Fiskars Corp. Stock Exchange Release April 15, 2009 at 6.00 p.m. BOARD OF DIRECTORS PROPOSES A COMBINATION OF SHARE SERIES AND A MERGER OF AGROFIN OY AB INTO FISKARS - Six single class shares for five series K shares and one single class share for each series A share - Agrofin, the largest single shareholder of Fiskars, to be merged into the company - Increased share liquidity and shareholder transparency, simplified ownership structure - No effect on the assets, liabilities or shareholders' equity of Fiskars The Board of Directors of Fiskars Corporation has investigated the possibility of introducing equal voting rights for the company's share series, based on the request made in October 2008 by a group of shareholders, representing more than 5% but less than 10% of votes of Fiskars shares. As a result, the Board has decided to propose to the Extraordinary General Meeting (EGM) planned to be convened in June 2009 that the company's series A and K shares be combined ("Combination of the share series") and that Agrofin Oy Ab (Business Identity Code 0557296-4) be merged into Fiskars ("Merger"). The objective of the proposed Combination of the share series and the Merger is to increase the liquidity of the shares as well as to increase transparency and simplify the ownership structure. The arrangement also aims at increasing the interest in the markets towards the Fiskars share. Following the Combination of the share series, Fiskars would have only one new single class of shares. All shares would carry one (1) vote each and would have equal rights. The Combination of the share series involves a directed free share issue for holders of K series shares. The free share issue is directed 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. In this way holders of five (5) K series shares would hold six (6) of the company's new single class shares following the Combination of the share series. In the Merger, Agrofin will be merged into Fiskars. The shareholders of Agrofin will receive as merger consideration the same number of newly issued Fiskars shares as the number of shares in Fiskars held by Agrofin at the time of completion of the Merger. Therefore, the share capital of Fiskars will not be increased in connection with the completion of the Merger. There will be no other merger consideration than new shares issued by Fiskars. Agrofin currently holds 9,064,506 A series shares and 2,332,882 K series shares representing 14.7 per cent of the shares and 11.0 per cent of the votes in Fiskars. Following the Merger, Agrofin's holding in Fiskars will be divided among Agrofin's shareholders pro rata to their ownership in Agrofin. The merger plan signed on this date between Fiskars and Agrofin is attached to this Stock Exchange Release as Appendix. The completion of the Merger in accordance with the merger plan will have no effect on the assets, liabilities, shareholders' equity or the share capital structure of Fiskars. As a result of the Merger, the number of outstanding Fiskars shares will not change, and hence, the shareholdings of the other shareholders of Fiskars will not be affected. At the time of the completion of the Merger, Agrofin will own 11,863,964 single class shares in Fiskars. In the merger Fiskars will not assume any obligations or liabilities. The shareholders of Agrofin have, pursuant to a separate undertaking, agreed to indemnify and hold harmless Fiskars against any actual loss resulting from any obligation or liability of Agrofin should such obligations or liabilities appear after the completion of the Merger. Shareholders representing more than half of the company's A series shares and shareholders representing more than two-thirds of the company's K series shares have in advance announced in writing that they support the Combination of share series and the Merger. The Board 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 and the Merger are fair from a financial point of view to holders of Fiskars A series shares and K series 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 are in accordance with the Finnish Limited Liability Companies Act and that the merger plan gives a true and fair view of the grounds to determine the merger consideration. The invitation to the Extraordinary General Meeting will be published in a separate stock exchange release at a later date. The Combination of the share series and the Merger are expected to be completed and registered during the third quarter of 2009. Further information: Kaj-Gustaf Bergh, Chairman of the Board, Fiskars Corp., tel. +358 40 524 7730 Kari Kauniskangas, President and CEO, Fiskars Corp., tel. + 358 9 6188 6222 Appendix: Merger Plan between Fiskars Corporation and Agrofin Oy Ab FISKARS CORPORATION Kari Kauniskangas Fiskars is a leading global supplier of consumer products for the home, garden and outdoors. The group has a strong portfolio of trusted international brands including Fiskars, Iittala, Gerber, Silva, and Buster. Associated company, Wärtsilä Corporation, is also an important part of the group, and forms one of Fiskars' operating segments, together with the Americas, EMEA, and Other. Founded in 1649 and listed on NASDAQ OMX Helsinki, Fiskars is Finland's oldest company. Fiskars recorded net sales of EUR 697 million in 2008, and employs some 4,100 people. www.fiskars.fi MERGER PLAN BETWEEN FISKARS CORPORATION AND AGROFIN OY AB Fiskars Corporation (the "Acquiring Company"), business identity code 0214036-5, Mannerheimintie 14 A, 00100 Helsinki, registered office in Raasepori and Agrofin Oy Ab (the "Merging Company"), business identity code 0557296-4, Unioninkatu 7, 00130 Helsinki, registered office in Helsinki, (collectively the "Participating Companies") have agreed on the following merger plan: 1 MERGER The Merging Company is merged into the Acquiring Company so that the assets and liabilities of the Merging Company are transferred to the Acquiring Company without liquidation proceedings, when the implementation of the merger has been registered. 2 MERGER PROCEDURE The merger is carried out as an absorption merger in accordance with Chapter 16, Section 2, Subsection 1(1) of the Finnish Companies Act (624/2006) (the "Companies Act"). 3 REASONS FOR THE MERGER The merger is part of an arrangement aiming to increase the Acquiring Company's possibilities to operate in accordance with the expectations of modern securities markets. In order to reach these objectives, the intention of the Acquiring Company is to combine its current two classes of shares into one and conclude the merger, and thereby simplify its ownership structure. As a consequence of the combination of the share classes and the merger, the Acquiring Company's ownership structure will better meet the demands of the securities markets of a simple, transparent and liquid share ownership. The arrangements improve and clarify the decision making in the Acquiring Company when the voting rights are 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 Acquiring 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. 4 MERGER CONSIDERATION The consideration to the shareholders of the Merging Company for the shares in the Acquiring Company shall be in total 11,863,964 new shares issued by the Acquiring Company subject to the exceptions set forth below in this section 4. There will be no other merger consideration than new shares issued by the Acquiring Company. The share capital of the Acquiring Company shall not be increased in connection with the registration of the merger. The entire increase of equity capital resulting from the merger consideration is entered into the reserve for invested unrestricted equity, i.e., the unrestricted equity of the Acquiring Company. The Acquiring Company's own shares transferred to the Acquiring Company by virtue of the merger are entered into the balance sheet of the Acquiring Company as a negative entry in the reserve for invested unrestricted equity, whereby the net capital increase is zero. If the Acquiring Company after the signing of this merger plan decides to issue new shares, change the number of shares (split or combination), other than in connection with the combination of the different classes of shares, issue option rights or other special rights entitling to shares, the amount of the merger consideration will be increased accordingly so that the said amendments do neither weaken nor improve the position of the shareholders of the Participating Companies from what the position would have been had no such amendment been made. To the extent that the number of Acquiring Company shares distributable to a shareholder of the Merging Company is not a whole number, the fractions that exceed the whole number are combined with the fractions of other shareholders of the Merging Company to create whole Acquiring Company shares and sold in public trading arranged by Nasdaq OMX Helsinki Oy on behalf of those entitled to the fractions. The shares issued as merger consideration will be entitled to dividends and other shareholder's rights from the time the execution of the merger has been registered with the Trade Register. 5 TERMS FOR THE ALLOCATION OF MERGER CONSIDERATION AND TIME OF MERGER CONSIDERATION PAYMENT The merger consideration will be distributed to the shareholders of the Merging Company in proportion to their ownership in the Merging Company. The merger consideration shall be distributed to the Merging Company's shareholders as soon as practicably possible after the execution of the merger has been registered provided that (i) the recipient of the merger consideration has informed the Acquiring Company or a third party named by the Acquiring Company of their book-entry account number and, if the consideration to be given to the Merging Company's shareholder also includes cash due to the possible sale of fractions of shares, a bank account number, and (ii) the recipient of the merger consideration has provided the Acquiring Company or a third party named by the Acquiring Company with share certificates issued for the shares owned by the recipient of the consideration in the Merging Company. If a Merging Company shareholder entitled to the merger consideration has not handed over the share certificates issued for the Merging Company shares to the Acquiring Company or a third party named by the Acquiring Company, or informed its book-entry account number or bank account number for the payment of the merger consideration before the registration of the execution of the merger, the merger consideration shall not be paid until the recipient of the consideration has handed over the share certificates and/or provided the information regarding the book-entry account and, if required, the bank account. The new Acquiring Company shares given as merger consideration will be applied for public trading on the Nasdaq OMX Helsinki list so that the new shares will be subject to public trading by estimation on the next banking day following the registration of the implementation of the merger. 6 OWNERSHIP STRUCTURE The Merging Company does not have any subsidiaries at the time of the execution of the merger. The Merging Company does not own its own shares. The Merging Company owns after the combination of the Acquiring Company´s share classes 11,863,964 shares in the Acquiring Company. The Acquiring Company does not have a parent company. The Acquiring Company does not own shares in the Merging Company. 7 CAPITAL LOANS The Merging Company does not have any capital loans as defined in Chapter 12 of the Companies Act. 8 BUSINESS MORTGAGES The Merging Company does not have any business mortgages as defined in the Finnish Business Mortgages Act (634/1984). The Acquiring Company does not have any business mortgages as defined in the Finnish Business Mortgages Act (634/1984).The registered promissory notes according to the mortgage deed attached hereto as Appendix 1 are all in the possession of the company. 9 RIGHTS OF HOLDERS OF SPECIAL RIGHTS The Participating Companies have not issued any special rights entitling to shares or other securities or units which otherwise entitle to shares, including option rights. 10 SPECIAL BENEFITS No special benefits or rights are conferred to board members, managing directors or auditors of the Participating Companies or the approved auditor completing the merger's audit report in connection with the merger. 11 ARTICLES OF ASSOCIATION OF THE ACQUIRING COMPANY The merger does not require any amendments to the Articles of Association of the Acquiring Company. The Articles of Association of the Acquiring Company have been proposed to be amended in accordance with Appendix 2 at the general meeting resolving on the merger. The entry into force and registration of the amendment of the Articles of Association shall be subject to the conditions for the execution of the merger set forth in section 13 having been fulfilled (with the exception of subsection 13 (i)). 12 DECISION ON THE MERGER The merger in accordance with this merger plan shall be presented to the general meetings of the Participating Companies for approval. 13 CONDITIONS FOR THE MERGER 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 Acquiring 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 prior to the implementation of the merger; (ii) the Merging Company's balance sheet having been prepared applying the principles applicable to the preparation of final accounts and being in accordance with Appendix 3, and Mr. Sixten Nyman, the auditor of the Merging Company, 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 of the Acquiring Company has the right to decide in its reasonable discretion whether the prerequisites set forth in subsection (ii) are satisfied and whether the conditions precedent to the implementation of the merger plan and the execution of the merger have been satisfied. 14 ASSETS, LIABILITIES, AND CAPITAL OF THE MERGING COMPANY Details of the Merging Company's assets, liabilities, and capital appear in the balance sheet enclosed as Appendix 4, which has been approved on April 15, 2009. The balance sheet items of the Merging Company are entered into the balance sheet of the Acquiring Company in accordance with the following accounting principles: It is envisaged that the merger is to be implemented using the acquisition method. The merged balance sheet items of the Merging Company are entered at the book values in the final accounts of the Merging Company. The assets transferred to the Acquiring Company by virtue of the merger are entered into the balance sheet of the Acquiring Company as a negative entry in the reserve for invested unrestricted equity. No entries are made in the liabilities of the Acquiring Company in connection with the merger. Prior to the implementation of the merger the Merging Company shall prepare a balance sheet, applying the principles applicable to the preparation of final accounts. The balance sheet shall be in accordance with Appendix 3. At the time of the completion of the merger, the Merging Company shall not have any other assets than those set forth in Appendix 3 and shall not have any debt, obligations or liabilities. Mr. Sixten Nyman, auditor of the Merging Company, shall audit and issue a report on the balance sheet applying, to the extent applicable, audit rules and regulations. All shareholders of the Merging Company have given a separate undertaking pursuant to which the shareholders shall be liable that the Merging Company does not have any debts or other liabilities at the time of the execution of the merger except as set forth in Appendix 3. 15 DECISIONS UPON TRANSACTIONS NOT FALLING UNDER THE ORDINARY COURSE OF BUSINESS Prior to the date of the balance sheet in accordance with Appendix 3 referred to in section 14 the Merging Company has the right to decide upon transactions other than transactions required for achieving the balance sheet in accordance with Appendix 3, only provided that the managing director of the Acquiring Company authorized by board of directors consents to such decisions. On or after the date of the balance sheet in accordance with Appendix 3 referred to in section 14 the Merging Company has the right to decide upon transactions affecting its level of equity or amount of shares and any other measures, except for execution of the merger, only provided that the managing director of the Acquiring Company authorized by board of directors consents to such decisions. The merger plan does not otherwise affect the decision making of the Merging Company or the Acquiring Company. 16 EXECUTION OF THE MERGER The auditor's report by Mr. Mauri Palvi of KPMG Oy Ab, appointed by the boards of directors of the Participating Companies, is enclosed as Appendix 5. The intended date for the implementation of the merger is without delay after the fulfillment of the conditions set forth in section 13 and as soon as practicable after the creditor claims due date. The objective is that the merger becomes effective on July 31, 2009. The boards of directors of the Participating Companies can jointly alter the planned date of registration of the merger, if need be. 17 LANGUAGE VERSIONS In case of discrepancies between the Finnish and English texts of this merger plan, the Finnish text shall prevail. This merger plan has been executed in two (2) identical counterparts, one for each party. Helsinki, April 15, 2009 FISKARS OYJ ABP AGROFIN OY AB Kaj-Gustaf Bergh Bert Ekroos Appendices to the Merger Plan: 1 Mortgage Deed 2 Proposed Articles of Association of the Acquiring Company 3 Draft Implementation Balance Sheet of the Merging Company (below) 4 Balance Sheet of the Merging Company as of December 31, 2008 5 Report by Approved Auditor Merger Plan - Appendix 3 ASSETS LIABILITIES EUR EUR Securities Equity 9.064.506 series A shares and 2.332.882 series K shares in Fiskars Corporation, corresponding to 11.863.964 single class shares after the combination of the share series of Fiskars Corporation 70.839.656 Total equity 70.839.656 Total 70.839.656 Total 70.839.656
Press and stock exchange releases from Fiskars Corporation, dating from 1997 have been gathered onto this page. Additional financial data related to interim reports and the annual reports stock exchange releases can be retrieved from 2000 onwards.