Notification on a change in holdings, referred to in Chapter 2, section 10 of the Securities Markets Act
Fiskars Corp. Stock exchange release April 17, 2009 at 8:30 AM
NOTIFICATION ON A CHANGE IN HOLDINGS, REFERRED TO IN CHAPTER 2, SECTION 10, OF THE SECURITIES MARKETS ACT Fiskars Corporation has published on April 15, 2009 the Board of Directors' proposal to combine the two share series of the company, and to merge Agrofin Oy Ab into the company. Fiskars has been informed of that the proposal, when completed, would lead to the voting rights of Virala Oy Ab falling below 3/20 (15%) threshold in Fiskars, and the holdings of Elsa Fromond together with the company Holdix Oy Ab where Elsa Fromond has a controlling interest, exceeding 1/10 (10%) threshold. 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. After the proposed combination of share series and the merger of Agrofin into Fiskars the number of new single class shares would be 82,023,341 with the number of votes also being 82,023,341. The possible combination of the share series and the merger are expected to be completed and registered during the third quarter of 2009. The notifications on changes in holdings submitted to Fiskars are as follows: VIRALA OY AB, NOTIFICATION ON A CHANGE IN HOLDINGS 1 Identification data of the share issuer: Fiskars Oyj Abp, corporate ID 0214036-5 2 Grounds for the notification: The stock exchange release published by Fiskars Oyj Abp on 15 April 2009 concerning the proposal to combine the company's current classes of share into one class of shares with equal voting rights and to merge Agrofin Oy Ab into the company. 3 Full names of the entities under obligation to notify: Virala Oy Ab, corporate ID 0147485-7 4 Date of transaction and date on which number of shares and voting rights fell below the threshold for notification: Fiskars Oyj Abp has issued on 15 April 2009 a stock exchange release concerning proposals to an extraordinary shareholders' meeting to resolve on combining the company's share series and to merge Agrofin Oy Ab into Fiskars. The decrease under the threshold for notification will take place when the combination of share classes has been effected and registered. The notifying shareholder has no further knowledge when the above arrangements by the company will effect the combination. 5 Threshold for notification which the number of shares and voting rights has fallen below: fallen below 3/20 The proportional shareholdings have been calculated taking into account the increase in the number of shares taking place in connection with the combination of the share classes, but with the assumption that the shares devolving on Fiskars Oyj Abp shall be cancelled, and the merger thereby does not affect the total number of shares in the company. 6 Information to be notified: The Shares and the voting rights attached thereto upon the implementation of the arrangement Situation before the arrangement that leads to the change of holdings ----------------------------------------------------------------- | Class of | Number of | Number of | | shares | shares | voting rights | ----------------------------------------------------------------- | A | 3,380,000 | 3,380,000 | ----------------------------------------------------------------- | K | 4,861,476 | 97,229,520 | ----------------------------------------------------------------- | Total | 8,241,476 | 100,609,520| ----------------------------------------------------------------- Situation after the arrangement that leads to the change of holdings -------------------------------------------------------------------------- | Class of | Number of | % of | Number of | % of | | shares | shares | shares | voting rights | votes | -------------------------------------------------------------------------- | A | 9,213,771 | 11.2 | 9,213,771 | 11.2 | -------------------------------------------------------------------------- ELSA FROMOND, NOTIFICATION ON A CHANGE IN HOLDINGS 1 Identification data of the share issuer: Fiskars Oyj Abp, corporate ID 0214036-5 2 Grounds for the notification: The stock exchange release published by Fiskars Oyj Abp on 15 April 2009 concerning the proposal to combine the company's current classes of shares into one class of shares with equal voting rights and to merge Agrofin Oy Ab into the company. The below shareholders have undertaken to support the proposal at the extraordinary shareholders' meeting of the company to be convened to resolve on the matter. 3 Full names of the entities under obligation to notify: Elsa Margaretha Louise Fromond Holdix Oy Ab (a company controlled by Elsa Fromond) 4 Date of transaction and date on which number of shares and voting rights exceeded the threshold for notification: Fiskars Oyj Abp has issued on 15 April 2009 a stock exchange release concerning proposals to an extraordinary shareholders´ meeting contemplated to be convened in June 2009 to resolve on the amendment of the articles of association to combine the company's A and K classes of shares and to merge Agrofin Oy Ab into the company. Upon the implementation of the proposed arrangements, the combined holding of Elsa Fromond and Holdix Oy Ab will exceed 1/10 of all the shares and votes in Fiskars Oyj Abp. The exceeding of the threshold for notification will take place when the execution of the merger of Agrofin Oy Ab has been registered in the Finnish Trade Register. The notifying shareholders have no further knowledge when the above arrangement by the company will be effected. The combination of share classes described in Fiskars' stock exchange release does not in itself cause such change in ownership that would lead to a notification obligation. 5 Threshold for notification which the number of shares and voting rights has exceeded: Exceeded 1/10 The proportional shareholdings have been calculated taking into account the increase in the number of shares taking place in connection with the combination of the share classes, but with the assumption that the shares devolving on Fiskars Oyj Abp shall be cancelled, and the merger thereby does not affect the total number of shares in the company. 6 Information to be notified: The Shares and the voting rights attached thereto upon the implementation of the arrangement Situation before the arrangement that leads to the change of holdings ----------------------------------------------------------------- | Class of | Number of | Number of | | shares | shares | voting rights | ----------------------------------------------------------------- | A | 851,159 + 3,089,122 | 851,159 + 3,089,122 | ----------------------------------------------------------------- | K | 260,900 + 1,727,594 | 5,218,000 + 34,551,880 | ----------------------------------------------------------------- | Total | 5,928,775 | 43,710,161 | ----------------------------------------------------------------- Situation after the arrangement that leads to the change of holdings -------------------------------------------------------------------------- | Class of | Number of | % of | Number of | % of | | shares | shares | shares | voting rights | votes | -------------------------------------------------------------------------- | A |Direct 3,823,933 | 4.7 | 3,823,933 | 4.7 | -------------------------------------------------------------------------- | A |Indirect 5,959,022 | 7.3 | 5,959,022 | 7.3 | -------------------------------------------------------------------------- Chain of controlled undertakings through which the voting rights are effectively held or the party subject to the notification obligation to disclose major holdings is party to an agreement or other arrangement: Holdix Oy Ab, a company controlled by Elsa Fromond Situation before the arrangement that leads to the change of holdings ----------------------------------------------------------------- | Class of | Number of | Number of | | shares | shares | voting rights | ----------------------------------------------------------------- | A | 3,089,122 | 3,089,122 | ----------------------------------------------------------------- | K | 1,727,594 | 34,551,880 | ----------------------------------------------------------------- | Total | 4,816,716 | 37,641,002 | ----------------------------------------------------------------- Situation after the arrangement that leads to the change of holdings -------------------------------------------------------------------------- | Class of | Number of | % of | Number of | % of | | shares | shares | shares | voting rights | votes | -------------------------------------------------------------------------- | A | 5,959,022 | 7.3 | 5,959,022 | 7.3 | -------------------------------------------------------------------------- Further information: General Counsel Jutta Karlsson, tel. +358 9 6188 6218 FISKARS CORPORATION Kari Kauniskangas 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 EUR 697 million in 2008, and employs some 4,100 people. www.fiskars.fi