Resolutions of Fiskars Corporation’s Annual General Meeting 2016

Fiskars Corporation      
Stock Exchange Release
March 9, 2016 at 17.00 EET 

Resolutions of Fiskars Corporation’s Annual General Meeting 2016

The Annual General Meeting of shareholders of Fiskars Corporation was held at Helsinki Exhibition & Convention Centre, the Conference Center on March 9, 2016. The Annual General Meeting approved the financial statements for 2015 and discharged the members of the Board and the President and CEO from the liability.

THE USE OF PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDED

The Annual General Meeting decided in accordance with the proposal by the Board of Directors  to pay dividend of EUR 0,70 per share for the financial period that ended on December 31, 2015. 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 11, 2016. The dividend payment date is March 18, 2016.

ELECTION AND REMUNERATION OF THE BOARD OF DIRECTORS

The Annual General Meeting decided that the Board of Directors shall consist of ten members. Paul Ehrnrooth, Alexander Ehrnrooth, Ingrid Jonasson Blank, Louise Fromond, Gustaf Gripenberg, Inka Mero, Fabian Månsson, Peter Sjölander and Ritva Sotamaawere re-elected. Jyri Luomakoski was elected as a new member. The term of the Board members will expire at the end of the Annual General Meeting in 2017.

Convening after the Annual General Meeting held on March 9, 2016 the Board of Directors elected Paul Ehrnrooth as its Chairman and and Alexander Ehrnrooth as the Vice Chairman. The Board decided to establish an Audit Committee, a Compensation Committee and a Nomination, Strategy Committee and an Investment Committee. The Board appointed Jyri Luomakoski (Chairman), Ingrid Jonasson Blank, Alexander Ehrnrooth, Louise Fromond, Gustaf Gripenberg and Ritva Sotamaa as members of the Audit Committee. Paul Ehrnrooth (chairman), Inka Mero and Peter Sjölander were appointed as the members of the Compensation Committee. The Board appointed Paul Ehrnrooth (chairman), Alexander Ehrnrooth and Fabian Månsson as the members of the Nomination and Strategy Committee. The Board appointed Paul Ehrnrooth (chairman), Alexander Ehrnrooth and Jyri Luomakoski as members of Investment Committee.

The Annual General Meeting decided that the annual fees of the members of the Board shall be EUR 45,000, the annual fees of the Vice Chairman EUR 60,000 and annual fees of the Chairman of the Board EUR 90,000. In addition, for the Board and Committee meetings, the Board members residing in Finland shall be paid a fee of EUR 750 per meeting and the Board members residing abroad shall be paid a fee of EUR 2,000 per meeting and the Chairman of the Board of Directors and the Committees shall be paid a fee of EUR 1,500 per meeting. Further the Board members are reimbursed for their travel and other expenses incurred due to their activities in the interest of the company.

ELECTION AND REMUNERATIONS OF THE AUDITOR AND THE DEPUTY AUDITOR

KPMG Oy Ab, Authorized Public Accountants firm, was elected as auditor for the term that will expire at the end of the Annual General Meeting in 2017. KPMG Oy Ab has announced that the responsible auditor will be Virpi Halonen, APA. The Annual General Meeting decided that the auditors' fees shall be paid according to a reasonable invoice approved by the Board of Directors. 

AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUISITION OF THE COMPANY’S OWN SHARES

The Annual General Meeting decided to authorize the Board 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 company’s own shares may be acquired in public trading on Nasdaq Helsinki Ltd. at a price formed in public trading on the date 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 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 regarding the acquisition 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, 2017 and cancels the corresponding authorization granted to the Board by the Annual General Meeting on March 12, 2015.

AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE CONVEYANCE OF THE COMPANY’S OWN SHARES

The Annual General Meeting decided to authorize the Board to decide on the transfer of own shares (share issue) held as treasury shares of a maximum of 4,000,000 shares 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 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, 2017 and cancels the corresponding authorization granted to the Board by the Annual General Meeting on March 12, 2015.
 

FISKARS CORPORATION

Board of Directors
 

Further information:

• Kari Kauniskangas, President and CEO, tel. +358 204 39 5500
• Päivi Timonen, General Counsel, tel. +358 204 39 8264   

Fiskars – celebrating centuries of pride, passion and design. Every day.
Established in 1649 as an ironworks in a small Finnish village, Fiskars has grown to be a leading consumer goods company with globally recognized brands including Fiskars, Iittala, Gerber, Wedgwood and Waterford. With iconic products, strong brands and global ambitions, Fiskars’ mission is to enrich people’s lives in home, garden and outdoor. Fiskars’ products are available in more than 100 countries and the company employs around 9,000 people in 30 countries. Fiskars is listed on Nasdaq Helsinki. www.fiskarsgroup.com.