Notice to the Extraordinary General Meeting

Report this content
Fiskars Corp.      Stock exchange release April 20, 2009 at 6:30 PM

NOTICE TO THE EXTRAORDINARY GENERAL MEETING 

Notice is given to the shareholders of Fiskars Corporation to the Extraordinary 
General Meeting ("Meeting") to be held on June 5, 2009 at 1 p.m. at Finlandia   
talo, Mannerheimintie 13 e, Helsinki, Finland. The reception of persons who
have registered for the Meeting and the distribution of voting tickets will
commence at 12.00 noon. 

A. Matters on the agenda of the Meeting                                         

At the 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. Proposal concerning combination of series A shares and series K shares,      
directed free share issue to the holders of series K shares and amendments to   
the articles of association as well as approval of merger plan between the      
company and Agrofin Oy Ab                                                       

The Board of Directors proposes to the Meeting that the two share series be     
combined so that, following the combination, the company will only have one new 
single class of shares. The shares will carry one (1) vote each and have in all 
other respects equal rights. The combination of the share series involves a     
directed free share issue to the holders of series K shares and amendments to   
the articles of association of the company. The transaction further involves the
approval of the merger plan ("Merger Plan") entered into on April 15, 2009      
between the company and Agrofin Oy Ab ("Agrofin") concerning the merger of      
Agrofin into the company. The following itemized proposals of the Board of      
Directors form an entirety that requires the adoption of all its individual     
items as described below.                                                       

The combination of the share series together with the merger aim to increase the
company's possibilities to operate in accordance with the expectations of modern
securities markets. Combining of the current two classes of shares into one     
together with the conclusion of the merger would simplify the company's         
ownership structure. As a consequence of the combination of the share classes   
together with the merger, the company's ownership structure would better meet   
the demands of the securities markets of a simple, transparent and liquid share 
ownership. The arrangements would improve and clarify the decision making in the
company when the voting rights would be divided among the shareholders in       
proportion to the shareholdings. The purpose of simplifying the ownership       
structure and decision making is to increase the interest of the market towards 
the company's share and to increase its liquidity with the aim of increasing the
value of the share and to facilitate possible future raising of capital.        

Shareholders representing more than half of the company's series A shares and   
shareholders representing more than two-thirds of the company's series K shares 
have in advance announced in writing that they support this proposal of the     
Board of Directors.                                                             

The Board of Directors has obtained a fairness opinion from Aventum Partners Ltd
and subject to what is stated therein, the terms of the arrangement comprising  
of the combination of the share series together with the merger in accordance   
with the Merger Plan are fair from a financial point of view to holders of the  
company's series A shares and series K shares. The auditor of the company, KPMG 
Oy Ab, has given a statement confirming that the grounds for not applying the   
pre-emptive rights of the shareholders in the directed free share issue         
pertaining to the combination of the share series are in accordance with the    
Finnish Companies Act and that the Merger Plan includes correct and sufficient  
information on the grounds to determine the merger consideration.               

The Board of Directors proposes to the Meeting the following:                   

* Combination of share series 

The Board of Directors proposes to the Meeting that the company's share series  
be combined without increasing the share capital by amending and removing the   
relevant sections of the articles of association concerning different classes of
shares as described below, so that following the combination of the share       
series, the company would have only one new single class of shares. As only one 
series of shares would exist upon the conversion, all shares would carry one (1)
vote each and would have equal rights. In connection with the combination of the
share series, the converted shares would be registered in the book-entry        
register and are estimated to become subject to public trading approximately as 
of July 31, 2009. The record date for the combination of the share series is    
estimated to be July 30, 2009. The combination would not require any actions by 
the shareholders.                                                               

* Directed free share issue 

The Board of Directors proposes that, in connection with combination of share   
series described above, a free share issue be directed to the holders of series 
K shares in such a way that, disapplying the pre-emptive right of the           
shareholders, holders of K series shares would receive one (1) share free of    
charge for each five (5) K series shares. Based on the combination of share     
series and the directed free share issue, a holding of five (5) series K shares 
would be converted into a holding of six (6) of the company's new single class  
shares.                                                                         

Each holder of series K shares as of the record date (estimated to be           
July 30, 2009) would be entitled to receive new shares. The new shares would be 
distributed amongst holders of series K shares in proportion to their ownership 
and recorded directly to the respective shareholder's book-entry account on the 
basis of information on the record date and in accordance with the regulations  
and procedures of the book-entry system.                                        

If the number of series K shares held by a holder of series K shares is not     
divisible by five (5), the remaining shares will be given to Danske Markets for 
sale on behalf of such holders of series K shares, as specified in more detail  
by the Board of Directors and in accordance with the agreement between the      
company and Danske Markets. The directed free share issue would not require any 
actions by the shareholders.                                                    

A maximum of 4,513,141 shares will be issued in connection with the directed    
free share issue. The new shares will carry full shareholder rights as of the   
moment they are registered.                                                     

* Amendment of the articles of association 

The Board of Directors proposes that the Meeting resolve to remove the          
provisions in the articles of association concerning the different share series 
from article 3 of the articles of association so that article 3 would read as   
follows:                                                                        

"Bolaget har ett aktieslag. Varje aktie medför rätt att vid bolagsstämma rösta  
med 1 röst."                                                                    

The Board of Directors proposes that the Meeting resolve to remove article 4 of 
the articles of association concerning the right of conversion. The numbering of
the articles of association shall be amended so that it remains coherent        
subsequent to the amendments.                                                   

In addition, the Board of Directors proposes that the Meeting resolve to amend  
articles 1 and 8 (proposed article 7) of the articles of association as a       
consequence of the consolidation of municipalities.                             

The Board of Directors proposes that the entry into force and registration of   
the amendments of the articles of association shall be subject to the conditions
for the execution of the merger set forth in the Merger Plan and described      
below, having been fulfilled (except for the condition for execution of the     
merger requiring registration of the amendments of the articles of association).

* Approval of the Merger Plan between the company and Agrofin 

The Board of Directors proposes that the Meeting resolve to approve the Merger  
Plan. Under the Merger Plan, Agrofin would merge into the company through an    
absorption merger, in accordance with chapter 16, section 2, subsection 1(1) of 
the Finnish Companies Act, so that the assets and liabilities of Agrofin would  
be transferred to the company without liquidation proceedings.                  

The Board of Directors proposes that the Meeting, by approving the Merger Plan, 
shall also resolve on a share issue for the payment of the merger consideration 
so that the consideration to the shareholders of Agrofin for the shares in      
Agrofin shall be 11,863,964 new shares issued by the company, which is the      
number of shares in the company held by Agrofin at the time of completion of the
merger.                                                                         

The Merger Plan has been registered with the Trade Register on April 20, 2009.  

There will be no other merger consideration than new shares issued by the       
company. As a result of the merger, the number of outstanding shares in the     
company will not change, and hence, the shareholdings of the other shareholders 
of the company will not be affected. The shares issued as merger consideration  
will entitle to dividends and other shareholder's rights from the time the      
execution of the merger has been registered with the Trade Register.            

The implementation of the Merger Plan and execution of the merger is subject to 
each of the following conditions: (i) the general meeting of the company having 
resolved to combine the shares in different share classes and the corresponding 
amendment of the articles of association and the share issue without            
consideration having been registered with the Trade Register; (ii) Agrofin's    
balance sheet having been prepared applying the principles applicable to the    
preparation of final accounts and being in accordance with Appendix 3 of the    
Merger Plan, and Mr. Sixten Nyman, the auditor of Agrofin, having audited and   
approved the balance sheet applying the applicable audit rules and regulations; 
and (iii) all necessary approvals of authorities having been obtained and being 
in force. The Board of Directors has the right to decide in its reasonable      
discretion whether the prerequisites set forth in (ii) above are satisfied and  
whether the conditions precedent to the implementation of the Merger Plan and   
the execution of the merger have been satisfied.                                

In the merger the company will not assume any obligations or liabilities. The   
shareholders of Agrofin have, pursuant to a separate undertaking, agreed to     
indemnify and hold harmless the company against any actual loss resulting from  
any obligation or liability of Agrofin should such obligations or liabilities   
appear after the completion of the merger.

The shares in Fiskars owned by Agrofin and transferred to the company will be
cancelled through a separate decision by the Board of Directors. 

7. Authorizing the Board of Directors to decide on the acquisition of the       
company's own shares                                                            

The Board of Directors proposes that the Meeting authorize the Board of         
Directors to acquire with the company's unrestricted equity the company's own   
shares altogether no more than 4,020,000 shares.                                

This authorization shall be conditional upon the registration of the combination
of the share series and the thereto related amendments of the articles of       
association. This authorization shall replace the authorization that has been   
given by the Annual General Meeting held on March 16, 2009. This authorization  
shall be in force until the end of the next Annual General Meeting.             

8. Authorizing the Board of Directors to decide on the conveyance of the        
company's own shares                                                            

The Board of Directors proposes that the Meeting authorize the Board of         
Directors to convey the company's own shares of a maximum of 4,020,000 shares.  
The Board of Directors may decide on the conveyance of the shares otherwise than
in proportion to the shareholders pre-emptive subscription rights.              

This authorization shall be conditional upon the registration of the combination
of the share series and the thereto related amendments of the articles of       
association. This authorization shall replace the authorization that has been   
given by the Annual General Meeting held on March 16, 2009. This authorization  
shall be in force until the end of the next Annual General Meeting.             

9. Closing of the Meeting                                                       


B. Documents of the Meeting                                                     

The proposals of the Board of Directors relating to the agenda of the Meeting   
and accompanying documents, including the documents referred to in chapter 16,  
section 11 of the Finnish Companies Act, as well as this notice are available on
Fiskars Corporation's website www.fiskars.fi. The proposals of the Board of     
Directors and accompanying documents are also available at the Meeting. Copies  
of these documents and this notice will be sent to the shareholders upon        
request.                                                                        


C. Instructions for the participants in the Meeting                             

1. The right to participate and registration                                    

Each shareholder, who is registered on May 26, 2009 in the shareholders'        
register of the company held by Euroclear Finland Ltd, has the right to         
participate in the 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 Meeting, shall register for the  
Meeting no later than May 29, 2009 by giving a prior notice of participation.   
Such notice can be given:                                                       

(a) on the Fiskars Corporation website www.fiskars.fi;                          
(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 235, 00101 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  
Meeting and with the processing of related registrations.                       

Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder   
who is present at the 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 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 at the   
Meeting.                                                                        

Possible proxy documents should be delivered in originals to Fiskars            
Corporation, P.O. Box 235, 00101 Helsinki, Finland before the last date for     
registration.                                                                   

3. Holders of nominee registered shares                                         

A holder of nominee registered shares, who wants to participate in the Meeting, 
must be entered into the shareholders' register of the company on the record    
date May 26, 2009 of the Meeting.                                               

A holder of nominee registered shares is advised to request necessary           
instructions regarding the registration in the shareholder's register of the    
company, the issuing of proxy documents and registration for the Meeting from   
his/her custodian bank.                                                         

4. Other instructions and information                                           

On the date of this notice to the Meeting, the share capital of Fiskars         
Corporation comprises a total of 77,510,200 shares (54,944,492 A shares and     
22,565,708 K shares), said shares entitling to a total of 506,258,652 votes     
(54,944,492 votes based on A shares and 451,314,160 votes based on K shares).   


Helsinki, April 20, 2009                                                        

Board of Directors                                                              

                                             
ATTACHMENTS:                                                                    

Proposal by the Board of Directors to the Extraordinary General Meeting
concerning combination of series A shares and series K shares, directed free
share issue to the holders of series K shares and amendments to the articles of
association as well as approval of merger plan between the company and Agrofin
Oy Ab 

Proposal by the Board of Directors to the Extraordinary General Meeting for
authorizing the Board of Directors to decide on the acquisition of the
company's own shares 

Proposal by the Board of Directors to the Extraordinary General Meeting for
authorizing the Board of Directors to decide on the conveyance of the company's
own shares 


Fiskars Corporation 

Kari Kauniskangas
President & CEO

Fiskars is a leading global supplier of consumer products for the home, garden
and outdoors. The group has a strong portfolio of trusted international brands
including Fiskars, Iittala, Gerber, Silva, and Buster. Associated company,
Wärtsilä Corporation, is also an important part of the group, and forms one of
Fiskars' operating segments, together with the Americas, EMEA, and Other.

Founded in 1649 and listed on NASDAQ OMX Helsinki, Fiskars is Finland's oldest
company. Fiskars recorded net sales of 697 million in 2008, and employs some
4,100 people.

www.fiskars.fi                            


PROPOSAL BY THE BOARD OF DIRECTORS CONCERNING COMBINATION OF SERIES A SHARES AND
SERIES K SHARES, DIRECTED FREE SHARE ISSUE TO THE HOLDERS OF SERIES K SHARES AND
AMENDMENTS TO THE ARTICLES OF ASSOCIATION AS WELL AS APPROVAL OF MERGER PLAN    
BETWEEN THE COMPANY AND AGROFIN OY AB                                           

In accordance with the articles of association the company's shares consist of  
series K and series A shares. The share series differ in that each series K     
share carries twenty (20) votes while each series A share carries one (1) vote. 
The total number of series K shares is 22,565,708 and series A shares           
54,944,492. Both series of shares are traded publicly on the Nasdaq OMX Helsinki
Main List.                                                                      

The Board of Directors proposes to the Extraordinary Shareholders Meeting that  
the two share series be combined so that, following the combination, the company
will only have one new single class of shares. The shares will carry one (1)    
vote each and have in all other respects equal rights. The combination of the   
share series involves a directed free share issue to the holders of series K    
shares and amendments to the articles of association of the company. The        
transaction further involves approval of the merger plan ("Merger Plan") entered
into on April 15, 2009 between the company and Agrofin Oy Ab ("Agrofin")        
concerning the merger of Agrofin into the company.                              

The following itemized proposals of the Board of Directors form an entirety that
requires the adoption of all its individual items as described below.           

The combination of the share series together with the merger aim to increase the
company's possibilities to operate in accordance with the expectations of modern
securities markets. Combining of the current two classes of shares into one     
together with the conclusion of the merger would simplify the company's         
ownership structure. As a consequence of the combination of the share classes   
together with the merger, the company's ownership structure would better meet   
the demands of the securities markets of a simple, transparent and liquid share 
ownership. The arrangements would improve and clarify the decision making in the
company when the voting rights would be divided among the shareholders in       
proportion to the shareholdings. The purpose of simplifying the ownership       
structure and decision making is to increase the interest of the market towards 
the company's share and to increase its liquidity with the aim of increasing the
value of the share and to facilitate possible future raising of capital.        

Shareholders representing more than half of the company's series A shares and   
shareholders representing more than two-thirds of the company's series K shares 
have in advance announced in writing that they support this proposal of the     
Board of Directors.                                                             

The Board of Directors has obtained a fairness opinion from Aventum Partners Ltd
and subject to what is stated therein, the terms of the arrangement comprising  
of the combination of the share series together with the merger in accordance   
with the Merger Plan are fair from a financial point of view to holders of the  
company's series A shares and series K shares. The auditor of the company, KPMG 
Oy Ab, has given a statement confirming that the grounds for not applying the   
pre-emptive rights of the shareholders in the directed free share issue         
pertaining to the combination of the share series are in accordance with the    
Finnish Companies Act and that the Merger Plan includes correct and sufficient  
information on the grounds to determine the merger consideration.               

The Board of Directors proposes to the Meeting the following:                   

Combination of share series                                                     

The Board of Directors proposes to the Meeting that the company's share series  
be combined without increasing the share capital by amending and removing the   
relevant sections of the articles of association concerning different classes of
shares as described below, so that following the combination of the share       
series, the company would have only one new single class of shares. As only one 
series of shares would exist upon the conversion, all shares would carry one (1)
vote each and would have equal rights. In connection with the combination of the
share series, the converted shares would be registered in the book-entry        
register and are estimated to become subject to public trading approximately as 
of July 31, 2009. The record date for the combination of the share series is    
estimated to be July 30, 2009. The combination would not require any actions by 
the shareholders.                                                               

Directed free share issue                                                       

The Board of Directors proposes that, in connection with combination of share   
series described above, a free share issue be directed to the holders of series 
K shares in such a way that, disapplying the pre-emptive right of the           
shareholders, holders of K series shares would receive one (1) share free of    
charge for each five (5) K series shares. Based on the combination of share     
series and the directed free share issue, a holding of five (5) series K shares 
would be converted into a holding of six (6) of the company's new single class  
shares.                                                                         

Each holder of series K shares as of the record date (estimated to be           
July 30, 2009) would be entitled to receive new shares. The new shares would be 
distributed amongst holders of series K shares in proportion to their ownership 
and recorded directly to the respective shareholder's book-entry account on the 
basis of information on the record date and in accordance with the regulations  
and procedures of the book-entry system.                                        

If the number of series K shares held by a holder of series K shares is not     
divisible by five (5), the remaining shares will be given to Danske Markets for 
sale on behalf of such holders of series K shares, as specified in more detail  
by the Board of Directors and in accordance with the agreement between the      
company and Danske Markets. The directed free share issue would not require any 
actions by the shareholders.                                                    

A maximum of 4,513,141 shares will be issued in connection with the directed    
free share issue.                                                               

The new shares will carry full shareholder rights as of the moment they are     
registered.                                                                     

The Board of Directors is authorized to decide upon other terms and practical   
aspects of the directed free share issue.                                       

In considering the grounds for a directed free share issue, the Board of        
Directors has taken into consideration the following factors: (i) listed        
companies in both Finland and internationally are increasingly switching to the 
practice of having only one class of shares, and combining the two share series 
is expected to improve the liquidity the company's shares; (ii) the combination 
of share series as proposed by the Board of Directors would decrease the voting 
rights of current series K shares from approximately 89.1 per cent to           
approximately 33.0 per cent and increase the voting rights of current series A  
shares correspondingly from approximately 10.9 per cent to approximately 67.0   
per cent; (iii) the premium that would be given to holders of series K shares in
connection with the combination of share series is customary and reasonable; and
(iv) the dilution effect of the proposed directed share issue on the ownership  
proportion for holders of series A shares would be approximately 3.9 per cent,  
which can also be considered customary, fair to all shareholders, and
reasonable in connection with the combination of the share series. 

It is the view of the Board of Directors that combining the share series        
together with the merger is in the interests of the company and all its         
shareholders. The Board of Directors considers that, taking into consideration  
the above, exceptional financial grounds exist for the directed share issue     
pertaining to the combination of the share series.                              

The Board of Directors believes that the combination of share series and the    
connected directed free share issue would create benefits for holders of series 
A shares and for the company that are equal to those for holders of series K    
shares through the directed free share issue. It is the view of the Board of    
Directors that the combination of the share series and the thereto pertaining   
directed free share issue can be considered fair and reasonable in terms of the
overall benefit for the company and all its shareholders. 

Amendment of the articles of association                                        

The Board of Directors proposes that the Meeting resolve to remove the          
provisions in the articles of association concerning the different share series 
from article 3 of the articles of association so that article 3 would read as   
follows:                                                                        

"Bolaget har ett aktieslag. Varje aktie medför rätt att vid bolagsstämma rösta  
med 1 röst."                                                                    

The Board of Directors proposes that the Meeting resolve to remove article 4 of 
the articles of association concerning the right of conversion. The numbering of
the articles of association shall be amended so that it remains coherent        
subsequent to the amendments.                                                   

In addition, the Board of Directors proposes that the Meeting resolve to amend  
articles 1 and 8 (proposed article 7) of the articles of association as a       
consequence of the consolidation of municipalities.                             

Article 1 shall be amended to read as follows:                                  

"Bolagets firma är Fiskars Oyj Abp, på engelska Fiskars Corporation, och hemort 
Raseborg."                                                                      

Article 8 (proposed article 7) shall be amended to read as follows:             

"Ordinarie bolagsstämma kan hållas antingen i Raseborg eller i Helsingfors."    

The Board of Directors proposes that the entry into force and registration of   
the amendments of the articles of association shall be subject to the conditions
for the execution of the merger set forth in the Merger Plan and described      
below, having been fulfilled (except for the condition for execution of the     
merger requiring registration of the amendments of the articles of association).

Approval of the Merger Plan between the company and Agrofin                     

The Board of Directors proposes that the Meeting resolve to approve the Merger  
Plan. Under the Merger Plan, Agrofin would merge into the company through an    
absorption merger, in accordance with chapter 16, section 2, subsection 1(1) of 
the Finnish Companies Act, so that the assets and liabilities of Agrofin would  
be transferred to the company without liquidation proceedings.                  

The Board of Directors proposes that the Meeting, by approving the Merger Plan, 
shall also resolve on a share issue for the payment of the merger consideration 
so that the consideration to the shareholders of Agrofin for the shares in      
Agrofin shall be 11,863,964 new shares issued by the company.                   

The Merger Plan has been registered with the Trade Register on April 20, 2009.  

The merger is part of an arrangement aiming to increase the company's           
possibilities to operate in accordance with the expectations of modern          
securities markets. In order to reach these objectives, the intention of the    
company is to combine its current two classes of shares into one and conclude   
the merger, and thereby simplify its ownership structure. As a consequence of   
the combination of the share classes and the merger, the company's ownership    
structure will better meet the demands of the securities markets of a simple,   
transparent and liquid share ownership. The arrangements improve and clarify the
decision making in the company when the voting rights are divided among the     
shareholders in proportion to the shareholdings. The purpose of simplifying the 
ownership structure and decision making is to increase the interest of the      
market towards the company's share and to increase its liquidity with the aim of
increasing the value of the share and to facilitate possible future raising of  
capital.                                                                        

Pursuant to the Merger Plan, the shareholders of Agrofin will receive as merger 
consideration the same number of newly issued shares in the company as the      
number of shares in the company held by Agrofin at the time of completion of the
Merger. The merger consideration will be distributed to the shareholders of     
Agrofin in proportion to their ownership in Agrofin. There will be no other     
merger consideration than new shares issued by the company. The share capital of
the company shall not be increased in connection with the registration of the   
merger. The entire increase of equity capital resulting from the merger         
consideration is entered into the reserve for invested unrestricted equity,     
i.e., the unrestricted equity of the company. The shares issued as merger       
consideration will entitle to dividends and other shareholder's rights from the 
time the execution of the merger has been registered with the Trade Register.   

The implementation of the Merger Plan and execution of the merger is subject to 
each of the following conditions: (i) the general meeting of the company having 
resolved to combine the shares in different share classes and the corresponding 
amendment of the articles of association and the share issue without            
consideration having been registered with the Trade Register; (ii) Agrofin's    
balance sheet having been prepared applying the principles applicable to the    
preparation of final accounts and being in accordance with Appendix 3 of the    
Merger Plan, and Mr. Sixten Nyman, the auditor of Agrofin, having audited and   
approved the balance sheet applying the applicable audit rules and regulations; 
and (iii) all necessary approvals of authorities having been obtained and being 
in force. The Board of Directors has the right to decide in its reasonable      
discretion whether the prerequisites set forth in (ii) above are satisfied and  
whether the conditions precedent to the implementation of the Merger Plan and   
the execution of the merger have been satisfied.                                

The intended date for the implementation of the merger is without delay after   
the fulfillment of the conditions and as soon as practicable after the creditor 
claims due date. The objective is that the merger becomes effective on July     
31, 2009.                                                                       

The completion of the merger in accordance with the Merger Plan will have no    
effect on the assets, liabilities, shareholders' equity or the share capital    
structure of the company.                                                       

As a result of the Merger, the number of outstanding shares in the company will 
not change, and hence, the shareholdings of the other shareholders of the       
company will not be affected.                                                   

At the time of the completion of the merger, Agrofin will own 11,863,964 single 
class shares in the company. In the merger the company will not assume any      
obligations or liabilities. The shareholders of Agrofin have, pursuant to a     
separate undertaking, agreed to indemnify and hold harmless the company against 
any actual loss resulting from any obligation or liability of Agrofin should    
such obligations or liabilities appear after the completion of the merger.      

PROPOSAL BY THE BOARD OF DIRECTORS FOR AUTHORIZING THE BOARD OF DIRECTORS TO    
DECIDE ON THE ACQUISITION OF THE COMPANY'S OWN SHARES                           

The Board of Directors proposes that the Meeting authorize the Board of         
Directors to acquire with the company's unrestricted equity the company's own   
shares altogether no more than 4,020,000 shares, taking into account the        
provisions of the Finnish Companies Act regarding the maximum amount of own     
shares that the company is allowed to possess. The proposed amount corresponds  
to less than 5 per cent 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 the company's shares in public trading at
the time of the purchase. The acquisition of own 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 be conditional upon the registration of the combination
of the share series and the thereto related amendments of the articles of       
association. This authorization shall replace the authorization that has been   
given by the Annual General Meeting held on March 16, 2009. This authorization  
shall be in force until the end of the next Annual General Meeting.             

PROPOSAL BY THE BOARD OF DIRECTORS FOR AUTHORIZING THE BOARD OF DIRECTORS TO    
DECIDE ON THE CONVEYANCE OF THE COMPANY'S OWN SHARES                            

The Board of Directors proposes that the Meeting authorize the Board of         
Directors to convey the company's own shares of a maximum of 4,020,000 shares.  

The Board of Directors shall be authorized to determine to whom and in what     
order the company's shares shall be conveyed. The Board of Directors may decide 
on the conveyance of the shares otherwise than in proportion to the shareholders
pre-emptive subscription rights.                                                

The Board of Directors 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 conditional upon the registration of the combination
of the share series and the thereto related amendments of the articles of       
association. This authorization shall replace the authorization that has been   
given by the Annual General Meeting held on March 16, 2009. This authorization  
shall be in force until the end of the next Annual General Meeting.

Subscribe