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2010-03-10 14:30:00 CET 2010-03-10 14:32:44 CET REGULATED INFORMATION Amer Sports - Decisions of general meetingDecisions of the Amer Sports Corporation Annual General MeetingAmer Sports Corporation STOCK EXCHANGE RELEASE March 10, 2010 at 3:30 pm At the Amer Sports Corporation Annual General Meeting held earlier today, the following resolutions were approved: Adoption of the annual accounts The Annual General Meeting (AGM) approved Amer Sports Corporation's financial statements for 2009. Resolution on use of the profit shown on the balance sheet and the payment of dividend The AGM resolved to distribute 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 The AGM granted the members of the Board of Directors and the Company's President a discharge from liability for the financial year 2009. Resolution on the remuneration of the members of the Board of Directors The AGM approved 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 AGM confirmed 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 AGM re-elected Anssi Vanjoki, Ilkka Brotherus, Pirjo Väliaho, Martin Burkhalter, Christian Fischer, Bruno Sälzer and Hannu Ryöppönen 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 AGM decided that the auditor's fee will be paid as invoiced. Election of auditor The AGM elected the Authorised Public Accountants PricewaterhouseCoopers Oy to act as auditor of the Company. The auditor in charge of the audit was elected to be Jouko Malinen, Authorised Public Accountant. Amendment of the Articles of Association The AGM approved that 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." Authorizing the Board of Directors to decide on the repurchase of the Company's own shares The AGM authorized the Board of Directors 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. Authorizing the Board of Directors to decide on the issuance of shares and on conveying the Company's own shares The AGM authorized 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. For more information, please contact: Ms Maarit Mikkonen, Communications Manager, tel. +358 9 7257 8306, maarit.mikkonen@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#1392526] |
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