Fiskars Corporation: Fiskars Corporation: Notice to Fiskars Annual General Meeting

Fiskars Corporation
Stock exchange release
February 7, 2018 at 8.45 a.m. EET

Notice to Fiskars Annual General Meeting

Notice is given to the shareholders of Fiskars Corporation to the Annual
General Meeting to be held on Wednesday, March 14, 2018 at 3.00 p.m. at the
Helsinki Exhibition & Convention Centre, the Conference Center (visiting
address: Messuaukio 1, Helsinki, Finland). The reception of persons who have
registered for the meeting and the distribution of voting tickets will commence
at 2:00 p.m. 

A. Matters on the agenda of the Annual General Meeting

At the Annual General 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. Presentation of the annual accounts, the report of the Board of Directors
and the auditor's report for the year 2017 

- Review by the President and CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 

The Board of Directors proposes to the Annual General Meeting that a dividend
of EUR 0.72 per share shall be paid for the financial period that ended on
December 31, 2017. The dividend shall be paid in two instalments. The
ex-dividend date for the first instalment of EUR 0.36 per share shall be on
March 15, 2018. The first instalment shall 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 16, 2018. The payment date
proposed by the Board for this instalment is March 23, 2018. 

The second instalment of EUR 0.36 per share shall be paid in September 2018.
The second instalment shall 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,
2018. The ex-dividend date for the second instalment would be September 10,
2018, the dividend record date for the second instalment would be September 11,
2018 and the dividend payment date September 18, 2018, at the latest. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Resolution on the remuneration of the members of the Board of Directors

The Nomination Committee of the Board of Directors proposes that the annual
fees of the members of the Board shall be EUR 45,000, the annual fee of the
Vice Chairman EUR 60,000 and the annual fee of the Chairman EUR 90,000. In
addition, it is proposed that for Board and Committee meetings other than the
meetings of the Audit Committee, the Board/Committee members residing in
Finland be paid a fee of EUR 750 per meeting and the Board/Committee members
residing abroad be paid a fee of EUR 2,000 per meeting and the Chairmen of the
Board of Directors and said Committees be paid a fee of EUR 1,500 per meeting.
For meetings of the Audit Committee, it is proposed that the Committee members
residing in Finland be paid a fee of EUR 1,000 per meeting and the Committee
members residing abroad be paid a fee of EUR 2,250 per meeting and the Chairman
of the Audit Committee be paid a fee of EUR 2,500 per meeting. 

It is further proposed by the Nomination Committee that the Board members are
reimbursed for their travel and other expenses incurred due to their activities
in the interest of the company. 

11. Resolution on the number of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the Annual
General Meeting that the number of members of the Board of Directors shall be
ten. 

12. Election of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the Annual
General Meeting that the following individuals shall be re-elected to the
Board: Paul Ehrnrooth, Ingrid Jonasson Blank, Louise Fromond, Gustaf
Gripenberg, Jyri Luomakoski, Inka Mero, Fabian Månsson, Peter Sjölander and
Ritva Sotamaa. Alexander Ehrnrooth has informed the company that he will no
longer be available for re-election to the Board of Directors. The Nomination
Committee proposes further that the Annual General Meeting shall elect Albert
Ehrnrooth as a new member of the Board of Directors. Information about the
experience and former positions of the proposed new member of the Board of
Directors are available at the end of this release and on Fiskars Corporation's
website at www.fiskarsgroup.com. 

All the above individuals have given their consent to the election and stated
as their intention, should they be elected, to elect Paul Ehrnrooth Chairman
and Jyri Luomakoski Vice Chairman of the Board of Directors. Further, all the
above individuals have stated as their intention, should they be elected, to
establish a Nomination Committee and appoint Paul Ehrnrooth (Chairman) and
Fabian Månsson as the members of the Nomination Committee and Alexander
Ehrnrooth as an external member to the Nomination Committee and to further
establish an Audit Committee and a Human resources and Compensation Committee
with members to be appointed among the Board members. 

13. Resolution on the remuneration of the auditor

The Board of Directors proposes remuneration of the auditor to be paid
according to the reasonable invoice approved by the Board of Directors. 

14. Election of the auditor

The Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab,
Authorized Public Accountants firm, be appointed as the company's auditor. 

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

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide on the acquisition in total of a maximum of
4,000,000 own shares, in one or several installments, 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 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, 2019 and cancels the
corresponding authorization granted to the Board by the Annual General Meeting
on March 9, 2017. 

16. Authorizing the Board of Directors to decide on the transfer of the
company's own shares held as treasury shares (share issue) 

The Board of Directors proposes that the Annual General Meeting authorizes 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 installments, 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, 2019 and cancels the
corresponding authorization granted to the Board by the Annual General Meeting
on March 9, 2017. 

17. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda of the Annual
General Meeting as well as this notice are available on Fiskars Corporation's
website at www.fiskarsgroup.com. The company's annual accounts, the report of
the Board of Directors and the auditor's report are available on the
above-mentioned website no later than February 21, 2018. The proposals of the
Board of Directors and its Committees as well as the annual report, including
the company's annual accounts, the report of the Board of Directors and the
auditor's report, are also available at the Annual General Meeting. The minutes
of the Annual General Meeting are available on the above-mentioned website from
March 28, 2018 onwards. 

C. Instructions for the participants in the Annual General Meeting

1. Shareholders' registered in the shareholders' register of the company

Each shareholder, who is registered on the record date March 2, 2018 in the
shareholders' register of the company maintained by Euroclear Finland Ltd, has
the right to participate in the Annual General 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 is registered in the shareholders' register of the company
and who wants to participate in the Annual General Meeting, shall register for
the meeting no later than March 9, 2018 at 4:00 p.m. by giving a prior notice
of participation which shall be received by the company no later than on the
above-mentioned date. Such notice can be given: 

(a) on Fiskars Corporation's website www.fiskarsgroup.com or

(b) by telephone [phone] Monday-Friday between 9:00 a.m. and 4:00
p.m. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business ID, address and telephone number, as
well as the name of a possible assistant or proxy representative and the
personal identification number of a proxy representative. The personal data
given to Fiskars Corporation is used only in connection with the Annual General
Meeting and with the processing of related registrations. 

2. Proxy representative and powers of attorney

A shareholder may participate in the Annual General 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. If a
shareholder participates in the Annual General Meeting by means of several
proxy representatives, which represent the shareholder with shares on different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration. 

Possible proxy documents should be delivered in originals to Fiskars
Corporation, Legal Department, P.O. Box 130, FI-00561 Helsinki, Finland before
the last date for registration. 

3. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Annual General Meeting by virtue of such shares, based on which he/she on the
record date of the Annual General Meeting, i.e.  March 2, 2018, would be
entitled to be registered in the shareholders' register of the company
maintained by Euroclear Finland Ltd. The right to participate in the Annual
General Meeting requires, in addition, that the shareholder on the basis of
such shares has been temporarily registered into the shareholders' register of
the company maintained by Euroclear Finland Ltd at the latest by March 9, 2018
by 10:00 a.m. As regards nominee registered shares this constitutes due
registration for the Annual General Meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration to be temporarily entered
into the shareholders' register of the company, the issuing of proxy documents
and registration for the Annual General Meeting from his/her custodian bank.
The account management organization of the custodian bank has to temporarily
register a holder of nominee registered shares, who wants to participate in the
Annual General Meeting, into the shareholders' register of the company at the
latest by the time stated above. 

4. Other instructions and information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

On the date of this notice, Fiskars Corporation has a total of 81,905,242
shares entitling to a total of 81,905,242 votes. 

Coffee will be served to the shareholders after the meeting.

Helsinki, February 6, 2018

FISKARS CORPORATION

Board of Directors

Information about the experience and former positions of the new nominee to the
Board of Directors 

Albert Ehrnrooth (born 1976) is a Finnish citizen and has a Master's degree
(Econ.) from the Hanken School of Economics, Helsinki, Finland, and a
Bachelor's degree of Natural Resources (Agriculture) from Novia University of
Applied Sciences, Raseborg, Finland. He is the Chairman of Virala Oy Ab, a
family-owned investment company that manages a broad portfolio including
private equity, venture capital and real estate investments. In addition, he is
the CEO of Vessilä Oy Ab, a family investment company. Ehrnrooth has previously
served as a board member at Barium AB, a Swedish IT company. Albert Ehrnrooth
is independent of Fiskars Corporation and dependent of significant
shareholders. 

For more information, please contact:
General Counsel Päivi Timonen, tel. [phone]

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.

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