Resolutions of Fiskars Corporation’s Annual General Meeting 2024
Fiskars Corporation
Stock Exchange Release
March 13, 2024 at 5.25 p.m. EET
Resolutions of Fiskars Corporation’s Annual General Meeting 2024
The Annual General Meeting of shareholders of Fiskars Corporation was held at the Helsinki Exhibition & Convention Centre, the Siipi Conference Center (visiting address: Rautatieläisenkatu 3, Helsinki, Finland), on March 13, 2024.
The Annual General Meeting approved the financial statements for 2023 and discharged the members of the Board and the President and CEO from liability.
THE USE OF PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDEND
The Annual General Meeting decided in accordance with the proposal of the Board of Directors to pay dividend of EUR 0.82 per share for the financial period that ended on December 31, 2023. The dividend will be paid in two instalments. The ex-dividend date for the first instalment of EUR 0.41 per share shall be on March 14, 2024. The first 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 March 15, 2024. The payment date for this instalment is March 22, 2024.
The second instalment of EUR 0.41 per share will be paid in September 2024. The second instalment shall be paid to a shareholder who is registered in the shareholders’ register of the company maintained by Euroclear Finland Oy 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 12, 2024. The ex-dividend date for the second instalment would be September 13, 2024, the dividend record date would be September 16, 2024 and the dividend payment date September 23, 2024, at the latest.
REMUNERATION REPORT FOR GOVERNING BODIES
The Annual General Meeting decided to adopt the Remuneration Report for the governing bodies.
ELECTION AND REMUNERATION OF THE BOARD OF DIRECTORS
The Annual General Meeting decided that the Board of Directors shall consist of eight (8) members. Albert Ehrnrooth, Paul Ehrnrooth, Louise Fromond, Julia Goldin, Carl-Martin Lindahl, Volker Lixfeld and Jyri Luomakoski were re-elected to the Board of Directors. Susan Repo was elected as a new member of the Board of Directors. The term of the Board members will expire at the end of the Annual General Meeting in 2025.
Convening after the Annual General Meeting held on March 13, 2024, the Board of Directors elected Paul Ehrnrooth as its Chair and Jyri Luomakoski as the Vice Chair. The Board decided to establish a Nomination Committee and appointed Paul Ehrnrooth (Chair) and Louise Fromond as the members and Alexander Ehrnrooth as an external member to the Nomination Committee and further decided to establish an Audit Committee and appointed Jyri Luomakoski (Chair), Albert Ehrnrooth, Louise Fromond and Susan Repo as the members of the Audit Committee and a Human Resources and Compensation Committee and appointed Paul Ehrnrooth (Chair), Jyri Luomakoski, Carl-Martin Lindahl and Volker Lixfeld, as the members of the committee.
The Annual General Meeting decided that the annual fees of the members of the Board of Directors shall be EUR 70,000, the annual fee of the Vice Chair EUR 105,000 and the annual fee of the Chair EUR 140,000.
In addition, for the Board and Committee meetings other than the meetings of the Audit Committee, the Board/Committee members shall be paid EUR 750 for meetings requiring travel within one (1) country and EUR 2,000 for meetings requiring international travel. The Chairs of the Board of Directors and said Committees shall be paid a fee of EUR 1,500 per meeting requiring travel within one (1) country and EUR 2,000 for meetings requiring international travel.
For the meetings of the Audit Committee, the Committee members shall be paid a fee of EUR 1,000 for meetings requiring travel within one (1) country and EUR 2,250 for meetings requiring international travel. The Chair of the Audit Committee shall be paid a fee of EUR 2,500 per meeting.
For Board/Committee meetings held per capsulam or as teleconference, it was decided that the Chairs of the Board of Directors as well as said Committees be paid a fee per meeting that does not differ from meeting fees otherwise payable to them and the Board/Committee members be paid a fee of EUR 750 per meeting.
Further the members of the Board of Directors 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
Ernst & Young, Authorized Public Accountants firm, was re-elected as auditor for the term that will expire at the end of the Annual General Meeting in 2025. Ernst & Young has announced that the responsible auditor will be Kristina Sandin, APA. The Annual General Meeting decided that the auditors' fees shall be paid according to a reasonable invoice approved by the Board of Directors.
Ernst & Young Oy, as the Auditor of the company, will also carry out the assurance of the company’s sustainability reporting for the financial year 2024 in accordance with the Act 1252/2023 regarding amendments to the Finnish Companies Act. Ernst & Young Oy will be imbursed for this task as per a reasonable invoice approved by the Board of Directors.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE AND/OR THE ACCEPTANCE AS PLEDGE OF THE COMPANY’S OWN SHARES
The Annual General Meeting decided to authorize the Board of Directors to decide on the repurchase of the company’s own shares and/or the acceptance as pledge of the company’s own shares. The maximum number of shares to be repurchased and/or accepted as pledge is 4,000,000. Acquisitions of own shares may be made in one or several instalments and by 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 time 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 as well as otherwise for further transfer, retention or cancellation.
The Board of Directors is authorized to decide on all other terms and conditions regarding the acquisition and/or pledge 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, 2025 and cancels the authorization to decide on the repurchase of the company’s own shares granted to the Board of Directors by the Annual General Meeting on March 15, 2023.
AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE TRANSFER OF THE COMPANY’S OWN SHARES HELD AS TREASURY SHARES (SHARE ISSUE)
The Annual General Meeting decided to authorize the Board of Directors to decide on the transfer of a total maximum of 4,000,000 own shares held as treasury shares (share issue), 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, 2025, and cancels the corresponding authorization granted to the Board of Directors by the Annual General Meeting on March 15, 2023.
FISKARS CORPORATION
Board of Directors
Further information:
Päivi Timonen, Chief Legal Officer, tel. +358 40 776 8264
About Fiskars Group
Fiskars Group (FSKRS, Nasdaq Helsinki) is the global home of design-driven brands for indoor and outdoor living. Our brands include Fiskars, Georg Jensen, Gerber, Iittala, Moomin Arabia, Royal Copenhagen, Waterford, and Wedgwood. Our brands are present in more than 100 countries and we have close to 450 own stores. We have approximately 7,000 employees and our global net sales in 2023 were EUR 1.1 billion.
We are driven by our common purpose: Pioneering design to make the everyday extraordinary. In 2024, we are celebrating our 375th anniversary. Since 1649, we have designed products of timeless, purposeful, and functional beauty, while driving innovation and sustainable growth.
Read more: fiskarsgroup.com