NOTICE TO FISKARS CORPORATION ANNUAL GENERAL MEETING
Fiskars Corporation
Stock Exchange Release
February 4, 2022 at 08:45 EET
NOTICE TO FISKARS CORPORATION ANNUAL GENERAL MEETING
Notice is given to the shareholders of Fiskars Corporation to the Annual General Meeting to be held on Wednesday, March 16, 2022 at 3.00 p.m. at Fiskars Group Campus.
The shareholders of the company can only participate in the meeting and exercise their shareholder’s rights by voting in advance or through a proxy representative designated by the company as well as by submitting counterproposals and asking questions in advance. It is not possible to attend the meeting in person. Instructions for shareholders are provided in section C of this notice (Instructions for the participants in the Annual General Meeting).
The Board of Directors of the company has resolved on extraordinary meeting procedures pursuant to temporary legislation (375/2021) that entered into force on May 8, 2021. In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the venue of the meeting. This is necessary in order to ensure the health and safety the company’s shareholders, personnel and other stakeholders and in order to hold the meeting in a predictable manner so that shareholders have equal opportunities to participate, whilst ensuring compliance with the restrictions imposed by the authorities, as in force from time to time.
Shareholders, who have registered for the Annual General Meeting, can follow the Annual General Meeting via a live webcast. Shareholders following the meeting in this manner are not considered as participants in the Annual General Meeting. Accordingly, during the meeting, such shareholders will not have the possibility to address the meeting or participate in any vote, among other things.
A. Matters on the Agenda of the Annual General Meeting
At the Annual General Meeting, the following matters shall be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney-at-law Johan Aalto will act as the Chairperson of the meeting. In the event Johan Aalto is prevented for a weighty reason from acting as the Chairperson, the Board of Directors will appoint the person it deems most suitable to act as the Chairperson.
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
The company’s Chief Legal Officer Päivi Timonen will scrutinise the minutes and supervise the counting of votes. In the event Päivi Timonen is prevented for a weighty reason from scrutinising the minutes and supervising the counting of votes, the Board of Directors will appoint the person it deems most suitable to scrutinise the minutes and supervise the counting of votes.
4. Recording the legality and quorum of the meeting
5. Recording the attendance at the meeting and adopting the list of votes
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Companies Act shall be deemed shareholders participating in the meeting. The list of votes will be adopted based on information furnished by Euroclear Finland Oy and Innovatics Oy.
6. Presentation of the financial statements, the report of the Board of Directors, and the auditor’s report for the year 2021
- Review by the CEO
Since the Annual General Meeting may only be attended by voting in advance, the company's 2021 annual report, which includes the financial statements of the company, the report of the Board of Directors and the auditor's report, and which is available on the company's website no later than February 23, 2022, is deemed to have been presented to the Annual General Meeting.
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.76 per share shall be paid for the financial period that ended on December 31, 2021. The dividend shall 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 shall 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 March 18, 2022. The payment date proposed by the Board of Directors for this instalment is March 25, 2022.
The second instalment of EUR 0.38 per share shall be paid in September 2022. The second instalment shall 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 then be September 8, 2022, the dividend record date September 9, 2022 and the dividend payment date September 16, 2022, at the latest.
9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO for the financial period January 1 to December 31, 2021
10. Adoption of the remuneration report of the governing bodies
The Board of Directors proposes that the Annual General Meeting adopts the remuneration report for the governing bodies.
Since the Annual General Meeting may only be attended by voting in advance, the remuneration report, which is available on the company’s website at www.fiskarsgroup.com no later than February 23, 2022, is deemed to have been presented to the Annual General Meeting.
11. Consideration of the remuneration policy of the governing bodies
The remuneration policy of the governing bodies was adopted by the 2020 Annual General Meeting. The remuneration policy must be presented to the General Meeting at least every four years or every time a material change is made to the policy.
The Board of Directors proposes to the Annual General Meeting that the remuneration policy for the governing bodies be adjusted regarding section 3 (Remuneration of the Board of Directors) as well as that certain amendments of a technical nature be made.
The proposal for the adjusted remuneration policy for the governing bodies is available on the company’s website at https://fiskarsgroup.com/investors/corporate-governance/annual-general-meeting-of-shareholders/annual-general-meeting-2022/ no later than on February 23, 2022.
12. Resolution on the remuneration of the members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the annual fees of the members of the Board of Directors shall be EUR 70,000, the annual fee of the Vice Chairman EUR 105,000 and the annual fee of the Chairman EUR 140,000. In addition, it is proposed that for Board and Committee meetings other than the meetings of the Audit Committee, the Board/Committee members residing in Finland be paid a fee of EUR 750 per meeting and the Board/Committee members residing abroad be paid a fee of EUR 2,000 per meeting and the Chairmen of the Board of Directors and said Committees be paid a fee of EUR 1,500 per meeting. For meetings of the Audit Committee, it is proposed that the Committee members residing in Finland be paid a fee of EUR 1,000 per meeting and the Committee members residing abroad be paid a fee of EUR 2,250 per meeting and the Chairman of the Audit Committee be paid a fee of EUR 2,500 per meeting. For Board/Committee meetings held per capsulam or as teleconference, it is proposed 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.
It is further proposed by the Nomination Committee that the members of the Board of Directors are reimbursed for their travel and other expenses incurred due to their activities in the interest of the company.
According to the proposal of the Nomination Committee, the remuneration of the members of Board of Directors would be in accordance with the company’s remuneration policy.
13. Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the Annual General Meeting that the number of members of the Board of Directors shall be eight.
14. Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the Annual General Meeting that the following individuals shall be re-elected to the Board of Directors: Albert Ehrnrooth, Paul Ehrnrooth, Louise Fromond, Jyri Luomakoski and Ritva Sotamaa. Inka Mero, Fabian Månsson and Peter Sjölander have informed the company that they will no longer be available for re-election to the Board of Directors. The Nomination Committee proposes further that the Annual General Meeting shall elect Julia Goldin, Carl-Martin Lindahl and Volker Lixfeld as new members of the Board of Directors. Information about the experience and former positions of the proposed members of the Board of Directors is available on Fiskars Corporation’s website at https://fiskarsgroup.com/investors/corporate-governance/annual-general-meeting-of-shareholders/annual-general-meeting-2022.
All the above individuals have given their consent to the election and stated as their intention, should they be elected, to elect Paul Ehrnrooth as Chairman and Jyri Luomakoski as Vice Chairman of the Board of Directors. Further, all the above individuals have stated as their intention, should they be elected, to establish a Nomination Committee and appoint Paul Ehrnrooth as its Chairman, Louise Fromond and Jyri Luomakoski as its members and Alexander Ehrnrooth as its external member. Further, the elected individuals above have stated as their intention, should they be elected, to establish an Audit Committee and a Human Resources and Compensation Committee with members to be appointed among the Board members.
15. Resolution on the remuneration of the auditor
The Board of Directors proposes the remuneration of the auditor to be paid according to the reasonable invoice approved by the Board of Directors.
16. Election of auditor
The Board of Directors proposes to the Annual General Meeting, in accordance with the recommendation of the Audit Committee of the Board of Directors, that Ernst & Young Oy, Authorized Public Accountants firm, be reappointed as the company's auditor.
17. Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on the acquisition in total 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 at the time 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 a part of the company’s incentive system as well as 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. The authorization does not cancel the corresponding authorization granted to the Board of Directors by the Annual General Meeting on March 11, 2021.
18. Authorizing the Board of Directors to decide on the transfer of the company's own shares held as treasury shares (share issue)
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on the transfer of a total maximum of 4,000,000 own shares held as treasury shares (share issue), 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 of Directors by the Annual General Meeting on March 11, 2021.
19. Closing of the meeting
B. Documents of the Annual General Meeting
The aforementioned proposals by the Board of Directors and its Committees for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Fiskars Corporation’s website at www.fiskarsgroup.com. The company’s financial statements, the report of the Board of Directors and the auditor’s report as well as the remuneration report and the remuneration policy of Fiskars Corporation adopted in the Annual General Meeting 2020 and the proposal for the adjusted remuneration policy for the governing bodies are available on the aforementioned website no later than February 23, 2022.
The minutes of the Annual General Meeting will be available on the aforementioned website as from March 30, 2022, at the latest.
C. Instructions for the participants in the Annual General Meeting
In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be arranged so that a shareholder or his/her proxy representative may not be present at the venue of the meeting. The shareholder can participate in the Annual General Meeting and exercise his/her shareholder’s rights only by voting in advance or through a proxy representative in accordance with the instructions set out below. Shareholders, who have registered for the Annual General Meeting, can follow the Annual General Meeting via a live webcast. Shareholders or their proxies following the meeting in this manner are not considered as participants in the Annual General Meeting. Accordingly, such shareholders or their proxies will not have the possibility to address the meeting or participate in any vote during the Annual General Meeting. Shareholders are requested to note that the webcast will be held only if it can be arranged in compliance with all regulatory rules and restrictions imposed by the Finnish authorities due to the COVID-19 pandemic. Further information and instructions on following the webcast are available on the company’s website https://fiskarsgroup.com/investors/corporate-governance/annual-general-meeting-of-shareholders/annual-general-meeting-2022/
A video link and password to follow the meeting online will be sent by email and as a text message to the email address and phone number provided in connection with the registration. Following the meeting via the video stream is possible only for shareholders who are registered as shareholders of the company on the record date of the Annual General Meeting. Following the meeting via the video stream does not constitute participation in the Annual General Meeting. The voting list and results of votes of the Annual General Meeting shall be made solely based on the advance voting.
1. Shareholders registered in the shareholders’ register of the company
Each shareholder, who is registered on March 4, 2022 in the shareholders’ register of the company held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company. Shareholders can participate in the meeting and use their shareholder’s rights only by voting in advance themselves or through a proxy representative as described below.
2. Registration and voting in advance
The registration and advance voting begin on February 25, 2022, when the deadline for submitting counterproposals to be put to a vote has expired. A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the Annual General Meeting by submitting advance votes, shall register for the Annual General Meeting and vote in advance no later than on March 10, 2022 at 4.00 p.m. EET by which time the registration and votes must be received.
In connection with the registration, a shareholder shall notify the requested information, such as his/her name, personal/business ID, email address or telephone number, as well as the name of a possible proxy representative or legal representative, and the personal ID of the proxy representative or legal representative. The personal data given by the shareholders or proxy representatives to Fiskars Corporation or Innovatics Oy is used only in connection with the Annual General Meeting and with the processing of necessary related registrations. For further information on how Fiskars Corporation processes personal data, please review Fiskars Corporation’s privacy notice regarding the Annual General Meeting, which is available at https://fiskarsgroup.com/investors/corporate-governance/annual-general-meeting-of-shareholders/annual-general-meeting-2022/ or can be requested by email from seija.hanninen@fiskars.com.
A shareholder who has a Finnish book-entry account can register and vote in advance on certain items on the agenda of the Annual General Meeting during the period beginning on February 25, 2022 and ending on March 10, 2022 at 4.00 p.m. EET in the following manners:
a) Through the company’s website at https://fiskarsgroup.com/investors/corporate-governance/annual-general-meeting-of-shareholders/annual-general-meeting-2022/
Online registration and voting in advance require that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.
b) By mail or email
A shareholder may submit the advance voting form available on the company's website at https://fiskarsgroup.com/investors/corporate-governance/annual-general-meeting-of-shareholders/annual-general-meeting-2022/ as of February 25, 2022 or corresponding information by mail to Innovatics Oy to the address Innovatics Oy, AGM/Fiskars Corporation, Ratamestarinkatu 13 A, 00520 Helsinki or by email to agm@innovatics.fi. If a shareholder participates in the Annual General Meeting by submitting advance votes by mail or email to Innovatics Oy, the submission of votes before the due date of the registration period and advance voting constitutes due registration for the Annual General Meeting provided that the aforementioned information required for the registration is received.
The advance voting instructions will be available on the company’s website at https://fiskarsgroup.com/investors/corporate-governance/annual-general-meeting-of-shareholders/annual-general-meeting-2022/ before the advance voting begins. Additional information is also available during the registration time by telephone on the number +358 10 2818 909 from Monday to Friday 9.00 a.m. to 12.00 a.m. and 1.00 p.m. to 4.00 p.m.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. Also the proxy representative shall vote in advance in a manner set out in this notice. Due to the COVID-19 pandemic, shareholders not voting in advance can exercise shareholders’ rights through a centralised proxy representative designated by the company by authorising attorney-at-law Annemari Rosi from Hannes Snellman Attorneys Ltd, or a person appointed by her, to represent them at the Annual General Meeting in accordance with the voting instructions of the shareholder. Further information about the designated proxy representative is available at www.hannessnellman.com/people/all/annemari-rosi/.
Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder they represent. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. The representation right can also be demonstrated by using the suomi.fi authorisation service available in the electronic registration service. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
A power of attorney template and voting instructions will be available on the company’s website at https://fiskarsgroup.com/investors/corporate-governance/annual-general-meeting-of-shareholders/annual-general-meeting-2022/ by February 25, 2022 at the latest. Possible proxy documents are to be delivered primarily as an attachment in connection with the registration and advance voting or alternatively by email to agm@innovatics.fi or as originals by mail to the address Innovatics Oy, AGM/Fiskars Corporation, Ratamestarinkatu 13 A, 00520 Helsinki. The proxy documents must be received by the company by the due date of the registration period, March 10, 2022 at 4.00 p.m. EET.
Proxy representatives must see to register and vote in advance on behalf of shareholders, and he/she can submit counterproposals and ask questions in the manner instructed in this notice. Delivery of proxy documents and advance votes to the company by the due date for the registration and advance voting constitutes due registration for the Annual General Meeting, provided that the aforementioned information required for the registration is included in the delivered documents.
4. Holder of nominee registered share
A holder of nominee registered share has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e., on March 4, 2022, would be entitled to be registered in the shareholders’ register of the company maintained by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register of the company held by Euroclear Finland Oy on March 11, 2022 by 10.00 a.m. EET at the latest. As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
A holder of nominee registered shares is advised to request, without delay, necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organisation of the custodian bank has to register a holder of nominee registered share temporarily into the shareholders’ register of the company at the latest by March 11, 2022 by 10.00 a.m. EET and see to the voting in advance on behalf of a holder of nominee registered shares.
5. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the company have the right to submit counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals shall be delivered to the company by email to seija.hanninen@fiskars.com or by mail to Fiskars Corporation, Legal Department P.O. Box
91, FI-02151 Espoo, Finland by February 24, 2022 at 4.00 p.m. at the latest. The shareholders shall in connection with the counterproposal present a statement of their shareholding. The counterproposal is admissible for consideration at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the Annual General Meeting and on the record date of the Annual General Meeting represent at least one hundredth of all shares in the company. If a counterproposal will not be taken up for consideration at the Annual General Meeting, the votes given in favour of the counterproposal will not be taken into account. The company will publish possible counterproposals to be put to a vote on the company’s website at https://fiskarsgroup.com/investors/corporate-governance/annual-general-meeting-of-shareholders/annual-general-meeting-2022/ by February 25, 2022 at the latest.
A shareholder has the right to pose questions with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act by email to seija.hanninen@fiskars.com or by mail to Fiskars Corporation, Legal Department P.O. Box
91, FI-02151 Espoo, Finland no later than March 2, 2022 at 4.00 p.m. or in connection with the electronic voting no later than March 2, 2022 at 4.00 p.m. The company will publish such questions by shareholders, responses to such questions by the company‘s management as well as other counterproposals than those put up to a vote on the company‘s website at https://fiskarsgroup.com/investors/corporate-governance/annual-general-meeting-of-shareholders/annual-general-meeting-2022/ by March 7, 2022 at the latest. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the company of his/her shareholdings.
On the date of this notice to the Annual General Meeting, February 4, 2022, the total number of shares and votes in Fiskars Corporation is 81,905,242.
In Helsinki, February 4, 2022
FISKARS CORPORATION
BOARD OF DIRECTORS
Media and investor contacts:
Kristian Tammela, Director, Investor Relations, tel. +358 40 708 1181
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.