share and to facilitate possible future raising of capital.
Shareholders representing more than half of the company's series A shares and
shareholders representing more than two-thirds of the company's series K shares
have in advance announced in writing that they support this proposal of the
Board of Directors.
The Board of Directors has obtained a fairness opinion from Aventum Partners Ltd
and subject to what is stated therein, the terms of the arrangement comprising
of the combination of the share series together with the merger in accordance
with the Merger Plan are fair from a financial point of view to holders of the
company's series A shares and series K shares. The auditor of the company, KPMG
Oy Ab, has given a statement confirming that the grounds for not applying the
pre-emptive rights of the shareholders in the directed free share issue
pertaining to the combination of the share series are in accordance with the
Finnish Companies Act and that the Merger Plan includes correct and sufficient
information on the grounds to determine the merger consideration.
The Board of Directors proposes to the Meeting the following:
Combination of share series
The Board of Directors proposes to the Meeting that the company's share series
be combined without increasing the share capital by amending and removing the
relevant sections of the articles of association concerning different classes of
shares as described below, so that following the combination of the share
series, the company would have only one new single class of shares. As only one
series of shares would exist upon the conversion, all shares would carry one (1)
vote each and would have equal rights. In connection with the combination of the
share series, the converted shares would be registered in the book-entry
register and are estimated to become subject to public trading approximately as
of July 31, 2009. The record date for the combination of the share series is
estimated to be July 30, 2009. The combination would not require any actions by
the shareholders.
Directed free share issue
The Board of Directors proposes that, in connection with combination of share
series described above, a free share issue be directed to the holders of series
K shares in such a way that, disapplying the pre-emptive right of the
shareholders, holders of K series shares would receive one (1) share free of
charge for each five (5) K series shares. Based on the combination of share
series and the directed free share issue, a holding of five (5) series K shares
would be converted into a holding of six (6) of the company's new single class
shares.
Each holder of series K shares as of the record date (estimated to be
July 30, 2009) would be entitled to receive new shares. The new shares would be
distributed amongst holders of series K shares in proportion to their ownership
and recorded directly to the respective shareholder's book-entry account on the
basis of information on the record date and in accordance with the regulations
and procedures of the book-entry system.
If the number of series K shares held by a holder of series K shares is not
divisible by five (5), the remaining shares will be given to Danske Markets for
sale on behalf of such holders of series K shares, as specified in more detail
by the Board of Directors and in accordance with the agreement between the
company and Danske Markets. The directed free share issue would not require any
actions by the shareholders.
A maximum of 4,513,141 shares will be issued in connection with the directed
free share issue.
The new shares will carry full shareholder rights as of the moment they are
registered.
The Board of Directors is authorized to decide upon other terms and practical
aspects of the directed free share issue.
In considering the grounds for a directed free share issue, the Board of
Directors has taken into consideration the following factors: (i) listed
companies in both Finland and internationally are increasingly switching to the
practice of having only one class of shares, and combining the two share series
is expected to improve the liquidity the company's shares; (ii) the combination
of share series as proposed by the Board of Directors would decrease the voting
rights of current series K shares from approximately 89.1 per cent to
approximately 33.0 per cent and increase the voting rights of current series A
shares correspondingly from approximately 10.9 per cent to approximately 67.0
per cent; (iii) the premium that would be given to holders of series K shares in
connection with the combination of share series is customary and reasonable; and
(iv) the dilution effect of the proposed directed share issue on the ownership
proportion for holders of series A shares would be approximately 3.9 per cent,
which can also be considered customary and reasonable in connection with the
combination of the share series.
It is the view of the Board of Directors that combining the share series
together with the merger is in the interests of the company and all its
shareholders. The Board of Directors considers that, taking into consideration
the above, exceptional financial grounds exist for the directed share issue
pertaining to the combination of the share series.
The Board of Directors believes that the combination of share series and the
connected directed free share issue would create benefits for holders of series
A shares and for the company that are equal to those for holders of series K
shares through the directed free share issue. It is the view of the Board of
Directors that the combination of the share series and the thereto pertaining
directed free share issue can be considered reasonable in terms of the overall
benefit for the company and all its shareholders.
Amendment of the articles of association
The Board of Directors proposes that the Meeting resolve to remove the
provisions in the articles of association concerning the different share series
from article 3 of the articles of association so that article 3 would read as
follows:
"Bolaget har ett aktieslag. Varje aktie medför rätt att vid bolagsstämma rösta
med 1 röst."
The Board of Directors proposes that the Meeting resolve to remove article 4 of
the articles of association concerning the right of conversion. The numbering of
the articles of association shall be amended so that it remains coherent
subsequent to the amendments.
In addition, the Board of Directors proposes that the Meeting resolve to amend
articles 1 and 8 (proposed article 7) of the articles of association as a
consequence of the consolidation of municipalities.
Article 1 shall be amended to read as follows:
"Bolagets firma är Fiskars Oyj Abp, på engelska Fiskars Corporation, och hemort
Raseborg."
Article 8 (proposed article 7) shall be amended to read as follows:
"Ordinarie bolagsstämma kan hållas antingen i Raseborg eller i Helsingfors."
The Board of Directors proposes that the entry into force and registration of
the amendments of the articles of association shall be subject to the conditions
for the execution of the merger set forth in the Merger Plan and described
below, having been fulfilled (except for the condition for execution of the
merger requiring registration of the amendments of the articles of association).
Approval of the Merger Plan between the company and Agrofin
The Board of Directors proposes that the Meeting resolve to approve the Merger
Plan. Under the Merger Plan, Agrofin would merge into the company through an
absorption merger, in accordance with chapter 16, section 2, subsection 1(1) of
the Finnish Companies Act, so that the assets and liabilities of Agrofin would
be transferred to the company without liquidation proceedings.
The Board of Directors proposes that the Meeting, by approving the Merger Plan,
shall also resolve on a share issue for the payment of the merger consideration
so that the consideration to the shareholders of Agrofin for the shares in
Agrofin shall be 11,863,964 new shares issued by the company.
The Merger Plan has been registered with the Trade Register on April 20, 2009.
The merger is part of an arrangement aiming to increase the company's
possibilities to operate in accordance with the expectations of modern
securities markets. In order to reach these objectives, the intention of the
company is to combine its current two classes of shares into one and conclude
the merger, and thereby simplify its ownership structure. As a consequence of
the combination of the share classes and the merger, the company's ownership
structure will better meet the demands of the securities markets of a simple,
transparent and liquid share ownership. The arrangements improve and clarify the
decision making in the company when the voting rights are divided among the
shareholders in proportion to the shareholdings. The purpose of simplifying the
ownership structure and decision making is to increase the interest of the
market towards the company's share and to increase its liquidity with the aim of
increasing the value of the share and to facilitate possible future raising of
capital.
Pursuant to the Merger Plan, the shareholders of Agrofin will receive as merger
consideration the same number of newly issued shares in the company as the
number of shares in the company held by Agrofin at the time of completion of the
Merger. The merger consideration will be distributed to the shareholders of
Agrofin in proportion to their ownership in Agrofin. There will be no other
merger consideration than new shares issued by the company. The share capital of
the company shall not be increased in connection with the registration of the
merger. The entire increase of equity capital resulting from the merger
consideration is entered into the reserve for invested unrestricted equity,
i.e., the unrestricted equity of the company. The shares issued as merger
consideration will entitle to dividends and other shareholder's rights from the
time the execution of the merger has been registered with the Trade Register.
The implementation of the Merger Plan and execution of the merger is subject to
each of the following conditions: (i) the general meeting of the company having
resolved to combine the shares in different share classes and the corresponding
amendment of the articles of association and the share issue without
consideration having been registered with the Trade Register; (ii) Agrofin's
balance sheet having been prepared applying the principles applicable to the
preparation of final accounts and being in accordance with Appendix 3 of the
Merger Plan, and Mr. Sixten Nyman, the auditor of Agrofin, having audited and
approved the balance sheet applying the applicable audit rules and regulations;
and (iii) all necessary approvals of authorities having been obtained and being
in force. The Board of Directors has the right to decide in its reasonable
discretion whether the prerequisites set forth in (ii) above are satisfied and
whether the conditions precedent to the implementation of the Merger Plan and
the execution of the merger have been satisfied.
The intended date for the implementation of the merger is without delay after
the fulfillment of the conditions and as soon as practicable after the creditor
claims due date. The objective is that the merger becomes effective on July
31, 2009.
The completion of the merger in accordance with the Merger Plan will have no
effect on the assets, liabilities, shareholders' equity or the share capital
structure of the company.
As a result of the Merger, the number of outstanding shares in the company will
not change, and hence, the shareholdings of the other shareholders of the
company will not be affected.
At the time of the completion of the merger, Agrofin will own 11,863,964 single
class shares in the company. In the merger the company will not assume any
obligations or liabilities. The shareholders of Agrofin have, pursuant to a
separate undertaking, agreed to indemnify and hold harmless the company against
any actual loss resulting from any obligation or liability of Agrofin should
such obligations or liabilities appear after the completion of the merger.
PROPOSAL BY THE BOARD OF DIRECTORS FOR AUTHORIZING THE BOARD OF DIRECTORS TO
DECIDE ON THE ACQUISITION OF THE COMPANY'S OWN SHARES
The Board of Directors proposes that the Meeting authorize the Board of
Directors to acquire with the company's unrestricted equity the company's own
shares altogether no more than 4,020,000 shares, taking into account the
provisions of the Finnish Companies Act regarding the maximum amount of own
shares that the company is allowed to possess. The proposed amount corresponds
to less than 5 per cent 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 the company's shares in public trading at
the time of the purchase. The acquisition of own 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 be conditional upon the registration of the combination
of the share series and the thereto related amendments of the articles of
association. This authorization shall replace the authorization that has been
given by the Annual General Meeting held on March 16, 2009. This authorization
shall be in force until the end of the next Annual General Meeting.
PROPOSAL BY THE BOARD OF DIRECTORS FOR AUTHORIZING THE BOARD OF DIRECTORS TO
DECIDE ON THE CONVEYANCE OF THE COMPANY'S OWN SHARES
The Board of Directors proposes that the Meeting authorize the Board of
Directors to convey the company's own shares of a maximum of 4,020,000 shares.
The Board of Directors shall be authorized to determine to whom and in what
order the company's shares shall be conveyed. The Board of Directors may decide
on the conveyance of the shares otherwise than in proportion to the shareholders
pre-emptive subscription rights.
The Board of Directors 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 conditional upon the registration of the combination
of the share series and the thereto related amendments of the articles of
association. This authorization shall replace the authorization that has been
given by the Annual General Meeting held on March 16, 2009. This authorization
shall be in force until the end of the next Annual General Meeting.
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 § Ordinary Shareholders' Meetings (Annual General Meetings) can be held either
in Raasepori or in Helsinki.
Notices of Shareholders' Meetings shall be published in at least three (3) daily
newspapers in general distribution, chosen 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.