Fiskars Oyj Abp — Proxy Solicitation & Information Statement 2020

Feb 5, 2020

NOTICE TO FISKARS ANNUAL GENERAL MEETING

NOTICE TO FISKARS ANNUAL GENERAL MEETING

Fiskars Corporation
Stock exchange release
February 5, 2020 at 8.45 a.m. EET

NOTICE TO FISKARS ANNUAL GENERAL MEETING

Notice is given to the shareholders of Fiskars Corporation to the Annual General
Meeting to be held on Wednesday, March 11, 2020 at 3.00 p.m. at the Helsinki
Exhibition & Convention Centre, the Conference Center (visiting address:
Messuaukio 1, Helsinki, Finland). The reception of persons who have registered
for the meeting and the distribution of voting tickets will commence at 2.00
p.m.

A. Matters on the agenda of the Annual General Meeting

At the Annual 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. Presentation of the annual accounts, the report of the Board of Directors and
   the auditor’s report for the year 2019

- Review by the President and CEO

1. Adoption of the annual accounts

2. 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 0.56 per share shall be paid for the financial period that ended on December
31, 2019. The dividend shall be paid in two instalments. The ex-dividend date
for the first instalment of EUR 0.28 per share shall be on March 12, 2020. The
first instalment shall be paid to a shareholder who is registered in the
shareholders’ register of the company maintained by Euroclear Finland Ltd on the
dividend record date March 13, 2020. The payment date proposed by the Board for
this instalment is March 20, 2020.

The second instalment of EUR 0.28 per share shall be paid in September 2020. The
second instalment shall be paid to a shareholder who is registered in the
shareholders’ register of the company maintained by Euroclear Finland Ltd 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 8, 2020. The ex
-dividend date for the second instalment would be September 9, 2020, the
dividend record date for the second instalment would be September 10, 2020 and
the dividend payment date September 17, 2020, at the latest.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability

2. Adaption of the Remuneration Policy for governing bodies

The Board of Directors proposes to the Annual General Meeting that the
Remuneration Policy for the governing bodies be adopted.

The Remuneration Policy for the governing bodies is available on the company’s
website at https://www.fiskarsgroup.com no later than February 19, 2020.

1. 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 45,000, the annual fee of
the Vice Chairman EUR 60,000 and the annual fee of the Chairman EUR 90,000. In
addition, it is proposed that for Board and Committee meetings other than the
meetings of the Audit Committee, the Board/Committee members residing in Finland
be paid a fee of EUR 750 per meeting and the Board/Committee members residing
abroad be paid a fee of EUR 2,000 per meeting and the Chairmen of the Board of
Directors and said Committees be paid a fee of EUR 1,500 per meeting. For
meetings of the Audit Committee, it is proposed that the Committee members
residing in Finland be paid a fee of EUR 1,000 per meeting and the Committee
members residing abroad be paid a fee of EUR 2,250 per meeting and the Chairman
of the Audit Committee be paid a fee of EUR 2,500 per meeting.

It is further 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.

1. 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.

1. 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, Jyri Luomakoski,
Inka Mero, Fabian Månsson, Peter Sjölander and Ritva Sotamaa. The Nomination
Committee proposes further that the Annual General Meeting shall elect Nathalie
Ahlström as a new member of the Board of Directors. Information about the
experience and former positions of the proposed new member of the Board of
Directors is available at the end of this release and on Fiskars Corporation’s
website at www.fiskarsgroup.com.

All the above individuals have given their consent to the election and stated as
their intention, should they be elected, to elect Paul Ehrnrooth Chairman and
Jyri Luomakoski Vice Chairman of the Board of Directors. Further, all the above
individuals have stated as their intention, should they be elected, to establish
a Nomination Committee and appoint Paul Ehrnrooth (Chairman) and Fabian Månsson
as the members of the Nomination Committee and Alexander Ehrnrooth as an
external member to the Nomination Committee and to further establish an Audit
Committee and a Human Resources and Compensation Committee with members to be
appointed among the Board members.

1. Resolution on the remuneration of the auditor

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

1. 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.

1. Authorizing the Board of Directors to decide on the repurchase 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 acquisition in total of a maximum of
4,000,000 own shares, in one or several installments, 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 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 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, 2021 and cancels the corresponding
authorization granted to the Board of Directors by the Annual General Meeting on
March 13, 2019.

1. 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 installments,
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 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, 2021 and cancels the corresponding
authorization granted to the Board of Directors by the Annual General Meeting on
March 13, 2019.

1. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda of the Annual
General Meeting as well as this notice are available on Fiskars Corporation’s
website at www.fiskarsgroup.com. The company’s annual accounts, the report of
the Board of Directors and the auditor’s report as well as the Remuneration
Policy of Fiskars Corporation, are available on the above-mentioned website no
later than February 19, 2020. The proposals of the Board of Directors and its
Committees as well as the annual report, including the company’s annual
accounts, the report of the Board of Directors and the auditor’s report and
Remuneration Policy, are also available at the Annual General Meeting.

The minutes of the meeting will be available on the above-mentioned website as
from March 25, 2020.

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 on February 28, 2020 in the shareholders’
register of the company held by Euroclear Finland Ltd., has the right to
participate in the Annual 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 Annual General Meeting, shall register for
the meeting no later than March 6, 2020 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.

Such notice can be given:

a) on Fiskars Corporation’s website www.fiskarsgroup.com or

b) by telephone +358 (0)20 770 6875; Monday–Friday, between 9.00 a.m. and 4.00
p.m.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business ID, address, telephone number and 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 Annual General Meeting and with the processing of related registrations.

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares, based on which he/she on the record
date of the Annual General Meeting, i.e. on February 28, 2020, would be entitled
to be registered in the shareholders’ register of the company held by Euroclear
Finland Ltd.

The right to participate in the Annual General Meeting requires, in addition,
that the shareholder on the basis of such shares has been registered into the
temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by
March 6, 2020, by 10.00 a.m. As regards nominee registered shares this
constitutes due registration for the Annual General Meeting. Changes in
shareholding after the record date do not affect the right to participate in the
meeting or the number of voting rights held in the meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholder’s
register of the company, the issuing of proxy documents and registration for the
Annual 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 Annual General Meeting, into
the temporary shareholders’ register of the company at the latest by the time
stated above.

1. Proxy representative and powers of attorney

A shareholder may participate in the Annual 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 at the Annual General
Meeting. When a shareholder participates in the Annual General Meeting by means
of several proxy representatives representing 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 for the Annual General Meeting.

Possible proxy documents should be delivered to Fiskars Corporation, Legal
Department, P.O. Box 130, FI-00561 Helsinki, Finland before the last date for
registration.

1. Other instructions and information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the Annual 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, Fiskars Corporation has a total of 81,905,242 shares
entitling to a total of 81,905,242 votes.

Coffee will be served to the shareholders after the meeting.

Helsinki, February 4, 2020

FISKARS CORPORATION

The Board of Directors

For more information, please contact:

Chief Legal Officer Päivi Timonen, tel. +358 40 7768264

Information about the experience and former positions of the new nominee to the
Board of Directors

Nathalie Ahlström (born 1974) is a Finnish citizen and holds a Master of Science
from Åbo Akademi University. She is the EVP Confectionery of Fazer Group.
Nathalie Ahlström has previously served in various roles at Amcor, Huhtamäki and
Pöyry, for example in Singapore, Switzerland, India and Indonesia. Ahlström is
independent of Fiskars Corporation and its significant shareholders.

Making the everyday extraordinary
Fiskars Group’s purpose is to make the everyday extraordinary. With our family
of lifestyle brands including Fiskars, Gerber, Iittala, Royal Copenhagen,
Waterford, and Wedgwood, we want to create a positive, lasting impact on our
quality of life. Our products are available in more than 100 countries and we
employ around 7,000 people in 30 countries. Please visit us at
www.fiskarsgroup.com for more information.

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