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2009-02-06 09:15:00 CET 2009-02-06 09:16:07 CET REGULATED INFORMATION Amer Sports - Company AnnouncementAmer Sports Corporation: proposals to Annual General MeetingAmer Sports Corporation STOCK EXCHANGE RELEASE February 6, 2009 at 10:15 am The Board of Directors of Amer Sports Corporation has decided to convene the Annual General Meeting on Thursday, March 5, 2009 at 2:00 p.m. Notice to the meeting will be published on Thursday, February 12, 2009. The Board of Directors and the Nomination and the Audit Committees of the Board of Directors will submit the following proposals to the Annual General Meeting: 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 be paid for the financial year ended December 31, 2008. The dividend will be paid to shareholders who are registered on the list of shareholders maintained by Euroclear Finland Ltd (former Finnish Central Securities Depository Ltd) as of Tuesday, March 10, 2009, which is the record date for the dividend payment. The dividend will be paid on Tuesday, March 17, 2009. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS The Nomination Committee of the Board of Director proposes to the Annual General Meeting that the remuneration payable to the members of the Board to be elected at the Annual General Meeting for the term until the close of the Annual General Meeting in 2010 be unchanged from year 2008 as follows: Chairman EUR 80,000, Vice Chairman EUR 50,000, and other members EUR 40,000. No extra remuneration is paid from attending board meetings nor committee meetings. 40% of the annual remuneration 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 Board members is confirmed to be seven (7). RESOLUTION ON THE BOARD COMPOSITION 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 and Bruno Sälzer be re-elected as members of the Board of Directors and that Hannu Ryöppönen be appointed as a new board member. The Board's term of service will run until the close of the 2010 Annual General Meeting. There is career and other relevant information on all persons proposed for Board service on www.amersports.com. Information on Mr Hannu Ryöppönen, who is proposed to be elected as a new Board member, is attached below. 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 an auditor of the Company. The Audit Committee of the Board of Directors proposes that the auditor in charge of the audit is Jouko Malinen, Authorised Public Accountant. 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 that the Board of Directors be authorized to decide on the repurchase of a maximum of 6 000 000 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 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 and Euroclear Finland Ltd (former Finnish Central Securities Depository Ltd). The shares shall be repurchased to improve the Company's capital structure or for use in financing or implementing future acquisitions or other arrangements, or as part of the Company's or its subsidiaries' incentive programs or to be held by the Company, to be conveyed by other means or to be cancelled. The Repurchase Authorization is valid 18 months from the decision of the Annual General Meeting. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ISSUANCE OF SHARES AS WELL AS ISSUANCE OF OPTIONS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on issuing new shares and/or conveying the Company's own shares held by the Company on the following terms and conditions: New shares may be issued and the Company's own shares held by the Company may be conveyed either against payment ("Share Issue Against Payment") or for free ("Free Share Issue"). By virtue of the authorization, the Board of Directors is entitled to decide on issuing a maximum of 14,000,000 new shares and on conveying a maximum of 6,000,000 of the Company's own shares held by the Company. The Board of Directors can also issue special rights, which carry the right to receive, against payment, new shares of the Company or the Company's own shares held by the Company in such a manner that the subscription price is paid by using the subscriber's receivables to offset the subscription price ("Convertible bonds"). The maximum number of shares to be issued is 14,000,000 whereby this maximum number is included in the maximum number of shares noted in the previous paragraph. The shares may be issued and/or conveyed: - to the Company's shareholders in proportion to their current shareholdings in the Company; or - waiving the shareholder's pre-emption right if the Company has a weighty financial reason to do so, such as using the shares to improve the Company's capital structure or in financing or implementing future acquisitions or other arrangements or as part of the Company's or its subsidiaries' incentive programs. Shares may by issued or conveyed for free waiving the shareholder's pre-emption right only if there is an especially weighty financial reason for the Company to do so taking into account the interests of the Company and all the shareholders. The Board of Directors may also decide on a Free Share Issue to the Company itself. The number of shares to be issued to the Company together with the shares repurchased/to be repurchased to the Company on basis of a repurchase authorization shall be at the maximum 6,000,000 shares. The subscription price of the new shares and the consideration payable for the Company's own shares conveyed by the Company shall be recorded under the invested non-restricted equity fund. The authorization to issue shares and to convey the Company's own shares is valid until three (3) years from the date of the decision of the Annual General Meeting. AMER SPORTS CORPORATION Communications 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) is the world's leading sports equipment company 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. APPENDIX Mr Hannu Ryöppönen, born 1952 B.A. (Business Adm.) Swedish School of Economics, Helsinki 1976 Relevant career information 2007-2009 Deputy CEO, Stora Enso Oyj, Helsinki/London 2005-2008 CFO, Stora Enso Oyj, Helsinki/London 2003-2005 CFO, Royal Ahold NV, Amsterdam 1999-2003 CFO, Industri Kapital Group, London 1998-1999 Deputy Chief Executive Officer, Ikano Asset Management, Luxembourg 1985-1998 CFO, Ikea Group, Copenhagen Other responsibilities 2005- Chairman of the Board, Altor private equity funds |
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