AGM Information • Feb 8, 2018
AGM Information
Open in ViewerOpens in native device viewer
Notice to the Amer Sports Corporation Annual General Meeting
Amer Sports Corporation
STOCK EXCHANGE RELEASE
February 8, 2018 at 2:00 p.m.
Notice to the Amer Sports Corporation Annual General Meeting
Shareholders of Amer Sports Corporation (the "Company") are hereby summoned to
the Company's Annual General Meeting to be held at 2:00 p.m. on Thursday, March
8, 2018 at Finlandia Hall, Helsinki Hall, Mannerheimintie 13 e, 00100 Helsinki,
Finland (entrance M3 and K3). The reception of persons who have registered for
the Annual General Meeting and the distribution of voting tickets will commence
at 1:00 p.m.
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 the list of votes
Presentation of the annual accounts, consolidated annual accounts, the report
of the Board of Directors and the auditor's report for the year 2017
Review by the President and CEO
Adoption of the annual accounts and consolidated annual accounts
Resolution on use of the profit shown on the balance sheet and the capital
repayment
The Board of Directors proposes to the Annual General Meeting that a capital
repayment of EUR 0.70 per share be paid to shareholders. The capital repayment
will be paid from the invested unrestricted equity fund. The capital repayment
will be paid to a shareholder who is registered in the shareholders' register of
the Company maintained by Euroclear Finland Ltd on the record date for the
capital repayment March 12, 2018. The capital repayment will be paid on March
29, 2018.
The Board of Directors proposes that no dividend would be paid from the retained
earnings.
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
Based on the recommendation of the Nomination Committee, the Board of Directors
proposes to the Annual General Meeting that the annual 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 2019 be as
follows: Chairman EUR 120,000, Vice Chairman EUR 70,000 and other members EUR
60,000 each. No extra remuneration is paid for attending the meetings of the
Board of Directors or meetings of the Committees of the Board of Directors. Of
the annual remuneration, 40% is paid in the form of the Company's shares and
60% in cash.
A member of the Board of Directors is not permitted to sell or transfer any of
these shares during the term of his or her Board membership. However, this
limitation is only valid for a maximum of five years after the acquisition of
the shares.
Resolution on the number of the members of the Board of Directors
Based on the recommendation of the Nomination Committee, 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
Based on the recommendation of the Nomination Committee, the Board of Directors
proposes to the Annual General Meeting that of the current members of the Board
of Directors Manel Adell, Ilkka Brotherus, Tamara Minick-Scokalo, Hannu
Ryöppönen, Bruno Sälzer and Lisbeth Valther be re-elected as members of the
Board of Directors and Petri Kokko be elected as a new member of the Board of
Directors.
Further information on Petri Kokko's CV can be found on the Company's web site
at www.amersports.com.
Christian Fischer has decided not to run for re-election as a Board member.
The Board of Directors' term of service will run until the close of the 2019
Annual General Meeting.
Resolution on the remuneration of the auditor
Based on the recommendation of the Audit Committee, the Board of Directors
proposes to the Annual General Meeting that the auditor's fee will be paid as
invoiced.
Election of auditor
Based on the recommendation of the Audit Committee, the Board of Directors
proposes to the Annual General Meeting that Authorized Public Accountant firm
Ernst & Young Oy be re-elected to act as auditor of the Company.
Authorizing the Board of Directors to decide on the repurchase of the
Company's own shares
The Board of Directors proposes to the Annual General Meeting to authorize the
Board of Directors to decide on the repurchase of a maximum of 10,000,000 of the
Company's own shares ("Repurchase Authorization").
The Company's own shares shall be repurchased otherwise than in proportion to
the holdings of the shareholders by using the unrestricted equity through
trading on regulated market organized by Nasdaq Helsinki Ltd at the market price
prevailing at the time of acquisition.
The shares shall be repurchased and paid for in accordance with the rules of
Nasdaq Helsinki Ltd and Euroclear Finland Ltd.
The Repurchase Authorization is valid for eighteen (18) months from the decision
of the Annual General Meeting.
By virtue of the authorization, the Board of Directors is entitled to decide on
issuing new shares and/or on conveying the Company's own shares at the maximum
amount of 10,000,000 shares in aggregate. The Board of Directors decides on all
the conditions of the share issue. The issuance or conveyance of shares may be
carried out in deviation from the shareholders' pre-emptive rights (directed
issue). The authorization includes possibility to issue shares to the Company
itself without payment.
The authorization is valid for two (2) years from the date of the decision of
the Annual General Meeting, except that the authorization to issue new shares
and/or convey the Company's own shares for purposes other than the Company's
bonus schemes is valid for fourteen (14) months from the date of the decision of
the Annual General Meeting.
B. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
Documents for the Annual General Meeting
The proposals for the decisions on the matters on 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 accounts and the
report of the Board of Directors of Amer Sports Corporation and the auditor's
report are available on the above-mentioned website no later than February
15, 2018. The proposals for the decisions and other documents mentioned above
will also be available at the Annual General Meeting. The Minutes of the Annual
General Meeting will be available on the above-mentioned web site no later than
March 22, 2018.
Shareholders registered in the shareholders' register
Shareholders, who are registered in the shareholders' register of the Company
maintained by Euroclear Finland Ltd on the record date of the Annual General
Meeting, February 26, 2018, 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 shareholders' register of the Company.
Shareholders, who are registered in the shareholders' register of the Company
and who wish to participate in the Annual General Meeting, shall register for
the Annual General Meeting by giving a notice of participation. Notification of
participation can be made via the following ways:
* on the Company's web site www.amersports.com, as of February 15, 2018 at
9:00 a.m. Finnish time (GMT +2);
* by telephone (+358) 20 770 6871 from February 15, 2018 to March 2, 2018 (on
weekdays) between 9:00 a.m. and 4:00 p.m. Finnish time (GMT +2); or
* by sending a letter to Amer Sports Corporation, Legal Affairs, P.O. Box
1000, FI-00511 Helsinki.
The registration ends on March 2, 2018 at 4:00 p.m. Finnish time (GMT +2).
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 and personal identification number of the 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.
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
Annual General Meeting from his/her custodian bank. The account manager of the
custodian bank shall register a holder of nominee registered shares, who wants
to participate in the Annual General Meeting, temporarily into the shareholders'
register of the Company at the latest by the time stated above.
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.
On the date of this notice to the Annual General Meeting, February 8, 2018, the
total number of shares and votes in the Company was 118,517,285.
Helsinki, February 8, 2018
AMER SPORTS CORPORATION
Board of Directors
For further information, please contact:
Päivi Antola
Director, Corporate Communications and IR
Tel. +358 20 7122 537
DISTRIBUTION:
Nasdaq Helsinki
Main media
www.amersports.com
AMER SPORTS
Amer Sports (www.amersports.com) is a sporting goods company with
internationally recognized brands including Salomon, Wilson, Atomic, Arc'teryx,
Mavic, Suunto and Precor. The company's technically advanced sports equipment,
footwear and apparel improve performance and increase the enjoyment of sports
and outdoor activities. The Group's business is balanced by its broad portfolio
of sports and products and a presence in all major markets. Amer Sports shares
are listed on the Nasdaq Helsinki stock exchange (AMEAS).
[]
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.