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2010-02-04 15:30:00 CET 2010-02-04 15:30:47 CET REGULATED INFORMATION Amer Sports - Notice to general meetingNotice to the Amer Sports Corporation Annual General MeetingAmer 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: 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 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 2009 * Review by the President and CEO 7. Adoption of the annual accounts 8. 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. 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 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. 11. 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). 12. 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. 13. 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. 14. 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. 15. 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." 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 the Board of Directors to be authorized to decide on the repurchase of a maximum of 7,000,000 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 non-restricted equity through public trading on the Nasdaq OMX Helsinki at the market price prevailing at the time of acquisition. 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. 17. Authorizing the Board of Directors to decide on the issuance of shares and on conveying the Company's own shares 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. 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 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. 2. 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 amersports@yhteyspalvelut.elisa.fi; 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. 3. 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. 4. 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. 5. 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: maarit.mikkonen@amersports.com 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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