2025-02-06 07:45:00 CET

2025-02-06 07:45:06 CET


REGULATED INFORMATION

English
Fiskars - Notice to general meeting

NOTICE TO FISKARS CORPORATION ANNUAL GENERAL MEETING


Fiskars Corporation
Stock Exchange Release
February 6, 2025 at 8:45 a.m. EET

NOTICE TO FISKARS CORPORATION ANNUAL GENERAL MEETING

Notice is given to the shareholders of Fiskars Corporation to the Annual General
Meeting to be held on Wednesday, March 12, 2025 at 3.00 p.m. at Finlandia Hall,
Congress wing (visiting address: Mannerheimintie 13 e, Entrance lobby M1,
Helsinki, Finland).

The reception of participants who have registered for the meeting and the
distribution of voting tickets will commence at 2.00 p.m. Shareholders may also
exercise their voting rights by voting in advance or by way of proxy
representation. Instructions for advance voting and authorization of proxy
representatives are presented in Section C of this notice.

Shareholders registered for the Annual General Meeting may also follow the
meeting via a live webcast. Instructions on how to follow the webcast are
available on the company's website at fiskarsgroup.com/agm2025. It will be
possible to submit questions to the management during the review by the
President and CEO. However, such questions do not constitute questions referred
to in Chapter 5, Section 25 in the Finnish Companies Act. It is not possible to
ask other questions, make counterproposals, make other interventions, or vote
via webcast. Following the meeting via webcast shall not be considered as
participation in the Annual General Meeting or as the exercise of shareholders'
rights. Shareholders who intend to follow the meeting via webcast and wish to
exercise their voting rights are referred to vote in advance or by way of proxy
representation. Further instructions regarding the webcast will be available in
section C of this notice.

A. Matters on the Agenda of the Annual General Meeting

Information and proposals concerning the formal organisational matters in agenda
items 1 to 5 are included in a separate organisational document published on the
company's website at fiskarsgroup.com/agm2025, which document also constitutes a
part of this notice. The document will be supplemented as needed at the meeting
with such information that is not available before the Annual General Meeting.

At the Annual General Meeting, the following matters shall be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting
of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adopting the list of votes

6. Presentation of the financial statements, the report of the Board of
Directors, the auditor's report and the sustainability statement assurance
report for the year 2024

- Review by the President and CEO

The company's financial statements, the report of the Board of Directors, the
auditor's report and the sustainability statement assurance report will be
available on the company's website at fiskarsgroup.com/agm2025 no later than
February 19, 2025.

7. Adoption of the financial statements

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 0.84 per share shall be paid for the financial period that ended on December
31, 2024. The dividend shall be paid in two instalments. The ex-dividend date
for the first instalment of EUR 0.42 per share shall be on March 13, 2025. The
first instalment shall be paid to a shareholder who is registered in the
shareholders' register of the company maintained by Euroclear Finland Oy on the
dividend record date March 14, 2025. The payment date proposed by the Board of
Directors for this instalment is March 21, 2025.

The second instalment of EUR 0.42 per share shall be paid in September 2025. The
second instalment shall be paid to a shareholder who is registered in the
shareholders' register of the company maintained by Euroclear Finland Oy 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 9, 2025. The ex
-dividend date for the second instalment would be September 10, 2025, the
dividend record date would be September 11, 2025 and the dividend payment date
September 18, 2025, at the latest.

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

10. Adoption of the remuneration report for governing bodies

The Board of Directors proposes that the Annual General Meeting adopts the
remuneration report for the governing bodies.

The remuneration report will be available on the company's website at
fiskarsgroup.com/agm2025 no later than February 19, 2025.

11. 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 of Directors shall be EUR 70,000, the annual fee of
the Vice Chair EUR 105,000 and the annual fee of the Chair EUR 140,000.

In addition, it is proposed that for Board and Committee meetings other than the
meetings of the Audit Committee, the Board/Committee members shall be paid EUR
750 for meetings requiring travel within one (1) country and EUR 2,000 for
meetings requiring international travel. The Chairs of the Board of Directors
and said Committees shall be paid a fee of EUR 1,500 per meeting requiring
travel within one (1) country and EUR 2,000 for meetings requiring international
travel.

For the meetings of the Audit Committee, it is proposed that the Committee
members be paid EUR 1,000 for meetings requiring travel within one (1) country
and EUR 2,250 for meetings requiring international travel. The Chair of the
Audit Committee shall be paid a fee of EUR 2,500 per meeting.

For Board/Committee meetings held per capsulam or as teleconference, it is
proposed that the Chairs of the Board of Directors as well as said Committees be
paid a fee per meeting that does not differ from meetings fees otherwise payable
to them and Board/Committee members be paid a fee of EUR 750 per meeting.

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

According to the proposal of the Nomination Committee, the remuneration of the
members of Board of Directors would remain at the level of the previous term and
be in accordance with the company's remuneration policy.

12. 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
nine (9).

However, should any number of the candidates proposed by the Nomination
Committee for any reason not be available for election to the Board of Directors
at the Annual General Meeting, the proposed number of members shall be decreased
accordingly.

13. 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
of Directors: Albert Ehrnrooth, Paul Ehrnrooth, Louise Fromond, Julia Goldin,
Carl-Martin Lindahl, Jyri Luomakoski and Susan Repo.  Volker Lixfeld has
informed 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 Rolf Ladau and Susanne Skippari as new members of the Board
of Directors. Information about the experience and former positions of Ladau and
Skippari is attached to this Stock Exchange Release and of the proposed other
members of the Board of Directors is available on Fiskars Corporation's website
at https://fiskarsgroup.com/about-us/board-of-directors/.

All the above individuals have given their consent to the election and stated as
their intention, should they be elected, to elect Paul Ehrnrooth as Chair and
Jyri Luomakoski as Vice Chair of the Board of Directors.

With regard to the procedure for the selection of the members of the Board of
Directors, the Nomination Committee of the Board of Directors recommends that
the shareholders give their view on the proposal as a whole at the Annual
General Meeting. The Nomination Committee has estimated that in addition to the
qualifications of the individual candidates for the Board of Directors, the
proposed composition of the Board of Directors also meets other requirements set
for a listed company by the Corporate Governance Code.

Should any of the candidates presented above for any reason not be available for
election to the Board of Directors at the Annual General Meeting, the remaining
available candidates are proposed to be elected in accordance with the proposal
by the Nomination Committee.

14. Resolution on the remuneration of the auditor

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

15. Election of auditor

The Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Audit Committee of the Board of Directors, that
Ernst & Young Oy, Authorized Public Accountants firm, be reappointed as the
company's auditor.

16. Resolution on the remuneration of the sustainability reporting assurance
provider

The Board of Directors proposes that the remuneration of the sustainability
reporting assurance provider be paid according to the reasonable invoice
approved by the Board of Directors.

17. Election of sustainability reporting assurance provider

The Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Audit Committee of the Board of Directors, that
Ernst & Young Oy, Authorized Sustainability Audit firm, be reappointed as the
company's sustainability reporting assurance provider.

18. Authorizing the Board of Directors to decide on the repurchase and/or the
acceptance as pledge 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 repurchase of the company's own shares
and/or the acceptance as pledge of the company's own shares. The maximum number
of shares to be repurchased and/or accepted as pledge is 4,000,000. Acquisitions
of own shares may be made in one or several instalments and by 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 at the time 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 a part of the company's
incentive system as well as otherwise for further transfer, retention or
cancellation.

The Board of Directors is authorized to decide on all other terms and conditions
regarding the acquisition and/or pledge of the company's own shares. Based on
the authorization, the acquisition of the 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, 2026 and cancels the authorization
to decide on the repurchase of the company's own shares granted to the Board of
Directors by the Annual General Meeting on March 13, 2024.

19. 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 of Directors to decide on the transfer of a total maximum of 4,000,000 own
shares held as treasury shares (share issue), in one or several instalments,
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 systems.

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, 2026 and cancels the corresponding
authorization granted to the Board of Directors by the Annual General Meeting on
March 13, 2024.

20. Closing of the meeting

B. Documents of the Annual General Meeting

The aforementioned proposals for the decisions on the matters on the agenda of
the Annual General Meeting, this notice as well as the organisational document
of the Annual General Meeting are available on Fiskars Corporation's website at
fiskarsgroup.com/agm2025. The company's financial statements, the report of the
Board of Directors, the auditor's report and the sustainability statement
assurance report as well as the remuneration report and the remuneration policy
of Fiskars Corporation (adopted in the Annual General Meeting 2022), are
available on the aforementioned website no later than February 19, 2025. The
proposed resolutions and other documents referred to above will also be
available for inspection at the Annual General Meeting.

The minutes of the Annual General Meeting will be available on the
aforementioned website as of March 26, 2025 at the latest.

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 in the shareholders' register held by
Euroclear Finland Oy on the record date of the Annual General Meeting on
February 28, 2025, has the right to attend the Annual General Meeting. Any
shareholder whose shares are recorded in their personal Finnish book-entry
account is registered in the shareholders' register of the company.

Registration for the Annual General Meeting commences on February 6, 2025 at
9.00 a.m. A shareholder who is registered in the shareholders' register of the
company and wishes to participate in the Annual General Meeting shall register
for the meeting no later than March 7, 2025 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.

A shareholder can register for the Annual General Meeting:

a) Through Fiskars Corporation's website at fiskarsgroup.com/agm2025.
 (http://www.fiskarsgroup.com/agm2024) Electronic registration requires strong
identification of the shareholder or their legal representative or proxy with a
Finnish or Swedish bank ID or mobile certificate.

b) By telephone on +358 10 2818 909 on weekdays at 9:00 a.m. to 12:00 p.m. and
1:00 p.m. to 4:00 p.m. When registering by phone, a shareholder cannot vote in
advance.

c) By e-mail to Innovatics Oy at agm@innovatics.fi. Shareholders registering by
e-mail shall submit the registration form and advance voting form available on
the company's website or corresponding information.

In connection with the registration, the shareholder and their representative
are required to provide information, such as the shareholder's name, date of
birth or business ID, contact details, the name of any assistant or proxy
representative and the proxy representative's date of birth. Personal data
provided by the shareholders to Fiskars Corporation is only used in connection
with the Annual General Meeting and the processing of necessary registrations
related thereto.

The shareholder, their representative or proxy must be able to prove their
identity and/or right of representation at the meeting venue.

2. Holder of nominee registered shares

A holder of nominee registered shares has the right to attend the Annual General
Meeting by virtue of the shares based on which they would be entitled to be
registered in the shareholders' register of the company held by Euroclear
Finland Oy on the record date of the Annual General Meeting on February 28,
2025. Participation also requires that the shareholder is temporarily registered
in the shareholders' register held by Euroclear Finland Oy on March 7, 2025 by
10.00 a.m. at the latest. As regards nominee registered shares, this constitutes
due registration for the Annual General Meeting. Changes in shareholding after
the record date of the Annual General Meeting do not affect the right to
participate in the meeting or the number of voting rights held at the meeting.

A holder of nominee registered shares is advised to request from their custodian
bank without delay necessary instructions regarding temporary registration in
the shareholders' register of the company, the issuing of proxy documents and
voting instructions, registration for the Annual General Meeting as well as
advance voting. The account manager of the custodian bank shall temporarily
register a holder of nominee registered shares who wishes to attend the Annual
General Meeting in the shareholders' register of the company and, if necessary,
vote in advance on behalf of the nominee registered shareholder by March 7, 2025
by 10.00 a.m. at the latest.

Further information is available on the company's website at
fiskarsgroup.com/agm2025.

3. Proxy representative and powers of attorney

A shareholder may attend the Annual General Meeting and exercise their rights at
the meeting by way of proxy representation. A proxy representative may also
choose to vote in advance in the manner described in this notice. The proxy
representative must authenticate to the electronic registration service
personally with strong authentication, after which they will be able to register
and, if necessary, vote in advance on behalf of the shareholder they represent.
A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate their right to represent the shareholder at the
Annual General Meeting. The representation right can also be demonstrated by
using the suomi.fi authorisation service available in the electronic
registration service.

A model proxy document and voting instructions are available on the company's
website at fiskarsgroup.com/agm2025. If a shareholder attends the Annual General
Meeting by means of several proxy representatives representing the shareholder
with shares held on different securities accounts, the shares by which each
proxy representative represents the shareholder shall be identified in
connection with the registration for the Annual General Meeting.

Any proxy documents are requested to be submitted preferably as an attachment in
connection with the electronic registration or alternatively by e-mail to
agm@innovatics.fi or as originals by mail to Innovatics Oy, AGM / Fiskars
Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, before the end of the
registration period on March 7, 2025 at 4.00 p.m.

Delivery of proxy documents by the due date for the registration constitutes due
registration for the Annual General Meeting, provided that the aforementioned
information required for the registration described in Section C.1. is included
in the delivered documents.

4. Voting in advance

A shareholder whose shares in the company are registered in their personal
Finnish book-entry account can vote in advance on certain items on the agenda of
the Annual General Meeting between February 6, 2025 at 9.00 a.m. and March 7,
2025 at 4.00 p.m.

a) through the company's website at fiskarsgroup.com/agm2025. Login to the
service is done in the same way as for registration, described in section C.1 of
this notice, or

b) by submitting the advance voting form available on the company's website or
corresponding information to Innovatics Oy by mail to Innovatics Oy, AGM /
Fiskars Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to
agm@innovatics.fi.

Advance votes must be received by the time the advance voting ends. The
submission of votes by mail or e-mail before the end of the registration and
advance voting period constitutes due registration for the Annual General
Meeting, provided that it contains the above information required for
registration.

A shareholder who has voted in advance cannot exercise the right to ask
questions or demand a vote under the Finnish Companies Act unless they attend
the meeting in person or by way of proxy representation.

For holders of nominee registered shares, advance voting is carried out via the
custodian bank. The account manager of the custodian bank may cast advance votes
on behalf of the holders of nominee registered shares in accordance with the
voting instructions provided by the holders of nominee registered shares during
the registration period for the nominee-registered shares.

An agenda item subject to advance voting is considered to have been presented
unchanged to the Annual General Meeting. The terms and conditions as well as
other instructions concerning the electronic advance voting are available on the
company's website at fiskarsgroup.com/agm2025. Additional information is
available during the registration period by telephone on +358 10 2818 909 on
weekdays at 9.00 a.m. to 12.00 a.m. and 1.00 p.m. to 4.00 p.m.

5. Other instructions and information

Each shareholder, who has registered for the Annual General Meeting in
accordance with the instructions above, may follow the meeting via a live
webcast. A video link and password to the webcast will be sent by email and/or
as a text message to the email address and/or phone number provided in
connection with the registration on the day prior to the Annual General Meeting.
The shareholders following the webcast may submit written questions and comments
during the review by the President and CEO through a chat functionality provided
in the webcast platform. Following the webcast or submitting written question or
comments is not considered participation in the Annual General Meeting or using
shareholders' right to request information or speak at the meeting in accordance
with the Finnish Companies Act. Written questions submitted in the chat do not
constitute questions referred to in Chapter 5, Section 25 in the Finnish
Companies Act. The written questions and comments submitted in the chat will be
brought to the audience of the Annual General Meeting and answered in the Annual
General Meeting if the Chairperson of the meeting considers it appropriate.
Shareholders who intend to participate via webcast and wish to exercise their
voting rights are referred to vote in advance or by way of proxy representation.
Additional information on the webcast is available on the company's website at
fiskarsgroup.com/agm2025.

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

Changes in shareholding after the record date do not affect the right to
participate in the Annual General Meeting or the number of voting rights.

On the date of this notice to the Annual General Meeting, February 6, 2025, the
total number of shares and votes in Fiskars Corporation is 81,000,000.

Coffee will be served to the shareholders after the meeting.

In Espoo, February 6, 2025

FISKARS CORPORATION

BOARD OF DIRECTORS

Further information:

Päivi Timonen, Chief Legal Officer, tel. +358 40 776 8264

Fiskars Group in brief

Fiskars Group (FSKRS, Nasdaq Helsinki) is the global home of design-driven
brands for indoor and outdoor living. Since 1649, we have designed products of
timeless, purposeful, and functional beauty, while driving innovation and
sustainable growth. In 2024, Fiskars Group's global net sales were EUR 1.2
billion and we had close to 7,000 employees. We have two Business Areas (BA),
Vita and Fiskars.

BA Vita offers premium and luxury products for the tableware, drinkware, jewelry
and interior categories. Its well-known brands include Georg Jensen, Royal
Copenhagen, Wedgwood, Moomin Arabia, Iittala and Waterford. In 2024, BA Vita's
reported net sales were EUR 605 million. Already 50% of BA Vita's net sales
comes from direct-to-consumer sales, comprising approximately 500 stores and
approximately 60 e-commerce sites.

BA Fiskars consists of the gardening and outdoor categories, in addition to the
scissors and creating, as well as cooking categories. The brands include Fiskars
and Gerber. In 2024, BA Fiskars' net sales were EUR 547 million.

Read more: fiskarsgroup.com