Resolutions of Fiskars Corporation’s Annual General Meeting 2017

Fiskars Corporation      
Stock Exchange Release
March 9, 2017 at 18:00 EET

Resolutions of Fiskars Corporation’s Annual General Meeting 2017

The Annual General Meeting of shareholders of Fiskars Corporation was held at Helsinki Exhibition & Convention Centre, the Conference Center on March 9, 2017. The Annual General Meeting approved the financial statements for 2016 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 1,06 per share for the financial period that ended on December 31, 2016. The dividend will be paid in two instalments. The first instalment of EUR 0,71 per share will be paid to a shareholder who is registered in the shareholders' register of the company maintained by Euroclear Finland Ltd. on the dividend record date March 13, 2017. The payment date for this instalment is March 20, 2017. 

The second instalment of EUR 0,35 per share will be paid in September 2017. The second instalment will be paid to a shareholder who is registered in the shareholders’ register of the company maintained by Euroclear Finland Ltd 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 7, 2017. The dividend record date for the second instalment would be September 11, 2017 and the dividend payment date September 18, 2017, at the latest. 

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, Jyri Luomakoski,  Inka Mero, Fabian Månsson, Peter Sjölander and Ritva Sotamaa were re-elected. The term of the Board members will expire at the end of the Annual General Meeting in 2018. 

Convening after the Annual General Meeting held on March 9, 2017 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 Committee. The Board appointed Jyri Luomakoski (Chairman), Alexander Ehrnrooth, Louise Fromond, Gustaf Gripenberg and Ritva Sotamaa as members of the Audit Committee. Paul Ehrnrooth (Chairman), Ingrid Jonasson Blank,  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 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 the annual fees of the Chairman of the Board EUR 90,000. In addition, for the Board and Committee meetings other than the meetings of the Audit Committee, 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 Chairmen of the Board of Directors and said Committees shall be paid a fee of EUR 1,500 per meeting. For meetings of the Audit Committee the Board members residing in Finland shall be paid a fee of EUR 1,000 per meeting and the Board members residing abroad shall be paid a fee of EUR 2,250 per meeting and the Chairman of the Audit Committee shall be paid a fee of EUR 2,500 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

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 2018. 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, 2018 and cancels the corresponding authorization granted to the Board by the Annual General Meeting on March  9, 2016.

AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE TRANSFER 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 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, 2018 and cancels the corresponding authorization granted to the Board by the Annual General Meeting on March  9, 2016.
 

FISKARS CORPORATION
 

Board of Directors
 

Further information:

• Teemu Kangas-Kärki, President and CEO (interim), tel. +358 204 39 5703
• Päivi Timonen, General Counsel, tel. +358 204 39 5050
      

Fiskars – Making the everyday extraordinary
Fiskars serves consumers and customers around the world with a brand portfolio of globally recognized brands including Fiskars, Gerber, Iittala, Royal Copenhagen, Waterford, and Wedgwood. Building on our mission to create a family of iconic lifestyle brands, Fiskars’ vision is to create a positive, lasting impact on our quality of life. Please visit www.fiskarsgroup.com for more information.