Fiskars - Decisions of general meeting

Resolutions of Fiskars Corporation’s Annual General Meeting 2016

Fiskars Corporation
Stock Exchange Release
March 9, 2016 at 17.00 EET

Resolutions of Fiskars Corporation’s Annual General Meeting 2016

The Annual General Meeting of shareholders of Fiskars Corporation was held at
Helsinki Exhibition & Convention Centre, the Conference Center on March 9,
2016. The Annual General Meeting approved the financial statements for 2015 and
discharged the members of the Board and the President and CEO from the
liability. 

THE USE OF PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDED

The Annual General Meeting decided in accordance with the proposal by the Board
of Directors  to pay dividend of EUR 0,70 per share for the financial period
that ended on December 31, 2015. 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 March 11,
2016. The dividend payment date is March 18, 2016. 

ELECTION AND REMUNERATION OF THE BOARD OF DIRECTORS

The Annual General Meeting decided that the Board of Directors shall consist of
ten members. Paul Ehrnrooth, Alexander Ehrnrooth, Ingrid Jonasson Blank, Louise
Fromond, Gustaf Gripenberg, Inka Mero, Fabian Månsson, Peter Sjölander and
Ritva Sotamaawere re-elected. Jyri Luomakoski was elected as a new member. The
term of the Board members will expire at the end of the Annual General Meeting
in 2017. 

Convening after the Annual General Meeting held on March 9, 2016 the Board of
Directors elected Paul Ehrnrooth as its Chairman and and Alexander Ehrnrooth as
the Vice Chairman. The Board decided to establish an Audit Committee, a
Compensation Committee and a Nomination, Strategy Committee and an Investment
Committee. The Board appointed Jyri Luomakoski (Chairman), Ingrid Jonasson
Blank, Alexander Ehrnrooth, Louise Fromond, Gustaf Gripenberg and Ritva Sotamaa
as members of the Audit Committee. Paul Ehrnrooth (chairman), Inka Mero and
Peter Sjölander were appointed as the members of the Compensation Committee.
The Board appointed Paul Ehrnrooth (chairman), Alexander Ehrnrooth and Fabian
Månsson as the members of the Nomination and Strategy Committee. The Board
appointed Paul Ehrnrooth (chairman), Alexander Ehrnrooth and Jyri Luomakoski as
members of Investment Committee. 

The Annual General Meeting decided that the annual fees of the members of the
Board shall be EUR 45,000, the annual fees of the Vice Chairman EUR 60,000 and
annual fees of the Chairman of the Board EUR 90,000. In addition, for the Board
and Committee meetings, the Board members residing in Finland shall be paid a
fee of EUR 750 per meeting and the Board members residing abroad shall be paid
a fee of EUR 2,000 per meeting and the Chairman of the Board of Directors and
the Committees shall be paid a fee of EUR 1,500 per meeting. Further the Board
members are reimbursed for their travel and other expenses incurred due to
their activities in the interest of the company. 

ELECTION AND REMUNERATIONS OF THE AUDITOR AND THE DEPUTY AUDITOR

KPMG Oy Ab, Authorized Public Accountants firm, was elected as auditor for the
term that will expire at the end of the Annual General Meeting in 2017. KPMG Oy
Ab has announced that the responsible auditor will be Virpi Halonen, APA. The
Annual General Meeting decided that the auditors' fees shall be paid according
to a reasonable invoice approved by the Board of Directors. 

AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUISITION OF THE
COMPANY’S OWN SHARES 

The Annual General Meeting decided to authorize the Board to decide on the
acquisition of a maximum of 4,000,000 own shares, in one or several
instalments, 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 on the date 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 part of the company’s
incentive system and otherwise for further transfer, retention or cancellation.
The Board of Directors is authorized to decide on all other terms and
conditions regarding the acquisition 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, 2017 and cancels the
corresponding authorization granted to the Board by the Annual General Meeting
on March 12, 2015. 

AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE CONVEYANCE OF THE COMPANY’S
OWN SHARES 

The Annual General Meeting decided to authorize the Board to decide on the
transfer of own shares (share issue) held as treasury shares of a maximum of
4,000,000 shares 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 system. 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 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, 2017 and cancels the corresponding authorization granted to the Board by
the Annual General Meeting on March 12, 2015. 


FISKARS CORPORATION

Board of Directors


Further information:

  -- Kari Kauniskangas, President and CEO, tel. +358 204 39 5500
  -- Päivi Timonen, General Counsel, tel. +358 204 39 8264



Fiskars – 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 consumer goods company with globally recognized brands
including Fiskars, Iittala, Gerber, Wedgwood and Waterford. With iconic
products, strong brands and global ambitions, Fiskars’ mission is to enrich
people’s lives in home, garden and outdoor. Fiskars’ products are available in
more than 100 countries and the company employs around 9,000 people in 30
countries. Fiskars is listed on Nasdaq Helsinki. www.fiskarsgroup.com.

Attachments:

20160309 Resolutions of Fiskars Annual General Meeting 2016_eng.pdf