Shares issued in Fiskars’ directed free share issue registered with the Trade Register
SHARE ISSUED IN FISKARS' DIRECTED FREE SHARE ISSUE AND COMBINATION OF SHARE
SERIES REGISTERED WITH THE TRADE REGISTER
A total of 4,513,141 new shares issued in Fiskars Corporation's directed free
share issue have been registered with the Trade Register on July 30, 2009.
Shareholders have full rights to these new shares as of the moment they are
In connection with the combination of the share series, the Extraordinary
General Meeting of Fiskars on June 5, 2009 decided on a free share issue to the
holders of series K shares in such a way that, disapplying the pre-emptive right
of the shareholders, holders of series K shares would receive one (1) new share
free of charge for each five (5) K-series shares. As a result of the combination
of the share series and the free share issue the holders of five (5) K-series
shares will hold six (6) new shares.
To the extent the number of series K shares is not divisible by five (5), Danske
Markets will sell the fractions for and on behalf of such holders of K-series
shares, whose holdings of K-shares was not divisible by five (5). The shares
will be sold today in public trading arranged by Nasdaq OMX Helsinki Oy and the
price is determined in accordance with the prevailing trading price. Danske
Markets will declare the funds from the sales of these shares approximately on
August 4, 2009 and the funds will be deposited in the cash accounts connected
with the book-entry accounts of the shareholders approximately on August 5,
The new shares issued in the share issue will be recorded in the book-entry
accounts of the shareholders entitled to the shares on the basis of their
registration and will become traded publicly as of July 31, 2009.
At the same time, the combination of the share series as well as the amendments
to the Articles of Association have been registered with the Trade Register. The
new Articles of Association are attached to this stock exchange release.
As a result of the free share issue and the combination of the share series the
total number of Fiskars Corporation's shares will increase to 82,023,341. The
share issue has no effect on the share capital of the company.
General Counsel Jutta Karlsson, tel. +358 9 6188 6218
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 697 million in 2008, and employs some
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
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
The Board of Directors decides on the granting of rights to sign for the Company
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:
1. The financial statement and consolidated financial statement as well as the
report by the board of directors, and
2. The Auditors' report;
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;
9. Members of the Board of Directors, and
10. An Auditor; and furthermore
11. Any other matters on the agenda.