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Expert Corporate Governance Service (ECGS)
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Amer June, 20 2019

In general, Amer Sports is in compliance with the Finnish regulations relating to the organisation and procedures of this Annual General Meeting.On December 7, 2018, MascotBidco Oy (a consortium comprising Mascot, Anta Sports, FountainVest Partners, Anamered Investments and Tencent) announced a public tender offer to acquire Amer Sports. The consideration to be paid amounts to EUR 40.00 per share (payable in cash) and represents a premium of 39% compared to the closing price before the announcement.As of the date of the notice (May 28, 2019), Mascot Bidco Oy owned approximately 98% of the voting rights after the completion of the settlement trades of the tender offer.Consequently, proposals on appointments and remuneration of the board of directors are made by Mascot Bidco Oy.Under ITEM 12, Mascot Bidco Oy proposes to re-elect the board of directors. The independence ratio on the board will be 0%, indicating that there is insufficient independent representation on the board. ECGS furthermore notes that there is only one woman proposed to serve on the board, which is below its threshold regarding gender diversity. In addition, even taking into account the specific circumstances currently applicable to Amer Sports, ECGS would have expected that at least one independent director would be up for appointment to safeguard the interests of the remaining minority shareholders. In view of the above concerns, ECGS recommends to vote OPPOSE.

Underlying
Amer Sports

Amer Sports is a sporting goods company. Co. and its subsidiaries manufacture, sell and market sports equipment, apparel and footwear to the sports equipment trade. Co. and its subsidiaries' brands include Wilson, Salomon, Precor, Atomic, Mavic, Suunto and Arc'teryx. Co. has three business segments: Winter and Outdoor, which is a manufacturer and supplier of winter sports equipment, apparel, footwear, cycling components and sports instruments; Ball Sports, which is a manufacturer and supplier of racquet and team sports equipment and golf equipment; as well as Fitness, which is a manufacturer and supplier of fitness equipment.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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