2013-03-07 14:24:06 -
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
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
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
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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Source: Amer Sports Oyj via Thomson Reuters ONE