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2009-02-12 07:30:00 CET 2009-02-12 07:32:09 CET REGULATED INFORMATION Amer Sports - Notice to general meetingInvitation to the Amer Sports Corporation Annual General MeetingSTOCK EXCHANGE RELEASE February 12, 2009 at 8:30 am Amer Sports Corporation shareholders are hereby summoned to the Company's Annual General Meeting to be held at 2 pm on Thursday, March 5, 2009 at its headquarters at Mäkelänkatu 91, Helsinki, Finland. The reception of persons who have registered for the 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 meeting 2. Calling the meeting to order 3. Election of the persons to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the 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 2008 - 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 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. 9. Resolution on the discharge of the members of the board of directors and the CEO 10. 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. 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 Board members is confirmed to be seven (7). 12. 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. 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 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. 15. 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. 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. 16. 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 be 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. 17. Closing of the meeting B. DOCUMENTS FOR THE AGM Copies of the annual accounts as well as the Board of Directors' proposals will be available for inspection by shareholders from Thursday, February 26, 2009 at Amer Sports Corporation's headquarters and company's internet pages, www.amersports.com. Copies of these documents will be sent to shareholders on request (tel. +358 9 7257 8266/Katariina Tauru, e-mail katariina.tauru@amersports.com). C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING 1. Right of Attendance Shareholders who are registered on the list of the Company's shareholders maintained by Euroclear Finland Ltd on Monday, February 23, 2009 are entitled to attend the Annual General Meeting. A shareholder, whose shares have been recorded in his/her personal book-entry account, is also entered in the Company's Shareholder Register. Shareholders wishing to attend the meeting must notify the Company of their intention to participate no later than 4 pm on Monday, March 2, 2009. 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. The personal data given to Amer Sports Corporation is used only in connection with the Annual General Meeting and with the processing of related registration. Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting. 2. 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. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. Possible proxy documents should be delivered in originals to the above mentioned Amer Sports Corporation -address before the last date for registration. 3. Holders of nominee registered shares A shareholder holding nominee registered shares and wishing to attend the AGM, must be entered into the shareholders' register of the company on the record date of Monday, February 23, 2009. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the AGM, from his/her custodian bank. 4. Other instructions and information On the date of this notice to the AGM i.e. February 12, 2009, the total number of shares and votes in Amer Sports Corporation was 73,045,551. Helsinki, February 5, 2009 AMER SPORTS CORPORATION Board of Directors 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. |
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