Amer Sports Oyj : Decisions of the Amer Sports Corporation Annual General
Amer Sports Corporation
STOCK EXCHANGE RELEASE
March 7, 2013 at 3:20 pm
At the Amer Sports Corporation Annual General Meeting held earlier today, the
following resolutions were approved:
Adoption of the annual accounts
The Annual General Meeting (AGM) approved Amer Sports financial statements for
Resolution on use of the profit shown on the balance sheet and the payment of
The AGM resolved to distribute a dividend of EUR 0.35 per share to be paid for
the financial year ended December 31, 2012. The dividend will be paid to
shareholders who are registered on the list of shareholders maintained by
Euroclear Finland Ltd as of March 12, 2013, which is the record date for the
dividend payment. The dividend will be paid on April 4, 2013.
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 2012.
Resolution on the remuneration of the members of the Board of Directors
It was approved 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 2014 remains unchanged from
2012 and be as follows: Chairman EUR 100,000, Vice Chairman EUR 60,000, and
other members EUR 50,000. 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 being paid in the form of the
Company's shares and 60% in cash.
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
Election of members of the Board of Directors
The AGM elected Ilkka Brotherus, Martin Burkhalter, Christian Fischer, Hannu
Ryöppönen, Bruno Sälzer, Anssi Vanjoki and Indra Åsander as members of the
Board of Directors. The Board of Directors' term of service will run until the
close of the 2014 Annual General Meeting.
Resolution on the remuneration of the auditor
The AGM decided that the auditor's fee will be paid as invoiced.
Election of auditor
The AGM elected the Authorized Public Accountants PricewaterhouseCoopers Oy to
act as auditor of the Company. PricewaterhouseCoopers Oy has advised that it
appoints Jouko Malinen, Authorized Public Accountant, as the principally
responsible auditor of the Company.
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 non-restricted
equity through trading on regulated market organized by NASDAQ OMX 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 the NASDAQ
OMX Helsinki Ltd and Euroclear Finland Ltd. The Repurchase Authorization is
valid 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 own shares
to the Company for free.
The authorization is valid until two (2) years from the date 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 until 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 Investor Relations,
tel. +358 9 7257 8233
NASDAQ OMX Helsinki
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 OMX Helsinki stock exchange.
Decisions of the Amer Sports Corporation Annual General Meeting
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information contained therein.
Source: Amer Sports Oyj via Thomson Reuters ONE
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