Amer Sports Corporation STOCK EXCHANGE RELEASE 1(8)
February 16, 2007 at 8:00 am
AMER SPORTS CORPORATION: SUMMONS TO THE COMPANYS ANNUAL GENERAL
MEETING
Amer Sports Corporation shareholders are hereby summoned to the
Company's Annual General Meeting to be held at 2 pm on Thursday,
March 8, 2007 at its headquarters at Mäkelänkatu 91, Helsinki,
Finland.
The following matters will be dealt with at the meeting:
1. Matters pertaining to the Annual General Meeting as stated in
Article 10 of the Company's Articles of Association and in
Chapter 5, Section 3 of the Companies Act
2. The Board's Proposal to amend the Company's Articles of
Association
The Board of Directors proposes that the Company's present Articles
of Association be amended to read as follows:
a. The minimum and maximum share capital requirements in Article 3
shall be deleted.
b. The requirements of the minimum and maximum number of the
shares in Article 4 shall be deleted.
c. Article 5 concerning the book-entry system and record date
procedure shall be amended so that the Companys shares are
registered in the book-entry system but other provisions in
Article 5 shall be deleted.
d. Article 6, sub-section 4 and Article 8 shall be amended so that
instead of signing for the company the term representing the
company adopted under the new Finnish Companies Act shall be
used.
e. Sub-sections 1, 3 and 4 in Article 10 concerning the Annual
General Meeting shall be amended to correspond with the
terminology adopted under the new Finnish Companies Act.
f. Provisions on the right to attend a General Meeting since the
Companys shares are registered in the book-entry system shall
be deleted in Article 11.
g. Article 12 concerning the financial year shall be amended so
that provisions on the time limits by which the Board of
Directors report and the auditors report shall be ready shall
be deleted.
h. Article 13 concerning redemption of shares shall be amended so
that reference to Article 14 in the present Articles of Association
shall be reference to Article 12 in the amended new Articles of
Association.
3. A proposal by the Board of Directors that the Board of Directors
be authorized to decide on the repurchase of the Companys own
shares
The Board of Directors proposes to the AGM that the Board of
Directors be authorized to decide on the repurchase of a maximum of
3.500.000 of the Companys own shares.
The Companys own shares shall be repurchased otherwise than in
proportion to the holdings of the shareholders by using the non-
restricted equity through public trading on the Helsinki Stock
Exchange at the market price prevailing at the time of acquisition.
The shares shall be repurchased and paid for in accordance with the
rules of the Helsinki Stock Exchange and the Finnish Central
Securities Depository Ltd.
The shares shall be repurchased to improve the Companys capital
structure or for use in financing or implementing future
acquisitions or other arrangements, or as part of the Companys or
its subsidiaries incentive programs or to be held by the Company,
to be conveyed by other means or to be cancelled.
The authorization to repurchase the Companys own shares is valid 18
months from the decision of the Annual General Meeting.
4. A proposal by the Board of Directors that the Board of Directors
be authorized to decide on issuing new shares and/or conveying
the Companys own shares held by the Company
The Board of Directors proposes to the AGM that the Board of
Directors be authorized to decide on issuing new shares and/or
conveying the Companys own shares held by the Company on the
following terms and conditions:
New shares may be issued and the Companys own shares held by the
Company may be conveyed either against payment (Share Issue Against
Payment) or for free (Free Share Issue).
By virtue of the authorization, the Board of Directors is entitled
to decide on issuing a maximum of 7.000.000 new shares and on
conveying a maximum of 6.500.000 of the Companys own shares held by
the Company.
The shares may be issued and/or conveyed:
· to the Companys shareholders in proportion to their current
shareholdings in the Company; or
· by waiving the shareholders pre-emption right if the Company
has a weighty financial reason to do so, such as using the shares
to improve the Companys capital structure or in financing or
implementing future acquisitions or other arrangements or as part
of the Companys or its subsidiaries incentive programs.
Shares may by issued or conveyed for free waiving the shareholders
pre-emption right only if there is an especially weighty financial
reason for the Company to do so, taking into account the interests
of the Company and all the shareholders.
The Board of Directors may also decide on a Free Share Issue to the
Company itself.
The number of shares to be issued to the Company together with the
shares repurchased/to be repurchased to the Company on basis of a
repurchase authorization shall be at the maximum 6.500.000 shares.
The subscription price of the new shares and the consideration
payable for the Companys own shares conveyed by the Company shall
be recorded under the invested non-restricted equity fund.
The authorization to issue shares and to convey the Companys own
shares is valid 2 years from the decision of the Annual General
Meeting.
5. A proposal by the Board of Directors to issue stock options
The Board of Directors proposes to the AGM that the AGM would decide
to issue stock options to key Amer Sports Group personnel, as well
as to a wholly-owned subsidiary of Amer Sports Corporation, on the
following terms and conditions.
The Company has a weighty financial reason for the issue of stock
options, since the stock options are intended to form part of the
incentive and commitment program for key personnel. The purpose of
the stock options is to encourage key personnel to work on a long-
term basis to increase shareholder value. The purpose of the stock
options is also to commit key personnel to the Company.
The maximum total number of stock options issued shall be 1,500,000.
Of the stock options, 500,000 shall be marked with the symbol 2007A,
500,000 shall be marked with the symbol 2007B, and 500,000 shall be
marked with the symbol 2007C. The stock options entitle their owners
to subscribe for a maximum total of 1,500,000 new shares in the
Company.
The share subscription prices shall be based on the market price of
an Amer Sports Corporation share quoted in public trading at the
time of pricing. The share subscription price shall be for stock
option 2007A, the trade volume weighted average quotation of the
Companys share on the Helsinki Stock Exchange during January 2
February 14, 2007, for stock option 2007B, the trade volume
weighted average quotation of the Companys share on the Helsinki
Stock Exchange during January 2 February 14, 2008, for stock
option 2007C, the trade volume weighted average quotation of the
Companys share on the Helsinki Stock Exchange during January 2
February 14, 2009. The share subscription price shall be entered
into the invested non-restricted equity fund.
The share subscription period for stock options 2007A shall be March
1, 2010 February 28, 2013, for stock options 2007B, March 1, 2011
February 28, 2014 and for stock options 2007C, March 1, 2012
February 28, 2015.
The prerequisite for distribution of stock options to the key
personnel is that certain criteria based on the financial targets of
the Group and determined by the Board of Directors for years 2007
(2007A), 2008 (2007B) and 2009 (2007C) have been attained. The Board
of Directors shall define the criteria and inform the key personnel
on them about one year prior to the potential distribution of each
stock option lot.
Board Composition
The Nomination Committee of the Board proposes that the number of
Board members is confirmed to be seven (7) and that Felix Björklund,
Ilkka Brotherus, Tuomo Lähdesmäki, Timo Maasilta, Roger Talermo and
Anssi Vanjoki be re-elected as a members of the Board of Directors.
Moreover, the Committee proposes that Ms Pirjo Väliaho, Vice
President and General Manager, P&G Nordic, Procter & Gamble, be
appointed as a new board member. The Board's term of service will
run through the 2008 Annual General Meeting.
Auditors
According to Article 10 of the Articles of Association, the Annual
General Meeting elects an Auditor that shall be a firm of Certified
Public Accountants approved by the Central Chamber of Commerce, for
a term of one financial year. The Board of Directors proposes to the
AGM that Authorised Public Accountants PricewaterhouseCoopers Oy be
elected to act as an auditor of the Company. The Board proposes that
the auditor in charge of the audit is Mr Jouko Malinen, Authorised
Public Accountant.
Documents for the AGM
Copies of the annual accounts as well as the Board of Directors'
proposals and appendices thereto will be available for inspection by
shareholders from March 1, 2007 at Amer Sports Corporations
headquarters. Copies of these documents will be sent to shareholders
on request.
Right of Attendance
Shareholders who are registered on the list of the Company's
shareholders maintained by the Finnish Central Securities Depository
Ltd on Monday, February 26, 2007 are entitled to attend the Annual
General Meeting.
Attendance of a Shareholder Holding Nominee-registered Shares
A shareholder, whose shares have been recorded in his book-entry
account, is also entered in the Companys Shareholder Register. A
shareholder holding nominee-registered shares and wishing to attend
the AGM can, at a request to be made not later than ten days before
the AGM, temporarily be registered in the Shareholder Register.
Notice of Attendance
Shareholders wishing to attend the meeting must inform the Company
of their intention not later than 4 p.m. on Tuesday, March 6, 2007
either by writing to Amer Sports Corporation, Share Register, P.O.
Box 130, FI-00601 Helsinki, or by telephoning (+358 9 7257 8261/Ms
Mirja Vatanen), or by e-mail to mirja.vatanen@amersports.com.
Notifications must be received before the end of the notification
period. Proxies should be submitted in connection with the
notifications of attendance.
Dividend Payment
The Board of Directors proposes that a dividend of EUR 0.50 per
share be paid for the financial year ended December 31, 2006. The
dividend will be paid to shareholders who are registered on the list
of shareholders maintained by the Finnish Central Securities
Depository Ltd as of March 13, 2007, which is the record date for
the dividend payment. The dividend will be paid on March 20, 2007.
Helsinki, February 13, 2007
AMER SPORTS CORPORATION
Board of Directors
AMER SPORTS CORPORATION
Communications
Ms Maarit Mikkonen
Communications Manager
Tel. +358 9 7257 8306, e-mail: maarit.mikkonen@amersports.com
DISTRIBUTION:
Helsinki Stock Exchange
Major media
www.amersports.com
AMER SPORTS CORPORATION
Amer Sports (www.amersports.com) is the worlds leading sports
equipment company with internationally recognized brands including
Salomon, Wilson, Precor, Atomic and Suunto. All Amer Sports
companies develop and manufacture technically advanced products that
improve the performance of active sports participants. The Groups
business is balanced by its broad portfolio of sports and presence
in all major markets.
APPENDIX
AMER SPORTS CORPORATION STOCK OPTIONS 2007
The Board of Directors of Amer Sports Corporation (Board of
Directors) has at its meeting on 13 February 2007 resolved to
propose to the Annual General Meeting of Shareholders of Amer Sports
Corporation (Company) to be held on 8 March 2007 that stock options
be issued to the key personnel of the Company and its subsidiaries
(Group) and to a wholly owned subsidiary of the Company, on the
following terms and conditions:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of Stock Options
The maximum total number of stock options issued shall be 1,500,000,
and they entitle their owners to subscribe for a maximum total of
1,500,000 new shares in the Company.
2. Stock Options
Of the stock options, 500,000 shall be marked with the symbol 2007A,
500,000 shall be marked with the symbol 2007B and 500,000 shall be
marked with the symbol 2007C.
The people, to whom stock options are issued, shall be notified in
writing by the Board of Directors about the offer of stock options.
The stock options shall be delivered to the recipient when he or she
has accepted the offer of the Board of Directors.
3. Right to Stock Options
The stock options shall be issued gratuitously to the Group key
personnel and to Amera Oy (Subsidiary), a wholly owned subsidiary of
the Company. The Company has a weighty financial reason for the
issue of stock options, since the stock options are intended to form
part of the Groups incentive and commitment program for the key
personnel. The stock options do not constitute a part of the terms
and conditions of employment, service or compensation.
4. Distribution of Stock Options
The Board of Directors shall decide upon the distribution of the
stock options. The prerequisite for distribution of stock options to
the key personnel is that certain criteria based on the financial
targets of the Group and determined by the Board of Directors for
years 2007 (2007A), 2008 (2007B) and 2009 (2008C) (each separately
earning period) have been attained. The Board of Directors shall
define the criteria and the number of stock options to be earned and
inform the key personnel on them in the beginning of an earning
period. The Board of Directors shall be entitled to amend the number
of stock options to be earned if a key persons position changes or
work discontinues during an earning period.
Upon issue, all stock options 2007 shall be granted to the
Subsidiary. The Board of Directors shall later decide upon the
further distribution of the stock options granted or returned later
to the Subsidiary, to the key personnel employed by or to be
recruited by the Group.
5. Transfer of Stock Options and Obligation to offer Stock Options
The stock options are freely transferable, when the relevant share
subscription period has begun. The Board of Directors may, however,
permit the transfer of stock options also before such date. The
Company shall hold the stock options on behalf of the stock option
owner until the beginning of the share subscription period. The
stock option owner has the right to acquire possession of the stock
options when the relevant share subscription period begins. Should
the stock option owner transfer his/her stock options, such person
is obliged to inform the Company about the transfer in writing,
without delay.
Should a stock option owner cease to be employed by or in the
service of the Group, for any reason other than the death or the
retirement determined by the Company or the permanent disability of
a stock option owner, such person shall, without delay, offer to the
Company or its order, free of charge, the stock options for which
the share subscription period specified in Section II.2 has not
begun, on the last day of such persons employment or service. The
Board of Directors can, however, in the above-mentioned cases,
decide that the stock option owner is entitled to keep such stock
options, or a part of them, which are subject to the offering
obligation.
Regardless of whether the stock option owner has offered his/her
stock options to the Company or its order or not, the Company can
inform the stock option owner in writing that the stock option owner
has lost his/her stock options on the basis of the above-mentioned
reasons. Should the stock options be transferred to the book-entry
securities system, the Company has the right, whether or not the
stock options have been offered to the Company or its order, to
request and get transferred all the stock options subject to the
offering obligation from the stock option owners book-entry account
to the book-entry account appointed by the Company, without the
consent of the stock option owner. In addition, the Company is
entitled to register transfer restrictions and other respective
restrictions concerning the stock options to the stock option
owners book-entry account, without the consent of the stock option
owner.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to subscribe for new Shares
Each stock option entitles its owner to subscribe for one (1) new
share in the Company. As a result of the share subscriptions, the
number of the Companys shares may be increased by a maximum of
1,500,000 new shares. The share subscription price shall be entered
into the invested non-restricted equity fund.
The Subsidiary shall not be entitled to subscribe for shares on the
basis of the stock options.
2. Share Subscription and Payment
The share subscription period shall be
- for stock option 2007A 1 March 201028 February 2013
- for stock option 2007B 1 March 201128 February 2014
- for stock option 2007C 1 March 201228 February 2015.
Share subscriptions shall take place at the head office of the
Company or possibly at another location to be determined later. In
the case of the stock options having been transferred to the book-
entry securities system, the stock options with which shares have
been subscribed for shall be deleted from the subscribers book-
entry account. Upon subscription, payment for the shares subscribed
for, shall be made to the bank account appointed by the Company. The
Board of Directors shall decide on all measures concerning the share
subscription.
3. Share Subscription Price
The share subscription price shall be:
- for stock option 2007A, the trade volume weighted average
quotation of the share on the Helsinki Stock Exchange during
2 January14 February 2007
- for stock option 2007B, the trade volume weighted average
quotation of the share on the Helsinki Stock Exchange during
2 January 14 February 2008
- for stock option 2007C, the trade volume weighted average
quotation of the share on the Helsinki Stock Exchange during
2 January 14 February 2009.
The share subscription price of the stock options may be decreased
in certain cases mentioned in Section 7 below. The share
subscription price shall, nevertheless, always amount to at least
EUR 0.01.
4. Registration of Shares
Shares subscribed for and fully paid shall be registered in the book-
entry account of the subscriber.
5. Shareholder Rights
The dividend rights of the shares and other shareholder rights shall
commence when the new shares have been registered.
6. Share Issues, Stock Options and other special Rights entitling to
Shares before Share Subscription
Should the Company, before the share subscription, decide on an
issue of shares or an issue of new stock options or other special
rights entitling to shares, a stock option owner shall have the same
right as, or an equal right to, that of a shareholder. Equality is
reached in the manner determined by the Board of Directors by
adjusting the number of shares available for subscription, the share
subscription price or both of these.
7. Rights in Certain Cases
The customary dividend distribution by the Company shall have no
impact on the share subscription price of the stock options. If the
Company distributes dividend constituting a deviation from the
customary dividend policy of the Company or funds from the non-
restricted equity fund, the Board of Directors shall decide on their
impact on the share subscription price of the stock options.
If the Company reduces its share capital by distributing share
capital to the shareholders, from the share subscription price of
the stock options, shall be deducted the amount of the distributable
share capital decided after the beginning of the period for
determination of the share subscription price but before share
subscription, as per the record date of the repayment of share
capital.
If the Company is placed in liquidation before the share
subscription, the stock option owner shall be given an opportunity
to exercise his/her share subscription right before the liquidation
begins, within a period of time determined by the Board of
Directors. If the Company is deleted from the register, before the
share subscription, the stock option owner shall have the same right
as, or an equal right to, that of a shareholder.
If the Company resolves to merge into another company as the company
being acquired or into a company to be formed in a combination
merger, or if the Company resolves to be demerged, the stock option
owners shall, prior to the merger or demerger, be given the right to
subscribe for the shares with their stock options, within a period
of time determined by the Board of Directors. After such period, no
share subscription right shall exist. In the above situations, the
stock option owners shall have no right to require that the Company
redeem the stock options from them at their market value.
Acquisition or redemption of the Companys own shares or acquisition
of stock options or other special rights entitling to shares shall
have no impact on the status of the stock option owner. If the
Company, however, resolves to acquire or redeem its own shares from
all shareholders, the stock option owners shall be made an
equivalent offer.
If a redemption right and obligation to all of the Companys shares,
as referred to in Chapter 18 Section 1 of the Finnish Companies Act,
arises to any of the shareholders, before the end of the share
subscription period, on the basis that a shareholder possesses over
90% of the shares and the votes of the shares of the Company, the
stock option owners shall be given a possibility to use their right
of share subscription by virtue of the stock options, within a
period of time determined by the Board of Directors, or they shall
be given an equal possibility to that of shareholders to sell their
stock options to the redeemer, irrespective of the transfer
restriction defined in Section I.5 above. A shareholder who
possesses over 90% of the shares and votes of the shares of the
Company has the right to purchase the stock option owners stock
options at their market value.
III OTHER MATTERS
These terms and conditions shall be governed by Finnish law.
Disputes arising in relation to the stock options shall be settled
by arbitration in accordance with the Arbitration Rules of the
Central Chamber of Commerce.
The Board of Directors may decide on the transfer of the stock
options to the book-entry securities system at a later date and on
the resulting technical amendments to these terms and conditions, as
well as on other amendments and specifications to these terms and
conditions which are not considered essential. Other matters related
to the stock options shall be decided on by the Board of Directors.
The Company shall be entitled to withdraw the stock options which
have not been transferred, or with which shares have not been
subscribed for, free of charge, if the stock option owner acts
against these terms and conditions, or against the regulations given
by the Company on the basis of these terms and conditions, or
against applicable law, or against the regulations of the
authorities.
These terms and conditions have been made in Finnish and in English.
In the case of any discrepancy between the Finnish and English terms
and conditions, the Finnish terms and conditions shall decide.