Amer Sports Corporation
STOCK EXCHANGE RELEASE
December 21, 2018 at 2:45 p.m.
Notice to the Amer Sports Corporation Extraordinary General Meeting
Shareholders of Amer Sports Corporation (the “Company”) are hereby summoned to the Company’s Extraordinary General Meeting to be held at 2:00 p.m. on Wednesday, January 23, 2019 at Finlandia Hall at the address Mannerheimintie 13 e, 00100 Helsinki, Finland. The reception of persons who have registered for the Extraordinary General Meeting and the distribution of voting tickets will commence at 1:00 p.m.
A.THE FOLLOWING MATTERS WILL BE ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of 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 the list of votes
6. Resolution on the amendment of the Articles of Association of the Company
The Board of Directors proposes that the Extraordinary General Meeting resolves to remove Article 11(titled “Redemption of shares”), concerning a shareholder’s obligation to redeem shares, from the Articles of Association of the Company subject to the public announcement by Mascot Bidco Oy that it will complete the voluntary public cash tender offer for all the issued and outstanding shares in the Company.
In addition, it is proposed that the numbering of the Articles of Association shall be updated as required by the removal stated above (Article 12 shall become Article 11).
7. Resolution on the right of the current members of the Board of Directors to accept the tender offer for their shares
The Board of Directors proposes that the Extraordinary General Meeting resolves to grant to the current members of the Board of Directors a right to accept the voluntary public cash tender offer by Mascot Bidco Oy for the shares in the Company held by them and to sell such shares despite transfer restrictions that concern the members of the Board of Directors resolved by previous General Meetings of the Company.
8. Closing of the meeting
B. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
-
Documents for the Extraordinary General Meeting
The proposals for the decisions on the matters on the agenda of the Extraordinary General Meeting and this notice are available at the Company’s website at www.amersports.com as of the date of this notice. The proposals for the decisions will also be available at the Extraordinary General Meeting. The Minutes of the Extraordinary General Meeting will be available on the above-mentioned website no later than February 6, 2019.
-
Shareholders registered in the shareholders’ register
Shareholders, who are registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy on the record date of the Extraordinary General Meeting, January 11, 2019, are entitled to attend the Extraordinary 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 Extraordinary General Meeting, shall register for the Extraordinary General Meeting by giving a notice of participation. Notification of participation can be made via the following ways:
-
on the Company’s website www.amersports.com, as of January 2, 2019 at 9:00 a.m. Finnish time (GMT +2);
-
by telephone +358 20 770 6871 from January 2 to January 16, 2019 (on weekdays) between 9:00 a.m. and 4:00 p.m. Finnish time (GMT +2); or
-
by sending a letter to Amer Sports Corporation, Legal Affairs, P.O. Box 1000, FI-00511 Helsinki.
The registration for the Extraordinary General Meeting ends on Wednesday, January 16, 2019 at 4:00 p.m. Finnish time (GMT +2). 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 Extraordinary General Meeting and the processing of related registration.
-
Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, January 11, 2019, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the Extraordinary 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 Oy at the latest by January 18, 2019 at 10:00 a.m. Finnish time (GMT +2). As regards nominee registered shares this constitutes due registration for the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting, temporarily into the shareholders’ register of the Company at the latest by the time stated above.
-
Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary 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 ri
ght to represent the shareholder at the Extraordinary General Meeting.
When a shareholder participates in the Extraordinary 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 Extraordinary General Meeting.
Proxy documents should be delivered in original to the above-mentioned address of the Company before the last date for registration.
-
Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Extraordinary 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 Extraordinary General Meeting, the total number of shares and votes in the Company was 116,517,285.
Helsinki, December 21, 2018
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).
