Notice to convene extr.general meeting
Notice to Fiskars Corporation’s Extraordinary General Meeting
Fiskars Corp. Stock Exchange Release August 2, 2012 at 9.00 a.m. EET
Notice is given to the shareholders of Fiskars Corporation to the Extraordinary General Meeting to be held on Wednesday, September 12, 2012 at 1.00 p.m. at Media Centre Lume (visiting address: Hämeentie 135 C, Helsinki). Coffee will be served to the shareholders before the meeting starting at 12.00 noon.
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 Extraordinary General Meeting
At the Extraordinary 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. Resolution on the payment of extra dividend
The Board of Directors proposes to the Extraordinary General Meeting that an extra dividend of EUR 0.75 per share be distributed to Fiskars’ shareholders based on the annual accounts adopted for the financial period ended on December 31, 2011. The dividend will be paid to shareholders, who are registered in the company’s shareholders' register maintained by Euroclear Finland Ltd on the record date for the payment of dividend, which is September 17, 2012. The dividend payment date proposed by the Board to the Extraordinary General Meeting is September 24, 2012.
7. Closing of the meeting
B. Documents of the Extraordinary General Meeting
This notice, which includes the above-mentioned proposal of the Board of Directors on the agenda of the Extraordinary General Meeting, as well as the annual report of Fiskars Corporation, including the company's annual accounts, the report of the Board of Directors and the auditor's report, are available on Fiskars Corporation's website at www.fiskarsgroup.com. Other documents, which according to the Finnish Companies Act shall be kept available for the shareholders, will be available on the above-mentioned website from August 22, 2012 onwards. The proposal of the Board of Directors, the annual report as well as other documents that according to the Finnish Companies Act shall be kept available are also available at the Extraordinary General Meeting. The minutes of the Extraordinary General Meeting are available on the above-mentioned website from September 26, 2012 onwards.
C. Instructions for the participants in the Extraordinary General Meeting
1. The right to participate and registration
Each shareholder, who is registered on the record date August 31, 2012 in the shareholders' register of the company held by Euroclear Finland Ltd, has the right to participate in the Extraordinary 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 wants to participate in the Extraordinary General Meeting, shall register for the meeting no later than September 7, 2012 at 3.00 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 the Fiskars Corporation’s website www.fiskarsgroup.com or
(b) by telephone +358 (0) 204 39 51 71 Monday-Friday between 9.00 a.m. and 3.00 p.m.
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 Extraordinary General Meeting and with the processing of related registrations.
Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is present at the Extraordinary General 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 Extraordinary 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 Extraordinary 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, P.O. Box 130, 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 Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, i.e .August 31, 2012, would be entitled to be registered in the shareholders’ register held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporary registered into the shareholders’ register held by Euroclear Finland Ltd at the latest by September 7, 2012 by 10.00 am. As regards nominee registered shares this constitutes due registration for the Extraordinary 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 shareholder’s register of the company, the issuing of proxy documents and registration for the Extraordinary 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 Extraordinary General Meeting, into the shareholders’ register of the company at the latest by the time stated above.
4. Other instructions and information
On the date of this notice, Fiskars Corporation has a total of 82,023,341 shares entitling to a total of 82,023,341 votes.
Helsinki, August 2, 2012
Board of Directors