AMER SPORTS CORPORATION MINUTES 1 (8) Place: Amer Sports Corporation headquarters, Mäkelänkatu 91, Helsinki, Finland

Transcription

1 AMER SPORTS CORPORATION MINUTES 1 (8) Unofficial translation from the Finnish ANNUAL GENERAL MEETING Time: Wednesday, March 5, 2009, at 2:00 pm Place: Amer Sports Corporation headquarters, Mäkelänkatu 91, Helsinki, Finland Present: 216 duly registered shareholders were present or represented at the beginning of the General Meeting. The number of shares owned by them was 52,038,374 (71.24% of shares) and the number of votes, correspondingly, 52,038,374. It was recorded that Chairman of the Board Anssi Vanjoki and Ilkka Brotherus, Felix Björklund, Pirjo Väliaho, Bruno Sälzer, Martin Burkhalter and Christian Fischer, members of the Board, were present. 1 OPENING The meeting was opened by Chairman of the Board of Directors Anssi Vanjoki, who welcomed the shareholders to the meeting. 2 ORGANIZATION OF THE MEETING Jukka Laitasalo, Attorney-at-Law, was elected chairman of the meeting. The chairman asked Kristiina Huttunen, Vice President, Legal Affairs, to act as secretary for the meeting. 3 SCRUTINIZERS AND SUPERVISORS FOR THE COUNTING OF VOTES Tiina Tarma and Tomi Tuominen were elected as scrutinizers, and Pekka Kainulainen and Pirjo Koskinen were elected as supervisors for the counting of votes

2 4 QUORUM 2 (8) It was noted that the invitation to the Annual General Meeting was published in Kauppalehti and Helsingin Sanomat on February 12, The last day for registration was March 2, It was noted that the meeting had been convened and that a quorum was present in accordance with the Articles of Association and the Finnish Companies Act Notice of the General Meeting and the agenda were appended to the minutes of the meeting (see appendices 1 and 2). 5 STATING THOSE PRESENT AND EXAMINATION OF THE REGISTER OF VOTES A register of duly registered shareholders and their representatives and assistants who were present at the meeting was drawn up, and the number of their shares and votes was entered in the register (Appendix 3). It was noted that the shareholders' register was on view at the meeting. 6 PRESENTATION OF ANNUAL ACCOUNTS FOR 2008, THE BOARD'S REPORT AND THE AUDITOR S REPORT It was noted that documents concerning the January 1 December 31, 2008, financial period have been available for review by the shareholders at the company s headquarters in Helsinki and on the company's website since February 26, 2008 (i.e., no less than one week prior to the meeting), and that the original annual accounts (including the consolidated annual accounts) and annual report were on view at the meeting. The auditor's report was presented, and the original report was appended to the minutes of the meeting (Appendix 4). Roger Talermo, President and CEO, gave an overview of the company's business in the 2008 financial period and presented the annual accounts, consolidated annual accounts and annual report. It was noted that the annual accounts, the report of the Board of Directors and the auditor s report have been presented to the general meeting.

3 3 (8) 7 APPROVAL OF ANNUAL ACCOUNTS AND CONSOLIDATED ANNUAL ACCOUNTS It was noted that in the auditor s report the auditor states that the annual accounts and annual report provide correct and sufficient information on the performance and financial position of the Group and the parent company in accordance with the regulations concerning the preparation of annual accounts and annual reports in force in Finland. It was recorded that the shareholders named in Appendix 5a (104,901 shares and votes), represented by Tomi Tuovinen (Skandinaviska Enskilda Banken AB), declared that, without making a countermotion or requesting the matter be put to a vote, they would abstain from voting if the approval of the annual accounts and consolidated annual accounts is put to a vote (see Appendix 5a). It was recorded that the shareholder State of Indiana Public Employees Retirement Fund (867 shares and votes), represented by Kati Lappalainen (Nordea Bank Finland Plc), declared that, without making a countermotion or requesting the matter be put to a vote, it would abstain from voting if the approval of the annual accounts or consolidated annual accounts is put to a vote (Appendix 6). It was recorded that the shareholder West Yorkshire Pension Fund (1,000 shares and votes), represented by Kati Lappalainen (Nordea Bank Finland Plc), without requesting the matter be put to a vote, objected to the approval of the annual accounts and consolidated annual accounts (Appendix 6). It was resolved to adopt the annual accounts and consolidated annual accounts. 8 USE OF PROFITS AND THE PAYMENT OF DIVIDENDS It was stated that the Board proposes that EUR 0.16 per share be distributed for the financial period that ended on December 31, 2008, in accordance with the adopted balance sheet. It was resolved that a dividend of EUR 0.16 per share be distributed. The dividend shall be paid to all shareholders listed as company shareholders in the share register kept by Euroclear Finland Oy on the record date of March 10, The dividend payment date is March 17, 2009.

4 9 DISCHARGE FROM LIABILITY 4 (8) It was noted that the auditor has supported granting the members of the Board and the CEO discharge from liability for the 2008 financial year. It was resolved to grant the members of the Board and CEO discharge from liability. 10 REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS It was noted that a proposal has been made to keep the principles for Board members remuneration unchanged. It was recorded that Erich Vihmakari, representing shareholder Aino Vihmakari, without requesting the matter be put to a vote, objected to the proposal concerning the Board members' remuneration. It was recorded that the two shareholders named in Appendix 5b (49,037 Enskilda Banken AB), without requesting the matter be put to a vote, objected to the proposal concerning the Board members' remuneration (see Appendix 5b). Remuneration of the members of the Board was approved as follows: Chairman Vice Chairman other members EUR 80,000 per year EUR 50,000 per year EUR 40,000 per year No additional remuneration will be paid for participation in meetings and committee work. Forty percent (40%) of the annual remuneration of Board members, including the Chairman of the Board and the Vice Chairman, will be used such that the company acquires Amer Sports Corporation shares for the account of the member, using the securities broker it has selected, and makes the payment in the amount mentioned. A member of the Board is not allowed to sell or transfer any of these shares to any third party during the term of his or her Board membership. However, this limitation is valid for at most five years after the acquisition of the shares.

5 11 THE NUMBER OF BOARD MEMBERS 5 (8) It was noted that the Board Nomination Committee has proposed that the number of Board members be seven (7). It was recorded that the two shareholders named in Appendix 5c (49,037 Enskilda Banken AB), without making a countermotion or requesting the matter be put to a vote, declared that they would abstain from voting if the number of Board members is put to a vote (see Appendix 5c). It was resolved that the number of Board members until the next Annual General Meeting shall be seven (7). 12 ELECTION OF THE MEMBERS OF THE BOARD It was noted that the number of Board members was confirmed as seven (7). The proposal by the Nomination Committee of the Board of Directors for the members of the Board was presented. It was recorded that the two shareholders named in Appendix 5d (49,037 Enskilda Banken AB), without requesting the matter be put to a vote, objected to the proposal concerning the election of Board members (see Appendix 5d). It was recorded that the shareholder European Renaissance Fund Limited (410,000 shares and votes), represented by Kati Lappalainen (Nordea Bank Finland Plc), without requesting the matter be put to a vote, objected to the election of Board members (see Appendix 6). It was resolved to elect Anssi Vanjoki, Ilkka Brotherus, Pirjo Väliaho, Bruno Sälzer, Martin Burkhalter, Christian Fischer and Hannu Ryöppönen as members of the Board of Directors. It was noted that the Board members' term of service will run through the 2010 Annual General Meeting. It was recorded that the people mentioned have given their written consent to accept the task. 13 REMUNERATION OF THE AUDITOR It was noted that the auditor's fee is proposed to be paid as invoiced.

6 6 (8) It was recorded that the two shareholders named in Appendix 5e (49,037 Enskilda Banken AB), without requesting the matter be put to a vote, declared that they would abstain from voting if the auditor's fee is put to a vote (see Appendix 5e). It was resolved that the auditor's fee will be paid as invoiced. 14 ELECTION OF THE AUDITOR It was noted that a proposal has been put forward to elect Authorized Public Accountant PricewaterhouseCoopers Oy to act as the auditor of the company, with Jouko Malinen as the auditor in charge of the audit. It was recorded that the two shareholders (49,037 shares and votes) named in Appendix 5f, represented by Tomi Tuominen (Skandinaviska Enskilda Banken), without requesting the matter be put to a vote, declared that they would abstain from voting if the election of the auditor is put to a vote (see Appendix 5f). It was recorded that the shareholder West Yorkshire Pension Fund (1,000 shares and votes), represented by Kati Lappalainen (Nordea Bank Finland Plc), without requesting the matter be put to a vote, declared that it would abstain from voting if the election of the auditor is put to a vote (see Appendix 6). It was resolved to elect Authorized Public Accountant PricewaterhouseCoopers Oy to act as an auditor of the company. The auditor in charge of the audit is to be Jouko Malinen. It was recorded that the auditor elected has given written consent. 15 AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON SHARE REPURCHASE It was noted that, in accordance with the stock exchange release published on March 3, 2009, the Board of Directors has decided to abandon the proposal for authorizing the Board to decide on the repurchase of shares in the company announced in the invitation published on February 12, 2009, and that therefore there is no Board proposal to be processed as part of this item. It was recorded that Attorney-at-Law Pekka Jaatinen, representing shareholder Novator Finland Oy, expressed his view that the Board of Directors does not take the views of shareholders into consideration sufficiently, and that therefore Novator Finland Oy will demand an

7 7 (8) extraordinary general meeting to resolve on the election of a new Board of Directors and change of the composition of the Nomination Committee in a more shareholder-oriented direction. 16 AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE OF SHARES It was noted that, in accordance with the stock exchange release published on March 3, 2009, the Board of Directors has decided to revise its proposal announced in the invitation published on February 12, 2009, for authorizing the Board of Directors to decide on the issue of shares, options and other special rights entitling their holder to shares. It was recorded that Timo Maasilta on his own behalf and as the representative of the shareholders Maa- ja Vesitekniikan Tuki ry and TUK-Invest Oy, announced that he seconded the Board s revised proposal. It was recorded that Attorney-at-Law Pekka Jaatinen, representing the shareholder Novator Finland Oy, without requesting the matter be put to a vote, objected to the processing of the item, because the Board s revised proposal had not been available for review by shareholders for one week prior to the meeting in accordance with Chapter 5, Section 21 of the Limited Liability Companies Act. It was recorded that the two shareholders named in Appendix 5g (49,037 Enskilda Banken AB), without requesting the matter be put to a vote, objected to the proposal concerning the issue of shares (see Appendix 5g). It was recorded that the shareholder European Renaissance Fund Limited (410,000 shares and votes), represented by Kati Lappalainen (Nordea Bank Finland Plc), without requesting the matter be put to a vote, objected to the proposal concerning the issue of shares (see Appendix 6). It was resolved to authorize the Board of Directors to decide on the issue of a maximum of seven (7) million new shares as follows: New shares may be issued to the company's shareholders in proportion to their current shareholdings in the company, against payment. The subscription price of the new shares shall be recorded under the invested non-restricted equity fund. The authorization to issue shares is valid until two (2) years from the date of the decision of the Annual General Meeting.

8 17 CLOSING 8 (8) After the issues listed in the notice of the Annual General Meeting were handled according to the agenda, the chairman closed the meeting. In witness of the minutes: Jukka Laitasalo Chairman Kristiina Huttunen Secretary The minutes of the meeting have been examined and approved: Tiina Tarma Tomi Tuominen