Notice of the Amer Sports Corporation Extraordinary General Meeting

Thursday, 21. March 2019 07:45

Amer Sports Corporation
STOCK EXCHANGE RELEASE
March 21, 2019 at 8:45 a.m.

Notice is given to the shareholders of Amer Sports Corporation (the "Company") that the Extraordinary General Meeting will be held on 11 April 2019 starting at 10:00 a.m. (Finnish time) at Amer Sports Corporation's offices, address: Konepajankuja 6, 00510 Helsinki. The reception of persons who have registered to attend the Extraordinary General Meeting and the distribution of voting slips will commence at 9:00 a.m. Finnish time (GMT +2) at the meeting place. 

A. MATTERS 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 remuneration of the Members of the Board of Directors

         
Mascot Bidco Oy, which is expected to own approximately 94.98 % of the votes conferred by all the shares in the Company after the completion of the settlement trades of the tender offer on or about 29 March 2019, has informed the Company that it will propose to the General Meeting that no remuneration is paid to the members of the Board of Directors to be elected for the term of office ending at the closing of the next Annual General Meeting.

All members of the Board of Directors shall be compensated for reasonable travel and other expenses directly related to their Board work.

  1. Resolution on the number of members of the Board of Directors

Mascot Bidco Oy has informed the Company that it will propose to the General Meeting that the number of members of the Board of Directors would be seven (7).
         

  1. Changes to the Composition of the Board of Directors

Mascot Bidco Oy has informed the Company that it will propose to the General Meeting that the following persons are elected as members of the Board of Directors for the term of office ending at the closing of the next Annual General Meeting: Mr. Shizhong Ding, Mr. Jie Zheng, Mr. Shixian Lai, Ms. Jennifer Qingyi Zheng, Mr. Kui Tang, Mr. Dennis James Wilson and Mr. Zhaohui Li. The term of office of the Company's current members of the Board of Directors shall end upon the election of the above new members.

All candidates have consented to being elected. All candidates are presented in the appendix to this notice.
         

  1. Closing of the meeting

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

Above mentioned 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 25 April 2019.

C. INSTRUCTIONS FOR THOSE PARTICIPATING IN THE EXTRAORDINARY GENERAL MEETING

  1. Shareholders registered in the shareholder register of the Company

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, April 1, 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 March 21, 2019 at 9:00 a.m. Finnish time (GMT +2);

· by telephone +358 20 770 6871 from March 21 to April 5, 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 Friday, April 5, 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.

In the meeting if necessary, a shareholder, his/her representative or proxy representative must be able to verify their identity and/or right to represent the shareholder.

  1. 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, April 1, 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 April 8, 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.

  1. 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.

If 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.

  1. Other 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, 21 March 2019, the total number of shares and votes of the company is 116,517,285.

Helsinki, 21 March 2019

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).


APPENDIX: THE PROPOSED MEMBERS OF AMER SPORTS CORPORATION'S BOARD OF DIRECTORS

Shizhong Ding (b. 1970)

Mr. Shizhong Ding is the chief executive officer, an executive director and the board chairman of ANTA Sports Products Limited (stock code: 2020), a company listed on the Hong Kong Stock Exchange. He is primarily responsible for the overall corporate strategies, brand management, planning and business development of ANTA Sports Products Limited. He is the co-founder of ANTA Sports Products Limited and has dedicated to expand and promote the business and to develop China's sporting goods industry.

Mr. Ding is preliminarily considered independent in relation to Amer Sports Corporation but non-independent in relation to Mascot Bidco Oy and ANTA Sports Products Limited.

**
Jie Zheng (b. 1968, Bachelor's Degree in Management Science, Shanghai Fudan University)

Mr. Jie Zheng is an executive director of ANTA Sports Products Limited (stock code: 2020), a company listed on the Hong Kong Stock Exchange, and the ANTA Brand President. He is primarily responsible for brand and product management. He joined ANTA Sports Products Limited in October 2008 and has over 15 years of experience in the field of marketing management, including over 8 years in the China division of an international sportswear brand as the sales vice president and the general manager. Mr. Zheng holds a bachelor's degree in management science from Shanghai Fudan University.

Mr. Zheng is preliminarily considered independent in relation to Amer Sports Corporation but non-independent in relation to Mascot Bidco Oy and ANTA Sports Products Limited.

**
Shixian Lai (b. 1974, EMBA, China Europe International Business School)

Mr. Shixian Lai is an executive director and the chief financial officer of ANTA Sports Products Limited (stock code: 2020), a company listed on the Hong Kong Stock Exchange. He is primarily responsible for the administrative and financial management of ANTA Sports Products Limited. He joined ANTA Sports Products Limited in March 2003 and has over 15 years of experience in administrative management. Mr. Lai holds an EMBA degree from China Europe International Business School. Mr. Lai is an independent non-executive director of China Lilang Limited (stock code: 1234), a company listed on the Hong Kong Stock Exchange.

Mr. Lai is preliminarily considered independent in relation to Amer Sports Corporation but non-independent in relation to Mascot Bidco Oy and ANTA Sports Products Limited.

**
Jennifer Qingyi Zheng (b. 1972, Master's Degree in Accounting and Bachelor's Degree in Business, University of Kentucky)

Ms. Jennifer Qingyi Zheng is the chief operation officer of EZ Logistics LLC. She joined EZ Logistics LLC in January 2008 and has nearly 20 years of experience in the field of operation management. Ms. Zheng holds a master's degree in accounting and a bachelor's degree in business from University of Kentucky.

Ms. Zheng is preliminarily considered independent in relation to Amer Sports Corporation but non-independent in relation to Mascot Bidco Oy and ANTA Sports Products Limited.

**
Frank Kui Tang (b. 1968, MBA, Columbia Business School)

Mr. Frank K. Tang is the Chairman and CEO of FountainVest Partners, a leading private equity firm dedicated to China with offices in Hong Kong, Shanghai and Beijing. Prior to founding FountainVest, Mr. Tang headed the China investments for Temasek Holdings. As a Senior Managing Director of Temasek Holdings, he was a member of the firmwide Senior Management Committee and Senior Investment & Divestment Committee. Prior to joining Temasek, Mr. Tang was with Goldman Sachs for nearly 11 years. He started his investment banking career at Goldman Sachs in New York, and then moved to Hong Kong. Mr. Tang worked as an Executive Director in Principal Investment Area, the private equity arm of Goldman Sachs, and later he was Managing Director and Head of the Telecom, Media and Technology investment banking in Asia ex-Japan for Goldman Sachs. Mr. Tang holds an MBA from Columbia Business School in New York. He is a board governor of the China Venture Capital and Private Equity Association. In addition, Mr. Tang sits on the board of Accenture (a global Fortune 500 company) and Weibo (the most popular social media in China). He is also a member of Columbia Business School's Board of Overseers.

Mr. Tang is preliminarily considered independent in relation to Amer Sports Corporation but non-independent in relation to Mascot Bidco Oy and FV Mascot JV, L.P.

**
Dennis James Wilson (b. 1955, Bachelor of Arts/Sciences, University of Calgary; Honorary Doctorate, Emily Carr University of Art and Design; Honorary Doctorate, Kwantlen Polytechnic University)

Mr. Dennis James Wilson is the Founder of Hold It All Inc, a holding company for the personal and business interests of the Wilson family. He has over 40 years of experience in the technical apparel industry. In 1998, Mr. Wilson founded lululemon athletica inc., the yoga-inspired apparel company, and acted as the CEO of lululemon athletica inc. from 1998 to 2006. He was also Founder of Westbeach Snowboard Ltd. and worked as its CEO from 1979 to 1986 and its co-CEO from 1986 to 1997, at which point he sold the company to a private investment group. Mr. Wilson has been a member of the boards of FSHD Unlimited (pharmaceutical research) since 2017 and Whil Concepts Inc. (digital mindfulness) since 2014. In addition to his current board memberships, he served as a member of the board of lululemon athletica inc. from 1998 to 2015 and as Chairman of the Board from 2005 to 2013, and as a member of the board of Imagine1day International Foundation (non-profit) from 2008 to 2017. Mr. Wilson holds a Bachelor's degree in arts/science from University of Calgary and honorary doctorate degrees from Emily Carr University of Art and Design and from Kwantlen Polytechnic University.

Mr. Wilson is preliminarily considered independent in relation to Amer Sports Corporation but non-independent in relation to Mascot Bidco Oy and Anamered Investments Inc.

**
Zhaohui Li (b. 1975, MBA, General Management, Fuqua School of Business, Duke University, Bachelor in Management/Finance, Peking University)

Mr. Zhaohui Li has been Managing Partner, Tencent Investment of Tencent Holdings Limited since 2011. Prior to that he worked as the Investment Principal of Bertelsmann Asia Investments from 2008 to 2010, as the Director of Strategic Partnership Development of Google LLC from 2007 to 2008, in Solution and Business Development at Nokia Corporation from 2004 to 2007 and as the Manager of Customer Business Development of Procter & Gamble from 1998 to 2002. Furthermore, Mr. Li has been the Director of Guangzhou Optimus Prime Internet Technology Co., Ltd. since 2016 and the Director of Kuaishou Technology since 2017. He holds an MBA in General Management from Fuqua School of Business of Duke University and a bachelor's degree in management/finance from Peking University.  

Mr. Zhaohui is preliminarily considered independent in relation to Amer Sports Corporation but non-independent in relation to Mascot Bidco Oy and Tencent Holdings Limited.




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Source: Amer Sports Oyj via Globenewswire

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