NOTICE TO FISKARS CORPORATION ANNUAL GENERAL MEETING
Fiskars Corporation
Stock Exchange Release
February 7, 2023 at 8:45 a.m. 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 15, 2023 at 3.00 p.m. at the Helsinki Exhibition & Convention Centre, the Conference Center Siipi (visiting address: Rautatieläisenkatu 3, Helsinki, Finland).
The reception of participants who have registered for the meeting and the distribution of voting tickets will commence at 2.00 p.m. Shareholders may also exercise their voting rights by voting in advance or by way of proxy representation. Instructions for advance voting and authorization of proxy representatives are presented in Section C of this notice.
Shareholders registered for the Annual General Meeting may also follow the meeting via a live webcast. Shareholders following the meeting in this manner are however not considered as participants in the Annual General Meeting. It will be possible to submit questions to the management during the review by the President and CEO. However, such questions do no constitute questions referred to in Chapter 5, Section 25 in the Finnish Companies Act. Shareholders who intend to participate via webcast and wish to exercise their voting rights are referred to vote in advance or by way of proxy representation. Further instructions regarding the webcast will be available in section C of this notice.
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
3. Election of persons to scrutinise the minutes and to 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
6. Presentation of the financial statements, the report of the Board of Directors, and the auditor’s report for the year 2022
- Review by the President and CEO
The company’s financial statements, the report of the Board of Directors and the auditor’s report will be available on the company’s website at fiskarsgroup.com/agm2023 no later than February 22, 2023.
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 0.80 per share shall be paid for the financial period that ended on December 31, 2022. The dividend shall be paid in two instalments. The ex-dividend date for the first instalment of EUR 0.40 per share shall be on March 16, 2023. 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 17, 2023. The payment date proposed by the Board of Directors for this instalment is March 24, 2023.
The second instalment of EUR 0.40 per share shall be paid in September 2023. 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, 2023. The ex-dividend date for the second instalment would then be September 8, 2023, the dividend record date September 11, 2023 and the dividend payment date September 18, 2023, 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, 2022
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.
The remuneration report will be available on the company’s website at fiskarsgroup.com/agm2023 no later than February 22, 2023.
11. 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 Chair EUR 105,000 and the annual fee of the Chair 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 shall be paid EUR 750 for meetings requiring travel within one (1) country and EUR 2,000 for meetings requiring international travel. The Chairs of the Board of Directors and said Committees shall be paid a fee of EUR 1,500 per meeting requiring travel within one (1) country and EUR 2,000 for meetings requiring international travel.
For the meetings of the Audit Committee, it is proposed that the Committee members be paid EUR 1,000 for meetings requiring travel within one (1) country and EUR 2,250 for meetings requiring international travel. The Chair of the Audit Committee shall 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 Chairs of the Board of Directors as well as said Committees be paid a fee per meeting that does not differ from meetings fees otherwise payable to them and Board/Committee members be paid a fee of EUR 750 per meeting.
It is 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.
12. 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 (8).
13. 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, Julia Goldin, Carl-Martin Lindahl, Volker Lixfeld, Jyri Luomakoski and Ritva Sotamaa. Information about the experience and former positions of the members of the Board of Directors is available on Fiskars Corporation’s website at fiskarsgroup.com/about-us/board-of-directors/.
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 Chair and Jyri Luomakoski as Vice Chair of the Board of Directors.
With regard to the procedure for the selection of the members of the Board of Directors, the Nomination Committee of the Board of Directors recommends that the shareholders give their view on the proposal as a whole at the Annual General Meeting. The Nomination Committee has estimated that in addition to the qualifications of the individual candidates for the Board of Directors, the proposed composition of the Board of Directors also meets other requirements set for a listed company by the Corporate Governance Code.
14. 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.
15. 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.
16. Authorizing the Board of Directors to decide on the repurchase and/or the acceptance as pledge 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 repurchase of the company’s own shares and/or the acceptance as pledge of the company’s own shares. The maximum number of shares to be repurchased and/or accepted as pledge is 4,000,000. Acquisitions of own shares may be made in one or several instalments and by 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 and/or pledge 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, 2024 and cancels the authorization to decide on the repurchase of the company’s own shares granted to the Board of Directors by the Annual General Meeting on March 16, 2022.
17. 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, 2024 and cancels the corresponding authorization granted to the Board of Directors by the Annual General Meeting on March 16, 2022.
18. Amendment of the Articles of Association
The Board of Directors proposes that Article 7 of the Articles of Association is amended such that, if the Board of Directors so decide, shareholders may exercise their full decision-making power during a General Meeting using a remote connection and technical means as a so-called hybrid meeting. Furthermore, the proposed amendments would permit the convening of a General Meeting in Espoo or completely without a physical venue, as a so-called remote meeting.
In its amended form, said provision of the Articles of Association would read as follows:
“7 §
Shareholders’ Meetings (General Meetings) can be held in Raasepori, Helsinki or Espoo.
The Board of Directors may decide that participation in the General Meeting is also permitted such that a shareholder exercises their full decision-making power during the General Meeting using a remote connection and technical means.
The Board of Directors may also decide to convene a General Meeting without a physical venue such that the shareholders exercise their full decision-making power in real time using a remote connection and technical means during the General Meeting.
Notices to Shareholders’ Meetings shall be published on the company’s website and in another manner possibly decided by the Board of Directors.”
It is proposed that the Articles of Association remain unchanged in other respects.
The proposal is based on the changes to Chapter 5 of the Finnish Companies Act, including the possibility to arrange remote general meetings. The legislative changes are based on the premise that shareholder rights shall not be compromised, and that all participating shareholders are able to exercise their full shareholder rights, including the right to present questions and to vote, in real time during the general meeting, irrespective of the chosen general meeting format. The possibility to organise remote general meetings enables the company to be prepared for rapidly changing conditions in the company’s operating environment and society in general, due to for example pandemics. It is important for the company to have means to offer its shareholders the possibility to exercise their shareholder rights and resolve on any matters presented to a general meeting under any circumstances. In addition, Espoo is added as an alternative host city for General Meetings due to the company headquarters moving to Keilaniemi, Espoo, in early 2022.
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 fiskarsgroup.com/agm2023. 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 2022, are available on the aforementioned website no later than February 22, 2023. The proposals and other documents referred to above are also available at the Annual General Meeting.
The minutes of the Annual General Meeting will be available on the aforementioned website as of March 29, 2023 at the latest.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders’ register of the company
Each shareholder, who is registered on March 3, 2023 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.
Registration for the Annual General Meeting will begin on February 7, 2023 at 9.00 a.m. A shareholder who is registered in the shareholders’ register of the company and who wishes to participate in the Annual General Meeting shall register for the meeting no later than March 10, 2023 at 4.00 p.m. by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date.
Such notice can be given:
a) through Fiskars Corporation's website at fiskarsgroup.com/agm2023,
b) by telephone +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., or
c) by email to agm@innovatics.fi.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, e-mail address, address and telephone number, as well as the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. Online registration through the company’s website requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate. The personal data given to Fiskars Corporation is used only in connection with the Annual General Meeting and with the processing of related registrations.
Shareholders, assistants, and proxy representatives must be able to prove their identity and/or right of representation at the meeting venue.
2. Holder of nominee registered shares
A holder of nominee registered shares 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 3, 2023, would be entitled to be registered in the shareholders’ register of the company held 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 10, 2023 by 10.00 a.m. 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, the necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and voting instructions, registration for the Annual General Meeting as well as advance voting from his/her custodian bank. The account management organisation of the custodian bank shall register a holder of nominee registered shares who wants to participate in the Annual General Meeting in the temporary shareholders’ register of the company and, if necessary, vote in advance on behalf of the nominee registered shareholder on March 10, 2023 by 10.00 a.m. at the latest.
Further information is available on Fiskars Corporation’s website at fiskarsgroup.com/agm2023.
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. A proxy representative may also choose to vote in advance in the manner described in this notice. 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. Proxy representatives registering electronically for the Annual General Meeting must use strong electronic authentication when registering for the meeting, after which they can register. The representation right can also be demonstrated by using the suomi.fi authorisation service available in the electronic registration service.
If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares held on 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 will be available on the company’s website at fiskarsgroup.com/agm2023 by February 22, 2023 at the latest. Possible proxy documents are to be delivered primarily as an attachment in connection with the registration to the Annual General Meeting 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, 2023 at 4.00 p.m.
Delivery of proxy documents by the due date for the registration constitutes due registration for the Annual General Meeting, provided that the aforementioned information required for the registration described in Section C.1. is included in the delivered documents.
4. Voting in advance
A shareholder who has a Finnish book-entry account can vote in advance on certain items on the agenda of the Annual General Meeting during the period beginning on February 7, 2023 at 9.00 a.m. and ending on March 10, 2023 at 4.00 p.m.
Advance voting can be done in the following manners:
a) Through the company’s website at fiskarsgroup.com/agm2023
Voting in advance requires 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 fiskarsgroup.com/agm2023 as of February 7, 2023 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.
Shareholders who have voted in advance who wish to exercise their right to ask questions, demand a vote at the Annual General Meeting or vote on a possible counterproposal under the Finnish Companies Act must participate in the Annual General Meeting at the meeting venue in person or by way of proxy representation.
For holders of nominee registered shares, advance voting is carried out via the custodian bank. The account management organisation of the custodian bank may cast advance votes on behalf of the holders of nominee registered shares in accordance with the voting instructions provided by the holders of nominee registered shares during the registration period for the nominee-registered shares.
An agenda item subject to advance voting is considered to have been presented unchanged to the Annual General Meeting. The terms and conditions as well as other instructions concerning the advance voting are available on the company’s website at fiskarsgroup.com/agm2023. Additional information is also available during the registration period 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.
5. Other instructions and information
Each shareholder, who has registered for the Annual General Meeting in accordance with the instructions above, may follow the meeting via a live webcast. A video link and password to the webcast will be sent by email and/or as a text message to the email address and/or phone number provided in connection with the registration on the day prior to the Annual General Meeting. The shareholders following the webcast may submit written questions and comments during the review by the President and CEO through a chat functionality provided in the webcast platform. Following the webcast or submitting written question or comments is not considered participation in the Annual General Meeting or using shareholders’ right to request information or speak at the meeting in accordance with the Finnish Companies Act. Written questions submitted in the chat do not constitute questions referred to in Chapter 5, Section 25 in the Finnish Companies Act. The written questions and comments submitted in the chat will be brought to the audience of the Annual General Meeting and answered in the Annual General Meeting if the Chairperson of the meeting considers it appropriate. Shareholders who intend to participate via webcast and wish to exercise their voting rights are referred to vote in advance or by way of proxy representation.
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to ask questions and request information with respect to the matters to be considered at the meeting.
Changes in shareholding after the record date do not affect the right to participate in the Annual General Meeting or the number of voting rights.
On the date of this notice to the Annual General Meeting, February 7, 2023, the total number of shares and votes in Fiskars Corporation is 81,000,000.
Coffee will be served to the shareholders after the meeting.
In Espoo, February 7, 2023
FISKARS CORPORATION
BOARD OF DIRECTORS
Further information:
Päivi Timonen, Chief Legal Officer, tel. +358 40 776 8264
Fiskars Group in brief
Fiskars Group (FSKRS, Nasdaq Helsinki) is the global home of design-driven brands for indoor and outdoor living. Our brands include Fiskars, Gerber, Iittala, Royal Copenhagen, Moomin by Arabia, Waterford, and Wedgwood. Our brands are present in more than 100 countries and we have approximately 350 own stores. We have close to 7,000 employees and our global net sales in 2022 were EUR 1.2 billion.
We are driven by our common purpose: Pioneering design to make the everyday extraordinary. Since 1649, we have designed products of timeless, purposeful, and functional beauty, while driving innovation and sustainable growth.
Read more: fiskarsgroup.com