Notice to the Amer Sports Corporation Annual General Meeting
(Thomson Reuters ONE) - Amer Sports CorporationSTOCK EXCHANGE RELEASEFebruary 4, 2010 at 4:30 amShareholders of Amer Sports Corporation (the "Company") are hereby summoned tothe Company's Annual General Meeting to be held at 2 pm on Wednesday, March10, 2010 at its headquarters at M?l?atu 91, Helsinki, Finland. The receptionof persons who have registered for the Annual General Meeting and thedistribution 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 V?aho, Martin Burkhalter, Christian Fischer, BrunoS?er and Hannu Ry?nen 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 AssociationThe Board of Directors proposes that Section 7 of the Articles of Associationregarding the notice to the General Meeting be amended to the following:"The notice to the General Meeting shall be delivered to the shareholders at theearliest three (3) months and at the latest twenty-one (21) days prior to theGeneral Meeting, however, at the minimum nine (9) days before the record date ofthe General Meeting, by releasing the notice on the Company's website and, if sodecided by the Board of Directors, by publishing the notice in one newspaperwith a wide circulation determined by the Board of Directors."The Board of Directors proposes that Section 9 of the Articles of Associationregarding the notice to the General Meeting be amended to the following:"In order to attend a General Meeting, a shareholder shall register hisparticipation with the Company in a manner indicated in the notice to conveneand by the therein indicated registration date, which date may not be earlierthan nine (9) days prior to the meeting."16. Authorizing the Board of Directors to decide on the repurchase of theCompany's own sharesThe Board of Directors proposes to the Annual General Meeting the Board ofDirectors to be authorized to decide on the repurchase of a maximum of7,000,000 of the Company's own shares ("Repurchase Authorization"). TheCompany's own shares shall be repurchased otherwise than in proportion to theholdings of the shareholders by using the non-restricted equity through publictrading on the Nasdaq OMX Helsinki at the market price prevailing at the time ofacquisition.The shares shall be repurchased and paid for in accordance with the rules of theNasdaq OMX Helsinki Ltd and Euroclear Finland Ltd.The Repurchase Authorization is valid 18 months from the decision of the AnnualGeneral Meeting. 17. Authorizing the Board of Directors to decide on the issuance of shares and on conveying the Company's own sharesThe Board of Directors proposes to the Annual General Meeting to authorize theBoard of Directors to decide on issuing new shares and/or conveying theCompany's own shares held by the Company as follows:By virtue of the authorization, the Board of Directors is entitled to decide onissuing a maximum of 7,000,000 new shares or on conveying a maximum of7,000,000 of the Company's own shares held by the Company. The Board ofDirectors decides on all the conditions of the issuance of shares. The issuanceof shares may be carried out in deviation from the shareholders' pre-emptiverights (directed issue). The authorization includes the possibility to issue ownshares to the Company for free.The authorization to issue shares and to convey the Company's own shares isvalid until two (2) years from the date of the decision of the Annual GeneralMeeting and it does not revoke the share issue authorization given by the AnnualGeneral Meeting on March 5, 2009. 18. Closing of the Annual General MeetingB. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING1. Documents for the Annual General MeetingThe Board of Directors' and its committees' proposals regarding the agenda ofthe Annual General Meeting and this notice are available at the Company's website at www.amersports.com as of the date of this notice. The annual report ofAmer Sports Corporation, including the Company's annual accounts, the report ofthe Board of Directors and the auditor's report, is available on theabove-mentioned website no later thanFebruary 16, 2010. Copies of the documents will be sent to shareholders uponrequest, and they will also be available at the Annual General Meeting.2. Right of attendance and registrationShareholders, who are registered on the register of the Company's shareholdersmaintained by Euroclear Finland Ltd on the record date of the Annual GeneralMeeting, February 26, 2010, are entitled to attend the Annual General Meeting. Ashareholder, whose shares have been recorded in his/her personal Finnishbook-entry account, is registered in the Company's shareholders' register.Shareholders wishing to participate in the Annual General Meeting shouldregister 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 at4:00 pm Finnish time (GMT +2). Notification of participation can be made via thefollowing ways:by email, to amersports(at)yhteyspalvelut.elisa.fi; by telephone(+358) 9 7257 8320; or by sending a letter to Amer Sports Corporation, ShareRegister, 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/itsname, personal identification number/ business ID, address, telephone number andthe name of a possible assistant, authorized representative or statutoryrepresentative. The personal data given to the Company will be used only inconnection with the Annual General Meeting and the processing of relatedregistration.Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholderwho is present at the Annual General Meeting has the right to present questionswith respect to the matters to be considered at the meeting.3. Proxy representative and powers of attorneyA shareholder may participate in the Annual General Meeting and exercise his/herrights at the meeting by way of proxy representation. Any proxy representativewill be required to produce a dated proxy document or otherwise in a reliablemanner demonstrate his/her right to represent the shareholder at the AnnualGeneral Meeting.When a shareholder participates in the Annual General Meeting by means ofseveral proxy representatives representing the shareholder with shares atdifferent securities accounts, the shares by which each proxy representativerepresents the shareholder shall be identified in connection with theregistration for the Annual General Meeting.Proxy documents should be delivered in original to the above mentioned addressof the Company before the last date for registration.4. Holders of nominee registered sharesA holder of nominee registered shares is advised to request without delaynecessary instructions regarding the registration in the shareholders' registerof the Company, the issuing of proxy documents and registration for the AnnualGeneral Meeting from his/her custodian bank. The account management organizationof the custodian bank will register a holder of nominee registered shares, whowants to participate in the Annual General Meeting, to be temporarily enteredinto the shareholders' register of the Company at the latest on March5, 2010, 10.00 am Finnish time (GMT +2), provided that the shareholder had theright, 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 informationOn the date of this notice to the Annual General Meeting, February 4, 2010, thetotal number of shares and votes in the Company was 121 517 285.Helsinki, February 4, 2010AMER SPORTS CORPORATIONBoard of DirectorsFor more information, please contact:Ms Maarit Mikkonen, Communications ManagerTel. +358 9 7257 8306, e-mail: maarit.mikkonen(at)amersports.comwww.amersports.comDISTRIBUTION:NASDAQ OMX HelsinkiMajor mediawww.amersports.comAMER SPORTS CORPORATIONAmer Sports (www.amersports.com
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Datum: 04.02.2010 - 09:30 Uhr
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