Notice to the Extraordinary General Meeting

Notice is given to the shareholders of Fiskars Corporation to the Extraordinary General Meeting ("Meeting") to be held on June 5, 2009 at 1 p.m. at Finlandia talo, Mannerheimintie 13 e, Helsinki. The reception of persons who have registered for the Meeting and the distribution of voting tickets will commence at 12.00 noon.

A. Matters on the agenda of the Meeting

At the 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. Proposal concerning combination of series A shares and series K shares, directed free share issue to the holders of series K shares and amendments to the articles of association as well as approval of merger plan between the company and Agrofin Oy Ab

The Board of Directors proposes to the Meeting that the two share series be combined so that, following the combination, the company will only have one new single class of shares. The shares will carry one (1) vote each and have in all other respects equal rights. The combination of the share series involves a directed free share issue to the holders of series K shares and amendments to the articles of association of the company. The transaction further involves the approval of the merger plan ("Merger Plan") entered into on April 15, 2009 between the company and Agrofin Oy Ab ("Agrofin") concerning the merger of Agrofin into the company. The following itemized proposals of the Board of Directors form an entirety that requires the adoption of all its individual items as described below.

The combination of the share series together with the merger aim to increase the company's possibilities to operate in accordance with the expectations of modern securities markets. Combining of the current two classes of shares into one together with the conclusion of the merger would simplify the company's ownership structure. As a consequence of the combination of the share classes together with the merger, the company's ownership structure would better meet the demands of the securities markets of a simple, transparent and liquid share ownership. The arrangements would improve and clarify the decision making in the company when the voting rights would be divided among the shareholders in proportion to the shareholdings. The purpose of simplifying the ownership structure and decision making is to increase the interest of the market towards the company's share and to increase its liquidity with the aim of increasing the value of the share and to facilitate possible future raising of capital.

Shareholders representing more than half of the company's series A shares and shareholders representing more than two-thirds of the company's series K shares have in advance announced in writing that they support this proposal of the Board of Directors.

The Board of Directors has obtained a fairness opinion from Aventum Partners Ltd and subject to what is stated therein, the terms of the arrangement comprising of the combination of the share series together with the merger in accordance with the Merger Plan are fair from a financial point of view to holders of the company's series A shares and series K shares. The auditor of the company, KPMG Oy Ab, has given a statement confirming that the grounds for not applying the pre-emptive rights of the shareholders in the directed free share issue pertaining to the combination of the share series are in accordance with the Finnish Companies Act and that the Merger Plan includes correct and sufficient information on the grounds to determine the merger consideration.

The Board of Directors proposes to the Meeting the following:

Combination of share series

The Board of Directors proposes to the Meeting that the company's share series be combined without increasing the share capital by amending and removing the relevant sections of the articles of association concerning different classes of shares as described below, so that following the combination of the share series, the company would have only one new single class of shares. As only one series of shares would exist upon the conversion, all shares would carry one (1) vote each and would have equal rights. In connection with the combination of the share series, the converted shares would be registered in the book-entry register and are estimated to become subject to public trading approximately as of July 31, 2009. The record date for the combination of the share series is estimated to be July 30, 2009. The combination would not require any actions by the shareholders.

Directed free share issue

The Board of Directors proposes that, in connection with combination of share series described above, a free share issue be directed to the holders of series K shares in such a way that, disapplying the pre-emptive right of the shareholders, holders of K series shares would receive one (1) share free of charge for each five (5) K series shares. Based on the combination of share series and the directed free share issue, a holding of five (5) series K shares would be converted into a holding of six (6) of the company's new single class shares.

Each holder of series K shares as of the record date (estimated to be July 30, 2009) would be entitled to receive new shares. The new shares would be distributed amongst holders of series K shares in proportion to their ownership and recorded directly to the respective shareholder's book-entry account on the basis of information on the record date and in accordance with the regulations and procedures of the book-entry system.

If the number of series K shares held by a holder of series K shares is not divisible by five (5), the remaining shares will be given to Danske Markets for sale on behalf of such holders of series K shares, as specified in more detail by the Board of Directors and in accordance with the agreement between the company and Danske Markets. The directed free share issue would not require any actions by the shareholders.

A maximum of 4,513,141 shares will be issued in connection with the directed free share issue. The new shares will carry full shareholder rights as of the moment they are registered.

Amendment of the articles of association

The Board of Directors proposes that the Meeting resolve to remove the provisions in the articles of association concerning the different share series from article 3 of the articles of association so that article 3 would read as follows:

"Bolaget har ett aktieslag. Varje aktie medför rätt att vid bolagsstämma rösta med 1 röst."

The Board of Directors proposes that the Meeting resolve to remove article 4 of the articles of association concerning the right of conversion. The numbering of the articles of association shall be amended so that it remains coherent subsequent to the amendments.

In addition, the Board of Directors proposes that the Meeting resolve to amend articles 1 and 8 (proposed article 7) of the articles of association as a consequence of the consolidation of municipalities.

The Board of Directors proposes that the entry into force and registration of the amendments of the articles of association shall be subject to the conditions for the execution of the merger set forth in the Merger Plan and described below, having been fulfilled (except for the condition for execution of the merger requiring registration of the amendments of the articles of association).

Approval of the Merger Plan between the company and Agrofin

The Board of Directors proposes that the Meeting resolve to approve the Merger Plan. Under the Merger Plan, Agrofin would merge into the company through an absorption merger, in accordance with chapter 16, section 2, subsection 1(1) of the Finnish Companies Act, so that the assets and liabilities of Agrofin would be transferred to the company without liquidation proceedings.

The Board of Directors proposes that the Meeting, by approving the Merger Plan, shall also resolve on a share issue for the payment of the merger consideration so that the consideration to the shareholders of Agrofin for the shares in Agrofin shall be 11,863,964 new shares issued by the company, which is the number of shares in the company held by Agrofin at the time of completion of the merger.

The Merger Plan has been registered with the Trade Register on April 20, 2009.

There will be no other merger consideration than new shares issued by the company. As a result of the merger, the number of outstanding shares in the company will not change, and hence, the shareholdings of the other shareholders of the company will not be affected. The shares issued as merger consideration will entitle to dividends and other shareholder's rights from the time the execution of the merger has been registered with the Trade Register.

The implementation of the Merger Plan and execution of the merger is subject to each of the following conditions: (i) the general meeting of the company having resolved to combine the shares in different share classes and the corresponding amendment of the articles of association and the share issue without consideration having been registered with the Trade Register; (ii) Agrofin's balance sheet having been prepared applying the principles applicable to the preparation of final accounts and being in accordance with Appendix 3 of the Merger Plan, and Mr. Sixten Nyman, the auditor of Agrofin, having audited and approved the balance sheet applying the applicable audit rules and regulations; and (iii) all necessary approvals of authorities having been obtained and being in force. The Board of Directors has the right to decide in its reasonable discretion whether the prerequisites set forth in (ii) above are satisfied and whether the conditions precedent to the implementation of the Merger Plan and the execution of the merger have been satisfied.

In the merger the company will not assume any obligations or liabilities. The shareholders of Agrofin have, pursuant to a separate undertaking, agreed to indemnify and hold harmless the company against any actual loss resulting from any obligation or liability of Agrofin should such obligations or liabilities appear after the completion of the merger.

The shares in Fiskars owned by Agrofin and transferred to the company will be cancelled through a separate decision by the Board of Directors.

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

The Board of Directors proposes that the Meeting authorize the Board of Directors to acquire with the company's unrestricted equity the company's own shares altogether no more than 4,020,000 shares.

This authorization shall be conditional upon the registration of the combination of the share series and the thereto related amendments of the articles of association. This authorization shall replace the authorization that has been given by the Annual General Meeting held on March 16, 2009. This authorization shall be in force until the end of the next Annual General Meeting.

8. Authorizing the Board of Directors to decide on the conveyance of the company's own shares

The Board of Directors proposes that the Meeting authorize the Board of Directors to convey the company's own shares of a maximum of 4,020,000 shares. The Board of Directors may decide on the conveyance of the shares otherwise than in proportion to the shareholders pre-emptive subscription rights.

This authorization shall be conditional upon the registration of the combination of the share series and the thereto related amendments of the articles of association. This authorization shall replace the authorization that has been given by the Annual General Meeting held on March 16, 2009. This authorization shall be in force until the end of the next Annual General Meeting.

9. Closing of the Meeting

B. Documents of the Meeting

The proposals of the Board of Directors relating to the agenda of the Meeting and accompanying documents, including the documents referred to in chapter 16, section 11 of the Finnish Companies Act, as well as this notice are available on Fiskars Corporation's website www.fiskarsgroup.com. The proposals of the Board of Directors and accompanying documents are also available at the Meeting. Copies of these documents and this notice will be sent to the shareholders upon request.

C. Instructions for the participants in the Meeting

1. The right to participate and registration

Each shareholder, who is registered on May 26, 2009 in the shareholders' register of the company held by Euroclear Finland Ltd, has the right to participate in the 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 wants to participate in the Meeting, shall register for the Meeting no later than May 29, 2009 by giving a prior notice of participation. Such notice can be given:

(a) on the Fiskars Corporation website www.fiskarsgroup.com;
(b) by telephone +358 9 6188 6231 Monday-Friday between 9.00 a.m. and 3.00 p.m.;
(c) by telefax +358 9 604 053; or
(d) by regular mail to Fiskars Corporation, P.O. Box 235, 00101 Helsinki,
Finland.

In connection with the registration, a shareholder shall notify his/her name, personal identification number and the name of a possible assistant. The personal data given to Fiskars Corporation is used only in connection with the Meeting and with the processing of related registrations.

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

2. Proxy representative and powers of attorney

A shareholder may participate in the 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 at the Meeting.

Possible proxy documents should be delivered in originals to Fiskars Corporation, P.O. Box 235, 00101 Helsinki, Finland before the last date for registration.

3. Holders of nominee registered shares

A holder of nominee registered shares, who wants to participate in the Meeting, must be entered into the shareholders' register of the company on the record date May 26, 2009 of the Meeting.

A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the Meeting from his/her custodian bank.

4. Other instructions and information

On the date of this notice to the Meeting, 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 (54,944,492 votes based on A shares and 451,314,160 votes based on K shares).

Helsinki, April 20, 2009

Board of Directors

Legal Notice © Fiskars Corporation