Amer Sports Corporation STOCK EXCHANGE RELEASE February 9, 2017 at 5:30 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 9, 2017 at Messukeskus Helsinki, Expo and Convention Centre, Messuaukio 1, 00520, Helsinki, Finland (entrance from Hotel Holiday Inn Helsinki - Messukeskus). 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:
1. Opening of the Annual General Meeting
2. Calling the Annual General Meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the Annual General Meeting
5. Recording the attendance at the Annual General Meeting and the list of votes
6. Presentation of the annual accounts, consolidated annual accounts, the report of the Board of Directors and the auditor's report for the year 2016 - Review by the President and CEO
7. Adoption of the annual accounts and consolidated annual accounts
8. 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 0.62 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 13, 2017. The capital repayment will be paid on March 30, 2017.
The Board of Directors proposes that no dividend would be paid from the retained earnings.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. 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 2018 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.
11. 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).
12. 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 Ilkka Brotherus, Christian Fischer, Hannu Ryöppönen, Bruno Sälzer and Lisbeth Valther be re-elected as members of the Board of Directors and Manel Adell and Tamara Minick-Scokalo be elected as new members of the Board of Directors.
Martin Burkhalter, Anssi Vanjoki and Indra Åsander have decided not to run for re-election as Board members.
The Board of Directors' term of service will run until the close of the 2018 Annual General Meeting.
13. 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.
14. 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.
15. Amendment of the Articles of Association The Board of Directors proposes to the Annual General Meeting that Article 4 of the Articles of Association would be amended so that the age limit for the election of members of the Board of Directors would be removed. In addition, the Board of Directors proposes that Article 8, Section 9, of the Articles of Association would be amended so that it corresponds to the changed terminology of the Auditing Act.
After the amendment Article 4 reads as follows:
"Article 4 Board of Directors The administration and due arrangement of the business of the Company is the responsibility of a Board of Directors consisting of not less than five (5) and not more than eight (8) members.
In particular, the Board of Directors shall
1. supervise the activities of the Company and its subsidiaries; 2. appoint the President and determine his or her remuneration; 3. approve the appointment and remuneration of the President's direct subordinates, as well as the appointment of the presidents of the subsidiaries and their remuneration; 4. grant and revoke the authorizations to represent the Company; 5. determine granting of procurations; 6. prepare the annual report and the financial statements of the Company and sign the balance sheets; and 7. ensure the implementation of the resolutions of the General Meetings.
The term of the members of the Board of Directors shall end at the close of the first Annual General Meeting following the election.
The Board of Directors shall elect the Chairman and the Vice Chairman of the Board from among its members.
The Board of Directors shall constitute a quorum when more than half of the members are present, one of whom shall be the Chairman or Vice Chairman. The opinion which is supported by more than half of the members present, or in the event of a tie, the opinion which is supported by the Chairman shall constitute the resolution of the Board of Directors. In the event of a tie when electing the Chairman, the matter shall be decided by drawing of lots. When the meeting is attended by the minimum number of members required for a quorum, the resolutions shall, however, be unanimous."
After the amendment Article 8, Section 9, reads as follows:
"9. one Auditor who shall be an audit firm, for a term of one financial year; and"
16. 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.
17. Authorizing the Board of Directors to decide on the share issue 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 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.
18. Closing of the Annual General Meeting
B. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. 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 16, 2017. 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 23, 2017.
2. 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 27, 2017, 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 16, 2017 at 9:00 a.m. Finnish time (GMT +2);
- by telephone (+358) 20 770 6871 from February 16, 2017 to March 6, 2017 (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 6, 2017 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.
3. 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, February 27, 2017, 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 temporarily registered into the shareholders' register held by Euroclear Finland Ltd at the latest by March 6, 2017, 10.00 a.m. Finnish time (GMT +2). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
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.
4. 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. Any proxy representative will be required to 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.
Proxy documents should be delivered in original to the above mentioned address of the Company before the last date for registration.
5. Other instructions and information 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.
On the date of this notice to the Annual General Meeting, February 9, 2017, the total number of shares and votes in the Company was 118,517,285.
Helsinki, February 9, 2017
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).
