Notice to convene extr.general meeting
Notice to Fiskars Corporation’s Extraordinary General Meeting
Fiskars Corp. Stock Exchange Release October 31, 2014 at 8:30 EET
Notice is given to the shareholders of Fiskars Corporation to the Extraordinary General Meeting to be held on Tuesday, December 9, 2014 at 4.00 p.m. at Media Centre Lume (visiting address: Hämeentie 135 C, Helsinki). Coffee will be served to the shareholders before the meeting starting at 3.00 p.m.
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 3.00 p.m.
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. Proposal to pay extra dividend
The Board of Directors proposes that the Extraordinary General Meeting resolves to pay an extra dividend of EUR 2.60 per share based on the adopted balance sheet for the financial period ended on December 31, 2013. The dividend will be paid to a shareholder, who is registered as a shareholder in the company’s shareholders' register held by Euroclear Finland Ltd on the dividend record date, which is December 11, 2014. The Board of Directors proposes that the dividend be paid on December 18, 2014.
7. Proposal to amend the Articles of Association
The Board of Directors proposes to the Extraordinary General Meeting that Section 2 of the Articles of Association of the Company be amended as follows:
“The Company's field of activities consists of the development, manufacturing and sale of goods and related and supporting industrial and commercial activities. In addition, the Company may practice agriculture and forestry and buy, sell, hold and otherwise govern securities and real-estate. The Company may conduct its operations by itself or through subsidiaries or associated companies. As a parent company the Company may also manage common tasks of the group companies such as administration and financing.”
8. Closing of the meeting
B. Documents of the Extraordinary General Meeting
This notice, which includes the above-mentioned proposals 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 by 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 no later than November 18, 2014. The proposals of the Board of Directors and other documents are also available at the meeting. Copies of these documents will be sent to shareholders upon request. The minutes of the Extraordinary General Meeting are available on the above-mentioned website from December 23, 2014 onwards.
C. Instructions for the participants in the Extraordinary General Meeting
1. Shareholders’ registered in the shareholders’ register
Each shareholder, who is registered on the record date November 27, 2014 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 Finnish 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 Extraordinary General Meeting, shall register for the meeting no later than December 4, 2014 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) through the Fiskars Corporation’s website www.fiskarsgroup.com or
(b) by telephone +358 (0) 207 706 875 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, 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 Extraordinary General Meeting and with the processing of related registrations.
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. When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives, which represent the shareholder with shares at 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, 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. on November 27, 2014, would be entitled to be registered in the shareholders’ register of the company 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 temporarily registered into the shareholders’ register held by Euroclear Finland Ltd. at the latest by December 4, 2014 at 10.00 a.m. 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 temporary registration in the shareholders’ 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 register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, into the temporary 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 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.
On the date of this notice, the total number of shares in Fiskars Corporation is 81,905,242 shares entitling to a total of 81,905,242 votes.
Helsinki, October 31, 2014
Board of Directors
Fiskars 365 – celebrating centuries of pride, passion and design. Every day.
Established in 1649 as an ironworks in a small Finnish village, Fiskars has grown to be a leading global supplier of consumer products for the home, garden and outdoors. Available in more than 60 countries, Fiskars products solve everyday problems, making daily home, garden and outdoor projects easier and more enjoyable through superior performance and design. Fiskars is listed on NASDAQ OMX Helsinki, and the company’s net sales were 799 million euro in 2013. The Group’s key international brands are Fiskars, Iittala and Gerber. www.fiskarsgroup.com/365