STOCK EXCHANGE RELEASE
April 7, 2009 at 8:30 am
Amer Sports Corporation shareholders are hereby summoned to the Company's Extraordinary General Meeting to be held at 2 pm on Tuesday, April 28, 2009 at its headquarters at Mäkelänkatu 91, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 1.30 pm.
Pursuant to chapter 5, section 4 of the Finnish Companies Act (624/2006), Novator Finland Oy has asked that an Extraordinary General Meeting of Amer Sports Corporation to be convened to consider the following proposals:
A. THE FOLLOWING MATTERS WILL BE ON THE AGENDA OF THE MEETING:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the 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 adoption of the list of votes
6. To elect a new board of directors for the company to replace the members of the Board of Directors elected in the Annual General Meeting held on March 5, 2009.
7. To consider the following proposal for an amendment to the Articles of Association of Amer Sports Corporation:
New section 5 to be inserted in the Articles of Association, Nomination Committee
The company has a Nomination Committee, the duties of which include preparation and presentation to the General Meeting of proposals for the appointment and remuneration of members of the Board of Directors as well as performance review and succession planning of directors. The Nomination Committee comprises of a maximum of five members independent of the company as well as the Chairman of the Board of Directors as a non-voting expert member. Each of the five largest shareholders in accordance with the shareholder list drawn up for the last annual general meeting has the right to appoint a member of the Nomination Committee, provided that such shareholder is a shareholder when convening the Nomination Committee. Should a shareholder choose not to use his right to appoint or should a shareholder cease to be a shareholder, the right to appoint is transferred to the next largest shareholder. The member appointed by the largest shareholder shall convene the Nomination Committee and the Committee elects a chairman from among its members. The remuneration of the members of the Nomination Committee shall be resolved by the General Meeting annually.
If the proposal is adopted, current sections 5-12 should be renumbered accordingly.
8. To decide upon remuneration of the members of the Nomination Committee in accordance with the new provision of the Articles of Association, if the proposal according to section 7 above is adopted.
9. Closing of the meeting
B. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
1. Right of Attendance
Shareholders, who are registered on the list of the Company's shareholders maintained by Euroclear Finland Ltd on Friday, April 17, 2009 are entitled to attend the Extraordinary General Meeting. A shareholder, whose shares have been recorded in his/her personal book-entry account, is also entered in the Company's Shareholder Register.
Shareholders wishing to attend the meeting must notify the Company of their intention to participate no later than 4 pm on Thursday, April 23, 2009.
Notification of participation can be made via the following ways:
by email, to amersports@yhteyspalvelut.elisa.fi, by telephone (+358 9 7257 8320); or by sending a letter to Amer Sports Corporation, Share Register, P.O. Box 130, FI-00601 Helsinki.
The notification of participation must arrive within the registration period.
The personal data given to Amer Sports Corporation is used only in connection with the General Meeting and with the processing of related registration.
2. 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.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Extraordinary General Meeting.
Possible proxy documents should be delivered in originals to the above mentioned Amer Sports Corporation -address before the last date for registration.
3. Holders of nominee registered shares
A shareholder holding nominee registered shares and wishing to attend the EGM, must be entered into the shareholders' register of the company on the record date of Friday, April 17, 2009.
A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the EGM, from his/her custodian bank.
4. Other instructions and information
On the date of this notice to the EGM i.e. April 7, 2009, the total number of shares and votes in Amer Sports Corporation was 73,045,551.
Helsinki, March 20, 2009
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:
NASDAQ OMX Helsinki
Major media
AMER SPORTS CORPORATION
Amer Sports (www.amersports.com) is the world's leading sports equipment company with internationally recognized brands including Salomon, Wilson, Precor, Atomic, Suunto, Mavic and Arc'teryx. All Amer Sports companies develop and manufacture technically advanced products that improve the performance of active sports participants. The Group's business is balanced by its broad portfolio of sports and presence in all major markets.
