NOTICE TO FISKARS CORPORATION ANNUAL GENERAL MEETING
Fiskars Corporation
Stock Exchange Release
February 8, 2024 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 13, 2024 at 3.00 p.m. at the Helsinki Exhibition & Convention Centre, the Siipi Conference Centre (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. Instructions on how to follow the webcast are available on the company’s website at fiskarsgroup.com/agm2024. It will be possible to submit questions to the management during the review by the President and CEO. However, such questions do not constitute questions referred to in Chapter 5, Section 25 in the Finnish Companies Act. It is not possible to ask other questions, make counterproposals, make other interventions, or vote via webcast. Following the meeting via webcast shall not be considered as participation in the Annual General Meeting or as the exercise of shareholders’ rights. Shareholders who intend to follow the meeting 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.
- Matters on the Agenda of the Annual General Meeting
Information and proposals concerning the formal organisational matters in agenda items 1 to 5 are included in a separate organisational document published on the company’s website at fiskarsgroup.com/agm2024, which document also constitutes a part of this notice. The document will be supplemented as needed at the meeting with such information that is not available before 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 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 2023
- 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/agm2024 no later than February 21, 2024.
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 0.82 per share shall be paid for the financial period that ended on December 31, 2023. The dividend shall be paid in two instalments. The ex-dividend date for the first instalment of EUR 0.41 per share shall be on March 14, 2024. 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 15, 2024. The payment date proposed by the Board of Directors for this instalment is March 22, 2024.
The second instalment of EUR 0.41 per share shall be paid in September 2024. 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 12, 2024. The ex-dividend date for the second instalment would be September 13, 2024, the dividend record date would be September 16, 2024 and the dividend payment date September 23, 2024, at the latest.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO of liability
10. Adoption of the remuneration report for 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/agm2024 no later than February 21, 2024.
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 remain at the level of the previous term and 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).
However, should any number of the candidates proposed by the Nomination Committee for any reason not be available for election to the Board of Directors at the Annual General Meeting, the proposed number of members shall be decreased accordingly.
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 and Jyri Luomakoski. Ritva Sotamaa has informed that she 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 Susan Repo as a new member of the Board of Directors. Information about the experience and former positions of Susan Repo is attached to this Stock Exchange Release and of the proposed other 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.
Should any of the candidates presented above for any reason not be available for election to the Board of Directors at the Annual General Meeting, the remaining available candidates are proposed to be elected in accordance with the proposal by the Nomination Committee.
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.
If Ernst & Young Oy are reappointed as the company’s auditor, it will also carry out the assurance of the company’s sustainability reporting for the financial year 2024 in accordance with the Act 1252/2023 regarding amendments to the Finnish Companies Act. Ernst & Young Oy will be imbursed for this task as per a reasonable invoice approved by the Board of Directors.
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, 2025 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 15, 2023.
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 systems.
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, 2025 and cancels the corresponding authorization granted to the Board of Directors by the Annual General Meeting on March 15, 2023.
18. Closing of the meeting
B. Documents of the Annual General Meeting
The aforementioned proposals for the decisions on the matters on the agenda of the Annual General Meeting, this notice as well as the organisational document of the Annual General Meeting are available on Fiskars Corporation’s website at fiskarsgroup.com/agm2024. 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 21, 2024. The proposed resolutions and other documents referred to above will also be available for inspection at the Annual General Meeting.
The minutes of the Annual General Meeting will be available on the aforementioned website as of March 27, 2024 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 in the shareholders’ register held by Euroclear Finland Oy on the record date of the Annual General Meeting on March 1, 2024, has the right to attend the Annual General Meeting. Any shareholder whose shares are recorded in their personal Finnish book-entry account is registered in the shareholders’ register of the company.
Registration for the Annual General Meeting commences on February 8, 2024 at 9.00 a.m. A shareholder who is registered in the shareholders’ register of the company and wishes to participate in the Annual General Meeting shall register for the meeting no later than March 8, 2024 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.
A shareholder can register for the Annual General Meeting:
a) Through Fiskars Corporation's website at fiskarsgroup.com/agm2024. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish or Swedish bank ID or mobile certificate.
b) By telephone on +358 10 2818 909 on weekdays at 9:00 a.m. to 12:00 p.m. and 1:00 p.m. to 4:00 p.m. When registering by phone, a shareholder cannot vote in advance.
c) By e-mail to Innovatics Oy at agm@innovatics.fi. Shareholders registering by e-mail shall submit the registration form and advance voting form available on the company’s website or corresponding information.
In connection with the registration, the shareholder and their representative are required to provide information, such as the shareholder’s name, date of birth or business ID, contact details, the name of any assistant or proxy representative and the proxy representative’s date of birth. Personal data provided by the shareholders to Fiskars Corporation is only used in connection with the Annual General Meeting and the processing of necessary registrations related thereto.
The shareholder, their representative or proxy 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 attend the Annual General Meeting by virtue of the shares based on which they would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy on the record date of the Annual General Meeting on March 1, 2024. Participation also requires that the shareholder is temporarily registered in the shareholders’ register held by Euroclear Finland Oy on March 8, 2024 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 of the Annual General Meeting do not affect the right to participate in the meeting or the number of voting rights held at the meeting.
A holder of nominee registered shares is advised to request from their custodian bank without delay necessary instructions regarding temporary registration in the shareholders’ register of the company, the issuing of proxy documents and voting instructions, registration for the Annual General Meeting as well as advance voting. The account manager of the custodian bank shall temporarily register a holder of nominee registered shares who wishes to attend the Annual General Meeting in the shareholders’ register of the company and, if necessary, vote in advance on behalf of the nominee registered shareholder by March 8, 2024 by 10.00 a.m. at the latest.
Further information is available on the company’s website at fiskarsgroup.com/agm2024.
3. Proxy representative and powers of attorney
A shareholder may attend the Annual General Meeting and exercise their 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. The proxy representative must authenticate to the electronic registration service personally with strong authentication, after which they will be able to register and, if necessary, 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 their 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.
A model proxy document and voting instructions are available on the company’s website at fiskarsgroup.com/agm2024. If a shareholder attends 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.
Any proxy documents are requested to be submitted preferably as an attachment in connection with the electronic registration or alternatively by e-mail to agm@innovatics.fi or as originals by mail to Innovatics Oy, AGM / Fiskars Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, before the end of the registration period on March 8, 2024 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 whose shares in the company are registered in their personal Finnish book-entry account can vote in advance on certain items on the agenda of the Annual General Meeting between February 8, 2024 at 9.00 a.m. and March 8, 2024 at 4.00 p.m.
a) through the company’s website at fiskarsgroup.com/agm2024. Login to the service is done in the same way as for registration, described in section C.1 of this notice, or
b) by submitting the advance voting form available on the company’s website or corresponding information to Innovatics Oy by mail to Innovatics Oy, AGM / Fiskars Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi.
Advance votes must be received by the time the advance voting ends. The submission of votes by mail or e-mail before the end of the registration and advance voting period constitutes due registration for the Annual General Meeting, provided that it contains the above information required for registration.
A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Finnish Companies Act unless they attend the meeting 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 manager 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 electronic advance voting are available on the company’s website at fiskarsgroup.com/agm2024. Additional information is available during the registration period by telephone on +358 10 2818 909 on weekdays at 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. Additional information on the webcast is available on the company’s website at fiskarsgroup.com/agm2024.
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 8, 2024, 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 8, 2024
FISKARS CORPORATION
BOARD OF DIRECTORS
Further information:
Päivi Timonen, Chief Legal Officer, tel. +358 40 776 8264
About Fiskars Group
Fiskars Group (FSKRS, Nasdaq Helsinki) is the global home of design-driven brands for indoor and outdoor living. Our brands include Fiskars, Georg Jensen, Gerber, Iittala, Moomin Arabia, Royal Copenhagen, Waterford, and Wedgwood. Our brands are present in more than 100 countries and we have close to 450 own stores. We have approximately 7,000 employees and our global net sales in 2023 were EUR 1.1 billion.
We are driven by our common purpose: Pioneering design to make the everyday extraordinary. In 2024, we are celebrating our 375th anniversary. Since 1649, we have designed products of timeless, purposeful, and functional beauty, while driving innovation and sustainable growth.
Read more: fiskarsgroup.com