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
1. 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.
2. 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.
3. 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.
4. 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 right 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.
5. 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).
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