Amer Sports Corporation
STOCK EXCHANGE RELEASE
March 9, 2017 at 4:00 p.m.
Decisions of Amer Sports Corporation Annual General Meeting
At the Annual General Meeting of Amer Sports Corporation held on March 9, 2017, the following resolutions were approved:
Adoption of the annual accounts and consolidated annual accounts
The Annual General Meeting (AGM) approved Amer Sports annual accounts and consolidated annual accounts for the financial year ended December 31, 2016.
Resolution on use of the profit shown on the balance sheet and the capital repayment
The AGM resolved that a capital repayment of EUR 0.62 per share be paid to shareholders. The capital repayment will be paid from the invested unrestricted equity fund. The capital repayment will be paid to a shareholder who is registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the record date for the capital repayment March 13, 2017. The capital repayment will be paid on March 30, 2017.
The AGM resolved that no dividend will be paid from the retained earnings.
Resolution on the discharge of the members of the Board of Directors and the CEO from liability
The AGM granted the members of the Board of Directors and Company’s President and CEO a discharge from liability for the financial year 2016.
Resolution on the remuneration of the members of the Board of Directors
The AGM resolved that the annual 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 2018 be as follows: Chairman EUR 120,000, Vice Chairman EUR 70,000 and other members EUR 60,000 each. No extra remuneration is paid for attending meetings of the Board of Directors or meetings of the Committees of the Board of Directors. Of the annual remuneration, 40% is paid in the form of the Company’s shares and 60% in cash. A member of the Board of Directors is not permitted to sell or transfer any of these shares during the term of his or her Board membership. However, this limitation is only valid for a maximum of five (5) years after the acquisition of the shares.
Resolution on the number of the members of the Board of Directors
The AGM confirmed that the number of the members of the Board of Directors is seven (7).
Election of members of the Board of Directors
The AGM re-elected Ilkka Brotherus, Christian Fischer, Hannu Ryöppönen, Bruno Sälzer and Lisbeth Valther as members of the Board of Directors. Manel Adell and Tamara Minick-Scokalo were elected as new members of the Board of Directors.
The Board of Directors’ term of service will run until the close of the 2018 Annual General Meeting.
Resolution on the remuneration of the auditor
The AGM resolved that the auditor’s fee will be paid as invoiced.
Election of auditor
The AGM re-elected Authorized Public Accountant firm Ernst & Young Oy to act as auditor of the Company.
Amendment of the Articles of Association
The AGM resolved that Article 4 of the Articles of Association is amended so that the age limit for the election of members of the Board of Directors is removed. In addition, the AGM resolved that Article 8, Section 9, of the Articles of Association is amended so that it corresponds to the changed terminology of the Auditing Act.
After the amendment Article 4 reads as follows:
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.”
After the amendment Article 8, Section 9, reads as follows:
“9. one Auditor who shall be an audit firm, for a term of one financial year; and”
Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The AGM authorized the Board of Directors to decide on the repurchase of a maximum of 10,000,000 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 unrestricted equity through trading on regulated market organized by Nasdaq Helsinki Ltd at the market price prevailing at the time of acquisition.
The shares shall be repurchased and paid for in accordance with the rules of Nasdaq Helsinki Ltd and Euroclear Finland Ltd.
The Repurchase Authorization is valid for eighteen (18) months from the decision of the Annual General Meeting.
Authorizing the Board of Directors to decide on the share issue
The AGM authorized the Board of Directors to decide on issuing new shares and/or conveying the Company’s own shares held by the Company as follows:
By virtue of the authorization, the Board of Directors is entitled to decide on issuing new shares and/or on conveying the Company’s own shares at the maximum amount of 10,000,000 shares in aggregate. The Board of Directors decides on all the conditions of the share issue. The issuance or conveyance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The authorization includes possibility to issue shares to the Company itself without payment.
The authorization is valid for two (2) years from the da
te of the decision of the Annual General Meeting, except that the authorization to issue new shares and/or convey the Company’s own shares for purposes other than the Company’s bonus schemes is valid for fourteen (14) months from the date of the decision of the Annual General Meeting.
For further information, please contact:
Päivi Antola, Director, Corporate Communications and IR, tel. +358 20 7122 537
Nasdaq Helsinki Oy
Amer Sports (www.amersports.com) is a sporting goods company with internationally recognized brands including Salomon, Wilson, Atomic, Arc’teryx, Mavic, Suunto 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).