NOTICE OF ANNUAL GENERAL MEETING
FISKARS CORPORATION STOCK EXCHANGE RELEASE 14 February, 2008 at 8.45 am
NOTICE OF ANNUAL GENERAL MEETING The shareholders of Fiskars Corporation are invited to attend the Annual General Meeting scheduled at 3:00 p.m. on Tuesday, March 25, 2008. The meeting will be held at the Helsinki Fair Centre, the Congress Wing (Messuaukio 1, Helsinki). The following matters will be on the agenda: 1. Matters pertaining to the Annual General Meeting as stated in Article 14 of the Articles of Association and the Companies Act 2. Amendment of the Articles of Association The Board of Directors proposes that the General Meeting decides to amend the Articles of Association due to the new Companies Act, which entered into force on September 1, 2006, as follows: - the stipulations on the minimum and maximum amount of the company's share capital and number of shares will be deleted, the dividend subsection is clarified, and the mentioning of the reserve fund is deleted (3 §) - the stipulations concerning the record date will be deleted (5 §) - the stipulations regarding the deputy members, Board's term of office, election of the Chairman and quorum will be deleted (6 §) - 7 § will be deleted - the terminology concerning the representation of the company will be adjusted (8 §) - 9 § will be deleted - 10 § will be deleted - references to the date for the General Meeting will be deleted (11 §) - 12 § will be deleted - second paragraph of 13 § will be deleted - the agenda of the Annual general Meeting will be amended to correspond to the Companies Act (14 §). 3. The Board of Directors' proposal for an authorization to the Board of Directors to acquire the Company's own shares The Board proposes that the General Meeting authorize the Board to acquire with the company's distributable equity the company's own shares altogether no more than 3,875,509 of which no more than 2,747,224 are series A shares and no more than 1,128,285 are series K shares, taking into consideration the provisions of the Companies Act regarding the maximum amount of own shares that the Company is allowed to possess. The proposed amount corresponds to less than 5 percent 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 Fiskars Corporation shares in public trading at the time of purchase. The acquisition of 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 remain in force until the end of the next Annual General Meeting. 4. The Board of Directors' proposal for an authorization to the Board of Directors to convey the Company's own shares The Board proposes that the General Meeting authorize the Board to convey the company's own shares of a maximum of 2,747,224 of series A shares and a maximum of 1,128,285 of series K shares. The Board shall be authorized to determine to whom and in what order the company's shares shall be conveyed. The Board may decide on the conveyance of the shares otherwise than in proportion to the shareholders' pre-emptive subscription rights. The Board 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 in force until the end of the next Annual General Meeting. Annual General Meeting documents Copies of the financial statements and the proposals of the Board of Directors will be available for shareholders for inspection as of March 18, 2008 at Fiskars Corporation's central office at Mannerheimintie 14 A, Helsinki as well as on the company's web site www.fiskars.fi. Copies of the documents will be mailed to shareholders upon request. Right to attend the meeting A shareholder who at the latest on March 14, 2008 is registered as shareholder in the shareholders' register of the company maintained by Finnish Central Securities Depository Limited has the right to attend the General Meeting. In order to enable participation at the General Meeting, nominee registered shareholders shall contact the relevant account holder so that a temporary registration at the latest March 14, 2008 can be made in the shareholders' register. Notification of participation Shareholders wishing to attend the General Meeting shall notify the company of their intention to participate not later than Monday, March 17, 2008 by 3.00 p.m. - on the Fiskars Corporation web site www.fiskars.fi, - by letter to Fiskars Corporation, P.O. Box 235, 00101 Helsinki, Finland, - by telefax +358 9 604 053, or - by phone Monday-Friday between 9.00 a.m. and 3.00 p.m. at telephone +358 9 6188 6231. The notification shall be at the company's possession by the end of the said notification period. Please forward possible proxies to the postal address given above prior to the expiry of the notification period. Election of the members of the Board of Directors The Nomination Committee of the Board of Directors proposes to the General Meeting that the number of members of the Board of Directors shall be nine and the following individuals shall be elected to the Board: Mr. Kaj-Gustaf Bergh, Mr. Alexander Ehrnrooth, Mr. Paul Ehrnrooth, Mr. Ralf Böer, Ms. Ilona Ervasti-Vaintola, Mr. Gustaf Gripenberg, Mr. Karl Grotenfelt and, as new members, Mr. Karsten Slotte, the President and CEO of Oy Karl Fazer Ab and Mr. Jukka Suominen, M.Sc. (Eng.), B.Sc. (Econ.). All the above individuals have given their consent to the election and have stated as their intention, should they be elected, to nominate Mr. Kaj-Gustaf Bergh Chairman and to nominate Mr. Alexander Ehrnrooth and Mr. Paul Ehrnrooth Vice Chairmen. The Compensation Committee of the Board of Directors proposes that the annual fees of the members of the Board shall be EUR 35,000, the Vice Chairmen EUR 50,000 and the Chairman EUR 65,000. In addition it is proposed that the Board members be paid a fee of EUR 550 per Board and Committee meeting, and that the Chairman of the Board of Directors be paid a fee of EUR 1,100 per Board and Committee meeting and the Chairman of the Audit Committee be paid a fee of EUR 1,100 per Audit Committee meeting and that the Board members are reimbursed for their travel and other expenses incurred due to their activities in the interest of the company. Proposal for Auditors The Nomination Committee of the Board of Directors proposes that KPMG Oy Ab, Authorized Public Accountants firm, authorized by the Central Chamber of Commerce of Finland, be appointed the company's auditors. Dividend The Board of Directors proposes to the General Meeting that a dividend of EUR 0.80 per share of series A and EUR 0.78 share of series K shall be paid for the financial period that ended on December 31, 2007. The dividend will be paid to shareholders who are registered in the shareholders' register maintained by Finnish Central Securities Depository Limited on the record date, which is March 28, 2008. The dividend payment date proposed by the Board is April 1, 2008. Helsinki, February 13, 2008 Board of Directors Fiskars Corporation Jutta Karlsson Leena Kahila-Bergh General Counsel Vice President, Corporate Communications