AGM Information • Feb 4, 2010
AGM Information
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Notice to the Amer Sports Corporation Annual General Meeting
Amer Sports Corporation
STOCK EXCHANGE RELEASE
February 4, 2010 at 4:30 am
Shareholders of Amer Sports Corporation (the "Company") are hereby summoned to
the Company's Annual General Meeting to be held at 2 pm on Wednesday, March
10, 2010 at its headquarters at Mäkelänkatu 91, Helsinki, Finland. The reception
of persons who have registered for the Annual General Meeting and the
distribution of voting tickets will commence at 1:30 pm.
A. THE FOLLOWING MATTERS WILL BE ON THE AGENDA OF THE MEETING:
Opening of the Annual General Meeting
Calling the Annual General Meeting to order
Election of persons to scrutinize the minutes and to supervise the counting
of votes
Recording the legality of the Annual General Meeting
Recording the attendance at the Annual General Meeting and adoption of the
list of votes
Presentation of the annual accounts, the report of the Board of Directors
and the auditor's report for the year 2009
* Review by the President and CEO
Adoption of the annual accounts
Resolution on use of the profit shown on the balance sheet and the payment
of dividend
The Board of Directors proposes to the Annual General Meeting a dividend of
EUR 0.16 per share to be paid for the financial year ended December
31, 2009. The dividend will be paid to shareholders who are registered on
the list of shareholders maintained by Euroclear Finland Ltd as of March
15, 2010, which is the record date for the dividend payment. The dividend
will be paid on March 23, 2010.
Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
Resolution on the remuneration of the members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the Annual
General Meeting that the remuneration payable to the members of the Board
of Directors to be elected at the Annual General Meeting for the term until
the close of the Annual General Meeting in 2011 be unchanged from 2009 and
be as follows: Chairman EUR 80,000, Vice Chairman EUR 50,000, and other
members EUR 40,000. No extra remuneration is paid from attending meetings
of the Board of Directors or meetings of the Committees of the Board of
Directors. Of the annual remuneration, 40% is being paid in the form of the
Company's shares and 60% in cash.
Resolution on the number of the members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the Annual
General Meeting that the number of the members of the Board of Directors is
confirmed to be seven (7).
Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the Annual
General Meeting that Anssi Vanjoki, Ilkka Brotherus, Pirjo Väliaho, Martin
Burkhalter, Christian Fischer, BrunoSälzer and Hannu Ryöppönen be
re-elected as members of the Board of Directors. The Board of Directors'
term of service will run until the close of the 2011 Annual General
Meeting.
Resolution on the remuneration of the auditor
The Audit Committee of the Board of Directors proposes to the Annual
General Meeting that the auditor's fee will be paid as invoiced.
Election of auditor
The Audit Committee of the Board of Directors proposes to the Annual
General Meeting that Authorised Public Accountants PricewaterhouseCoopers
Oy be elected to act as auditor of the Company. The Audit Committee of the
Board of Directors proposes that auditor in charge of the audit is Jouko
Malinen, Authorised Public Accountant.
Amendment of the Articles of Association
The Board of Directors proposes that Section 7 of the Articles of Association
regarding the notice to the General Meeting be amended to the following:"The notice to the General Meeting shall be delivered to the shareholders at the
earliest three (3) months and at the latest twenty-one (21) days prior to the
General Meeting, however, at the minimum nine (9) days before the record date of
the General Meeting, by releasing the notice on the Company's website and, if so
decided by the Board of Directors, by publishing the notice in one newspaper
with a wide circulation determined by the Board of Directors."
The Board of Directors proposes that Section 9 of the Articles of Association
regarding the notice to the General Meeting be amended to the following:"In order to attend a General Meeting, a shareholder shall register his
participation with the Company in a manner indicated in the notice to convene
and by the therein indicated registration date, which date may not be earlier
than nine (9) days prior to the meeting."
The shares shall be repurchased and paid for in accordance with the rules of the
Nasdaq OMX Helsinki Ltd and Euroclear Finland Ltd.
The Repurchase Authorization is valid 18 months from the decision of the Annual
General Meeting.
The Board of Directors proposes to the Annual General Meeting to authorize the
Board of Directors to decide on issuing new shares and/or conveying the
Company's own shares held by the Company as follows:
By virtue of the authorization, the Board of Directors is entitled to decide on
issuing a maximum of 7,000,000 new shares or on conveying a maximum of
7,000,000 of the Company's own shares held by the Company. The Board of
Directors decides on all the conditions of the issuance of shares. The issuance
of shares may be carried out in deviation from the shareholders' pre-emptive
rights (directed issue). The authorization includes the possibility to issue own
shares to the Company for free.
The authorization to issue shares and to convey the Company's own shares is
valid until two (2) years from the date of the decision of the Annual General
Meeting and it does not revoke the share issue authorization given by the Annual
General Meeting on March 5, 2009.
B. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
Documents for the Annual General Meeting
The Board of Directors' and its committees' proposals regarding the agenda of
the Annual General Meeting and this notice are available at the Company's web
site at www.amersports.com as of the date of this notice. The annual report of
Amer Sports Corporation, including the Company's annual accounts, the report of
the Board of Directors and the auditor's report, is available on the
above-mentioned website no later than
February 16, 2010. Copies of the documents will be sent to shareholders upon
request, and they will also be available at the Annual General Meeting.
Right of attendance and registration
Shareholders, who are registered on the register of the Company's shareholders
maintained by Euroclear Finland Ltd on the record date of the Annual General
Meeting, February 26, 2010, are entitled to attend the Annual General Meeting. A
shareholder, whose shares have been recorded in his/her personal Finnish
book-entry account, is registered in the Company's shareholders' register.
Shareholders wishing to participate in the Annual General Meeting should
register for the Annual General Meeting, through a notice of participation.
Registration starts on February 16, 2010 at 9:00 am and ends on March 5, 2010 at
4:00 pm Finnish time (GMT +2). Notification of participation can be made via the
following ways:
by email, to [email protected]; by telephone
(+358) 9 7257 8320; or by sending a letter to Amer Sports Corporation, Share
Register, P.O. Box 130, FI-00601 Helsinki.
The notification of participation must arrive within the registration period.
In connection with the registration, a shareholder shall notify his/her/its
name, personal identification number/ business ID, address, telephone number and
the name of a possible assistant, authorized representative or statutory
representative. The personal data given to the Company will be used only in
connection with the Annual General Meeting and the processing of related
registration.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to present questions
with respect to the matters to be considered at the 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.
Proxy documents should be delivered in original to the above mentioned address
of the Company before the last date for registration.
Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders' 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 will register a holder of nominee registered shares, who
wants to participate in the Annual General Meeting, to be temporarily entered
into the shareholders' register of the Company at the latest on March
5, 2010, 10.00 am Finnish time (GMT +2), provided that the shareholder had the
right, on the basis of the same shares, to be recorded in the shareholders'
register of the Company on the record date of the meeting, February 26, 2010.
Other instructions and information
On the date of this notice to the Annual General Meeting, February 4, 2010, the
total number of shares and votes in the Company was 121 517 285.
Helsinki, February 4, 2010
AMER SPORTS CORPORATION
Board of Directors
For more information, please contact:
Ms Maarit Mikkonen, Communications Manager
Tel. +358 9 7257 8306, e-mail: [email protected]
www.amersports.com
DISTRIBUTION:
NASDAQ OMX Helsinki
Major media
www.amersports.com
AMER SPORTS CORPORATION
Amer Sports (www.amersports.com http://www.amersports.com/) is one of the
world's leading sports equipment companies with internationally recognized
brands including Salomon, Wilson, Precor, Atomic, Suunto, Mavic and Arc'teryx.
All Amer Sports companies develop and manufacture technically advanced products
that improve the performance of active sports participants. The Group's business
is balanced by its broad portfolio of sports and presence in all major markets.
Amer Sports' shares have been listed on the Helsinki Stock Exchange since 1977.
[HUG#1380820]
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