Unofficial translation from Finnish
Company name, domicile and name in English
The name of the Company is Amer Sports Oyj and it is domiciled in Helsinki. The name of the Company in English is Amer Sports Corporation.
Field of operations
The objective of the Company is to own and administer shares, participations, securities and other assets, to supervise the activities of its subsidiaries and other operating units, and to plan and carry out financially appropriate new investments. The Company may acquire real estate properties and securities considered as fixed assets, and pursue different business activities, including shipping, but excluding trading in securities and dealing in real estate.
The Company’s shares are registered in the book-entry system.
Board of Directors
The administration and due arrangement of the business of the Company is the responsibility of a Board of Directors consisting of not less than five (5) and not more than eight (8) members.
In particular, the Board of Directors shall
1. supervise the activities of the Company and its subsidiaries;
2. appoint the President and determine his or her remuneration;
3. approve the appointment and remuneration of the President’s direct subordinates, as well as the appointment of the presidents of the subsidiaries and their remuneration;
4. grant and revoke the authorizations to represent the Company;
5. determine granting of procurations;
6. prepare the annual report and the financial statements of the Company and sign the balance sheets; and
7. ensure the implementation of the resolutions of the General Meetings.
The term of the members of the Board of Directors shall end at the close of the first Annual General Meeting following the election.
The Board of Directors shall elect the Chairman and the Vice Chairman of the Board from among its members.
The Board of Directors shall constitute a quorum when more than half of the members are present, one of whom shall be the Chairman or Vice Chairman. The opinion which is supported by more than half of the members present, or in the event of a tie, the opinion which is supported by the Chairman shall constitute the resolution of the Board of Directors. In the event of a tie when electing the Chairman, the matter shall be decided by drawing of lots. When the meeting is attended by the minimum number of members required for a quorum, the resolutions shall, however, be unanimous.
The Company shall have a President who shall be appointed by the Board of Directors.
Right to represent the Company
The members of the Board of Directors, two of them together, have the right to represent the Company.
The Board of Directors may grant to persons employed by the Company the right to represent the Company, two together, or each individually together with a member of the Board of Directors.
Notice of General Meeting
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.
Annual General Meeting
The Annual General Meeting shall be held annually by the end of June.
The agenda for the meeting shall include:
– presentation of:
- the annual accounts, which include the consolidated annual accounts, and the Board of Directors’ report;
- the auditors’ report;
- approval of the annual accounts and the consolidated annual accounts;
- the use of the profit shown in the balance sheet;
- granting discharge from liability to the members of the Board of Directors and the President of the Company;
- the number of members of the Board of Directors;
- the remuneration of the members of the Board of Directors and the Auditors;
- the members of the Board of Directors;
- one Auditor who shall be an audit firm, for a term of one financial year; and
– handling of:
- any other matters as per the notice of the meeting.
Notification of attendance and right to attend a General Meeting
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.
The Company’s financial year is the calendar year.
Redemption of shares
A shareholder, whose proportion of all the shares of the Company or of the voting rights attached thereto – either alone or together with other shareholders as defined hereinafter – attains or exceeds either of the threshold values of 33 1/3 percent or 50 percent, respectively, (“Obligated Shareholders”), is obligated on demand by other shareholders (“Entitled Shareholders”), to redeem the shares, as well as securities giving entitlement to such shares under the Companies Act, as prescribed in this Article.
When calculating the proportion of shares in the Company held by a shareholder and the voting rights attached thereto, the shares held by the following parties shall also be included:
- a legal entity, which under the Companies Act is part of the same Group as the shareholder,
- a company which, in the consolidated annual accounts based on the Accounting Act, is considered to be part of the same Group as the shareholder,
- a pension foundation or a pension fund of the legal entities or companies referred to above, and
- a legal entity or company other than a Finnish legal entity or company, which, were it Finnish, would in the manner referred to above be part of the same Group as the shareholder.
In the event that the redemption obligation is based on the aggregate shareholding or number of votes, the Obligated Shareholders shall be jointly liable to redeem the shares of the Entitled Shareholders. In such a situation a demand for redemption shall be considered to apply to all Obligated Shareholders even in the absence of separate demands to that effect.
In the event that two shareholders attain or exceed either of the threshold values above so that both are under the redemption obligation at the same time, an Entitled Shareholder may demand redemption separately from each of them.
The redemption obligation shall not cover any shares or securities giving entitlement to shares acquired, after the duty of redemption has arisen, by the shareholder who has demanded redemption.
The redemption price of the shares shall be the higher of the following alternatives:
(a) the weighted average trading price of the shares on the Helsinki Exchanges during the ten (10) trading days prior to and including the date on which the Company received from the Obligated Shareholder a notification regarding the attaining or exceeding of the above threshold values or, in the event that such notification has not been made or has not arrived within the specified time limit, the date on which the Board of Directors otherwise learned thereof;
(b) the average price, weighted by the number of shares, paid by the Obligated Shareholder for the shares that he or she has purchased or otherwise acquired during the twelve (12) months immediately preceding the date referred to in paragraph (a) above, including such date.
If an acquisition of shares affecting the average price is denominated in a foreign currency, the equivalent value in euros shall be calculated according to the official exchange rate of the European Central Bank for the relevant currency seven (7) days prior to the date on which the Board of Directors has given notice to the shareholders of the possibility of a redemption of shares.
The above provisions on the determination of the redemption price for the shares shall also apply to other securities to be redeemed as appropriate.
An Obligated Shareholder shall, within seven (7) days of the date on which the redemption obligation has arisen, forward to the Company’s Board of Directors a written notification of this, sent to the Company’s registered address. The notification shall indicate the number of shares held by the Obligated Shareholder and the number and price of the shares purchased or otherwise acquired by the Obligated Shareholder during the preceding twelve (12) months. The notification shall also indicate an address at which the Obligated Shareholder may be reached.
The Board of Directors shall give notice to shareholders of the existence of the redemption obligation not later than 30 days from the receipt of the above notification or, in the absence of such notification or in the event that such notification has not arrived within the specified time limit, of the date on which it has otherwise learned of the existence of such a redemption obligation.
The notice shall indicate the date on which the redemption obligation has arisen and the basis for the determination of the redemption price to the extent known to the Board of Directors, as well as the last date for submitting redemption demands.
The notice to shareholders shall be issued according to the procedure concerning notices of meetings as prescribed in Article 7 above.
An Entitled Shareholder shall present a written redemption demand not later than 30 days from the date of issue of the notice of redemption obligation by the Board of Directors.
The redemption demand, which shall be furnished to the Company, shall include an indication of the numbers of shares and other securities to be redeemed. An Entitled Shareholder shall at the same time submit to the Company any share certificates and other documents entitling to receive the shares, for transfer to the Obligated Shareholder against payment of the redemption price.
If a shareholder has not demanded redemption by the deadline and in the manner prescribed herein above, the shareholder shall forfeit his or her right to demand redemption in the redemption event in question. An Entitled Shareholder shall have the right to withdraw his or her demand prior to the actual redemption.
Upon the expiry of the period of time reserved for redemption to the Entitled Shareholders, the Board of Directors shall notify the Obligated Shareholder of the demands received.
The Obligated Shareholder shall, within 14 days of being informed of the redemption demands, pay the redemption price in the manner prescribed by the Company against the transfer of the shares or securities giving entitlement to the shares or, if the shares to be redeemed are entered on the book-entry securities accounts of the relevant shareholders, against a receipt issued by the Company. In that event, the Board of Directors shall ensure that the Obligated Shareholder is entered without delay in the book-entry account as the holder of the shares.
Penalty interest accruing at a rate of 13 percent per annum, calculated from the due date of the redemption payment, is payable on the outstanding balance of the redemption price.
If the Obligated Shareholder has also failed to observe the notification procedures stipulated herein, the penalty interest shall be calculated from the last date on which the notification obligation should have been fulfilled. In the event that the Obligated Shareholder fails to comply with the provisions of this Article, the shares owned by the Obligated Shareholder and the shares that pursuant to this Article shall be included in the proportion of shares for the purpose of calculating the above threshold values shall, at a General Meeting of Shareholders, entitle the shareholder to voting rights only to the extent that the number of votes attached to such shares is less one third (1/3) or, respectively, less than 50 percent of the total amount of the votes attached to the shares of the Company.
The redemption obligation under this Article shall not apply to a shareholder, who proves that the ownership or the voting rights threshold triggering the redemption obligation has been attained or exceeded prior to the registration in the Trade Register of this Amendment to the Articles of Association.
Disputes concerning the redemption obligation, the right to demand redemption thereunder as well as the redemption price shall be settled by arbitration as provided in Article 12 of the Articles of Association.
Any disputes arising between the Company on one hand and between the Board of Directors or a member of the Board of Directors or the President or the Auditor or a shareholder on the other hand shall be settled by arbitration.
The arbitration tribunal shall give its award within three (3) months from the nomination of its Chairman.