Notice to the Annual General Meeting 2010
Fiskars Corp. Stock Exchange Release February 11, 2010 at 9.00 a.m.
NOTICE TO THE ANNUAL GENERAL MEETING 2010
Notice is given to the shareholders of Fiskars Corporation to the Annual General
Meeting to be held on Tuesday, March 16, 2010 at 3.00 p.m. at the Helsinki
Exhibition & Convention Centre, the Congress Wing (Messuaukio 1, Helsinki). The
reception of persons who have registered for the meeting and the distribution of
voting tickets will commence at 2.00 p.m.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and
the auditor's report for the year 2009
- Review by the President and CEO
7. Adoption of the annual accounts
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 0.52 per share shall be paid for the financial period that ended on December
31, 2009. The dividend will be paid to shareholders, who are registered in the
company's shareholders' register maintained by Euroclear Finland Ltd on the
record date for the payment of dividend, which is March 19, 2010. The dividend
payment date proposed by the Board to the Annual General Meeting is March 26,
2010.
9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
10. 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 shall be EUR 35,000, the Vice Chairman EUR 50,000
and the Chairman EUR 70,000. In addition, it is proposed that the Board members
be paid a fee of EUR 600 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 members of the Board are reimbursed for
their travel and other expenses incurred due to their activities in the interest
of the company.
11. 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
nine.
12. 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:
Kaj-Gustaf Bergh, Ralf Boer, Alexander Ehrnrooth, Paul Ehrnrooth, Gustaf
Gripenberg, Karsten Slotte, and Jukka Suominen. As new members of the Board of
Directors are proposed Ms. Louise Fromond, LL.M., and Ms. Ingrid Jonasson Blank,
Executive Vice President of ICA Sverige AB.
All the above individuals have given their consent to the election and have
stated as their intention, should they be elected, to elect Kaj-Gustaf Bergh
Chairman and Alexander Ehrnrooth and Paul Ehrnrooth Vice Chairmen of the Board.
13. Resolution on the remuneration of the auditor
Remuneration of the auditor is proposed to be paid according to the invoice.
14. Election of auditor
The Nomination Committee of the Board of Directors proposes to the Annual
General Meeting that KPMG Oy Ab, Authorized Public Accountants firm, be
appointed the company's auditor.
15. Authorizing the Board of Directors to decide on the acquisition of the
company's own shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on the acquisition of a maximum of 4,000,000 own
shares, in one or several instalments, using the unrestricted shareholders'
equity of the company.
The shares may be acquired in derogation to the pre-emptive right of the
shareholders to the shares of the company in public trading on NASDAQ OMX
Helsinki Ltd at market price. The acquisition and payment shall be carried out
in accordance with the rules and regulations of NASDAQ OMX Helsinki Ltd and
Euroclear Finland Ltd.
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 part of the company's
incentive system and otherwise for further transfer, retention or cancellation.
The Board of Directors is authorized to decide on all other terms and
conditions.
The authorization is proposed to be in force until the end of the next Annual
General Meeting.
16. Authorizing the Board of Directors to decide on the conveyance of the
company's own shares
The Board of Directors proposes that the Annual General Meeting authorize the
Board to decide on the conveyance of own shares in the company's possession
altogether no more than 4,000,000 shares in one or several instalments, either
against payment or without payment.
The Board of Directors shall be authorized to determine to whom and in what
order the shares shall be conveyed. The Board may decide on the conveyance of
the shares also in derogation of the pre-emptive right of the shareholders to
the shares of the company.
The shares may be conveyed 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 shares may be conveyed also
through public trading.
The authorization is proposed to be in force until the end of the next Annual
General Meeting.
17. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes, that item 7 of the Articles of Association be
amended, the amended wording reading as follows:
"Shareholders' Meetings (General Meetings) can be held either in Raasepori or
Helsinki.
Notices to Shareholders' Meetings shall be published on the company's website
and in another manner possibly decided by the Board of Directors."
18. Closing of the meeting
B. Documents of the Annual General Meeting
This notice, which includes the above-mentioned proposals of the Board of
Directors and its Committees on the agenda of the Annual General Meeting, is
available on Fiskars Corporation's website at www.fiskarsgroup.com. The annual
report of Fiskars Corporation, including the company's annual accounts, the
report of the Board of Directors and the auditor's report, is available on the
above-mentioned website no later than February 23, 2010. The proposals of the
Board of Directors and the annual accounts are also available at the Annual
General Meeting. The minutes of the Annual General Meeting are available on the
above-mentioned website from March 30, 2010 onwards.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on the record date March 4, 2010 in the
shareholders' register of the company held by Euroclear Finland Ltd, has the
right to participate in the Annual General Meeting. A shareholder, whose shares
are registered on his/her personal book-entry account, is registered in the
shareholders' register of the company.
A shareholder, who wants to participate in the Annual General Meeting, shall
register for the meeting no later than March 11, 2010 at 3.00 p.m. by giving a
prior notice of participation. Such notice can be given:
(a) on the Fiskars Corporation's website www.fiskarsgroup.com ;
(b) by telephone +358 9 6188 6231 Monday-Friday between 9.00 a.m. and 3.00 p.m.;
(c) by telefax +358 9 604 053; or
(d) by regular mail to Fiskars Corporation, P.O. Box 130, 00561 Helsinki,
Finland.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number and the name of a possible assistant. The
personal data given to Fiskars Corporation is used only in connection with the
Annual General Meeting and with the processing of related registrations.
Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the meeting.
2. 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 shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder. If a
shareholder participates in the Annual General Meeting by means of several proxy
representatives, which represent the shareholder with shares on different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration.
Possible proxy documents should be delivered in originals to Fiskars
Corporation, P.O. Box 130, 00561 Helsinki, Finland before the last date for
registration.
3. Holders of nominee registered shares
If a holder of nominee registered shares is entitled to be registered in the
shareholders' register on the record date March 4, 2010, the shareholder may in
accordance with the instructions from his/her custodian bank request to be
temporarily entered into the shareholders' register of the company in order to
participate in the Annual General Meeting, at the latest on March 11, 2010 at
10.00 a.m. A holder of nominee registered shares is considered to have
registered for the Annual General Meeting if he/she has been registered to be
temporarily entered into the shareholders' register as described above. A holder
of nominee registered shares is advised to request necessary instructions
regarding the registration to be temporarily entered into the shareholders'
register, the issuing of proxy documents and registration for the Annual General
Meeting from his/her custodian bank in good time.
4. Other instructions and information
On the date of this notice, Fiskars Corporation has a total of 82,023,341 shares
entitling to a total of 82,023,341 votes.
Coffee will be served to the shareholders after the meeting.
Helsinki, February 11, 2010
Fiskars Corporation
Board of Directors
Fiskars is a leading global supplier of consumer products for the home, garden,
and outdoors. The group has a strong portfolio of respected international
brands, including Fiskars, Iittala, Gerber, Silva, and Buster. Founded in 1649
and listed on NASDAQ OMX Helsinki, Fiskars is Finland's oldest company. Fiskars
recorded net sales of EUR 663 million in 2009, and employs some 3,600 people.
www.fiskarsgroup.com
Fiskars Corporation
Kari Kauniskangas
President & CEO
