Amer Sports Corporation
STOCK EXCHANGE RELEASE
May 28, 2019 at 9:00 a.m.
Notice to the Amer Sports Corporation Annual General Meeting
Shareholders of Amer Sports Corporation (the "Company") are hereby summoned to the Company's Annual General Meeting to be held at 9:00 a.m. on Thursday, June 20, 2019 at Amer Sports Corporation's offices, address: Konepajankuja 6, 00510 Helsinki, Finland. The reception of persons who have registered for the Annual General Meeting and the distribution of voting tickets will commence at 8:00 a.m.
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 the list of votes
6. Presentation of the annual accounts, consolidated annual accounts, the report of the Board of Directors and the auditor's report for the year 2018
- Review by the President and CEO
7. Adoption of the annual accounts and consolidated annual accounts
8. Resolution on use of the profit shown on the balance sheet
The Board of Directors proposes that based on the balance sheet to be adopted for the financial period 2018 no dividend would be paid.
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
Mascot Bidco Oy, which on the date of this notice to the General Meeting owns approximately 98% of the total number of shares and votes in the Company, has informed that it will propose to the General Meeting that no remuneration is paid to the members of the Board of Directors to be elected for the term of office ending at the closing of the next Annual General Meeting.
All members of the Board of Directors shall be compensated for reasonable travel and other expenses directly related to their Board work.
11. Resolution on the number of the members of the Board of Directors
Mascot Bidco Oy has informed that it will propose to the General Meeting that the number of members of the Board of Directors would be seven (7).
12. Election of members of the Board of Directors
Mascot Bidco Oy has informed that it will propose to the General Meeting that for the term of office ending at the closing of the next Annual General Meeting the current members of the Board of Directors Mr. Shizhong Ding, Mr. Jie Zheng, Mr. Shixian Lai, Ms. Jennifer Qingyi Zheng, Mr. Kui Tang, Mr. Dennis James Wilson and Mr. Zhaohui Li be re-elected as members of the Board of Directors.
All candidates have consented to being elected.
Further information on the candidates can be found on the Company's web site at www.amersports.com.
13. Resolution on the remuneration of the auditor
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 Board of Directors proposes to the Annual General Meeting that Authorized Public Accountant firm Ernst & Young Oy be re-elected to act as auditor of the Company.
15. Closing of the Annual General Meeting
B. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Documents for the Annual General Meeting
The proposals for the decisions on the matters on 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 accounts and the report of the Board of Directors of Amer Sports Corporation and the auditor's report have been available on the above-mentioned website as of February 22, 2019. The proposals for the decisions and other documents mentioned above will also be available at the Annual General Meeting. The Minutes of the Annual General Meeting will be available on the above-mentioned web site no later than two weeks after the General Meeting.
2. Shareholders registered in the shareholders' register
Shareholders, who are registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd on the record date of the Annual General Meeting, June 10, 2019, 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 shareholders' register of the Company.
Shareholders, who are registered in the shareholders' register of the Company and who wish to participate in the Annual General Meeting, shall register for the Annual General Meeting by giving a notice of participation. Notification of participation can be made via the following ways:
- on the Company's web site www.amersports.com, as of May 28, 2019 at 9:00 a.m. (Finnish time);
- by telephone (+358) 20 770 6871 from May 28, 2019 to June 13, 2019 (on weekdays) between 9:00 a.m. and 4:00 p.m. (Finnish time); or
- by sending a letter to Amer Sports Corporation, Legal Affairs, P.O. Box 1000, FI-00511 Helsinki.
The registration ends on Thursday, June 13, 2019 at 4:00 p.m. (Finnish time).
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 and personal identification number of the 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.
In the meeting if necessary, a shareholder, his/her representative or proxy representative must be able to verify their identity and/or right to represent the shareholder.
3. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, June 10, 2019, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register held by Euroclear Finland Ltd at the latest by June 17, 2019, 10.00 a.m. (Finnish time). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary 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 manager of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders' register of the Company at the latest by the time stated above.
4. 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.
5. Other instructions and information
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.
On the date of this notice to the Annual General Meeting, May 28, 2019, the total number of shares and votes in the Company was 116,517,285.
Helsinki, May 28, 2019
AMER SPORTS CORPORATION
Board of Directors
For further information, please contact:
Samppa Seppälä
Director, Corporate Communications and IR, tel. +358 50 568 0533
DISTRIBUTION:
Nasdaq Helsinki
Main media
www.amersports.com
AMER SPORTS
Amer Sports (www.amersports.com) is a sporting goods company with internationally recognized brands including Salomon, Arc'teryx, Peak Performance, Atomic, Mavic, Suunto, Wilson and Precor. The company's technically advanced sports equipment, footwear, and apparel improve performance and increase the enjoyment of sports and outdoor activities. The Group's business is balanced by its broad portfolio of sports and products and a presence in all major markets. Amer Sports shares are listed on the Nasdaq Helsinki stock exchange (AMEAS).
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Amer Sports Oyj via Globenewswire
