F-1

As filed with the Securities and Exchange Commission on January 4, 2024.

Registration No. 333-      ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

Amer Sports, Inc.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands (State or other jurisdiction of
incorporation or organization) 2300 (Primary Standard Industrial
Classification Code Number) Not Applicable (I.R.S. Employer
Identification Number)

Cricket Square, Hutchins Drive,
P.O. Box 2681,
Grand Cayman, KY1-1111,
Cayman Islands
+1 345 945 3901

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Andrew E. Page
Chief Financial Officer
One Prudential Plaza
130 East Randolph Street #600
Chicago, IL 60601
+1 773 714-6400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael Kaplan
Li He
Roshni Banker Cariello
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
+1 212 450-4000 Jutta Karlsson
General Counsel
Konepajankuja 6
00511 Helsinki
Finland
+358 (0)20 712 2500 Marc D. Jaffe
Ian D. Schuman
Michael Benjamin
Adam J. Gelardi
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
+1 212 906-1200

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐                  

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐                  

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐                  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standard Codification after April 5, 2012.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated              , 2024

PRELIMINARY PROSPECTUS

Shares

Amer Sports, Inc.

Ordinary Shares

This is the initial public offering of ordinary shares of Amer Sports, Inc. We are offering     of our ordinary shares to be sold in this offering.

Prior to this offering, there has been no public market for our ordinary shares. We expect that the initial public offering price will be between $      and $      per ordinary share. We have applied to list our ordinary shares on the New York Stock Exchange (“NYSE”) under the symbol “AS.”

We are a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See “Summary—Implications of Being a Foreign Private Issuer.”

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 29 of this prospectus.

​	Per Ordinary Share			Total
Initial public offering price	​	$		​	$
Underwriting discounts and commissions (1)	​	$		​	$
Proceeds, before expenses, to us	​	$		​	$	​

(1)

We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting” for a description of all compensation payable to the underwriters.

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional          ordinary shares from us at the initial public offering price less the underwriting discounts and commissions to cover over-allotments, if any.

At our request, the underwriters have reserved up to       % of the ordinary shares offered by this prospectus for sale, at the initial public offering price, to certain individuals associated with the Company. See “Underwriting—​Directed Share Program.”

The underwriters expect to deliver the ordinary shares against payment in New York, New York on or about         , 2024.

Goldman Sachs BofA Securities J.P. Morgan Morgan Stanley

Citigroup UBS Investment Bank

Baird BNP PARIBAS CICC CLSA Evercore ISI TD Cowen Wells Fargo Securities Deutsche Bank Securities HSBC

Blaylock Van, LLCDrexel Hamilton Loop Capital Markets Ramirez & Co., Inc. Siebert Williams Shank Tigress Financial Partners

The date of this prospectus is           , 2024.

TABLE OF CONTENTS

​	Page
Summary	​	1
Risk Factors	​	29
Cautionary Statement Regarding Forward-Looking Statements	​	74
Use of Proceeds	​	76
Dividend Policy	​	77
Capitalization	​	78
Dilution	​	80
Management’s Discussion and Analysis of Financial Condition and Results of Operations	​	82
Business	​	123
Management	​	160
Principal Shareholders	​	172
Related Party Transactions	​	174
Description of Share Capital	​	179
Ordinary Shares Eligible for Future Sale	​	194
Taxation	​	196
Underwriting	​	200
Expenses of the Offering	​	213
Legal Matters	​	214
Experts	​	214
Enforceability of Civil Liabilities	​	215
Where You Can Find More Information	​	216
Index to Consolidated Financial Statements	​	F-1

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Through and including         , 2024 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

We and the underwriters have not authorized anyone to provide any information or to make any representations other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters have not authorized any other person to provide you with different or additional information. Neither we nor the underwriters are making an offer to sell the ordinary shares in any jurisdiction where the offer or sale is not permitted. This offering is being made in the United States and elsewhere solely on the basis of the information contained in this prospectus. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ordinary shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

For investors outside the United States: neither we nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of ordinary shares and the distribution of this prospectus outside the United States.

We are a company incorporated under the laws of the Cayman Islands. Under the rules of the U.S. Securities and Exchange Commission (the “SEC”) we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Moreover, a number of our directors and executive officers are not residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or upon such persons or to enforce against them judgments obtained in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal securities laws of the United States.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Certain Definitions

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “Amer Sports, Inc.,” the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to Amer Sports, Inc., together with its subsidiaries. All references to “U.S. dollars,” “dollars” or “$” are to the U.S. dollar and all references to “EUR” or “€” are to the euro. Unless otherwise indicated or the context otherwise requires, all references to “EMEA” refer to Europe, the Middle East and Africa, all references to “Greater China” refer to mainland China, Hong Kong, Macau and Taiwan and all references to “Asia Pacific” exclude Greater China.

Financial Statements

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Certain differences exist between IFRS and generally accepted accounting principles in the United States of America (“U.S. GAAP”) which might be material to the financial information herein. We have not prepared a reconciliation of our consolidated financial statements and related footnote disclosures between IFRS and U.S. GAAP. Potential investors should consult

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their own professional advisers for an understanding of the differences between IFRS and U.S. GAAP and how these differences might affect the financial information herein.

The audited consolidated financial statements included in this prospectus have been restated due to certain changes in accounting principles, classification and corrections of errors from previously published audited consolidated financial statements. For further information on the restatements of our audited consolidated financial statements for the fiscal years 2022, 2021 and 2020, see Note 3, “Changes in accounting principles and correction of errors,” to our audited consolidated financial statements included elsewhere in this prospectus.

Our fiscal year ends on December 31 of each year. However, solely for fiscal year 2020, our restated audited consolidated statement of financial position is presented as of January 1, 2021, as a result of such restatement.

Our financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus.

Non-IFRS Financial Measures

We use constant currency revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income, which are non-IFRS financial measures, in this prospectus. A non-IFRS financial measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. We calculate constant currency revenue by translating the current period reported amounts using the actual exchange rates in use during the comparative prior period, in place of the exchange rates in use during the current period. EBITDA is calculated as net loss plus income tax expense, finance cost, depreciation and amortization and minus finance income, from both continuing and discontinued operations. We calculate Adjusted EBITDA as EBITDA with adjustments to exclude results from discontinued operations, restructuring expenses, impairment losses on goodwill and intangible assets, expenses related to M&A activities, expenses related to certain legal proceedings and share-based payments. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We calculate Adjusted Net Income as net loss with adjustments for loss from discontinued operations, restructuring expenses, impairment losses on goodwill and intangible assets, expenses related to M&A activities, expenses related to certain legal proceedings, share-based payments and related income tax expense. We believe that constant currency revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income when taken together with our financial results presented in accordance with IFRS, provide meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of constant currency revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income are helpful to our investors as they are measures used by management in assessing the health of our business and evaluating our operating performance, as well as for internal planning and forecasting purposes.

You should not consider constant currency revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin or Adjusted Net Income either in isolation or as substitutes for analyzing our results as reported under IFRS. Constant currency revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income are presented for supplemental informational purposes only and have limitations as an analytical tool. For example, EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin exclude certain tax payments that may reduce cash available to us, do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future, do not reflect changes in, or cash requirements for, our working capital needs and do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt.

In addition, Adjusted Net Income excludes the impact of discontinued operations, and constant currency revenue does not reflect impacts of foreign currency on revenue.

Additionally, our calculations of constant currency revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income may be different from the calculations used by other companies

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for similarly titled measures, including our competitors, and therefore may not be comparable to those of other companies. For reconciliations of EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income to the most directly comparable IFRS measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures.”

Rounding

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. With respect to financial information set out in this prospectus, a dash (“—”) signifies that the relevant figure is not available or not applicable, while a zero (“0.0”) signifies that the relevant figure is available but is or has been rounded to zero.

Market and Industry Data

Market data and certain industry forecast data used in this prospectus were obtained from internal reports, where appropriate, as well as third-party sources, including independent industry publications, such as Euromonitor International Limited (“Euromonitor International”) and Statista, Inc. (“Statista”), as well as other publicly available information. Data regarding the industries in which we compete and our market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but we believe they generally indicate size, position and market share. In addition, assumptions and estimates of our and our industries’ future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. As a result, you should be aware that market, ranking and other similar industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. See “Cautionary Statement Regarding Forward-Looking Statements.”

Trademarks and Trade Names

We own various trademark registrations and applications, and unregistered trademarks, including Arc’teryx, Salomon, Wilson, Peak Performance, Atomic, Armada, ENVE, Louisville Slugger, DeMarini, EvoShield and ATEC, among others, and our other registered and common law trade names, trademarks and service marks, including our corporate logo. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the ® and ™ symbols, but we will assert, to the fullest extent under applicable law, rights to such trademarks, service marks and trade names.

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SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus, before deciding to invest in our ordinary shares.

Our Purpose

Elevating the world through sport—from courts to slopes, from cities to mountains, and everywhere in between, we aim to inspire people to explore and experience the joy of sports and outdoor activities, and lead better, healthier lives. Our vision is to be the global leader in premium sports and outdoor brands.

Company Overview

Amer Sports is a global group of iconic sports and outdoor brands, including Arc’teryx, Salomon, Wilson, Atomic and Peak Performance. Our brands are known for their detailed craftsmanship, unwavering authenticity, premium market positioning and compelling market shares in their categories. We pride ourselves on cutting-edge innovation, technical performance and ground-breaking designs that allow athletes and everyday consumers to perform better every day. Through partnerships with industry influencers and elite athletes, and in collaboration with the various communities we serve, we develop next-generation products that define winning moments in sports. Our brands are creators of exceptional apparel, footwear, equipment, protective gear and accessories that we believe give our consumers the confidence and comfort to excel.

Select Pinnacle Moments in Sports where Amer Sports’ Brands are Delivering at the Highest Levels

Courtney Dauwalter smashes ultramarathon world records wearing Salomon shoes, apparel and packs	Marta Kostyuk takes the court at Roland-Garros, playing head-to-toe in Wilson
Pro freeskier, Chris Benchetler, is protected from the elements in his Arc’teryx jacket	Winning her 88th World Cup race in 2023, Mikaela Shiffrin has the record for most Alpine World Cup victories in history

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Our brands are our stars, constantly elevating the consumer experience and creating thriving communities. We empower our brands to pursue market-shaping leadership and set the standard for quality, performance and brand experience globally. While our brands have established heritage and market leadership today, significant runway remains ahead. We are excited about our future and the opportunity to drive growth in each of our three reportable segments: Technical Apparel, Outdoor Performance and Ball & Racquet Sports. Our segments comprise our “brand clusters,” which reflect both how our consumers engage with our products and how we manage our business.

Technical Apparel	Outdoor Performance	Ball & Racquet Sports

Each segment is led by one of our core brands: Arc’teryx, Salomon and Wilson.

Arc’teryx

Arc’teryx is a technical outdoor apparel brand inspired by the Canadian Coast Mountains and built on the principle of obsessive, precise design and production. Arc’teryx gear pushes the boundaries of performance and enables adventurers to excel in their outdoor pursuits in the mountains, in the backcountry and on some of the world’s most technical climbs. The products are known for their minimalist design and sleek and streamlined aesthetic, along with new, innovative features that continually advance outdoor activities. Product quality, from the materials to the design, allows Arc’teryx to command premium pricing as evidenced by its best-selling “hardshell” jacket in North America, the Alpha SV. Overall, Arc’teryx combines beautiful, innovative products and an authentic brand experience that extends beyond apparel, fostering communities and bringing people together across all regions of the world who share a passion for the outdoors.

Salomon

Born in the French Alps in 1947, Salomon creates premium innovative footwear, apparel, winter sports equipment and accessories. Since its founding, Salomon has been fueled by a culture of design, craftmanship, continuous innovation, and performance inspired by progress, the outdoors and athletes. The brand first produced metal ski edges and expanded into releasable ski bindings before launching industry changing rear-entry ski boots and monocoque skis. The brand’s leadership in winter sports helped to propel it into a diverse portfolio of sports and products including footwear and apparel. Today, Salomon is a market leader in global trail running footwear and premium hiking footwear, with products recognized for their performance, style, durability and sustainability. Over 60% of Salomon’s revenue for 2022 came from footwear, while also having leading market positions in its legacy winter sports equipment categories (skis, snowboards, boots, bindings, goggles, helmets, etc.), creating a 365-day, year-round brand serving all seasons for mountain sport consumers.

Wilson Sporting Goods

Founded in 1914 in Chicago, Illinois, Wilson Sporting Goods is a leading manufacturer of high-performance sports equipment, apparel, footwear and accessories. The Wilson Sporting Goods portfolio is made up of the iconic Wilson brand, as well as Louisville Slugger, DeMarini, EvoShield and ATEC. Collectively, these brands bring more than three centuries of innovation, history and heritage to a variety of mainstream sports. As a multi-sports platform, Wilson drives innovation and product excellence by

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leveraging learnings across the brands’ various disciplines, including tennis, baseball and basketball, among other sports. The Wilson brand has a legacy as the top-of-the-line sports equipment and is associated with legendary athletes, including Roger Federer, Russell Wilson and Jamal Murray. In addition, Wilson is the official partner of professional sports leagues, including the NBA, WNBA, NFL, the US Open and Roland Garros Grand Slam Tennis Championships, as well as the NCAA, making Wilson products integral to performance in sport. These athletes and leagues are a testament to the credibility and reputation of Wilson’s track record of innovation and superior products.

While Arc’teryx, Salomon and Wilson stand tall and lead our three segments, our other brands appropriately fit our sports-oriented portfolio. Brands such as Atomic and Peak Performance enhance our scale, competitive positioning and diversification across sports categories. Together, our brands enable us to lead and compete in various sports segments and drive the continued success of our portfolio.

The Amer Sports Group

We excel at identifying, developing and defining brands that meet our corporate vision. We empower these brands to autonomously connect with consumers and develop products to drive growth. Our platform supports the brands via scaled infrastructure and financial controls to accelerate performance. Our operations are subject to complexity and risk consistent with being a large global organization. We believe that the size and diversification of our platform mitigates risks and provides financial flexibility to invest prudently to meet the continuously evolving needs of consumers, to develop competitive advantages and to drive growth across the brands through a relentless focus on innovation. We also believe that our platform enables efficient integration, scaling and optimization of target opportunities that fit within our portfolio, as well as critical insight to inform divestiture decisions.

We govern our brands through management across the finance, supply chain, sustainability, communication, legal and compliance functions, among other areas. At the same time, we enable our brands through our group’s incubator model that provides shared learnings from data analytics across the platform as well as from the economies of scale and synergies of shared resources, including supplier services, distribution and logistics, human resources and enterprise IT infrastructure. We further serve our brands through access to shared, centralized business services, including customer service and treasury management functions. All together, these resources empower our brand leadership teams to focus on serving consumers through brand, product and go-to-market strategies that drive performance, and our global and scaled operating model enables larger, robust brand organizations to independently flourish.

Deeply Committed to Sustainability

As a global group of sports and outdoor brands, we believe we can foster more sustainable lifestyles, encourage mindful consumption, and promote well-being. While the sports and outdoor industry connects us with nature, we also understand it can consume our planet’s precious resources. Together with our brands, we are focused on managing the complex and challenging supply chains in our industry to build a sustainability culture that positively impacts our environment and the people whose lives we touch. As a participant of the UN Global Compact, Amer Sports Corporation, our wholly-owned subsidiary, aims to incorporate the Ten Principles of the Global Compact and to support applicable UN Sustainable Development Goals. In addition, we have committed to set science-based near-term and net-zero emission reduction targets at the group level, which we intend to submit to be validated by the Science Based Targets initiative (SBTi).

At the brand level, we are focused on sustainable business practices. For example, Arc’teryx opened five new ReBird™ Service Centers in the United States, Canada, Greater China and Japan. ReBird™ Service Centers offer consumers complementary repair services for their Arc’teryx gear, connecting consumers to the brand’s ongoing focus on improving circularity, including upcycling, resale, care and repair. Arc’teryx’s sustainability program, ReCare™, provides consumers with information on home care and field repair for their products, while the ReCut™ program diverts rescued textiles that are repurposed into original and coveted pieces and the ReGear™ program accepts used gear and refurbishes it for sale on the ReGear™ platform. Salomon and Peak Performance have reduced the need for materials and transport by using 3D product samples for sales purposes and are looking to expand the use of 3D in consumer experiences and

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e-commerce. Further, Arc’teryx and Salomon have each set brand-level near-term science-based emission reduction targets for 2030 approved by the SBTi.

Our management oversees the implementation of our sustainability strategy. Cross-functional operational teams drive our efforts on sustainable business practices, led by the Amer Sports platform with participation across key brands and functions. Working groups plan and execute roadmaps on sustainability initiatives in key areas identified, such as climate change, circular economy, responsible procurement and supply chain, human rights, and diversity, equity, and inclusion. We also take our responsibility for the health and well-being of our own employees as well as the employees of our partners along the value chain seriously. Our membership in the Fair Labor Association highlights our commitment to working to uphold human rights in our global supply chain with initiatives to protect workers’ rights globally and drive long-term improvements through training and education, worker engagement, and integration into sourcing practices.

Our Transformation

In 2019, an international investment consortium consisting of ANTA Sports, FountainVest, Anamered Investments (an entity affiliated with Dennis J. (Chip) Wilson) and Tencent (each as defined below) acquired Amer Sports (the “Acquisition”) with the goal of unlocking substantial underlying brand growth potential by transforming the business model, investing in the brands, expanding geographies and developing a multi-channel strategy. Following the Acquisition, our revenue growth has accelerated, with a compound annual growth rate (“CAGR”) of 20.4% from 2020 to 2022, while gross margins have expanded from 47.0% to 49.7% over the same time period.

Brand-direct Operating Model Delivering a Tailored Consumer Experience

In 2019, we reorganized and simplified our corporate structure to reflect a brand-direct model within our three core segments designed to empower our brands and drive accountability. Under this new structure, the leadership team of each brand is responsible for developing its own brand strategy and executing it end-to-end throughout the value chain. Our segments, Technical Apparel, Outdoor Performance and Ball & Racquet Sports, each focus on specific areas of strength within the group. Each segment is in turn led by one of our top three brands. This segment focused brand-direct model provides each brand with significant autonomy over decisions across key approved functional areas including product innovation, design and development, marketing and sourcing as well as channel and geographic strategies.

At the same time, we have sharpened our strategic focus on the most attractive subsectors in outdoor and sports, driving our multi-channel strategy and the dominance of our core brands in large markets. We mobilize global resources of the Amer Sports platform to support our brands to create a differentiated and powerful growth engine. Since our transition to our new group structure and operating model, our brands have demonstrated strong momentum and accelerated growth.

Elevated Brand Positioning

In 2019, we conducted consumer insight studies to enhance our brands’ understanding of their target consumer demographics across key geographies. We expect our target consumers to be highly focused on technical performance and premium quality, and to aspire to own and utilize the best products regardless of whether engaging in sporting activities or navigating everyday routines. We continue to advance our products to meet our consumers’ needs, while enhancing our marketing strategies to clarify the premium brand positioning and drive a deeper emotional connection with consumers. We leverage creative product marketing, rich digital content, brand ambassadors and community building activities centered around the brands to create an authentic connection with the consumer that has resulted in stronger brand advocacy and loyalty. As our brands continue to grow, we will need to balance the risk of brand dilution with greater brand awareness, and if we are not able to maintain and enhance our brands, our reputation and results of operations may be adversely affected. Moreover, harm to our reputation could adversely impact our ability to attract and retain consumers and wholesale partners, employees, brand ambassadors, partners and other stakeholders.

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Strategic Transformation of the Go-to-Market Strategy

Through our brand-direct model, we have developed a better understanding of each brand’s target consumers, which has allowed us to elevate brand positioning and customize each brand’s go-to-market strategies to develop deeper and more meaningful relationships with consumers. These tailored go-to-market strategies are designed to effectively reach target consumers and drive traffic and conversion. For example, Arc’teryx is aligned with a DTC channel strategy because of its technical apparel product portfolio where it can leverage a retail store base to deliver an immersive experience to consumers. Salomon and Wilson are historically wholesale driven businesses but have an equally strong drive to connect with consumers directly. Both brands have recently increased their presence within the DTC channel while enhancing their wholesale partnerships to further brand equity and drive growth. Across our three core brands, our global owned retail network includes 138 Arc’teryx owned retail stores, 114 Salomon owned retail stores and nine Wilson owned retail stores as of September 30, 2023.

Accelerated Brand Penetration in Greater China

We have leveraged key learnings from our long-term oriented owners to enhance our capabilities and performance in Greater China. As a result, we have grown our Greater China business significantly at a time when others were facing challenges or retrenching. We now have a deep understanding of the average consumer in Greater China and are able to deliver authentic, technical and premium products that align with consumer preferences. Our retail knowhow, including our ability to deliver a high-end, luxury oriented in-store presentation and execution capabilities have been upgraded significantly, allowing us to quickly identify and secure highly attractive store locations with desirable consumer foot traffic. For example, we have 63 Arc’teryx owned retail stores in Greater China as of September 30, 2023. The stores combined with our brand connects well with both pure outdoor adventurers and luxury consumers in Greater China. We also have 30 Salomon owned retail stores and a total of 67 Salomon distribution points (including owned retail stores and partner stores) in Greater China as of September 30, 2023, up from 13 in 2019. For Wilson, we recently became the exclusive NBA provider and licensee of basketballs, which is driving growth in the region, and the rapid adoption of winter sports in Greater China is driving Salomon and Atomic winter equipment sales.

Our execution in Greater China has successfully increased our percentage of total revenue derived from the region from 8.3% in 2020 to 14.8%, or $523.8 million, in 2022, and up to 19.4% for the nine months ended September 30, 2023 and we believe there is significant runway for growth in the region as we continue to roll-out retail locations across our brands and scale our e-commerce platform.

Assembled a Talented and Innovative Leadership Team to Execute the Transformation and Growth Strategy

In 2020, we appointed Jie (James) Zheng as our Chief Executive Officer. Mr. Zheng also served as President of ANTA Sports until 2023 and, prior to that, had a successful career in senior executive and sales roles at companies such as Adidas, Reebok and Procter & Gamble. We also attracted key senior management leaders including Michael Hauge Sørensen as the Chief Operating Officer, Andrew E. Page as the Chief Financial Officer and Victor Chen as the Chief Strategy Officer. These team members bring a wealth of corporate experience from global companies including Adidas, Reebok, Procter & Gamble, Boston Consulting Group, ECCO, Footlocker, General Electric, Pandora and Under Armour.

Importantly, we also reset the leadership in each of our segments and infused the organization with a deep bench of talent with experience growing global brands. We appointed Stuart C. Haselden to lead Arc’teryx and Peak Performance. Mr. Haselden has experience with fast growing brands having previously served as the Chief Operating Officer and Chief Financial Officer at Lululemon Athletica as well other senior executive roles at brands such as J.Crew. We appointed Franco Fogliato to lead Salomon. Mr. Fogliato has extensive outdoor experience with large global portfolios, having previously served as an Executive Vice President of Global Omnichannel at Columbia Sportswear with additional experience at The North Face and Billabong. We promoted Joseph Dudy to lead Wilson. Mr. Dudy has worked at Wilson for more than 28 years and has a deep understanding of the brand having previously served as Wilson’s Chief Financial Officer. Under his leadership, Wilson has experienced strong growth in racquet sports, including new racquet categories such as padel and pickleball, won a contract with the NBA to once again be its exclusive

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basketball provider and licensee, and deepened its relationship with the NFL. Lastly, we appointed John Yao as General Manager of Amer Sports Greater China to closely coordinate brand success with global teams in this important region. John previously helped lead Nike’s business in Greater China for over 17 years.

In addition to resetting our leaderships teams, we have made considerable investments to attract top-tier industry talent across the Amer Sports group. We have attracted highly experienced and successful talent from some of the world’s leading brands. These talented individuals bring deep industry knowledge and capabilities in key areas such as brand marketing, product design, merchandising and DTC go-to-market strategies.

Rationalized Brand Portfolio

As part of our transformation, we performed a detailed evaluation of our brand portfolio to determine which brands are core to our strategic initiatives. We identified opportunities to rationalize our portfolio and divested Mavic in 2019, Precor in 2021 and Suunto in 2022. We are focused on core brands within our segments which have large market opportunities and significant upside potential, and we have allocated our capital and resources accordingly to achieve our strategic growth plan.

Recent Financial Performance

Our transformation has resulted in strong revenue growth, gross margin improvement and an increase in operating profitability. Comparing 2022 and 2020, we achieved the following results:

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increase in revenue from $2.4 billion to $3.5 billion, representing a CAGR of 20.4%

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increase in gross margin from 47.0% to 49.7%

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increase in net loss from $237.2 million to $252.7 million

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increase in Adjusted EBITDA from $311.4 million to $453.0 million, representing a CAGR of 20.6%

Comparing the nine months ended September 30, 2023 and September 30, 2022, we achieved the following results:

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increase in revenue from $2.4 billion to $3.1 billion, representing a growth rate of 29.9%

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increase in gross margin from 49.4% to 52.2%

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increase in net loss from $104.4 million to $113.9 million

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increase in Adjusted EBITDA from $261.8 million to $422.1 million, representing a growth rate of 61.3%

Revenue	Gross Profit Margin	Net Income / (Loss)	Adjusted EBITDA

Our Competitive Strengths

We believe that the following competitive strengths have been key drivers of our success to date and strategically position us for continued success. Although we believe these competitive strengths will contribute to the growth and success of our company, our business is subject to risks that may prevent us from achieving our business objectives or otherwise adversely affect our business, results of operations or financial condition. See “Risk Factors” for a discussion of these risks, which you should consider carefully before making an investment decision to purchase our ordinary shares.

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Iconic Leading Brands in Attractive Diversified Categories

Our dynamic portfolio of iconic brands is featured at the pinnacle of sports and power “winning moments” for professional athletes and amateurs alike. Our brands are defined by innovative, excellent products with superior quality, sustainability and thoughtful design, enabling them to be “market shapers” and leaders in intensely competitive markets for products, services and experiences. For example, Arc’teryx produces specialty climbing and mountain apparel worn from the foot to the peak of the Canadian Rockies, Salomon attracts the best athletes with its footwear and winter sports equipment from the French Alps to trails across the world and Wilson Sporting Goods is a market leader for tennis equipment, baseball gloves, baseball and softball bats, basketballs and footballs. With multiple brands that are market leaders in their respective categories, we have a diversified, resilient portfolio. The consistency and profitability of our hard goods categories are complemented by multiple forward growth levers, including double digit, profitable growth in soft goods across large markets.

As a group, our brands are complementary to one another while also geographically and seasonally diversified. We serve a wide range of global athletic and outdoor activities year-round. The relationship among our brands positions us to outfit the outdoor athlete from head to toe. For example, an outdoor athlete can ski on Atomic in the winter, wear an Arc’teryx jacket when rock climbing in the fall and run with Salomon shoes year round. Our market leadership in numerous categories, combined with the diversification of our portfolio, allows us to serve consumers around the world at all times of the year and reduces the aggregate level of seasonality across our business. Nevertheless, changes in market trends and consumer preferences could adversely affect our results of operations.

Authentic Brand Connection with Consumers across Performance Levels

We believe our brands are individually and collectively genuine, true to the aligned group and brand values and purposeful in delivering on promises to our communities. The authenticity of our brands connects us to sports and outdoor enthusiasts who associate our brands with quality craftsmanship, leading innovation and a passion for athletics and the outdoors. An Arc’teryx consumer sees a high-end climbing and ski brand while a Wilson consumer sees it as a leader in tennis. Our credibility is supported by strong brand heritage along with professional athletes across sports leagues and activities choosing to use our brands’ products. At the same time, our products fit and appeal to consumers of all skill levels. This genuine brand equity helps us drive attention and traffic to our brands, with everyday consumers seeking to align themselves with the carefully crafted brand images we have curated over time.

Core to the identity of each of our brands is our mission to enhance consumer experiences. In doing so, our brands foster a sense of belonging. We create thriving communities that are passionate about the sports and activities we support and are loyal to our brands. Arc’teryx hosts community events at retail locations and in the outdoors that bring thousands of people together in an authentic way. At ski resorts globally, Salomon, Atomic, Armada and Arc’teryx brand awareness grows naturally as millions of outdoor enthusiasts see some of the most skilled athletes using our brands. We believe the authenticity of our brands attracts consumers, drives brand affinity and builds a growing loyal following.

Performance Products Driven by Consumer-focused Innovation

Our products are rooted in innovation and technical excellence, and set the standard for quality, function and style across their respective categories. Through a consumer-focused, design-led mindset, we emphasize understanding and meeting the evolving needs and demands of athletes and consumers. Our innovation processes are institutionalized through continued investment in research and development at our innovation centers. These include the Wilson Innovation Center in Chicago, Arc’teryx design centers in North Vancouver, Portland and Tokyo and Salomon’s Annecy Design Center in France. Our teams are constantly testing new ideas to improve our current offering and to be the first to commercialize new products, while balancing the potential lack of receptivity of new products, as well as shifting consumer preferences.

Our brands are supported by former competitive athletes who enjoy an active lifestyle and have a desire to lean into hard problems and apply design to create possibility. We have an expansive network of hundreds of professional athletes and ambassadors across our brands who we actively collaborate with. We gather feedback, insights and ideas from them to incorporate into our designs. This direct feedback drives our

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product innovation engine and results in high-end products that are trusted by our consumers. We leverage advanced technologies to constantly improve our products and reaffirm the pricing power our brands command. For example, Wilson has driven innovation across sports including football, baseball, tennis and golf for over a century. Today, that culture of innovation is present in each of our brands as we are using artificial intelligence to design a baseball bat with a larger sweet spot, we have used 3D printing to create an airless basketball, and we use sensors and cameras on skiers to improve ski edge designs. Design features across our brands include Arc’teryx and Salomon developing new, greener membranes with Gore-Tex for their jackets and shoes, improving the waterproofing and breathability, Salomon’s patented Sensifit footwear technology providing precise and comfortable fit in combination with the differentiated Quicklace system and Wilson’s cushion core carcass in its basketballs designed to ensure an easy grip for players. In recent years, design teams at our brands have also invested in the development of products, packaging and services with a sustainability focus, such as Wilson’s Triniti™ tennis balls made of certain materials that enhance product longevity and using recyclable packaging and Salomon’s MTN Summit alpine boot with eco-designed features. Our products’ shape their respective categories with innovative technologies fueled by our deep commitment to rigorous research and development.

Global Market Access with Scale and Global Points of Presence

Collectively, we are a scaled global business with diverse geographic reach and distribution. In 2022, 42% of our revenue was from the Americas, 36% from EMEA, 7% from Asia Pacific excluding Greater China, and 15% from Greater China. For the nine months ended September 30, 2023, 40% of our revenue was from the Americas, 33% from EMEA, 8% from Asia Pacific excluding Greater China, and 19% from Greater China. All around the globe, our brands are guided by a consumer-first mindset and meet consumers exactly where they shop, in both digital and physical spaces. Each brand boasts a multi-channel distribution strategy that is tailored to the brand’s product assortment. For example, Salomon has strong access to key specialty retailers in remote mountain locations where consumers buy trail running and winter sports equipment, where the customer base differs significantly from sporting good chains. Arc’teryx is oriented towards a DTC model with next generation retail locations that illuminate the brand identity and resonate with consumers, tailored to consumer preferences by region.

As a group, we deploy a vertically integrated, DTC mindset, while leveraging our network of strong wholesale relationships. We are increasingly emphasizing our owned e-commerce and building out our owned retail distribution around the world. As of September 30, 2023, we have over 330 owned retail stores and growing. Our owned retail stores serve as attractive marketing tools that elevate the consumer experience, and, with the help of in-store activations and events, enhance brand loyalty, build communities and generate a strong return-on-investment. Our owned retail benefits our global e-commerce business, which has grown significantly across all brands, up 88% from 2020 to 2022. The combination of our wholesale and DTC channels, along with our global infrastructure allow our brands to connect with consumers conveniently and seamlessly around the world.

While our business and revenues are geographically diverse, this is the aggregate result of an extensive global footprint built and expanded at the local level and fostered over decades. Today we have owned retail stores in 24 countries representing generations of investment in local communities, which allows us the flexibility to tailor our approach to best meet the needs of local markets. We are nimble across markets and able to replicate success of new product launches in one region globally in a short period of time given our investments in our growing worldwide network.

Differentiated Operating Model Supporting Our Brands

Our global platform supports the brands in key functional areas such as financial controls, capital allocation, compliance and sustainability. IT infrastructure, cybersecurity, vendor administration and communication functions are areas in which we seek to ensure the ongoing protection of shared assets. We also serve the brands in areas such as human resources, financial reporting, automation and continuous technological improvement. Across these functional areas, our brands benefit from infrastructure that they would not be able to build cost efficiently as stand-alone entities. The scale advantages of our platform can be observed in the over $1.4 billion in annual procurement spend we undertake across 176 suppliers in 32 countries as well as 19 distribution centers, of which we operate 9, globally as of September 30, 2023. In

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essence, our brands enjoy the benefits of access to a high-quality global supply chain commensurate with a greater than $3 billion revenue platform. The shared resources not only create synergies for the brands across each of our segments, but also empower them to prioritize and optimize brand strategy and performance.

Proven Ability to Win in Greater China

Since 2018, our capabilities in Greater China have expanded as our group headcount in the region has increased from approximately 450 to 800 employees as of September 30, 2023. We have realized significant success in the region through a commercialization strategy specific to the Chinese market. Our leaders are empowered to make decisions quickly so that we can compete to win in a dynamic and evolving Chinese retail landscape. While the brand experience for consumers is consistent with each brand’s global ethos, we employ localization strategies that resonate with Chinese consumers. For example, Arc’teryx’s loyalty program includes over 1.7 million members in Greater China as of September 30, 2023, having grown from only fourteen thousand in 2018 due to the brand’s ability to leverage tools such as WeChat to accelerate loyalty member enrollment.

Our strategy in Greater China also leverages a precise retail rollout combined with operational excellence. Store locations are selected using detailed data analysis, and we are keenly focused on optimizing store size and store-level productivity. Each location seeks to bring to life our authentic brand stories. Our operational excellence allows us to refresh retail inventory on a regular cadence, helping to drive consistent traffic and excitement in our stores and facilitating a luxury experience. We have already demonstrated success in Greater China, having grown our revenue from $202.3 million in 2020 to $523.8 million in 2022, representing a 60.9% CAGR, and operating margins in the region exceeds the margins of the business overall. Our revenue from Greater China has continued to grow in 2023, with $593.0 million revenue derived from the region for the nine months ended September 30, 2023, up from $353.8 million for the nine months ended September 30, 2022, representing an annual growth rate of 67.6%. In addition, while our initial success in Greater China was largely related to growth of Arc’teryx, we have developed a repeatable playbook with Salomon, which grew its revenue in Greater China by 72% from 2021 to 2022.

We believe we are in the preliminary stages of addressing our growth opportunity in Greater China as our brands continue to be recognized and appreciated by consumers in Greater China, while our proven ability to tailor and execute a regional strategy highlights our global potential.

Highly Experienced Management Team with Deep Bench of Talent

Our strategic vision, operational execution and company culture are driven by our executive leadership team, which has a proven track record in developing sportwear brands on a global scale. At the brand level, we have a deep bench of leaders that have significant experience building DTC retail strategies and unrivaled expertise in accessing fast growing markets. Our brand CEOs operate with a high degree of autonomy and support from group management. Within each brand organization, we have highly talented individuals executing key functionalities, including brand marketing, product development and operations. Across the organization, one third of employees at the top two leadership tiers of the company are individuals hired within the last two years, allowing for fresh perspectives to partner with experienced talent driving strong execution.

Our Growth Strategies

We have established comprehensive growth strategies across each of our brands, founded on the pillars of product innovation, geographic expansion, channel mix optimization and increased brand awareness. We intend to leverage both the intrinsic strengths of our brands and the synergistic benefits of our platform to pursue the following growth strategies:

Leverage Innovation Leadership to Strengthen Core Categories and Scale Newer Categories

The foundation of our brands’ success comes from an ability to innovate and create products that appeal to both elite athletes and everyday consumers. We believe our innovation model, which has been institutionalized across brands in each of our three segments, will allow us to expand our market shares within core categories, as well as tactically scale in newer categories.

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Within Technical Apparel, Arc’teryx employs a hands-on, iterative product development process that begins with innovative ideas in the North Vancouver design center. These product innovations come to life via on-site prototyping at the nearby ARC’One facility. Further, the team rigorously tests the product in the Canadian Coast Mountains with world-class mountain athletes. This results in a product that meets our high quality standards and drives continuous innovation. Core innovation enables products like the Alpha SV waterproof breathable “hardshell” jacket to consistently be among Arc’teryx’s top selling products, supporting the brand’s market leadership within outdoor technical apparel and driving continued topline growth. Along with core outdoor category growth, Arc’teryx plans to grow its women’s category, where it has invested in new design leadership, including an expanded assortment, color palette and updated fits, along with rigorous engagement with female athletes to further expand market share with female consumers. For new product development, Arc’teryx recently opened a footwear development office in Portland, Oregon to be able to provide a more comprehensive offering to the outdoor consumer, while also further diversifying product line seasonality. Arc’teryx is also expanding its product portfolio through its popular contemporary urban lifestyle line, Veilance. These new categories are supplemented by sustainability programs, including ReCare™, ReCut™ and ReGear™. ReCare™ provides consumers with information on home care and field repair for their products, while the ReCut™ program diverts rescued textiles that are repurposed into original and coveted pieces and the ReGear™ program accepts used gear and refurbishes it for sale on the ReGear™ platform.

Within Outdoor Performance, Salomon is deeply committed to innovation in footwear, reflected by its world-class design center in Annecy, France, along with a professional athlete collaboration program to design next-generation products. Through trail running, Salomon has been influential in shaping the modern outdoor footwear industry, rich in heritage of the French Alps. These innovations fuel the future of the sport, recently being worn by Courtney Dauwalter as she set back-to-back records at the Western States Endurance Race 100-mile run, and three weeks later, in the Hardrock 100 with the same pair of S/LAB Genesis shoes. S/LAB is the brand’s halo collection of specialty running and Nordic ski systems which have won races from the UTMB in Chamonix France to the 2022 Olympic Winter Games in Beijing, China. The brand’s ADDIKT PRO on-piste ski line is made with recycled ABS sidewalls, demonstrating Salomon’s leading innovation.

Historically, innovation has supported the evolution of Salomon’s iconic products like the XT-6, which was launched in 2013 and originally designed for ultra-distance trail runners under harsh conditions. This silhouette now creates the foundation of Salomon’s rapidly growing Sportstyle line, which creates a blend between function and fashion that is loved by athletes and consumers alike and represents a significant opportunity for the brand. Salomon Sportstyle footwear has become so culturally relevant that the MM6 Maison Margiela x Salomon Cross Low shoes have been worn by global superstars, including during the Super Bowl LVII halftime show, which was viewed by more than 115 million people globally. Sportstyle is the fastest growing collection in the Salomon brand with revenue over $80 million in 2022, and over $165 million for the nine months ended September 30, 2023.

Salomon also demonstrates an unwavering commitment to producing high-quality equipment for winter sports. During the 2022 Winter Olympic Games in Beijing, athletes using Salomon products went on to win 28 Olympic medals, showcasing the technical excellence of the brand’s winter sports equipment from skis, ski boots, ski bindings, snowboards, snowboard boots and bindings. Two-time World Cup Overall Alpine ski racer Marco Odermatt has relied exclusively on Salomon ski boots and bindings in his wins. Salomon intends to continue leveraging its premier innovation capabilities to improve existing product lines as well as develop new products to drive growth and increase market share.

In Ball & Racquet Sports, Wilson’s in-house innovation capabilities, anchored by its innovation center located in Chicago, provide a competitive advantage and an engine for continuous growth. The brand’s significant scale, particularly compared to mono-sport competitors, allows Wilson to make significant investments in research and development. The innovation process leverages key insights from technical scientists, engineers and designers who have a deep understanding of sports and the technical needs of athletes who use Wilson products. For example, as of September 1, 2023, 27% of the top 100 men’s tennis players and 42% of the top 100 women’s players in the world use Wilson rackets.

Other recent innovation examples include a Louisville Slugger baseball bat that uses simulation software combined with artificial intelligence, first utilized in the golf space and then expanded to baseball,

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to enhance the contact sweet spot, or the Evo NXT basketball that redistributes the weight of the ball with an advanced internal construction, making the ball easier to shoot from long range. New product introductions accounted for approximately 21% to 22% of revenue each year from 2020 to 2022 for Wilson, and accounted for approximately 21% of the brand’s revenue for the nine months ended September 30, 2023. These product innovations drive market share growth in core sports as well as adjacent categories such as the increasingly popular games of padel in Europe and pickleball in the United States.

As a new growth lever, Wilson is expanding its reach in soft goods categories in addition to sports equipment. Wilson is already experiencing success with its Tennis 360 Softgoods strategy, which involves launching tennis footwear and increasing exposure to apparel and represented 3.7% of total Wilson sales during the year ended December 31, 2022 and 5.1% of total Wilson sales during the nine months ended September 30, 2023. We believe this category will continue to grow as a larger contributor to the Wilson business and help fuel broader brand engagement.

Across segments, our plans to innovate, expand our product offering and successfully implement our growth strategy may not be successful, and implementation of these plans may divert our operational, managerial and administrative resources, which could harm our competitive position and reduce our revenue and profitability.

Further Penetrate Key Markets and Strategically Broaden Our Geographic Footprint

While our brands across each of our three segments have achieved global recognition, there are specific markets where they enjoy greater prominence: Arc’teryx in North America and Greater China, Salomon in Europe and Wilson in North America. By capitalizing on our existing global presence and leveraging our brands’ strengths, we have a significant opportunity to strategically increase our presence in existing and new geographies by cultivating new customer bases where there is promising market demand and ample room for growth.

Within Technical Apparel, Arc’teryx’s future geographic growth will be grounded in its historical momentum in North America and Greater China, with considerable opportunity in Europe and the rest of Asia Pacific. In North America and Greater China, the brand operates 48 and 63 owned retail stores, including seven and 21 factory outlets, respectively, as of September 30, 2023. Since 2019, the brand has opened 31 stores in Greater China, as well as 17 stores in North America, including nine new stores to date in 2023, with plans to open three more by the end of the year. In Europe and in the rest of Asia Pacific, Arc’teryx operates six and 21 owned retail stores, including two and five factory outlets, respectively, as of September 30, 2023. The brand intends to continue developing its retail real estate portfolio in these markets to drive brand awareness and growth. In Europe, there are retail opportunities in large metro areas such as Paris, as well as iconic, outdoor locations across the Alps, including Chamonix, France, Zermatt, Switzerland and St. Anton, Austria, where important community-building “mountain stores” are targeted to create authentic brand positioning.

Within Outdoor Performance, while Salomon is relatively well known in Europe, we believe brand awareness is significantly lower in Greater China and the United States. These markets represent strong growth opportunities as the technical performance, innovative design and premium nature of the brand’s products, especially within footwear, align well with consumer preferences in these markets. In Greater China, Salomon has successfully opened 30 owned retail stores as of September 30, 2023 and has plans to accelerate its retail rollout in this market. Despite still emerging brand awareness, Salomon enjoys specialty niche market positioning in the United States, including being well known for its winter sports equipment. According to the Circana/Retail Tracking Service, it is the number two outdoor footwear brand in the United States for the nine months ended September 30, 2023, based on dollar sales.

Within Ball & Racquet Sports, Wilson has a compelling opportunity to leverage its reputation for technical excellence in various sports activities, stemming from its historical success in the North American market. Wilson plans to expand its market leadership in North America while driving growth in both Greater China and Europe. In these newer markets, Wilson plans to leverage its partnership with the NBA as well as capitalize on increasing participation in sports and outdoor activities such as tennis. In Greater China, we believe that higher levels of participation in sports by children, young adults and women provide an opportunity to leverage the Tennis 360 Softgoods strategy to drive apparel and footwear growth while also

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developing a strong brand relationship with a large and dynamic consumer base. In Europe, Wilson plans to leverage its product authority in racquet sports to drive market share gains in padel, which is a popular fast-growing sport in the region. Fast growing sports like padel and pickleball are also fragmented and provide Wilson an opportunity to innovate on currently relatively standardized equipment.

Optimize Go-to-market Strategies to Conveniently Engage Consumers

Each of our brands employs a customized go-to-market strategy that is tailored specifically to the brand’s attributes and designed to effectively reach and captivate consumers. We remain committed to further refining and enhancing our go-to-market strategies with the goal of expanding our market presence, fostering customer loyalty and driving growth. Our DTC strategy will continue to require significant investment and management focus and may present risks and challenges, while our wholesale strategy may be impacted by the strength of our relationships with our wholesale partners.

Within Technical Apparel, for Arc’teryx, the DTC channel is the primary vehicle to engage consumers and drives both online and offline conversions. The DTC channel allows Arc’teryx to seamlessly leverage grassroots community marketing strategies and provides for a more agile inventory management model focused on consistent flow of fresh product. While Arc’teryx has a selective wholesale footprint that will remain an important element in its distribution strategy, we expect owned retail and e-commerce to continue to enable DTC to be the brand’s fastest growing channel.

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Retail Brand Stores:   Elevated brand stores provide a critical space for Arc’teryx to engage directly with consumers, showcase products and build community. Its retail store strategy has evolved to include three differentiated store formats with square footage generally ranging from 1,000–10,000 sq ft. With multiple store formats, the brand has expanded its retail store network, with a focus on global retail hubs like Shanghai and New York. The brand stores are highly productive with an average global sales per square foot of approximately $1,474 for the twelve months ended September 30, 2023. Brand stores generally have been profitable with a target payback period of 24 months, with actual performance generally exceeding targets based on our global brand store openings for the twelve months ended September 30, 2023. The ReBird™ Care and Repair centers, incorporated in several new stores opened since 2022, have been an important element of the brand’s immersive store experience, not only to enhance our efforts in improving the circularity and reusability of our products, but also to drive traffic and consumer engagement.

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E-commerce:   Arc’teryx’s digital platform is a catalyst for the business across all channels by growing brand awareness and serving as a global “storefront” for products and brand identity. We believe the Arc’teryx e-commerce platform will continue to grow as brand awareness accelerates through brand and community marketing investments, which contribute to Arc’teryx’s ability to adapt its business based on consumer data received from this platform.

Within Outdoor Performance, we have optimized Salomon’s go-to-market strategy from a traditional wholesale model to a modern and balanced consumer-centric retail strategy. The strategy is designed to elevate the brand by selectively choosing premium wholesale partners, curating and segmenting the inventory assortment with them, while also reaching more consumers on a direct basis through owned retail and e-commerce and providing engaging consumer experiences. While the channel mix remains primarily wholesale, DTC has grown significantly from 18% of brand revenue in 2020 to 21% in 2022 in an effort to drive penetration globally.

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Direct-to-Consumer:   The brand has a strategic retail expansion plan, focusing on the development of multi-sport, experiential store formats in select major global cities, such as Paris and Milan, as well as increasing the number of Sportstyle focused stores in Greater China. For e-commerce, Salomon recently redesigned its website with a vision to inspire, guide and equip new and returning consumers to unleash their potential through mountain sports. We believe the platform provides an immersive and frictionless brand experience which has led to increased traffic and conversion. We expect growth on the e-commerce platform to scale with retail expansion as brand awareness increases and Salomon builds larger brand communities.

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Wholesale:   Salomon targets high-quality wholesale partners, including specialty retailers, globally to attract new consumers. The brand collaborates with partners to drive higher per door productivity.

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Many of the brand’s specialty retailer partners focus directly on Salomon’s core competencies, including product expertise in hiking and trail running. Within outdoor and trail running shoes, Salomon is focused on consolidating the number of accounts and improving productivity. Within the Sportstyle category, Salomon is similarly focused on improving productivity while expanding the number of retail partners carrying the brand’s products. Salomon intends to further increase its number of strategic wholesale accounts in Europe, especially in underpenetrated areas of Western Europe, as well as the United States where Salomon seeks to target top-tier sporting goods retailers.

Within Ball & Racquet Sports, Wilson Sporting Goods’s go-to-market strategy revolves around highly productive wholesale relationships complemented by owned retail stores and an e-commerce platform that create excitement around Wilson’s categories and elevate Wilson’s brand. The wholesale channel is pivotal for Wilson as we believe many consumers prefer to shop in stores where expert recommendations are available and can be critical to driving the point-of-sale for sporting goods. Approximately 50% of Wilson’s wholesale revenue in 2022 and in the nine months ended September 30, 2023 came from differentiated specialty retailers. Through strong wholesale relationships and a complementary DTC strategy, Wilson aims to continue increasing consumer engagement in the appropriate channels. Importantly, while Wilson’s owned store footprint is expected to remain relatively small and targeted, these stores serve as important consumer touchpoints to build engagement with the brand in high-quality, immersive retail environments.

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Wholesale:    Wilson’s wholesale channel comprises more than 15,000 wholesale partners globally for the year ended December 31, 2022, balanced between traditional and specialty retailers and smaller pro shops and country clubs. Through internal, specialized sales teams, Wilson closely collaborates with its wholesale partners to deliver a premium and educational consumer experience that drives brand productivity. From 2020 to 2022, Wilson meaningfully increased wholesale productivity with two of its top wholesale partners, Dick’s Sporting Goods and Academy, each increasing revenue by 101% and 73%, respectively. As Wilson continues to deliver superior products, it intends to continue increasing productivity and shelf space with strategic wholesale partners.

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Direct-to-Consumer:   Wilson leverages DTC channels to complement its wholesale strategy by increasing brand awareness and elevating the brand. Wilson has owned retail stores in strategic locations, such as New York City and Chicago, which provide an immersive consumer experience and illuminate Wilson’s leadership across categories. The brand’s retail strategy is complemented by a global e-commerce platform with innovative digital capabilities, such as a direct-to-team baseball offering that leverages Wilson’s dynamic portfolio of brands and connections with baseball academies, clubs and organizations. Overall, we believe DTC will continue to play a critical role in driving traffic and conversion for Wilson in both the DTC and wholesale channels as brand equity and awareness grow.

Grow Brand Awareness, Expand Our Communities and Increase Customer Loyalty

We believe efforts to drive higher levels of brand awareness and increased customer loyalty across key markets are critical for each of our brands to achieve their commercial potential. As such, each brand has developed robust global marketing programs that build on the authenticity of each brand through strategies ranging from “grass roots” local community activities, to large scale global on-mountain events, to sophisticated original content and social media campaigns that leverage digital marketing.

Within Technical Apparel, Arc’teryx has created a reputation of authenticity and an uncompromising standard of excellence. The result has created a passionate, loyal following for the brand. However, Arc’teryx global brand awareness levels are relatively low when compared to more established premium outerwear brands. The brand plans to tactically increase brand awareness and curate more passionate communities through the following global strategies:

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Arc’teryx Academies:   Each year, Arc’teryx hosts several global events in some of the most iconic alpine destinations around the world such as Chamonix, France; St. Anton, Austria and Whistler, British Columbia. Each Academy focuses on a different mountain sport discipline and is open to the public. In 2022, these events saw over 17,500 attendees and generated 76.5 million media impressions.

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Store-Driven Events:   Arc’teryx’s events enable the brand to connect to the communities surrounding the brand’s stores. These events range from design discussions, music performances, to speaker series hosted both in-store and online.

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Original Content + Digital and Social Media:   In 2022, Arc’teryx has produced 15 original content films with talented filmmakers that featured sponsored athletes. These films included examples such as Unfinished Business, a documentary about Greg Hill summiting all 20 peaks of the Spearhead Traverse in one day and Keep It Real, a video on the underground UK bouldering scene that provided original content to enable authentic brand storytelling across social media channels. We believe original content combined with digital marketing strategies will increase Arc’teryx brand awareness globally.

Within Outdoor Performance, while the Salomon brand has existed for more than 75 years, we believe there is an opportunity to grow brand awareness globally, particularly in North America and Greater China. To drive brand awareness, Salomon plans to use the following integrated, brand-first marketing strategy to communicate key product stories:

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Television, Digital and Social Media:   Using television, digital and social media, Salomon plans to effectively communicate its brand story to a large audience of consumers and form a deeper connection. For example, in 2022, Salomon unveiled the new “Tomorrow is Yours” campaign aimed at inspiring a wider, younger and more diverse audience to connect with the outdoors. We believe this comprehensive global campaign increased brand awareness and perception globally.

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Brand Ambassadors:   Professional athletes trust Salomon in the most demanding competitive environments, which is the greatest form of product validation. In total, more than 600 professional athletes across trail running, snowboarding and alpine and Nordic skiing actively use Salomon products. These athletes provide individual product and brand storytelling opportunities to drive awareness.

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Loyalty Program:   In 2022, Salomon launched its loyalty program, S/Plus which allows consumers to earn points for each purchase, access exclusive products and receive other members only benefits. The S/Plus program had over 1.2 million members as of December 31, 2022, the first year of its existence, and over 1.5 million members as of September 30, 2023.

•

Original Content:   Salomon.tv originated in 2009 as the original branded content platform in sports. As of September 30, 2023, more than 245,000 subscribers view 6-10 original and authentic stories per year highlighting athletes, sports, products and community.

•

Events:   Salomon has developed a leading series of running events in some of the most iconic outdoor destinations around the world called The Golden Trail Series (“GTS”). These events are the only running events in the world designed and developed for a global television audience. In 2023, GTS events will be broadcasted on Eurosport across 53 countries. Salomon plans to further increase spending to add events in Japan and Greater China to complement the United States and European races, entrenching Salomon as the leading global brand powering the sport of trail running.

Within Ball & Racquet Sports, Wilson has recently elevated its brand through consistent, cohesive brand messaging across sports categories. Today Wilson is thoughtfully balancing product marketing and brand marketing to engage consumers, and it intends to continue growing its brand awareness in key global markets through the following strategies:

•

Professional Partnerships:   For more than 110 years, Wilson has been and continues to be a part of championship-level performance for some of the world’s best athletes and iconic sports leagues. These endorsements and partnerships serve as a competitive advantage, providing a differentiated opportunity to convey a story around “Play What the Pros Play.” Wilson plans to continue leveraging these partnerships with both professional leagues and young aspiring talent across sport activities to build brand awareness globally.

•

Strategic Marketing:   Known for product excellence across sport categories, Wilson is establishing a cohesive brand identity that sources and amplifies brand equity from each categories’ leadership and authenticity, effectively shifting from category marketing to brand marketing. Wilson leverages digital marketing, social media platforms, experiential concepts and collaborations with brands such as KITH to deliver authentic brand and product messaging to consumers. The digital marketing strategy combines personalized targeting, engaging content and data-driven optimization to build brand awareness and drive consumer engagement. In 2022, the brand launched a marketing program

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for everyone to “Live Like an Athlete,” which immediately increased the brand’s social media engagement. Wilson continues to build on this brand momentum through the Wilson Tennis 360 Softgoods strategy and a comprehensive brand campaign delivered in 2023.

Leverage the Amer Sports Platform to Scale All of Our Brands

We have laid the foundation and infrastructure to enable premium brands to thrive and scale on the Amer Sports platform. The ability for brands to chart their own consumer-centric strategies while leveraging the global scale and capabilities of our platform provides an opportunity for all our brands across each of our three segments to accelerate their growth in a profitable manner. For example, Atomic and Peak Performance have an opportunity to leverage our platform to increase their presence globally. Atomic is a leading player in winter sports as validated through the use of Atomic equipment by some of the world’s best alpine athletes, including Mikaela Shiffrin. We intend to leverage this professional brand halo to capture additional market share in the global winter sports equipment industry and further extend the Atomic brand to apparel and accessories. Given its Nordic roots, Peak Performance has a strong following within EMEA; however, there is an opportunity to expand the brand globally in the Americas, Greater China and the rest of Asia Pacific.

Our Market Opportunity

Our brands operate across several markets, including the athletic apparel, athletic footwear and sports equipment markets. These are global markets and form a collective market opportunity of approximately $522 billion as of 2022.

•

Global Athletic Apparel Market:   According to Euromonitor International, the global athletic apparel market represented $220 billion in annual spending in 2022 and is expected to grow at a 6.4% CAGR though 2027.

•

Global Athletic Footwear Market:   According to Euromonitor International, the global athletic footwear market represented $152 billion in annual spending in 2022 and is expected to grow at a 6.8% CAGR though 2027.

We believe our global capabilities and presence, especially within Greater China, positions us well to drive growth in the athletic apparel and athletic footwear markets globally.

•

Global Sports Equipment Market:   According to Statista, the global sports equipment market, which includes golf, outdoor, racquet, team sports and winter sports, represented $75 billion in annual spend in 2022 and is expected to grow at a 6.3% CAGR through 2027.

We believe the following trends influence the industries within which we operate and how consumers make their purchase decisions:

•

Health & Longevity:   We believe one of the lasting effects of the COVID-19 pandemic is an increased focus on health and longevity, resulting in increased participation in sports across genders, ages and geographies. For example, according to a survey conducted by a third-party research consulting group, approximately 50% of US consumers reported wellness as a top priority in their daily lives in 2022, an increase from 42% in 2020. We believe this increased focus on health and longevity is a trend that will continue and will drive consumers to purchase sports apparel, footwear and equipment to facilitate a healthy lifestyle through sports and outdoor recreation.

•

Increased Casualization:   There has been a shift towards more casual apparel and footwear options for daily use, a trend that has been accelerated by COVID-19. This casualization trend drives the need for products that can offer versatility across of a variety of use cases, whether in the office, or participating in outdoor activities. We believe our premium apparel and footwear products provide the necessary style, comfort and technical performance to allow consumers to seamlessly transition from one activity to the next while feeling confident throughout the day.

•

Growth in the Premium Consumer Segment:   Our brands target consumers who seek high-quality, premium performance products to help them perform at their best and feel confident on-and-off the court. According to the Credit Suisse 2022 Global Wealth Report, the number of adults globally

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with a net worth of $100,000 or more, which we define as the premium consumer segment, has increased from 358 million in 2010 to 689 million in 2021, representing a CAGR of 6.1%. We believe our brands and products are positioned as premium products and enable us to capitalize on growth in the number of premium consumers.

•

Sustainable Consumption:   We believe sustainable consumption is at the forefront of many consumers’ decision whether to engage or transact with a brand. According to a recent third-party survey of U.S. consumers, sustainability is increasingly influencing consumer behavior. We believe the consumer’s focus on sustainable consumption will be a continued trend and that consumers will seek out sustainability minded companies when making purchases.

History

Amer Sports Corporation, our wholly-owned subsidiary, was founded in Helsinki, Finland, in 1950, and was listed on the Nasdaq Helsinki in 1977. In 2019, Amer Sports Corporation was acquired by an investor group consisting of ANTA Sports Products Limited (“ANTA Sports”), FountainVest Partners (“FountainVest”), Anamered Investments Inc., an entity affiliated with Chip Wilson (“Anamered”) and Tencent Holdings Limited (“Tencent”), each of which owns their interests in us through Amer Sports Holding (Cayman) Limited (“JVCo”), an investment vehicle and our principal shareholder immediately prior to this offering, and Amer Sports Corporation was delisted from the Nasdaq Helsinki.

IPO-Related Transactions

Reclassification and Share Split

As of the date of this prospectus, we had issued and outstanding ordinary shares, par value EUR 0.10 per ordinary share, comprising an aggregate of (i)             class A voting shares and (ii)              class B non-voting shares.

Immediately prior to the completion of this offering, we intend to (i) redesignate and reclassify each of the issued and outstanding class A voting shares and each of the issued and outstanding class B non-voting shares into a single class of ordinary shares, each entitled to one vote per share (collectively, the “Reclassification”) and (ii) effect a      -for-1 share split of our ordinary shares (the “Share Split”).

Shareholder Loan Equitization

Immediately prior to the completion of this offering, we intend to equitize a portion of certain existing shareholder loans as described in further detail below (the “Equitization”). As of September 30, 2023, we had (1) an aggregate principal amount of $2.6 billion in borrowings outstanding under a shareholder loan from JVCo (“JVCo Loan 1,” as defined in “Related Party Transactions—Loans with Related Parties”) and (2) an aggregate principal amount of $7.5 million in borrowings outstanding under a shareholder loan (“Co-Invest Loan 1,” as defined in “Related Party Transactions—Loans with Related Parties”) from Amer Sports Management Company (Cayman) Limited (the “Co-Invest”), a minority shareholder. Immediately prior to the completion of this offering, each of JVCo and the Co-Invest will enter into a capitalization agreement with us, pursuant to which JVCo will agree to contribute $       billion and the Co-Invest will agree to contribute $      million to us in exchange for class A voting shares, which shares will be immediately surrendered and canceled resulting in no net change to our outstanding shares. The obligation by each of JVCo and the Co-Invest to pay us the subscription price for the class A voting shares will be set off against the corresponding amounts owed by us under the loan agreements and accordingly, such portions of the loans will be canceled. The remaining borrowings of $       billion under JVCo Loan 1 and $        million under Co-Invest Loan 1, after giving effect to the Equitization, are expected to be repaid with the net proceeds from this offering. See also “Related Party Transactions—Loans with Related Parties,” “Use of Proceeds” and “Capitalization.”

Distribution

Subsequent to the completion of this offering, each of JVCo and the Co-Invest expect to effect a transfer of our ordinary shares held by each respective entity to its ultimate owners (other than Anamered)

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(the “Distribution”) at which time the shareholders of JVCo (other than Anamered) and the Co-Invest will become our direct shareholders. Upon completion of such transfer of our ordinary shares, the Co-Invest will be dissolved.

Prior to the completion of this offering and after giving effect to the Reclassification and the Distribution, each of ANTA Sports, FountainVest, Anamered and Tencent will hold    %,    %,    % and    %, respectively, of our issued and outstanding ordinary shares. See “Principal Shareholders.”

Recent Developments

Preliminary Results for the Year Ended December 31, 2023

Set forth below are preliminary estimates of selected unaudited financial information for the fiscal year ended December 31, 2023, and actual financial results derived from our audited consolidated financial statements for the fiscal year ended December 31, 2022. We have provided estimates and ranges of certain preliminary results below because our closing procedures for our fiscal year ended December 31, 2023 are not yet complete. Our final results remain subject to the completion of managements’ final review and our other closing procedures, or subsequent events, as well as the completion of the audit of our financial statements. Accordingly, you should not place undue reliance on our preliminary results set forth below, which may differ from actual results. The audit of our consolidated financial statements as of and for the year ended December 31, 2023 will not be finalized until after the completion of this offering. During the course of the preparation of our audited consolidated financial statements and the notes thereto, additional items that require adjustments to the preliminary results presented below may be identified. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Critical Accounting Policies and Estimates” and “Cautionary Statement Regarding Forward-Looking Statements.”

The preliminary financial data included in this prospectus has been prepared by, and is the responsibility of, management. Our independent registered public accounting firm, KPMG AB, has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, KPMG AB does not express an opinion or any other form of assurance with respect thereto.

The preliminary results provided below do not represent a comprehensive statement of our financial results and should not be viewed as a substitute for the audited consolidated financial statements prepared in accordance with IFRS. In addition, the preliminary estimates for the year ended December 31, 2023 are not necessarily indicative of the results to be achieved in any future period. For additional information regarding the presentation of our financial information, see “Presentation of Financial and Other Information.”

The following table reflects certain preliminary results for the year ended December 31, 2023 and actual financial results derived from our audited consolidated financial statements for the year ended December 31, 2022:

​	For the Year Ended December 31,
​	2023 (Estimated)				2022
​	Low		High		​	​	​
​	($ in millions)
Revenue	​	$	​	$	​	$	3,548.8
Net loss	​	​	​	​	​	​	(252.7)
Adjusted EBITDA(1)	​	​	​	​	​	​	453.0

(1)

Adjusted EBITDA is a non-IFRS measure. For more information regarding our use of this measure and its usefulness to investors, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-IFRS Financial Measures.” The following table sets forth a preliminary reconciliation of estimated net loss to estimated Adjusted EBITDA for the year ended December 31, 2023 and a reconciliation of actual net loss to actual Adjusted EBITDA for the year ended December 31, 2022:

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​	For the Year Ended December 31,
​	2023 (Estimated)						2022
​	Low			High			​	​	​
​	($ in millions)
Net loss	​	$		​	$		​	$	(252.7)
Income tax expense(1)	​	​	​	​	​	​	​	​	48.5
Finance cost(2)	​	​	​	​	​	​	​	​	236.0
Depreciation and amortization(3)	​	​	​	​	​	​	​	​	197.0
Finance income(4)	​	​	​	​	​	​	​	​	(3.3)
Loss from discontinued operations(5)	​	​	​	​	​	​	​	​	19.4
Restructuring expenses(6)	​	​	​	​	​	​	​	​	5.8
Impairment losses on goodwill and intangible assets(7)	​	​	​	​	​	​	​	​	198.1
Expenses related to M&A activities(8)	​	​	​	​	​	​	​	​	0.3
Expenses related to certain legal proceedings(9)	​	​	​	​	​	​	​	​	3.9
Share-based payments(10)	​	​	​	​	​	​	​	​	—
Adjusted EBITDA	​	$		​	$		​	$	453.0

(1)

Includes income tax expense from discontinued operations estimated to be nil for the year ended December 31, 2023 and $(0.2) million for the year ended December 31, 2022.

(2)

Total interest expense on lease liabilities under IFRS 16 was estimated to be a low of $      million and a high of $     million for the year ended December 31, 2023 and was $8.5 million for the year ended December 31, 2022.

Includes finance cost from discontinued operations estimated to be nil for the year ended December 31, 2023 and $0.5 million for the year ended December 31, 2022.

(3)

Total amortization expense for right-of-use assets capitalized under IFRS 16 was estimated to be a low of $     million and a high of $     million for the year ended December 31, 2023 and $73.3 million for the year ended December 31, 2022.

Includes depreciation and amortization from discontinued operations estimated to be nil for the year ended December 31, 2023 and $2.7 million for the year ended December 31, 2022.

(4)

There was no finance income from discontinued operations for the periods presented.

(5)

Loss from discontinued operations before income tax expenses, finance cost, depreciation and amortization and finance income.

(6)

Includes expenses for restructuring from exit and termination events.

(7)

Includes impairment losses on goodwill and intangible assets.

(8)

Includes advisory fees in connection with M&A activities.

(9)

Includes expenses related to certain significant legal proceedings.

(10)

We granted share-based compensation to employees under our equity compensation plans during the years ended December 31, 2023 and 2022, but did not incur any expenses related to share-based payments in periods prior to the fourth quarter of fiscal year 2023, as options granted under our equity compensation plans only vest once certain service and performance conditions are met, as well as upon the occurrence of an exit event, such as an initial public offering, and we did not believe an exit event was probable during such time. We started recognizing expenses related to share-based payments during the fourth quarter of the year ended December 31, 2023, as this offering became probable. We adjust for share-based payments in our calculations of Adjusted EBITDA because we believe that such expenses are not representative of our ongoing expenses as they relate to recognition in a single period of incentive compensation granted over a period of several fiscal years.

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We estimate that cash and cash equivalents were $      million as of December 31, 2023, compared to $402.0 million as of December 31, 2022, and we estimate that loans from financial institutions were $       million as of December 31, 2023, compared to $1,792.2 million as of December 31, 2022, loans from related parties were $       million as of December 31, 2023, compared to $4,039.0 million as of December 31, 2022, and other interest-bearing liabilities were $       million as of December 31, 2023, compared to $208.3 million as of December 31, 2022.

Corporate Information

We were incorporated as Amer Sports Management Holding (Cayman) Limited in the Cayman Islands as an exempted company with limited liability on January 3, 2020. On August 4, 2023, we changed our name to Amer Sports, Inc. Our registered offices are located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands. Our telephone number at this address is +1 345 945 3901. Our corporate offices are located at Konepajankuja 6, 00511 Helsinki, Finland. Our telephone number at this address is +358 (0)20 712 2500. Investors should contact us for any inquiries through the address and telephone number of our corporate offices. Our principal website is www.amersports.com. The information on, or accessible through, our website is not a part of, and is not incorporated into, this prospectus. We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website.

Risk Factors Summary

Investing in our ordinary shares involves a high degree of risk. The risks described in “Risk Factors” in this prospectus may cause us to not realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our growth strategy. Some of the more significant risks include the following:

Risks Related to Our Business and Industry

•

Our business depends on the strength of our brands, and if we are not able to maintain and enhance our brands, our reputation and results of operations may be adversely affected.

•

Changes in market trends and consumer preferences could adversely affect our financial results.

•

Our products, services and experiences face intense competition.

•

Harm to our reputation could adversely impact our ability to attract and retain consumers and wholesale partners, employees, brand ambassadors, partners, and other stakeholders.

•

We rely on technical innovation and high-quality products to compete in the market for our products.

•

Our financial success may be impacted by the strength of our relationships with our wholesale partners.

•

Our growth strategy involves the continued expansion of our DTC channel, including our owned retail stores and e-commerce platform, which may present risks and challenges.

•

Our plans to innovate, expand our product offerings and successfully implement our growth strategies may not be successful, and implementation of these plans may divert our operational, managerial and administrative resources, which could harm our competitive position and reduce our revenue and profitability.

•

Our international operations involve inherent risks which could result in harm to our business.

•

We face risks associated with our business in the PRC.

Risks Related to Our Distribution Network and Suppliers

•

Our business or our results of operations could be harmed if we or our wholesale partners are unable to accurately forecast demand for our products or if we are unsuccessful at managing product manufacturing decisions.

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•

The operations of our suppliers and third-party manufacturers are subject to additional risks that are beyond our control, including those that may result in significant disruptions in supply, and that could harm our business, financial condition and results of operations.

•

If we encounter problems with our distribution system, our ability to deliver our brands’ products to the market could be adversely affected.

•

Sustainability- or ESG-related matters, climate change, or legal, regulatory or market responses thereto, may have an adverse impact on our business and results of operations.

•

Political uncertainty or geopolitical tensions could have a material adverse effect on our business, results of operation and financial condition.

Risks Related to Litigation and Regulation

•

Changes to trade policies, tariffs, import/export regulations and anti-competition regulations in the United States, EU, PRC and other jurisdictions, or our failure to comply with such regulations, may have a material adverse effect on our reputation, business, financial condition and results of operations.

•

We could face risks arising out of compliance with, or liabilities under, environmental, health and safety laws and regulations.

Risks Related to Our Intellectual Property and Information Technology

•

If we are unable to obtain, maintain, protect and enforce our intellectual property rights, or if the scope of our intellectual property protection is not sufficiently broad, others may be able to develop and commercialize products substantially similar to ours, and our business may be adversely affected.

•

Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on our business, financial condition and results of operations.

•

We license certain of our intellectual property rights to and from others. If we fail to adequately monitor our licensees’ compliance with, or if we fail to comply with our obligations under, our license agreements, our intellectual property rights may be adversely affected, we may be subject to third-party claims of intellectual property infringement, misappropriation, or other violation or we could lose our licensed rights.

•

A security breach or other disruption to our IT Systems could result in the loss, theft, misuse, unauthorized disclosure, or unauthorized access of information or could disrupt our operations, which could materially adversely affect our business, financial condition or results of operations.

•

We are subject to various laws, rules, regulations and guidelines relating to data privacy and security. Changes in such laws, rules, regulations and guidelines, or any actual or perceived failure by us to comply with them, could lead to government enforcement actions, private litigation or adverse publicity, any of which could have a material adverse effect on our reputation, results of operations or financial condition.

Risks Related to Financial, Accounting and Tax Matters

•

We plan to primarily use cash from operations to finance our growth strategy, but may need to raise additional capital that may be required to grow our business, which we may not be able to raise on terms acceptable to us or at all.

•

Fluctuations in foreign currency exchange rates could harm our results of operations.

•

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.

•

We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate the material weakness or if we identify additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, we may

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not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

Risks Related to Our Relationship with ANTA Sports

•

ANTA Sports may fail to perform under the BSA, or we may fail to have replacement systems and services in place when the BSA expires.

Implications of Being a Foreign Private Issuer

We are considered a “foreign private issuer.” Accordingly, upon consummation of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. This means that, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

•

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

•

the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

•

the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

In addition, the corporate governance rules of the NYSE require listed companies to have, among other things, a majority of independent directors and independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. For as long as we choose to rely on the foreign private issuer exemption to certain of the NYSE corporate governance standards, our board of directors’ approach to governance may be different from that of a U.S. domestic company, and, as a result, the management oversight of our company may be more limited than if we were subject to all of the NYSE corporate governance standards. While a majority of the directors on our board of directors are independent directors, as long as we rely on the foreign private issuer exemption to certain of the NYSE corporate governance standards, a majority of the directors on our board of directors may not be required to be independent directors. Additionally, we currently intend to follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the NYSE in respect of the following:

•

the requirement of the NYSE listing rules that the compensation committee and the nominating and governance committee of the board of directors be composed entirely of independent directors;

•

the requirement of the NYSE listing rules that a listed issuer obtain shareholder approval when it establishes or materially amends a stock option or purchase plan or other arrangement pursuant to which stock may be acquired by officers, directors, employees or consultants;

•

the requirement of the NYSE listing rules that a listed issuer obtain shareholder approval prior to issuing or selling securities (or securities convertible into or exercisable for common stock) that equal 20% or more of the issuer’s outstanding common stock or voting power prior to such issuance or sale; and

•

the requirement of the NYSE listing rules that the independent directors have regularly scheduled meetings with only the independent directors present.

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of

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our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States.

In this prospectus, we have taken advantage of certain of the reduced reporting requirements as a result of being a foreign private issuer. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold equity securities. See “Management—Corporate Governance Practices.”

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THE OFFERING

Share information presented below and elsewhere in this prospectus, other than our historical financial information, reflects a      -for-1 share split of our ordinary shares to occur after the effectiveness of this registration statement, of which this prospectus is a part, and prior to the closing of this offering.

Issuer

Amer Sports, Inc.

Offering of ordinary shares

          shares.

Over-allotment option to purchase additional ordinary shares

We have granted the underwriters an option to purchase up to          additional ordinary shares within 30 days of the date of this prospectus to cover over-allotments.

Ordinary shares to be issued and outstanding after this offering

          shares (or               shares if the underwriters’ over-allotment option is exercised in full).

Use of proceeds

We estimate that the net proceeds to us from the offering will be approximately $      (or $      if the underwriters’ over-allotment option is exercised in full) based on an assumed initial public offering price of $      per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and offering expenses payable by us. We intend to use the net proceeds we receive from this offering to repay all of our outstanding borrowings under our existing shareholder loans, after giving effect to the Equitization, and any remaining net proceeds to repay a portion of our outstanding borrowings under the Revolving Facility (each as defined below). See “—IPO-Related Transactions—​Shareholder Loan Equitization” and “Use of Proceeds.”

Dividend policy

We have never declared nor paid any cash dividends on our ordinary shares. Our amended and restated memorandum and articles of association permits us to pay dividends. We currently intend to retain all available funds and any future earnings to fund the development and expansion of our business, and we do not anticipate paying any cash dividends but our board of directors may choose to do so at any point if it is in the best interests of the Company and our shareholders. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors subject to applicable laws, and will depend on then-existing conditions, including our financial condition, results of operation, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. Our Senior Facilities Agreement (as defined herein) restricts our ability to make distributions, including dividends, subject to certain exceptions.

Directed share program

At our request, the underwriters have reserved up to     % of the ordinary shares offered by this prospectus for sale, at the initial public offering price, to certain individuals associated with the Company. Except for reserved shares purchased by our executive officers and directors, these

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reserved ordinary shares will not be subject to the lock-up restrictions described elsewhere in this prospectus. The number of ordinary shares available for sale to the general public will be reduced to the extent these persons purchase such reserved ordinary shares. Any reserved ordinary shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other ordinary shares offered by this prospectus. See “Underwriting—Directed Share Program.”

Listing

We have applied to list our ordinary shares on the NYSE, under the symbol “AS.”

Risk factors

See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our ordinary shares.

Unless otherwise indicated, all information contained in this prospectus assumes or gives effect to:

•

filing and effectiveness of our amended and restated memorandum and articles of association, the Reclassification and the Share Split, each of which will occur immediately prior to the completion of this offering;

•

no exercise of the option granted to the underwriters to purchase up to           additional ordinary shares to cover over-allotments, if any, in connection with the offering; and

•

an initial public offering price of $      per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus.

The number of ordinary shares that will be issued and outstanding after this offering is based on ordinary shares issued and outstanding as of December 31, 2023, upon the effectiveness of the Reclassification and the Share Split, and excludes:

•

     ordinary shares issuable on the exercise of options outstanding as of December 31, 2023, under our 2019 ESOP (as defined herein) with a weighted-average exercise price of EUR       per ordinary share;

•

      ordinary shares issuable on the exercise of options outstanding as of December 31, 2023, under our 2023 ESOP (as defined herein) with a weighted-average exercise price of EUR        per ordinary share; and

•

      ordinary shares reserved for issuance under our 2019 ESOP, 2023 ESOP and 2024 Amer Sports Equity Incentive Plan, plus any future increases in the number of ordinary shares reserved for issuance thereunder, as more fully described in the section titled “Management—Equity Incentive Plans—Existing Plans.”

The financial statements and the related notes thereto included elsewhere in this prospectus, including the share and per share information, are presented only on a historical basis and therefore do not reflect the Share Split.

24

SUMMARY FINANCIAL AND OTHER INFORMATION

The summary of loss and other comprehensive income and loss data for the years ended December 31, 2022, 2021 and 2020, and summary balance statement of financial position data as of December 31, 2022, have been derived from our audited consolidated financial statements included elsewhere in this prospectus.

The summary of loss and other comprehensive income and loss data for the nine months ended September 30, 2023 and 2022, and summary balance statement of financial position data as of September 30, 2023, have been derived from our unaudited condensed consolidated interim financial statements included elsewhere in this prospectus, which in the opinion of our management, include all adjustments necessary to present fairly our results of operations and financial conditions at the date and for the periods presented.

We prepare our consolidated financial statements in accordance with IFRS as issued by the IASB. Historical results for any prior period are not necessarily indicative of results expected in any future period. The results for any interim period are not necessarily indicative of the results that may be expected for the full year.

The audited consolidated financial statements included in this prospectus have been restated due to certain changes in accounting principles, classification and corrections of errors from previously published audited consolidated financial statements. For further information on the restatements of our audited consolidated financial statements for the fiscal years 2022, 2021 and 2020, see Note 3, “Changes in accounting principles and correction of errors,” to our audited consolidated financial statements included elsewhere in this prospectus.

The following summary financial information should be read in conjunction with “Presentation of Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus. Unless otherwise indicated, the information in this section does not give effect to the Share Split.

Summary Loss and Other Comprehensive Income and Loss Data

​

For the Nine Months Ended September 30,

For the Year Ended December 31,

​

2023

2022

Restated 2022

Restated 2021

Restated 2020

​

($ in millions)

Revenue

​

$

3,053.4

​

$

2,350.1

​

$

3,548.8

​

$

3,066.5

​

$

2,446.3

Cost of goods sold

​

​

(1,460.5)

​

​

(1,188.5)

​

​

(1,785.2)

​

​

(1,560.9)

​

​

(1,297.4)

Gross profit

​

​

1,592.9

​

​

1,161.6

​

​

1,763.6

​

​

1,505.6

​

​

1,148.9

Selling and marketing expenses

​

​

(956.8)

​

​

(754.3)

​

​

(1,107.6)

​

​

(962.6)

​

​

(733.2)

Administrative and other expenses

​

​

(392.2)

​

​

(299.8)

​

​

(415.1)

​

​

(364.4)

​

​

(277.3)

Impairment losses

​

​

(4.6)

​

​

(0.9)

​

​

(201.7)

​

​

(0.7)

​

​

(20.5)

Other operating income

​

​

3.3

​

​

2.2

​

​

11.4

​

​

9.0

​

​

7.2

Operating profit

​

$

242.6

​

$

108.7

​

$

50.6

​

$

186.9

​

$

125.1

Finance income

​

​

4.5

​

​

2.1

​

​

3.3

​

​

2.3

​

​

1.6

Finance cost (1)

​

​

(296.6)

​

​

(168.5)

​

​

(236.5)

​

​

(279.0)

​

​

(274.1)

Net finance cost

​

​

(292.1)

​

​

(166.4)

​

​

(233.2)

​

​

(276.7)

​

​

(272.5)

Loss before tax

​

$

(49.5)

​

$

(57.7)

​

$

(182.6)

​

$

(89.8)

​

$

(147.4)

Income tax expense

​

​

(64.4)

​

​

(24.9)

​

​

(48.3)

​

​

(34.7)

​

​

(26.2)

Loss from continuing operations

​

$

(113.9)

​

$

(82.6)

​

$

(230.9)

​

$

(124.5)

​

$

(173.6)

Loss from discontinued operations, net of tax

​

​

—

​

​

(21.8)

​

​

(21.8)

​

​

(1.8)

​

​

(63.6)

Net loss

​

$

(113.9)

​

$

(104.4)

​

$

(252.7)

​

$

(126.3)

​

$

(237.2)

Net loss margin

​

​

(3.7)%

​

​

(4.4)%

​

​

(7.1)%

​

​

(4.1)%

​

​

(9.7)%

25

​	For the Nine Months Ended September 30,				For the Year Ended December 31,
​	2023		2022		Restated 2022		Restated 2021		Restated 2020
​	($ in millions)
Net loss attributable to:	​	​	​	​	​	​	​	​	​	​
Equity holders of the company	​	(115.6)	​	(104.4)	​	(252.7)	​	(126.3)	​	(237.2)
Non-controlling interests	​	1.7	​	—	​	—	​	—	​	—
Net loss per ordinary share—basic and diluted	​	(0.99)	​	(0.91)	​	(2.19)	​	(1.10)	​	(2.06)
Weighted average number of ordinary shares outstanding—basic and diluted	​	115,572,938	​	115,494,673	​	115,514,239	​	115,220,745	​	115,220,745
Pro forma net loss (2)	​	​	​	​	​	​	​		​
Pro forma net loss per ordinary shares—basic and diluted (2)	​	​	​	​	​	​	​		​
Pro forma weighted average number of ordinary shares outstanding—basic and diluted (2)	​	​	​	​	​	​	​		​

(1)

Includes interest expense relating to the shareholder loans expected to be equitized or repaid in connection with this offering of $167.5 million and $100.6 million for the nine months ended September 30, 2023 and 2022, respectively, and $138.5 million, $142.9 million and $132.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. See “Related Party Transactions—​Loans with Related Parties.”

(2)

Pro forma net loss, pro forma net loss per share—basic and diluted and pro forma weighted average number of ordinary shares outstanding—basic and diluted each give effect to (a) the Reclassification, (b) the Share Split, (c) the Equitization and (d) the issuance of       ordinary shares in this offering at an initial public offering price of $      per share, which is the midpoint of the range set forth on the cover of this prospectus and the application of the net proceeds therefrom, as if each had occurred on the first date of the period presented. See “—Reclassification and Share Split,” “—Shareholder Loan Equitization” and “Use of Proceeds.”

The following is a reconciliation of historical net loss to pro forma net loss for the fiscal year ended December 31, 2022 and for the nine months ended September 30, 2023:

26

​	Nine Months Ended September 30, 2023			Year Ended December 31, 2022
​	($ in millions)
Net loss as reported	​	$	(113.9)	​	$	(252.7)
Decrease in interest expense(a)	​	$		​	$
Increase in share-based payments	​	$		​	$
Pro forma weighted average number of ordinary shares outstanding(b)	​	​	​	​	​	​
Basic	​	​	​	​	​	​
Diluted	​	​	​	​	​	​
Pro forma net loss per share	​	​	​	​	​	​
Basic	​	​	​	​	​	​
Diluted	​	​	​	​	​	​
Pro forma net loss	​	$		​	$	​

(a)

Reflects the decrease in interest expense as a result of (i) the Equitization and (ii) the repayment of shareholder loans with the net proceeds from this offering. See “Related Party Transactions—​Loans with Related Parties” and “Use of Proceeds.”

(b)

Reflects       additional ordinary shares to be issued by us in this offering.

Summary Balance Statement of Financial Position Data

​	As of September 30, 2023						As of December 31, 2022
​	Actual			As Adjusted (1)			Actual Restated
​	($ in millions)
Total assets	​	$	8,147.0	​	$		​	$	7,895.1
Total liabilities	​	$	8,138.2	​	$		​	$	7,969.0
Total equity	​	$	8.8	​	$	​	​	$	(73.9)

(1)

As adjusted amounts give effect to the issuance and sale of           ordinary shares by us in the offering at the initial public offering price, after deducting estimated underwriting discounts and commissions and offering expenses payable by us, as set forth under “Use of Proceeds.” See “Use of Proceeds” and “Capitalization.”

Summary Cash Flows Data

​	For the Nine Months Ended September 30,						For the Year Ended December 31,
​	2023			2022			Restated 2022			Restated 2021			Restated 2020
​	($ in millions)
Total net cash flows (used in)/from operating activities	​	$	(106.1)	​	$	(179.7)	​	$	(91.7)	​	$	268.0	​	$	297.9
Net cash flow (used in)/from investing activities	​	$	(95.6)	​	$	(82.4)	​	$	(118.6)	​	$	295.4	​	$	(106.7)
Net cash flow from/(used in) financing activities	​	$	97.3	​	$	47.8	​	$	81.1	​	$	(369.7)	​	$	(165.3)

27

Non-IFRS Financial Data (1)

​	For the Nine Months Ended September 30,						For the Year Ended December 31,
​	2023			2022			2022			2021			2020
​	($ in millions)
Constant Currency Revenue	​	$	3,103.3	​	​	—	​	$	3,771.1	​	$	2,982.9	​	​	—
EBITDA	​	$	401.1	​	$	234.2	​	$	225.5	​	$	388.7	​	$	281.6
Adjusted EBITDA	​	$	422.1	​	$	261.8	​	$	453.0	​	$	416.8	​	$	311.4
Adjusted EBITDA Margin	​	​	13.8%	​	​	11.1%	​	​	12.8%	​	​	13.6%	​	​	12.7%
Adjusted Net Income	​	$	(94.2)	​	$	(75.5)	​	$	(29.9)	​	$	(98.7)	​	$	(170.0)

(1)

Constant currency revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income are non-IFRS financial measures. Management believes that these non-IFRS measures, together with the IFRS measures used by management, reflect how we evaluate performance and make decisions about our business. These non-IFRS measures should be considered supplements to, not substitutes for, or superior to, the corresponding measures calculated in accordance with IFRS. For additional information about these non-IFRS measures, including a reconciliation of each of EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income to their most directly comparable financial measure calculated in accordance with IFRS, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures.”

28

RISK FACTORS

An investment in our ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below as well as the other information included in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included elsewhere in this prospectus, before making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our ordinary shares could decline due to any of these risks, and, as a result, you may lose all or part of your investment. See also “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

Our business depends on the strength of our brands, and if we are not able to maintain and enhance our brands, our reputation and results of operations may be adversely affected.

Our iconic sports and outdoor brands, including Arc’teryx, Salomon, Wilson, Atomic and Peak Performance, are integral to our business and to the implementation of our strategies for expanding our business. We believe that the brand images we have cultivated have significantly contributed to the success of our business and are critical to maintaining and expanding our consumer base. Maintaining and enhancing our premium brands may require us to make substantial investments in areas such as product design, intellectual property, operations, marketing, supply chain (including raw materials, manufacturing and distribution), sustainability, environmental, social and governance (“ESG”), community relations, employee training and our direct-to-consumer (“DTC”) and wholesale distribution channels, including investments in additional distribution partnerships, the opening of new owned retail stores and new owned e-commerce websites, the inclusion of products on third-party e-commerce platforms, and other e-commerce projects, and these investments may not be successful.

We anticipate that, as our business continues to expand into new markets and new product categories, maintaining and enhancing our brands may become difficult and require expending significant resources. If these or similar efforts in the future are not successful, our brands may be adversely impacted. Even if such efforts are commercially successful, they may dilute our image in our brands’ respective core markets, including apparel, footwear, sports equipment, protective gear and accessories. In addition, our brands may be adversely affected if our public image or reputation is tarnished by negative publicity. Our brands currently have significant autonomy within the structure of the Amer group with respect to the implementation of their strategic goals. Decision makers at our respective brands could take actions that harm our overall reputation or lead to the loss of goodwill by wholesale partners and consumers. Likewise, the reputation of our brands could be damaged by adverse publicity regarding Amer Sports and if decision-makers of Amer Sports take actions that would be viewed negatively by our wholesale partners, consumers or the general public. Furthermore, our exposure to social media platforms may accelerate and aggravate such negative publicity. In addition, ineffective marketing, product diversion to unauthorized distribution channels, product defects, counterfeit products and failure or legal limitations to obtain, maintain, protect and enforce the intellectual property rights in our brands may threaten the strength of our brands, and those and other factors could diminish consumer confidence in us. Maintaining and enhancing our brands will depend largely on our ability to remain a leader in premium performance in the sports and outdoor industry and to continue to offer a range of high-quality products to our consumers, which we may not execute successfully. Any of these factors could harm our business, reputation, prospects, financial condition or operating results.

Changes in market trends and consumer preferences could adversely affect our financial results.

We are a consumer products company and the relative popularity of various sports and outdoor activities and changing design trends affect the demand for our products. Consumer preferences and, as a result, the popularity of particular designs and categories of apparel, footwear and accessories, generally change over time. Similarly, consumer preferences may also change as it relates to sporting equipment and protective gear, as interest in certain sports and outdoor activities may wane over time. Our success depends in part on our ability to promptly anticipate, understand and respond to changing apparel, footwear,

29

sports equipment, protective gear and accessories trends, popularity in sports or outdoor activities and consumer preferences in a timely manner. Our efforts to maintain and improve our competitive position by monitoring and timely and appropriately responding to changes in consumer preferences, increasing brand awareness and enhancing the style, comfort, performance and/or perceived value of our products may not be successful. If we are unable to maintain or enhance the images of our brands or if we are unable to timely and appropriately respond to new competition, changing consumer preferences and evolving trends and interests (including due to product lead times which make it difficult to rapidly shift sourcing and manufacturing to align with such changes), consumers may consider our brands’ images to be outdated and associate our brands with styles and activities that are no longer popular, which would decrease demand for our products. In addition, we market our products globally through a diverse spectrum of advertising and promotional programs and campaigns, including social media, mobile applications and online advertising. If we do not successfully market our products or if advertising and promotional costs increase, these factors could have an adverse effect on our business. Such failures could result in loss of market share, reduced sales, excess inventory, trade name impairments, lower gross margin and other adverse impacts on our results of operations.

Our products, services and experiences face intense competition.

The sports and outdoor industry is highly competitive and fragmented both in the United States and worldwide. We compete internationally with a significant number of athletic and leisure apparel and footwear companies and sports equipment companies, including both private labels and large companies that have diversified lines of athletic and leisure apparel, footwear, sports equipment, protective gear and accessories, some of which have more resources or broader products lines. We also compete with other companies for the production capacity of third-party manufacturers that produce certain of our products. In addition, we and our third-party manufacturers compete with other companies and industries for raw materials used in our products. Our DTC brand platforms, both through our e-commerce operations and owned retail stores, also compete with multi-brand retailers, which sell our products through their digital platforms and physical stores. Furthermore, we believe that our wholesale partners face intense competition from other department stores, sporting goods stores, retail specialty stores, and online retailers, among others, which could negatively impact the financial stability of their businesses and their ability to conduct business with us.

Brand image and recognition, product offerings and quality, marketing expenditures (including expenditures for advertising and endorsements), innovation and design, sustainability, distribution, pricing, costs of production, customer service, e-commerce platforms, digital services and experiences and social media presence are areas of intense competition. These, in addition to ongoing rapid changes in technology, a reduction in barriers to the creation of new apparel and footwear companies and consumer preferences in the markets for apparel, footwear, sports equipment, protective gear and accessories constitute significant risk factors in our operations. In addition, the competitive nature of retail, including shifts in the ways in which consumers shop, and the continued proliferation of e-commerce, constitutes a risk factor implicating our DTC and wholesale operations. Some of our competitors have significant competitive advantages, including longer operating histories, larger and broader consumer bases, more established relationships with a broader set of suppliers, greater brand recognition, and greater financial, research and development, store development, marketing, distribution, and other resources than we do. If we do not adequately and timely anticipate and respond to our competition, our costs may increase, demand for our products may decline, possibly significantly, or we may need to reduce wholesale or suggested retail prices for our products.

Failure to continue to obtain or retain high-quality brand partners and ambassadors of our products could harm our business.

We establish relationships with professional and collegiate sports organizations, athletes, influencers and other brand ambassadors to develop, evaluate and promote our products, as well as establish product authenticity with consumers. However, as competition in the sports and outdoor industry has increased, the costs associated with establishing and retaining such sponsorships, partnerships and other relationships also have increased. If we are unable to maintain our current associations with such organizations or our brand ambassadors or to do so at a reasonable cost, we could lose the high visibility or on-field authenticity associated with our products, and we may be required to modify and substantially increase our marketing investments. Additionally, certain of our agreements with such organizations are subject to renewal in the near

30

term, and there is no assurance we will renew such agreements on the same terms or at all. As a result, our brands, revenue, expenses and profitability could be harmed.

Furthermore, if certain brand ambassadors were to stop using our products contrary to their endorsement agreements, our business could be adversely affected. In addition, actions taken or statements made by athletes, teams or leagues, or other brand ambassadors, associated with our products or brand that harm the reputations of those brand ambassadors, could also seriously harm our brand image with consumers and, as a result, could have an adverse effect on our sales and financial condition. In addition, poor or non-performance by our brand ambassadors, a failure to continue to correctly identify promising athletes, public figures or sports organizations to use and endorse our products and brand, or a failure to enter into cost-effective endorsement arrangements with prominent athletes, public figures and sports organizations could adversely affect our brand, sales and profitability.

Harm to our reputation could adversely impact our ability to attract and retain consumers and wholesale partners, employees, brand ambassadors, partners, and other stakeholders.

Negative publicity or perceptions involving us and our brands, products, vendors, brand ambassadors, principal shareholders or marketing and other partners, or failure to detect, prevent, mitigate or address issues giving rise to reputational risk could adversely impact our reputation, business, results of operations, financial condition and the price of our ordinary shares, and may adversely impact our ability to attract and retain employees, brand ambassadors, consumers and wholesale partners, sponsorships, partnerships, relationships with professional and collegiate sports leagues and other stakeholders. Issues that might pose a reputational risk include:

•

product liability, product recalls, and product boycotts including due to failure to obtain any applicable professional organization or safety or performance certifications;

•

product sponsorship and brand ambassador relationships, including those with athletes and celebrity brand ambassadors, professional and collegiate sports leagues, influencers or group affiliations;

•

public stances on controversial social or political issues;

•

our handling of issues relating to sustainability and ESG matters, including the transparency of setting or our progress toward sustainability and ESG expectations, goals and initiatives;

•

perceptions of our or our affiliates’ supply chain and sourcing practices, including due to geopolitical tensions;

•

perceptions of our principal shareholders;

•

our social media activity;

•

failure of our cybersecurity measures to protect against data breaches;

•

failure to comply with applicable laws, sanctions, trade or other regulations;

•

issues with management or other key personnel, as well as labor issues; and

•

any of the other risks enumerated in these risk factors.

Furthermore, the prevalence of social media and a constant, on-demand news cycle may accelerate and in the short-term increase the potential scope of any negative publicity we or others might receive and could increase the negative impact of these issues on our reputation, business, results of operations, and financial condition.

We rely on technical innovation and high-quality products to compete in the market for our products.

Technical innovation and quality management in the design and manufacturing processes of apparel, footwear, sports equipment, protective gear and accessories are essential to the commercial success of our products and development of new products. We must continue to invest in research and development in connection with the innovation and design of our products in order to attract and retain consumers. If we are unable to anticipate consumer preferences or industry changes, or if we are unable to introduce new products or modify our existing products on a timely basis, we may lose wholesale partners and consumers

31

or become subject to greater pricing pressures. Our operating results would also suffer if our innovations and designs do not respond to the needs and demands of our wholesale partners and consumers, are not appropriately timed with market opportunities or are not effectively brought to market. Any failure on our part to innovate and design new products or modify existing products may harm our brand image and consumer demand for our products could decline and could result in a decrease in our revenue and an increase in our inventory levels.

In addition, we believe our wholesale partners and consumers view many of our products as premium quality. If we experience problems with the quality of our products, we may incur substantial expense to remedy the problems along with a loss of consumer confidence and loyalty, and consumers may also be unwilling to pay premium prices for such products. Additionally, if the quality of certain of our brands and/or certain of our brands’ products does not meet expectations, that could negatively impact consumer views about our other brands and/or such brands’ products as well. Any of these factors could negatively impact our business, results of operations, financial condition and the price of our ordinary shares.

Economic uncertainty in our key markets may affect consumer purchases of discretionary items, which may adversely affect demand for our products.

Our products may be considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions and other factors such as consumer confidence in future economic conditions, fears of recession and trade wars, political turmoil, the availability and cost of consumer credit, higher consumer debt levels, levels of unemployment, inflationary pressures, lower corporate earnings and fluctuating interest, foreign currency exchange rates and tax rates.

The uncertain state of the global economy continues to impact businesses around the world, most acutely in emerging markets and developing economies. As global economic conditions continue to be volatile or economic uncertainty remains, including in light of the conflict in Ukraine, and with increasing inflation, trends in consumer discretionary spending also remain unpredictable and subject to reductions as a result of significant increases in employment, financial market instability, and uncertainties about the future. Unfavorable economic conditions may lead consumers to delay or reduce purchases of our products. Consumer demand for our products may decline as a result of store closures, an economic downturn, or economic uncertainty in our key markets, particularly in North America, Europe, and Asia, which in turn may result in reduced orders from wholesale partners and consumers for our products, order cancellations, lower revenue, higher discounts, increased inventories and lower gross margins. Our sensitivity to economic cycles and any related fluctuation in consumer demand may have a material adverse effect on our business, results of operations, and financial condition.

Inflationary pressures have and may continue to hamper our business.

Inflationary pressures, shortages in the labor market, and increased competition within and outside the sports and outdoor industry for talented employees may increase our labor costs, which could negatively impact our profitability. Labor shortages may also negatively impact us from servicing any demand that exists for our products or operating our manufacturing facilities efficiently. Further, inflationary pressures could increase other key costs, such as the cost of raw materials, operational expenses and costs of labor, which would make it harder to operate our business and maintain current profit margins.

Our financial success may be impacted by the strength of our relationships with our wholesale partners.

Our financial success is partially dependent on our wholesale partners continuing to carry our products and the success of these partners. A substantial amount of our sales are made through our wholesale partners, either directly or indirectly, who may decide to emphasize products from our competitors, to redeploy their retail floor space to other product categories, or to take other actions that reduce or discontinue their purchases of our products. Although we believe that our business relationships with our wholesale partners are positive, we cannot assure you that these business relationships will continue to generate satisfactory sales in the future. If any of our major wholesale partners fails to remain committed to our products or brand, then these partners may reduce or discontinue purchases from us, which could adversely impact our business.

32

If we face supply chain difficulties or other delays in our manufacturing and distribution channels and if we cannot fill our wholesale partners’ orders in a timely manner, the sales of our products and our relationships with those partners may suffer, and this could have a material adverse effect on our ability to grow our product lines and our results of operations. Many of our wholesale partners also compete with each other, and if they perceive that we are offering their competitors better pricing and support, they may reduce or discontinue purchases of our products. In addition, we compete directly with our wholesale partners by selling our products to consumers through our DTC channel. If our wholesale partners believe that our DTC channel diverts sales from their stores, this may weaken our relationships with our partners and cause them to reduce or discontinue purchases of our products. In addition, if we fail to accurately identify the needs of our partners, our partners fail to accept new products or product line expansions or attribute premium value to our new or existing products or product line expansions relative to competing products or if we fail to obtain shelf space from our wholesale partners (whether by our competitors introducing new products or otherwise), our sales, business, results of operations and financial condition may be adversely impacted.

We may be adversely affected by the financial health of our wholesale partners and consumers.

We generally do not have long-term contracts with our wholesale partners, and sales to our wholesale partners are generally on a per-purchase basis. To assist in the scheduling of production and the shipping of our products, we offer the majority of our wholesale partners the opportunity to place orders several months ahead of delivery under our pre-order program. Sales to our wholesale partners are generally on an order-by-order basis and these advance orders may be canceled under certain conditions, and the risk of cancellation may increase when dealing with financially unstable retailers or retailers struggling with economic uncertainty. We also extend credit to our wholesale partners based on an assessment of such retailer’s financial condition, generally without requiring collateral. While we do not have significant concentration among our wholesale partners as of September 30, 2023, our largest single customer accounted for 2.9% of total accounts receivable and our 20 largest wholesale partners accounted for 27.4% of total accounts receivable. Some of our retailers have in the past, and may in the future, experience financial difficulties, including bankruptcies, which have had and could have an adverse effect on our sales, our ability to collect on receivables and our financial condition.

In addition, we and our wholesale partners could face risks from a decline in the overall level of consumer retail spending, and a weak retail environment could impact consumer traffic in the stores of our wholesale partners and also adversely affect our revenue. Moreover, traditional brick-and-mortar retail channels have experienced low growth or declines in recent years and recent trends have increased permanent and temporary store closures. Recent years have also seen shifts in consumer preferences and purchasing practices, which may increase the difficulty for us to retain and grow our consumer base through our wholesale partners. If and when the retail economy weakens or as consumer behavior shifts, retailers may be more cautious with orders. A slowing or changing economy in our key markets could adversely affect the financial health of our wholesale partners, which in turn could have an adverse effect on our results of operations and financial condition. In addition, product sales are dependent in part on high-quality merchandising and an appealing retail environment to attract consumers, which requires continuing investments by retailers. Retailers that experience financial difficulties may fail to make such investments or delay them, resulting in lower sales and orders for our products. These and other risks could adversely affect our business, results of operations, financial condition and the price of our ordinary shares.

Our growth strategy involves the continued expansion of our DTC channel, including our owned retail stores and e-commerce platform, which may present risks and challenges.

Our business involves distributing products on a wholesale basis for resale through our wholesale partners and also includes a multi-channel experience, including owned retail stores, which we operate in 24 countries, and e-commerce websites that are owned and operated by us. Growing our e-commerce platforms and the number of physical stores we operate is essential to our growth strategy, as is innovating and expanding our product offerings available through these channels. Sales in our DTC channel continue to grow, which may expose us to other risks, including those relating to continuing to grow brand awareness. This strategy has, and will continue to require significant investment in cross-functional operations and management focus, along with investment in supporting technologies and retail store spaces. If we are unable to provide a

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convenient and consistent experience for our consumers, our ability to compete and our results of operations could be adversely affected. In addition, if our e-commerce platform design does not appeal to our consumers, function reliably and conveniently, or maintain the privacy and security of consumer data, or if we are unable to consistently meet our brand promise to our consumers, we may experience a loss of consumer confidence or sales, including as a result of losing repeat consumers, or be exposed to fraudulent purchases, cyberattacks or other issues which could adversely affect our reputation and results of operations. Our growth in the DTC channel may also negatively impact our relationships with existing wholesale partners.

As of September 30, 2023, we operate our e-commerce digital platforms in approximately 20 countries, where we generally also operate in through our wholesale channel, and we are planning to expand our e-commerce platform to other geographies. Existing and additional countries may impose different and evolving laws governing the operation and marketing of e-commerce websites, as well as the collection, storage and use of information on consumers interacting with those websites. We may incur additional costs and operational challenges in complying with these laws, and differences in these laws may cause us to operate our businesses differently in different territories. If so, we may incur additional costs and may not realize benefits from our investment in our international expansion. We are also exposed to the risk of fraudulent domains or websites pretending to sell our products, when they are in reality phishing websites or imitator domains, and we might be unable to stop those websites from operating in due time, or permanently due to regulatory or factual constraints.

Our revenues depend in part on the success of our retail stores, including related to volume of traffic to its stores and the availability of suitable lease space.

A portion of our revenues are DTC sales through stores operated by our brands. In order to generate consumer traffic, we locate many of our stores in prominent locations generally within successful retail shopping centers or in fashionable shopping districts. Our stores benefit from the ability of the retail center and other attractions in an area to generate consumer traffic in the vicinity of our stores. Part of our future growth is significantly dependent on our ability to operate stores in desirable locations with capital investment and lease costs providing the opportunity to earn a reasonable return. We cannot control the development of new shopping centers or districts; the availability or cost of appropriate locations within existing or new shopping centers or districts; competition with other retailers for prominent locations; or the success of individual shopping centers or districts. As we seek to expand the number of our brands’ retail stores, we may spend significant time and resources exploring locations that are not suitable or that we are unable to secure, whether due to financing, political constraints, or other factors. We may be unable to successfully open new store locations in existing or new geographies in a timely manner, if at all, which could harm our results of operations. Existing store locations may also become unsuitable due to, and our sales volume, consumer traffic and profitability generally may be harmed by, among other things: economic downturns in a particular area, competition from nearby retailers, changing consumer demographics in a particular market, changing lifestyle choices of consumers in a particular market, and the closing or decline in popularity of other businesses located near our stores. Changes in areas around our store locations that result in reductions in consumer foot traffic or otherwise render the locations unsuitable could cause our sales, business and results of operations to be less than expected. Further, if we are unable to renew or replace our existing store leases or enter into leases for new stores on favorable terms, or if we violate the terms of our current leases, our growth and profitability could be harmed.

Additionally, as we grow our retail store footprint, there is a risk that we will increase sales in retail stores at the expense of our wholesale business and/or our e-commerce DTC sales. All of these factors may impact our ability to meet our growth targets and could have a material adverse effect on our financial condition or results of operations.

We face risks associated with the acquisition and divesture of businesses.

We have expanded our products and markets in part through strategic acquisitions and may continue to do so in the future, depending on our ability to identify and successfully pursue suitable acquisition candidates. Acquisitions involve numerous risks, including risks inherent in entering new markets in which we may not have prior experience; potential loss of significant customers or key personnel of the acquired business; not obtaining the expected benefits of the acquisition on a timely basis or at all; managing

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operations in new geographies; and potential diversion of management’s attention from other aspects of our business operations. Acquisitions may also cause us to incur debt or result in dilutive issuances of our equity securities, write-offs of goodwill and substantial amortization expenses associated with other intangible assets. We may not be able to obtain financing for future acquisitions on favorable terms, making any such acquisitions more expensive. Any such financing may have terms that restrict our operations. We may not be able to successfully integrate the operations of any acquired businesses into our operations and achieve the expected benefits of any acquisitions, and certain acquisitions or divestitures may not have the desired effect of enhancing the status of our portfolio of brands. Our acquisitions and our divestitures have in the past resulted in, and could in the future result in, exposure to contingent or unexpected liabilities, such as litigation, indemnification claims, regulatory claims and earn-out obligations.

We may not consummate a potential acquisition for a variety of reasons, but still incur material costs in connection with an acquisition that we cannot recover. The failure to successfully integrate newly acquired businesses or achieve the expected benefits of strategic acquisitions in the future, or consummate a potential acquisition after incurring material costs, could have an adverse effect on our business, results of operations and financial position.

In addition, we have divested, and may divest in the future, businesses, brands and assets as part of ongoing efforts to refine our portfolio and redefine our strategic priorities. These divestitures may adversely affect our business, results of operations or financial condition if we are unable to offset the dilutive impacts from the loss of revenue associated with the divested businesses, brands or assets or otherwise achieve the anticipated benefits or cost savings from the divestitures. Furthermore, businesses, brands or assets under consideration for, or otherwise subject to, divestiture may be adversely impacted prior to completion of the divestiture, which could adversely affect our business, results of operations or financial condition.

Our plans to innovate, expand our product offerings and successfully implement our growth strategies may not be successful, and implementation of these plans may divert our operational, managerial and administrative resources, which could harm our competitive position and reduce our revenue and profitability.

Our future success depends, in large part, on our ability to implement our growth strategies, including expanding our brands’ product offerings to capture additional market share, continuing to engage in consumer acquisition and retention efforts that drive long-term consumer and wholesale partner relationships and continuing to grow our business. Our ability to implement these growth strategies depends, among other things, on our ability to:

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expand our product offerings;

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increase our brand recognition by effectively implementing our multi-channel strategy alongside our network of wholesale partner relationships without compromising our premium consumer experience;

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expand the geographic reach of our brands;

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increase consumer engagement with our digital platforms;

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leverage our investments in our human capital and operational infrastructure to drive traffic and consumer acquisition;

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expand and diversify our wholesale channel while continuing to expand our DTC channel, including increasing our number of retail stores;

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enter into distribution and other strategic arrangements with potential distributors of our products in order to better influence consumer experience at better cost efficiency and manage risks associated with third-party distributors; and

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develop and grow our own manufacturing facilities, third-party sourcing and logistics footprint.

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The principal risks to our ability to successfully carry out our plans to expand our product offering include:

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if our expanded product offerings fail to maintain and enhance our distinctive brand identities and premium quality, our brand images may be diminished, and our sales may decrease;

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our innovations in apparel, footwear, sports equipment, protective gear and accessories may fail to be financially viable or may not be well received by our consumers or the market;

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implementation of our plans may divert management’s attention from other aspects of our business and place a strain on our management, operational and financial resources, as well as our information systems;

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entrance into joint ventures may face risks related to governance of the venture, strategic misalignment, termination or exit, among others; and

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incorporation of novel materials or features into our apparel, footwear, sports equipment, protective gear and accessories may not be accepted by our consumers or may be considered inferior to similar products offered by our competitors.

Moreover, our ability to successfully implement our growth strategies and carry out our plans to expand our product offerings may be affected by economic and competitive conditions, changes in consumer spending patterns and changes in consumer preferences and styles. We may invest in technology, infrastructure, new businesses, product offerings and manufacturing innovation and expansion of existing business, such as our DTC operations, and such significant investments are subject to typical risks and uncertainties inherent in developing a new business or expanding an existing business. These plans could be abandoned, could cost more than anticipated, could impact the quality of our products and could divert resources from other areas of our business, any of which could negatively impact our competitive position, reduce our revenue and profitability or negatively impact the price of our ordinary shares.

Expanding our product offerings may also require that we develop additional in-house manufacturing capability, either by expanding our existing manufacturing facilities or building new facilities. There is a risk that we will be unable to develop and maintain the capacity or other capabilities necessary for us to implement our business plan. Additionally, we may need to hire additional employees as we scale our operations or increase the size of our retail footprint and otherwise pursue our growth strategies. We may face difficulties and added expenses increasing the number of employees in the current market, due to factors such as wage inflation and a limited labor market, among others. If we are unable to scale our manufacturing capability and increase the number of employees to meet our expected growth, we may be unable to provide for appropriate supply of products in a timely manner and on a cost-effective basis and meet consumer demand for customer service, and as a result, our revenue and results of operations would be affected adversely.

Counterfeit or “knock-off” products may siphon off demand we have created for our brands’ products, and may result in consumer confusion, harm to our brands, a loss of our market share, and/or a decrease in our results of operations.

We face competition from counterfeit or “knock-off” products manufactured and sold by third parties that infringe, misappropriate or otherwise violate our intellectual property rights, as well as from products that are inspired by our brands’ products in terms of design and style, including private label offerings by retailers. In the past, third parties have established websites to target users on social media platforms with “look alike” websites intended to trick users into believing that they were purchasing our brands’ products at a steep discount. Some individuals who actually made purchases from such “look alike” websites believed they had purchased from our actual website and subsequently submitted complaints to us.

These activities of third parties may result in consumer confusion, require us to incur additional administrative costs to manage consumer complaints related to counterfeit goods, divert consumers from us, cause us to miss out on sales opportunities, and result in a loss of our market share. We could also be required to increase our marketing and advertising spend. If consumers are confused by these other products and believe them to be actual products sold by our brands, we could be forced to deal with dissatisfied consumers who mistakenly blame us for poor service or poor-quality goods.

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In addressing these or similar issues in the future, we may also be required to incur substantial expense to protect our brands and enforce our intellectual property rights, including through legal action in the United States or in foreign countries, which could negatively impact our results of operations and financial condition.

These and similar “counterfeit” issues could reoccur and could again result in consumer confusion, harm to our brands, a loss of our market share, and/or a decrease in our results of operations.

Certain of our brands’ products carry warranties, which may result in an increase to our expenses in the event of warranty claims.

Many of our brands’ products are generally used in outdoor activities, sometimes in severe conditions. Product recalls or product liability claims resulting from the failure, or alleged failure, of our brands’ products could have a material adverse effect on the reputation of our brands and result in additional expenses. Many of our brands’ products also carry warranties for defects in quality or workmanship. The Company provides product warranties on many products. Many of these product warranties are limited in time to one to two years, but certain of our brands issue longer warranties on specific products. For example, Arc’teryx provides warranties on its packs, accessories and apparel for the “Practical Product Lifespan” which can be an extended period, such that warranty claims for such products may be brought many years after the product was sold. We maintain a warranty reserve for estimated future warranty claims, but the actual costs of servicing future warranty claims may exceed the reserve which could adversely affect our business, results of operations and financial condition.

Our international operations involve inherent risks which could result in harm to our business.

The majority of our products are sourced from a network of suppliers, predominantly in the Asia Pacific region, including Greater China, with the remaining from EMEA, and the Americas, and our products are sold around the world. Accordingly, we are subject to the risks generally associated with global trade and doing business abroad, which include foreign laws and regulations, varying consumer preferences across geographic regions, political unrest, disruptions or delays in cross-border shipments and changes in economic conditions in countries in which our products are manufactured or where we sell products. This includes, for example, the changes to the legal and regulatory framework that apply to the United Kingdom (the “UK”) and its relationship with the European Union (the “EU”), as well as new and proposed changes affecting tax laws and trade policy in the United States and elsewhere, as further described below under “—Risks Related to Our Financial, Accounting and Tax Matters—We could be subject to changes in tax laws, tax regulations and tax treaties, including their interpretation and application, in the Cayman Islands, Finland, Germany, the United States, the PRC, or any other country in which we operate, which could result in additional tax liabilities or increased volatility in our effective tax rate” and “—Risks Related to Litigation and Regulation—Changes to trade policies, tariffs, import/export regulations and anti-competition regulations in the United States, EU, PRC and other jurisdictions, or our failure to comply with such regulations, may have a material adverse effect on our reputation, business, financial condition and results of operations.” We also generate a significant portion of our revenue from sales in the People’s Republic of China (the “PRC” and only in the context of describing PRC laws, regulations and other legal or tax matters in this prospectus, excludes Hong Kong, Macau and Taiwan). See “—We face risks associated with our business in the PRC.” There could be legislative actions limiting outsourcing manufacturing and production activities to foreign jurisdictions, including through tariffs or penalties on goods manufactured outside the United States, which may require us to change the way we conduct business and adversely affect our business, results of operations, financial condition and the price of our ordinary shares.

Our ability to sell products in certain markets, demand for our products in certain markets, our ability to collect accounts receivable, our or our third-party manufacturers’ ability to procure raw materials or manufacture products, distribution and logistics providers’ ability to operate, our ability to operate brick and mortar stores, our workforce, and our cost of doing business (including the cost of freight and logistics) may be impacted by these events should they occur and changing laws and regulations. Our exposure to these risks is heightened in the PRC, where a significant portion of our third-party manufacturing is located. Should certain of these events occur in the PRC, they could cause a substantial disruption to our business and have a material adverse effect on our financial condition, results of operations and cash flows.

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In addition, disease outbreaks, such as the COVID-19 pandemic or future pandemics and public health crises, terrorist acts and political or military conflict, such as the conflict in Ukraine, have increased the risks of doing business abroad. Such political and economic instability, and any resulting negative sentiment toward the countries where we operate, sell or have our products manufactured, could interrupt our ability to operate internationally. These factors, among others, could affect our ability to manufacture products or procure materials, our ability to import finished products, our ability to move and store products, our ability to sell products in international markets and our cost of doing business.

We face risks associated with our business in the PRC.

For the year ended December 31, 2022, 14.1% of our revenue was derived from sales in the PRC. In addition to our sales activity, we have key suppliers and manufacturing facilities in the PRC, and approximately 33% of our products sourced from third-party suppliers were manufactured in the PRC in 2022. Additionally, ANTA Sports, our largest shareholder, has significant operations in the PRC and has a principal place of business in the PRC, as well as management and directors that are PRC citizens or domiciled in the PRC. As a result, our business is subject to risks associated with doing business in the PRC, including but not limited to, a general climate of economic, political and social conditions, including with respect to future regulatory, policy and legislative developments, increased costs and uncertainties associated with enforcing contractual obligations in the PRC and increasingly strengthening intellectual property protection system in the PRC, each of which could adversely impact our business, results of operations and financial condition.

The PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, and such measures and policies relating to such measures are evolving and subject to change. The PRC government has significant authority to exert influence on the ability of companies with Chinese operations to conduct their business. The PRC government has recently published new policies that significantly affected certain industries and we cannot rule out the possibility that it will in the future release additional regulations or policies that directly or indirectly affect the sports and outdoor industry or require us to seek additional permission to continue our operations, which could result in a material adverse change in our operation and/or the value of our ordinary shares.

The PRC legal system is a civil law system based on written statutes, where prior court decisions have limited precedential value. The PRC legal system is evolving rapidly, and the interpretations and enforcement of many laws, regulations and rules involves uncertainties. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy but may have a negative effect on our suppliers and manufacturing operations. Any changes in policies in the PRC governing the regulation of our products, tariffs, imports and exports, taxation, inflation, environmental regulations, foreign currency exchange rates, the labor market, property or financial regulation may have an adverse effect on our business, results of operations and financial condition.

More broadly, while the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in the PRC, in the policies of the PRC government or in the laws and regulations in the PRC could have an adverse effect on the overall economic growth of the PRC. Such changes could also adversely affect our business and operating results, lead to reduction in demand for our products and adversely affect our competitive position. In addition, changes in the political climate or trade policy of any other countries or regions, such as increased duties or tariffs on imports from the PRC, may adversely affect our business. For more discussion of the risks related to our Chinese operations, see “—Risks Related to Litigation and Regulation—There remain some uncertainties as to whether we will be required to obtain approvals from PRC authorities to list on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval.”

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Risks Related to Our Distribution Network and Suppliers

Our business or our results of operations could be harmed if we or our wholesale partners are unable to accurately forecast demand for our products or if we are unsuccessful at managing product manufacturing decisions.

To ensure adequate inventory supply, we and our wholesale partners forecast inventory demand, which is subject to many factors, including seasonal and quarterly variations, changing consumer preferences or product trends, product introductions by competitors, unanticipated changes in general market conditions, declines in overall consumer spending, and weakening of economic conditions or consumer confidence in future economic conditions. Like our competitors, we have an extended design, development, manufacturing and logistics process, which involves the initial design and development of our products, the purchase of raw materials, the production of finished goods, the accumulation and subsequent sale of inventories, and the collection of the resulting accounts receivable. This production cycle requires us to incur significant expenses relating to the design, development, manufacturing, distributing and marketing of our products, including product development costs for new products, in advance of the realization of any revenue from the sale of our products, and results in significant liquidity requirements and working capital fluctuations throughout our fiscal year. Because the production cycle typically involves long lead times, which requires us to make manufacturing decisions several months in advance of an anticipated purchasing decision by the consumer, it is challenging for us to estimate and manage our inventory and working capital requirements, and as such challenges have been, and could in the future be, exacerbated by global supply chain issues. If we fail to accurately forecast demand or our inventory and working capital requirements, we may experience excess inventory levels or a shortage of product to deliver through our DTC channel and to our wholesale partners. In addition, our wholesale partners may fail to accurately forecast the demand for our products and may purchase an insufficient amount of our products or may accumulate excess inventory, each of which could negatively impact our business, brand and results of operations.

If we underestimate the demand for our products, we may not allocate sufficient budgetary resources and may not be able to produce or source products to meet our wholesale partner requirements, and this could result in delays in the shipment of our products and our failure to satisfy demand, as well as damage to our reputation and wholesale partner relationships. If our wholesale partners underestimate the demand for our products, they may not have enough products on hand to satisfy demand in a timely fashion and sales opportunities may be lost. If we or our wholesale partners overestimate the demand for our products, we or our wholesale partners could face inventory levels in excess of demand, which could result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would harm our gross margins and our brand management efforts. The difficulty in forecasting demand also makes it difficult to estimate future revenue, costs and cash flows from period to period, which could result in the misallocation of our resources. In addition, these and other factors, including failures to accurately predict the level of demand for our products and future revenue, costs and cash flows, could cause a decline in revenue and harm our business, operating results, financial condition and the price of our ordinary shares.

The operations of our suppliers and third-party manufacturers are subject to additional risks that are beyond our control, including those that may result in significant disruptions in supply, and that could harm our business, financial condition and results of operations.

We rely on our suppliers and, while we have multiple suppliers available for the majority of our product components, certain of our suppliers are the sole source for specific components of our apparel, footwear, sports equipment, protective gear and accessories. For example, Gore-Tex is used in certain Arc’teryx, Salomon, Peak Performance and Atomic products, with Arc’teryx products representing 90.4% of our total spend on Gore-Tex and Salomon, Peak Performance and Atomic products representing 3.8%, 5.4% and 0.4%, respectively for the year ended December 31, 2022. We have in the past experienced significant disruptions as a result of global supply chain issues and there can be no assurance that there will not be a further disruption in the supply of raw materials or other products from current suppliers or, in the event of a disruption, that we would be able to locate alternative suppliers of materials or products of comparable quality at an acceptable price, in a timely manner or at all. Identifying a suitable supplier is a resource-intensive process that requires us to become satisfied with their technical capabilities, quality control, responsiveness and service, financial stability, regulatory compliance and labor and other ethical practices. Even if we are able

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to expand existing or find new manufacturing or component sources, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers and manufacturers in our methods, products, and quality control standards. Delays related to supplier changes could also arise due to an increase in shipping times if new suppliers are located farther away from our markets or from other participants in our supply chain. In addition, freight capacity issues continue to persist worldwide as there is much greater demand for shipping and reduced capacity and equipment.

The majority of our manufacturing and finished goods as well as raw material suppliers are located outside the United States. In addition, we work with select third-party distributors, especially in the initial stages of expansion for highly complicated products and in new markets, and because we ultimately do not control those third parties, we are subject to additional risks as a result of such relationships. Moreover, in 2022 approximately 33% of our apparel, footwear, sports equipment, protective gear and accessories products sourced from third-party suppliers were manufactured in the PRC, with the remainder being produced in other Asian countries, North America and Europe. We experienced disruptions to our footwear business due to COVID-19 lockdowns adversely affecting certain of our suppliers in Asia. Many of our products are manufactured by third-party manufacturers. As a result of our international suppliers and third-party manufacturers, we are subject to risks associated with doing business in multiple jurisdictions, including:

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political unrest, terrorism, labor disputes and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured;

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wholesale partner or consumer boycotts due to ethical, environmental or political issues in certain countries we do business with, such as for example, human rights and labor concerns in Asia, or product-related environmental concerns;

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compliance with existing and new laws and regulations, including those relating to labor conditions and workplace safety, environmental protection, chemical regulation, quality and safety standards, sustainability, ESG, transparency (the EU Corporate Sustainability Reporting Directive and other related EU directives or regulations), imports, duties, taxes and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds;

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risks associated with doing business in or with the PRC, including as a result of the trade conflict, or other conflicts, between the United States and the PRC;

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reduced protection for intellectual property rights, including patent and trademark protection, in some countries;

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disruptions or delays in shipments and supply chains globally; and

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changes in local economic conditions in countries where our manufacturers, suppliers, wholesale partners or consumers are located.

In particular, compliance with the sanctions and customs trade orders could affect the sourcing and availability of raw materials used by our suppliers in the manufacturing of certain of our products. Our ability to successfully import such materials may be adversely affected by changes in jurisdictions’ laws. See “—Increasing restrictions or additional requirements on products from certain areas, such as the U.S. Uyghur Forced Labor Prevention Act, may require us to incur additional costs, disrupt our value chain, or otherwise adversely impact our operations and financial condition.” There are also increasing expectations in various jurisdictions that companies proactively monitor the environmental and social performance of their value chain, including compliance with a variety of labor practices and human rights considerations, as well as consideration of a wider range of potential environmental and social matters, including the end-of-life considerations for products. For example, various jurisdictions have adopted, or are considering adopting, regulations that would require organizations to, among other things, conduct due diligence to identify certain environmental and human rights risks in their supply chains and take steps to mitigate any such risks identified. We have been and may continue to be subject to costs associated with such regulations, as well as any future regulations on the provenance of products or their component parts or materials, including for the diligence pertaining to these matters and the cost of remediation and other changes to products, processes, or sources of supply as a consequence of such verification activities. The impact of such regulations may result in a limited pool of acceptable suppliers, and we cannot be assured that we will be able to

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obtain products in sufficient quantities or at competitive prices. Additionally, because our supply chain is complex, we may face regulatory challenges in complying with applicable sanctions and trade regulations and reputational challenges with our consumers and other stakeholders if we are unable to sufficiently verify the origins for the materials used in the products we sell. Even if we comply with applicable regulations, we may be subject to additional expectations and scrutiny from investors, business partners, wholesale partners, consumers or other stakeholders on our environmental and human rights practices. These expectations are evolving quickly, and their application can involve substantial subjective determinations based on the context of specific circumstances. As such, certain of our actions or decisions, either currently or in the future, may be perceived to not align with best practices or stakeholder expectations, which could damage our reputation or otherwise adversely impact our business.

We also face risks from potential employment shortages for our supply operations as potential employees in certain geographies pursue opportunities outside of our and our suppliers’ industries. Any potential employment shortages may increase costs for our supplier and manufacturing partners and may limit our ability to scale our warehouse and factory operations efficiently. Increased costs in production may limit our profitability and may adversely impact our business, results of operations and financial condition.

These and other factors beyond our control could interrupt our suppliers’ production in offshore facilities, influence the ability of our suppliers to export our products cost-effectively or at all and inhibit our suppliers’ ability to procure certain materials, along with delays, interruptions or increased costs in supply or manufacturing of our goods, could harm our business, financial condition, results of operations and the price of our ordinary shares.

Increasing restrictions or additional requirements on products from certain areas, such as the U.S. Uyghur Forced Labor Prevention Act, may require us to incur additional costs, disrupt our value chain, or otherwise adversely impact our operations and financial condition.

Various jurisdictions where we import or sell our products have imposed restrictions on, or additional requirements for, products based on their provenance or the origins of certain of their component parts. For example, in December 2021, the U.S. Congress passed the Uyghur Forced Labor Prevention Act (the “UFLPA”), which act imposes a presumptive ban on the import of goods to the United States that are made, wholly or in part, in the Xinjiang Uyghur Autonomous Region (the “XUAR”) or by certain other designated persons and entities. The XUAR is the source of large amounts of cotton and textiles for the global apparel and footwear supply chain. Although our policy is to prohibit the use of forced labor in our supply chain, we have previously been and may in the future be subject to allegations that our products contain components or raw materials from the XUAR and we cannot assure you that our affiliates may not also be subject to similar allegations. Furthermore, the U.S. Customs and Border Protection (the “CBP”) issued a region-wide withhold release order (“WRO”) in January 2021, imposing import restrictions on cotton products produced in the XUAR. As a result of the UFLPA and WRO, materials we import into the United States have in the past been, and could in the future be, held by the CBP based on a suspicion that they originated from the XUAR or that they may have been produced by suppliers accused of participating in forced labor, pending our providing clear and convincing evidence to the contrary. While the UFLPA has not had a material impact on our results of operations, overcoming the presumptive ban in the UFLPA can be a time- and information-intensive process, which may require additional costs and can ultimately be unsuccessful. Even if such costs are incurred, we may not always be able to obtain sufficient information. Such a process could result in a delay or complete inability to import such materials (including potentially non-cotton materials), which could result in inventory shortages or greater supply chain compliance costs. We could also be subject to penalties or fines if our imports are found to have been in violation of the UFLPA or other customs-related laws and regulations. Even if we are not subject to any fines or penalties, any perceived link between our or our principal shareholder’s products and the XUAR, designated entities, or labor practices not in keeping with industry expectations may result in increased costs, affect our business and damage our reputation. Moreover, compliance with the UFLPA or other similar current or proposed requirements, including the European Union Forced Labor Ban Proposal, may have other effects on the global supply chain, the price and scarcity of traceable cotton or other materials of focus, and could lead to increases in our cost of goods sold, which may adversely impact our profitability.

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The cost of raw materials could increase our cost of goods sold and cause our results of operations and financial condition to suffer.

The raw materials used in our supply chain include synthetic fabrics and natural products, including blend fabrics, nylon, polyester, down and cotton, as well as plastics, rubber, carbon and metals. Significant price fluctuations, including as a result of inflation, or shortages or the cost of these raw materials may increase our cost of goods sold and cause our results of operations and financial condition to suffer.

Additionally, increasing costs of labor, freight and energy could increase our and our suppliers’ cost of goods. If our suppliers are affected by increases in their costs of labor, freight and energy (for example, because of rising global energy prices, increased global worker shortages impacting shipping and ports, truck driver shortages, increased congestion or other disruptions affecting the global distribution chain), they may attempt to pass these cost increases on to us. If we pay such increases, we may not be able to offset them through increases in our pricing, which could adversely affect our results of operation and financial condition.

Our business is subject to risks due to our reliance on third-party manufacturers.

We rely upon third-party manufacturers, which we do not own or operate, for the sourcing of certain of our products, including apparel, footwear, sports equipment, protective gear and accessories including helmets, goggles, poles, tennis rackets, baseball bats, boots and balls, among others. Our ability to meet our wholesale partners’ and our consumers’ needs depends on our ability to maintain a steady supply of products from our third-party manufacturers. While our agreements with our suppliers are generally fixed price arrangements on a purchase order basis that renew annually, if one or more of our significant suppliers were to sever their relationship with us or significantly alter the terms of our relationship, including due to changes in applicable trade policies, or be unable to perform, we may not be able to obtain replacement products in a timely manner, which could have an adverse effect on our business operations, sales, financial condition or results of operations. Additionally, if any of our third-party manufacturers fail to make timely shipments, do not meet our quality standards or otherwise fail to deliver us product in accordance with our plans, it could result in lost sales, added costs and distribution delays that could harm our business and wholesale partner and consumer relationships.

Certain of our third-party manufacturers are highly specialized and only produce a specific type of product. Such third-party manufacturers may go out of business if consumer preferences or market conditions change such that there is no longer sufficient demand for the types of products they produce. If, in the future, the relevant products are again in demand and the specialized third-party manufacturers no longer exist, we may not be able to locate replacement facilities to manufacture certain products in a timely manner or at all, which could have an adverse effect on our sales, financial condition or results of operations.

If we encounter problems with our distribution system, our ability to deliver our brands’ products to the market could be adversely affected.

We rely on leased and owned Amer Sports-operated distribution facilities, as well as an ANTA Sports distribution facility in the PRC and certain third-party facilities, to warehouse and ship product to our wholesale partners and consumers. Our distribution system includes computer-controlled and automated equipment, which may be subject to a number of risks related to security or computer viruses, the proper operation of software and hardware, power interruptions or other system failures. Because substantially all of our brands’ products are distributed from a relatively small number of locations, our operations could also be interrupted by earthquakes, floods, fires or other natural disasters or other events outside our control affecting our warehouses or distribution centers, including political or labor instability. Additionally, since we share distribution warehouses among brands, a disruption at one distribution center may impact deliveries and shipments for numerous brands. We maintain business interruption insurance under our property insurance policies, but it may not adequately protect us from the adverse effects that could be caused by significant disruptions in our distribution facilities. In addition, our distribution capacity is dependent on the timely performance of services by third parties, including the transportation of product to and from its distribution facilities. If we encounter problems with our distribution system, our ability to meet consumer expectations, manage inventory, complete sales and achieve operating efficiencies could be materially adversely affected.

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We distribute our products to our wholesale partners and consumers directly from the factory and through distribution centers located throughout the world. Our ability to meet consumer expectations, manage inventory, complete sales and achieve objectives for operating efficiencies and growth, depends on the proper operation of our distribution facilities, the development or expansion of additional distribution capabilities and the timely performance of services by third parties, including those involved in shipping product to and from our distribution facilities. In addition, our property damage, business interruption and other insurance policies may not adequately protect us from adverse effects caused by significant disruptions to our distribution facilities. Any negative impacts to our distribution facilities could result in an adverse effect on our business, results of operations, financial condition and the price of our ordinary shares.

The success of our business depends, in part, on competent employees including key personnel as well as our ability to maintain our workplace culture and values.

Our success depends in part on the continued service of competent employees, including key executive officers and personnel. The loss of the services of key individuals, or any negative perception with respect to these individuals, or our workplace culture or values, could harm our business. Our success also depends on our ability to recruit, retain and engage our personnel sufficiently, both to maintain our current business and to execute our strategic initiatives. Competition for employees in the sports and outdoor industry is intense and we may not be successful in attracting and retaining such personnel. Changes to our current and future office environments or adoption of a new work model that expects employees to work on-site for a specified number of days with some flexibility to work remotely on other days, may not meet the needs or expectations of our employees or may not be perceived as favorable compared to other companies’ policies, which could negatively impact our ability to attract, hire and retain our employees. We also believe that our corporate culture has been a key driver of our success, and we have invested substantial time and resources in building, maintaining and evolving our culture. Any failure to preserve and evolve our culture could negatively affect our future success, including our ability to retain and recruit employees.

Some employees at our own manufacturing facilities and distribution centers are subject to collective bargaining agreements. For example, the employees at our Wilson brand Ohio manufacturing facility as well as the employees at our facilities in Austria, France and Germany, are subject to a collective bargaining agreement. Labor disputes with these employees may have a material adverse effect on our business, potentially resulting in canceled orders by wholesale partners or consumers, inability to fulfill potential e-commerce demand, unanticipated inventory accumulation and reduced revenue and net income. In addition, if we fail to mitigate labor disputes, fail to properly hire and dismiss employees as needed or fail to comply with labor laws, which differ by location and jurisdiction and are rapidly changing, our risk of litigation may increase, which would cause us to incur additional costs.

We have not obtained key person life insurance policies on any members of our senior management team. As a result, we would not be protected against the associated financial loss if we were to lose the services of members of our senior management team.

Climate change, or legal, regulatory or market responses thereto, may have an adverse impact on our business and results of operations.

A significant majority of the scientific community has concluded that increased levels of carbon dioxide and other greenhouse gases in the atmosphere have caused, and are expected to continue to cause, potentially at a growing rate, increases in global temperatures, changes in weather (including precipitation and temperature) patterns and increasingly frequent, prolonged, and/or more intense extreme weather and climate events. For more information, see “—Extreme weather conditions and natural disasters could negatively impact our operating results and financial condition.” Climate change may also exacerbate challenges relating to the availability and quality of water and raw materials, including those used in the production of our products, and may result in changes in regulations or consumer preferences, or changes in the availability and/or cost of capital and insurance, which could in turn affect our business, operating results and financial condition. In addition, governmental authorities in various countries have proposed, and are likely to continue to propose, legislation and regulation to reduce or mitigate the impacts of climate change. Various countries and regions are following different approaches to the regulation of climate

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change, which could increase the complexity of, and potential cost related to complying with, such regulations. Failure to monitor, adapt, build resilience and develop solutions against the physical and transitional impacts from climate change, including any differences between what climate impacts we believe may occur and ultimately come to pass (including the timeframes associated with same), may negatively impact our brand and reputation, sales of our products and our results of operations.

Sustainability- or ESG-related matters, climate change, or legal, regulatory or market responses thereto, may have an adverse impact on our business and results of operations.

There has been increased focus by governmental and non-governmental organizations, wholesale partners and consumers, employees and other stakeholders on products that are sustainably made and other sustainability- and ESG-related matters, including climate change, responsible sourcing, animal welfare, deforestation, the use of plastic, energy and water, biodiversity and other natural capital impacts, human rights, ethics, the recyclability or recoverability of packaging, circular economy and pollution prevention considerations, materials transparency and banning of certain chemicals and product subcomponents, and employee and director diversity, any of which may require us to incur increased costs for additional transparency, due diligence, recruiting and reporting. Further, some investor advocacy groups, certain institutional investors, investment funds, other market participants, shareholders, current and prospective employees, and consumers have focused increasingly on sustainability- and ESG-related practices. These parties have placed increased importance on the implications of the environmental and social cost and related risks of their investments. Certain of these parties also use certain ESG ratings in their assessment of organizations, and unfavorable ESG ratings could lead to negative sentiment towards us. If our ESG practices do not meet investor or other industry stakeholder expectations and standards, which continue to evolve, our brand, reputation, share price, access to and cost of capital, and employee, wholesale partner, consumer, and/or business partner retention may be negatively impacted.

In addition, federal, state or local governmental authorities in various countries have proposed, and are likely to continue to propose, legislative and regulatory initiatives regarding the management of sustainability- or ESG-related topics, or disclosures on such matters. Various countries and regions are following different approaches to the regulation of climate change and other ESG matters and disclosure of related information, which could increase the complexity of, and potential cost related to complying with, such regulations. For example, we may be subject to the disclosure requirements of the EU’s Corporate Sustainability Reporting Directive (and its implementing laws and regulations) and other EU directives or EU and EU member state regulations, the International Sustainability Standards Board’s sustainability and climate disclosure standards, various disclosure requirements (such as greenhouse gas metrics, climate risks, use of offsets, and emissions reduction claims) from the State of California as well as the SEC’s climate disclosure proposal, if finalized, among other regulations or requirements; these regulations and requirements may not entirely align and thus require us to duplicate certain or make different efforts or use different reporting methodologies in order to comply with each jurisdictions’ requirements. Separately, various regulators have adopted, or are considering adopting, regulations on environmental marketing claims, including but not limited to the use of “sustainable,” “eco-friendly,” “organic,” “recyclable” or similar language in product marketing. Any of the foregoing may require us to make additional investments in facilities and equipment, may require us to incur additional costs for the collection of data and/or preparation of disclosures and associated internal controls for same, may impact the availability and cost of key raw materials used in the production of our products or the demand for our products, and, in turn, may adversely impact our business, operating results and financial condition.

We also may at times engage in certain voluntary initiatives or commitments (such as voluntary disclosures, certifications, or targets, among others) to improve the ESG profile of our company and/or products. However, such initiatives or commitments may be costly and may not have the desired effect. For example, execution of these strategies and achievement of our goals is subject to risks and uncertainties, many of which are outside of our control. These risks and uncertainties include, but are not limited to, our ability to set relevant, achievable and credible goals, execute our strategies and achieve our goals within the currently projected costs and the expected timeframes; the availability and cost of raw materials and renewable energy; unforeseen production, design, operational and technological difficulties; the outcome of research efforts and future technology developments, including the ability to scale projects and technologies on a commercially competitive basis such as carbon sequestration and/or other related processes; compliance with,

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and changes or additions to, global and regional regulations, taxes, charges, mandates or requirements relating to greenhouse gas emissions, carbon costs or climate-related goals, or to other sustainability or ESG matters; adapting products to consumer preferences and consumer acceptance of sustainable supply chain solutions; and the actions of competitors and competitive pressures. As a result, there is no assurance that we will be able to successfully execute our strategies and achieve our sustainability and ESG-related goals, which could damage our reputation and wholesale partner, consumer and other stakeholder relationships and have an adverse effect on our business, results of operations and financial condition. Moreover, actions or statements that we may take based on expectations, assumptions, other methodological considerations, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation. Additionally, there can be no assurance that our stakeholders will agree with our strategies, and any perception, whether or not valid, that we have failed to achieve, or to act responsibly with respect to, such matters or to effectively respond to new or additional legal or regulatory requirements regarding climate change, sustainability or ESG matters could result in adverse publicity or potential regulatory/investor engagement or litigation and adversely affect our business and reputation. For example, there have been increasing allegations of greenwashing against companies making significant ESG claims due to, among other things, allegations of incomplete disclosures, as well as to variety of perceived deficiencies in performance, including as stakeholder perceptions of sustainability continue to evolve. Additionally, many of our wholesale partners, consumers, business parties, and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.

Extreme weather conditions and natural disasters could negatively impact our operating results and financial condition.

Given the broad and global scope of our operations, we are particularly vulnerable to the physical risks of climate change, such as shifts in weather patterns. Extreme weather conditions in the areas in which our retail stores, suppliers, manufacturers, factories, wholesale partners, consumers, distribution centers, offices, headquarters and vendors are located could adversely affect our operating results and financial condition. Moreover, natural disasters such as earthquakes, hurricanes, wildfires and tsunamis, whether occurring in the United States or abroad, and their related consequences and effects, including energy shortages and public health issues, have in the past temporarily disrupted, and could in the future disrupt, our operations, the operations of our vendors, manufacturers, wholesale partners and other suppliers or have in the past resulted in, and in the future could result in, economic instability that may negatively impact our operating results and financial condition. In particular, if a natural disaster or severe weather event were to occur in an area in which we or our suppliers, manufacturers, employees, wholesale partners, consumers, distribution centers and vendors are located, our continued success would depend, in part, on the safety and availability of the relevant personnel, raw materials, and facilities and proper functioning of our or third parties’ computer, network, telecommunication and other systems and operations. In addition, a natural disaster or severe weather event could negatively impact retail traffic to our stores or stores that carry our products and could have an adverse impact on consumer spending, any of which could in turn result in negative point-of-sale trends for our merchandise. Further, climate change may increase both the frequency and severity of extreme weather conditions and natural disasters, which may affect our business operations, either in a particular region or globally, as well as the activities of our third-party vendors and other suppliers, manufacturers, wholesale partners and consumers. In particular, our brands and products that cater to winter sports may be impacted by climate change, including due to seasonal shifts and rising temperatures. We believe the diversity of locations in which we operate, our operational size, disaster recovery and business continuity planning and our information technology systems and networks (“IT Systems”), including the Internet and third-party services position us well, but may not be sufficient for all or for concurrent eventualities. If we were to experience a local or regional disaster or other business continuity event or concurrent events, we could still experience operational challenges, in particular depending upon how a local or regional event may affect our human capital across our operations or with regard to particular aspects of our operations, such as key executive officers or personnel. Further, if we are unable to find alternative suppliers, replace capacity at key manufacturing or distribution locations or quickly repair damage to our IT Systems or supply systems, we could be late in delivering, or be unable to deliver, products to our wholesale partners and consumers. For more information regarding risks related to our IT Systems, see “— Risks Related to our Intellectual Property and Information Technology—We rely on a large number of complex IT

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Systems. Any failure to operate, maintain and upgrade our IT Systems may materially and adversely affect our operations.” These events could result in reputational damage, lost sales, cancellation charges or markdowns, all of which could have an adverse effect on our business, results of operations and financial condition. Moreover, to the extent catastrophic events become more frequent or intense, it may adversely impact the availability or cost of insurance.

Political uncertainty or geopolitical tensions could have a material adverse effect on our business, results of operation and financial condition.

As a multinational company, geopolitical events could have an impact on our business. Changes, potential changes or uncertainties in regulatory and economic conditions or laws and policies governing foreign trade, manufacturing, and development and investment in the territories and countries where we operate or sell our products could adversely affect our business, results of operations, and financial condition.

For example, the military conflict between Russia and Ukraine has significantly amplified existing geopolitical tensions among Russia, Ukraine, Europe, the PRC and the United States. We cannot predict how the conflict in Ukraine will evolve, but any escalation or expansion into other countries, particularly in Europe, would exacerbate geopolitical tensions and could lead to political and/or economic response from the United States, the EU and other countries, which may adversely impact economic conditions. While we suspended all significant commercial activities in Russia by the end of 2022, and our revenue in Russia represented 1.8% and 0.5% of our revenue in 2021 and 2022, respectively, the Russia-Ukraine conflict and the resulting sanctions could adversely affect global energy and financial markets and thus could adversely impact our operations. In addition, any escalation or expansion into neighboring countries where we have significant operations could adversely impact our business, results of operations and financial condition. Additional sanctions or other measures may be imposed by the global community, and counteractive measures may be taken by the Russian government, other entities in Russia or governments or other entities outside of Russia. There have been, and we expect there will continue to be, an increased risk of information security or cybersecurity incidents, including cyberattacks perpetrated by Russia or others at its direction. Although, to date, our IT Systems have not been compromised by these incidents, it is possible that future information security or cybersecurity incidents involving our wholesale partners, consumers, manufacturers, suppliers or other third-party partners could successfully compromise our IT Systems, which could adversely affect our business, results of operations or financial condition.

In addition, actions by the United States and other governments, including the Russian government, may limit or prevent our ability to obtain, maintain, protect and enforce any patent, trademark or other intellectual property rights in Russia. These actions could result in partial or complete loss of such intellectual property rights in Russia. For example, in March 2022, the Russian government adopted a decree allowing Russian companies and individuals to exploit inventions owned by patent holders from the United States and many other countries without consent or compensation. Consequently, we may not be able to prevent third parties from using our patented inventions in Russia or from selling or importing products made using our patented inventions in and into Russia. It is possible that the Russian government will adopt similar measures with regard to other types of intellectual property, including trademarks, or that Russian courts, even absent any additional decrees, will refuse to enforce existing intellectual property rights. Moreover, any prolonged non-use of our trademarks in Russia could result in the cancellation of such trademarks. Any counterfeit activity, grey imports, intellectual property infringement, misappropriation, dilution or other violation or the sale of unauthorized versions of our products that emerge in response to these actions could damage our reputation and our brands and otherwise adversely affect our business, results of operations or financial condition. For more information regarding risks related to our intellectual property, see “— Risks Related to Our Intellectual Property and Information Technology.”

The extent and duration of the military action, the response thereto, including resulting sanctions, and resulting future market disruptions, are impossible to predict, but could be significant. Additionally, any such disruptions, resulting sanctions or other actions (including cyberattacks) may magnify the impact of other risks factors discussed in this prospectus.

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Risks Related to Litigation and Regulation

Changes to trade policies, tariffs, import/export regulations and anti-competition regulations in the United States, EU, PRC and other jurisdictions, or our failure to comply with such regulations, may have a material adverse effect on our reputation, business, financial condition and results of operations.

Our businesses must be conducted in compliance with applicable economic and trade sanctions laws and regulations, including those administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Asset Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, and other relevant sanctions authorities. Any country in which our products are produced or sold may eliminate, adjust or impose new quotas, duties, tariffs, safeguard measures, anti-dumping duties, cargo restrictions to prevent terrorism, restrictions on the transfer of currency, climate change and other environmental legislation, product safety regulations or other charges or restrictions, any of which could have an adverse effect on our business, results of operations, financial condition and the price of our ordinary shares.

In addition, our selling practices are regulated by competition law authorities in the United States, the EU and around the world, violations of the regulations of which could also result in claims for civil penalties or administrative remedies. The global nature operations expose us to the potential for inadvertent violations in cross border transactions and could result in sanctions or fines if such violations were to occur.

Further, changes in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business could adversely affect our business. Tariffs and other changes in United States and other trade policies have in the past and could in the future trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing retaliatory measures on certain U.S. goods. Further, any emerging protectionist or nationalist trends either in the United States, the PRC, the EU or any of its member states or in other countries could affect the trade environment. Trade tensions have escalated in recent years between the United States and the PRC, with each country imposing significant, additional tariffs on a wide range of goods imported from the other country. It may be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with any such changes. We, similar to many other multinational corporations, do a significant amount of business that would be impacted by changes to the trade policies of the United States and other countries (including governmental action related to tariffs, international trade agreements, or economic sanctions). Such changes have the potential to adversely impact the U.S. economy or certain sectors thereof or the economy of another country in which we conduct operations, the sports and outdoor industry and the global demand for our products, and as a result, could have negative impact on our reputation business, financial condition, results of operations, growth prospectus, and the price of our ordinary shares.

Failure to comply with applicable anti-corruption laws could have a material adverse effect on our business, reputation, financial condition, and results of operations.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), as well as the anti-corruption laws of other countries in which we operate. Although we implement policies and procedures designed to promote compliance with these laws, our directors, officers, employees, agents or other partners or representatives, as well as those companies to which we outsource certain of our business operations, may take actions in violation of our policies or such laws. We face significant risks if we or any of our directors, officers, employees, agents or other partners or representatives fail to comply with these laws and governmental authorities in the United States or elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation, operating results and financial condition.

Any actual or alleged violation of the FCPA or other applicable anti-bribery or anti-corruption laws could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, severe criminal or civil sanctions. Responding to any investigation or action would likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. In addition, the U.S. government may seek to hold us liable for successor liability for FCPA violations committed by companies in which we invest

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or that we acquire. Any of these consequences could have a materially adverse effect on our reputation, business, financial condition, results of operations, growth prospects, and the price of our ordinary shares.

We may become involved in legal or regulatory proceedings and audits.

Our business requires compliance with many laws and regulations, including, but not limited to, labor and employment, product safety, labelling, sales and other taxes, customs, and consumer protection laws and ordinances that regulate the sports and outdoor industry generally or govern the production, importation, promotion and sale of merchandise, and the operation of warehouse facilities. For example, various jurisdictions worldwide have laws and regulations that aim to protect consumers, including by prohibiting advertising or marketing practices that may be deemed misleading or deceptive. Failure to comply with any laws or regulations could subject us to lawsuits and other proceedings, and could also lead to damage awards, fines and penalties. From time to time, we may become involved in a number of legal proceedings and audits, including, but not limited to, government and agency investigations, and consumer, employment, tort and other litigation. In addition, we could become subject to potential antitrust claims, which may relate to anti-competitive behavior, pricing pressures on our distribution partners or other allegations, as well as regulatory actions related to anti-competition regulatory authorities in the United States, the EU and in other countries where we operate. The outcome of some of these legal proceedings, audits and other contingencies could require us to take, or refrain from taking, actions that could harm our operations or require us to pay substantial amounts of money, harming our financial condition. Additionally, defending against these lawsuits and proceedings may be necessary, which could result in substantial costs and diversion of management’s attention and resources, harming our financial condition. There can be no assurance that any pending or future legal or regulatory proceedings and audits will not harm our business, financial condition, reputation, results of operations and the price of our ordinary shares.

If any of our brands’ products have manufacturing or design defects or are otherwise unacceptable to us or our wholesale partners and/or consumers, our business could be harmed.

We have occasionally received, and may in the future receive, shipments of products that fail to comply with our technical specifications or that fail to conform to our quality control standards. We have also received, and may in the future receive, products that are otherwise unacceptable to us or our wholesale partners and/or consumers. Under these circumstances, unless we are able to obtain replacement products in a timely manner, we risk the loss of revenue resulting from the inability to sell those products and related increased administrative and shipping costs. Additionally, if the unacceptability of our products is not discovered until after such products are sold, our wholesale partners and/or consumers could lose confidence in our brands’ products or we could face a product recall and our results of operations could suffer and our business, reputation and brands could be harmed.

Defects may also exist in components and products that we source from third parties. Any defects could make our brands’ products unsafe and create a risk of environmental or property damage or personal injury, in particular with respect to our sporting goods and equipment products, and we may become subject to the hazards and uncertainties of product liability claims and related litigation. The occurrence of real or perceived defects in any of our brands’ products, now or in the future, could result in additional negative publicity, regulatory investigations or lawsuits filed against us, particularly if consumers or others who use our brands’ products are injured. Even if injuries are not the result of any defects, if they are perceived to be, we may incur expenses to defend or settle any claims and our brand and reputation may be harmed.

We face safety risks related to the manufacture of our sporting goods and equipment.

The production of sporting good and equipment involves working with metal, glue and other potentially dangerous inputs. In connection with our sporting goods and equipment brands, we face risks related to the manufacturing of products, and in particular we face risks related to fire due to the flammable nature of glue used in the production process. If there were to be a fire at any of our manufacturing plants, we would face risks related to employee safety, destruction of property and delays in our ability to fulfill orders, all of which could adversely affect our results of operations.

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We could face risks arising out of compliance with, or liabilities under, environmental, health and safety laws and regulations.

We are subject to various federal, state, local and foreign laws and regulations that, among other matters, (i) regulate certain activities and operations that may have environmental or health and safety effects, such as the use of regulated materials in the manufacture of our products or emissions or disposal of certain materials, substances or wastes, (ii) impose liability for costs of cleaning up, and damages to natural resources from, spills at our current and former facilities, waste disposal at third-party sites, or other releases of hazardous materials or regulated substances, and (iii) regulate workplace safety. Compliance with these laws and regulations could increase our and our third-party manufacturers’ costs and impact the availability of materials required to manufacture our products. Violation of these laws and regulations may subject us to significant fines, penalties or disposal costs, which could negatively impact our results of operations. We could be responsible for the investigation and remediation of environmental conditions at currently or formerly owned, operated or leased sites, including at certain legacy sites in the United States and France where we are engaged in remediation, as well as for associated liabilities, including liabilities for natural resource damages, third-party property damage or personal injury. Such liabilities could result from lawsuits that could be brought by the government or private litigants, relating to our operations, the operations of facilities or the land on which our facilities are located. In addition, such remediation liabilities can arise in connection with facility expansions, such as the expansion of our facility in Romania, where we are investigating and remediating lead contamination in soil. In addition, liability for contamination under certain environmental laws and regulations can be imposed on current or past owners or operators of a site without regard to fault. As such, we may be subject to these liabilities regardless of whether we lease or own the facility, and regardless of whether such environmental conditions were created by us or by a prior owner or tenant, or by a third party or a neighboring facility whose operations may have affected such facility or land. We cannot assure you that environmental conditions relating to our prior, existing or future or expanded sites or those of predecessor companies whose liabilities we may have assumed or acquired will not have a material adverse effect on our business.

Our employees may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements.

We are exposed to the risk that our employees may engage in fraudulent conduct or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to us that violate the regulations of regulatory authorities, including those laws requiring the reporting of true, complete, and accurate information to such authorities; or laws that require the reporting of financial information or data accurately. We are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices.

We have a code of conduct applicable to all of our employees, but it is not always possible to identify and deter misconduct by employees and other third parties, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. Our operations also involve third-party manufacturers, suppliers, wholesale partners and others, and if any of these third-party actors fail to comply with applicable laws, they may subject us to litigation or other reputational risks. See “—Risks Related to Our Distribution Network and Suppliers—The operations of our suppliers and third-party manufacturers are subject to additional risks that are beyond our control, including those that may result in significant disruptions in supply, and that could harm our business, financial condition and results of operations.” Additionally, we are subject to the risk that a person could allege such fraud or other misconduct, even if none occurred. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations, any of which could adversely affect our ability to operate our business and our results of operations.

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There remain some uncertainties as to whether we will be required to obtain approvals from PRC authorities to list on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval.

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas, including increasing enforcement against illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structures, adopting new measures to conduct cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on December 28, 2021, the CAC and other PRC authorities promulgated the Cybersecurity Review Measures, which took effect on February 15, 2022. The Cybersecurity Review Measures provide that “a network platform operator” that possesses personal information of more than one million users and seeks a listing in a foreign country must apply for a cybersecurity review. Further, the relevant PRC governmental authorities may initiate a cybersecurity review against any company if they determine certain network products, services, or data processing activities of such company affect or may affect national security. As a network platform operator who possesses personal information of more than one million users for purposes of the Cybersecurity Review Measures, we have applied for and completed a cybersecurity review with respect to our proposed overseas listing pursuant to the Cybersecurity Review Measures.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”) and five supporting guidelines (collectively, the “CSRC Filing Rules”), which came into effect on March 31, 2023. According to the CSRC Filing Rules, an issuer will be required to go through the filing procedures under the CSRC Filing Rules if the following criteria are met at the same time: (a) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and (b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China. The CSRC Filing Rules also stated that the determination of whether it is applicable to the issuer will be done in accordance with the principle of “substance over form,” and that for issuers incorporated outside the PRC that do not meet criteria (a) and/or (b) in the preceding sentence, if the offering document includes major risk factors relating to mainland China, the lead underwriters and the issuer’s PRC counsel will be required to consider and analyze, in accordance with the principle of “substance over form,” whether the CSRC Filing Rules should apply. Furthermore, the CSRC Filing Rules provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.

As advised by our PRC counsel, we are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the CSRC Filing Rules before our ordinary shares can be listed or offered in the United States because (i) the main parts of our business activities are conducted outside mainland China, and our main places of business are located outside mainland China, and (ii) our senior managers in charge of our business operation and management are predominantly non-PRC citizens or not domiciled in mainland China. Nevertheless, as the CSRC Filing Rules are newly issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that whether we will be subject to such filing requirements for this contemplated offering and listing in the United States and our securities offering in the future, and if we do, we will be able to get clearance from the CSRC in a timely manner, or at all.

Since these rules, statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. Changing regulatory requirements and any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer the ordinary shares, cause

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significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations, and cause the ordinary shares to significantly decline in value or become worthless.

Risks Related to Our Intellectual Property and Information Technology

If we are unable to obtain, maintain, protect and enforce our intellectual property rights for the products we develop, or if the scope of our intellectual property protection is not sufficiently broad, others may be able to develop and commercialize products substantially similar to ours, and our business may be adversely affected.

Our intellectual property is an essential asset of our business. We rely on a combination of intellectual property laws, including patent, trademark, copyright, design and trade secret laws, in addition to confidentiality procedures and contractual provisions, to maintain, protect and enforce our rights in our brands, technologies, proprietary information and processes. Failure to adequately obtain, maintain, protect and enforce our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of our competitive advantage and a decrease in our revenue, which would adversely affect our business prospects, financial condition and results of operations.

We rely on our trademarks, trade names and brand names to distinguish our products from those of our competitors, to market our brands, and to build and maintain brand loyalty and recognition, and we have registered or applied to register many of these trademarks. We cannot assure you that our trademark applications will be approved, and effective trademark protection may not be available or may not be sought in every country in which our products are marketed and sold. Similarly, not every variation of a domain name that incorporates one or more of our trademarks or trade names may be available to be registered, or may be registered by us, even if available. Our trademarks and trade names, whether or not registered, may be infringed, diluted, misappropriated, declared generic, determined to be dilutive or otherwise violated. The validity and enforceability of our trademarks may be challenged, and our trademark registrations could be cancelled or may lapse. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition and could require us to devote significant resources in advertising and marketing new brands. Further, competitors may adopt trademarks or trade names similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be trade name or trademark infringement, misappropriation, dilution or violation claims brought against us by owners of other trademarks, including trademarks that incorporate variations of our registered or unregistered trademarks or trade names. We have in the past entered into, and may in the future enter into, trademark co-existence agreements to settle such claims. Such agreements may restrict the ways in which we are permitted to obtain, maintain, protect, enforce and use the relevant trademarks. Without adequate protection for our trademarks and trade names, we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

Additionally, we rely on patent laws for the protection of our technologies and product designs. We plan to apply for, and expect to continue to apply for, additional patent protection for proprietary aspects of existing and new products and technologies. We cannot guarantee that our patent applications will be successful and result in issued patents. Even if issued, the patents may not be of sufficient scope to provide us with competitive advantages or may be of limited territorial reach. Furthermore, the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and third parties may challenge the validity or enforceability of our patents. Such proceedings could include supplemental examination or contested post-grant proceedings such as review, reexamination, interference or derivation proceedings challenging our patent rights. If such challenges are successful, it could dissuade companies from collaborating with us to license, develop or commercialize current or future products, and we may also face increased competition to our business, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Certain of our patents are due to expire in the near future, which may reduce or eliminate our competitive advantage in the jurisdictions in which these patents are expiring. Additionally, obtaining and maintaining patents can be time-consuming and expensive, and accordingly we do not seek patent protection in every jurisdiction in the world, and may not obtain certain of our patents in all of our key markets. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products

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similar or identical to ours. It is also possible that third parties, including our competitors, may obtain patents relating to products or technologies that overlap or compete with our technology. If third parties obtain patent protection with respect to such products or technologies, they may assert that our technology infringes their patents and seek to charge us a licensing fee or otherwise preclude the use of certain of our designs or technologies.

We also rely on agreements under which we contract to own, or license the rights to use, intellectual property developed by employees, contractors and other third parties, and to maintain the confidentiality of, and control access to and the use and disclosure of, certain trade secrets and other proprietary information to preserve our position in the market. We employ various methods to protect such intellectual property, such as entering into intellectual property assignment agreements, confidentiality agreements and non-compete agreements, as applicable, with certain employees, contractors, consultants, advisors and collaborators. However, we may fail to enter into such agreements with all relevant parties or such agreements may not be self-executing, and we may be subject to claims that such parties have misappropriated the trade secrets or other intellectual property or proprietary information of their former employers or other third parties. In addition, such agreements may be breached or rendered unenforceable by changes in applicable law. Thus, our efforts may not be effective in controlling access to our proprietary information, and we may not be able to prevent all unauthorized use and disclosure of our trade secrets and other proprietary information, and under trade secret law, we have no protection against third parties who independently develop the same or similar technology. Depending on the parties involved in a breach of any such agreement, the available remedies may not provide adequate compensation for the value of the proprietary information disclosed to a third party. If we are unable to maintain the proprietary nature of our technologies, we could be materially adversely impacted in our ability to establish or maintain a competitive advantage in the market. Furthermore, even if we successfully maintain the confidentiality of our trade secrets and other proprietary information, competitors may independently develop products or technologies that are substantially similar or superior to our own.

Intellectual property rights in certain elements of our products and manufacturing technology are owned or controlled by our suppliers and are generally not unique to us. As a result, our current and future competitors may be able to manufacture and sell products with performance characteristics, designs and styling similar to our products. If our competitors sell products similar to ours at lower prices, our financial results could suffer. In addition, if any third party copies or imitates our products in a manner that affects our wholesale partners’ or consumer perception of the quality of our products, our reputation and sales could suffer whether or not they violate our intellectual property rights.

We also may be forced to bring claims against third parties to determine the ownership of what we regard as our intellectual property or to enforce our intellectual property against its infringement, misappropriation, dilution or other violations by third parties. However, the measures we take to protect our intellectual property from unauthorized use by others may not be effective and there can be no assurance that our intellectual property rights will be sufficient to protect against others offering products that are substantially similar or superior to ours and that compete with our business. If we bring a claim to enforce our intellectual property, the defendant could claim that our asserted intellectual property is invalid or unenforceable and, if that defense is successful, we could lose valuable intellectual property rights. The outcomes of such intellectual property-related proceedings are often unpredictable. In addition, even if we are successful in enforcing our intellectual property against third parties, the damages or other remedies awarded, if any, may not be commercially meaningful. Regardless of whether any such proceedings are resolved in our favor, such proceedings could cause us to incur significant expenses and could distract our personnel from their normal responsibilities. In addition, if the strength of our intellectual property portfolio is threatened, regardless of the outcome, it could dissuade others from collaborating with us to license intellectual property, or develop or commercialize current or future products. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

Effective intellectual property protection is expensive to develop and maintain, both in terms of initial and ongoing prosecution and maintenance requirements and the costs of defending our rights. Furthermore, monitoring the unauthorized use of our intellectual property is difficult and costly. From time to time, we seek to analyze our competitors’ products, and may in the future seek to enforce our rights against potential

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infringement, misappropriation, dilution or other violation. However, the steps we take to protect our intellectual property rights may not be adequate to prevent the infringement, misappropriation, dilution or other violation of our intellectual property. We may not be able to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights, or pursue all counterfeiters who may seek to benefit from our brand. Any inability to meaningfully protect our intellectual property rights could result in harm to our ability to compete and reduce demand for our products. Moreover, our failure to develop and properly manage new intellectual property could adversely affect our market positions, business opportunities and the price of our ordinary shares.

The global footprint of our product offerings exposes us to additional intellectual property challenges. Patent, trademark, trade secret and other intellectual property laws vary significantly throughout the world. The legal systems of certain countries, particularly certain developing countries, do not protect intellectual property rights to the same extent as they are protected in the United States. Proceedings to enforce our intellectual property rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our intellectual property rights at risk of being invalidated or interpreted narrowly and our intellectual property applications at risk of not issuing and could provoke third parties to assert claims against us. It may therefore be difficult for us to successfully challenge the infringement, misappropriation, dilution or other violation of our intellectual property by other parties in these other countries, which could diminish the value of our brand and cause our competitive position and growth to suffer.

Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on our business, financial condition and results of operations.

Companies, organizations or individuals, including our competitors, may currently hold, or obtain in the future, patents, trademarks or other intellectual property rights that could prevent or limit our ability to make, use, develop, sell or market certain of our products, which could make it more difficult for us to operate our business. As we face increasing competition, the possibility of claims of intellectual property infringement, misappropriation, dilution or other violation made by third parties against us grows. While we try to avoid infringing the rights of others, we may unknowingly do so. For example, we may not be aware of existing patents or patent applications that could be pertinent to our business. Any claim or litigation alleging that we have infringed, misappropriated or otherwise violated intellectual property rights of third parties, with or without merit, and whether or not settled out of court or determined in our favor, could be time-consuming and costly to defend and resolve, and could divert the time and attention of our management and technical personnel. While some claims may be made by third parties seeking to obtain a competitive advantage, other claims may be brought for the sole purpose of revenue generation, including by non-practicing entities or individuals with no relevant product sales. It may be more difficult to defend against such claims, as we cannot deter such claims by threatening to assert our own intellectual property portfolio in response. Additionally, some third parties have substantially greater human and financial resources than we do and are able to sustain the costs and workload of complex intellectual property litigation to a greater degree and for longer periods of time than we could. The outcome of any litigation is inherently uncertain, and there can be no assurances that favorable final outcomes will be obtained in all cases. In addition, third parties may seek, and we may become subject to, preliminary or provisional rulings in the course of any such litigation, including potential preliminary injunctions requiring us to change our products or even cease the commercialization of our products entirely.

We may decide to settle such lawsuits and disputes on terms that are unfavorable to us. The terms of such a settlement or judgment may require us to cease some or all of our operations or pay substantial amounts to the other party. Similarly, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment, including being subject to an injunction and being required to pay substantial monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual property rights. Even if we have an agreement to indemnify us against such costs, the indemnifying party may be unable or unwilling to uphold its contractual obligations. Further, our liability insurance may not cover potential claims of this type adequately or at all. In addition, we may have to seek a license to continue practices found to be in violation of a third party’s rights. If we are required or choose to enter into royalty or licensing arrangements, such arrangements may not be available on

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reasonable terms, or at all, and may significantly increase our operating costs and expenses. Such arrangements may also only be available on a non-exclusive basis, such that third parties, including our competitors, could have access to use the same intellectual property to compete with us. We may also have to redesign our products so they do not infringe, misappropriate or otherwise violate third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time, during which our products may not be available for commercialization or use. If we cannot redesign our products in a non-infringing manner or obtain a license for any allegedly infringing aspect of our business, we would be forced to limit our products and may be unable to compete effectively.

In addition, in any intellectual property proceeding against us or that we assert against a third party, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our ordinary shares. Such litigation or proceedings could substantially increase our expenses and reduce the resources available for development activities or any future sales, marketing or distribution activities. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. Any of the foregoing, and any unfavorable resolution of such disputes and litigation, could have an adverse effect on our business, financial condition, results of operations and prospects.

We license certain of our intellectual property rights to others. If we fail to adequately monitor our licensees’ compliance with our license agreements, our intellectual property rights may be subject to cancellation, loss of rights, or diminution in value, and we may be subject to third-party claims of intellectual property infringement, misappropriation, dilution and other violation with respect to products designed and manufactured by our licensees.

We license certain of our intellectual property rights to others, including on an exclusive basis or pursuant to certain franchise arrangements. Such agreements provide our licensees with rights to our intellectual property and contain provisions requiring our licensees to comply with certain standards to be monitored by us. Our failure to adequately monitor our licensees’ compliance with these standards, or to take appropriate corrective action when necessary, may subject our intellectual property to cancellation, loss of rights, or diminution in value. In addition, the licensing of any of our intellectual property could result in a potential misuse of such intellectual property. There can be no assurance that third parties will comply with their contractual requirements or that they will use our licensed intellectual property in an appropriate manner. Any misuse by a third party of intellectual property related to our trademarks or brands could lead to a negative perception of our brands by current and potential licensees, joint venture partners or consumers, and could adversely affect our ability to develop our brands and meet our strategic goals, which, in turn, could decrease our potential revenue.

As a licensor of intellectual property, we may be named as a defendant in lawsuits related to products designed or manufactured by our licensees. In most cases, our licensees are obligated to defend and indemnify us and our affiliates with respect to such litigation, but such indemnifying parties may be unable or unwilling to uphold their contractual obligations. We also may be required to indemnify certain of our licensees or wholesale partners for claims of intellectual property infringement, misappropriation, dilution or other violation brought against them. While we maintain insurance for certain risks, it is not possible to obtain insurance to protect against all possible liabilities, and we have no assurances that such insurance will continue to be available on commercially reasonable terms, or at all, or that our insurer will not deny coverage of a claim. Any litigation has an element of uncertainty and if any such litigation were to be adversely determined, if a licensee were to fail to properly indemnify us, if we must indemnify a licensee or wholesale partner, and/or if we did not have appropriate insurance coverage or if our insurer denied coverage, such litigation could affect our financial position and liquidity. Further, any adverse determination could damage our reputation or otherwise adversely impact the value of or goodwill associated with our relevant brands.

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We license intellectual property rights from third parties, including our brand ambassadors and league partners. If we fail to comply with our obligations in any current or future agreements under which we license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our licensors, we could lose licensed rights that are important to our business.

We are, and may become, party to license agreements, including endorsement agreements, with third parties to obtain the rights to certain intellectual property, technologies and products, or to allow commercialization or promotion of our own products. Such agreements may impose numerous obligations, such as development, payment, royalty, sublicensing, insurance, enforcement and other obligations on us in order to maintain the licenses. In spite of our best efforts, our licensors might conclude that we have materially breached such license agreements and might therefore terminate such license agreements, thereby removing or limiting our ability to use certain brands or develop and commercialize products covered by such license agreements. For example, we license certain intellectual property rights from the National Basketball Association, the National Football League, the National Collegiate Athletics Association, other sports leagues and organizations, universities, athletes and influencers, among others, for use in connection with our products. If our license agreements or endorsement agreements with any one of these organizations, athletes or influencers were to terminate for any reason, we would be required to cease the development, advertisement, promotion and sale of certain of our products bearing such licensed intellectual property or modify the affected products or marketing materials to remove such licensed intellectual property. The foregoing could have a material adverse effect on our sales, profitability or financial condition.

Disputes also may arise between us and our licensors regarding the intellectual property licensed to us under any license agreement, including disputes related to:

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the scope of rights granted under the license agreement and other interpretation-related issues;

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our compliance with reporting, financial or other obligations under the license agreement;

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the amounts of royalties or other payments due under the license agreement;

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whether and the extent to which we infringe, misappropriate or otherwise violate intellectual property rights of the licensor that are not subject to the license agreement;

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our right to sublicense applicable rights to third parties;

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our right to transfer or assign the license; and

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the ownership of intellectual property and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners.

If we do not prevail in such disputes, we may lose any or all of our rights under such license agreements, experience significant delays in the development and commercialization of our products and technologies or incur liability for damages, any of which could have a material adverse effect on our business prospects, financial condition and results of operations.

Our business may suffer if our licensors fail to abide by the terms of our license agreements, if our licensors fail to enforce licensed intellectual property against infringing third parties, if the intellectual property rights licensed to us are found to be invalid or unenforceable, or if we are generally unable to enter into necessary licenses on acceptable terms or at all. In addition, we may seek to obtain additional licenses from our licensors, and, in connection with obtaining such licenses, we may agree to amend our existing licenses in a manner that may be more favorable to the applicable licensor, including by agreeing to terms that could enable third parties, including our competitors, to receive licenses to a portion of the intellectual property that is subject to our existing licenses and to compete with our products. Our licensors may be free to exploit any rights that are licensed to us on a non-exclusive basis for themselves or to license such intellectual property to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage. Furthermore, the agreements under which we may license intellectual property from third parties are likely to be complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual

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property, or increase what we believe to be our financial or other obligations under the relevant agreements, either of which could have a material adverse effect on our sales, business, financial condition or results of operations.

A security breach or other disruption to our IT Systems could result in the loss, theft, misuse, unauthorized disclosure, or unauthorized access of wholesale partner, consumer, supplier, or sensitive company information or could disrupt our operations, which could damage our relationships with wholesale partners, consumers, suppliers or employees, expose us to litigation or regulatory proceedings, or harm our reputation, any of which could materially adversely affect our business, financial condition or results of operations.

Our business involves the storage and transmission of a significant amount of personal, confidential, and sensitive information, including the personal information of our consumers and employees, information relating to consumer preferences, and our proprietary financial, operational and strategic information. The protection of this information is vitally important to us as the loss, theft, misuse or unauthorized disclosure of, access to or other processing of such information could lead to significant reputational or competitive harm, result in litigation involving us or our business partners, expose us to regulatory proceedings, and cause us to incur substantial liabilities, fines, penalties, or expenses. As a result, we believe our future success and growth depends, in part, on the ability of our key business processes and systems, including our IT and global communication systems, to prevent the theft, loss, misuse or unauthorized disclosure of, access to or other processing of this personal, confidential, and sensitive information, and to respond quickly and effectively if any such security incidents do occur.

The frequency, intensity, and sophistication of cyberattacks, ransomware attacks, and other security incidents, including personal information breaches, has significantly increased in recent years and it is expected that these trends will continue. As with many other businesses, we have experienced, and are continually at risk of being subject to, such attacks and incidents. Due to the increased risk of these types of attacks and incidents, we expend significant resources on IT Systems and security tools, measures, and processes designed to protect our IT Systems, as well as the personal, confidential, or sensitive information stored on or transmitted through those systems, and to ensure an effective response to any cyberattack or security incident. Despite the implementation of preventative and detective security controls, our IT Systems are vulnerable to damage or interruption from a variety of sources, including telecommunications or network failures or interruptions, system malfunction, natural disasters, epidemics, malicious human acts, terrorism and war. Our IT Systems are also vulnerable to physical or electronic break-ins, security breaches from inadvertent or intentional actions by our employees, third-party service providers, contractors, consultants, business partners, and/or other third parties, from cyberattacks by malicious third parties (including the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering, password spraying, credential stuffing, phishing, and other means to affect service reliability and threaten the confidentiality, integrity, and availability of information), or other security incidents. These risks may be exacerbated in the remote work environment. Additionally, due to the recent Russia-Ukraine conflict, there have been publicized threats to increase hacking activity against the critical infrastructure of any nation or organization that is supportive of Ukraine. Because the techniques used to obtain unauthorized access to IT Systems are constantly evolving and becoming more sophisticated (including by threat actors’ increasing use of artificial intelligence), may not be recognized until launched, and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations, hostile foreign governments or agencies, or state-sponsored actors, we may be unable to anticipate all types of security threats or implement adequate preventive measures in response. Our ability to effectively manage and maintain our inventory and to ship products to wholesale partners and consumers on a timely basis depends significantly on the reliability of our IT Systems. We also use these systems to process financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements. As such, any of the foregoing could have a materially adverse effect on our business, financial condition and results of operation.

Cyberattacks or security incidents could remain undetected for an extended period, which could potentially result in significant harm to our IT Systems, as well as unauthorized access to the information stored on and transmitted by our IT Systems. Even when a security breach is detected, the full extent of the breach may not be determined immediately. The costs to us to mitigate cyberattacks and security incidents could be significant and, while we have implemented security measures to protect our IT Systems, our efforts

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to address these problems may not be successful. Further, despite our security efforts and training, our employees may purposefully or inadvertently cause security breaches that could harm our IT Systems or result in the unauthorized disclosure of or access to information. Any measures we do take to prevent security breaches, whether caused by employees or third parties, have the potential to limit our ability to complete sales or ship products to our wholesale partners and consumers, harm relationships with our suppliers, or restrict our ability to meet our consumers’ expectations with respect to their online or retail shopping experience. A cyberattack or other security incident could result in the significant and protracted disruption of our business such that:

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critical business systems become inoperable or require a significant amount of time or cost to restore;

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key personnel are unable to perform their duties or communicate with employees, consumers or third-party partners;

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it results in the loss, theft, misuse, unauthorized disclosure or unauthorized access of wholesale partner, consumer, supplier or company information;

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we are prevented from accessing information necessary to conduct our business;

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we are required to make unanticipated investments in equipment, technology or security measures;

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consumers cannot access our e-commerce websites and consumer orders may not be received or fulfilled;

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we become subject to return fraud schemes, reselling schemes and imposter websites schemes; or

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we become subject to other unanticipated liabilities, costs or claims.

If any of these events were to occur, it could have a material adverse effect on our financial condition and results of operations and result in harm to our reputation and the price of our ordinary shares. Furthermore, although we currently maintain disaster recovery and business continuity plans to address such disruptions, we may not be able to adequately continue our business or return to operability within a reasonable period of time in the case of such an occurrence. Recovery of our IT Systems may be additionally hampered where we have outsourced the operation of IT Systems and information storage to third parties.

A security breach that results in the unauthorized disclosure of personal information could also expose us to liability under various laws and regulations across jurisdictions and increase the risk of litigation and governmental or regulatory investigation. Due to concerns about information security and integrity, a growing number of legislative and regulatory bodies have adopted breach notification and other requirements in the event that information subject to such laws is accessed by unauthorized persons and additional regulations regarding security of such information are possible. We are subject to an increasing number of reporting obligations, including, in some jurisdictions,an obligation to disclose our processes for assessing, identifying and managing material risks from cybersecurity threats, and we have had to, and may in the future need to, notify governmental authorities, affected individuals and other third parties with respect to cybersecurity incidents. For example, laws in the European Economic Area (the “EEA”), the UK and all 50 U.S. states may require businesses to provide notice to individuals whose personal information has been disclosed as a result of an information security breach. Some laws impose specific data breach reporting obligations if special categories of personal information that we process, such as health data, is disclosed as a result of an information security breach. Complying with such numerous and complex regulations in the event of an information security breach would be expensive and difficult, and failure to comply with these regulations could subject us to regulatory scrutiny, sanctions and additional liability. We may also be contractually required to notify business partners of a security incident. Regardless of our contractual protections, any actual or perceived security incident, or breach of our legal or contractual obligations, could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on information security and in responding to any such actual or perceived incident.

In addition, if a cyberattack or other security incident results in the loss, theft, misuse, or unauthorized disclosure of, access to or other processing of personal, confidential, or sensitive information belonging to our wholesale partners, consumers, suppliers, or employees, it could put us at a competitive disadvantage, result in the deterioration of our wholesale partners’ and consumers’ confidence in our brand, cause our

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suppliers to reconsider their relationship with our company or impose more onerous contractual provisions on us and subject us to potential litigation (including class action), liability, fines and penalties. For more information regarding risks related to data privacy and security, see “—Risks Related to Our Intellectual Property and Information Technology—We are subject to various laws, rules, regulations and guidelines relating to data privacy and security governing the use and processing of personal information. Changes in such laws, rules, regulations and guidelines, or any actual or perceived failure by us to comply with such laws, rules, regulations, guidelines or contractual or other obligations relating to data privacy and security, could lead to government enforcement actions (which could include administrative fines, civil or criminal penalties, suspension of processing activities and audits), private litigation or adverse publicity, any of which could have a material adverse effect on our reputation, results of operations, financial condition and cash flows.”

We are also reliant on the security practices of our third-party service providers, which may be outside of our direct control. These third parties, and the services provided by these third parties, which may include cloud-based services, are subject to the same risk of experiencing, and have experienced, outages, other failures and security breaches described above. IT Systems provided by third parties on which we rely also may be difficult to integrate with other tools due to their complexity, resulting in high data inconsistency and incompatibility. If these third parties fail to adhere to adequate security practices, or experience a breach of their systems, the information of our employees, wholesale partners, consumers and business associates may be improperly accessed, used, disclosed or otherwise processed, and we may potentially be held liable, or alleged to be liable, under certain laws or contractual obligations for the acts or omissions of our third-party providers. In addition, our providers may have broad discretion to change and interpret the terms of service and other policies with respect to us, and those actions may be unfavorable to our business operations. Our providers also may take actions beyond our control that could harm our business, including discontinuing or limiting our access to one or more services, increasing pricing terms, terminating or seeking to terminate our contractual relationship altogether, or altering how we are able to process information in a way that is unfavorable or costly to us. Although we expect that we could obtain similar services from other third parties, if our arrangements with our current providers were terminated, we could experience interruptions in our business, as well as delays and additional expenses in arranging for alternative services. Any loss or interruption to our IT Systems or the services provided by third parties could adversely affect our business, financial condition and results of operations.

We do not currently maintain cybersecurity insurance, and therefore the successful assertion of one or more large claims against us in connection with a breach or other cybersecurity-related matter could adversely affect our business and financial condition.

We rely on a large number of complex IT Systems. Any failure to operate, maintain and upgrade our IT Systems may materially and adversely affect our operations.

It is critical to our success that wholesale partners and consumers and potential new consumers within the countries we operate in are able to access our online services at all times. We operate on a combination of shared and individual, central or local IT Systems, including cloud-based infrastructure, and related solutions. Any failure of either central or local IT Systems and functions may disrupt the efficiency and functioning of all our operations. Updates or changes in the software or hardware technology may lead to failures of communication between our platforms and consumers in the course of the order transmission or other processes. We therefore rely on a large number of IT Systems, as well as local network and internet coverage, to manage the entire process, from the placing of and payment for orders online by consumers to the receipt of and confirmation of those orders by our backend systems, which creates significant complexity and negatively affects our ability to scale our business and realize cost savings.

We have made substantial investments into the development of our IT Systems, which form the backbone of our business operations. Due to the complexity of these IT Systems, we cannot rule out that they may cause or contribute to failures in the order transmission process or may prove less efficient than anticipated. In addition, a failure of any individual network carrier, IT System or IT provider would impact our ability to accurately predict the level of demand for our products, receive and transmit orders or to accept payment for orders. The efficient operation and scalability of our own IT Systems and the third-party IT Systems on which we rely is therefore critical to maintain operations and decision-making processes. We

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are currently in the process of upgrading our global SAP enterprise resource planning system across all our brands and may face risks related thereto, including an increased risk of cyberattacks or other security breaches. Furthermore, the continued operation and development of our IT Systems depends in part on the continued service of high-quality employees. The loss of the services of such key individuals could harm our ability to maintain our IT Systems, which could materially and adversely affect our operations.

It may become increasingly difficult to maintain and improve the availability of our platform, especially during peak usage times and as consumer traffic increases. If our online marketplace is unavailable when users attempt to access it or does not load as quickly as consumers expect, they may seek other services, and may not return to our online marketplace as often in the future, or at all. This would harm our ability to attract consumers and decrease the frequency with which consumers use our online marketplace. We expect to continue to make significant investments to maintain and improve the availability of our online marketplace and to enable rapid releases of new products. To the extent that we do not effectively address capacity constraints, respond adequately to service disruptions, upgrade our systems as needed or continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, results of operations and the price of our ordinary shares would be harmed. We have previously experienced service disruptions, and in the future, we may experience further service disruptions, outages, or other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints due to an overwhelming number of users accessing our platform simultaneously. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. For more information regarding risks related to our IT Systems, see “— Risks Related to Our Intellectual Property and Information Technology—A security breach or other disruption to our IT Systems could result in the loss, theft, misuse, unauthorized disclosure, or unauthorized access of wholesale partner, consumer, supplier, or sensitive company information or could disrupt our operations, which could damage our relationships with wholesale partners, consumers, suppliers or employees, expose us to litigation or regulatory proceedings, or harm our reputation, any of which could materially adversely affect our business, financial condition or results of operations.”

We are subject to various laws, rules, regulations and guidelines relating to data privacy and security governing the use and processing of personal information. Changes in such laws, rules, regulations and guidelines, or any actual or perceived failure by us to comply with such laws, rules, regulations, guidelines or contractual or other obligations relating to data privacy and security, could lead to government enforcement actions (which could include administrative fines, civil or criminal penalties, suspension of processing activities and audits), private litigation or adverse publicity, any of which could have a material adverse effect on our reputation, results of operations, financial condition and cash flows.

We are, and may increasingly become, subject to various laws, directives, industry standards, rules and regulations, as well as contractual obligations, related to data privacy and security in the jurisdictions in which we operate. We collect, maintain, use and otherwise process information, including personal information, available to us through online activities and other consumer interactions in our business as well as from individuals in other circumstances, such as employee and business contacts, and certain of our marketing practices rely upon e-mail, cookies, tracking technologies and other e-marketing technologies to communicate with consumers. Our current and future marketing programs may depend on our ability to collect, maintain, use and otherwise process this information, and our ability to do so is subject to evolving U.S. and other international laws and enforcement trends, including in the EEA and UK where European court and regulatory decisions are driving increased attention to cookies and tracking technologies.

The regulatory environment related to data privacy and security is increasingly rigorous, with new and constantly changing requirements applicable to our business, and is likely to remain uncertain for the foreseeable future. These laws, rules and regulations may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material adverse effect on our results of operations, financial condition and cash flows. If applicable data privacy and marketing laws become more restrictive at the international, federal or state levels, our compliance and other costs may increase, our ability to effectively engage consumers through personalized marketing may decrease and the effectiveness of our marketing may be limited, our investment in our e-commerce platform may not be fully realized or our systems may require significant changes, our opportunities for growth may be curtailed by our compliance burden, our margins may be adversely affected

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and our potential reputational harm or liability for security breaches or compliance violations may increase. Moreover, in light of the complex and evolving nature of privacy laws, including relating to certain categories of data (e.g., biometric and health data) and cookies and tracking technologies (including those in the EEA and the UK), there can be no assurances that we will be successful in our efforts to comply with such laws and associated regulatory expectations. Violations of such laws and associated regulatory expectations could result in regulatory investigations, fines, orders to cease or change our use of such technologies, as well as civil claims including class actions, and reputational damage.

In the United States, various federal and state regulators, including governmental agencies like the Federal Trade Commission, have adopted, or are considering adopting, laws, rules and regulations concerning personal information and information security and have prioritized privacy and information security violations for enforcement actions. Certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to personal information than federal, international or other state laws, and such laws may differ from each other, all of which may complicate compliance efforts. For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CPRA,” and collectively, “CCPA”), and several other state laws, which introduce new data protection and privacy rights, require covered companies to provide new disclosures, and in some cases introduce a private right of action for certain data breaches. State laws are changing rapidly and there is discussion in Congress of a new comprehensive federal data protection law to which we would become subject if it is enacted, which may add additional complexity, variation in requirements, restrictions and potential legal risks, require additional investment of resources in compliance programs, impact strategies and the availability of previously useful data, and could result in increased compliance costs or changes in business practices and policies.

We are also subject to international laws, rules, regulations and standards in many jurisdictions, which apply broadly to the collection, use, retention, security, disclosure, transfer and other processing of personal information. For example, in the EEA, we are subject to the European Union General Data Protection Regulation (“EU GDPR”), and, following the UK’s exit from the EU, we are subject in the UK to the UK General Data Protection Regulation and the UK Data Protection Act 2018 (“UK GDPR”), which currently imposes the same obligations as the EU GDPR in most material respects. However, the UK GDPR will not automatically incorporate future changes to be made to the EU GDPR (such changes would need to be specifically incorporated by the UK government), which creates a risk of divergent parallel regimes and related uncertainty. The EU GDPR and UK GDPR also impose strict rules on the transfer of personal information to countries outside of the EEA and the UK. As the enforcement landscape develops, and supervisory authorities issue further guidance on international data transfers, we could suffer additional costs, complaints and/or regulatory investigations or fines, we may have to make certain operational changes, we have had to and will have to implement revised transfer mechanisms for intragroup, customer and vendor arrangements within required time frames, the manner in which we provide our products could be affected, and it could adversely affect our business, operations and financial condition.

We are subject to evolving data privacy and security laws, rules and regulations in the PRC, particularly the Cybersecurity Law (“CSL”), the Data Security Law (“DSL”), and the Personal Information Protection Law (“PIPL”), along with their implementing regulations and standards. These laws require that any collection, use, transfer, and storage of personal information follow the three principles of legitimacy, justification, and necessity. Consent from the data subject is required, unless there are other legal bases for processing. Furthermore, operators of critical information infrastructure (“CIIOs”) and personal information handlers must locally store personal information and important data generated within the PRC, if it exceeds a certain threshold defined by relevant authorities. The CSL, DSL, and PIPL also specify rules for transferring personal information and important data outside the PRC. Compliance with security assessments or certifications by designated agencies or entering into approved standard contracts with overseas recipients are among the requirements for such transfers.

In addition to the CSL, the DSL and the PIPL, the relevant government authorities of the PRC promulgated several regulations or released a number of draft regulations for public comments which are designed to provide further implemental guidance in accordance with the laws mentioned above. We cannot predict what impact the new laws and regulations or the increased costs of compliance, if any, will have on our operations in the PRC, in particular the CSL, DSL or PIPL, or the increased costs of compliance, if any, will have on our operations in the PRC due to their recent enactment and the limited guidance

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available, particularly on PIPL, which entities are awaiting further guidance on, particularly on the scope of data localization requirement. It is also generally unclear how the laws will be interpreted and enforced in practice by the relevant government authorities as often, the abovementioned laws are drafted broadly and thus leave great discretion to the relevant government authorities to exercise.

We post our privacy policy and practices concerning our collection, use, retention, security, disclosure, transfer and other processing of personal information on our websites and provide similar policies to our employees. Although we endeavor to comply with legal obligations and our public statements and documentation, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy policies and other statements that provide promises and assurances about privacy and information security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices.

In addition, we are subject to the Payment Card Industry Data Security Standard (“PCI DSS”). PCI DSS is a specific set of comprehensive security standards imposed by payment card networks on companies that process credit card information, related to enhancing payment account information security, including, but not limited to, requirements for security management, policies, procedures and standards related to network architecture, software design and certification requirements. PCI DSS compliance is required in order to maintain credit card processing services and to provide our payment facilitation services. Additionally, we are also required to comply with payment card network operating rules, which are set and interpreted by the payment card networks. Payment card networks could adopt new operating rules or interpret or reinterpret existing rules in ways that might prohibit us from providing certain services to some consumers, be costly to implement, or difficult to follow. Moreover, compliance with PCI DSS does not guarantee a completely secure environment and, notwithstanding the results of a compliance assessment, there can be no assurance that payment card networks will not request further compliance assessments or set forth additional requirements binding on us to maintain access to credit card processing services. Compliance is an ongoing effort and the requirements evolve as new threats are identified. In the event that we were to lose PCI DSS compliance status (or fail to renew compliance under a future version of the PCI DSS), or if our information security systems are breached or compromised, we may be liable for card-issuing banks’ and our third-party payments processors’ costs, subject to fines and higher transaction fees, and lose our ability to accept credit and debit card payments from our consumers, process electronic funds transfers or facilitate other types of online payments, and our business, financial condition and results of operations could be materially and adversely affected.

All of these evolving compliance and operational requirements impose significant costs on us, such as costs related to organizational changes, implementing additional protection technologies, training associates and engaging consultants, which are likely to increase over time. Such requirements may require us to modify our data processing practices and policies, distract management or divert resources from other initiatives and projects, all of which could have a material adverse effect on our results of operations, financial condition and cash flows. Any failure or perceived failure by us to comply with any applicable federal, state or similar foreign laws, rules, regulations and guidelines relating to data privacy and security could result in damage to our reputation and our relationship with our wholesale partners and consumers, as well as proceedings or litigation by governmental agencies, wholesale partners or consumers, including class action privacy litigation in certain jurisdictions, which could subject us to significant fines, sanctions, awards, penalties, corrective measures or judgments, any of which could result in costly investigations and litigation, civil or criminal penalties (including against officers), operational changes, and negative publicity that could adversely affect our reputation, as well as our results of operations and financial condition.

Risks Related to Financial, Accounting and Tax Matters

We plan to primarily use cash from operations to finance our growth strategy, but may need to raise additional capital that may be required to grow our business, which we may not be able to raise on terms acceptable to us or at all.

While we intend to primarily finance our growth through the cash flows generated by our operations, we may need to seek additional capital, potentially through debt or equity financings, to fund our growth. Our ability to obtain additional capital, if and when required, will depend on our business plans, investor

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demand, our operating performance, market conditions, our credit rating and other factors. We cannot assure you that we will be able to raise needed cash on terms acceptable to us or at all. Failure to secure any necessary financing, including any refinancing of existing indebtedness, in a timely manner in our preferred currency, or on favorable terms could have a material adverse effect on our growth strategy. Financings may be on terms that are dilutive or potentially dilutive to our shareholders, and the prices at which new investors would be willing to purchase our securities may be lower than the price per share of our ordinary shares. The holders of any new securities may also have rights, preferences or privileges which are senior to those of existing holders of ordinary shares. If we raise additional capital through the sale of equity or convertible debt securities, you and our existing shareholders may experience substantial dilution, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a holder of our ordinary shares. If new sources of financing are required, but are insufficient or unavailable, we may be required to modify our growth and operating plans based on available funding, if any, which would harm our profitability, business, results of operation, financial condition and the price of our ordinary shares.

Our existing and any future indebtedness could adversely affect our ability to operate our business.

As of September 30, 2023, we had $2.1 billion of outstanding borrowings pursuant to our Senior Credit Facilities (as defined herein). Our facilities are secured by liens on our and certain of our subsidiaries’ assets, which are senior to any lien otherwise secured against our assets.

Our existing indebtedness has had, and any future indebtedness could have, important consequences, including financial covenants and restrictions on:

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incurrence of indebtedness;

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granting loans, guarantees or security interests;

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disposing of assets; and

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making or entering into acquisitions, joint ventures or mergers.

In addition, our indebtedness under the Senior Credit Facilities bear interest at a variable rate, making us vulnerable to increases in the market rate of interest. If the market rate of interest increases substantially, we will have to pay additional interest on this indebtedness, which would reduce cash available for our other business needs.

We may not have sufficient funds, and may be unable to generate sufficient cash flows from operations, to pay the amounts due under our existing debt instruments. Failure to make payments or comply with other covenants under our existing or future debt instruments could result in an event of default. If an event of default occurs and the lender accelerates the amounts due, we may need to seek additional financing, which may not be available on acceptable terms, in a timely manner or at all. In such event, we may not be able to make accelerated payments, and the lender could seek to enforce security interests, if any, in the collateral securing such indebtedness, which includes or could include substantially all of our assets. In addition, the covenants under our existing or future debt instruments, any pledge of our assets as collateral and any negative pledge with respect to our intellectual property could limit our ability to obtain additional debt financing. Any of these events could have a material and adverse effect on our business, financial condition, operating results, cash flows, and prospects. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness—Senior Facilities Agreement.”

Fluctuations in foreign currency exchange rates could harm our results of operations.

We report our consolidated financial results in U.S. dollars but have significant non-U.S. operations. Our functional currency is the euro. A large portion of our business is conducted in currencies other than U.S. dollars, in particular the euro, the Canadian dollar and Renminbi (“RMB”), and generally the applicable local currency is our functional currency in that locality. Our sales are generally made in local currencies, while the majority of our costs are paid in U.S. dollars or the euro. As a result, we face foreign currency exposure on the translation of net income, assets and liabilities of our operations in numerous jurisdictions into U.S. dollars, including on our outstanding indebtedness denominated in euro. Given the strength of the U.S. dollar against our key foreign currencies, including the euro, the Canadian dollar and RMB,

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translation into U.S. dollars for the periods presented results in lower profitability. In the future, if the U.S. dollar continues to be strong against local currencies, we will continue to see lower profitability; however, if the U.S. dollar were to weaken against the euro or RMB, translation into U.S. dollars could result in increased profitability.

Where possible, we manage foreign currency exposure through a variety of methods, including by financing each business unit in its functional currency and concentrating cash flows through centralized entities to limit the number of foreign currencies being utilized for purchases. Additionally, we enter into hedging arrangements to limit our exposure to foreign currency fluctuations for a significant portion of our cash flows, in particular with our most commonly used foreign currencies, including euros, Canadian dollars and RMB. The majority of our hedging arrangements are short-term and are usually rolled forward within the standard business cycle. Nonetheless, it is not practical for us to mitigate all of our foreign currency exposure, nor are we able to accurately predict the possible impact of future foreign currency exchange rate fluctuations on our results of operations, due to our constantly changing exposure to various foreign currencies, difficulty in predicting fluctuations in foreign currency exchange rates relative to the U.S. dollar and the significant number of foreign currencies involved. As we continue to expand our global operations, our exposure to foreign currency risk could become more significant and could have a significant and potentially adverse, effect on our results of operations.

Foreign exchange variations have been significant in the past and current foreign exchange rates may not be indicative of future exchange rates, and may be further impacted by the efforts of central banks to curb inflation, in the United States as well as in the other jurisdictions in which we operate and recognize sales and incur costs. Significant variations in foreign exchange rates may also make hedging contracts ineffective for hedge accounting purposes in future periods.

Our revenue and other operating income fluctuate on a seasonal basis.

We experience limited seasonal fluctuations in our revenue and other operating income, with a slightly higher portion of our revenue and earnings in the fourth fiscal quarter due to our higher share of fall and winter collections. Any decrease in revenue or margins during this period could have a material adverse effect on our results of operations, financial condition and cash flows. Seasonal fluctuations also affect our cash and inventory levels, since we usually manufacture and produce products, including for our wholesale partners in advance of our and their peak selling periods. We manufacture a significant amount of inventory before the winter seasons. As such, working capital requirements typically increase throughout our second and third fiscal quarters as inventory builds to support our peak shipping and selling period which typically occurs from August to December. If we are not successful in selling inventory, they may have to sell the inventory at significantly reduced prices or may not be able to sell the inventory at all, which could have a material adverse effect on our results of operations.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.

The preparation of financial statements in conformity with IFRS accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on a set of underlying data that may include our historical experience, knowledge of current events and conditions and on other factors that we believe to be reasonable under the circumstances at the time of the estimate, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue, inventory, impairment of goodwill and intangible assets with indefinite useful lives and share-based payments. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our ordinary shares.

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We could incur goodwill and other intangible asset impairment charges, which could harm our profitability.

We have goodwill and other intangible assets held on our balance sheet. We periodically review the carrying values of goodwill and other intangible assets to determine whether such carrying values exceed their recoverable amount, which is the higher of the asset or cash generating unit’s (“CGU”) fair value less costs of disposal and value in use. Declines in the profitability of individual reporting units due to economic or market conditions or otherwise, as well as adverse changes in financial, competitive and other conditions, including declines in the operating performance of our reportable segments or other adverse changes in the key valuation assumptions contributing to the estimated fair value of our reportable segments, could adversely affect the estimated fair values of the related reportable segments, which could result in an impairment of the recorded balances of goodwill or other intangible assets.

We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate the material weakness or if we identify additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

In connection with the preparation of our consolidated financial statements, we identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. Specifically, the material weakness related to (i) lack of consistent and proper application of accounting processes and procedures, defined control processes, including defined review and supervision roles in those control processes, and segregation of duties and (ii) insufficient resources with an appropriate level of technical accounting and SEC reporting expertise. We are in the process of implementing measures designed to improve our internal control over financial reporting and remediate the material weakness, including implementing new information technology and systems for the preparation of financial statements, implementing additional review procedures within our accounting and finance department, and hiring additional staff and engaging external accounting experts to support improving our accounting processes and procedures and supplement our internal resources in our computation processes. We cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the material weakness in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses.

In addition, neither our management nor an independent registered public accounting firm has performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) because no such evaluation has been required. As a public company, we will be required to certify our compliance with Section 404 of the Sarbanes-Oxley Act, which will require us to furnish annually a report by management on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 20-F. Moreover, beginning with our second annual report on Form 20-F, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting on an annual basis. Had we or our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional material weaknesses may have been identified. If we identify any additional material weaknesses, or we are unable to successfully remediate our existing material weakness or any future material weaknesses in our internal control over financial reporting, or if we cannot comply with the requirements of the Sarbanes-Oxley Act in a timely manner or attest that our internal control over financial reporting is effective, or if our independent registered public accounting firm cannot express an unqualified opinion as to the effectiveness of our internal control over financial reporting when required, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in the accuracy and completeness of our financial reporting and our share price may decline as a result, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

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If we are a “passive foreign investment company” ​(a “PFIC”) in the year of the offering or in any future year, a U.S. shareholder may be subject to adverse U.S. federal income tax consequences.

Under the Internal Revenue Code of 1986, as amended (the “Code”), we will be a PFIC for any taxable year in which, after the application of certain look-through rules with respect to our subsidiaries, either (i) 75% or more of our gross income consists of passive income or (ii) 50% or more of the average quarterly value of our assets consists of assets that produce, or are held for the production of, passive income (including cash). Passive income includes, among other things, dividends, interest, certain non-active rents and royalties, and capital gains. Based on the expected market price of our ordinary shares following this offering and the composition of our income and assets, including goodwill, we do not expect to be a PFIC for our 2024 taxable year or in the foreseeable future. However, the determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis applying principles and methodologies that are in some circumstances unclear, and whether we will be a PFIC in 2024 or any future taxable year is uncertain in several respects. Moreover, our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our ordinary shares, which may fluctuate substantially over time). Accordingly, there can be no assurance that we will not be a PFIC for any taxable year, and our U.S. counsel expresses no opinion with respect to our PFIC status, or with respect to our expectations regarding our PFIC status in 2024 or any future taxable year.

Certain adverse U.S. federal income tax consequences could apply to U.S. investors if we are treated as a PFIC for any taxable year during which such investors hold our ordinary shares. For further discussion, see “Taxation—Material U.S. Federal Income Tax Considerations for U.S. Holders.”

Adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.

We are subject to the examination of our tax returns by tax authorities in Finland, Germany, the United States, the PRC and the numerous other jurisdictions in which we have operations. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of its provision for income taxes. Although we believe our tax provisions are adequate, the final determination of tax audits and any related disputes could be materially different from our historical income tax provisions and accruals. In addition, we and our subsidiaries, as part of our ongoing operations, regularly engage in intercompany transactions and arrangements based on transfer pricing policies that we have implemented. Although we believe that our transfer pricing policies comply with applicable law, tax authorities in the jurisdictions in which we operate have in the past challenged and could in the future challenge our transfer pricing policies with respect to these transactions and arrangements. The results of audits, challenges or related disputes could have an adverse effect on our cash tax liabilities, effective tax rate, and financial statements for the period or periods for which the applicable final determinations are made.

We could be subject to changes in tax laws, tax regulations and tax treaties, including their interpretation and application, in the Cayman Islands, Finland, Germany, the United States, the PRC, or any other country in which we operate, which could result in additional tax liabilities or increased volatility in our effective tax rate.

We are subject to the tax laws in the Cayman Islands, Finland, Germany, the United States, the PRC and numerous other jurisdictions. Current economic and political conditions make tax laws, tax regulations and tax treaties, including their interpretation and application, in any jurisdiction subject to significant change. We earn a substantial portion of our income in countries around the world and are subject to the tax laws of those jurisdictions. A number of the jurisdictions in which we operate have recently reformed or changed their tax laws, regulations and tax treaties, such as the anti-tax avoidance directive adopted by the member states of the EU and the Inflation Reduction Act adopted by the United States which, among other changes, introduced a 15% corporate minimum tax on certain corporations, and many jurisdictions are considering other proposals to reform or change their tax laws, regulations and tax treaties, including minimum tax and tax-avoidance proposals being considered in connection with the OECD’s project on base erosion and profit shifting, and proposals in the United States. The adoption or implementation of these proposals could significantly impact how we are taxed on our earnings from operations in these jurisdictions. Although we cannot predict whether or in what form these proposals will be adopted, several of the proposals considered,

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if enacted into law, could have an adverse impact on our income tax expense and cash flows. Portions of our operations are subject to a reduced tax rate or are free of tax under various tax holidays and rulings. We also utilize tax rulings and other agreements to obtain certainty in treatment of certain tax matters. These tax holidays, rulings and agreements expire in whole or in part from time to time and may be extended when certain conditions are met or terminated if certain conditions are not met. The expiration or termination of any tax holidays, rulings or agreements, or changes in the conditions governing such tax holidays, rulings or agreements, could have an adverse effect on our effective income tax rate.

We could be required to collect additional sales taxes or be subject to other tax liabilities that may increase the costs our consumers would have to pay for our products and adversely affect our operating results.

In general, we have not historically collected state or local sales, use or other similar taxes in any jurisdictions in which we do not have a tax nexus, in reliance on court decisions or applicable exemptions that restrict or preclude the imposition of obligations to collect such taxes with respect to online sales of our products. In addition, we have not historically collected state or local sales, use or other similar taxes in certain jurisdictions in which we do have a physical presence, in reliance on applicable exemptions. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc., that state and local jurisdictions may, at least in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such jurisdiction. A number of states have already begun, or have positioned themselves to begin, requiring sales and use tax collection by remote vendors and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state. While we now collect, remit and report sales tax in all states that impose a sales tax, it is still possible that one or more jurisdictions may assert that we have liability for previous periods for which we did not collect sales, use or other similar taxes, and if such an assertion or assertions were successful it could result in substantial tax liabilities, including for past sales taxes and penalties and interest, which could materially adversely affect our business, financial condition and operating results.

Risks Related to Our Relationship with ANTA Sports

ANTA Sports may fail to perform under the business services agreement (“BSA”), or we may fail to have replacement systems and services in place when the BSA expires.

We expect that following the completion of this offering, ANTA Sports will continue to provide us with services related to certain shared functions in Greater China pursuant to a BSA we expect to enter into in connection with the consummation of this offering. See “Related Party Transactions—Transactions with ANTA Sports.” These services will be provided for terms of varying duration following the completion of this offering. We will rely on ANTA Sports to satisfy its obligations during the term of the BSA. Failure by ANTA Sports to perform these obligations, or any delay in or disruption to ANTA Sports’ ability to perform these obligations, could increase our costs of procuring these services, result in system or service interruptions, divert our management’s focus or otherwise adversely affect our business, results of operations or financial condition, potentially for an extended period of time. Furthermore, pursuant to the BSA, ANTA Sports will agree to perform the services for us in a manner consistent with the past practice of our business. As a result, our operational flexibility to implement changes with respect to these services or the amounts we pay for them will be limited, and we may not be able to implement changes in a manner desirable to us. In addition, we have historically received informal support from ANTA Sports, which may not be addressed in the BSA. The level of this informal support may diminish following the completion of this offering.

The services that ANTA Sports will provide to us pursuant to the BSA are subject to change over time. Upon the termination of the BSA in accordance with the terms thereof, or to the degree it is not renewed according to its terms, we will be required to create our own, or engage alternative third-party sources to provide, systems and services to replicate or replace many of the systems and services that ANTA Sports currently provides to us. However, we may not be able to successfully replicate or replace these services or obtain the services at the same or better quality, at the same or lower costs or otherwise on the same or more favorable terms and conditions from third parties. If we do not have our own systems and services, or comparable agreements with alternative third-party sources, in place when the BSA expires, our business, results of operations or financial condition could be adversely affected, including in the manner described in

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the preceding paragraph. For more information regarding risks related to cybersecurity, see “— Risks Related to Our Intellectual Property and Information Technology.”

We potentially could have received better terms from unaffiliated third parties than the terms in our agreements with ANTA Sports.

The agreements we have entered into, or will enter into in connection with this offering, with ANTA Sports, including the BSA and the procurement and sourcing of products, sharing of certain middle to back-office services, retail platform related transactions and licensing, have been negotiated by us during periods in which we did not have a board of directors or a management team independent of ANTA Sports. See “Related Party Transactions—Transactions with ANTA.” Arm’s-length negotiations for similar products and services with an unaffiliated third party may have resulted in more favorable terms to the unaffiliated third party.

Following this offering, some of our directors and officers may have actual or potential conflicts of interest because of their equity ownership in ANTA Sports, and service as directors and/or officers of ANTA Sports.

Because of their current or former positions with ANTA Sports, following this offering, some of our directors and executive officers may own shares of ANTA Sports or have options to acquire shares of ANTA Sports, and the individual holdings may be significant for some of these individuals compared to their total assets. Prior to the completion of this offering, our Chief Executive Officer was an officer of ANTA Sports. In addition, following the completion of this offering, certain of our directors will continue to serve as officers or directors of ANTA Sports. Pursuant to our amended and restated memorandum and articles of association, ANTA Sports will have the right to nominate a number of directors to our board of directors, to be designated by such shareholder. For so long as ANTA Sports and its affiliates together continue to beneficially hold (i) at least 30% of our then-outstanding ordinary shares, it shall have the right to nominate a total of five (5) candidates to serve as directors; (ii) at least 25% (but less than 30%) of our then-outstanding ordinary shares, it shall have the right to nominate a total of four (4) candidates to serve as directors; (iii) at least 20% (but less than 25%) of our then-outstanding ordinary shares, it shall have the right to nominate a total of three (3) candidates to serve as directors; (iv) at least 15% (but less than 20%) of our then-outstanding ordinary shares, it shall have the right to nominate a total of two (2) candidates to serve as directors; and (v) at least 10% (but less than 15%) of our then-outstanding ordinary shares, it shall have the right to nominate a total of one (1) candidate to serve as director. At the time ANTA Sports and its affiliates together beneficially hold less than 10% of our then-outstanding ordinary shares, it shall no longer have the right to nominate for election any candidates to serve as directors.

A director who has a material interest in a matter before our board of directors or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it in accordance with applicable law. In situations where a director has a material interest in a matter to be considered by our board of directors or any committee on which he or she serves, such director may be required to excuse himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Although all transactions with related parties after this offering will be approved by independent members of our board of directors that may meet in the absence of senior executive officers and non-independent directors, the ownership of ANTA Sports equity or service to ANTA Sports may create the appearance of conflicts of interest when the ANTA Sports-affiliated directors and officers are faced with decisions that could have different implications for ANTA Sports or us. For example, potential conflicts of interest could arise in connection with the resolution of any dispute that may arise between ANTA Sports and us regarding the terms of the BSA and the relationship thereafter between the companies. Potential conflicts of interest could also arise if we enter into commercial arrangements with ANTA Sports in the future. As a result of these actual or apparent conflicts, we may be precluded from pursuing certain growth initiatives.

While the board of directors believes that, given its size and structure, such actual or potential conflicts of interest can be managed adequately, including that the independent members of our board of directors may meet in the absence of senior executive officers and non-independent directors in respect of the relevant matter, the actual or perceived conflicts of interest that may arise could cause reputational or other harm.

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In addition, given these relationships, consumers as well as other third parties may confuse our business with that of our principal shareholder as well as any perceived link between our or our principal shareholder’s products, each of which could affect our business, competitive position and market perception.

Risks Related to Our Ordinary Shares and this Offering

We do not know whether an active trading market will develop or be sustained for our ordinary shares or what the market price of our ordinary shares will be, and, as a result, it may be difficult for you to sell your ordinary shares.

Prior to this offering, there has been no public market for our ordinary shares, and we cannot assure you that one will develop or be sustained after this offering. The initial public offering price for our ordinary shares will be determined through negotiations with the underwriters and may not bear any relationship to the market price at which our ordinary shares will trade after this offering or to any other established criteria of the value of our business. Although we intend to apply to have our ordinary shares approved for listing on the NYSE, an active trading market for our ordinary shares may never develop or be sustained following this offering. If an active market for our ordinary shares does not develop or is not sustained, it may be difficult for you to sell ordinary shares you purchase in this offering without depressing the market price for the shares or at all.

If you purchase ordinary shares in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our ordinary shares will be substantially higher than the pro forma as adjusted net tangible book value per ordinary share immediately after this offering. Therefore, if you purchase our ordinary shares in this offering, you will pay a price per ordinary share that substantially exceeds our pro forma as adjusted net tangible book value per ordinary share after this offering. In addition, you will pay more for your ordinary shares than the amounts paid by our existing owners. Based on an assumed initial public offering price of $      per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus, you will experience immediate dilution of $      per ordinary share (after giving effect to the Share Split), representing the difference between our pro forma as adjusted net tangible book value per ordinary share after giving effect to this offering and the initial public offering price. See “Dilution” for more details.

If securities analysts do not commence to publish or cease publishing research or reports or publish misleading, inaccurate or unfavorable research about us, our business or our market, or if they publish negative evaluations of our ordinary shares, the price and trading volume of our ordinary shares could decline.

The trading market for our ordinary shares is expected to be influenced, in part, by the research and reports that industry or financial analysts publish about us, our business, our market and our competitors. We do not currently have research coverage by industry or financial analysts. If no, or few, analysts commence coverage of us, the trading price of our ordinary shares would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our ordinary shares or publish inaccurate or unfavorable research about our business, or provide more favorable relative recommendations about our competitors, the price of our ordinary shares could decline. If one or more industry or financial analysts fail to regularly publish reports on us or if one or more of these analysts cease to cover our business, we could lose visibility in the market, which in turn could cause the price or trading volume of our ordinary shares to decline.

The market price of our ordinary shares may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our ordinary shares in this offering.

The market price of our ordinary shares could be subject to significant fluctuations after this offering, and may decline below the initial public offering price. In addition, securities markets worldwide have experienced, and are likely to continue to experience, extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your

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ordinary shares at or above the initial public offering price. The market price for our ordinary shares may be influenced by many factors, including the other factors described in this “Risk Factors” section.

In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted against that company. Any lawsuit to which we are a party, with or without merit, may result in an unfavorable judgment. We also may decide to settle lawsuits on unfavorable terms. Any such negative outcome could result in payments of substantial damages or fines, damage to our reputation or adverse changes to our offerings or business practices. Such litigation may also cause us to incur other substantial costs to defend such claims and divert management’s attention and resources.

We will be a foreign private issuer and, as a result, we will not be subject to the U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Upon consummation of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act and although we are subject to Cayman laws and regulations with regard to such matters and intend to furnish quarterly financial information to the SEC, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, although we intend to provide quarterly information on Form 6-K. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

As a foreign private issuer within the meaning of the NYSE corporate governance rules, we are permitted to rely on exemptions from certain of the NYSE corporate governance standards, including the requirement that a majority of our board of directors consist of independent directors. Our reliance on such exemptions may afford less protection to holders of our ordinary shares.

The corporate governance rules of the NYSE require listed companies to have, among other things, a majority of independent directors and independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. For as long as we choose to rely on the foreign private issuer exemption to certain of the NYSE corporate governance standards, our board of directors’ approach to governance may be different from that of a board of directors of a U.S. domestic company, and, as a result, the management oversight of our company may be more limited than if we were subject to all of the NYSE corporate governance standards. While a majority of the directors on our board of directors are independent directors, as long as we rely on the foreign private issuer exemption to certain of the NYSE corporate governance standards, a majority of the directors on our board of directors may not be required to be independent directors. Additionally, we currently intend to follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the NYSE in respect of the following:

•

the requirement of the NYSE listing rules that the compensation committee and the nominating and governance committee of the board of directors be composed entirely of independent directors;

•

the requirement of the NYSE listing rules that a listed issuer obtain shareholder approval when it establishes or materially amends a stock option or purchase plan or other arrangement pursuant to which stock may be acquired by officers, directors, employees or consultants;

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•

the requirement of the NYSE listing rules that a listed issuer obtain shareholder approval prior to issuing or selling securities (or securities convertible into or exercisable for common stock) that equal 20% or more of the issuer’s outstanding common stock or voting power prior to such issuance or sale; and

•

the requirement of the NYSE listing rules that the independent directors have regularly scheduled meetings with only the independent directors present.

Accordingly, our shareholders will not have the same protection afforded to shareholders of companies that are subject to all of the NYSE corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.

We will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our ordinary shares. You may not agree with our management’s decisions. The failure by our management to apply these funds effectively could result in financial losses that could cause the price of our ordinary shares to decline and delay the development of our products. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. You will not have the opportunity to influence our decisions on how to use the net proceeds from this offering.

Because we do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

Our amended and restated memorandum and articles of association permits us to pay dividends. We currently intend to retain any future earnings to fund the development and expansion of our business, and, therefore, we do not anticipate paying cash dividends on our ordinary shares but our board of directors may choose to do so at any point if it is in the best interests of the Company and our shareholders. Any future determination to pay dividends will be at the discretion of our board of directors, subject to applicable laws, and will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either a profit or share premium account, provided that in no circumstances may a dividend be paid if it would result in the company being unable to pay its debts as they fall due in the ordinary course of business. In addition, we are governed by the laws of the Cayman Islands and our amended and restated memorandum and articles of association, under which there is no minimum mandatory dividend payable to our shareholders and no established periodicity for the distribution of dividends. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. As a result, capital appreciation, if any, of our ordinary shares will be your sole source of gain for the foreseeable future. See “Dividend Policy.”

A significant portion of our issued and outstanding ordinary shares is restricted from immediate resale but may be sold into the market in the near future, which could cause the market price of our ordinary shares to drop significantly, even if our business is doing well.

Sales of a substantial number of our ordinary shares in the public market, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our ordinary shares and could impair our ability to raise capital through the sale of additional equity securities. After this offering, we will have                  ordinary shares outstanding based on the number of ordinary shares outstanding as of December 31, 2023 (after giving effect to the Share Split). This includes the ordinary shares that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by persons otherwise restricted from selling. The remaining                  ordinary shares are currently restricted as a result of securities laws or lock-up agreements but will become eligible to be sold at various times after the offering as described in the section of this prospectus titled “Shares Eligible for Future Sale.” The lock-up agreements include customary exceptions, and the representatives of the underwriters may release some or all of the ordinary shares subject to lock-up agreements at any time and without notice, which would allow for earlier sales of shares in the public market.

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Moreover, beginning 180 days after the completion of this offering or earlier waiver or release of the lockup, holders of an aggregate of                 our ordinary shares, will have rights, subject to specified conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other shareholders. We also intend to register all ordinary shares that we may issue under our equity compensation plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates and the lock-up agreements described in the “Underwriting” section of this prospectus.

In the future, we may also issue additional securities if we need to raise capital or make acquisitions, which could constitute a material portion of our then-issued and outstanding ordinary shares.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs, particularly as we hire additional financial and accounting employees to meet public company internal control and financial reporting requirements and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, which in turn could make it more difficult for us to attract and retain qualified members of our board of directors.

We are evaluating these rules and regulations and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. If we fail to comply with new laws, regulations and standards, regulatory authorities could initiate legal proceedings against us, and our business could be harmed.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon completion of this offering, we will become subject to certain reporting requirements of the Exchange Act. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit in accordance with U.S. securities laws is accumulated and communicated to management, recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.

Our amended and restated memorandum and articles of association will designate the Grand Court of the Cayman Islands as the exclusive forum for substantially all disputes between us and our shareholders, and the federal district court as the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act, the Exchange Act or other securities laws, which could limit our shareholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated memorandum and articles of association, which will become effective immediately prior to the completion of this offering, will provide that, unless we consent in writing to the

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selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or any other person, (iii) any action or proceeding arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the Companies Act of the Cayman Islands (the “Companies Act”), our amended and restated memorandum and articles of association, or any other provision of applicable law, (iv) any action or proceeding seeking to interpret, apply, enforce or determine the validity of our amended and restated memorandum and articles of association or (v) any action or proceeding as to which the Companies Act confers jurisdiction on the Grand Court of the Cayman Islands shall be the Grand Court of the Cayman Islands, in all cases subject to the court having jurisdiction over indispensable parties named as defendants.

Our amended and restated memorandum and articles of association will also provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action under the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or other securities laws. Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to these provisions. However, shareholders will not be deemed to have waived our compliance with U.S. federal securities laws and the rules and regulations thereunder.

These exclusive forum provisions may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. The enforceability of similar choice of forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. If a court were to find the exclusive forum provisions in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could adversely affect our results of operations.

We are a Cayman Islands exempted company with limited liability. The rights of our shareholders, including with respect to fiduciary duties and corporate opportunities, may be different from the rights of shareholders governed by the laws of U.S. jurisdictions.

We are a Cayman Islands exempted company with limited liability. Our corporate affairs are governed by our amended and restated memorandum and articles of association and by the laws of the Cayman Islands. The rights of our shareholders and the responsibilities of members of our board of directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions. In particular, as a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (1) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (2) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (3) directors should not properly fetter the exercise of future discretion; (4) duty to exercise powers fairly as between different sections of shareholders; (5) duty to exercise independent judgment; and (6) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. However, following a declaration being made pursuant to the Articles of Association of the Company, subject to any separate requirement for audit committee approval under applicable law or the rules and regulations of the NYSE, and unless disqualified by the chairman of the relevant board meeting, a director may vote in respect of any contract or proposed contract or arrangement in which such director is interested and may be counted in the quorum at such meeting. Conversely, under Delaware corporate law, a director has a fiduciary duty to the corporation and its shareholders and the director’s duties prohibit self-dealing by a director and mandate that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. See “Description of Share Capital — Comparison of Cayman Islands Corporate Law and U.S. Corporate Law.”

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Our shareholders may face difficulties in protecting their interests because we are a Cayman Islands exempted company.

Our corporate affairs are governed by our amended and restated memorandum and articles of association, by the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under the laws of the Cayman Islands are not as clearly defined as under statutes or judicial precedent in existence in jurisdictions in the United States. Therefore, you may have more difficulty protecting your interests than would shareholders of a corporation incorporated in a jurisdiction in the United States, due to the comparatively less well-developed Cayman Islands law in this area.

Specifically, subject to limited exceptions, under Cayman Islands’ law, a minority shareholder may not bring a derivative action against the board of directors. Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar. Further, while Cayman Islands law allows a dissenting shareholder to express the shareholder’s view that a court sanctioned reorganization of a Cayman Islands company would not provide fair value for the shareholder’s shares, Cayman Islands statutory law does not specifically provide for shareholder appraisal rights in connection with a court sanctioned reorganization (by way of a scheme of arrangement). This may make it more difficult for you to assess the value of any consideration you may receive in a corporate reorganization (approved by way of a scheme of arrangement) or to require that the acquirer gives you additional consideration if you believe the consideration offered is insufficient. However, the Companies Act does provide a mechanism for a dissenting shareholder in a statutory merger or consolidation to apply to the Grand Court of the Cayman Islands for a determination of the fair value of the dissenter’s shares if it is not possible for the company and the dissenter to agree on the fair value of such shares within the time limits prescribed by the Companies Act.

In addition, shareholders of Cayman Islands exempted companies have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain information needed to establish any facts necessary for a shareholder motion.

U.S. civil liabilities and certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and the majority of our operations and current assets are conducted and located outside the United States. Most of our directors and executive officers reside outside the United States, and substantially all of their assets are located outside the United States. As a result, it may be difficult to effect service of process within the United States upon these persons. It may also be difficult to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors who are not resident in the United States and the substantial majority of whose assets are located outside of the United States.

Further, it is unclear if original actions predicated on civil liabilities based solely upon U.S. federal securities laws are enforceable in courts outside the United States, including in the Cayman Islands. Courts of the Cayman Islands may not, in an original action in the Cayman Islands, recognize or enforce judgments of U.S. courts predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States on the grounds that such provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, courts of the Cayman Islands will recognize and enforce a foreign judgment of a court of competent jurisdiction if such judgment is final and conclusive and for a liquidated sum, provided it is not in respect of taxes or a fine or penalty, is not inconsistent with a Cayman Islands’ judgment in respect of the same matters, and was not obtained by fraud or in a manner which is contrary to the public policy of the Cayman Islands. In addition, a Cayman Islands court may stay proceedings if concurrent proceedings are being brought elsewhere.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this prospectus can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others.

Forward-looking statements appear in a number of places in this prospectus and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under the section titled “Risk Factors” in this prospectus. These risks and uncertainties include factors relating to:

•

the strength of our brands;

•

changes in market trends and consumer preferences;

•

intense competition that our products, services and experiences face;

•

harm to our reputation that could adversely impact our ability to attract and retain consumers and wholesale partners, employees, brand ambassadors, partners, and other stakeholders;

•

reliance on technical innovation and high-quality products;

•

general economic and business conditions worldwide, including due to inflationary pressures;

•

the strength of our relationships with and the financial condition of our third-party suppliers, manufacturers, wholesale partners and consumers;

•

ability to expand our DTC channel, including our expansion and success of our owned retail stores and e-commerce platform;

•

our plans to innovate, expand our product offerings and successfully implement our growth strategies that may not be successful, and implementation of these plans that may direct divert our operational, managerial and administrative resources;

•

our international operations, including any related to political uncertainty and geopolitical tensions;

•

our and our wholesale partners’ ability to accurately forecast demand for our products and our ability to manage manufacturing decisions;

•

our third party suppliers, manufacturers and other partners, including their financial stability and our ability to find suitable partners to implement our growth strategy

•

the cost of raw materials and our reliance on third-party manufacturers;

•

our distribution system and ability to deliver our brands’ products to our wholesale partners and consumers;

•

climate change and sustainability or ESG-related matters, or legal, regulatory or market responses thereto;

•

changes to trade policies, tariffs, import/export regulations and anti-competition regulations in the United States, EU, PRC and other jurisdictions, or our failure to comply with such regulations;

•

ability to obtain approvals from PRC authorities to list on the U.S. exchanges and offer securities in the future;

•

ability to obtain, maintain, protect and enforce our intellectual property rights in our brands, designs, technologies and proprietary information and processes;

•

ability to defend against claims of intellectual property infringement, misappropriation, dilution or other violations made by third parties against us;

•

security breaches or other disruptions to our IT systems;

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•

our reliance on a large number of complex IT systems;

•

changes in government regulation and tax matters;

•

our ability to remediate our material weakness in our internal control over financial reporting;

•

our relationship with ANTA Sports;

•

our expectations regarding the time during which we will be a foreign private issuer; and

•

other risk factors.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of an unanticipated event.

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USE OF PROCEEDS

We expect to receive total estimated net proceeds of approximately $      (or $      if the underwriters’ over-allotment option is exercised in full), based on an assumed initial public offering price of $     per ordinary share, which is the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and offering expenses that are payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price per ordinary share would increase (decrease) our net proceeds, after deducting estimated underwriting discounts and commissions and offering expenses, by $      . Similarly, each increase (decrease) of 1,000,000 ordinary shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately $      , assuming the assumed initial public offering price of $      per ordinary share remains the same, and after deducting estimated underwriting discounts and commissions and offering expenses.

We intend to use the net proceeds we receive from this offering to repay all of our outstanding borrowings under our existing shareholder loans, JVCo Loan 1, JVCo Loan 2, Co-Invest Loan 1 and Co-Invest Loan 2 (each as defined below), after giving effect to the Equitization, and any remaining net proceeds to repay a portion of our outstanding borrowings under the Revolving Facility (as defined below). See “Summary—​IPO-Related Transactions—Shareholder Loan Equitization.”

Each of the shareholder loans mature on March 26, 2029. JVCo as the lender under JVCo Loans 1 and 2 and the Co-Invest as the lender under Co-Invest Loans 1 and 2 have each temporarily suspended the accrual of interest under such loans subsequent to December 31, 2022 in contemplation of this offering and the related equitization and repayment of the loans in connection therewith. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Indebtedness—Loans with Related Parties.”

The Revolving Facility matures on September 29, 2025 and bears interest at the relevant reference rate (being EURIBOR for loans in EUR and Term SOFR for loans in U.S. dollars) plus 3.25%. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Indebtedness—Senior Facilities Agreement.”

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. We cannot predict with certainty all of the particular uses for the net proceeds of this offering or the amounts that we will actually spend on the uses set forth above. As a result, our management will have broad discretion in applying the net proceeds of this offering, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

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DIVIDEND POLICY

We have never declared nor paid any cash dividends on our ordinary shares. Our amended and restated memorandum and articles of association permits us to pay dividends. We currently intend to retain all available funds and any future earnings to fund the development and expansion of our business, and we do not anticipate paying any cash dividends but our board of directors may choose to do so at any point if it is in the best interests of the Company and our shareholders. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors subject to applicable laws, and will depend on then-existing conditions, including our financial condition, results of operation, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. Our Senior Facilities Agreement (as defined herein) restricts our ability to make distributions, including dividends, subject to certain exceptions.

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CAPITALIZATION

The table below sets forth our cash and cash equivalents and total capitalization as of September 30, 2023:

•

on an actual basis; and

•

on an as adjusted basis to give effect to (1) the Reclassification, (2) the Share Split, (3) the Equitization and (4) our sale of the ordinary shares in the offering, and the receipt of approximately $       in estimated net proceeds, based on an assumed initial public offering price of $       per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deduction of the estimated underwriting discounts and commissions and offering expenses payable by us in connection with the offering, and the use of proceeds therefrom as described under “Use of Proceeds.”

You should read this table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” “Description of Share Capital” and our consolidated financial statements, including the notes thereto included elsewhere in this prospectus.

​	As of September 30, 2023
​	Actual			As Adjusted
​	($ in millions)
Cash and cash equivalents	​	$	284.2	​	$
Short-term debt	​	​	​	​	​	​
Revolving Facility	​	​	331.9	​	​	​
Term Loan Facility	​	​	—	​	​	​
Loans from related parties(1)	​	​	—	​	​	—
Other debt	​	​	50.0	​	​	​
Long-term debt	​	​	​	​	​	​
Revolving Facility	​	​	—	​	​	​
Term Loan Facility	​	​	1,784.9	​	​	​
Loans from related parties(1)	​	​	4,012.8	​	​	—
Other debt	​	​	—	​	​	​
Share capital	​	​	​	​	​	​
Class A voting shares, EUR 0.10 par value, 150,000,000 shares authorized, 115,220,745 issued and outstanding actual; 0 shares authorized, 0 issued and outstanding, as adjusted(2)	​	​	640.4	​	​	—
Class B non-voting shares, EUR 0.10 par value, 5,000,000 shares authorized, 352,193 issued and outstanding actual; 0 shares authorized, 0 issued and outstanding, as adjusted(2)	​	​	1.8	​	​	—
Ordinary shares, EUR      par value, 0 shares authorized, 0 issued and outstanding actual;         shares authorized,         issued and outstanding, as adjusted(2)	​	​	—	​	​	​
Reserves	​	​	13.1	​	​	​
Accumulated deficit	​	​	(651.8)	​	​	​
Non-controlling interests	​	​	5.3	​	​	​
Total equity(1)	​	​	8.8	​	​	​
Total capitalization	​	$	6,188.4	​	$	​

(1)

Includes JVCo Loan 1 (as defined below), with outstanding borrowings thereunder of $2.6 billion; JVCo Loan 2 (as defined below), with outstanding borrowings thereunder of $1.4 billion; Co-Invest Loan 1 (as defined below), with outstanding borrowings thereunder of $7.5 million; and Co-Invest Loan

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2 (as defined below), with outstanding borrowing thereunder of $3.9 million. $       billion of JVCo Loan 1 and $       million of Co-Invest Loan 1 are expected to be equitized immediately prior to the completion of this offering, and all remaining borrowings under each of the loans from related parties are expected to be repaid with net proceeds from this offering. See “Use of Proceeds” and “Related Party Transactions—Loans with Related Parties.” As adjusted loans from related parties reflects that there will be no outstanding loans from related parties after the application of net proceeds from this offering.

JVCo as the lender under JVCo Loans 1 and 2 and the Co-Invest as the lender under Co-Invest Loans 1 and 2 have each temporarily suspended the accrual of interest under such loans subsequent to December 31, 2022 in contemplation of this offering and the related equitization and repayment of the loans in connection therewith. The temporary suspension of interest on each of JVCo Loan 1, JVCo Loan 2, Co-Invest Loan 1 and Co-Invest Loan 2 is accounted for as a capital contribution. The portion of borrowings of JVCo Loan 1 and Co-Invest Loan 1 subject to equitization will be treated as credit to equity as shareholder contribution, and therefore has no associated gains or losses.

As adjusted total equity reflects an increase in equity of $       billion and $       million as a result of the equitization of a portion of JVCo Loan 1 and Co-Invest Loan 1, respectively, and of $      as a result of this offering.

(2)

Immediately prior to the consummation of this offering, we intend to redesignate and reclassify each of the issued and outstanding class A voting shares and each of the issued and outstanding class B non-voting shares into a single class of ordinary shares. As adjusted authorized, issued and outstanding shares reflect the effect of the Reclassification, resulting in no issued and outstanding shares of class A voting shares or class B non-voting shares.

A $1.00 increase (decrease) in the assumed initial public offering price of $       per ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) each of our as adjusted cash and cash equivalents, capital reserves and total equity by $       million, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares in the number of ordinary shares offered by us would increase (decrease) each of our as adjusted cash and cash equivalents, capital reserves and total equity by $       million, assuming the assumed initial public offering price of $       per ordinary share remains the same, and after deducting estimated underwriting discounts and commissions and offering expenses payable by us.

The number of ordinary shares that will be issued and outstanding after this offering is based on        ordinary shares outstanding as of December 31, 2023, upon the effectiveness of the Reclassification and the Share Split, and excludes:

•

       ordinary shares issuable on the exercise of options outstanding as of December 31, 2023, under our 2019 ESOP with a weighted-average exercise price of EUR     per ordinary share;

•

       ordinary shares issuable on the exercise of options outstanding as of December 31, 2023, under our 2023 ESOP with a weighted-average exercise price of EUR     per ordinary share; and

•

       ordinary shares reserved for issuance under our 2019 ESOP, 2023 ESOP and 2024 Amer Sports Equity Incentive Plan, plus any future increases in the number of ordinary shares reserved for issuance thereunder, as more fully described in the section titled “Management—Equity Incentive Plans—Existing Plans.”

The financial statements and the related notes thereto included elsewhere in this prospectus, including the share and per share information, are presented only on a historical basis and therefore do not reflect the Share Split.

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DILUTION

Information in this Dilution section and elsewhere in this prospectus, other than our historical financial information, reflects a       -for-1 share split of our ordinary shares to occur after the effectiveness of the registration statement of which this prospectus forms a part and prior to the closing of this offering.

If you invest in our ordinary shares in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our ordinary shares and the as adjusted net tangible book value per share of our ordinary shares immediately after this offering. Dilution in as adjusted net tangible book value per ordinary share to new investors represents the difference between the price per ordinary shares paid by purchasers of our Class A ordinary shares in this offering and the as adjusted net tangible book value per ordinary share immediately after the completion of the offering.

At September 30, 2023, we had a net tangible book value of $       million, corresponding to a net tangible book value of $       per ordinary share. Net tangible book value represents the amount of our total assets less our total liabilities, excluding goodwill and other intangible assets. Net tangible book value per ordinary share represents net tangible book value divided by       , the total number of our ordinary shares outstanding at September 30, 2023.

After giving effect to (1) the Reclassification, (2) the Share Split, (3) the Equitization and (4) the sale by us of the        ordinary shares offered by us in the offering, and assuming an initial public offering price of $      per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and offering expenses payable by us, our net tangible book value estimated at September 30, 2023 would have been $       million, representing $       per ordinary share. This represents an immediate increase in net tangible book value of $      per ordinary share to existing shareholders and an immediate dilution in net tangible book value of $       per ordinary share to new investors purchasing ordinary shares in this offering.

The following table illustrates this dilution to new investors purchasing ordinary shares in the offering.

Assumed initial public offering price per ordinary share	​	​	$
Net tangible book value per ordinary share at September 30, 2023	$		​	​
Increase in net tangible book value per ordinary share attributable to new investors	​	​	​	​
As adjusted net tangible book value per ordinary share after the offering	​	​	​	​
Dilution per ordinary share to new investors	​	​	$	​

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering. A $1.00 increase (decrease) in the assumed initial public offering price of $       per ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) our as adjusted net tangible book value per share after this offering by $      per ordinary share and increase (decrease) the immediate dilution to new investors by $       per share, in each case assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and offering expenses payable by us. Similarly, each increase of 1,000,000 shares in the number of ordinary shares offered by us would increase our as adjusted net tangible book value by $       per ordinary share and decrease the dilution to new investors by $       per share, and each decrease of 1,000,000 shares in the number of ordinary shares offered by us would decrease our as adjusted net tangible book value by $       per ordinary share and increase the dilution to new investors by $       per ordinary share, in each case assuming the assumed initial public offering price of $       per ordinary share, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and offering expenses payable by us.

The following table summarizes, as of September 30, 2023, on as adjusted basis as described above, the number of our ordinary shares, the total consideration and the average price per ordinary share (1) paid to us by existing shareholders and (2) to be paid by new investors acquiring our ordinary shares in this offering at an assumed initial public offering price of $       per share, the midpoint of the estimated price range

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set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and offering expenses payable by us.

​	Shares Purchased			Total Consideration					Average Price Per Ordinary Share
​	Number	Percent		Amount			Percent		​	​	​
Existing shareholders		​	%	​	$		​	%	​	$
New investors	​	​	​	​	​	​	​	​	​	​	​
Totals	​	​	100.0%	​	$	​	​	100.0%	​	$

Each $1.00 increase (decrease) in the assumed initial public offering price of $      per ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors and total consideration paid by all shareholders by $      million, assuming that the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares in the number of ordinary shares offered by us would increase (decrease) the total consideration paid by new investors and total consideration paid by all shareholders by $      million, assuming the assumed initial public offering price of $      per ordinary share, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and offering expenses payable by us.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto, included elsewhere in this prospectus, as well as the information presented under “Presentation of Financial and Other Information” and “Summary Financial and Other Information.” The following discussion and analysis includes forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed elsewhere in this prospectus. See “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” The information in this section does not give effect to the Share Split.

Overview

Amer Sports is a global group of iconic sports and outdoor brands, including Arc’teryx, Salomon, Wilson, Atomic and Peak Performance. Our brands are known for their detailed craftsmanship, unwavering authenticity, premium market positioning and compelling market shares in their categories. We pride ourselves on cutting-edge innovation, technical performance and ground-breaking designs that allow athletes and everyday consumers to perform better every day. Through partnerships with industry influencers and elite athletes, and in collaboration with the various communities we serve, we develop next-generation products that define winning moments in sports. Our brands are creators of exceptional apparel, footwear, equipment, protective gear and accessories that we believe give our consumers the confidence and comfort to excel.

Our brands are our stars, constantly elevating the consumer experience and creating thriving communities. We empower our brands to pursue market-shaping leadership and set the standard for quality, performance and brand experience globally. While our brands have established heritage and market leadership today, significant runway remains ahead. We are excited about our future and the opportunity to drive growth in each of our three reportable segments: Technical Apparel, Outdoor Performance and Ball & Racquet Sports. Our segments comprise our “brand clusters,” which reflect both how our consumers engage with our products and how we manage our business. Each segment is led by one of our core brands: Arc’teryx, Salomon and Wilson.

Arc’teryx is a technical outdoor apparel brand inspired by the Canadian Coast Mountains and built on the principle of obsessive, precise design and production. Arc’teryx gear pushes the boundaries of performance and enables adventurers to excel in their outdoor pursuits in the mountains, in the backcountry and on some of the world’s most technical climbs. The products are known for their minimalist design, and sleek and streamlined aesthetic, along with new, innovative features that continually advance outdoor activities. Product quality, from the materials to the design, allows Arc’teryx to command premium pricing as evidenced by its best-selling “hardshell” jacket in North America, the Alpha SV. Overall, Arc’teryx combines beautiful, innovative products and an authentic brand experience that extends beyond apparel, fostering communities and bringing people together across all regions of the world who share a passion for the outdoors.

Born in the French Alps in 1947, Salomon creates premium innovative footwear, apparel, winter sports equipment and accessories. Since its founding, Salomon has been fueled by a culture of design, craftmanship, continuous innovation, and performance inspired by progress, the outdoors and athletes. The brand first produced metal ski edges and expanded into releasable ski bindings before launching industry changing rear-entry ski boots and monocoque skis. The brand’s leadership in winter sports helped to propel it into a diverse portfolio of sports and products including footwear and apparel. Today, Salomon is a market leader in global trail running footwear and premium hiking footwear, with products recognized for their performance, style, durability and sustainability. Over 60% of Salomon’s revenue in 2022 came from footwear, while also having leading market positions in its legacy winter sports equipment categories (skis, snowboards, boots, bindings, goggles, helmets, etc.), creating a 365-day, year-round brand serving all seasons for mountain sport consumers.

Founded in 1914 in Chicago, Illinois, Wilson Sporting Goods is a leading manufacturer of high-performance sports equipment, apparel, footwear and accessories. The Wilson Sporting Goods portfolio is made up of the iconic Wilson brand, as well as Louisville Slugger, DeMarini, EvoShield and ATEC. Collectively, these brands bring more than three centuries of innovation, history and heritage to a variety of

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mainstream sports. As a multi-sports platform, Wilson drives innovation and product excellence by leveraging learnings across the brands’ various disciplines, including tennis, baseball and basketball, among other sports. The Wilson brand has a legacy as the top-of-the-line sports equipment and is associated with legendary athletes, including Roger Federer, Russell Wilson and Jamal Murray. In addition, Wilson is the official partner of professional sports leagues, including the NBA, WNBA, NFL, the US Open and Roland Garros Grand Slam Tennis Championships, as well as the NCAA, making Wilson products integral to performance in sport. These athletes and leagues are a testament to the credibility and reputation of Wilson’s track record of innovation and superior products.

While Arc’teryx, Salomon and Wilson stand tall and lead our three segments, our other brands appropriately fit our sports-oriented portfolio. Brands such as Atomic and Peak Performance enhance our scale, competitive positioning and diversification across sports categories. Together, our brands enable us to lead and compete in various sports segments and drive the continued success of our portfolio.

We excel at identifying, developing and defining brands that meet our corporate vision. We empower these brands to autonomously connect with consumers and develop products to drive growth. Our platform supports the brands via scaled infrastructure and financial controls to accelerate performance. We believe that the size and diversification of our platform mitigates risks and provides financial flexibility to invest prudently to meet the continuously evolving needs of consumers, to develop competitive advantages and to drive growth across the brands through a relentless focus on innovation. We also believe that our platform enables efficient integration, scaling and optimization of target opportunities that fit within our portfolio, as well as critical insight to inform divestiture decisions.

We govern our brands through management across the finance, supply chain, sustainability, communication, legal and compliance functions, among other areas. At the same time, we enable our brands through our group’s incubator model that provides shared learnings from data analytics across the platform as well as from the economies of scale and synergies of shared resources, including supplier services, distribution and logistics, human resources and enterprise IT infrastructure. We further serve our brands through access to shared, centralized business services, including customer service and treasury management functions. All together, these resources empower our brand leadership teams to focus on serving consumers through brand, product and go-to-market strategies that drive performance, and our global and scaled operating model enables larger, robust brand organizations to independently flourish.

Our Business Model

Our brands are guided by a consumer-first mindset and meet consumers exactly where they shop. We generate revenue from the sale of our products through direct-to-consumer and wholesale channels:

•

Direct-to-Consumer includes sales of our brands’ products through (i) owned e-commerce websites and (ii) owned retail stores, which include elevated brand stores that drive consumer engagement and factory outlet stores which serve as a liquidation channel for us. The DTC channel accounted for 29.5% of our revenue in 2022, 27.1 % in 2021 and 21.7% in 2020, as well as 32.8% of our revenue for the nine months ended September 30, 2023, and 27.2% for the nine months ended September 30, 2022.

•

Wholesale includes sales of our brands’ products through general sporting goods retailers, specialty stores, independently-operated partner stores, distributors, retailer-owned and third-party e-commerce websites as well as revenue from certain licensing arrangements. The wholesale channel accounted for 70.5% of our revenue in 2022, 72.9% in 2021 and 78.3% in 2020, as well as 67.2% of our revenue for the nine months ended September 30, 2023, and 72.8% for the nine months ended September 30, 2022.

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Our Segments

We operate our business through the following three reportable business segments, which reflect how we cluster our brands on the basis of similar consumer, product, marketing and operating factors:

•

Technical Apparel.   Technical Apparel includes outdoor apparel, footwear and accessories and consists of our Arc’teryx and Peak Performance brands.

•

Outdoor Performance.   Outdoor Performance includes outdoor apparel, footwear, accessories and winter sports equipment and consists of our Salomon, Atomic, Armada and ENVE brands.

•

Ball & Racquet Sports.   Ball & Racquet Sports includes sports equipment, apparel and accessories and consists of our Wilson, Louisville Slugger, DeMarini, EvoShield and ATEC brands, all of which we refer to as the Wilson Sporting Goods portfolio.

For additional information about our three reportable business segments, see “Business — Our Brands and Products,” Note 4, “Segment Reporting,” to our audited consolidated financial statements and Note 3, ‘‘Segment Reporting,” to our unaudited interim consolidated financial statements, each included elsewhere in this prospectus.

Key Factors Affecting Our Results of Operations

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this prospectus titled “Risk Factors.”

Ability to Innovate and Develop Products

We believe that product innovation lives at the center of who we are as a company and our brands are relentlessly focused on designing innovative and high-quality products that our consumers demand. Our innovation process leverages our brand specific innovation centers and our dedicated research and design employees, many of whom use our products to participate in sports and outdoor activities. We also collaborate closely with our professional athlete brand ambassadors, who provide valuable insights into product design and performance that is used to inform and improve our innovation process. Further, our global DTC platform allows us to leverage data-driven insights from consumers across our brands to improve product development and innovation. This process and feedback loop allows us to drive innovation across our brands’ existing product categories to deliver cutting-edge performance for consumers globally.

We believe our brands’ core product portfolios provide a base for growth and we are continuously evaluating opportunities to improve those products through innovation. Historically, we have successfully expanded our brands’ product categories by leveraging our innovation capabilities along with our strong brand equity and we intend to continue developing and introducing new products into underpenetrated and growing categories, particularly soft goods, across our brands. Nonetheless, developing new products is a complex, time-consuming process and may require significant capital investment. A new product may not achieve a successful launch or may not generate sufficient consumer interest and market acceptance to become a profitable product in the expected time frame, for the expected cost, or at all. In order to remain competitive within the product markets, distribution channels and geographies we currently compete in, we must continue to invest in innovation and develop, promote and bring to market new high-quality products.

Ability to Execute Our Multi-Channel Strategy

Our brand-direct operating model allows our brands to execute their own curated go-to-market strategy to best align with their consumers’ shopping behavior. Since the Acquisition in 2019, we have evolved our go-to-market strategy to emphasize a closer connection with our consumers through various distribution channels. We have experienced growth in the DTC channel across both owned retail and e-commerce, driven primarily by our Technical Apparel segment, led by the Arc’teryx brand, as well as our Outdoor Performance segment to a lesser extent. Since January 1, 2019, we have increased our net store count

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to over 330 owned retail stores as of September 30, 2023, representing an increase of approximately 69%. We believe we have the opportunity to significantly increase the number of new stores globally across our brands. Our owned retail stores, particularly Arc’teryx stores, have demonstrated strong productivity levels and our owned retail rollout strategy looks to repeat and improve store productivity in the future. In addition, e-commerce has grown from 11.2% of our revenue in 2020 to 14.5% in 2022 and has further grown to 14.6% for the nine months ended September 30, 2023, and we believe we have significant runway to expand our digital penetration as we grow our brands’ awareness across geographies. We believe our DTC strategy provides significant benefits including the ability to personalize and control the consumer experience, generate impactful consumer data insights, capture a larger share of the value chain and improve gross margins in certain geographies, and certain brands and channels, highlighted to date by our Arc’teryx retail store rollout. We generally experience higher gross margins in our DTC channel. Effective implementation of our DTC strategy is integral to the continued growth of our business but it also involves continued investment. As we further penetrate the DTC channel, we expect additional capital expenditures to support our ongoing global owned retail store roll-out.

Our Outdoor Performance and Ball & Racquet Sports segments primarily operate through the wholesale channel. The brands within these segments partner with strategic, premium wholesale partners such as well-known sporting goods retailers and specialty retailers dedicated to outdoor activities such as running. These wholesale partners provide access to our target consumers and drive brand awareness. While we expect to further penetrate the DTC channel across all our brands, including those within the Outdoor Performance and Ball & Racquet Sports segments, the wholesale channel will remain an integral part of our go-to-market strategy and overall growth opportunity, and we intend to maintain our relationships with our wholesale partners and continue to provide new and innovative products as well as brand marketing within the channel.

Ability to Grow into New Geographies

Our market expansion strategy has been a key driver of our recent revenue growth and we have identified additional sizable, growing and underpenetrated geographic markets where we plan to continue to execute our expansion strategy, most notably in North America, Europe and Greater China. Across all of our brands’ markets, we plan to focus on increasing brand awareness, deepening DTC penetration, and optimizing our relationships with key wholesale partners as market conditions permit. We have demonstrated that we have the capabilities to drive growth in various geographic markets; however, our ability to successfully expand our business will depend on a number of factors, including our innovation, marketing efforts and consumer acceptance of our products. We expect that selling and marketing expenses to support these initiatives will continue to grow with anticipated revenue growth as we scale.

Ability to Manage a Global Supply Chain

Due to the multi-brand and global nature of Amer Sports, we operate with a complex global supply chain. While each brand manages its individual supply chain, they leverage the global scale and capabilities of the Amer Sports platform to drive efficiency. Our platform allows us to establish strategic partnerships with key suppliers and retail partners across multiple markets and channels, where we further leverage our scale to drive flexible manufacturing capacity and supply chain optimization. We are focused on the continued growth of our brands’ apparel and footwear products, and as a result we expect the portion of our brands’ products being manufactured by third parties will continue to increase. We are focused on diversifying our supplier network, maintaining multiple manufacturing sources and expanding our distribution footprint. However, as we continue to scale our own manufacturing facilities, third-party sourcing and logistics footprint and distribution centers, we may be impacted by increased costs relating to our expansion efforts, including with respect to raw materials, labor, transportation and sustainability initiatives in an evolving regulatory and public opinion environment. Disruptions in our supply chain operations due to these or other factors could result in product shortages, declining sales, reputational damage or significant costs. Additionally, increasing geopolitical tensions could result in difficulty utilizing our global supply chain, whether due to sanctions, tariffs, or public perceptions of our operations in certain countries. See “Risk Factors — Risks Related to Our Distribution Network and Suppliers — Increasing restrictions or additional requirements on products from certain areas, such as the U.S. Uyghur Forced Labor Prevention Act, may require us to incur additional costs, disrupt our value chain, or otherwise adversely impact our operations and financial condition.”

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Ability to Manage Inventory

Our ability to grow has been, and will continue to be, dependent on the availability of the right inventory at the right time, at the right place. Our global, data-driven approach to demand planning together with an integrative approach between sales, demand, and supply planning has enabled rapid growth while maintaining premium brand positioning. Incorrect inventory levels could result in missed sales opportunities, higher expenses, including higher freight costs due to a higher share of air-freighted product and increased distribution costs, and higher discounts towards wholesale partners and consumers, as well as higher or lower levels of working capital.

Seasonality

We experience some seasonal fluctuations in our revenue and operating results. Historically, we have realized a slightly higher portion of our revenue and earnings in the fourth quarter of the fiscal year, primarily due to higher sales through our DTC channel compared to the rest of the year and a higher share of fall and winter collections in our Technical Apparel and Outdoor Performance segments. For example, we generated 34%, 33% and 38% of our total revenue in the fourth quarter of fiscal years 2022, 2021 and 2020, respectively. Our Ball & Racquet Sports segment is generally more consistent across fiscal quarters. Working capital requirements typically increase throughout our second and third fiscal quarters as inventory builds to support our peak shipping and selling period which typically occurs from August to December. Cash provided by operating activities is typically highest in our first fiscal quarter due to the significant inflows associated with our peak selling season. We believe our strategy to broaden our assortment within the soft goods categories across all our brands, including for example Arc’teryx’s enhanced focus on spring and summer collections, could lead to increasingly balanced revenue and results of operations throughout the fiscal year.

Foreign Currency Exposure

We report our consolidated financial results in U.S. dollars but have significant non-U.S. operations. Our functional currency is the euro. A large portion of our business is conducted in currencies other than U.S. dollars, in particular the euro, the Canadian dollar and Renminbi (“RMB”), and generally the applicable local currency is our functional currency in that locality. As a result, we face foreign currency exposure on the translation of net income, assets and liabilities of our operations in numerous jurisdictions into U.S. dollars, including on our outstanding indebtedness denominated in euro. In fiscal year 2022, fiscal year 2021 and fiscal year 2020, we generated 64.9%, 66.6% and 66.6%, respectively, of our revenue in currencies other than U.S. dollars, which in fiscal year 2022 included 21.6% in euros, 7.5% in Canadian dollars and 14.2% in RMB. In the same respective fiscal years, our total purchased and manufactured goods in currencies other than U.S. dollars were 18.9%, 19.7% and 20.1%, which in fiscal year 2022 included 16.5% in euros and 1.1% in RMB. For the nine months ended September 30, 2023 and 2022, we generated 66.8% and 62.7%, respectively, of our revenue in currencies other than U.S. dollars, which for the nine months ended September 30, 2023 included 18.3% in euros, 7.1% in Canadian dollars and 18.9% in RMB. In the same respective periods, our total purchased and manufactured goods in currencies other than U.S. dollars were 16.6% and 18.9%, which for the nine months ended September 30, 2023 included 14.9% in euros and 0.8% in RMB. Given the strength of the U.S. dollar against our key foreign currencies, including the euro, the Canadian dollar and RMB, translation into U.S. dollars, for the periods presented results in lower profitability due to foreign currency exposure. In the future, if the U.S. dollar continues to be strong against our local currencies, we will continue to see lower profitability due to foreign currency exposure; however, if the U.S. dollar were to weaken against the euro or RMB, it could result in increased profitability.

Where possible, we manage foreign currency exposure through a variety of methods, including by financing each business unit in its functional currency and concentrating cash flows through centralized entities to limit the number of foreign currencies being utilized for purchases. Additionally, we enter into hedging arrangements to limit our exposure to foreign currency fluctuations for a significant portion of our cash flows, in particular with our most commonly used foreign currencies, including euros, Canadian dollars and RMB. Such hedging arrangements may include foreign exchange forward contracts and options, interest rate swaps, interest rate options and cross-currency swaps. The majority of our hedging arrangements are short-term and are usually rolled forward within the standard business cycle. Nonetheless, it is not practical for us to mitigate all of our foreign currency exposure, nor are we able to accurately

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predict the possible impact of future foreign currency exchange rate fluctuations on our results of operations, due to our constantly changing exposure to various foreign currencies, difficulty in predicting fluctuations in foreign currency exchange rates relative to the U.S. dollar and the significant number of foreign currencies involved. As we continue to expand our global operations, our exposure to foreign currency risk could become more significant.

Macroeconomic Trends

Macroeconomic factors affect consumer spending patterns and thereby our results of operations. These factors include general economic conditions, inflation, consumer confidence, employment rates, business conditions, the availability of credit, interest rates, tax rates, fuel, energy and freight costs and impacts of public health crises, such as the COVID-19 pandemic. Factors that impact consumer discretionary spending, which remains volatile globally, continue to create a complex and challenging retail environment for us and our retail partners worldwide. By diversifying our supply chain and consumer geographical concentration, we seek to reduce our exposure to impacts on our business from macroeconomic volatility, including as a result of economic downturns in a single region. We intend to continue to evaluate and adjust our operating strategies to help further mitigate any impacts on our results of operations resulting from broader macroeconomic conditions, while remaining focused on the long-term growth of our business.

In addition, changes, potential changes or uncertainties in regulatory and economic conditions or laws and policies governing foreign trade, manufacturing, and development and investment in the territories and countries where we operate, or sell our products could adversely affect our business, results of operations, and financial condition. In particular, trade tensions have escalated in recent years between the United States and the PRC. There could be legislative actions limiting outsourcing manufacturing and production activities to jurisdictions outside the United States, including through tariffs or penalties. It may be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with any such changes. Further, the emergence of any such trade barriers could adversely affect our operating margins, which exceeds the margins of the business overall in the region. See “Risk Factors — Risks Related to Litigation and Regulation — Changes to trade policies, tariffs, import/export regulations and anti-competition regulations in the United States, EU, PRC and other jurisdictions, or our failure to comply with such regulations, may have a material adverse effect on our reputation, business, financial condition and results of operations.”

Comparability of Our Results of Operations

Discontinued Operations

During the years ended December 31, 2022 and December 31, 2021, we completed the divestitures of our Suunto and Precor businesses, respectively. All income and expenses of each of the Precor and Suunto businesses have been reported as discontinued operations for the full years 2022, 2021 and 2020, while the related assets and liabilities have been classified as assets and liabilities held-for-sale as of December 31, 2021 and January 1, 2021, respectively. During the years ended December 31, 2021 and 2020, we recognized impairment charges on the carrying value of Suunto’s net assets in the amounts of $77.5 million and $20.8 million, respectively. During the year ended December 31, 2022 we recognized a loss on disposal on the sale of our Suunto business in the amount of $5.5 million, offset by a $4.8 million gain relating to a final purchase price adjustment relating to the Precor divestiture. During the year ended December 31, 2021 we recognized a gain on disposal in the amount of $116.0 million upon the sale of our Precor business. See Note 29, “Discontinued Operations and Assets and Liabilities Held for Sale,” to our audited consolidated financial statements and Note 18, “Discontinued Operations and Assets and Liabilities Held for Sale,” to our unaudited interim consolidated financial statements, each included elsewhere in this prospectus.

Public Company Costs

Following the completion of this offering, we expect to incur additional costs associated with operating as a public company. In particular, we expect our accounting, legal and personnel-related expenses and insurance costs to increase as we establish more comprehensive compliance and governance functions,

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establish, maintain and review internal controls over financial reporting, and prepare and distribute periodic reports in accordance with SEC rules. Our financial statements following this offering will reflect the impact of these expenses.

Key Financial Metrics

Management regularly reviews a number of metrics, including the following key financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. Management believes the non-IFRS financial measures presented below are useful in evaluating our performance, in addition to our financial results prepared in accordance with IFRS. See “—Non-IFRS Financial Measures” for additional information on the non-IFRS financial measures and a reconciliation to the most comparable IFRS financial measures.

​	For the Nine Months Ended September 30,						For the Year Ended December 31,
​	2023			2022			2022			2021			2020
​	($ in millions)
Revenue	​	$	3,053.4	​	$	2,350.1	​	$	3,548.8	​	$	3,066.5	​	$	2,446.3
Constant Currency Revenue (1)	​	$	3,103.3	​	​	—	​	$	3,771.1	​	$	2,982.9	​	​	—
Net loss	​	$	(113.9)	​	$	(104.4)	​	$	(252.7)	​	$	(126.3)	​	$	(237.2)
Net loss margin	​	​	(3.7)%	​	​	(4.4)%	​	​	(7.1)%	​	​	(4.1)%	​	​	(9.7)%
EBITDA (2)	​	$	401.1	​	$	234.2	​	$	225.5	​	$	388.7	​	$	281.6
Adjusted EBITDA (2)	​	$	422.1	​	$	261.8	​	$	453.0	​	$	416.8	​	$	311.4
Adjusted EBITDA Margin (2)	​	​	13.8%	​	​	11.1%	​	​	12.8%	​	​	13.6%	​	​	12.7%
Adjusted Net Income (2)	​	$	(94.2)	​	$	(75.5)	​	$	(29.9)	​	$	(98.7)	​	$	(170.0)
Segment Revenue	​			​			​			​			​
Technical Apparel	​	$	1,042.7	​	$	658.8	​	$	1,095.5	​	$	950.7	​	$	685.4
Outdoor Performance	​	$	1,144.4	​	$	902.8	​	$	1,416.5	​	$	1,235.7	​	$	1,091.6
Ball & Racquet Sports	​	$	866.3	​	$	788.5	​	$	1,036.7	​	$	880.1	​	$	669.3
Segment Adjusted Operating Profit	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Technical Apparel	​	$	186.0	​	$	71.3	​	$	171.4	​	$	164.2	​	$	117.2
Outdoor Performance	​	$	103.2	​	$	46.9	​	$	117.6	​	$	91.7	​	$	81.8
Ball & Racquet Sports	​	$	55.6	​	$	64.2	​	$	60.9	​	$	57.2	​	$	31.7

(1)

This is a non-IFRS financial measure. For more information regarding our use of this measure and its usefulness to investors, see “—Non-IFRS Financial Measures” below.

(2)

This is a non-IFRS financial measure. For more information regarding our use of this measure and its usefulness to investors, as well as a reconciliation to the most comparable IFRS financial measure, see “—Non-IFRS Financial Measures” below.

Constant Currency Revenue

As we are a global company, the comparability of our revenue reported in U.S. dollars is also affected by foreign currency exchange rate fluctuations because the underlying currencies in which we transact change in value over time compared to the U.S. dollar. These rate fluctuations can have a significant effect on our reported results. As a result, in addition to financial measures prepared in accordance with IFRS, our revenue discussions often contain references to constant currency measures, which are calculated by translating the current period reported amounts using the actual exchange rates in use during the comparative prior period, in place of the exchange rates in use during the current period. For a further discussion of how we utilize, and limitations of, this non-IFRS financial measure, see “—Non-IFRS Financial Measures.”

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

We define EBITDA as net loss plus income tax expense, finance cost, depreciation and amortization and minus finance income, from both continuing and discontinued operations. We define Adjusted EBITDA

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as EBITDA with adjustments to exclude results from discontinued operations, restructuring expenses, impairment losses on goodwill and intangible assets, expenses related to M&A activities, expenses related to certain legal proceedings and share-based payments. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin may not be comparable to similarly titled metrics of other companies due to differences in methods of calculation. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. For a reconciliation of EBITDA and Adjusted EBITDA to net loss and a reconciliation of Adjusted EBITDA Margin to net loss margin and for a further discussion of how we utilize, and limitations of, these non-IFRS measures see “—Non-IFRS Financial Measures.”

Adjusted Net Income

We define Adjusted Net Income as net loss with adjustments for loss from discontinued operations, restructuring expenses, impairment losses on goodwill and intangible assets, expenses related to M&A activities, expenses related to certain legal proceedings, share-based payments and related income tax expense. Adjusted Net Income may not be comparable to similarly titled metrics of other companies due to differences in methods of calculation. For a reconciliation of Adjusted Net Income to net loss and for a further discussion of how we utilize, and limitations of, this non-IFRS measure see “—Non-IFRS Financial Measures.”

Segment Adjusted Operating Profit

We define Segment Adjusted Operating Profit as loss before tax for the segment plus finance cost and minus finance income with adjustments for certain purchase price adjustments, restructuring expenses, impairment losses on goodwill and intangible assets, expenses related to M&A activities and expenses related to certain legal proceedings. Segment Adjusted Operating Profit is a measure of operating performance of our reportable segments and may not be comparable to similar measures reported by other companies. Segment Adjusted Operating Profit is a performance metric utilized by the Company’s Chief Operating Decision Maker to allocate resources to and assess performance of the Company’s segments. See Note 4, “Segment Reporting,” to our audited consolidated financial statements and Note 3, “Segment Reporting,” to our unaudited interim consolidated financial statements, each included elsewhere in this prospectus.

Components of Our Results of Operations

Revenue

Revenue primarily consists of sales of our products, but also includes limited services and license fees. Revenue can fluctuate as a result of changes in volume, price, product and channel mix and foreign currency exchange rates. Revenue is recognized at the point in time when control of the products or services are transferred to the customer in accordance with the terms of delivery. Revenue from the sale of products within the DTC channel is generally recognized upon delivery for e-commerce customers or at the point the customer purchases the goods at our owned retail stores. Revenue within the DTC channel is revenue net of any value added tax, discounts, incentives, rebates or estimated returns. Revenue from the sales of products within the wholesale channel is generally recognized when the goods have been delivered to the wholesale partner’s specified location, when we deliver the goods to the carrier or when the wholesale partner obtains the goods from our warehouses. Following delivery, the wholesale partner has the primary responsibility for onward sales and bears the risks of obsolescence and loss. Revenue within the wholesale channel is revenue net of any discounts, incentives or rebates. Revenue from services, which primarily comprise freight services to customers of our goods, is recognized at the point in time upon the delivery of the goods when the control has been transferred to the customer. Revenue from license fees is recognized as a component of our wholesale revenue when the applicable counterparty manufactures or sells products bearing our trademarks. License income based on fixed license agreements is recognized evenly throughout the financial year, while license income determined by sales volumes is recognized during the financial year as the licensee generates sales revenue.

We generally offer DTC customers of our products the right to return or exchange merchandise purchased within 14–30 days of receipt, while certain of our contracts provide wholesale partners a right to

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return goods within a specified period. A refund liability is recognized as a reduction of sales and a right of return asset is recognized as a reduction of cost of goods sold, based on both historical experience and anticipated future returns.

Cost of Goods Sold

Cost of goods sold consist primarily of all costs directly related to generating revenue. Cost of goods sold can fluctuate as a result of changes in volume, product mix, foreign currency exchange rates and inflation.

Cost of goods sold for our owned manufactured goods includes all raw materials, labor and related overhead. Cost of goods sold for sourced goods includes the purchase costs and related overhead. Overhead includes all costs related to manufacturing or sourcing goods, including costs of planning, purchasing, quality control, depreciation and amortization of owned manufacturing facilities and equipment, amortization of intangible assets, employee compensation, inbound and outbound freight, duties, non-refundable taxes and shrink and valuation reserves.

Selling and Marketing Expenses

Selling expenses consist primarily of expenses to support our wholesale partner relationships and consumer support teams and enable the delivery of products to wholesale partners and consumers through our e-commerce platform and owned retail stores. These expenses include: personnel expenses for sales and technical representatives, warehouses, our owned websites, processing fees in the DTC channel and depreciation expenses.

Marketing expenses consist primarily of advertising and marketing promotions, both offline and digital campaigns as well as trade marketing and consumer marketing, including sponsorships and endorsements of our products, as well as related overhead costs. We intend to continue to invest in our marketing capabilities in the future and expect this expense to increase in absolute dollars in future periods as we release new products and expand into new geographies. Marketing expense as a percentage of total revenue may fluctuate from period to period based on total revenue and the timing of our investments in marketing functions as these investments may vary in scope and scale over future periods.

Administrative and Other Expenses

Administrative and other expenses consist of costs incurred in our corporate offices, primarily related to personnel costs, including salaries, variable incentive compensation, benefits, other professional service costs, corporate facilities costs, costs related to accounting and professional fees as well as IT, depreciation, amortization related to software and patents and other rights. We have invested considerably in this area to support the growing volume and complexity of the business and anticipate continuing to do so in the future. In addition, in connection with this offering, we expect to incur certain transaction-related costs. Following this offering, we anticipate a significant increase in accounting, legal and professional fees associated with being a public company. Other expenses also include research and development (“R&D”) expenses, certain non-recurring expenses such as minor losses on sale of assets and unrealized foreign exchange losses related to the revaluation of accounts receivable or accounts payable balances of non-operational currencies in entities dealing with several currencies.

Impairment Losses

Impairment losses consist of impairments on goodwill and certain trademarks of the Peak Performance business, which were recorded in 2022, a loss on receivables relating to our Mavic cycling business, which was recorded in 2020, as well as losses on trade receivables.

Other Operating Income

Other operating income consists of government subsidies (including COVID-19 pandemic-related subsidies and certain other economic subsidies), insurance compensation for general business losses, gains on the sale of non-current assets as well as other non-recurring income, such as patent settlements.

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Finance Income

Finance income consists of interest earned on cash and equivalent balances and other financial income.

Finance Cost

Finance cost consists of interest cost on loans, lease obligations, pensions and derivatives, as well as foreign exchange gains and losses and other finance costs.

Income Tax Expense

Taxation consists primarily of current and deferred income tax and a small component of withholding tax.

Loss from Discontinued Operations, net of tax

Loss from discontinued operations consists of gains and losses on the sale of discontinued operations and operational results until the sale of businesses reported as discontinued operations.

Results of Operations

The following table sets forth our results of operations for the periods presented.

​	For the Nine Months Ended September 30,						For the Year Ended December 31,
​	2023			2022			Restated 2022 (1)			Restated 2021 (1)			Restated 2020 (1)
​	($ in millions)
Revenue	​	$	3,053.4	​	$	2,350.1	​	$	3,548.8	​	$	3,066.5	​	$	2,446.3
Cost of goods sold	​	​	(1,460.5)	​	​	(1,188.5)	​	​	(1,785.2)	​	​	(1,560.9)	​	​	(1,297.4)
Gross profit	​	$	1,592.9	​	$	1,161.6	​	$	1,763.6	​	$	1,505.6	​	$	1,148.9
Selling and marketing expenses	​	​	(956.8)	​	​	(754.3)	​	​	(1,107.6)	​	​	(962.6)	​	​	(733.2)
Administrative and other expenses	​	​	(392.2)	​	​	(299.8)	​	​	(415.1)	​	​	(364.4)	​	​	(277.3)
Impairment losses	​	​	(4.6)	​	​	(0.9)	​	​	(201.7)	​	​	(0.7)	​	​	(20.5)
Other operating income	​	​	3.3	​	​	2.2	​	​	11.4	​	​	9.0	​	​	7.2
Operating profit	​	$	242.6	​	$	108.7	​	$	50.6	​	$	186.9	​	$	125.1
Finance income	​	​	4.5	​	​	2.1	​	​	3.3	​	​	2.3	​	​	1.6
Finance cost (2)	​	​	(296.6)	​	​	(168.5)	​	​	(236.5)	​	​	(279.0)	​	​	(274.1)
Net finance cost	​	$	(292.1)	​	$	(166.4)	​	$	(233.2)	​	$	(276.7)	​	$	(272.5)
Loss before tax	​	$	(49.5)	​	$	(57.7)	​	$	(182.6)	​	$	(89.8)	​	$	(147.4)
Income tax expense	​	​	(64.4)	​	​	(24.9)	​	​	(48.3)	​	​	(34.7)	​	​	(26.2)
Loss from continuing operations	​	$	(113.9)	​	$	(82.6)	​	$	(230.9)	​	$	(124.5)	​	$	(173.6)
Loss from discontinued operations, net of tax	​	​	—	​	​	(21.8)	​	​	(21.8)	​	​	(1.8)	​	​	(63.6)
Net loss	​	$	(113.9)	​	$	(104.4)	​	$	(252.7)	​	$	(126.3)	​	$	(237.2)
Loss attributable to:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Equity holders of the company	​	$	(115.6)	​	$	(104.4)	​	$	(252.7)	​	$	(126.3)	​	$	(237.2)
Non-controlling interests	​	$	1.7	​	$	—	​	​	—	​	​	—	​	​	—

(1)

The audited consolidated financial statements included herein have been restated due to certain changes in accounting principles, classification and corrections of errors from previously published audited consolidated financial statements. For further information on the restatements of our audited

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consolidated financial statements for the fiscal years 2022, 2021 and 2020, see Note 3, “Changes in accounting principles and correction of errors,” to our audited consolidated financial statements included elsewhere in this prospectus.

(2)

Includes interest expense relating to the shareholder loans expected to be repaid and canceled in connection with this offering of $167.5 million and $100.6 million for the nine months ended September 30, 2023 and 2022, respectively, and $138.5 million, $142.9 million and $132.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. See “Related Party Transactions—​Loans with Related Parties.”

Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022

Revenue

The following table sets forth our revenue disaggregated by channel and geography.

​	For the Nine Months Ended September 30,
​	2023			2022
​	($ in millions)
Channel Revenues	​	​	​	​	​	​
Wholesale	​	$	2,051.1	​	$	1,710.4
DTC	​	​	1,002.3	​	​	639.7
E-Commerce	​	​	445.4	​	​	303.4
Retail	​	​	556.9	​	​	336.2
Total	​	$	3,053.4	​	$	2,350.1
Geographic Revenues	​	​	​	​	​	​
EMEA	​	$	998.5	​	$	814.6
Americas	​	​	1,226.4	​	​	1,027.6
Greater China (1)	​	​	593.0	​	​	353.8
Asia Pacific (2)	​	​	235.4	​	​	154.1
Total	​	$	3,053.4	​	$	2,350.1

(1)

Consists of mainland China, Hong Kong, Macau and Taiwan.

(2)

Excludes Greater China.

Revenue for the nine months ended September 30, 2023 increased by $703.3 million, or 29.9%, compared to the nine months ended September 30, 2022, primarily driven by an increase in consumer demand in the Technical Apparel segment as Greater China re-opened following the COVID-19 lockdowns in 2022, as well as increased sales in the Outdoor Performance segment as product supply normalized following the pandemic. Revenue on a constant currency basis for the nine months ended September 30, 2023 increased by $753.2 million, or 32.1%, compared to the nine months ended September 30, 2022.

Revenue generated by the wholesale channel for the nine months ended September 30, 2023 increased by $340.7 million, or 19.9%, to $2,051.1 million, compared to $1,710.4 million for the nine months ended September 30, 2022, primarily driven by increased sales volume in the Technical Apparel and Outdoor Performance segments due to supply chain recovery which allowed retailers to accelerate re-stocking. Revenue generated by the DTC channel for the nine months ended September 30, 2023 increased by $362.7 million, or 56.7%, to $1,002.3 million, compared to $639.7 million for the nine months ended September 30, 2022, primarily driven by an increase in consumer demand in North America and Greater China and a net opening of 33 owned retail stores.

Revenue increased for the nine months ended September 30, 2023 across all geographic regions. The Americas grew by $198.8 million, or 19.3%, driven mainly by Technical Apparel and DTC channel growth. Greater China grew by $239.2 million, or 67.6%, driven by increased consumer demand following the

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COVID-19 lockdowns in 2022, mainly in the Technical Apparel and Outdoor Performance segments. Revenue in EMEA grew by $183.9 million or 22.6%, driven by improved sales in the Outdoor Performance segment through the wholesale channel. Revenue in Asia Pacific (excluding Greater China) grew by $81.4 million or 52.8%, driven by increased sales volume in the Technical Apparel segment due to supply chain recovery which allowed retailers to accelerate re-stocking.

Cost of Goods Sold

Cost of goods sold for the nine months ended September 30, 2023 increased by $272.0 million, or 22.9%, to $1,460.5 million, compared to $1,188.5 million for the nine months ended September 30, 2022, primarily due to volume growth driven by an increase in consumer demand across each of our reportable segments.

Gross Profit

Gross profit for the nine months ended September 30, 2023 increased by $431.4 million, or 37.1%, to $1,592.9 million, compared to $1,161.6 million for the nine months ended September 30, 2022. Gross margin for the nine months ended September 30, 2023 was 52.2%, compared to 49.4% for the nine months ended September 30, 2022. The increase was primarily due to channel and geographic mix improvements, which were driven in part by increased sales through our higher gross margin DTC channel. Lower logistics costs, particularly for sea freight, improved the gross margin compared to the prior period, but were partially offset by increases in raw material and labor costs.

Selling and Marketing Expenses

Selling and marketing expenses for the nine months ended September 30, 2023 increased by $202.5 million, or 26.8%, to $956.8 million, compared to $754.3 million for the nine months ended September 30, 2022. Selling and marketing expenses as a percentage of revenue remained relatively flat from 31.3% for the nine months ended September 30, 2023 to 32.1% for the nine months ended September 30, 2022. The increase in absolute costs was driven by higher costs in our DTC channel, primarily due to a higher volume of sales, a net increase in total store count, an increase in online and offline marketing expenses, additional operating costs of e-commerce systems and higher personnel costs from an increase in headcount.

Administrative and Other Expenses

Administrative and other expenses for the nine months ended September 30, 2023 increased by $92.4 million, or 30.8%, to $392.2 million, compared to $299.8 million for the nine months ended September 30, 2022. This was primarily driven by an increase in personnel costs as we expanded our leadership teams, both at the segment and group levels, and by increased IT investments in our SAP ERP systems to facilitate future growth.

Impairment Losses

Impairment losses for the nine months ended September 30, 2023 increased by $3.7 million, to $4.6 million, compared to $0.9 million for the nine months ended September 30, 2022. This was primarily driven by an increase in bad debt expense and related write-offs.

Other Operating Income

Other operating income for the nine months ended September 30, 2023 increased by $1.1 million, or 51.0%, to $3.3 million, compared to $2.2 million for the nine months ended September 30, 2022. Other operating income in 2023 was primarily related to certain tax credits and gains on sale of property, plant and equipment.

Operating Profit

Operating profit for the nine months ended September 30, 2023 increased by $133.9 million, or 123.2%, to $242.6 million, compared to $108.7 million for the nine months ended September 30, 2022. This

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was primarily driven by an increase in revenue and improvements in gross margin and was offset by an increase in operating expenses.

Finance Income

Finance income for the nine months ended September 30, 2023 increased by $2.4 million, or 115.1%, to $4.5 million, compared to $2.1 million for the nine months ended September 30, 2022. This was primarily driven by increased interest income.

Finance Cost

Finance cost for the nine months ended September 30, 2023 increased by $128.1 million, or 76.0%, to $296.6 million, compared to $168.5 million for the nine months ended September 30, 2022. This was primarily driven by higher interest expenses related to loans from related parties and other interest-bearing debts as a result of higher interest rates.

Income Tax Expense

Income tax expense for the nine months ended September 30, 2023 increased by $39.5 million, or 158.5%, to $64.4 million, compared to $24.9 million for the nine months ended September 30, 2022. Our effective income tax rate was (130)% for the nine months ended September 30, 2023, compared to (43)% for the nine months ended September 30, 2022. The decrease in the effective income tax rate was primarily due to the higher taxable operating profit.

Loss from Discontinued Operations, net of tax

Loss from discontinued operations, net of tax for the nine months ended September 30, 2023 decreased by $21.8 million, to nil, compared to $21.8 million for the nine months ended September 30, 2022. Loss from discontinued operations, net of tax for the nine months ended September 30, 2022, included losses generated by Suunto for the period until disposal on May 6, 2022, partially offset by a gain of $4.8 million relating to a final purchase price adjustment paid in 2022 relating to the Precor disposal.

Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021

Revenue

The following table sets forth our revenue disaggregated by channel and geography.

​	For the Year Ended December 31
​	2022			2021
​	($ in millions)
Channel Revenues	​	​	​	​	​	​
Wholesale	​	$	2,502.7	​	$	2,236.3
DTC	​	​	1,046.1	​	​	830.2
E-Commerce	​	​	513.8	​	​	404.4
Retail	​	​	532.3	​	​	425.8
Total	​	$	3,548.8	​	$	3,066.5
Geographic Revenues	​	​	​	​	​	​
EMEA	​	$	1,270.7	​	$	1,225.6
Americas	​	​	1,504.4	​	​	1,253.0
Greater China (1)	​	​	523.8	​	​	372.9
Asia Pacific (2)	​	​	249.9	​	​	215.0
Total	​	$	3,548.8	​	$	3,066.5

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(1)

Consists of mainland China, Hong Kong, Macau and Taiwan.

(2)

Excludes Greater China.

Revenue for 2022 increased by $482.3 million, or 15.7%, compared to 2021, primarily driven by an increase in consumer demand across each of our reportable segments driven by new product introduction, new owned retail store openings, increased brand awareness and point of sale expansion, as well as supply chain recovery following the COVID-19 pandemic. Revenue on a constant currency basis for 2022 increased by $704.6 million, or 23.0%, compared to 2021.

Revenue generated by the wholesale channel for 2022 increased by $266.4 million, or 11.9%, to $2,502.7 million, compared to $2,236.3 million in 2021, primarily driven by increased sales volume in the Ball & Racquet Sports and Outdoor Performance segments as sell-through to end consumers improved and retailers accelerated the re-stocking of products. Revenue generated by the DTC channel for 2022 increased by $215.9 million, or 26.0%, to $1,046.1 million, compared to $830.2 million in 2021, primarily driven by a net increase of 25 owned retail stores from the prior year period and an increase in total e-commerce sales of $109.3 million, or 27.0%, to $513.8 million in 2022, compared to $404.4 million in 2021. This increase in total e-commerce sales was in turn driven by an 81% increase in the total traffic to our owned e-commerce websites compared to 2021.

Revenue increased in 2022 across all geographic regions. The Americas grew by $251.4 million, or 20.1%, driven by the strong performance of the Technical Apparel and Ball & Racquet Sports segments. Greater China grew by $150.9 million, or 40.5%, driven by improved productivity of existing owned retail stores, higher traffic to owned e-commerce websites, and the opening of new stores during the period. Revenue in Greater China in 2021 was impacted by COVID-19 lockdowns during the first half of the year which resulted in a decrease in consumer traffic to our owned retail stores and disruptions in supply chain operations. Revenue in EMEA grew by $45.1 million, or 3.7%, driven by improved sales in the Outdoor Performance segment primarily through the wholesale channel, despite the suspension of all significant commercial activities in Russia by the end of 2022. Revenue in Asia Pacific (excluding Greater China) grew by $34.9 million, or 16.2%, driven by the broad recovery of consumer demand across each of our reportable segments.

Cost of Goods Sold

Cost of goods sold for 2022 increased by $224.3 million, or 14.4%, to $1,785.2 million, compared to $1,560.9 million in 2021, primarily due to volume growth driven by an increase in consumer demand across each of our reportable segments.

Gross Profit

Gross profit for 2022 increased by $258.0 million, or 17.1%, to $1,763.6 million, compared to $1,505.6 million in 2021. Gross margin for 2022 was 49.7%, compared to 49.1% for 2021. The increase was primarily due to channel and geographic mix improvements, which were driven in part by increased sales through our higher gross margin DTC channel, as well as pricing actions in response to increased input costs, but were partially offset by increases in raw material costs, higher inbound freight costs to deliver products to our warehouses and foreign exchange variances.

Selling and Marketing Expenses

Selling and marketing expenses for 2022 increased by $145.0 million, or 15.1%, to $1,107.6 million, compared to $962.6 million in 2021. Selling and marketing expenses as a percentage of revenue remained relatively flat from 31.4% in 2021 to 31.2% in 2022. The increase in absolute costs was driven by higher costs in our DTC channel, primarily due to a higher volume of sales, a net increase in total store count, an increase in online and offline marketing expenses, additional operating costs from e-commerce and higher personnel costs as the result of an increase in headcount.

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Administrative and Other Expenses

Administrative and other expenses for 2022 increased by $50.7 million, or 13.9%, to $415.1 million, compared to $364.4 million in 2021. This was primarily driven by an increase in personnel costs as we expanded our leadership teams, both at the segment and group levels, and by increased IT investments in our Technical Apparel and Outdoor Performance segments to facilitate future growth.

Impairment Losses

Impairment losses for 2022 increased by $201.0 million, to $201.7 million, compared to $0.7 million in 2021. This was primarily driven by a $179.0 million impairment loss on goodwill and a $19.1 million impairment loss on certain trademarks, each recognized by our Peak Performance business unit in 2022. The impairment loss on goodwill was recognized as a result of a challenging Nordic retail environment and slower than planned geographic expansion of our Peak Performance business unit as compared to our original investment plans.

Other Operating Income

Other operating income for 2022 increased by $2.4 million, or 26.7%, to $11.4 million, compared to $9.0 million in 2021. This was primarily driven by an increase in certain government economic subsidies, partly offset by lower insurance compensation for general business losses.

Operating Profit

Operating profit for 2022 decreased by $136.3 million, or 72.9%, to $50.6 million, compared to $186.9 million in 2021. This was primarily driven by impairment losses of $198.1 million for Peak Performance in 2022, partially offset by an increase in revenue as described above.

Finance Income

Finance income for 2022 increased by $1.0 million, or 43.5%, to $3.3 million, compared to $2.3 million in 2021. This was primarily driven by increased interest income.

Finance Cost

Finance cost for 2022 decreased by $42.5 million, or 15.2%, to $236.5 million, compared to $279.0 million in 2021. This was primarily driven by a decrease in interest-bearing liabilities following the 2021 sale of Precor which resulted in higher cash balances and a reduction of outstanding debt.

Income Tax Expense

Income tax expense for 2022 increased by $13.6 million, or 39.2%, to $48.3 million, compared to $34.7 million in 2021. Our effective income tax rate was 26% for 2022, compared to 39% in 2021. The decrease in the effective income tax rate was primarily due to usage of net operating losses through the divestment of Precor in 2021. The effective tax rate is significantly impacted by non-deductible interest expenses, mainly related to debt incurred by one of our subsidiaries in 2019 in connection with the Acquisition.

Loss from Discontinued Operations, net of tax

Loss from discontinued operations, net of tax for 2022 increased by $20.0 million, to $21.8 million, compared to $1.8 million in 2021. Loss from discontinued operations, net of tax in 2021 comprised (i) losses generated by Suunto for the entire year, including an impairment loss on financial assets of $77.5 million upon classifying Suunto as held-for-sale, and (ii) losses generated by Precor for the period until disposal on April 1, 2021, partially offset by a gain upon disposal of Precor of $116.0 million. Loss from discontinued operations, net of tax in 2022, as compared to the prior year period, only included losses generated by Suunto for the period until disposal on May 6, 2022, including a loss on disposal of $5.5 million, partially offset by a gain of $4.8 million relating to a final purchase price adjustment paid in 2022 relating to the Precor disposal.

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Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020

Revenue

The following table sets forth our revenue disaggregated by channel and geography.

​	For the Year Ended December 31,
​	2021			2020
​	($ in millions)
Channel Revenues	​	​	​	​	​	​
Wholesale	​	$	2,236.3	​	$	1,916.3
DTC	​	​	830.2	​	​	530.0
E-Commerce	​	​	404.4	​	​	273.5
Retail	​	​	425.8	​	​	256.6
Total	​	$	3,066.5	​	$	2,446.3
Geographic Revenues	​	​	​	​	​	​
EMEA	​	$	1,225.6	​	$	1,080.4
Americas	​	​	1,253.0	​	​	984.0
Greater China (1)	​	​	372.9	​	​	202.3
Asia Pacific (2)	​	​	215.0	​	​	179.6
Total	​	$	3,066.5	​	$	2,446.3

(1)

Consists of mainland China, Hong Kong, Macau and Taiwan.

(2)

Excludes Greater China.

Revenue for 2021 increased by $620.2 million, or 25.4%, compared to 2020, primarily driven by volume recovery following the COVID-19 pandemic, with growth in consumer demand across each of our reportable segments, partially offset by the impact of significant supply chain disruptions and local lockdowns. Revenue on a constant currency basis for 2021 increased by $536.7 million, or 21.9%, compared to 2020.

Revenue generated by the wholesale channel for 2021 increased by $320.0 million, or 16.7%, to $2,236.3 million, compared to $1,916.3 million in 2020. This was primarily driven by increased sales volume in our Ball & Racquet Sports and Outdoor Performance segments. Revenue generated by the DTC channel for 2021 increased by $300.2 million, or 56.6%, to $830.2 million, compared to $530.0 million in 2020. This was primarily driven by increased sales in our Technical Apparel segment, a significant recovery of owned retail stores following lockdown closures in 2020 and a net increase in total store count of 22 owned retail stores from the prior year period. In addition, e-commerce grew by $131.0 million or 47.9% as traffic to our owned e-commerce websites increased by 42% compared to the prior year period, in line with the shifting preference among consumers for online shopping.

Revenue increased in 2021 across all geographic regions. The Americas grew $269.0 million or 27.3%, driven by the strong performance of the Technical Apparel and Ball & Racquet Sports segments. Greater China grew $170.6 million or 84.3%, driven by improved productivity of existing retail stores, higher traffic to e-commerce websites, and opening of new stores during the period. Revenue in Greater China in 2020 was impacted by COVID-19 lockdowns throughout the year, which resulted in a decrease in consumer traffic to our owned retail stores and disruptions in supply chain operations. Revenue in EMEA grew $145.2 million or 13.4%, driven by the overall increase in sales in the Outdoor Performance segment, which was partially offset by lower consumer destination travel, mainly for winter-related products. Revenue in Asia Pacific grew $35.4 million or 19.7%, driven by increased consumer demand for products in the Technical Apparel and Ball & Racquet Sports segments.

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Cost of Goods Sold

Cost of goods sold for 2021 increased by $263.5 million, or 20.3%, to $1,560.9 million, compared to $1,297.4 million in 2020, primarily due to volume growth driven by an increase in consumer demand across each of our reportable segments.

Gross Profit

Gross profit for 2021 increased by $356.7 million, or 31.0%, to $1,505.6 million, compared to $1,148.9 million in 2020. Gross margin for 2021 was 49.1%, an improvement versus the 2020 gross margin of 47.0%. The increase was primarily due to channel and geographic mix improvements, which were driven in part by increased sales through our higher gross margin DTC channel, as well as pricing actions in response to increased input costs, but were partially offset by increases in raw material costs and inbound freight costs to deliver products to our warehouses.

Selling and Marketing Expenses

Selling and marketing expenses for 2021 increased by $229.4 million, or 31.3%, to $962.6 million, compared to $733.2 million in 2020. Selling and marketing expenses as a percentage of revenue increased from 30.0% in 2020 to 31.4% in 2021. The increase in absolute costs was driven by the reduction of COVID-19 pandemic-related personnel savings programs, rent expense recovery and marketing collaborations. In addition, owned retail sales costs increased period over period due to a higher volume of sales and a net increase in total store count and e-commerce sales costs increased period over period due to increased online and offline marketing expenses and additional operating costs.

Administrative and Other Expenses

Administrative and other expenses for 2021 increased by $87.1 million, or 31.4%, to $364.4 million, compared to $277.3 million in 2020. This increase was primarily the result of unusually low levels of administrative and other expenses in 2020 as a result of the COVID-19 pandemic, caused by temporary salary reductions, increased part-time working arrangements and reductions in travel.

Impairment Losses

Impairment losses for 2021 decreased by $19.8 million, or 96.6%, to $0.7 million, compared to $20.5 million in 2020. This was primarily driven by a $8.2 million impairment loss recognized in 2020 on certain receivables relating to integration services that we provided to the purchaser of our Mavic cycling business, which we sold in 2019.

Other Operating Income

Other operating income for 2021 increased by $1.8 million, or 25.0%, to $9.0 million, compared to $7.2 million in 2020. This was primarily driven by higher government subsidies (including COVID-19 pandemic-related subsidies and certain other economic subsidies) and an increase in insurance compensation for general business losses.

Operating Profit

Operating profit for 2021 increased by $61.8 million, or 49.4%, to $186.9 million, compared to $125.1 million in 2020. This was primarily due to channel and geographic mix improvements, which were driven in part by increased sales volume through our higher gross margin DTC channel, as well as pricing actions in response to increased input costs, but were partially offset by increases in raw material costs and inbound freight costs to deliver products to our warehouses.

Finance Income

Finance income for 2021 increased by $0.7 million, or 43.8%, to $2.3 million, compared to $1.6 million in 2020. This was primarily driven by increased interest income.

99

Finance Cost

Finance cost for 2021 increased by $4.9 million, or 1.8%, to $279.0 million, compared to $274.1 million in 2020. This was primarily driven by one-time expenses to prepay certain term loans, partially offset by a decrease in interest expense following the sale of our Precor business.

Income Tax Expense

Income tax expense for 2021 increased by $8.5 million, or 32.4%, to $34.7 million, compared to $26.2 million in 2020. Our effective income tax rate was 39% for 2021, compared to 18% in 2020. The increase in the effective income tax rate was primarily due to an increase in our taxable income as a result of the growth of our business.

Loss from Discontinued Operations, net of tax

Loss from discontinued operations, net of tax for 2021 decreased by $61.8 million, or 97.2%, to $1.8 million, compared to $63.6 million in 2020. Loss from discontinued operations, net of tax in 2020 comprised (i) losses generated by Suunto for the entire year, including an impairment loss on non-financial assets of $20.8 million on Suunto, and (ii) losses for Precor for the entire year. Loss from discontinued operations, net of tax in 2021 included losses generated by Suunto for the entire year, including an impairment loss on non-financial assets of $77.5 million upon classifying Suunto as held-for-sale, and losses generated by Precor for the period until disposal on April 1, 2021, partially offset by a gain upon disposal of Precor in the amount of $116.0 million.

Segment Results of Operations

Our management evaluates operating performance and makes investment and other decisions based on segment revenue and Segment Adjusted Operating Profit. Costs allocated to the segments include certain centralized functions provided and administered by the Amer Sports group, such as costs related to sourcing, warehousing, distribution and transportation, our global business services center and information technology, based on appropriate metrics such as headcount, activity, usage or proportion of revenue. Unallocated costs include costs related to supply chain management, general executive management, cybersecurity and other group functions such as finance, internal audit, tax, legal and human resources.

The following tables set forth certain financial information for our reportable segments for the periods presented.

Nine Months Ended September 30, 2023 and Nine Months Ended September 30, 2022

Segment Revenue

​	For the Nine Months Ended September 30,
​	2023			2022
​	($ in millions)
Technical Apparel	​	$	1,042.7	​	$	658.8
Outdoor Performance	​	​	1,144.4	​	​	902.8
Ball & Racquet Sports	​	​	866.3	​	​	788.5
Total	​	$	3,053.4	​	$	2,350.1

Segment Adjusted Operating Profit (1)

​	For the Nine Months Ended September 30,
​	2023			2022
​	($ in millions)
Technical Apparel (2)	​	$	186.0	​	$	71.3
Outdoor Performance (3)	​	​	103.2	​	​	46.9
Ball & Racquet Sports (4)	​	​	55.6	​	​	64.2

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(1)

Segment Adjusted Operating Profit for all periods presented excludes depreciation and amortization (‘‘D&A”) expense associated with purchase price fair value adjustments (‘‘PPA”) in connection with the Acquisition.

(2)

Total D&A expense for the reportable segment was $63.3 million and $58.4 million for the nine months ended September 30, 2023 and 2022, respectively, which includes PPA related to D&A expense of $7.1 million and $7.7 million, respectively.

(3)

Total D&A expense for the reportable segment was $70.6 million and $63.7 million for the nine months ended September 30, 2023 and 2022, respectively, which includes PPA related to D&A expense of $24.0 million and $23.6 million, respectively.

(4)

Total D&A expense for the reportable segment was $19.8 million and $17.1 million for the nine months ended September 30, 2023 and 2022, respectively, which includes PPA related to D&A expense of $1.0 million and $0.9 million, respectively.

Technical Apparel

The following table sets forth the revenue for each brand in our Technical Apparel segment.

​	For the Nine Months Ended September 30,
​	2023			2022
​	($ in millions)
Arc’teryx	​	$	941.2	​	$	569.4
Peak Performance	​	​	101.5	​	​	89.3
Total	​	$	1,042.7	​	$	658.8

The following table sets forth certain operating data for our Technical Apparel segment.

​	For the Nine Months Ended September 30,
​	2023		2022
Store count (1)	​	179	​	167
Comparable sales growth (2)	​	70.3%	​	31.9%

(1)

Reflects the number of Technical Apparel owned retail stores open at the end of the fiscal year. Management reviews the number of new and closed stores to assess revenue growth and drivers of trends in revenue.

(2)

Comparable sales reflects revenue on a constant currency basis from owned retail stores that have been open for at least 13 full fiscal months and from owned e-commerce sites. Remodeled stores are excluded from the comparable sales growth calculation for 13 months if a store: (i) changes its square footage by more than 20% or (ii) is closed for more than 60 days for the refit. Stores closed 60 days or less are excluded from the comparable sales growth calculation only for the months they are closed.

The following table sets forth our segment revenue disaggregated by channel.

​	For the Nine Months Ended September 30,
​	2023			2022
​	($ in millions)
Channel Revenues	​	​	​	​	​	​
Wholesale	​	$	386.0	​	$	266.0
DTC	​	​	656.7	​	​	392.8
Total	​	$	1,042.7	​	$	658.8

101

Total segment revenue for the nine months ended September 30, 2023 increased by $383.9 million, or 58.3%, to $1,042.7 million, compared to $658.8 million for the nine months ended September 30, 2022. This was primarily driven by sales growth of $264.0 million in our DTC channel, or 67.2% through continued momentum in our retail stores and e-commerce business. We expanded our retail store network with a net increase of 12 owned retail stores, while strong consumer demand drove increased store productivity. Segment revenue from e-commerce increased from $136.9 million for the nine months ended September 30, 2022 to $228.2 million for the nine months ended September 30, 2023 due to higher traffic to our owned e-commerce websites. By geography, segment revenue in the DTC channel in the Americas grew by 79.8% for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, and in Greater China by 72.7% for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, with China experiencing a strong rebound from COVID-19 restrictions in 2022. Revenues from our wholesale channel increased $120.0 million, or 45.1% due to an increase in wholesale shipments for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. Segment revenue on a constant currency basis for the nine months ended September 30, 2023 increased by $430.6 million, or 65.4%, compared to the nine months ended September 30, 2022.

Segment Adjusted Operating Profit for the nine months ended September 30, 2023 increased by $114.8 million, or 161.0%, to $186.0 million, compared to $71.3 million for the nine months ended September 30, 2022. This was primarily driven by gross margin improvement related to favorable channel and geographic mix, with increased sales through the DTC channel, partially offset by increased operating expenses to support our retail store and e-commerce expansion, as well as investments in personnel, marketing and infrastructure.

Outdoor Performance

The following table sets forth the revenue for each brand in our Outdoor Performance segment.

​	For the Nine Months Ended September 30,
​	2023			2022
​	($ in millions)
Salomon	​	$	949.3	​	$	705.5
Atomic	​	​	160.7	​	​	156.9
Other (1)	​	​	34.3	​	​	40.4
Total	​	$	1,144.4	​	$	902.8

(1)

Consists of Armada and ENVE.

The following table sets forth our segment revenue disaggregated by channel.

​	For the Nine Months Ended September 30,
​	2023			2022
​	($ in millions)
Channel Revenues	​	​	​	​	​	​
Wholesale	​	$	916.9	​	$	748.1
DTC	​	​	227.5	​	​	154.7
Total	​	$	1,144.4	​	$	902.8

Total segment revenue for the nine months ended September 30, 2023 increased by $241.6 million, or 26.8%, to $1,144.4 million, compared to $902.8 million for the nine months ended September 30, 2022. This was primarily driven by improvements in supply chain capacity for footwear, which drove revenue growth in the wholesale channel, as well as continued momentum in consumer demand in the DTC channel. The growth in the DTC channel was primarily driven by retail store network expansion in Greater China, as well as increased traffic to our owned e-commerce websites. Segment revenue on a constant currency basis for

102

the nine months ended September 30, 2023 increased by $241.0 million, or 26.7%, compared to the nine months ended September 30, 2022.

Segment Adjusted Operating Profit for the nine months ended September 30, 2023, increased by $56.3 million, to $103.2 million, compared to $46.9 million for the nine months ended September 30, 2022. This was primarily driven by the increase in revenue and gross margin improvement from shifting channel and product mix, as well as lower logistics costs, partially offset by increased operating expenses.

Ball & Racquet Sports

The following table sets forth our segment revenue disaggregated by channel.

​	For the Nine Months Ended September 30,
​	2023			2022
​	($ in millions)
Channel Revenues	​	​	​	​	​	​
Wholesale	​	$	748.2	​	$	696.3
DTC	​	​	118.1	​	​	92.2
Total	​	$	866.3	​	$	788.5

Total segment revenue for the nine months ended September 30, 2023 increased by $77.9 million, or 9.9%, to $866.3 million, compared to $788.5 million for the nine months ended September 30, 2022. The growth was primarily driven by sales of basketball, baseball and tennis products and offset by sales decline in golf products. The growth in basketball products sales was driven by increased volume in the premium game ball category as we continue to leverage our partnership with the NBA, and the growth in baseball products sales was due to stronger product launches as compared to prior periods. Higher inventory levels of golf products in the market also contributed to a decrease in revenue in this product category. The growth in total segment revenue for the nine months ended September 30, 2023 was primarily focused in the Americas, as revenue increased by $56.7 million or 10.4% from $547.0 million for the nine months ended September 30, 2022 to $603.7 million for the nine months ended September 30, 2023. Segment revenue on a constant currency basis for the nine months ended September 30, 2023 increased by $81.7 million, or 10.4%, compared to the nine months ended September 30, 2022.

Segment Adjusted Operating Profit for the nine months ended September 30, 2023 decreased by $8.5 million, or 13.3%, to $55.6 million, compared to $64.2 million for the nine months ended September 30, 2022. This was primarily due to the increase in operating expenses more than offsetting the improvement in gross margin.

Years Ended December 31, 2022, December 31, 2021 and December 31, 2020

Segment Revenue

​	For the Year Ended December 31,
​	2022			2021			2020
​	($ in millions)
Technical Apparel	​	$	1,095.5	​	$	950.7	​	$	685.4
Outdoor Performance	​	​	1,416.5	​	​	1,235.7	​	​	1,091.6
Ball & Racquet Sports	​	​	1,036.7	​	​	880.1	​	​	669.3
Total	​	$	3,548.8	​	$	3,066.5	​	$	2,446.3

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Segment Adjusted Operating Profit (1)

​	For the Year Ended December 31,
​	2022			2021			2020
​	($ in millions)
Technical Apparel (2)	​	$	171.4	​	$	164.2	​	$	117.2
Outdoor Performance (3)	​	​	117.6	​	​	91.7	​	​	81.8
Ball & Racquet Sports (4)	​	​	60.9	​	​	57.2	​	​	31.7

(1)

Segment Adjusted Operating Profit for all periods presented excludes D&A expense associated with PPA in connection with the Acquisition.

(2)

Total D&A expense for the reportable segment was $79.7 million, $73.6 million and $65.1 million for the fiscal years ended December 31, 2022, 2021 and 2020, respectively, which includes PPA related to D&A expense of $9.9 million, $13.2 million and $13.1 million, respectively.

(3)

Total D&A expense for the reportable segment was $84.4 million, $95.9 million and $88.2 million for the fiscal years ended December 31, 2022, 2021 and 2020, respectively, which includes PPA related to D&A expense of $31.2 million, $35.1 million and $33.7 million, respectively.

(4)

Total D&A expense for the reportable segment was $23.4 million, $20.4 million and $21.2 million for the fiscal years ended December 31, 2022, 2021 and 2020, respectively, which includes PPA related to D&A expense of $1.2 million, $1.3 million and $1.3 million, respectively.

Technical Apparel

The following table sets forth the revenue for each brand in our Technical Apparel segment.

​	For the Year Ended December 31,
​	2022			2021			2020
​	($ in millions)
Arc’teryx	​	$	952.6	​	$	783.1	​	$	547.7
Peak Performance	​	​	142.9	​	​	167.6	​	​	137.7
Total	​	$	1,095.5	​	$	950.7	​	$	685.4

The following table sets forth certain operating data for our Technical Apparel segment.

​	For the Year Ended December 31,
​	2022		2021		2020
Store count (1)	​	172	​	167	​	153
Comparable sales growth (2)	​	33.4%	​	50.2%	​	—

(1)

Reflects the number of Technical Apparel owned retail stores open at the end of the fiscal year. Management reviews the number of new and closed stores to assess revenue growth and drivers of trends in revenue.

(2)

Comparable sales reflects revenue on a constant currency basis from owned retail stores that have been open for at least 13 full fiscal months and from owned e-commerce sites. Remodeled stores are excluded from the comparable sales growth calculation for 13 months if a store: (i) changes its square footage by more than 20% or (ii) is closed for more than 60 days for the refit. Stores closed 60 days or less are excluded from the comparable sales growth calculation only for the months they are closed.

104

The following table sets forth our segment revenue disaggregated by channel.

​	For the Year Ended December 31,
​	2022			2021			2020
​	($ in millions)
Channel Revenues	​	​	​	​	​	​	​	​	​
Wholesale	​	$	416.0	​	$	421.8	​	$	374.8
DTC	​	​	679.5	​	​	528.9	​	​	310.6
Total	​	$	1,095.5	​	$	950.7	​	$	685.4

Total segment revenue for 2022 increased by $144.8 million, or 15.2%, to $1,095.5 million, compared to $950.7 million in 2021. This was primarily driven by an increase in sales through the DTC channel. Segment revenue from e-commerce increased from $205.8 million in 2021 to $263.8 million in 2022 due to higher traffic to our owned e-commerce websites. The growth in sales through the DTC channel was further driven by a net increase of 5 owned retail stores. By geography, segment revenue in the DTC channel in the Americas grew by 45.0% in 2022 as compared to 2021, and in Greater China by 34.4% in 2022 as compared to 2021. The growth in DTC was partially offset by a modest decline in segment revenue from our wholesale channel as our channel mix evolved due to our DTC channel strategy. Segment revenue on a constant currency basis for 2022 increased by $210.1 million, or 22.1%, compared to 2021.

Total segment revenue for 2021 increased by $265.3 million, or 38.7%, to $950.7 million, compared to $685.4 million in 2020. This was primarily driven by an increase in sales as a result of our DTC channel strategy and resulting shift in channel mix and the easing of COVID-19 pandemic-related restrictions. Segment revenue from e-commerce increased from $131.5 million in 2020 to $205.8 million in 2021 due to higher traffic to our owned e-commerce websites. The growth in sales through the DTC channel was further driven by a net increase of 14 owned retail stores. By geography, segment revenue in the DTC channel in the Americas grew by 64.8% in 2021 as compared to 2020, and in Greater China by 105.8% in 2021 as compared to 2020. Segment revenue on a constant currency basis for 2021 increased by $225.4 million, or 32.9%, compared to 2020.

Segment Adjusted Operating Profit for 2022 increased by $7.2 million, or 4.4%, to $171.4 million, compared to $164.2 million in 2021. This was primarily driven by gross margin improvement related to favorable channel and geographic mix, with increased sales through the DTC channel, partially offset by increased operating expenses in the channel, as well as investments in personnel, marketing and infrastructure to support our growth strategy.

Segment Adjusted Operating Profit for 2021 increased by $47.0 million, or 40.1%, to $164.2 million, compared to $117.2 million in 2020. This increase was primarily driven by gross margin improvement due to favorable channel and geographic mix, with increased sales through the DTC channel, partially offset by increased operating expenses in the channel, as well as an increase in brand support administrative costs following the end of many COVID-19 pandemic cost saving initiatives.

Outdoor Performance

The following table sets forth the revenue for each brand in our Outdoor Performance segment.

​	For the Year Ended December 31,
​	2022			2021			2020
​	($ in millions)
Salomon	​	$	1,073.5	​	$	961.2	​	$	852.1
Atomic	​	​	286.0	​	​	218.5	​	​	194.6
Other (1)	​	​	57.0	​	​	56.0	​	​	44.9
Total	​	$	1,416.5	​	$	1,235.7	​	$	1,091.6

(1)

Consists of Armada and ENVE.

105

The following table sets forth our segment revenue disaggregated by channel.

​	For the Year Ended December 31,
​	2022			2021			2020
​	($ in millions)
Channel Revenues	​	​	​	​	​	​	​	​	​
Wholesale	​	$	1,178.4	​	$	1,028.0	​	$	928.8
DTC	​	​	238.1	​	​	207.7	​	​	162.8
Total	​	$	1,416.5	​	$	1,235.7	​	$	1,091.6

Total segment revenue for 2022 increased by $180.8 million, or 14.6%, to $1,416.5 million, compared to $1,235.7 million in 2021. This was primarily driven by increased sales across all geographic regions, largely through the wholesale channel. Segment revenue attributable to sales of footwear increased due to strong consumer demand and improvements in supply chain capacity, as footwear and apparel manufacturers in Vietnam recovered from COVID-19 pandemic-related restrictions in 2021, while an increase in segment revenue attributable to ski equipment was driven by continued high consumer demand in North America, together with a rebound following the previous winter’s travel restrictions related to the COVID-19 pandemic in EMEA. Segment revenue on a constant currency basis for 2022 increased by $303.8 million, or 24,6%, compared to 2021.

Total segment revenue for 2021 increased by $144.1 million, or 13.2%, to $1,235.7 million, compared to $1,091.6 million in 2020. This was primarily driven by strong consumer demand for our footwear and apparel products, which was partially offset by supply chain constraints, including the shutdown of footwear and apparel vendors in Vietnam as well as sea freight container shortages, resulting in shipments arriving later than expected. Ski equipment grew only moderately due in part to the impact of travel restrictions related to the COVID-19 pandemic, particularly in EMEA, during the winter of 2020 and 2021. Segment revenue on a constant currency basis for 2021 increased by $115.9 million, or 10.6%, compared to 2020.

Segment Adjusted Operating Profit for 2022 increased by $25.9 million, or 28.2%, to $117.6 million, compared to $91.7 million in 2021. This was primarily driven by gross margin improvement from pricing actions despite higher product, energy and sea freight costs, partially offset by increased operating expenses.

Segment Adjusted Operating Profit for 2021 increased by $9.9 million, or 12.1%, to $91.7 million, compared to $81.8 million in 2020. This was primarily driven by gross margin improvement due in part to fewer instances of inventory obsolescence, and partially offset by higher operating expenses related to increases in marketing and R&D spend used support our growth strategy, as well as personnel costs following the end of many COVID-19 pandemic cost-saving initiatives.

Ball & Racquet Sports

The following table sets forth our segment revenue disaggregated by channel.

​	For the Year Ended December 31,
​	2022			2021			2020
​	($ in millions)
Channel Revenues	​	​	​	​	​	​	​	​	​
Wholesale	​	$	908.3	​	$	786.6	​	$	612.6
DTC	​	​	128.5	​	​	93.5	​	​	56.6
Total	​	$	1,036.7	​	$	880.1	​	$	669.3

Total segment revenue for 2022 increased by $156.6 million, or 17.8%, to $1,036.7 million, compared to $880.1 million in 2021. The growth was primarily driven by strong consumer demand for our basketball, baseball, and performance tennis products, driven in part by new product introduction, an increased volume of sales generated from our first full year as the exclusive basketball provider and licensee of the NBA, and increased demand in baseball following the easing of COVID-19 pandemic restrictions. The growth in total

106

segment revenue for 2022 was primarily focused in the Americas, as revenue increased by $132.7 million or 22.3% from $596.3 million in 2021 to $729.0 million in 2022. Segment revenue on a constant currency basis for 2022 increased by $190.7 million, or 21.7%, compared to 2021.

Total segment revenue for 2021 increased by $210.8 million, or 31.5%, to $880.1 million as compared to $669.3 million in 2020. This was primarily driven by strong consumer demand across all product categories, led by tennis and baseball, as consumer participation in team and individual sports rebounded following the easing of COVID-19 pandemic restrictions, as well as an increased volume of sales generated as the exclusive basketball provider and licensee of the NBA as of July 1, 2021. The growth in total segment revenue for 2021 was primarily focused in the Americas, as revenues increased from $458.3 million in 2020 to $596.3 million in 2021, a growth of $138.0 million or 30.1%. Segment revenue on a constant currency basis for 2021 increased by $195.4 million, or 29.2%, compared to 2020.

Segment Adjusted Operating Profit for 2022 increased by $3.7 million, or 6.5%, to $60.9 million, compared to $57.2 million in 2021. This was primarily driven by increased sales volume, gross margin improvement from pricing actions and product mix, despite higher product and sea freight costs, partially offset by an increase in operating expenses, driven by the launch of Wilson’s sportswear line and higher IT, digital marketing and R&D expenses.

Segment Adjusted Operating Profit for 2021 increased by $25.5 million, or 80.4%, to $57.2 million, compared to $31.7 million in 2020. This was primarily driven by increased sales volume, gross margin improvement from pricing actions and the shift in channel mix from increased sales through the DTC channel. This growth was partially offset by an increase in marketing and R&D spend to support our growth strategy and personnel costs following the end of many COVID-19 pandemic cost-saving initiatives.

Non-IFRS Financial Measures

Management uses certain non-IFRS financial measures to supplement the financial measures prepared in accordance with IFRS, which include constant currency revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income. We use constant currency revenue information to provide a framework to assess how our business segments performed excluding the effects of foreign currency exchange rate fluctuations. Management believes that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin enhance an investor’s understanding of our financial and operating performance from period to period, because they exclude certain material items relating to income tax expense, finance cost and depreciation and amortization which are not reflective of our ongoing operations and performance. Management believes Adjusted Net Income enhances an investor’s understanding of our financial and operating performance because it excludes certain material items relating to discontinued operations and impairment losses on goodwill and intangible assets which are not reflective of our ongoing operations and performance. In addition, management believes constant currency revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income are measures commonly used by investors to evaluate companies in the apparel, footwear, sports equipment, protective gear and accessories industries.

However, there are limitations to the use of these non-IFRS financial measures as analytical tools and they should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with IFRS and may not be comparable to similarly titled non-IFRS measures used by other companies. Constant currency revenue is limited as a metric to review the Company’s financial results as it does not reflect impacts of foreign currency on revenue. Some of the limitations of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin include: excluding certain tax payments that may reduce cash available to us; not reflecting any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future; not reflecting changes in, or cash requirements for, our working capital needs; and not reflecting the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt. Some of the limitations of Adjusted Net Income include: excluding the impact of restructuring expenses, expenses related to M&A activities and expenses related to certain legal proceedings.

107

The tables below reconcile each of the following non-IFRS financial measures to their respective most directly comparable IFRS measure for the periods presented.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

​

For the Nine Months Ended September 30,

For the Year Ended December 31,

​

2023

2022

2022

2021

2020

​

($ in millions)

Revenue

​

$

3,053.4

​

$

2,350.1

​

$

3,548.8

​

$

3,066.5

​

$

2,446.3

Net loss

​

$

(113.9)

​

$

(104.4)

​

$

(252.7)

​

$

(126.3)

​

$

(237.2)

Income tax expense (1)

​

​

64.4

​

​

25.0

​

​

48.5

​

​

31.9

​

​

14.8

Finance cost (2)

​

​

296.6

​

​

168.0

​

​

236.0

​

​

279.3

​

​

275.5

Depreciation and amortization (3)

​

​

158.5

​

​

147.7

​

​

197.0

​

​

206.1

​

​

230.1

Finance income (4)

​

​

(4.5)

​

​

(2.1)

​

​

(3.3)

​

​

(2.3)

​

​

(1.6)

EBITDA

​

$

401.1

​

$

234.2

​

$

225.5

​

$

388.7

​

$

281.6

Loss from discontinued operations (5)

​

​

—

​

​

18.3

​

​

19.4

​

​

(6.1)

​

​

23.4

Restructuring expenses (6)

​

​

2.3

​

​

5.5

​

​

5.8

​

​

33.6

​

​

11.0

Impairment losses on goodwill and intangible assets (7)

​

​

—

​

​

—

​

​

198.1

​

​

—

​

​

—

Expenses related to M&A activities (8)

​

​

18.7

​

​

—

​

​

0.3

​

​

0.6

​

​

(4.7)

Expenses related to certain legal proceedings (9)

​

​

—

​

​

3.9

​

​

3.9

​

​

—

​

​

—

Share-based payments (10)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Adjusted EBITDA

​

$

422.1

​

$

261.8

​

$

453.0

​

$

416.8

​

$

311.4

Net loss margin

​

​

(3.7)%

​

​

(4.4)%

​

​

(7.1)%

​

​

(4.1)%

​

​

(9.7)%

Adjusted EBITDA Margin

​

​

13.8%

​

​

11.1%

​

​

12.8%

​

​

13.6%

​

​

12.7%

(1)

Includes income tax expense from discontinued operations of nil and $(0.1) million for the nine months ended September 30, 2023 and 2022, respectively, and $(0.2) million, $2.8 million and $11.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

(2)

Total interest expense on lease liabilities under IFRS 16 was $7.4 million and $6.5 million for the nine months ended September 30, 2023 and 2022, respectively. Total interest expense on lease liabilities under IFRS 16 was $8.5 million, $9.1 million and $8.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Includes finance cost from discontinued operations of nil and $0.5 million for the nine months ended September 30, 2023 and 2022, respectively, and $0.5 million, $(0.3) million and $(1.4) million for the years ended December 31, 2022, 2021 and 2020, respectively.

(3)

Total amortization expense for right-of-use assets capitalized under IFRS 16 was $59.4 million and $56.0 million for the nine months ended September 30, 2023 and 2022, respectively. Total amortization expense for right-of-use assets capitalized under IFRS 16 was $73.3 million, $74.1 million and $69.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Includes depreciation and amortization from discontinued operations of nil and $4.0 million for the nine months ended September 30, 2023 and 2022, respectively, and $2.7 million, $10.4 million and $50.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.

(4)

There was no finance income from discontinued operations for the periods presented.

(5)

Loss from discontinued operations before income tax expense, finance cost, depreciation and amortization and finance income.

(6)

Includes expenses for restructuring from exit and termination events.

(7)

Includes impairment losses on goodwill and intangible assets.

108

(8)

Includes advisory fees in connection with M&A activities as well as certain one-time costs recognized in 2020 in relation to the Acquisition.

(9)

Includes expenses related to a certain patent infringement litigation. While we face such litigation from time to time, the magnitude of costs is rarely significant and this litigation expense is substantially higher than all but one other patent litigation expense in the last 10 years. Accordingly, we view expenses related to this litigation as outside our normal course of operations and not representative of our expected and recurring expenses. Legal expenses for other normal, recurring legal proceedings and other legal matters are not included in this adjustment.

(10)

We granted share-based compensation to employees under our equity compensation plans during the nine months ended September 30, 2023 and 2022, and the years ended December 31, 2022, 2021 and 2020, but did not incur any expenses related to share-based payments in such periods as options granted under our equity compensation plans only vest once certain service and performance conditions are met, as well as upon the occurrence of an exit event, such as an initial public offering, and we did not believe an exit event was probable during such time. We expect to recognize expenses related to share-based payments during the fourth quarter of the year ended December 31, 2023, as this offering became probable. We adjust for share-based payments in our calculations of Adjusted EBITDA and Adjusted EBITDA Margin because we believe that such expenses are not representative of our ongoing expenses as they relate to recognition in a single period of incentive compensation granted over a period of several fiscal years.

Adjusted Net Income

​

For the Nine Months Ended September 30,

For the Year Ended December 31,

​

2023

2022

2022

2021

2020

Net loss

​

$

(113.9)

​

$

(104.4)

​

$

(252.7)

​

$

(126.3)

​

$

(237.2)

Loss from discontinued operations

​

​

—

​

​

21.8

​

​

21.6

​

​

4.6

​

​

75.0

Restructuring expenses (1)

​

​

2.3

​

​

5.5

​

​

5.8

​

​

33.6

​

​

11.0

Impairment losses on goodwill and intangible assets (2)

​

​

—

​

​

—

​

​

198.1

​

​

—

​

​

—

Expenses related to M&A activities (3)

​

​

18.7

​

​

—

​

​

0.3

​

​

0.6

​

​

(4.7)

Expenses related to certain legal proceedings (4)

​

​

—

​

​

3.9

​

​

3.9

​

​

—

​

​

—

Share-based payments (5)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Income tax expense (6)

​

​

(1.3)

​

​

(2.2)

​

​

(6.9)

​

​

(11.2)

​

​

(14.2)

Adjusted Net Income

​

$

(94.2)

​

$

(75.5)

​

$

(29.9)

​

$

(98.7)

​

$

(170.0)

(1)

Includes expenses for restructuring from exit and termination events.

(2)

Includes impairment losses on goodwill and intangible assets.

(3)

Includes advisory fees in connection with M&A activities as well as certain one-time costs recognized in 2020 in relation to the Acquisition.

(4)

Includes expenses related to a certain patent infringement litigation. While we face such litigation from time to time, the magnitude of costs is rarely significant and this litigation expense is substantially higher than all but one other patent litigation expense in the last 10 years. Accordingly, we view expenses related to this litigation as outside our normal course of operations and not representative of our expected and recurring expenses. Legal expenses for other normal, recurring legal proceedings and other legal matters are not included in this adjustment.

(5)

We granted share-based compensation to employees under our equity compensation plans during the nine months ended September 30, 2023 and 2022 and the years ended December 31, 2022, 2021 and 2020, but did not incur any expenses related to share-based payments in such periods as options granted under our equity compensation plans only vest once certain service and performance conditions are met, as well as upon the occurrence of an exit event, such as an initial public offering, and we did

109

not believe an exit event was probable during such time. We expect to recognize expenses related to share-based payments during the fourth quarter of the year ended December 31, 2023, as this offering became probable. We adjust for share-based payments in our calculation of Adjusted Net Income because we believe that such expenses are not representative of our ongoing expenses as they relate to recognition in a single period of incentive compensation granted over a period of several fiscal years.

(6)

Includes income tax expense resulting from each adjustment as follows:

​	For the Nine Months Ended September 30,				For the Year Ended December 31,
​	2023		2022		2022			2021			2020
Loss from discontinued operations	​	—	​	0.1	​	​	0.2	​	​	(2.8)	​	​	(11.4)
Restructuring expenses	​	(0.5)	​	(1.4)	​	​	(1.5)	​	​	(8.4)	​	​	(2.8)
Impairment losses on goodwill and intangible assets	​	—	​	—	​	​	(4.7)	​	​	—	​	​	—
Expenses related to M&A activities	​	(0.8)	​	—	​	​	—	​	​	—	​	​	—
Expenses related to certain legal proceedings	​	—	​	(0.9)	​	​	(0.9)	​	​	—	​	​	—
Share-based payments	​	—	​	—	​	​	—	​	​	—	​	​	—
Total income tax expense	​	(1.3)	​	(2.2)	​	$	(6.9)	​	$	(11.2)	​	$	(14.2)

Quarterly Results of Operations

The following table sets forth selected unaudited consolidated quarterly income and loss data and selected quarterly non-IFRS financial measures for each of the quarters in the year ended December 31, 2022 and each of the quarters ended March 31, June 30, and September 30, 2023. The following selected unaudited consolidated quarterly financial data has been prepared on a basis consistent with our audited annual consolidated financial statements included elsewhere in this prospectus and, in the opinion of management, include all adjustments necessary to present fairly our results of operations and financial conditions for the periods presented. The following selected unaudited consolidated quarterly financial data should be read in conjunction with our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus. These quarterly results are not necessarily indicative of our operating results for a full year or any future period. The following quarterly non-IFRS financial measures should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with IFRS and may not be comparable to similarly titled non-IFRS measures used by other companies.

​	Three Months Ended
​	March 31, 2022			June 30, 2022			Sept. 30, 2022			Dec. 31, 2022			March 31, 2023			June 30, 2023			Sept. 30, 2023
​	($ in millions)
Revenue	​	$	809.2	​	$	693.5	​	$	847.4	​	$	1,198.8	​	$	1,050.3	​	$	856.8	​	$	1,146.3
Gross margin	​	​	49.5%	​	​	47.4%	​	​	51.0%	​	​	50.2%	​	​	52.8%	​	​	53.3%	​	​	50.7%
Net income (loss)	​	$	(29.0)	​	$	(73.1)	​	$	(2.3)	​	$	(148.3)	​	$	18.9	​	$	(96.9)	​	$	(35.9)
Non-IFRS Financial Measures	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted EBITDA	​	$	104.6	​	$	39.5	​	$	117.7	​	$	191.2	​	$	182.5	​	$	62.7	​	$	176.9
Adjusted Net Income	​	$	(14.8)	​	$	(58.9)	​	$	(1.7)	​	$	45.5	​	$	19.0	​	$	(94.2)	​	$	(19.1)
Segment Information	​			​			​			​			​			​			​
Segment Revenue	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Technical Apparel	​	$	261.3	​	$	169.8	​	$	227.7	​	$	436.7	​	$	355.2	​	$	303.0	​	$	384.6
Outdoor Performance	​	$	263.4	​	$	246.5	​	$	392.9	​	$	513.8	​	$	377.5	​	$	273.6	​	$	493.2
Ball & Racquet Sports	​	$	284.5	​	$	277.2	​	$	226.8	​	$	248.3	​	$	317.6	​	$	280.2	​	$	268.5
Segment Adjusted Operating Profit	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Technical Apparel	​	$	57.0	​	$	(10.7)	​	$	25.0	​	$	100.1	​	$	83.1	​	$	39.6	​	$	63.3
Outdoor Performance	​	$	(14.2)	​	$	(6.4)	​	$	67.6	​	$	70.7	​	$	31.1	​	$	(16.2)	​	$	88.3
Ball & Racquet Sports	​	$	36.2	​	$	29.4	​	$	(1.5)	​	$	(3.3)	​	$	45.8	​	$	7.5	​	$	2.4

110

The following table reconciles net income (loss), the most comparable IFRS financial measure, to Adjusted EBITDA for each period presented:

​

Three Months Ended

​

March 31, 2022

June 30, 2022

Sept. 30, 2022

Dec. 31, 2022

March 31, 2023

June 30, 2023

Sept. 30, 2023

​

($ in millions)

Net income (loss)

​

$

(29.0)

​

$

(73.1)

​

$

(2.3)

​

$

(148.3)

​

$

18.9

​

$

(96.9)

​

$

(35.9)

Income tax expense (1)

​

​

11.7

​

​

(3.7)

​

​

17.0

​

​

23.6

​

​

26.6

​

​

5.3

​

​

32.6

Finance cost (2)

​

​

57.6

​

​

55.0

​

​

55.3

​

​

68.1

​

​

86.1

​

​

101.1

​

​

109.4

Depreciation and amortization expenses (3)

​

​

49.7

​

​

50.4

​

​

47.6

​

​

49.1

​

​

52.0

​

​

52.3

​

​

54.1

Finance income (4)

​

​

(0.7)

​

​

(0.9)

​

​

(0.5)

​

​

(1.3)

​

​

(1.3)

​

​

(1.8)

​

​

(1.4)

Loss from discontinued operations (5)

​

​

9.5

​

​

8.3

​

​

0.4

​

​

1.2

​

​

—

​

​

—

​

​

—

Restructuring expenses (6)

​

​

5.8

​

​

(0.4)

​

​

0.1

​

​

0.3

​

​

—

​

​

—

​

​

2.3

Impairment losses on goodwill and intangible assets (7)

​

​

—

​

​

—

​

​

—

​

​

198.1

​

​

—

​

​

—

​

​

—

Expenses related to M&A activities (8)

​

​

—

​

​

—

​

​

—

​

​

0.3

​

​

0.2

​

​

2.7

​

​

15.8

Expenses related to certain legal proceedings (9)

​

​

—

​

​

3.9

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Share-based payments (10)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Adjusted EBITDA

​

$

104.6

​

$

39.5

​

$

117.7

​

$

191.2

​

$

182.5

​

$

62.7

​

$

176.9

(1)

Includes income tax expense from discontinued operations of nil and $(0.0) million for the three months ended March 31, 2023 and 2022, respectively, nil and $(0.0) million for the three months ended June 30, 2023 and 2022, respectively, nil and $0.0 million for the three months ended September 30, 2023 and 2022, respectively, and $(0.1) million for the three months ended December 31, 2022.

(2)

Total interest expense on lease liabilities under IFRS 16 was $2.0 million and $2.1 million for the three months ended March 31, 2023 and 2022, respectively, $2.1 million and $2.3 million for the three months ended June 30, 2023 and 2022, respectively, $3.4 million and $2.0 million for the three months ended September 30, 2023 and 2022, respectively, and $2.0 million for the three months ended December 31, 2022.

Includes finance cost from discontinued operations of nil and $0.0 million for the three months ended March 31, 2023 and 2022, respectively, nil and $0.3 million for the three months ended June 30, 2023 and 2022, respectively, nil and $0.2 million for the three months ended September 30, 2023 and 2022, respectively, and $(0.1) million for the three months ended December 31, 2022.

(3)

Total amortization expense for right-of-use assets capitalized under IFRS 16 was $18.8 million and $19.0 million for the three months ended March 31, 2023 and 2022, respectively, $19.3 million and $19.4 million for the three months ended June 30, 2023 and 2022, respectively, $21.3 million and $17.6 million for the three months ended September 30, 2023 and 2022, respectively, and $17.3 million for the three months ended December 31, 2022.

Includes depreciation and amortization from discontinued operations of nil and $0.4 million for the three months ended March 31, 2023 and 2022, respectively, nil and $3.4 million for the three months ended June 30, 2023 and 2022, respectively, nil and $0.3 million for the three months ended September 30, 2023 and 2022, respectively, and $(1.4) million for the three months ended December 31, 2022.

(4)

There was no finance income from discontinued operations for the periods presented.

(5)

Loss from discontinued operations before income tax expense, finance cost, depreciation and amortization and finance income.

111

(6)

Includes expenses for restructuring from exit and termination events.

(7)

Includes impairment losses on goodwill and intangible assets.

(8)

Includes advisory fees in connection with M&A activities.

(9)

Includes expenses related to a certain patent infringement litigation. While we face such litigation from time to time, the magnitude of costs is rarely significant and this litigation expense is substantially higher than all but one other patent litigation expense in the last 10 years. Accordingly, we view expenses related to this litigation as outside our normal course of operations and not representative of our expected and recurring expenses. Legal expenses for other normal, recurring legal proceedings and other legal matters are not included in this adjustment.

(10)

We granted share-based compensation to employees under our equity compensation plans during each of the periods presented but did not incur any expenses related to share-based payments in for such periods as options granted under our equity compensation plans only vest once certain service and performance conditions are met, as well as upon the occurrence of an exit event, such as an initial public offering, and we did not believe an exit event was probable during such time. We expect to recognize expenses related to share-based payments during the fourth quarter of the year ended December 31, 2023, as this offering became probable. We adjust for share-based payments in our calculation of Adjusted EBITDA because we believe that such expenses are not representative of our ongoing expenses as they relate to recognition in a single period of incentive compensation granted over a period of several fiscal years.

The following table reconciles net income (loss), the most comparable IFRS financial measure, to Adjusted Net Income for each period presented:

​

Three Months Ended

​

March 31, 2022

June 30, 2022

Sept. 30, 2022

Dec. 31, 2022

March 31, 2023

June 30, 2023

Sept. 30 2023

​

($ in millions)

Net income (loss)

​

$

(29.0)

​

$

(73.1)

​

$

(2.3)

​

$

(148.3)

​

$

18.9

​

$

(96.9)

​

$

(35.9)

Loss from discontinued operations

​

​

9.9

​

​

11.4

​

​

0.5

​

​

(0.1)

​

​

—

​

​

—

​

​

—

Restructuring expenses (1)

​

​

5.8

​

​

(0.4)

​

​

0.1

​

​

0.3

​

​

—

​

​

—

​

​

2.3

Impairment losses on goodwill and intangible assets (2)

​

​

—

​

​

—

​

​

—

​

​

198.1

​

​

—

​

​

—

​

​

—

Expenses related to M&A activities (3)

​

​

—

​

​

—

​

​

—

​

​

0.3

​

​

0.2

​

​

2.7

​

​

15.8

Expenses related to certain legal proceedings (4)

​

​

—

​

​

3.9

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Share-based payments (5)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Income tax expense (6)

​

​

(1.4)

​

​

(0.8)

​

​

(0.0)

​

​

(4.8)

​

​

—

​

​

—

​

​

(1.3)

Adjusted Net Income

​

$

(14.8)

​

$

(58.9)

​

$

(1.7)

​

$

45.5

​

$

19.0

​

$

(94.2)

​

​

(19.1)

(1)

Includes expenses for restructuring from exit and termination events.

(2)

Includes impairment losses on goodwill and intangible assets.

(3)

Includes advisory fees in connection with M&A activities.

(4)

Includes expenses related to a certain patent infringement litigation. While we face such litigation from time to time, the magnitude of costs is rarely significant and this litigation expense is substantially higher than all but one other patent litigation expense in the last 10 years. Accordingly, we view expenses related to this litigation as outside our normal course of operations and not representative of our expected and recurring expenses. Legal expenses for other normal, recurring legal proceedings and other legal matters are not included in this adjustment.

(5)

We granted share-based compensation to employees under our equity compensation plans during each of the periods presented but did not incur any expenses related to share-based payments in such

112

periods as options granted under our equity compensation plans only vest once certain service and performance conditions are met, as well as upon the occurrence of an exit event, such as an initial public offering, and we did not believe an exit event was probable during such time. We expect to recognize expenses related to share-based payments during the fourth quarter of the year ended December 31, 2023, as this offering became probable. We adjust for share-based payments in our calculation of Adjusted EBITDA because we believe that such expenses are not representative of our ongoing expenses as they relate to recognition in a single period of incentive compensation granted over a period of several fiscal years.

(6)

Includes income tax expense resulting from each adjustment as follows:

​

Three Months Ended

​

March 31, 2022

June 30, 2022

Sept. 30, 2022

Dec. 31, 2022

March 31, 2023

June 30, 2023

Sept. 30, 2023

​

($ in millions)

Loss from discontinued operations

​

$

0.0

​

$

0.0

​

$

(0.0)

​

$

0.1

​

$

—

​

$

—

​

$

—

Restructuring expenses

​

​

(1.4)

​

​

0.1

​

​

(0.0)

​

​

(0.1)

​

​

—

​

​

—

​

​

(0.5)

Impairment losses on goodwill and intangible assets

​

​

—

​

​

—

​

​

—

​

​

(4.7)

​

​

—

​

​

—

​

​

—

Expenses related to M&A activities

​

​

—

​

​

—

​

​

—

​

​

(0.1)

​

​

—

​

​

—

​

​

(0.8)

Expenses related to certain legal proceedings

​

​

—

​

​

(0.9)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Share-based payments

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total income tax expense

​

$

(1.4)

​

$

(0.8)

​

$

(0.0)

​

$

(4.8)

​

$

—

​

$

—

​

$

(1.3)

Liquidity and Capital Resources

Our primary need for liquidity is to fund working capital requirements, capital expenditures, debt service, lease obligations and for general corporate purposes. Typically, the highest level of working capital has been reached in the third quarter when inventory and accounts receivable are at a peak during the fall and winter shopping season.

Our future contractual obligations are further discussed in “―Contractual Obligations and Commitments” below. Historically, our main sources of liquidity have been cash flow from operating activities, shareholder loans and borrowings under our existing credit facilities. See “Related Party Transactions—Loans with Related Parties” and “—Indebtedness.” We had $402.0 million, $566.7 million and $389.5 million of cash and cash equivalents as of December 31, 2022, December 31, 2021 and January 1, 2021, respectively. The $164.7 million decrease in cash and cash equivalents as of December 31, 2022 as compared to December 31, 2021 was primarily due to inventory build-up following the supply chain disruptions experienced during 2021. The $177.2 million increase in cash and cash equivalents as of December 31, 2021 as compared to January 1, 2021 was primarily due to the divestiture of the Precor business and the reduction of inventory related to supply chain disruptions. As of September 30, 2023, we had $284.2 million of cash and cash equivalents. The $117.8 million decrease as of September 2023 as compared to December 31, 2022 was primarily due to use of cash in operating and investing activities.

We believe our existing cash and cash equivalent balances, cash flow from operations and credit facilities will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our long-term capital requirements may vary materially from those currently planned and will depend on many factors, including the rate of revenue growth, the timing and extent of spending on research and development efforts, new owned retail store openings and other growth initiatives, the expansion of sales and marketing activities, the timing of new products, and overall economic conditions. We are also expecting increased capital expenditures related to the upgrade of our global SAP enterprise resource planning system over the next several years, which we are in the process of implementing across each of our brands,

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and the expansion of our warehousing facilities. Our capital expenditure budget for 2023 is approximately $200 million and we expect our capital expenditure budget for 2024 to be approximately $300 million.

To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to shareholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that may restrict our operations. We also regularly evaluate market conditions, our liquidity profile, and various financing alternatives for opportunities to enhance our capital structure. If market conditions are favorable, we may refinance our existing debt or issue additional securities. There can be no assurances that we will be able to raise additional capital on terms that are attractive to us or at all. The inability to raise capital may adversely affect our ability to achieve our business objectives.

Cash Flow Information

The following table sets forth our consolidated cash flow information for the periods presented:

​	For the Nine Months Ended September 30,						For the Year Ended December 31,
​	2023			2022			Restated 2022			Restated 2021			Restated 2020
​	($ in millions)
Total net cash flows (used in)/from operating activities	​	$	(106.1)	​	$	(179.7)	​	$	(91.7)	​	$	268.0	​	$	297.9
Net cash flow (used in)/from investing activities	​	$	(95.6)	​	$	(82.4)	​	$	(118.6)	​	$	295.4	​	$	(106.7)
Net cash flow from/(used in) financing activities	​	$	97.3	​	$	47.8	​	$	81.1	​	$	(369.7)	​	$	(165.3)

(1)

The consolidated financial statements included herein have been restated due to certain changes in accounting principles, classification and corrections of errors from previously published consolidated financial statements. For further information on the restatements of our consolidated financial statements for the fiscal years 2022, 2021 and 2020, see Note 3, “Changes in accounting principles and correction of errors,” to our audited consolidated financial statements included elsewhere in this prospectus.

Operating Activities

Cash outflow from operating activities was $106.1 million for the nine months ended September 30, 2023, compared to cash outflow from operating activities of $179.7 million for the nine months ended September 30, 2022. The year-over-year improvement of $73.6 million was primarily due to improved operating profit, partially offset by an increase in inventory and higher interest payments.

Cash outflow from operating activities was $91.7 million in 2022 compared to cash inflow from operating activities of $268.0 million in 2021. The year-over-year decrease of $359.7 million in cash inflows from operating activities was primarily due to an increase in inventory following supply chain recovery following the COVID-19 pandemic, partially offset by sales growth.

Cash inflow from operating activities was $268.0 million in 2021 compared to cash inflow from operating activities of $297.9 million in 2020. The year-over-year decrease of $29.9 million in cash inflows from operating activities was primarily due to an increase in inventory, partially offset by improved earnings from sales growth and gross margin expansion.

Investing Activities

Cash outflow from investing activities was $95.6 million for the nine months ended September 30, 2023, compared to cash outflow from investing activities of $82.4 million for the nine months ended September 30, 2022. The year-over-year increase of $13.2 million in cash outflow from investing activities was due to a moderate increase in capital expenditures.

Cash outflow from investing activities was $118.6 million in 2022 compared to cash inflow from investing activities of $295.4 million in 2021. The year-over-year decrease of $414.0 million in cash flows from investing activities was due to the sale of Precor in 2021 and a moderate increase in capital expenditure.

114

Cash inflow from investing activities was $295.4 million in 2021 compared to cash outflow from investing activities of $106.7 million in 2020. The year-over-year increase of $402.1 million in cash flows from investing activities was primarily due to the sale of Precor and moderate reduction in capital expenditure.

Our capital expenditures (which we define herein to refer to the acquisition of property, plant and equipment and the acquisition of intangible assets, as presented in our consolidated statement of cash flows) for the nine months ended September 30, 2023 and 2022 totaled $90.0 million and $74.7 million respectively and for the years ended December 31, 2022, 2021 and 2020 totaled $109.8 million, $93.7 million and $106.0 million, respectively.

Financing Activities

Cash inflow from financing activities was $97.3 million for the nine months ended September 30, 2023, compared to cash inflow from financing activities of $47.8 million for the nine months ended September 30, 2022. The year-over-year increase of $49.5 million in cash flows from financing activities was due to the draw down of short-term credit facilities to fund working capital.

Cash inflow from financing activities was $81.1 million in 2022 compared to cash outflow from financing activities of $369.7 million in 2021. The year-over-year increase of $450.8 million in cash flows from financing activities was due to draw down of short term credit facilities to fund working capital.

Cash outflow from financing activities was $369.7 million in 2021 compared to cash outflow from financing activities of $165.3 million in 2020. The year-over-year decrease of $204.4 million in cash flows from financing activities was primarily due to repayment of loan facilities following the sale of Precor.

Indebtedness

Senior Facilities Agreement

General

On March 20, 2019, our wholly owned subsidiary, Amer Sports Holding Oy (f/k/a Mascot Midco 1 Oy) (the “Parent Guarantor”), and certain of its subsidiaries, including Amer Sports Holding 1 Oy (f/k/a Mascot Bidco Oy) (“Bidco”) and Mascot Bidco Canada Inc. (“Canada Bidco” and, together with Bidco, the “Borrowers”), entered into a senior facilities agreement with, among others, J.P. Morgan SE (f/k/a J.P. Morgan Europe Limited) as agent and Wilmington Trust (London) Limited as security agent and, on July 17, 2023, such agreement was amended and restated in its entirety (the “Senior Facilities Agreement”). The Senior Facilities Agreement provides for (i) a EUR 315 million senior secured revolving facility (the “Revolving Facility”) and (ii) a EUR 1.7 billion senior secured term loan facility (the “Term Loan Facility” and, together with the Revolving Facility, the “Senior Credit Facilities”). The Revolving Facility matures on September 29, 2025 and the Term Loan Facility matures on March 29, 2026. Pursuant to the terms of the Senior Facilities Agreement and subject to certain conditions set out therein, additional commitments or facilities may be established under the Senior Facilities Agreement. As of September 30, 2023, we had EUR 4.3 million of borrowings available under the Revolving Facility and we had no borrowings available under the Term Loan Facility.

The Senior Credit Facilities are guaranteed by the Parent Guarantor and by certain of the Parent Guarantor’s subsidiaries, and are secured by security granted by the Parent Guarantor and certain of its subsidiaries.

Interest Rate and Fees

The Revolving Facility bears interest at a rate of the relevant reference rate (being EURIBOR for loans in EUR and Term SOFR for loans in U.S. dollars) plus 3.25% per annum and the Term Loan Facility bears interest at a rate of EURIBOR plus 4.50% per annum, in each case, subject to a leveraged-based margin ratchet. In addition to paying interest on the outstanding principal under the Senior Credit Facilities, Bidco is required to pay a commitment fee of 30% of the applicable margin per annum to the lenders under the Revolving Facility in respect of the unutilized commitments thereunder.

115

Prepayments

Loans under the Revolving Facility may be voluntarily prepaid by giving the agent not less than one business day’s notice, without premium or penalty but subject to the payment or customary break costs if the prepayment is not made on the last day of an interest period.

Loans under the Term Loan Facility may be voluntarily prepaid by giving the agent not less than three business days’ notice, without premium or penalty, but subject to the payment of customary break costs if the prepayment is not made on the last day of an interest period.

The Senior Facilities Agreement also includes customary mandatory prepayment provisions that, in certain specified circumstances, require prepayments to be made in respect of the Senior Facilities, including, but not limited to, in respect of the occurrence of a change of control, the sale of all or substantially all of the assets of the Parent Guarantor and certain of its subsidiaries, the proceeds of certain asset dispositions and the excess cash flow of the Parent Guarantor and certain of its subsidiaries. Subject to the satisfaction of certain conditions provided for the in the Senior Facilities Agreement, upon completion of this offering, it is expected that mandatory prepayment obligations in respect of asset dispositions and excess cash flow will cease to apply.

Covenants and Events of Default

The Senior Facilities Agreement contains customary negative covenants, including, but not limited to, in respect of incurrence of indebtedness, granting loans, guarantees or security interests, disposing of assets and making or entering into acquisitions, joint ventures or mergers, in each case, other than as permitted under the Senior Facilities Agreement. The Senior Facilities Agreement also contains certain customary affirmative covenants including, but not limited to, in respect of maintaining in full force and effect authorizations, compliance with laws, the ranking of claims, maintaining insurance, payment of taxes and compliance with certain financial covenants. The Parent Guarantor is in material compliance with all covenants in the Senior Facilities Agreement. Subject to the satisfaction of certain conditions provided for the in the Senior Facilities Agreement, upon completion of this offering, it is expected that certain of the negative and affirmative covenants in the Senior Facilities Agreement will cease to apply.

The Senior Facilities Agreement also contains events of default that are customary for facilities of this type. If an event of default occurs, the lenders under the Senior Credit Facilities are entitled to take various actions, including acceleration of amounts due under the Senior Credit Facilities and enforcement of security.

Loans with Related Parties

On March 26, 2019, JVCo (as lender) entered into an intercompany loan agreement with our wholly-owned subsidiary, Amer Sports Holding (HK) Limited (“Amer Sports HK”) (as borrower), pursuant to which JVCo advanced to Amer Sports HK a loan with an aggregate principal amount outstanding as of September 30, 2023 of $2.6 billion (“JVCo Loan 1”). On February 28, 2022, we assumed all obligations under JVCo Loan 1 from Amer Sports HK. Any borrowings under JVCo Loan 1 accrue interest at a rate equal to the percentage rate per annum which is the aggregate of the applicable margin of 4.00%, 4.25% or 4.50%, depending on the current leverage ratio, and EURIBOR for any loans in euros and SOFR for all other loans, plus 0.25%. JVCo Loan 1 matures on March 26, 2029. $       billion of JVCo Loan 1 is expected to be equitized immediately prior to the completion of this offering and all remaining borrowings under JVCo Loan 1 are expected to be repaid with net proceeds from this offering. See “Summary—IPO-Related Transactions—Shareholder Loan Equitization” and “Use of Proceeds.” JVCo has temporarily suspended the accrual of interest under JVCo Loan 1 subsequent to December 31, 2022 in contemplation of this offering and the related equitization and repayment of the loan. The temporary suspension of interest on JVCo Loan 1 is accounted for as a capital contribution with a debit to interest expense and a credit to equity. The equitization of JVCo Loan 1 will be treated as credit to equity as shareholder contribution, and therefore has no associated gains or losses.

On March 26, 2019, JVCo (as lender) entered into an intercompany loan agreement with our wholly-owned subsidiary, Amer Sports HK (as borrower), pursuant to which JVCo advanced to Amer Sports HK

116

a loan with an aggregate principal amount outstanding as of September 30, 2023 of $1.4 billion (“JVCo Loan 2”). On February 28, 2022, we assumed all obligations under JVCo Loan 2 from Amer Sports HK. Any borrowings under JVCo Loan 2 accrue interest at a rate equal to the percentage rate per annum that is the aggregate of the applicable margin of 2.00% or 1.75%, depending on the current leverage ratio of ANTA Sports, together with its subsidiaries and JVCo, and EURIBOR, plus a margin to be determined from time to time. JVCo Loan 2 matures on March 26, 2029. JVCo Loan 2 is expected to be repaid in full in connection with this offering. See “Use of Proceeds.” JVCo has temporarily suspended the accrual of interest under JVCo Loan 2 subsequent to December 31, 2022 in contemplation of this offering and the related repayment of the loan. The temporary suspension of interest on JVCo Loan 2 is accounted for as a capital contribution with a debit to interest expense and a credit to equity.

On May 29, 2020, JVCo (as lender) entered into an intercompany loan agreement with our wholly-owned subsidiary, Amer Sports HK (as borrower), pursuant to which JVCo agreed to make available to Amer Sports HK a loan in a principal amount of up to EUR 400 million (“JVCo Loan 3”). As of October 1, 2022, we assumed all obligations under JVCo Loan 3 from Amer Sports HK. Any borrowings under JVCo Loan 3 accrue interest at a rate equal to the percentage rate per annum that is the aggregate of the applicable margin of 4.00%, 4.25% or 4.50%, depending on the current leverage ratio, and EURIBOR for any loans in euros and SOFR for all other loans, plus 0.25%. JVCo Loan 3 matures on March 26, 2029. There are no borrowings outstanding under JVCo Loan 3. JVCo Loan 3 is expected to be canceled in connection with this offering.

On February 28, 2022, the Co-Invest entered into a loan agreement with us for a loan in an aggregate principal amount outstanding as of September 30, 2023 of $7.5 million (“Co-Invest Loan 1”), maturing on March 26, 2029. $        million of Co-Invest Loan 1 is expected to be equitized immediately prior to the completion of this offering and all remaining borrowings under Co-Invest Loan 1 are expected to be repaid with net proceeds from this offering. See “Summary—IPO-Related Transactions—Shareholder Loan Equitization” and “Use of Proceeds.” The Co-Invest has temporarily suspended the accrual of interest under Co-Invest Loan 1 subsequent to December 31, 2022 in contemplation of this offering and the related equitization and repayment of the loan. The temporary suspension of interest on Co-Invest Loan 1 is accounted for as a capital contribution with a debit to interest expense and a credit to equity. The equitization of Co-Invest Loan 1 will be treated as credit to equity as shareholder contribution, and therefore has no associated gains or losses.

On February 28, 2022, the Co-Invest also entered into a loan agreement with us for a loan in an aggregate principal amount outstanding as of September 30, 2023 of $3.9 million (“Co-Invest Loan 2”), maturing on March 26, 2029. Co-Invest Loan 2 is expected to be repaid in full in connection with this offering. See “Use of Proceeds.” The Co-Invest has temporarily suspended the accrual of interest under Co-Invest Loan 2 subsequent to December 31, 2022 in contemplation of this offering and the related repayment of the loan. The temporary suspension of interest on Co-Invest Loan 2 is accounted for as a capital contribution with a debit to interest expense and a credit to equity.

See also “Related Party Transactions.”

Contractual Obligations and Commitments

The following table summarizes our contractual obligations and commitments, excluding interest, as of December 31, 2022.

​

Payments Due by Period

Contractual Obligations and Commitments

Total

Less than 1 year

1–3 years

3–5 years

More than 5 years

​

($ in millions)

Lease liabilities

​

$

196.5

​

$

63.5

​

$

90.2

​

$

22.5

​

$

20.3

Loans from financial institutions

​

​

2,000.5

​

​

208.3

​

​

—

​

​

1,792.2

​

​

—

Loans from related parties (1)

​

​

4,039.0

​

​

—

​

​

—

​

​

—

​

​

4,039.0

Accounts payable

​

​

435.6

​

​

435.6

​

​

—

​

​

—

​

​

—

Other commitments (2)

​

​

245.3

​

​

65.8

​

​

74.7

​

​

60.9

​

​

43.9

Total

​

$

6,916.9

​

$

773.2

​

$

164.9

​

$

1,875.6

​

$

4,103.2

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(1)

Loans from related parties relate to shareholder loans that are not expected to survive this offering. See “—Indebtedness—Loans with Related Parties.”

(2)

Other commitments primarily consist of lease contracts for short-term leased assets and for low value assets, commitments related to long-term endorsement contracts with professional and non-professional sports leagues, as well as certain short-term contracts, contracts with brand ambassadors and certain guarantees related to the divested Precor business. Such guarantees, in accordance with the share purchase agreement related to such sale, are the buyer’s responsibility commencing from the date of purchase and are expected to be released in 2024.

Off-Balance Sheet Arrangements

We have off-balance sheet arrangements in connection with certain leases and guarantees. Leases not capitalized mainly relate to short term and low value leases for which IFRS 16 offers an exemption from capitalization, while the guarantees include arrangements with third parties related to the divested Precor business.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.

Foreign Currency Risk

Foreign currency risk primarily relates to the extent that sales, purchases, and borrowings of our foreign operations are denominated in currencies other than the functional currency of the legal entity in which the transaction is recorded by us. Assets and liabilities arising from such transactions are translated into the legal entity’s functional currency using the exchange rate in effect on the balance sheet date. Revenue and expenses are translated using the average exchange rate over the relevant period. Our functional currency is the euro. We present our financial statements in U.S. dollars, and record transactions in foreign currencies at the rate in effect on the transaction date, and assets and liabilities denominated in foreign currencies that are outstanding at the end of a financial period are translated at the closing rate in effect on the applicable balance sheet date.

For the years ended December 31, 2022, 2021 and 2020, respectively, we generated 64.9%, 66.6% and 66.6% of our revenue in currencies other than U.S. dollars and 74.1%, 77.3% and 78.0% of our operating expenses were incurred in currencies other than U.S. dollars. For the nine months ended September 30, 2023 and 2022, respectively, we generated 66.8% and 62.7% of our revenue in currencies other than U.S. dollars and 84.0% and 83.0% of our operating expenses were incurred in currencies other than U.S. dollars. In periods where the U.S. dollar strengthens relative to the euro, Canadian dollar, RMB or other foreign currencies in countries where we have operations, there is a negative impact on our operating results upon translation of those foreign operating results into the U.S. dollar. The translation impact of a 10% increase in the U.S. dollar against all other foreign currencies would have increased operating profit by $10.1 million, decreased operating profit by $3.9 million and decreased operating profit by $3.1 million, for the years ended December 31, 2022, 2021 and 2020, respectively. The potential change noted above is based on a sensitivity analysis performed on our financial position as of December 31, 2022.

Transaction risk arises from foreign currency denominated assets and liabilities. 29.5%, 35.7% and 36.4% of our assets and 75.8%, 80.2% and 80.8% of our liabilities were subject to foreign currency exposure as of December 31, 2022, December 31, 2021 and December 31, 2020, respectively. 29.5% and 29.1% of our assets and 76.7% and 75.6% of our liabilities were subject to foreign currency exposure as of September 30, 2023 and 2022, respectively. The net impact after hedging based on a strengthening of the U.S. dollar by 10% vs. our five main currencies would have resulted in an increase in net loss of $20 million, $21 million and $21 million for the years ended December 31, 2022, 2021 and 2020, respectively. The potential change noted above is based on a sensitivity analysis performed on our financial position as of December 31, 2022.

Where possible, we seek to manage foreign currency exposure through a variety of methods, including by financing each business unit in its functional currency and concentrating cash flows through centralized

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entities to limit the number of foreign currencies being utilized for purchases. Additionally, we enter into hedging arrangements to limit our exposure to foreign currency fluctuations for a significant portion of our cash flows, in particular with our most commonly used foreign currencies, including euros, Canadian dollars and RMB. Such hedging arrangements may include foreign exchange forward contracts and options, interest rate swaps, interest rate options and cross-currency swaps. The majority of our hedging arrangements are short-term and are usually rolled forward within the standard business cycle. Nonetheless, it is not practical for us to mitigate all of our foreign currency exposure, nor are we able to accurately predict the possible impact of future foreign currency exchange rate fluctuations on our results of operations, due to our constantly changing exposure to various foreign currencies, difficulty in predicting fluctuations in foreign currency exchange rates relative to the U.S. dollar and the significant number of foreign currencies involved. We have experienced and we will continue to experience fluctuations in our net income as a result of revaluing our assets and liabilities that are not denominated in the functional currency of the entity that recorded the asset or liability.

Commodity Price Risk

We are exposed to commodity and other price risk, including from rubber, nylon, polyester and steel, aluminum and other materials, which we either purchase directly or in a converted form such as fabric, as well as other inputs, including energy, transportation and logistics services. To manage risks of commodity price changes, management negotiates prices in advance when possible. We have not historically managed commodity price exposures by using derivative instruments.

Inflation Risk

Inflationary pressures have recently increased, and may continue to increase, the costs of labor, raw materials and other inputs for our products. We have experienced, and may continue to experience, higher than expected inflation, including escalating transportation, commodity and other supply chain costs and disruptions. If our costs are subject to significant inflationary pressures, we may not be able to offset such higher costs through price increases, which could adversely affect our business, results of operations or financial condition.

Funding and Liquidity Risk

Our ability to obtain additional capital, if and when required, will depend on our business plans, investor demand, our operating performance, market conditions, our credit rating and other factors, and we may not be able to raise needed cash on terms acceptable to us or at all. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, as well as on our ability to timely repay existing commitments, such as any commitments pursuant to the Revolving Facility or the Term Loan Facility. As of September 30, 2023, we had EUR 4.3 million of borrowings available under the Revolving Facility and we had no borrowings available under the Term Loan Facility.

Interest Rate Risk

Our interest expense for our existing borrowings and for any new debt we may incur in the future, including under our Senior Facilities Agreement, could be exposed to changes in interest rates. We engage in hedging arrangements to limit our exposure to interest rate fluctuations, including for a portion of our Senior Facilities Agreement. Even though we engage in hedging activities, interest rate risk is highly sensitive due to many factors, including monetary and tax policies, market and economic factors and other factors beyond our control, as well as due to repricing of existing floating rate debt and raising new floating rate debt, and could have a significant negative or positive impact on the results of our operations. As of December 31, 2022, a 1% increase in interest rates would have increased net loss by $52.5 million, $48.5 million and $49.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The potential change noted above is based on a sensitivity analysis performed on our financial position as of December 31, 2022.

Credit Risk

We are exposed to potential credit losses in the event of nonperformance by counterparties to our receivables, including our customers. Concentrations of credit risk arising from receivables from customers

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are limited due to the diversity of our customers and the global nature of our business. For the year ended December 31, 2022, our largest single customer accounted for 4% of total accounts receivable and our 20 largest wholesale partners accounted for 31% of total accounts receivable. For the nine months ended September 30, 2023, our largest single customer accounted for 2.9% of total accounts receivable and our 20 largest wholesale partners accounted for 27.4% of total accounts receivable. At December 31, 2022, the average payment time for outstanding sales was 53 days. For the nine months ended September  30, 2023, the average payment time for outstanding sales was 50 days. In order to minimize risk, we perform credit evaluations of our customers’ financial conditions, use credit insurances in the majority of the countries in Europe as well as in Japan, and may also obtain collateral or other security as appropriate. Notwithstanding these efforts, current adverse macroeconomic factors across the global economy may increase the difficulty in collecting receivables.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in conformity with IFRS. The preparation of our consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements and, therefore, we consider these to be our critical accounting policies. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions.

See Note 2, “Significant Accounting Policies,” to our audited consolidated financial statements and Note 2, “Summary of Significant Accounting Policies,” to our unaudited interim consolidated financial statements, each included elsewhere in this prospectus for information about these critical accounting policies, as well as a description of our other significant accounting policies.

Revenue

Revenue is primarily derived from the sale of merchandise through our DTC channel, which comprises owned retail and e-commerce, and our wholesale channel, but also includes limited services and license fees. Revenue is presented net of value added tax, discounts, incentives, rebates earned by customers and estimated returns. We recognize revenue under IFRS 15 at the point in time when control of the products and services are transferred to the customer in accordance with the terms of delivery at an amount that reflects the consideration to which we expect to be entitled in exchange for those products and services in the ordinary course of our activities. We apply the following five-step model when determining the timing and amount of revenue recognition:

1)

identifying the contracts with customers;

2)

identifying the separate performance obligations;

3)

determining the transaction price;

4)

allocating the transaction price to separate performance obligations; and

5)

recognizing revenue when each performance obligation is satisfied.

Contracts with customers generally consist of a single performance obligation, including merchandise, packaging and delivery activities. Revenue is recognized when the customer obtains control over the goods and the required services have been performed. We recognize a contract liability for products for which control has not been transferred to the customer.

We generally offer DTC customers of our products the right to return or exchange merchandise purchased within 14–30 days of receipt, while certain of our contracts provide wholesale partners a right to return goods within a specified period. A refund liability is recognized as a reduction of sales and a right of return asset is recognized as a reduction of cost of goods sold, based on both historical experience and anticipated future returns.

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In the wholesale sector, we offer certain major wholesale partners volume rebates, performance bonuses, and payment term discounts. We primarily utilize the expected value method to estimate the variable consideration for future rebates and performance bonuses.

We recognize a contract liability for the sale of gift cards in both owned retail and e-commerce. We anticipate to be entitled to a breakage amount, which is then recognized as revenue in proportion to the pattern of customer rights exercised based on historical data.

Inventory

Inventory is valued at the lower of cost or net realizable value, utilizing the weighted average cost method, which requires an estimate of the products future selling prices. When determining the net realizable value, we consider several factors, including seasonal fluctuations in selling prices, estimated expenses for completing the sale, inventory levels, aging, customer behavior, anticipated sales volume, and expected selling prices and costs. When circumstances that previously caused inventories to be written down below cost no longer exist, the amount of the write-down previously recorded is reversed.

Impairment of Non-Financial Assets

We assess the carrying amounts of our non-financial assets, such as our goodwill and intangible assets with indefinite useful lives, to determine whether there is any indication of impairment at each reporting date. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested at least annually for impairment.

Impairment testing is performed by comparing the recoverable amount of an asset or the cash generating unit (“CGU”), which is the smallest group of assets generating cash inflows largely independent of the cash inflows from other assets or groups of assets, to its carrying amount. The recoverable amount of an asset or a CGU is the higher of its fair value less costs of disposal and value in use. Value in use is calculated using the discounted cash flow method for each CGU. We assessed the carrying value of our non-financial assets for potential impairment during the fourth quarter of 2022, 2021, and 2020 respectively.

Impairment is recognized when the carrying value of an asset exceeds its recoverable amount. Recognized impairment losses are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

Key assumptions we use for impairment assessment include forecasted cash flows of the business, estimated discount rate, royalty rates and future growth rates. We use internal and external data to forecast the key assumptions. The cash flow projections are based on a 10-year financial forecast, of which the first five years are prepared by management and approved by our board of directors. To better reflect the medium-term growth expectations for the CGU in growing markets, financial forecasts after the first five-year period are extrapolated for a further five years using declining growth rates, which reduce the year-five growth rate to the long-term growth rate.

We recognized impairment losses of $198.1 million for Peak Performance in 2022. In 2020 and 2021, no impairment losses on goodwill and intangible assets with indefinite useful lives were recorded in the continuing operations.

Share-based Payments

On November 27, 2019 and January 20, 2023, our board of directors established the 2019 ESOP and 2023 ESOP, respectively. The objectives of the 2019 ESOP and the 2023 ESOP are to align the interest of the shareholders and key employees in order to increase our value in the long-term, and to commit key employees to us. The 2019 ESOP and the 2023 ESOP provide for awards in the form of stock options to our key employees. The maximum number of options that may be granted under the 2019 ESOP and the 2023 ESOP is 3% and 1.2%, respectively, of all of our issued and outstanding shares.

Options granted to employees vest once certain service and performance conditions are met, as well as upon the occurrence of an exit event. An exit event refers to a public offering of the Company’s shares or a sale of the controlling majority shares or business assets and is considered a non-market performance condition. When options have service and/or performance conditions, the amount of compensation expense recognized is based on the number of awards expected to vest, reflecting estimated expected forfeitures.

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This estimation is adjusted to reflect those awards that do ultimately vest. The forfeiture rate is based on our best estimate of expected forfeitures, taking into consideration historical trends and expected future behavior regarding forfeitures.

For options that depend on non-market performance conditions (i.e., an exit event), we recognize the related expense if and when we conclude that it is probable that the exit event will be achieved. No options were exercised, nor were any share-based payment expenses for equity-settled awards and cash-settled awards recognized, for the nine months ended September 30, 2023 and 2022 and the years ended December 31, 2022, 2021 or 2020, in the latter case because the likelihood of occurrence of such condition was not deemed probable during any reporting period. We reassess the probability of achieving the non-market performance condition at each reporting date to ensure the accuracy of this assessment.

The grant date fair value of each stock option granted is estimated using the Monte Carlo simulation model including any market performance conditions and excluding the impact of any service and non-market performance vesting conditions. Equity-settled awards are measured on the grant date, while cash-settled awards are remeasured until settlement. See Note 10, “Share-Based Payments,” to our audited consolidated financial statements and Note 6, “Share-Based Payments,” to our unaudited interim consolidated financial statements, each included elsewhere in this prospectus.

Expected volatility has been based on the historical volatility of the comparable companies’ share price, particularly over the historical period commensurate with the expected life of the options. The expected life of the instrument generally refers to the vesting date plus one year, which is based on general option holder behavior.

Recent Accounting Pronouncements

New accounting guidance that we have recently adopted, as well as accounting guidance that has been recently issued but not yet adopted by us, is included in Note 2, “Significant Accounting Policies,” to our audited consolidated financial statements and Note 2, “Summary of Significant Accounting Policies,” to our unaudited interim financial statements, each included elsewhere in this prospectus.

Internal Control over Financial Reporting

In connection with the preparation of our consolidated financial statements, we identified a material weakness in our internal control over financial reporting. See “Risk Factors—Risks Related to Financial, Accounting and Tax Matters—We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate the material weakness or if we identify additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.” We are in the process of implementing measures designed to improve our internal control over financial reporting and remediate the material weakness. This includes implementing new information technology and systems for the preparation of financial statements, implementing additional review procedures within our accounting and finance department, and hiring additional staff and engaging external accounting experts to support improving our accounting processes and procedures and supplement our internal resources in our computation processes.

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BUSINESS 

Our Purpose

Elevating the world through sport—from courts to slopes, from cities to mountains, and everywhere in between, we aim to inspire people to explore and experience the joy of sports and outdoor activities, and lead better, healthier lives. Our vision is to be the global leader in premium sports and outdoor brands.

Company Overview

Amer Sports is a global group of iconic sports and outdoor brands, including Arc’teryx, Salomon, Wilson, Atomic and Peak Performance. Our brands are known for their detailed craftsmanship, unwavering authenticity, premium market positioning and compelling market shares in their categories. We pride ourselves on cutting-edge innovation, technical performance and ground-breaking designs that allow athletes and everyday consumers to perform better every day. Through partnerships with industry influencers and elite athletes, and in collaboration with the various communities we serve, we develop next-generation products that define winning moments in sports. Our brands are creators of exceptional apparel, footwear, equipment, protective gear and accessories that we believe give our consumers the confidence and comfort to excel.

Select Pinnacle Moments in Sports where Amer Sports’ Brands are Delivering at the Highest Levels

Courtney Dauwalter smashes ultramarathon world records wearing Salomon shoes, apparel and packs	Marta Kostyuk takes the court at Roland-Garros, playing head-to-toe in Wilson
Pro freeskier, Chris Benchetler, is protected from the elements in his Arc’teryx jacket	Winning her 88th World Cup race in 2023, Mikaela Shiffrin has the record for most Alpine World Cup victories in history

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Our brands are our stars, constantly elevating the consumer experience and creating thriving communities. We empower our brands to pursue market-shaping leadership and set the standard for quality, performance and brand experience globally. While our brands have established heritage and market leadership today, significant runway remains ahead. We are excited about our future and the opportunity to drive growth in each of our three reportable segments: Technical Apparel, Outdoor Performance and Ball & Racquet Sports. Our segments comprise our “brand clusters,” which reflect both how our consumers engage with our products and how we manage our business.

Technical Apparel	Outdoor Performance	Ball & Racquet Sports

Each segment is led by one of our core brands: Arc’teryx, Salomon and Wilson. Each of these brands creates high-quality technical products that stand out in their respective categories, and possesses key differentiated attributes.

​
Founded	1989	1947	1914
Purpose	Lead the world in snow, trail and climb products for the mountain athlete	We exist to unleash the best in people through mountain sports	Empower every human to live life like an athlete
Activities	Climbing, hiking, mountaineering, skiing, snowboarding	Trail running, road running, hiking, snowboarding, alpine skiing, Nordic skiing	Racquet sports, baseball, softball, football, basketball, volleyball, golf
Key Product	Performance Outerwear	Running Shoes	Tennis Racket
Key Brand Attributes	Delivering leading mountain outerwear designed for the point of extreme need	Global leader in footwear and winter sports equipment, creating a 365-day, year-round brand fueled by innovation	Comprehensive sports hardgoods manufacturer that delivers consistent growth and performance
Geographic Revenue Mix by Brand (for 2022 and the nine months ended September 30, 2023 and 2022)

Arc'teryx Revenue by Geography Nine months ended September 30,					Salomon Revenue by Geography Nine months ended September 30,							Wilson Sporting Goods Revenue by Geography Nine months ended September 30,
​	2023	2022			​	2023			2022			​	2023			2022
EMEA	$110.2	​	$	71.0	EMEA	​	$	529.6	​	$	403.3	EMEA	​	$	153.5	​	$	152.1
Americas	295.2	​	​	171.0	Americas	​	​	249.1	​	​	220.0	Americas	​	​	603.7	​	​	547.0
Greater China	452.6	​	​	279.8	Greater China	​	​	91.2	​	​	34.0	Greater China	​	​	45.0	​	​	36.3
Asia Pacific	83.3	​	​	47.6	Asia Pacific	​	​	79.5	​	​	47.9	Asia Pacific	​	​	64.1	​	​	53.1
Total	$941.2	​	$	569.5	Total	​	$	949.3	​	$	705.2	Total	​	$	866.3	​	$	788.5

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Arc’teryx

Arc’teryx is a technical outdoor apparel brand inspired by the Canadian Coast Mountains and built on the principle of obsessive, precise design and production. Arc’teryx gear pushes the boundaries of performance and enables adventurers to excel in their outdoor pursuits in the mountains, in the backcountry and on some of the world’s most technical climbs. The products are known for their minimalist design and sleek and streamlined aesthetic, along with new, innovative features that continually advance outdoor activities. For example, Arc’teryx pioneered the implementation on its jackets of a traditional zipper in reverse, which allows for smoother and more water resistant seams. The products provide durability to withstand the rigors of any outdoor adventures, exemplified by the professionals that choose to use them, including the Austrian Mountain Rescue, comprising over 13,000 professionals and members who depend on the gear for protection in extreme conditions. Product quality, from the materials to the design, allows Arc’teryx to command premium pricing as evidenced by its best-selling “hardshell” jacket in North America, the Alpha SV. Overall, Arc’teryx combines beautiful, innovative products and an authentic brand experience that extends beyond apparel, fostering communities and bringing people together across all regions of the world who share a passion for the outdoors.

Arc’teryx Product Innovation Timeline

Arc’teryx is a Community Inspired Brand

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Salomon

Born in the French Alps in 1947, Salomon creates premium innovative footwear, apparel, winter sports equipment and accessories. Since its founding, Salomon has been fueled by a culture of design, craftmanship, continuous innovation, and performance inspired by progress, the outdoors and athletes. The brand first produced metal ski edges and expanded into releasable ski bindings before launching industry changing rear-entry ski boots and monocoque skis. The brand’s leadership in winter sports helped to propel it into a diverse portfolio of sports and products including footwear and apparel. Today, Salomon is a market leader in global trail running footwear and premium hiking footwear, with products recognized for their performance, style, durability and sustainability. Over 60% of Salomon’s revenue for 2022 came from footwear, while also having leading market positions in its legacy winter sports equipment categories (skis, snowboards, boots, bindings, goggles, helmets, etc.), creating a 365-day, year-round brand serving all seasons for mountain sport consumers.

Salomon — Inventing Tomorrow Since 1947

Salomon is the Modern Mountain Sports Lifestyle Brand

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Wilson Sporting Goods

Founded in 1914 in Chicago, Illinois, Wilson Sporting Goods is a leading manufacturer of high-performance sports equipment, apparel, footwear and accessories. The Wilson Sporting Goods portfolio is made up of the iconic Wilson brand, as well as Louisville Slugger, DeMarini, EvoShield and ATEC. Collectively, these brands bring more than three centuries of innovation, history and heritage to a variety of mainstream sports. As a multi-sports platform, Wilson drives innovation and product excellence by leveraging learnings across the brands’ various disciplines, including tennis, baseball and basketball, among other sports and is differentiated as compared to other monosport peers through the Wilson Innovation Center, which supports a fully vertically integrated R&D and product development platform. The Wilson brand has a legacy as the top-of-the-line sports equipment and is associated with legendary athletes, including Roger Federer, Russell Wilson and Jamal Murray. In addition, Wilson is the official partner of professional sports leagues, including the NBA, WNBA, NFL, the US Open and Roland Garros Grand Slam Tennis Championships, as well as the NCAA, making Wilson products integral to performance in sport. These athletes and leagues are a testament to the credibility and reputation of Wilson’s track record of innovation and superior products.

Wilson: A Rich Heritage Redefining Sport & Performance

Play What the Pros Play

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While Arc’teryx, Salomon and Wilson stand tall and lead our three segments, our other brands appropriately fit our sports-oriented portfolio. Brands such as Atomic and Peak Performance enhance our scale, competitive positioning and diversification across sports categories. Together, our brands enable us to lead and compete in various sports segments and drive the continued success of our portfolio. For example, Atomic is a category leader in ski equipment. Together, Atomic and Salomon give us a strong position in the ski equipment market. Peak Performance is an apparel and accessories brand with a passion for adventure and nature that fuels its technical design features. These additional brands add to the prowess of our portfolio and we believe have significant opportunity to grow leveraging the benefits of our platform.

The Amer Sports Group

We excel at identifying, developing and defining brands that meet our corporate vision. We empower these brands to autonomously connect with consumers and develop products to drive growth. Our platform supports the brands via scaled infrastructure and financial controls to accelerate performance. Our operations are subject to complexity and risk consistent with being a large global organization.We believe that the size and diversification of our platform mitigates risks and provides financial flexibility to invest prudently to meet the continuously evolving needs of consumers, to develop competitive advantages and to drive growth across the brands through a relentless focus on innovation. We also believe that our platform enables efficient integration, scaling and optimization of target opportunities that fit within our portfolio, as well as critical insight to inform divestiture decisions.

We govern our brands through management across the finance, supply chain, sustainability, communication, legal and compliance functions, among other areas. At the same time, we enable our brands through our group’s incubator model that provides shared learnings from data analytics across the platform as well as from the economies of scale and synergies of shared resources, including supplier services, distribution and logistics, human resources and enterprise IT infrastructure. We further serve our brands through access to shared, centralized business services, including customer service and treasury management functions. All together, these resources empower our brand leadership teams to focus on serving consumers through brand, product and go-to-market strategies that drive performance, and our global and scaled operating model enables larger, robust brand organizations to independently flourish.

Four values guide our behaviors and help us play by the same rules across the platform and around the world:

•

Always Authentic: We stay true to who we are and build trusting relationships with integrity.

•

Better Together: We take our diverse expertise to new heights and team up to grow stronger.

•

Committed to Impact: We play the long game, guided by respect for people and our planet.

•

Driven to Excellence: We play fair, aim for excellence and celebrate our wins.

Deeply Committed to Sustainability

As a global group of sports and outdoor brands, we believe we can foster more sustainable lifestyles, encourage mindful consumption, and promote well-being. While the sports and outdoor industry connects us with nature, we also understand it can consume our planet’s precious resources. Together with our brands, we are focused on managing the complex and challenging supply chains in our industry to build a sustainability culture that positively impacts our environment and the people whose lives we touch. As a participant of the UN Global Compact, Amer Sports Corporation, our wholly-owned subsidiary, aims to incorporate the Ten Principles of the Global Compact and to support applicable UN Sustainable Development Goals. In addition, we have committed to set science-based near-term and net-zero emission reduction targets at the group level, which we intend to submit to be validated by the Science Based Targets initiative (SBTi).

At the brand level, we are focused on sustainable business practices. For example, Arc’teryx opened five new ReBird™ Service Centers in the United States, Canada, Greater China and Japan. ReBird™ Service Centers offer consumers complementary repair services for their Arc’teryx gear, connecting consumers to the brand’s ongoing focus on improving circularity, including upcycling, resale, care and repair. Arc’teryx’s sustainability program, ReCare™, provides consumers with information on home care and field repair for

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their products, while the ReCut™ program diverts rescued textiles that are repurposed into original and coveted pieces and the ReGear™ program accepts used gear and refurbishes it for sale on the ReGear™ platform. Salomon and Peak Performance have reduced the need for materials and transport by using 3D product samples for sales purposes and are looking to expand the use of 3D in consumer experiences and e-commerce. Further, Arc’teryx and Salomon have each set brand-level near-term science-based emission reduction targets for 2030 approved by the SBTi.

Our management oversees the implementation of our sustainability strategy. Cross-functional operational teams drive our efforts on sustainable business practices, led by the Amer Sports platform with participation across key brands and functions. Working groups plan and execute roadmaps on sustainability initiatives in key areas identified, such as climate change, circular economy, responsible procurement and supply chain, human rights, and diversity, equity, and inclusion. We also take our responsibility for the health and well-being of our own employees as well as the employees of our partners along the value chain seriously. Our membership in the Fair Labor Association highlights our commitment to working to uphold human rights in our global supply chain with initiatives to protect workers’ rights globally and drive long-term improvements through training and education, worker engagement, and integration into sourcing practices.

Our Transformation

In 2019, an international investment consortium consisting of ANTA Sports, FountainVest, Anamered Investments (an entity affiliated with Chip Wilson) and Tencent acquired Amer Sports (the “Acquisition”) with the goal of unlocking substantial underlying brand growth potential by transforming the business model, investing in the brands, expanding geographies and developing a multi-channel strategy. Following the Acquisition, our revenue growth has accelerated, with a CAGR of 20.4% from 2020 to 2022, while gross margins have expanded from 47.0% to 49.7% over the same time period. Concurrently, through a reinvented operating model and go-to-market strategy, we are experiencing an elevated connection with our target consumers.

Brand-direct Operating Model Delivering a Tailored Consumer Experience

Prior to the Acquisition, Amer Sports operated with a matrix organizational structure where key strategic decisions were made through a complex, consensus-forming process and executed across the portfolio and products, which we believe limited the brands’ growth potential. In 2019, we reorganized and simplified our corporate structure to reflect a brand-direct model within our three core segments designed to empower our brands and drive accountability. Under this new structure, the leadership team of each brand is responsible for developing its own brand strategy and executing it end-to-end throughout the value chain. Our segments, Technical Apparel, Outdoor Performance and Ball & Racquet Sports, each focus on specific areas of strength within the group. Each segment is in turn led by one of our top three brands. This segment focused brand-direct model provides each brand with significant autonomy over decisions across key approved functional areas including product innovation, design and development, marketing and sourcing as well as channel and geographic strategies.

At the same time, we have sharpened our strategic focus on the most attractive subsectors in outdoor and sports, driving our multi-channel strategy and the dominance of our core brands in large markets. We mobilize global resources of the Amer Sports platform to support our brands to create a differentiated and powerful growth engine. Since our transition to our new group structure and operating model, our brands have demonstrated strong momentum and accelerated growth.

Elevated Brand Positioning

In 2019, we conducted consumer insight studies to enhance our brands’ understanding of their target consumer demographics across key geographies. We expect our target consumers to be highly focused on technical performance and premium quality, and to aspire to own and utilize the best products regardless of whether engaging in sporting activities or navigating everyday routines. We continue to advance our products to meet our consumers’ needs, while enhancing our marketing strategies to clarify the premium brand positioning and drive a deeper emotional connection with consumers. We leverage creative product marketing, rich digital content, brand ambassadors and community building activities centered around the

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brands to create an authentic connection with the consumer that has resulted in stronger brand advocacy and loyalty. As our brands continue to grow, we will need to balance the risk of brand dilution with greater brand awareness, and if we are not able to maintain and enhance our brands, our reputation and results of operations may be adversely affected. Moreover, harm to our reputation could adversely impact our ability to attract and retain consumers and wholesale partners, employees, brand ambassadors, partners and other stakeholders.

Our brand-direct model provides the brands with creative freedom to communicate their vision in a cohesive manner across categories and geographies. A consumer in the United States or China can feel a similar connection to the Canadian Coast Mountains inspired Arc’teryx jacket or the detailed craftsmanship devoted to every pair of French-designed Salomon shoes. To match our reimagined brand messaging around premiumization, we narrowed our product portfolio across many brands to reposition our focus on premium items and reduce the number of entry-level products with lower price points. We believe elevating our brand positioning with differentiated premium products has led to strong consumer demand globally and rapid growth.

Strategic Transformation of the Go-to-Market Strategy

Through our brand-direct model, we have developed a better understanding of each brand’s target consumers, which has allowed us to elevate brand positioning and customize each brand’s go-to-market strategies to develop deeper and more meaningful relationships with consumers. These tailored go-to-market strategies are designed to effectively reach target consumers and drive traffic and conversion. For example, Arc’teryx is aligned with a DTC channel strategy because of its technical apparel product portfolio where it can leverage a retail store base to deliver an immersive experience to consumers.

Salomon is historically a wholesale driven business due to its legacy in winter sport equipment and relationship with specialty retailers for its footwear. However, with expanded consumer appeal and product portfolio breadth, Salomon has seen strong success in DTC in EMEA and Greater China. Wilson is predominantly focused on sports equipment through the wholesale channel, but its growing sportswear business is effectively utilizing owned retail, e-commerce and digital marketing to connect with younger consumers. In addition, since the Acquisition, both Salomon and Wilson have transformed their wholesale partnership networks with the aim to focus on high-quality partners who attract each brand’s target consumers.

We believe our brands and products are highly valuable to our wholesale partners, which provides us broad distribution for a core product set. At the same time, we have a dedicated product portfolio that is geared towards our DTC customers. Our focus on connecting with consumers through the DTC channel provides us with data-driven insights across the portfolio, and we leverage that information to drive continuous improvement in our product development, marketing strategies and overall consumer experience. Across our three core brands, our global owned retail network includes 138 Arc’teryx owned retail stores, 114 Salomon owned retail stores and nine Wilson owned retail stores as of September 30, 2023.

Accelerated Brand Penetration in Greater China

We have leveraged key learnings from our long-term oriented owners to enhance our capabilities and performance in Greater China. As a result, we have grown our Greater China business significantly at a time when others were facing challenges or retrenching. We now have a deep understanding of the average consumer in Greater China and are able to deliver authentic, technical and premium products that align with consumer preferences. Our retail knowhow, including our ability to deliver a high-end, luxury oriented in-store presentation and execution capabilities have been upgraded significantly, allowing us to quickly identify and secure highly attractive store locations with desirable consumer foot traffic. For example, we have 63 Arc’teryx owned retail stores in Greater China as of September 30, 2023. The stores combined with our brand connects well with both pure outdoor adventurers and luxury consumers in Greater China. We also have 30 Salomon owned retail stores and a total of 67 Salomon distribution points (including owned retail stores and partner stores) in Greater China as of September 30, 2023, up from 13 in 2019. For Wilson, we recently became the exclusive NBA provider and licensee of basketballs, which is driving growth in the region, and the rapid adoption of winter sports in Greater China is driving Salomon and Atomic winter equipment sales.

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Our execution in Greater China has successfully increased our percentage of total revenue derived from the region from 8.3% in 2020 to 14.8%, or $523.8 million, in 2022, and up to 19.4% for the nine months ended September 30, 2023 and we believe there is significant runway for growth in the region as we continue to roll-out retail locations across our brands and scale our e-commerce platform.

Assembled a Talented and Innovative Leadership Team to Execute the Transformation and Growth Strategy

In 2020, we appointed Jie (James) Zheng as our Chief Executive Officer. Mr. Zheng also served as President of ANTA Sports until 2023 and, prior to that, had a successful career in senior executive and sales roles at companies such as Adidas, Reebok and Procter & Gamble. We also attracted key senior management leaders including Michael Hauge Sørensen as the Chief Operating Officer, Andrew E. Page as the Chief Financial Officer and Victor Chen as the Chief Strategy Officer. These team members bring a wealth of corporate experience from global companies including Adidas, Reebok, Procter & Gamble, Boston Consulting Group, ECCO, Footlocker, General Electric, Pandora and Under Armour.

Importantly, we also reset the leadership in each of our segments and infused the organization with a deep bench of talent with experience growing global brands. We appointed Stuart C. Haselden to lead Arc’teryx and Peak Performance. Mr. Haselden has experience with fast growing brands having previously served as the Chief Operating Officer and Chief Financial Officer at Lululemon Athletica as well other senior executive roles at brands such as J .Crew. We appointed Franco Fogliato to lead Salomon. Mr. Fogliato has extensive outdoor experience with large global portfolios, having previously served as an Executive Vice President of Global Omnichannel at Columbia Sportswear with additional experience at The North Face and Billabong. We promoted Joseph Dudy to lead Wilson. Mr. Dudy has worked at Wilson for more than 28 years and has a deep understanding of the brand having previously served as Wilson’s Chief Financial Officer. Under his leadership, Wilson has experienced strong growth in racquet sports, including new racquet categories such as padel and pickleball, won a contract with the NBA to once again be its exclusive basketball provider and licensee, and deepened its relationship with the NFL. Lastly, we appointed John Yao as General Manager of Amer Sports Greater China to closely coordinate brand success with global teams in this important region. John previously helped lead Nike’s business in Greater China for over 17 years.

In addition to resetting our leaderships teams, we have made considerable investments to attract top-tier industry talent across the Amer Sports group. We have attracted highly experienced and successful talent from some of the world’s leading brands. These talented individuals bring deep industry knowledge and capabilities in key areas such as brand marketing, product design, merchandising and DTC go-to-market strategies.

Rationalized Brand Portfolio

As part of our transformation, we performed a detailed evaluation of our brand portfolio to determine which brands are core to our strategic initiatives. We identified opportunities to rationalize our portfolio and divested Mavic in 2019, Precor in 2021 and Suunto in 2022. We are focused on core brands within our segments which have large market opportunities and significant upside potential, and we have allocated our capital and resources accordingly to achieve our strategic growth plan.

Recent Financial Performance

Our transformation has resulted in strong revenue growth, gross margin improvement and an increase in operating profitability. Comparing 2022 and 2020, we achieved the following results:

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increase in revenue from $2.4 billion to $3.5 billion, representing a CAGR of 20.4%

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increase in gross margin from 47.0% to 49.7%

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increase in net loss from $237.2 million to $252.7 million

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increase in Adjusted EBITDA from $311.4 million to $453.0 million, representing a CAGR of 20.6%

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Comparing the nine months ended September 30, 2023 and September 30, 2022, we achieved the following results:

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increase in revenue from $2.4 billion to $3.1 billion, representing a growth rate of 29.9%

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increase in gross margin from 49.4% to 52.2%

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increase in net loss from $104.4 million to $113.9 million

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increase in Adjusted EBITDA from $261.8 million to $422.1 million, representing a growth rate of 61.3%

Revenue	Gross Profit Margin	Net Income / (Loss)	Adjusted EBITDA

Our Competitive Strengths

We believe that the following competitive strengths have been key drivers of our success to date and strategically position us for continued success. Although we believe these competitive strengths will contribute to the growth and success of our company, our business is subject to risks that may prevent us from achieving our business objectives or otherwise adversely affect our business, results of operations or financial condition. See “Risk Factors” for a discussion of these risks, which you should consider carefully before making an investment decision to purchase our ordinary shares.

Iconic Leading Brands in Attractive Diversified Categories

Our dynamic portfolio of iconic brands is featured at the pinnacle of sports and power “winning moments” for professional athletes and amateurs alike. Our brands are defined by innovative, excellent products with superior quality, sustainability and thoughtful design, enabling them to be “market shapers” and leaders in intensely competitive markets for products, services and experiences. For example, Arc’teryx produces specialty climbing and mountain apparel worn from the foot to the peak of the Canadian Rockies, Salomon attracts the best athletes with its footwear and winter sports equipment from the French Alps to trails across the world and Wilson Sporting Goods is a market leader for tennis equipment, baseball gloves, baseball and softball bats, basketballs and footballs. With multiple brands that are market leaders in their respective categories, we have a diversified, resilient portfolio. The consistency and profitability of our hard goods categories are complemented by multiple forward growth levers, including double digit, profitable growth in soft goods across large markets.

As a group, our brands are complementary to one another while also geographically and seasonally diversified. We serve a wide range of global athletic and outdoor activities year-round. The relationship among our brands positions us to outfit the outdoor athlete from head to toe. For example, an outdoor athlete can ski on Atomic in the winter, wear an Arc’teryx jacket when rock climbing in the fall and run with Salomon shoes year round. Our market leadership in numerous categories, combined with the diversification of our portfolio, allows us to serve consumers around the world at all times of the year and reduces the aggregate level of seasonality across our business. Nevertheless, changes in market trends and consumer preferences could adversely affect our results of operations.

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2022 Revenue by Geography	2022 Revenue by Quarter

Authentic Brand Connection with Consumers across Performance Levels

We believe our brands are individually and collectively genuine, true to the aligned group and brand values and purposeful in delivering on promises to our communities. The authenticity of our brands connects us to sports and outdoor enthusiasts who associate our brands with quality craftsmanship, leading innovation and a passion for athletics and the outdoors. An Arc’teryx consumer sees a high-end climbing and ski brand while a Wilson consumer sees it as a leader in tennis. Our credibility is supported by strong brand heritage along with professional athletes across sports leagues and activities choosing to use our brands’ products. At the same time, our products fit and appeal to consumers of all skill levels. This genuine brand equity helps us drive attention and traffic to our brands, with everyday consumers seeking to align themselves with the carefully crafted brand images we have curated over time.

Core to the identity of each of our brands is our mission to enhance consumer experiences. In doing so, our brands foster a sense of belonging. We create thriving communities that are passionate about the sports and activities we support and are loyal to our brands. Arc’teryx hosts community events at retail locations and in the outdoors that bring thousands of people together in an authentic way. At ski resorts globally, Salomon, Atomic, Armada and Arc’teryx brand awareness grows naturally as millions of outdoor enthusiasts see some of the most skilled athletes using our brands. We believe the authenticity of our brands attracts consumers, drives brand affinity and builds a growing loyal following.

Performance Products Driven by Consumer-focused Innovation

Our products are rooted in innovation and technical excellence, and set the standard for quality, function and style across their respective categories. Through a consumer-focused, design-led mindset, we emphasize understanding and meeting the evolving needs and demands of athletes and consumers. Our innovation processes are institutionalized through continued investment in research and development at our innovation centers. These include the Wilson Innovation Center in Chicago, Arc’teryx design centers in North Vancouver, Portland and Tokyo and Salomon’s Annecy Design Center in France. Our teams are constantly testing new ideas to improve our current offering and to be the first to commercialize new products, while balancing the potential lack of receptivity of new products, as well as shifting consumer preferences.

Our brands are supported by former competitive athletes who enjoy an active lifestyle and have a desire to lean into hard problems and apply design to create possibility. We have an expansive network of hundreds of professional athletes and ambassadors across our brands who we actively collaborate with. We gather feedback, insights and ideas from them to incorporate into our designs. This direct feedback drives our product innovation engine and results in high-end products that are trusted by our consumers. We leverage advanced technologies to constantly improve our products and reaffirm the pricing power our brands command. For example, Wilson has driven innovation across sports including football, baseball, tennis and golf for over a century. Today, that culture of innovation is present in each of our brands as we are using artificial intelligence to design a baseball bat with a larger sweet spot, we have used 3D printing to create an airless basketball, and we use sensors and cameras on skiers to improve ski edge designs. Design features across our brands include Arc’teryx and Salomon developing new, greener membranes with Gore-Tex for their jackets and shoes, improving the waterproofing and breathability, Salomon’s patented Sensifit footwear

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technology providing precise and comfortable fit in combination with the differentiated Quicklace system and Wilson’s cushion core carcass in its basketballs designed to ensure an easy grip for players. In recent years, design teams at our brands have also invested in the development of products, packaging and services with a sustainability focus, such as Wilson’s Triniti™ tennis balls made of certain materials that enhance product longevity and using recyclable packaging and Salomon’s MTN Summit alpine boot with eco-designed features. Our products’ shape their respective categories with innovative technologies fueled by our deep commitment to rigorous research and development.

Select Product Innovation Examples by Brand

Alpha SV Jacket	Vapor Harness	Norvan SL
The Alpha SV disrupted the industry and continues to drive innovation with game-changing design-elements like dramatically reduced seam size and laminated pockets, challenging convention and raising the bar in outdoor apparel construction. Complex patterns and articulation provide a three-dimensional fit, delivering protection, range of motion, and streamlined fit without tension or adding unnecessary material.	The Vapor is an anatomically shaped, 360º thermo-moulded climbing harness. Its heat-moulded swami and leg loops allow for reduced padding and bulk, increasing comfort and performance and setting the standard in climb. The Vapor introduced the idea of dynamically-designed performance product for Arc’teryx, something that has extended from Vapor into everything from harnesses to jackets to gloves.	One of the lightest trail shoes on the market, this silhouette serves an athlete looking for weightless, supportive, confident durability. The highly abrasion-resistant Matryx® Micro, knit collar and the surefooted Vibram® Megagrip™ outsole’s LITEBASE technology delivers durable performance while shedding as many grams as possible.
Sensifit	Contagrip	Quicklace
Sensifit footwear technology is designed to cradle the foot from the midsole to the lacing system, providing a secure, snug, and virtually customized fit all around the foot.	Contagrip uses a proprietary traction technology that is a combination of rubber outsole compounds and a lug profiles designed to provide superior traction and grip across all terrain.	The patented closure system for fast and easy fit adjustment on the fly. The original dynamic shoe lacing system continues to be a leader in the industry in low weight, durability and repairability.

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Extended Range Tech	Blade Racket	Limitless Mini Skirt
Advanced internal construction redistributes the weight of the ball, making the ball easier to shoot from long range	Enhanced, firmer feel that increases stability and creates a more connected-to-the-ball feel	Ventilating, quick-drying and ultra-breathable anti-odor fabric with compression undershort lined with multiple storage pockets

Global Market Access with Scale and Global Points of Presence

Collectively, we are a scaled global business with diverse geographic reach and distribution. In 2022, 42% of our revenue was from the Americas, 36% from EMEA, 7% from Asia Pacific excluding Greater China, and 15% from Greater China. For the nine months ended September 30, 2023, 40% of our revenue was from the Americas, 33% from EMEA, 8% from Asia Pacific excluding Greater China, and 19% from Greater China. All around the globe, our brands are guided by a consumer-first mindset and meet consumers exactly where they shop, in both digital and physical spaces. Each brand boasts a multi-channel distribution strategy that is tailored to the brand’s product assortment. For example, Salomon has strong access to key specialty retailers in remote mountain locations where consumers buy trail running and winter sports equipment, where the customer base differs significantly from sporting good chains. Arc’teryx is oriented towards a DTC model with next generation retail locations that illuminate the brand identity and resonate with consumers, tailored to consumer preferences by region.

As a group, we deploy a vertically integrated, DTC mindset, while leveraging our network of strong wholesale relationships. We are increasingly emphasizing our owned e-commerce and building out our owned retail distribution around the world. As of September 30, 2023, we have over 330 owned retail stores and growing. Our owned retail stores serve as attractive marketing tools that elevate the consumer experience, and, with the help of in-store activations and events, enhance brand loyalty, build communities and generate a strong return-on-investment. Our owned retail benefits our global e-commerce business, which has grown significantly across all brands, up 88% from 2020 to 2022. The combination of our wholesale and DTC channels, along with our global infrastructure allow our brands to connect with consumers conveniently and seamlessly around the world.

While our business and revenues are geographically diverse, this is the aggregate result of an extensive global footprint built and expanded at the local level and fostered over decades. Today we have owned retail stores in 24 countries representing generations of investment in local communities, which allows us the flexibility to tailor our approach to best meet the needs of local markets. We are nimble across markets and able to replicate success of new product launches in one region globally in a short period of time given our investments in our growing worldwide network.

Differentiated Operating Model Supporting Our Brands

Our global platform supports the brands in key functional areas such as financial controls, capital allocation, compliance and sustainability. IT infrastructure, cybersecurity, vendor administration and

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communication functions are areas in which we seek to ensure the ongoing protection of shared assets. We also serve the brands in areas such as human resources, financial reporting, automation and continuous technological improvement. Across these functional areas, our brands benefit from infrastructure that they would not be able to build cost efficiently as stand-alone entities. The scale advantages of our platform can be observed in the over $1.4 billion in annual procurement spend we undertake across 176 suppliers in 32 countries as well as 19 distribution centers, of which we operate 9, globally as of September 30, 2023. In essence, our brands enjoy the benefits of access to a high-quality global supply chain commensurate with a greater than $3 billion revenue platform. The shared resources not only create synergies for the brands across each of our segments, but also empower them to prioritize and optimize brand strategy and performance.

Proven Ability to Win in Greater China

Since 2018, our capabilities in Greater China have expanded as our group headcount in the region has increased from approximately 450 to 800 employees as of September 30, 2023. We have realized significant success in the region through a commercialization strategy specific to the Chinese market. Our leaders are empowered to make decisions quickly so that we can compete to win in a dynamic and evolving Chinese retail landscape. While the brand experience for consumers is consistent with each brand’s global ethos, we employ localization strategies that resonate with Chinese consumers. For example, Arc’teryx’s loyalty program includes over 1.7 million members in Greater China as of September 30, 2023, having grown from only fourteen thousand in 2018 due to the brand’s ability to leverage tools such as WeChat to accelerate loyalty member enrollment.

Our strategy in Greater China also leverages a precise retail rollout combined with operational excellence. Store locations are selected using detailed data analysis, and we are keenly focused on optimizing store size and store-level productivity. Each location seeks to bring to life our authentic brand stories. Our operational excellence allows us to refresh retail inventory on a regular cadence, helping to drive consistent traffic and excitement in our stores and facilitating a luxury experience. We have already demonstrated success in Greater China, having grown our revenue from $202.3 million in 2020 to $523.8 million in 2022, representing a 60.9% CAGR, and operating margins in the region exceeds the margins of the business overall. Our revenue from Greater China has continued to grow in 2023, with $593.0 million revenue derived from the region for the nine months ended September 30, 2023, up from $353.8 million for the nine months ended September 30, 2022, representing an annual growth rate of 67.6%. In addition, while our initial success in Greater China was largely related to growth of Arc’teryx, we have developed a repeatable playbook with Salomon, which grew its revenue in Greater China by 72% from 2021 to 2022.

We believe we are in the preliminary stages of addressing our growth opportunity in Greater China as our brands continue to be recognized and appreciated by consumers in Greater China, while our proven ability to tailor and execute a regional strategy highlights our global potential.

Highly Experienced Management Team with Deep Bench of Talent

Our strategic vision, operational execution and company culture are driven by our executive leadership team, which has a proven track record in developing sportwear brands on a global scale. At the brand level, we have a deep bench of leaders that have significant experience building DTC retail strategies and unrivaled expertise in accessing fast growing markets. Our brand CEOs operate with a high degree of autonomy and support from group management. Within each brand organization, we have highly talented individuals executing key functionalities, including brand marketing, product development and operations. Across the organization, one third of employees at the top two leadership tiers of the company are individuals hired within the last two years, allowing for fresh perspectives to partner with experienced talent driving strong execution.

Our Growth Strategies

We have established comprehensive growth strategies across each of our brands, founded on the pillars of product innovation, geographic expansion, channel mix optimization and increased brand awareness. We intend to leverage both the intrinsic strengths of our brands and the synergistic benefits of our platform to pursue the following growth strategies:

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Leverage Innovation Leadership to Strengthen Core Categories and Scale Newer Categories

The foundation of our brands’ success comes from an ability to innovate and create products that appeal to both elite athletes and everyday consumers. We believe our innovation model, which has been institutionalized across brands in each of our three segments, will allow us to expand our market shares within core categories, as well as tactically scale in newer categories.

Within Technical Apparel, Arc’teryx employs a hands-on, iterative product development process that begins with innovative ideas in the North Vancouver design center. These product innovations come to life via on-site prototyping at the nearby ARC’One facility. Further, the team rigorously tests the product in the Canadian Coast Mountains with world-class mountain athletes. This results in a product that meets our high quality standards and drives continuous innovation. Core innovation enables products like the Alpha SV waterproof breathable “hardshell” jacket to consistently be among Arc’teryx’s top selling products, supporting the brand’s market leadership within outdoor technical apparel and driving continued topline growth. Along with core outdoor category growth, Arc’teryx plans to grow its women’s category, where it has invested in new design leadership, including an expanded assortment, color palette and updated fits, along with rigorous engagement with female athletes to further expand market share with female consumers. For new product development, Arc’teryx recently opened a footwear development office in Portland, Oregon to be able to provide a more comprehensive offering to the outdoor consumer, while also further diversifying product line seasonality. Arc’teryx is also expanding its product portfolio through its popular contemporary urban lifestyle line, Veilance. These new categories are supplemented by sustainability programs, including ReCare™, ReCut™ and ReGear™. ReCare™ provides consumers with information on home care and field repair for their products, while the ReCut™ program diverts rescued textiles that are repurposed into original and coveted pieces and the ReGear™ program accepts used gear and refurbishes it for sale on the ReGear™ platform.

Within Outdoor Performance, Salomon is deeply committed to innovation in footwear, reflected by its world-class design center in Annecy, France, along with a professional athlete collaboration program to design next-generation products. Through trail running, Salomon has been influential in shaping the modern outdoor footwear industry, rich in heritage of the French Alps. These innovations fuel the future of the sport, recently being worn by Courtney Dauwalter as she set back-to-back records at the Western States Endurance Race 100-mile run, and three weeks later, in the Hardrock 100 with the same pair of S/LAB Genesis shoes. S/LAB is the brand’s halo collection of specialty running and Nordic ski systems which have won races from the UTMB in Chamonix France to the 2022 Olympic Winter Games in Beijing, China. The brand’s ADDIKT PRO on-piste ski line is made with recycled ABS sidewalls, demonstrating Salomon’s leading innovation.

Historically, innovation has supported the evolution of Salomon’s iconic products like the XT-6, which was launched in 2013 and originally designed for ultra-distance trail runners under harsh conditions. This silhouette now creates the foundation of Salomon’s rapidly growing Sportstyle line, which creates a blend between function and fashion that is loved by athletes and consumers alike and represents a significant opportunity for the brand. Salomon Sportstyle footwear has become so culturally relevant that the MM6 Maison Margiela x Salomon Cross Low shoes have been worn by global superstars, including during the Super Bowl LVII halftime show, which was viewed by more than 115 million people globally. Sportstyle is the fastest growing collection in the Salomon brand with revenue over $80 million in 2022, and over $165 million for the nine months ended September 30, 2023.

Salomon also demonstrates an unwavering commitment to producing high-quality equipment for winter sports. During the 2022 Winter Olympic Games in Beijing, athletes using Salomon products went on to win 28 Olympic medals, showcasing the technical excellence of the brand’s winter sports equipment from skis, ski boots, ski bindings, snowboards, snowboard boots and bindings. Two-time World Cup Overall Alpine ski racer Marco Odermatt has relied exclusively on Salomon ski boots and bindings in his wins. Salomon intends to continue leveraging its premier innovation capabilities to improve existing product lines as well as develop new products to drive growth and increase market share.

In Ball & Racquet Sports, Wilson’s in-house innovation capabilities, anchored by its innovation center located in Chicago, provide a competitive advantage and an engine for continuous growth. The brand’s significant scale, particularly compared to mono-sport competitors, allows Wilson to make significant

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investments in research and development. The innovation process leverages key insights from technical scientists, engineers and designers who have a deep understanding of sports and the technical needs of athletes who use Wilson products. For example, as of September 1, 2023, 27% of the top 100 men’s tennis players and 42% of the top 100 women’s players in the world use Wilson rackets.

Other recent innovation examples include a Louisville Slugger baseball bat that uses simulation software combined with artificial intelligence, first utilized in the golf space and then expanded to baseball, to enhance the contact sweet spot, or the Evo NXT basketball that redistributes the weight of the ball with an advanced internal construction, making the ball easier to shoot from long range. New product introductions accounted for approximately 21% to 22% of revenue each year from 2020 to 2022 for Wilson, and accounted for approximately 21% of the brand’s revenue for the nine months ended September 30, 2023. These product innovations drive market share growth in core sports as well as adjacent categories such as the increasingly popular games of padel in Europe and pickleball in the United States.

As a new growth lever, Wilson is expanding its reach in soft goods categories in addition to sports equipment. Wilson is already experiencing success with its Tennis 360 Softgoods strategy, which involves launching tennis footwear and increasing exposure to apparel and represented 3.7% of total Wilson sales during the year ended December 31, 2022 and 5.1% of total Wilson sales during the nine months ended September 30, 2023. We believe this category will continue to grow as a larger contributor to the Wilson business and help fuel broader brand engagement.

Across segments, our plans to innovate, expand our product offering and successfully implement our growth strategy may not be successful, and implementation of these plans may divert our operational, managerial and administrative resources, which could harm our competitive position and reduce our revenue and profitability.

Further Penetrate Key Markets and Strategically Broaden Our Geographic Footprint

While our brands across each of our three segments have achieved global recognition, there are specific markets where they enjoy greater prominence: Arc’teryx in North America and Greater China, Salomon in Europe and Wilson in North America. By capitalizing on our existing global presence and leveraging our brands’ strengths, we have a significant opportunity to strategically increase our presence in existing and new geographies by cultivating new customer bases where there is promising market demand and ample room for growth.

Within Technical Apparel, Arc’teryx’s future geographic growth will be grounded in its historical momentum in North America and Greater China, with considerable opportunity in Europe and the rest of Asia Pacific. In North America and Greater China, the brand operates 48 and 63 owned retail stores, including seven and 21 factory outlets, respectively, as of September 30, 2023. Since 2019, the brand has opened 31 stores in Greater China, as well as 17 stores in North America, including nine new stores to date in 2023, with plans to open three more by the end of the year. In Europe and in the rest of Asia Pacific, Arc’teryx operates six and 21 owned retail stores, including two and five factory outlets, respectively, as of September 30, 2023. The brand intends to continue developing its retail real estate portfolio in these markets to drive brand awareness and growth. In Europe, there are retail opportunities in large metro areas such as Paris, as well as iconic, outdoor locations across the Alps, including Chamonix, France, Zermatt, Switzerland and St. Anton, Austria, where important community-building “mountain stores” are targeted to create authentic brand positioning.

Within owned retail stores, Arc’teryx brand stores (excluding factory outlets) represent a key element of our overall growth strategy and vertical model. We use sales per square foot to assess the performance of Arc’teryx brand stores relative to their square footage. Sales per square foot is calculated using total sales from all brand stores (excluding factory outlets) that were open for the prior twelve month period, divided by their total square footage. For the years ended December 31, 2021 and December 31, 2022, in North America, Arc’teryx’s sales per square foot increased from $622 to $817, calculated on the basis of revenue of $43.9 million from 24 brand stores with an aggregate of 70,676 square feet in 2021 and $68.9 million from 29 brand stores with an aggregate of 84,367 square feet in 2022, respectively. For the years ended December 31, 2021 and December 31, 2022, in Greater China, Arc’teryx’s sales per square foot increased from $1,251 to $1,269, calculated on the basis of revenue of $97.0 million from 35 brand stores with an aggregate

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of 77,586 square feet in 2021 and $126.5 million from 38 brand stores with an aggregate of 99,652 square feet in 2022, respectively. This measure of sales per square foot may not be equivalent to similarly titled metrics reported by other companies.

For the 27 brand stores (excluding factory stores) open in North America during the twelve month period ending September 30, 2023 with an aggregate square feet of 79,072, brand store revenue for the nine months ended September 30, 2023 was $54.0 million, compared to $36.7 million for the nine months ended September 30, 2022. For the year ended December 31, 2022, these stores generated $66.6 million in revenue. For the 36 brand stores (excluding factory stores) in Greater China open during the twelve month period ending September 30, 2023 with an aggregate square feet of 100,944, brand store revenue for the nine months ended September 30, 2023 was $155.8 million, compared to $73.7 million for the nine months ended September 30, 2022. For the year ended December 31, 2022 these stores generated $124.9 million in revenue.

Within Outdoor Performance, while Salomon is relatively well known in Europe, we believe brand awareness is significantly lower in Greater China and the United States. These markets represent strong growth opportunities as the technical performance, innovative design and premium nature of the brand’s products, especially within footwear, align well with consumer preferences in these markets. In Greater China, Salomon has successfully opened 30 owned retail stores as of September 30, 2023 and has plans to accelerate its retail rollout in this market. Despite still emerging brand awareness, Salomon enjoys specialty niche market positioning in the United States, including being well known for its winter sports equipment. According to the Circana/Retail Tracking Service, it is the number two outdoor footwear brand in the United States for the nine months ended September 30, 2023, based on dollar sales.

Within Ball & Racquet Sports, Wilson has a compelling opportunity to leverage its reputation for technical excellence in various sports activities, stemming from its historical success in the North American market. Wilson plans to expand its market leadership in North America while driving growth in both Greater China and Europe. In these newer markets, Wilson plans to leverage its partnership with the NBA as well as capitalize on increasing participation in sports and outdoor activities such as tennis. In Greater China, we believe that higher levels of participation in sports by children, young adults and women provide an opportunity to leverage the Tennis 360 Softgoods strategy to drive apparel and footwear growth while also developing a strong brand relationship with a large and dynamic consumer base. In Europe, Wilson plans to leverage its product authority in racquet sports to drive market share gains in padel, which is a popular fast-growing sport in the region. Fast growing sports like padel and pickleball are also fragmented and provide Wilson an opportunity to innovate on currently relatively standardized equipment.

Optimize Go-to-market Strategies to Conveniently Engage Consumers

Each of our brands employs a customized go-to-market strategy that is tailored specifically to the brand’s attributes and designed to effectively reach and captivate consumers. We remain committed to further refining and enhancing our go-to-market strategies with the goal of expanding our market presence, fostering customer loyalty and driving growth. Our DTC strategy will continue to require significant investment and management focus and may present risks and challenges, while our wholesale strategy may be impacted by the strength of our relationships with our wholesale partners.

Within Technical Apparel, for Arc’teryx, the DTC channel is the primary vehicle to engage consumers and drives both online and offline conversions. The DTC channel allows Arc’teryx to seamlessly leverage grassroots community marketing strategies and provides for a more agile inventory management model focused on consistent flow of fresh product. While Arc’teryx has a selective wholesale footprint that will remain an important element in its distribution strategy, we expect owned retail and e-commerce to continue to enable DTC to be the brand’s fastest growing channel.

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Retail Brand Stores:   Elevated brand stores provide a critical space for Arc’teryx to engage directly with consumers, showcase products and build community. Its retail store strategy has evolved to include three differentiated store formats with square footage generally ranging from 1,000–10,000 sq ft. With multiple store formats, the brand has expanded its retail store network, with a focus on global retail hubs like Shanghai and New York. The brand stores are highly productive with an average global sales per square foot of approximately $1,474 for the twelve months ended September 30, 2023.

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Brand stores generally have been profitable with a target payback period of 24 months, with actual performance generally exceeding targets based on our global brand store openings for the twelve months ended September 30, 2023. The ReBird™ Care and Repair centers, incorporated in several new stores opened since 2022, have been an important element of the brand’s immersive store experience, not only to enhance our efforts in improving the circularity and reusability of our products, but also to drive traffic and consumer engagement.

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E-commerce:   Arc’teryx’s digital platform is a catalyst for the business across all channels by growing brand awareness and serving as a global “storefront” for products and brand identity. We believe the Arc’teryx e-commerce platform will continue to grow as brand awareness accelerates through brand and community marketing investments, which contribute to Arc’teryx’s ability to adapt its business based on consumer data received from this platform.

Within Outdoor Performance, we have optimized Salomon’s go-to-market strategy from a traditional wholesale model to a modern and balanced consumer-centric retail strategy. The strategy is designed to elevate the brand by selectively choosing premium wholesale partners, curating and segmenting the inventory assortment with them, while also reaching more consumers on a direct basis through owned retail and e-commerce and providing engaging consumer experiences. While the channel mix remains primarily wholesale, DTC has grown significantly from 18% of brand revenue in 2020 to 21% in 2022 in an effort to drive penetration globally.

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Direct-to-Consumer:   The brand has a strategic retail expansion plan, focusing on the development of multi-sport, experiential store formats in select major global cities, such as Paris and Milan, as well as increasing the number of Sportstyle focused stores in Greater China. For e-commerce, Salomon recently redesigned its website with a vision to inspire, guide and equip new and returning consumers to unleash their potential through mountain sports. We believe the platform provides an immersive and frictionless brand experience which has led to increased traffic and conversion. We expect growth on the e-commerce platform to scale with retail expansion as brand awareness increases and Salomon builds larger brand communities.

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Wholesale:   Salomon targets high-quality wholesale partners, including specialty retailers, globally to attract new consumers. The brand collaborates with partners to drive higher per door productivity. Many of the brand’s specialty retailer partners focus directly on Salomon’s core competencies, including product expertise in hiking and trail running. Within outdoor and trail running shoes, Salomon is focused on consolidating the number of accounts and improving productivity. Within the Sportstyle category, Salomon is similarly focused on improving productivity while expanding the number of retail partners carrying the brand’s products. Salomon intends to further increase its number of strategic wholesale accounts in Europe, especially in underpenetrated areas of Western Europe, as well as the United States where Salomon seeks to target top-tier sporting goods retailers.

Within Ball & Racquet Sports, Wilson Sporting Goods’s go-to-market strategy revolves around highly productive wholesale relationships complemented by owned retail stores and an e-commerce platform that create excitement around Wilson’s categories and elevate Wilson’s brand. The wholesale channel is pivotal for Wilson as we believe many consumers prefer to shop in stores where expert recommendations are available and can be critical to driving the point-of-sale for sporting goods. Approximately 50% of Wilson’s wholesale revenue in 2022 and in the nine months ended September 30, 2023 came from differentiated specialty retailers. Through strong wholesale relationships and a complementary DTC strategy, Wilson aims to continue increasing consumer engagement in the appropriate channels. Importantly, while Wilson’s owned store footprint is expected to remain relatively small and targeted, these stores serve as important consumer touchpoints to build engagement with the brand in high-quality, immersive retail environments.

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Wholesale:    Wilson’s wholesale channel comprises more than 15,000 wholesale partners globally for the year ended December 31, 2022, balanced between traditional and specialty retailers and smaller pro shops and country clubs. Through internal, specialized sales teams, Wilson closely collaborates with its wholesale partners to deliver a premium and educational consumer experience that drives brand productivity. From 2020 to 2022, Wilson meaningfully increased wholesale productivity with two of its top wholesale partners, Dick’s Sporting Goods and Academy, each increasing revenue by 101% and 73%, respectively. As Wilson continues to deliver superior products, it intends to continue increasing productivity and shelf space with strategic wholesale partners.

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Direct-to-Consumer:   Wilson leverages DTC channels to complement its wholesale strategy by increasing brand awareness and elevating the brand. Wilson has owned retail stores in strategic locations, such as New York City and Chicago, which provide an immersive consumer experience and illuminate Wilson’s leadership across categories. The brand’s retail strategy is complemented by a global e-commerce platform with innovative digital capabilities, such as a direct-to-team baseball offering that leverages Wilson’s dynamic portfolio of brands and connections with baseball academies, clubs and organizations. Overall, we believe DTC will continue to play a critical role in driving traffic and conversion for Wilson in both the DTC and wholesale channels as brand equity and awareness grow.

Grow Brand Awareness, Expand Our Communities and Increase Customer Loyalty

We believe efforts to drive higher levels of brand awareness and increased customer loyalty across key markets are critical for each of our brands to achieve their commercial potential. As such, each brand has developed robust global marketing programs that build on the authenticity of each brand through strategies ranging from “grass roots” local community activities, to large scale global on-mountain events, to sophisticated original content and social media campaigns that leverage digital marketing.

Within Technical Apparel, Arc’teryx has created a reputation of authenticity and an uncompromising standard of excellence. The result has created a passionate, loyal following for the brand. However, Arc’teryx global brand awareness levels are relatively low when compared to more established premium outerwear brands. The brand plans to tactically increase brand awareness and curate more passionate communities through the following global strategies:

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Arc’teryx Academies:   Each year, Arc’teryx hosts several global events in some of the most iconic alpine destinations around the world such as Chamonix, France; St. Anton, Austria and Whistler, British Columbia. Each Academy focuses on a different mountain sport discipline and is open to the public. In 2022, these events saw over 17,500 attendees and generated 76.5 million media impressions.

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Store-Driven Events:   Arc’teryx’s events enable the brand to connect to the communities surrounding the brand’s stores. These events range from design discussions, music performances, to speaker series hosted both in-store and online.

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Original Content + Digital and Social Media:   In 2022, Arc’teryx has produced 15 original content films with talented filmmakers that featured sponsored athletes. These films included examples such as Unfinished Business, a documentary about Greg Hill summiting all 20 peaks of the Spearhead Traverse in one day and Keep It Real, a video on the underground UK bouldering scene that provided original content to enable authentic brand storytelling across social media channels. We believe original content combined with digital marketing strategies will increase Arc’teryx brand awareness globally.

Within Outdoor Performance, while the Salomon brand has existed for more than 75 years, we believe there is an opportunity to grow brand awareness globally, particularly in North America and Greater China. To drive brand awareness, Salomon plans to use the following integrated, brand-first marketing strategy to communicate key product stories:

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Television, Digital and Social Media:   Using television, digital and social media, Salomon plans to effectively communicate its brand story to a large audience of consumers and form a deeper connection. For example, in 2022, Salomon unveiled the new “Tomorrow is Yours” campaign aimed at inspiring a wider, younger and more diverse audience to connect with the outdoors. We believe this comprehensive global campaign increased brand awareness and perception globally.

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Brand Ambassadors:   Professional athletes trust Salomon in the most demanding competitive environments, which is the greatest form of product validation. In total, more than 600 professional athletes across trail running, snowboarding and alpine and Nordic skiing actively use Salomon products. These athletes provide individual product and brand storytelling opportunities to drive awareness.

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Loyalty Program:   In 2022, Salomon launched its loyalty program, S/Plus which allows consumers to earn points for each purchase, access exclusive products and receive other members only benefits.

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The S/Plus program had over 1.2 million members as of December 31, 2022, the first year of its existence, and over 1.5 million members as of September 30, 2023.

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Original Content:   Salomon.tv originated in 2009 as the original branded content platform in sports. As of September 30, 2023, more than 245,000 subscribers view 6-10 original and authentic stories per year highlighting athletes, sports, products and community.

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Events:   Salomon has developed a leading series of running events in some of the most iconic outdoor destinations around the world called The Golden Trail Series (“GTS”). These events are the only running events in the world designed and developed for a global television audience. In 2023, GTS events will be broadcasted on Eurosport across 53 countries. Salomon plans to further increase spending to add events in Japan and Greater China to complement the United States and European races, entrenching Salomon as the leading global brand powering the sport of trail running.

Within Ball & Racquet Sports, Wilson has recently elevated its brand through consistent, cohesive brand messaging across sports categories. Today Wilson is thoughtfully balancing product marketing and brand marketing to engage consumers, and it intends to continue growing its brand awareness in key global markets through the following strategies:

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Professional Partnerships:   For more than 110 years, Wilson has been and continues to be a part of championship-level performance for some of the world’s best athletes and iconic sports leagues. These endorsements and partnerships serve as a competitive advantage, providing a differentiated opportunity to convey a story around “Play What the Pros Play.” Wilson plans to continue leveraging these partnerships with both professional leagues and young aspiring talent across sport activities to build brand awareness globally.

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Strategic Marketing:   Known for product excellence across sport categories, Wilson is establishing a cohesive brand identity that sources and amplifies brand equity from each categories’ leadership and authenticity, effectively shifting from category marketing to brand marketing. Wilson leverages digital marketing, social media platforms, experiential concepts and collaborations with brands such as KITH to deliver authentic brand and product messaging to consumers. The digital marketing strategy combines personalized targeting, engaging content and data-driven optimization to build brand awareness and drive consumer engagement. In 2022, the brand launched a marketing program for everyone to “Live Like an Athlete,” which immediately increased the brand’s social media engagement. Wilson continues to build on this brand momentum through the Wilson Tennis 360 Softgoods strategy and a comprehensive brand campaign delivered in 2023.

Leverage the Amer Sports Platform to Scale All of Our Brands

We have laid the foundation and infrastructure to enable premium brands to thrive and scale on the Amer Sports platform. The ability for brands to chart their own consumer-centric strategies while leveraging the global scale and capabilities of our platform provides an opportunity for all our brands across each of our three segments to accelerate their growth in a profitable manner. For example, Atomic and Peak Performance have an opportunity to leverage our platform to increase their presence globally. Atomic is a leading player in winter sports as validated through the use of Atomic equipment by some of the world’s best alpine athletes, including Mikaela Shiffrin. We intend to leverage this professional brand halo to capture additional market share in the global winter sports equipment industry and further extend the Atomic brand to apparel and accessories. Given its Nordic roots, Peak Performance has a strong following within EMEA; however, there is an opportunity to expand the brand globally in the Americas, Greater China and the rest of Asia Pacific.

Our Market Opportunity

Our brands operate across several markets, including the athletic apparel, athletic footwear and sports equipment markets. These are global markets and form a collective market opportunity of approximately $522 billion as of 2022.

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Global Athletic Apparel Market:   According to Euromonitor International, the global athletic apparel market represented $220 billion in annual spending in 2022 and is expected to grow at a 6.4% CAGR though 2027.

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Global Athletic Footwear Market:   According to Euromonitor International, the global athletic footwear market represented $152 billion in annual spending in 2022 and is expected to grow at a 6.8% CAGR though 2027.

We believe our global capabilities and presence, especially within Greater China, positions us well to drive growth in the athletic apparel and athletic footwear markets globally.

​	Athletic Apparel					Athletic Footwear
​	2022			’22−’27 CAGR		2022			’22−’27 CAGR
​	($ in billions)
North America	​	$	104.5	​	5.5%	​	$	48.5	​	4.7%
Greater China (1)	​	$	22.7	​	9.0%	​	$	30.3	​	8.8%
Asia Pacific (2)	​	$	22.1	​	8.6%	​	$	19.8	​	9.2%
EMEA	​	$	46.4	​	4.6%	​	$	29.5	​	5.3%
Rest of World	​	$	24.0	​	8.4%	​	$	24.0	​	8.2%
Total	​	$	219.6	​	6.4%	​	$	152.1	​	6.8%

(1)

Consists of mainland China, Hong Kong, Macau and Taiwan.

(2)

Excludes Greater China.

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Global Sports Equipment Market:   According to Statista, the global sports equipment market, which includes golf, outdoor, racquet, team sports and winter sports, represented $75 billion in annual spend in 2022 and is expected to grow at a 6.3% CAGR through 2027.

We believe the following trends influence the industries within which we operate and how consumers make their purchase decisions:

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Health & Longevity:   We believe one of the lasting effects of the COVID-19 pandemic is an increased focus on health and longevity, resulting in increased participation in sports across genders, ages and geographies. For example, according to a survey conducted by a third-party research consulting group, approximately 50% of US consumers reported wellness as a top priority in their daily lives in 2022, an increase from 42% in 2020. We believe this increased focus on health and longevity is a trend that will continue and will drive consumers to purchase sports apparel, footwear and equipment to facilitate a healthy lifestyle through sports and outdoor recreation.

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Increased Casualization:   There has been a shift towards more casual apparel and footwear options for daily use, a trend that has been accelerated by COVID-19. This casualization trend drives the need for products that can offer versatility across of a variety of use cases, whether in the office, or participating in outdoor activities. We believe our premium apparel and footwear products provide the necessary style, comfort and technical performance to allow consumers to seamlessly transition from one activity to the next while feeling confident throughout the day.

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Growth in the Premium Consumer Segment:   Our brands target consumers who seek high-quality, premium performance products to help them perform at their best and feel confident on-and-off the court. According to the Credit Suisse 2022 Global Wealth Report, the number of adults globally with a net worth of $100,000 or more, which we define as the premium consumer segment, has increased from 358 million in 2010 to 689 million in 2021, representing a CAGR of 6.1%. We believe our brands and products are positioned as premium products and enable us to capitalize on growth in the number of premium consumers.

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Sustainable Consumption:   We believe sustainable consumption is at the forefront of many consumers’ decision whether to engage or transact with a brand. According to a recent third-party survey of U.S. consumers, sustainability is increasingly influencing consumer behavior. We believe the consumer’s focus on sustainable consumption will be a continued trend and that consumers will seek out sustainability minded companies when making purchases.

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Our Brands and Products

Our portfolio consists of 11 globally recognized brands in our three segments: Technical Apparel, Outdoor Performance and Ball & Racquet Sports.

Technical Apparel

Arc’teryx

Founded in 1989 in North Vancouver, British Columbia, Arc’teryx is an outdoor apparel brand built on the principle of obsessive, precise design and construction. Arc’teryx gear pushes the boundaries of performance and enables adventurers to excel in their outdoor pursuits. The products are known for their minimalist design, sleek and streamlined aesthetic, highest-quality craftsmanship with special construction and durability to withstand the rigors of extreme outdoor adventures. Arc’teryx has been shaped by the Canadian Coast Mountains where its headquarters are located, a remote area with challenging terrain that provides the perfect environment for the brand to test products in real-world conditions. We believe this resource allows the team to create some of the best-fitting, longest-lasting, and highest-functioning technical products with unrivaled performance at the point of extreme need.

Arc’teryx’s product offering includes technical outdoor apparel, footwear and accessories, including climbing gear.

Atom LT Hoody ($300)	Alpha SV Jacket ($900)	Acrux LT GTX Boot ($400)	Bora 75 Backpack ($360)

Peak Performance

Peak Performance is an apparel and accessories brand born in the Swedish mountains out of a love for skiing in remote terrain. The brand’s passion for adventure and nature runs deep. Peak Performance is for like-minded souls with an urge to explore wild and beautiful places, both near and far, from the mountains to the city. Together with friends or alone, for clearing heads and reconnecting with nature, commuting to work or simply hanging out, all Peak Performance products have the same purpose: to empower the freedom to be adventurous and live everyday life to the fullest, 365 days a year.

Outdoor Performance

Salomon

Born in the French Alps in 1947, Salomon is the modern mountain sports lifestyle brand. Salomon creates premium footwear, apparel, gear and winter sports equipment that focuses on superior design and function. The brand’s success in winter sports propelled it to diversify into other outdoor sports, namely trail running, road running and hiking. Today, Salomon is one of the global leading trail running brands with athlete success at all levels of the sport. Their footwear is widely recognized for its durability, functionality and performance. Salomon’s products are conceived by highly experienced and expert engineers, designers and athletes in its Annecy Design Center in France.

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Salomon’s product offering includes hiking and running footwear, functional apparel, skiing and snowboarding gear and lifestyle footwear.

S/LAB PULSAR 2 Trail Shoes ($180)	Bonatti Trail Jacket ($180)	Sportstyle XT-6 Shoe ($200)	S/RACE GS Skis (€1150)

Atomic

Founded in 1955 in the heart of the Austrian Alps, Atomic is one of the world’s largest ski-manufacturer by revenue. The brand designs and produces skis used by some of the top competitors in the world across every discipline. From World-Cup racing to the X-Games, Nordic to ski mountaineering to the most demanding backcountry adventures, skiers like Mikaela Shiffrin, Hermann Maier and Chris Benchetler all trust Atomic to bring them to the finish line. In turn, these and many other elite skiers provide feedback from the highest levels of competition and performance to help guide research and development and innovation at Atomic. Through its passion for skiing, with leading quality and technological innovations, the brand drives the sport of skiing forward.

Armada

Armada is an athlete-focused ski brand. Rider-driven, design obsessed, and with technologically superior products, it is the reference for modern skiing and the mountain lifestyle. Armada was founded in 2002 and as of September 30, 2023, distributes products in 29 countries globally.

ENVE

ENVE Composites is dedicated to being the most desired aftermarket brand in the bike industry and delivering performance without compromise. Founded in 2007 in Ogden, Utah, ENVE serves the four key disciplines of cycling including: mountain, road, triathlon and gravel.

Ball & Racquet Sports

Wilson

Founded in 1914 in Chicago, Illinois, the Wilson brand is a leading manufacturer of high-performance sports equipment, apparel, footwear and accessories, with more than a century of innovation, history and heritage in racquet sports, baseball, softball, football, basketball, volleyball, soccer and golf. Wilson has a legacy as the top-of-the-line sports equipment and is associated with legendary athletes, including Roger Federer, Russell Wilson and Jamal Murray, among many others. In addition, professional sports leagues, including the NBA, WNBA, NFL, and two Grand Slam Tennis Championships, as well as the NCAA, use Wilson products for competitions. Wilson has partnered with the NFL for more than 80 years, the NCAA for more than 20 years, and the US Open for 45 years. These athletes and leagues add to the credibility and reputation of Wilson’s superior products, make it one of the world’s most recognized and respected brands and contribute to Wilson’s authenticity and leading market positions across sports. Quality and performance are paramount to Wilson’s products, which undergo rigorous testing to ensure durability, reliability and superior performance. Wilson leverages player insights to create products that push equipment and apparel innovation into new territories, empowering athletes at every level to perform at their best.

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Wilson’s product offering includes sporting equipment for tennis, baseball, American football, basketball, golf, and various other professional and recreational sports, as well as functional athletic apparel.

Pro Staff RF97 V14 Racket ($220)	A2000 Infield Baseball Glove ($300)	“The Duke” NFL Football ($150)	Midtown Tennis Skirt ($70)

Louisville Slugger

Louisville Slugger was founded in 1884 in Louisville, Kentucky and today is one of the most iconic brands in the world of baseball equipment. We believe the name Louisville Slugger is synonymous with high-quality, handcrafted wooden baseball bats that have been used by some of the world’s most legendary players, including Hall of Famers, MVPs and World Series champions. The brand continues to be loved and respected in the world of baseball, representing tradition, craftsmanship and excellence.

DeMarini

DeMarini prioritizes performance and constantly innovates in baseball, fastpitch and slowpitch softball with bats designed and built in the United States. DeMarini was founded in 1989 and has over 60,000 square feet of facilities used purely for R&D and manufacturing. In 2016, DeMarini introduced its online custom bat builder, which we believe was the industry’s first.

EvoShield

EvoShield offers custom-fitting protective gear and apparel with Gel-to-Shell® Technology for baseball, softball, football and lacrosse. EvoShield was founded in 2002, has over 30 sponsored professional athletes and provides equipment to world class athletes.

ATEC

As the Official Training Equipment Supplier of Major League Baseball, ATEC elevates baseball and softball practice sessions with innovative machines and tools. ATEC was founded in 1971 in Nevada, United States, and offers pitching machines that can fire fly balls over 350 feet from home plate and tops out with fastballs at 100 miles per hour.

Sustainability

Two of the most prominent trends of our time are at the heart of Amer Sports’ business: health and longevity, and sustainable consumption. As a global group of sports and outdoor brands, we are in a position to encourage more sustainable lifestyles and mindful consumption and promote well-being. While the sports and outdoor industry connects us with nature, it also consumes our planet’s precious resources, and the complex supply chains in our industry are challenging to manage in a responsible way. All this calls for an increased focus on the way we operate today. Together with our brands, we seek to build a sustainability culture that will encourage us all to think bigger, go further and be better.

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Sustainability is an integral part of our growth strategy. We are determined to pursue growth in a sustainability-conscious manner. We believe we can do this by integrating sustainability into our operations, from design to supply chain to sales. Our updated sustainability strategy guides this commitment and supports our vision to become a global leader in premium sports and outdoor brands. Our management oversees the implementation of our sustainability strategy. Cross-functional operational teams drive our efforts on sustainable business practices, led by the Amer Sports platform with participation across key brands and functions. Working groups plan and execute roadmaps on sustainability initiatives in key areas identified, such as climate change, circular economy, responsible procurement and supply chain, human rights, and diversity, equity, and inclusion. We also perform or commission third-party audits, where applicable, including to monitor sourcing partners in their compliance with industry standards, regulations and our own expectations regarding sustainability.

We strive to continuously improve our reporting and transparency. Our sustainability framework was created in reference to the Global Reporting Initiative (GRI), the Greenhouse Gas Protocol and CDP frameworks. In line with guidance provided by the European Union Corporate Sustainability Reporting Directive (CSRD), we have identified three key priorities: climate change, circularity and sustainable procurement.

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We have committed to set science-based near-term and net-zero emission reduction targets at the group level, which we intend to submit to be validated by the SBTi. Further, Arc’teryx and Salomon have each set brand-level near-term science-based emission reduction targets for 2030 approved by the SBTi. In addition to the net zero 2050 target, the SBTs are expected to include existing targets of reaching 100% of our electricity consumption produced with renewable energy by the end of 2027, and 50% of the purchase volume from our tier 1 and 2 suppliers produced with renewable electricity by the end of 2030.

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We are committed to circularity in the design and creation of our products which we believe are built to last and easy to repair, refurbish, or resell. We are also actively exploring new business models and services such as Arc’teryx ReBird™ and Peak Performance WearAgains and sharing best practices across the group.

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To promote social sustainability in our supply chain, we expect all our tier 1 suppliers to sign the Amer Sports Ethical Policy, our supplier code of conduct. Our policy is aligned with the FLA Code of Conduct, and addresses employment relationships, child labor, forced labor, harassment and abuse, discrimination, compensation, working hours, and health and safety. We expect that our tier 1 suppliers and nominated tier 2 suppliers will have also conducted social compliance training and annual audits reflecting FLA standards by 2025 in accordance with our contractual requirements.

We are also focused on sustainable business practices at the brand level. For example, Arc’teryx opened five new ReBird™ Service Centers in the United States, Canada, Greater China and Japan. ReBird™ Service Centers offer consumers complementary repair services for their Arc’teryx gear, connecting consumers to the brand’s ongoing focus on improving circularity (which promotes the turning of used products into materials for new/repurposed products or otherwise extending such products’ lifespans, as opposed to a linear consumption model where such original products often end up disposed of and treated as “waste”), including upcycling, resale, care and repair. Arc’teryx’s sustainability program, ReCare™, provides consumers with information on home care and field repair for their products, while the ReCut™ program diverts rescued textiles that are repurposed into original and coveted pieces and the ReGear™ program accepts used gear and refurbishes it for sale on the ReGear™ platform. Salomon and Peak Performance have reduced the need for materials and transport by using 3D product samples for sales purposes and is looking to expand the use of 3D in consumer experience and e-commerce. Peak Performance’s second-hand initiative, WearAgains, offers consumers a platform where they can buy and sell pre-owned Peak Performance products, either in-store or on our online marketplace. Salomon developed the ground-breaking Index 0.1 shoe with a differentiated thermoplastic polyurethane outsole which significantly reduces greenhouse gas emissions in manufacturing and is designed to be recyclable into ski boot shells. Salomon has renewed its MTN ski touring range to reduce its impact on the environment—with products now produced also with up to 30% bio-sourced or recycled materials, and the brand’s ADDIKT PRO on-piste ski line is made with recycled ABS sidewalls. In addition, our ski factory in Altenmarkt, Austria drives continued energy efficiency improvements

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by using local wood chips instead of oil to heat the factory, resulting in a 95% carbon footprint reduction from heating as calculated by a lifecycle assessment using GaBi Databases.

We intend to further strengthen our organization and improve our processes, the transparency of our communication, and the scope, reliability, and depth of our data disclosure to be able to meet or exceed our targets. While we recognize the challenge of growing the business without growing the environmental and social impacts, we believe that our strategy, actions and measures can support our journey to sustainable growth. We plan to achieve it together with our differentiated portfolio of leading brands and the many talented people across the global Amer Sports community.

Supply Chain

Our supply chain is built on the belief that premium products require thoughtful craftsmanship. Our global supply chain organization is responsible for the operational planning, manufacturing, sourcing and distribution of products to our customers. We pride ourselves on delivering high-quality apparel, footwear, equipment, protective gear and accessories to our global community of consumers, while working to maintain high standards for labor practices and workplace conditions and decrease the environmental impact of our supply chain.

Sourcing and Manufacturing

We believe the combination of our owned and sourced manufacturing across different geographic regions provides a well-balanced, flexible approach to product procurement. Since our ownership transition in 2019, we have adapted our sourcing practices and supply chain to align with our brand-direct operating model, optimizing our supply chain to provide our brands with a higher degree of autonomy over their individual sourcing and supply chain needs. Sourcing, including vendor selection, is now carried out at the brand level, enabling our brands to be more nimble in their supply chain decision-making. In order to maintain the synergistic benefits of the group’s scale and consistency to group strategy and standards, back-office services, sustainability, oversight, compliance and quality control continue to be carried out by the group’s global sourcing team, including relevant human resources, finance and IT services. To further leverage our diversified setup and scale, we develop and facilitate communications across all brands, in the areas of quality control, sustainability, supply chain management and materials sourcing. This dynamic allows us to have oversight over the various brands, promoting and managing adherence to our Code of Conduct and Ethical Policy, while realizing cost savings from both a scale and operational perspective.

In 2022, approximately 81% of our products were sourced from a network of third-party strategic suppliers, with approximately 60% of such products sourced from Asia Pacific (excluding Greater China), approximately 36% from Greater China, approximately 2% from EMEA, and approximately 2% from the Americas. We have a diversified sourcing network, with no single tier 1 supplier accounting for more than 20% of total supply in 2022. Our sourced manufacturing agreements are generally on a fixed price purchase order basis which renew annually.

Several of our hard goods products, such as ski boots and bindings, baseballs bats and baseballs, are produced at owned manufacturing facilities in the United States, Canada and Europe. We source the raw materials for our owned manufacturing on generally the same terms as our contracts with sourced manufacturers. We have multiple sources for most of our materials and components of our products, but rely on a small number of sole source suppliers, such as for Gore-Tex, which is used in our Arc’teryx, Salomon, Peak Performance and Atomic products. Key raw materials used in our supply chain include synthetic fabrics and natural products, including blend fabrics, nylon, polyester, down and cotton, as well as plastics, rubber, carbon and metals.

In making decisions about the location of suppliers and manufacturing operations, we consider a number of factors including the raw material source, the final destination, production lead times, transport lead times, labor cost, product complexity, the ability to pursue upside demand, as well as geopolitical risks and developments related to duties, tariffs and quotas. We also seek out alternative suppliers and manufacturers in order to manage concentration risk and develop contingency plans for responding to disruptions. Where possible, we use at least two suppliers for a given product to reduce supply risk and to promote competition among suppliers on the basis of cost and quality.

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In peak seasons, our supply chain operations employ approximately 4,400 employees, including approximately 900 contract workers. As many of our brands are shifting quickly to a higher DTC mix, the agility and speed of our supply chain has become an increasingly important competitive factor to our business, as we are more often becoming the final step between our products and the end consumer.

Distribution

Products are shipped from our owned and sourced manufacturing facilities to distribution centers around the world. Our extensive distribution network, consisting of third-party as well as Amer Sports owned and leased distribution centers, is shared between the brands, allowing each of them to leverage warehouses globally that processed close to 4 million outbound deliveries and more than 14 million outbound lines in 2022. We directly operate 9 of our 19 distribution centers, and we carefully determine the remaining third-party contracted centers depending on our presence in the region. Our distribution centers are strategically located to provide speed and service to our consumers at efficient costs and supported by a transportation network built on a set of core-carriers for sea, land and air-transport, under defined service-level agreements. In 2022, we shipped almost 90 million outbound units and more than 18,000 twenty-foot equivalent units (“TEUs”) of sea freight. We believe that the benefits from operating our supply chain on a group level, as opposed to the brand level, deliver significant cost savings while maintaining high service levels.

Marketing

Our brands’ advertising and marketing functions focus on differentiating their individual positioning and highlighting product qualities, while creating globally unified messaging with appropriate regional nuances in order to maximize brand recognition, and drive demand from initial end consumer awareness to long-term loyalty. Our brands are continuing to develop integrated, multi-channel marketing strategies designed to effectively reach their target consumers. Each brand pursues this strategy through the use of a variety of media channels, including both traditional media channels as well as digital media channels such as display, online video, social media, paid search and influencers, along with engagement with brand ambassadors, including partnerships with professional athletes and professional sports leagues. Our brands also pursue a variety of “grass roots” initiatives to build community engagement leading to interest and word-of-mouth marketing.

In addition, by leveraging insights across product offerings, we seek to understand how consumer behavior and expectations are changing. Our brands employ marketing analytics to optimize the impact of advertising and promotional spending and continuously evolve their brand messaging to ensure that they drive relevance with consumers. Certain brands also participate in cooperative advertising on a shared cost basis with wholesale partners in traditional and digital, including by providing advertising support in the form of point-of-sale fixtures and signage to enhance the presentation and brand image of products. Our brand websites are also designed to enhance consumer understanding of their product offering and help consumers find and buy our products. Each brand employs a support team that is responsible for customer service at the consumer level as well as a sales force that manages our customer relationships.

Technology Infrastructure

We have invested in establishing a shared IT infrastructure and platform architecture, supported by a centrally managed IT organization with teams in all brand locations. This group architecture supports robust and scalable IT operations, is designed to ensure security and compliance and is the foundation for efficient group services including finance, tax, customs and supply chain. This architecture further supports the implementation of brand specific business strategies and processes, allowing brand-dedicated applications and solutions directly managed by brand IT teams to be integrated, while still benefitting from the overall group IT infrastructure. Our enterprise architecture is built around a global SAP ERP system, providing a scalable digital core as a system-of-record for finance, sales, inventory and purchasing. We are currently in the process of upgrading this platform across our segments.

Competition

The markets in the sports and outdoor industry are highly competitive and fragmented. They include increasing competition from established companies who are expanding their production and marketing of

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performance products, as well as from frequent new entrants to the market. Given the breadth of our portfolio and global footprint, we compete with a broad set of competitors that include Moncler, Canada Goose, Lululemon Athletica, On Running, Hoka, The North Face, and Babolat, in their respective categories.

Competition in the sports and outdoor industry is principally centered on the basis of brand image and recognition, product quality, innovation, design, sustainability, distribution and price. We believe that we successfully compete on the basis of premium products and our clear focus on the consumer, as well as our technical innovation. See “Risk Factors” for additional information on our competitive risks.

People and Culture

Amer Sports employees share a passion for sports. We believe our people’s connection to sporting and outdoor activities is a key benefit to our business as we understand the needs of consumers and athletes globally, which in turn helps drive a performance-driven, winning culture.

Our strategy as it relates to human resources and relationships with our employees, which we refer to as our “People Vision,” is to attract and unite some of the best consumer-minded people in the sports and outdoor industry. Our People Vision focuses on three pillars:

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Best people: building high-quality leadership and capabilities to execute our business strategy.

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Great engagement: fostering strong engagement and a great employee experience through clear purpose and values, a dynamic feedback culture enabled by an advanced survey system, strong development programs and opportunities.

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Superior performance: as a result of the above, combined with competitive rewards and a strong focus on productivity. A passionate and performance-driven culture is our strength and creates attractive development opportunities for our people and our business.

Human Resources

Our human resources function follows our brand-direct operating model, whereby the brands have autonomy to drive their individual resource plans in alignment with their brand strategies. The brand-level functions are supported by a group-level human resources function in order to provide technological and capability program scale and efficiency, reporting capabilities and overall governance, such as compensation framework and plans. The brands also benefit from shared human resources services across all regions, which allow them to operate efficiently across the world and ensure compliance with local laws and regulations and with operational activities such as payroll administration.

Capability and Culture

In recent years, Amer Sports has focused on capability building across the group. During the COVID-19 pandemic, Amer Sports began an internal restructuring process that included strategically reallocating existing and hiring new employees to support focus areas, such as our DTC channel and expansion in China. Our capability and resource planning is based on an annual people process called Strategy, Structure and Capability Review (SSCR) where we review and ensure sufficient capabilities across our brands and group functions to execute our short- and long-term strategic plans. We align the development ambition of our people with execution of our growth strategy. In addition, over one third of our top 130 executives were hired externally since 2021 to achieve our high-ambition growth strategy. We have also sought to strengthen capability throughout the group across levels in our brands and functions with over 2000 new hires in the past two years. In addition, we have made significant efforts to facilitate learning and development across the company, including through a modern learning management system and leadership development programs within our brands, as well as a group-wide Leadership Academy that we expect to be implemented in 2024. We are committed to providing opportunities for the continuous development and learning of all our people.

We believe that engagement needs to be built on a strong understanding and commitment to a shared purpose and values, which we are renewing across our global organization. In 2022, we acquired a state-of-the-art employee engagement survey platform that allows us to regularly and flexibly survey engagement and

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understand gaps to address them in a systematic way based on scientifically tested drivers of engagement, inclusion and well-being. We strive to provide a workplace that is inclusive, engaging and gives opportunities for growth.

We are committed to continuing to promote diversity in the workplace which reflects the global environment in which we operate. Through our ongoing encouragement of a workplace environment where diversity and inclusion are valued, we believe we better serve our consumers and our organization. We continue to believe that different ideas, perspectives, and backgrounds create a stronger and healthier culture and contribute to superior performance.

We are also committed to creating an ethical workplace and community, and we always strive to improve. All of our employees are trained in and subject to our company Code of Conduct, which describes how we all put our values into practice every day and sets the standard for the conduct expected by all Amer Sports employees. Further, we expect our whole value chain, from our own operations to our sourcing partners, to adhere to international standards for human and labor rights. We have been a member of the internationally recognized FLA since June 2020, and our vendor sustainability team monitors the labor practices of our Tier 1 suppliers seeking to ensure they meet the requirements set out in our Ethical Policy.

Employees

As of September 30, 2023, we employ more than 10,800 people across approximately 370 locations and in 41 countries across our three segments. Of our employees, approximately 4,500 full-time employees were based in EMEA, approximately 3,700 full-time employees were based in the Americas, approximately 800 full-time employees were based in Greater China and approximately 700 full-time employees were based either in the rest of Asia Pacific or in other locations. The brands are supported by corporate functions, with approximately 200 employees dedicated at the headquarter level.

We are subject to, and comply with, local labor law requirements in EMEA, the Americas, Greater China, and the rest of Asia Pacific. Approximately 3,000 of our employees are represented by labor unions or covered by collective bargaining agreements. We consider our employee relations to be good and we have not experienced any work stoppages.

Intellectual Property

Our long-term commercial success depends, in part, on our ability to obtain, maintain, protect and enforce our intellectual property rights in our brands, designs, technologies, proprietary information and processes, preserve the confidentiality of our trade secrets, operate our business without infringing, misappropriating or otherwise violating the intellectual property rights of third parties and prevent third parties from infringing, misappropriating or otherwise violating our intellectual property rights. We seek to protect our investment in the development of our brands, designs, technologies, proprietary information and processes, and trade secrets by relying on a combination of patent, trademark, copyright, design, and trade secret laws, in addition to confidentiality procedures and contractual provisions.

We rely on our trademarks and related domain names and logos to market our brands and to build and maintain brand loyalty and recognition. As of September 30, 2023, we owned approximately 6,175 trademark registrations, and approximately 444 trademark applications, across over 120 different jurisdictions, including the United States, the EU, the PRC, Japan and other major markets. These trademarks include, among others, our principal brands of Arc’teryx, Salomon, Wilson, Peak Performance, Atomic, ENVE, Armada, Louisville Slugger, DeMarini and EvoShield, and their related logos. The current registrations of these trademarks are effective for varying periods of time and may be renewed periodically, provided that we, as the registered owner, comply with all applicable renewal requirements including, where necessary, the continued use of the trademarks in connection with similar goods and services. In addition to our trademarks, as of September 30, 2023, we owned approximately 887 domain name registrations, including Arcteryx.com, Salomon.com, Wilson.com, Peakperformance.com, Atomic.com, Enve.com, Armadaskis.com, Slugger.com, Demarini.com and EvoShield.com. However, despite our efforts to obtain, maintain, protect and enforce our trademarks, there can be no assurance that these protections will be available in all cases, and our trademarks may be challenged, infringed, misappropriated, circumvented, otherwise violated, declared generic, determined to be dilutive of or infringing on other trademarks or may lapse. The occurrence of any

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of these events could result in the erosion of our brands and limit our ability to market our brands, as well as impede our ability to effectively compete against competitors with similar products or technologies.

As of September 30, 2023, we owned approximately 480 issued U.S. patents (including design patents), 83 pending U.S. patent applications (including design applications), 672 issued foreign patents (including design registrations), 136 pending foreign patent applications (including design applications) and 142 pending PCT applications relating to technologies, components, materials, features, functionality, and industrial and aesthetic designs used in and for the manufacture of various of our products.

The term of individual patents and design registrations depends upon the legal term for patents and design registrations in the countries in which they are granted. In most countries, including the United States, the patent term is 20 years from the earliest claimed filing date of a non-provisional patent application in the applicable country. In the United States, the term of a design patent is 15 years from the date of grant of the patent, and the term of a similar design registration in foreign jurisdictions may vary. Additionally, in the United States, a patent’s term may, in certain cases, be lengthened by patent term adjustment, which compensates a patentee for administrative delays by the United States Patent and Trademark Office in examining and granting a patent. It may also be shortened if a patent is terminally disclaimed over a commonly owned patent or a patent naming a common inventor and having an earlier expiration date. We cannot be sure that our pending patent applications that we have filed or may file in the future will result in issued patents in any jurisdiction, and we can give no assurance that any patents that have been issued or might be issued in the future will protect our current or future products, will provide us with any competitive advantage, and will not be challenged, invalidated, or circumvented.

We seek to control access to and use of our designs, technologies, trade secrets, proprietary information and processes, and other confidential information through the use of internal and external controls, and through the inclusion of contractual protections in agreements with employees, contractors, customers and partners. While we seek to enter into confidentiality, intellectual property assignment and non-compete agreements, as applicable, with our employees, contractors and other third parties, we may fail to enter into such agreements with all relevant parties, such agreements may not be self-executing, may be breached, and might not be completely enforceable. As a result, we may not be able to meaningfully protect our trade secrets. Moreover, we may be subject to claims that such parties have misappropriated the trade secrets or other intellectual property or proprietary rights of their former employers or other third parties.

For more information regarding the risks related to our intellectual property, see “Risk Factors —​Risks Related to Our Intellectual Property and Information Technology.”

Properties

We conduct manufacturing, distribution and administrative activities in owned and leased facilities. The table below sets forth our principal properties as of September 30, 2023:

Location	Principal Activity	Leased or Owned	Square Feet
Helsinki, Finland	Corporate Offices	Leased	​	60,041
Vancouver, Canada	Administrative Office	Leased	​	59,632
Metz-Tessy, France	Administrative Office	Owned	​	356,446
Chicago, Illinois	Administrative Office	Leased	​	87,386
Stockholm, Sweden	Administrative Office	Leased	​	2,497
Altenmarkt, Austria	Administrative Office	Owned	​	484,376
Krakow, Poland	Shared Financial Services Center	Leased	​	23,304
Hong Kong, China	Sourcing Office	Leased	​	10,301
Taichung, Taiwan	Sourcing Office	Leased	​	16,146
Kaohsiung, Taiwan	Sourcing Office	Leased	​	1,184
Orastie, Romania	Manufacturing	Owned	​	129,168

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Location	Principal Activity	Leased or Owned	Square Feet
Oradea, Romania	Manufacturing	Hybrid	​	89,125
Oradea, Romania	Manufacturing	Owned	​	45,208
Chepelare, Bulgaria	Manufacturing	Owned	​	225,161
Asenovgrad, Bulgaria	Manufacturing	Owned	​	204,514
Ada, Ohio	Manufacturing	Owned	​	80,000
Hillsboro, Oregon	Manufacturing	Owned	​	44,994
Moorabbin, Australia	Warehouse	Leased	​	82,398
New Westminster, Canada	Warehouse	Leased	​	243,610
Belleville, Canada	Warehouse	Leased	​	149,996
Überherrn, Germany	Warehouse	Owned	​	129,168
Saint Vulbas, France	Warehouse	Leased	​	559,723
Ogden, Utah	Warehouse	Leased	​	300,316
Mt. Juliet, Tennessee	Warehouse/Distribution Center	Leased	​	575,000
Nashville, Tennessee	Warehouse/Distribution Center	Leased	​	252,262
Nashville, Tennessee	Warehouse/Distribution Center	Owned	​	299,993

In addition to the principal properties listed above, we own and lease 64 offices worldwide for sales and administrative purposes. We operate a total of 9 distribution centers globally and over 330 owned retail stores across the Americas, EMEA, Greater China and the rest of Asia Pacific regions, as of September 30, 2023. Owned retail stores are generally leased under operating leases and include renewal options.

We consider the facilities that we use in our business to be suitable and adequate for the purposes for which they are used and do not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities. We are committed to maintaining all of these properties in good operating condition.

Regulatory Matters

In the United States, EU and the other jurisdictions in which we operate, we are subject to, laws governing advertising and product labeling, environmental, health and safety, ESG laws and regulations, data privacy and security laws, rules and regulations, antitrust and competition laws and labor and employment laws, among others. Our products, which are predominantly manufactured in countries other than the United States and which are shipped into over 100 countries across the world, may be subject to tariffs, treaties, and various trade agreements, as well as laws affecting the importation of consumer goods. It is our policy and practice to comply with all government regulations applicable to our business. The process of complying with applicable federal, state and local regulations in the United States and around the world may be complex, time consuming and costly. In addition, the global regulatory landscape is subject to rapid and unexpected changes, some driven by geo-political influences, and there has been a general trend toward increasingly stringent regulation and enforcement around the world in recent years. New or more stringent laws or regulations, more restrictive interpretations of existing laws or regulations, court practices or increased enforcement actions by governmental and regulatory agencies around the world could increase our ongoing costs of compliance, alter the environment in which we do business or otherwise adversely affect our business. If we fail to comply with any new or existing laws or regulations, we may be required to pay damages, cease advertising or promotional activities, alter our products or marketing materials, cease selling certain products and possibly face fines, corrective measures or other types of sanctions. Furthermore, as we continue to expand our global operations, we may be required to comply with market-specific laws and regulations, including by obtaining approvals, licenses or certifications from a particular country’s regulators. Failure to obtain these approvals, licenses or certifications or comply with these laws or regulations could impede our growth prospects and otherwise adversely affect our business, results of operations or financial condition. For additional information about risks associated with government regulations, see “Risk Factors—Risks Related to Litigation and Regulation.”

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Advertising and Labeling

The Federal Trade Commission (the “FTC”) regulates the use of endorsements and testimonials in advertising as well as relationships between us, on the one hand, and advertisers and influencers, on the other hand, pursuant to principles described in the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “Endorsement Guides”). The Endorsement Guides provide that an endorsement should reflect the honest opinion of the endorser and cannot be used to make a claim about a product that the product’s marketer could not itself legally make. The Endorsement Guides also stipulate that, if there is a connection between an endorser and the marketer that consumers would not expect and this connection would affect how consumers evaluate the endorsement, then that connection should be disclosed. Although the Endorsement Guides are advisory in nature and do not operate directly with the force of law, they provide guidance about what the FTC staff generally believes the Federal Trade Commission Act (the “FTC Act”) requires in the context of using endorsements and testimonials in advertising. Any practices inconsistent with the Endorsement Guides can result in violations of the FTC Act’s proscription against unfair and deceptive practices. If our advertising claims or claims made by our social media influencers or by other endorsers with whom we have a material connection do not comply with the Endorsement Guides or any requirements of the FTC Act or similar state requirements, then the FTC and state authorities could subject us to investigations and enforcement actions, impose penalties, require us to pay monetary consumer redress, require us to revise our marketing materials or require us to accept burdensome injunctions, any of which could adversely affect our business, results of operations or financial condition.

Furthermore, the National Advertising Division (“NAD”) of the Better Business Bureau administers a self-regulatory program of the advertising industry to ensure truth and accuracy in national advertising. NAD monitors national advertising and entertains inquiries and challenges from competitors and consumers. We may also be subject to various state consumer protection laws, including California’s Proposition 65, which requires a specific warning on any product that contains a substance listed by California as having been found to cause cancer or birth defects, unless the level of such substance in the product is below a safe harbor level.

Many countries and markets outside the United States have similar, and sometimes more stringent, regulations of advertising practices. For example, in the European Union, advertising of products is subject both to general consumer advertising requirements pursuant to the Unfair Commercial Practices Directive (Directive 2005/29/EC), which imposes a general prohibition on misleading and aggressive advertising and in the PRC, the Advertising Law regulates advertising and puts similar restrictions on such activities.

Environmental, Health and Safety

Federal, state and local authorities in the United States, as well as comparable authorities around the world, enforce a broad range of environmental, health and safety laws and regulations in the jurisdictions in which we and our third party suppliers manufacture and sell our products or otherwise operate our business. These include requirements governing product content and labeling, worker health and safety, the handling, manufacture, transportation, storage, use and disposal of chemicals and other hazardous materials and wastes, the discharge and emission of pollutants and the cleanup of contamination in the environment. We could incur substantial costs, including civil or criminal fines or penalties, enforcement actions and other third-party claims and cleanup costs as a result of our failure to comply with, or liabilities under, such laws and regulations or permits required thereunder. Under certain environmental laws and regulations, we may be subject to liability for environmental investigations and cleanups, including at properties that we currently or previously owned or operated, or at sites at which waste we generated was disposed, even if the contamination was not caused by us or the relevant conduct was legal at the time it occurred. We are addressing contamination from historical operations in the United States that has been identified at certain of our current or former properties. The ultimate cost at such sites is difficult to accurately predict and we may incur significant additional costs as a result of the discovery of contamination or the imposition of additional obligations (including in connection with expansions or renovations of our facilities) at these or other sites in the future.

We also are subject to extensive and evolving regulations regarding the manufacturing, processing, distribution, importing, exporting and labeling of our products and their raw materials. In the European Union, the Registration, Evaluation, Authorisation and Restriction of Chemicals (“REACH”) regulations

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came into effect in 2007, with implementation rolling out over time. Registered chemicals then can be subject to further evaluation and potential restrictions. Since the promulgation of REACH, other countries have enacted or are in the process of implementing similar comprehensive chemical regulations. In addition, California’s Proposition 65 requires companies to place warnings on products sold in California that contain one of approximately 900 chemicals known to the state of California to cause cancer, birth defects or other reproductive harm. The California state attorney general, as well as private citizens, can file lawsuits against companies for alleged failure to comply with Proposition 65; from time to time, we have received such lawsuits regarding certain of our products.

Our operations are also subject to regulation in the United States under federal, state and local occupational health and safety standards, as well as occupational health and safety standards applicable to our operations in other jurisdictions. These standards establish certain employer responsibilities, including requirements to maintain a workplace free of recognized hazards likely to cause serious injury or death, certain medical and hygiene standards, licensing and permitting obligations and various recordkeeping, disclosure and procedural requirements. Our facilities and operations may be subject to periodic inspections by the Occupational Safety and Health Administration representatives and comparable authorities in other jurisdictions. Failure to comply with applicable occupational health and safety standards, even if no work-related serious injury or death occurs, could result in civil or criminal enforcement and substantial penalties, significant capital expenditures or suspension or limitation of our operations.

ESG

Federal, state or local governmental authorities in various countries have adopted or proposed, and are likely to continue to propose, legislative and regulatory initiatives regarding the management of sustainability- or ESG-related topics, or disclosures on such matters. For example, we may be subject to the disclosure requirements of the EU’s Corporate Sustainability Reporting Directive (and its implementing laws and regulations) and other EU directives or EU and EU member state regulations, the International Sustainability Standards Board’s sustainability and climate disclosure standards, various disclosure requirements (such as greenhouse gas metrics, climate risks, use of offsets, and emissions reduction claims) from the State of California as well as the SEC’s climate disclosure proposal, if finalized, among other regulations or requirements; these regulations and requirements may not entirely align and thus require us to duplicate certain or make different efforts or use different reporting methodologies in order to comply with each jurisdictions’ requirements. Separately, various regulators have adopted, or are considering adopting, regulations on environmental marketing claims, including but not limited to the use of “sustainable,” “eco-friendly,” “organic,” “recyclable” or similar language in product marketing. There are also increasing regulations on the provenance, composition, or production methods of products to reflect environmental and/or social concerns, which may require us to change our suppliers, disrupt our business operations, incur additional compliance costs or otherwise impact our reputation, operations or financial condition.

Data Privacy and Security

We are subject to increasingly complex and changing laws, directives, industry standards, rules and regulations, as well as contractual obligations, related to data privacy and security in the United States and around the world that impose broad compliance obligations on the collection, transmission, dissemination, use, privacy, confidentiality, security, retention, availability, integrity and other processing of personal information.

In the United States, various federal and state regulators, including governmental agencies like the FTC, have adopted, or are considering adopting, laws, rules and regulations concerning personal information and information security and have prioritized privacy and information security violations for enforcement actions. Certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to personal information than federal, international or other state laws, and such laws may differ from each other, all of which may complicate compliance efforts. For example, we are subject to the CCPA, which imposes obligations on covered companies that process the personal information of California residents. Among other things, the CCPA requires covered companies to provide certain disclosures to California residents regarding data privacy and security, and provides California residents with data protection and privacy rights, including the ability to opt out of the sale or certain sharing of their personal

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information, and to request the deletion of their personal information (subject to certain exceptions). The CCPA provides a private right of action for certain data breaches that result in the loss of personal information as well as for civil penalties with enforcement capabilities for both the California Attorney General and a new state agency created under the CPRA. The enactment of the CCPA and other state privacy, data protection and cybersecurity laws, rules and regulations is prompting a wave of similar legislative developments in other states in the United States, which creates the potential for a patchwork of overlapping but different state laws. For example, Virginia enacted the Virginia Consumer Data Protection Act (“VCDPA”), which became effective on January 1, 2023, Colorado enacted the Colorado Privacy Act (‘‘CPA”), which became effective on July 1, 2023, and Connecticut enacted the Connecticut Data Privacy Act (‘‘CTDPA”), which became effective on July 1, 2023. The VCDPA, the CPA and the CTDPA have some similarities to the CCPA and introduced new data privacy rights for residents of such states and new operational requirements for covered companies, including consent requirements for the collection of sensitive personal information. At least nine additional states (Utah, Iowa, Indiana, Tennessee, Montana, Delaware, Oregon, Texas and Florida) have passed similar laws, with some scheduled to take effect in 2023 and others in subsequent years, and other states are considering enacting similar such laws. In addition, laws in all 50 states in the United States require businesses to provide notice to consumers (and, in some cases, to regulators) whose personal information has been accessed or acquired as a result of a data breach. State laws are changing rapidly and there is discussion in Congress of a new comprehensive federal data protection law to which we would become subject if it is enacted.

We are also subject to international laws, rules, regulations and standards in many jurisdictions, which apply broadly to the collection, use, retention, security, disclosure, transfer and other processing of personal information. For example, in the EEA, we are subject to the EU GDPR and, following the UK’s exit from the EU, we are subject in the UK to the UK GDPR. The EU GDPR and UK GDPR impose strict compliance obligations with respect to our ability to collect, use, retain, protect, disclose, transfer and otherwise process personal information, including a principal of accountability, the obligation to demonstrate compliance through policies, procedures, training and audits, and the requirement to appoint data protection officers when special categories of personal information, such as health data, are processed on a large scale. Non-compliance with the EU GDPR and UK GDPR may lead to fines for certain violations of up to €20 million or £17.5 million, respectively, or 4% of total worldwide annual turnover of the preceding financial year, whichever is higher. However, the UK GDPR will not automatically incorporate future changes to be made to the EU GDPR (such changes would need to be specifically incorporated by the UK government), which creates a risk of divergent parallel regimes and related uncertainty. On June 28, 2021, the European Commission announced an adequacy decision concluding that the UK ensures an equivalent level of data protection to the EU GDPR, which provides some relief regarding the legality of continued personal information flows from the EEA to the UK. This adequacy determination will automatically expire in June 2025 unless the European Commission renews or extends it and it may be modified or revoked in the interim. We cannot predict how the UK GDPR and other UK privacy and information security laws, rules or regulations may develop, including as compared to the EU GDPR, nor can we predict the effects of divergent laws and related guidance. Moreover, the UK is currently in the process of reforming its data protection framework. This may lead to future divergence and variance between the two regimes.

The EU GDPR and UK GDPR also impose strict rules on the transfer of personal information to countries outside of the EEA and the UK. Legal developments in Europe have created further complexity and uncertainty regarding such transfers, in particular in relation to transfers to the United States. On July 16, 2020, the Court of Justice of the European Union (“CJEU”) invalidated the EU-US Privacy Shield Framework, or Privacy Shield, under which personal information could be transferred from the EEA (and the UK) to relevant self-certified United States entities. The CJEU further noted that reliance on the standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal information transfer mechanism and potential alternative to the Privacy Shield) alone for transfers of personal information outside the EEA (and the UK) may not necessarily be sufficient in all circumstances, and that transfers must be assessed on a case-by-case basis. On July 10, 2023, the European Commission adopted its adequacy decision for the EU-US Data Privacy Framework (the ‘‘EU-US DPF”) (a new framework for transferring personal information from the EEA to the United States), having determined that the EU-US DPF ensures that the protection of personal information transferred from the EEA to the United States will be comparable to the protection offered in the EU. However, this decision will likely face legal challenges and ultimately may be invalidated by the CJEU just as the Privacy Shield was. In addition,

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on October 12, 2023, the UK-US Data Bridge went into effect to operate as an extension of the EU-US DPF to enable the transfer of personal data between the UK and certified entities in the United States. Such Data Bridge could not only be challenged, but also may be affected by any challenges to the EU-US DPF. As a result of changes in the laws, rules and regulations governing cross-border transfers of personal information, we have had to make, and continue to make, certain operational changes, conduct assessments of our data transfer policies and procedures, and update and implement revised standard contractual clauses and other relevant documentation and measures for intragroup, customer and vendor arrangements requiring transfers of personal information outside the EEA and the UK, including to the United States, within required time frames. We may be adversely impacted as the enforcement landscape further develops, and supervisory authorities issue further guidance on international data transfers.

Moreover, in the EEA and the UK, national laws transposing the ePrivacy Directive require opt-in consent to place non-essential cookies or tracking technologies on an individual’s device and for direct electronic marketing. In the EEA and the UK, consent must be obtained in accordance with the requirements of the EU GDPR and the UK GDPR, respectively. These requirements include a prohibition on using pre-checked boxes and a requirement to ensure separate consents are sought for each type of non-essential cookie or tracking technology. Recent EEA court and regulatory decisions are driving increased attention on cookies and tracking technologies. For example, regulators and courts are increasingly active as a result of actions by NOYB (a not-for-profit privacy activist group), that has issued over 700 draft complaints to European website operators regarding their cookie banners and subsequently referred over 650 complaints to relevant national regulators, noting it aims to seek enforcement on up to 10,000 websites in Europe.

In addition to the data protection laws in the United States, the EEA, the UK and various other jurisdictions in which operate, we are also subject to the PRC’s data protection laws. Under the PRC’s Cybersecurity Law, any collection, use, transfer or storage of personal information of an individual through a network by the network operator should be based on the three principles of legitimacy, justification and necessity and requires the consent of the data subject. The rules, purposes, methods and ranges of such collection should also be disclosed to the data subject. The PRC’s Cybersecurity Law requires operators of CIIOs to store personal information and important data collected and generated from the critical information infrastructure within the PRC. On September 14, 2022, CAC, the PRC’s top cybersecurity regulator, released new amendments to the PRC’s Cybersecurity Law for public consultation and if the amendments are passed, the amended law will increase the penalties for violations of cybersecurity obligations under the Cybersecurity Law, in line with those under the Data Security Law and PIPL.

Building on this, the PRC’s Data Security Law became effective on September 1, 2021. The primary purpose of the Data Security Law is to regulate data activities, safeguard data security, promote data development and usage, protect individuals and entities’ legitimate rights and interests, and safeguard state sovereignty, state security and development interests. The Data Security Law applies extraterritorially, and to a broad range of activities that involve “data” ​(not only personal or sensitive data). Under the Data Security Law, entities and individuals carrying out data activities must abide by various data security obligations. For example, the Data Security Law proposes to classify and protect data based on the importance of data to the state’s economic development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used. The appropriate level of protective measures is required to be taken for each respective class of data. The Data Security Law also echoes the data localization requirement in the Cybersecurity Law and requires important data to be stored locally in the PRC. Such important data may only be transferred outside of the PRC subject to compliance with certain data transfer restrictions, such as passing a security assessment organized by the relevant authorities.

Additionally, on August 20, 2021, the PRC announced the PIPL, which took effect on November 1, 2021. The PIPL is intended to clarify the scope of application, the definitions of personal information and sensitive personal information, the legality of personal information processing and the basic requirements of notice and consent, among other things. The PIPL also sets out data localization requirements for CIIOs and personal information handlers who process personal information above a certain threshold prescribed by the relevant authorities. The PIPL also includes a list of rules which must be complied with prior to the transfer of personal information outside of the PRC, such as compliance with a security assessment or certification

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by an agency designated by the relevant authorities or entering into standard form model contracts approved by the relevant authorities with the overseas recipient. Notably, the PIPL, similar to the EU GDPR, applies extraterritorially.

On July 7, 2022, the CAC issued Security Assessment Measures for Outbound Data Transfers, which became effective on September 1, 2022. The Security Assessment Measures for Outbound Data Transfers clarifies the security assessment requirement under the PIPL and requires a data handler to apply for the security assessment organized by the CAC under any of the following circumstances before the information is transferred outbound: (i) where a data handler provides important data overseas, (ii) critical information infrastructure operator and personal information handlers who process more than 1 million individuals’ personal information; (iii) where a data handler has cumulatively provided personal information of over 100,000 individuals or sensitive personal information of over 10,000 individuals in total abroad since January 1 of the previous year. Additionally, on November 18, 2022, the CAC and the State Administration of Market Regulation issued the Implementation Rules for Personal Information Protection Certification which apply with immediate effect and which provide important guidance on obtaining a personal information certification for lawful cross-border transfer of personal information under the PIPL. The CAC published the Measures on Standard Contract for Cross-border Transfer of Personal Information, which became effective on June 1, 2023, and the Guidelines on Filing the Standard Contract for the Export of Personal Information on February 24, 2023 and May 30, 2023, respectively. These provide important guidance on relying on the standard contract for transferring personal information out of the PRC and on its filing requirement. As a result of changes in the cross-border data transfer landscape, we have had to and continue to review our existing data protection compliance framework, conduct data mapping exercises, obtain relevant separate consents from individuals, apply for a security assessment with the CAC and enter into standard contracts with our overseas affiliates for transfers of personal information outside of the PRC.

In addition to the PRC’s Cybersecurity Law, the Data Security Law and the PIPL, the relevant government authorities of the PRC promulgated several regulations or released a number of draft regulations for public comments which are designed to provide further implemental guidance in accordance with the laws mentioned above. We cannot predict what impact the new laws and regulations or the increased costs of compliance, if any, will have on our operations in the PRC, in particular the Data Security Law or PIPL, or the increased costs of compliance, if any, will have on our operations in the PRC due to their recent enactment and the limited guidance available, particularly on PIPL, which entities are awaiting further guidance on, particularly on the scope of data localization requirement. It is also generally unclear how the laws will be interpreted and enforced in practice by the relevant government authorities.

Failure to comply with these laws, rules and regulations can result in the imposition of significant civil and/or criminal penalties and private litigation. Data privacy and security laws, rules, regulations, and other obligations are constantly evolving, may conflict with each other to make compliance efforts more challenging, and can result in investigations, proceedings, or actions that lead to significant penalties and restrictions on our ability to process data. For additional information about the risks to our business associated with data privacy and security matters, see “Risk Factors—Risks Related to Our Intellectual Property and Information Technology—We are subject to various laws, rules, regulations and guidelines relating to data privacy and security governing the use and processing of personal information. Changes in such laws, rules, regulations and guidelines, or any actual or perceived failure by us to comply with such laws, rules, regulations, guidelines or contractual or other obligations relating to data privacy and security, could lead to government enforcement actions (which could include administrative fines, civil or criminal penalties, suspension of processing activities and audits), private litigation or adverse publicity, any of which could have a material adverse effect on our reputation, results of operations, financial condition and cash flows.”

Anti-Corruption

We are subject to the FCPA and other anti-bribery and anti-corruption laws in countries outside of the United States in which we operate, including the UK Bribery Act and PRC anti-corruption laws. These laws and regulations are aimed at preventing and penalizing corrupt behavior. Anti-bribery and anti-corruption laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from corruptly promising, offering, authorizing, or providing, directly or indirectly, anything of value to government officials, political parties,

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and private sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any other improper business advantage. The FCPA also requires U.S. issuers to make and keep books and records that accurately and fairly reflect the transactions of the corporation and to devise and maintain an adequate system of internal accounting controls. See “Risk Factors—Risks Related to Litigation and Regulation—Failure to comply with applicable anti-corruption laws could have a material adverse effect on our business, reputation, financial condition, and results of operations.”

Other Regulations

We are also subject to a variety of other laws and regulations in the United States and around the world. For example, we must comply with an increasing number of laws designed to combat abuses of human rights in supply chain operations, such as the UFLPA. In addition, our selling practices are regulated by competition law authorities in the United States and around the world. We are also subject to laws and sanctions imposed by the United States (including those imposed by OFAC) and other authorities that may prohibit us or our affiliates from doing business in certain countries or restrict the type of business that may be conducted by us or our affiliates. For example, actions taken in response to the Russia-Ukraine War have included the imposition of export controls and broad financial and economic sanctions against Russia, Belarus and specific areas of Ukraine. Enforcement activities under these laws and regulations could subject us to additional administrative and legal proceedings and actions, which could include claims for civil penalties, criminal sanctions and administrative remedies.

Legal Proceedings

From time to time, we may be subject to legal or regulatory proceedings and claims in the ordinary course of business, including proceedings to maintain, protect and enforce our intellectual property rights. We have received, and may in the future receive claims relating to intellectual property, commercial contracts, product liability, marketing, advertising, foreign exchange controls, antitrust and trade regulation, labor and employment, data privacy and security, environmental, health and safety and tax matters. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, harm to our brands and reputation, and other factors. We are not currently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, results of operations or financial condition.

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MANAGEMENT

Executive Officers, Directors and Director Nominees

The following table presents information about the persons who will be our executive officers and directors upon completion of this offering. Unless otherwise indicated, the current business address for our executive officers and directors is c/o Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

Name	Position	Age
Jie (James) Zheng*	Chief Executive Officer and Director Nominee	55
Andrew E. Page	Chief Financial Officer	54
Michael Hauge Sørensen	Chief Operating Officer	50
Wen-Chang (Victor) Chen	Chief Strategy Officer	45
Stuart C. Haselden	Chief Executive Officer of Arc’teryx	54
Franco Fogliato	President and Chief Executive Officer of Salomon	54
Joseph Dudy	President and Chief Executive Officer of Wilson	53
Mingwei Bi*	Director Nominee	51
Shizhong Ding*	Director Nominee	53
Bruno Sälzer*	Director Nominee	66
Catherine (Trina) Spear*	Director Nominee	40
Frank K. Tang	Director	55
Tak Yan (Dennis) Tao	Director	47
Carrie Teffner*	Director Nominee	57
Dennis J. (Chip) Wilson*	Director Nominee	68
Ling Xiong*	Director Nominee	55
Kin Wah Stephen Yiu*	Director Nominee	63

*To be elected to the board upon or before the consummation of this offering.

Jie (James) Zheng has served as our Chief Executive Officer since 2020 and will be appointed as a member of our board of directors in connection with this offering. Mr. Zheng has also served as a director of ANTA Sports since 2009. From 2001 to 2008, Mr. Zheng served in various roles at Adidas, a global athletic apparel company, including General Manager of Reebok (China) and Executive Vice President of Sales of Adidas Greater China. Mr. Zheng joined ANTA Sports in 2008, serving as Group President and Executive Director prior to becoming Chief Executive Officer. Mr. Zheng is also the Vice Chair for the World Federation of the Sporting Goods Industry (WFSGI) and was the Co-Chair of WFSGI from 2020 to 2022. Mr. Zheng has a bachelor’s degree in management science from Fudan University in Shanghai. We believe Mr. Zheng’s deep understanding of global retail, technical apparel and sports equipment companies and their market, as well as his leadership in conceptualizing and developing our brands and business, makes him well qualified to serve as a director.

Andrew E. Page has served as our Chief Financial Officer since 2023. From 2021 to 2023, Mr. Page was chief financial officer of Foot Locker, a retail footwear company. From 2019 to 2021, Mr. Page was chief accounting officer of Advance Auto Parts, an automobile parts retail company. From 2011 to 2019, Mr. Page served in multiple roles at Under Armour, an athletic apparel and footwear company, including corporate controller and chief accounting officer. Mr. Page has also served as a director and member of the audit committee of Kontoor Brands since 2022, as well as a member of its talent and compensation committee since 2023. Mr. Page has a bachelor’s degree in business administration in accounting from Eastern Kentucky University and a master’s degree in business administration in international business from Georgetown University.

Michael Hauge Sørensen has served as our Chief Operating Officer since 2020. Since 2019, Mr. Sørensen has served as an advisor to our board of directors. From 2013 to 2019, Mr. Sørensen served on a number of

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public company boards including Pandora Jewelry, Santa Fe Group and IC Group. From 1994 to 2013, Mr. Sørensen served in multiple roles at ECCO, a global footwear company, including Executive Vice President of Global Sales and Chief Operating Officer.

Wen-Chang (Victor) Chen has served as our Chief Strategy Officer since 2020. From 2009 to 2020, Mr. Chen was a Partner of the Boston Consulting Group. From 2002 to 2006, Mr. Chen served as a director of Golin, a marketing communication company. Mr. Chen has a bachelor’s degree from National Cheng-Chi University and a master’s degree in business administration from the University of Chicago.

Stuart C. Haselden has served as Chief Executive Officer of Arc’teryx since 2021, over which time he has also served as an advisor to our board of directors. In 2019, Mr. Haselden joined the board of directors of Away, a retail luggage and travel accessories company, and later served as its Chief Executive Officer from 2020 to 2021. From 2015 to 2020, Mr. Haselden served in several roles at Lululemon Athletica, a global athletic apparel company, including as Chief Operating Officer, Chief Financial Officer and Executive Vice-President, Head of International. From 2006 to 2015, Mr. Haselden held several roles at J. Crew, a global fashion apparel company, including as Chief Financial Officer, Senior Vice-President and Treasurer and Vice‑President of Finance. Mr. Haselden has a bachelor’s degree from Auburn University and a master’s degree in business administration from Tulane University.

Franco Fogliato has served as President and Chief Executive Officer of Salomon since 2021. From 2013 to 2021, Mr. Fogliato served in multiple roles at Columbia Sportswear Company, including General Manager EMEA and Executive Vice-President Global Omni-Channel. From 2004 to 2013, Mr. Fogliato was Chief Executive Officer of Billabong. Mr. Fogliato has a bachelor’s degree in business administration from Universita Ca’ Foscari Venezia, and a master’s degree in business administration from Open University Business School.

Joseph Dudy has served as President and Chief Executive Officer of Wilson since 2019. Mr. Dudy joined Wilson in 1995, and has served in multiple roles at the brand, including Finance Director of Wilson Team Sports and Vice President Finance of Wilson Sporting Goods. Mr. Dudy has a bachelor’s degree in accounting and finance from Purdue University, and a master’s degree of business administration from Indiana University.

Mingwei Bi will be appointed as a member of our board of directors in connection with this offering. Mr. Bi is an Executive Director and the Chief Financial Officer of ANTA Sports. Since joining ANTA Sports in 2007, Mr. Bi has held several roles, including as Chief Financial Officer since 2023 and previously served successively as a finance director and a Group Vice President. Mr. Bi has a bachelor’s degree in accounting from the University of International Business and Economics in China and is a non-practicing member of the Chinese Institute of Certified Public Accountants. We believe Mr. Bi’s experience in financial management and the global sporting apparel industry make him well qualified to serve as a director.

Shizhong Ding will be appointed as a member of our board of directors in connection with this offering. Mr. Ding is the board chairman and an executive director of ANTA Sports and oversees ANTA Sports’ internal audit and supervision functions as well as mergers and acquisitions initiatives. He is the co-founder of ANTA Sports and its related subsidiaries and initially joined as a director of one of its subsidiaries in 1994. He is currently a vice chairman of China Sporting Goods Federation, a board member of Samaranch Foundation, an advisor of the Chinese Basketball Association and a member of the Chinese Olympic Committee. We believe Mr. Ding’s experience founding and overseeing a global sporting goods and apparel company, as well as his various leadership roles related to the sports industry, make him well qualified to serve as a director.

Dr. Bruno Sälzer will be appointed as a member of our board of directors in connection with this offering. Dr. Sälzer is currently a member of the supervisory boards of the lifestyle brand Zino Davidoff, the shoe retailer Deichmann, the fashion group Lacoste and the department store Ludwig Beck. He was a board member of Amer Sports Corporation from 2008 to 2019. From 2014 to 2018 he was the Chairman and Chief Executive Officer of Bench Limited, a British streetwear company. Prior to that, he was the Chief Executive Officer and Vice-Chairman of the administrative board of the luxury women fashion brand Escada. From 1995 to 2008 he was a member of the Managing Board at Hugo Boss, a leading global premium fashion company. He was the Chairman and Chief Executive Officer at Hugo Boss from 2002 to 2008. Dr. Sälzer has a diploma in business administration and a doctorate in logistics from Mannheim University.

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We believe Dr. Sälzer's experience in leading and advising companies in the global fashion industry make him well qualified to serve as a director.

Catherine (Trina) Spear will be appointed as a member of our board of directors in connection with this offering. Ms. Spear co-founded FIGS, Inc., and has served as its Chief Executive Officer since 2017 and as a member of its board of directors since 2013. Prior to co-founding FIGS, Ms. Spear was an associate at the Blackstone Group Inc. Ms. Spear began her career at Citigroup Global Markets Inc., where she spent four years in its investment banking and private equity divisions. From August 2020 to July 2021, Ms. Spear was also a director of one, a special purpose acquisition company. Ms. Spear has a bachelor’s degree in economics from Tufts University and a master’s degree of business administration from Harvard Business School. We believe Ms. Spear’s experience in the consumer retail sector makes her well qualified to serve as a director.

Frank K. Tang has served as a member of our board of directors since 2024. Mr. Tang is the Chairman and Chief Executive Officer of FountainVest Partners, a leading Asia-based private equity firm. Prior to co-founding FountainVest in 2007, Mr. Tang was Senior Managing Director at Temasek Holdings, serving as both Head of China Investments and Global Head of Telecom, Media and Technology investments. During his time at Temasek Holdings, Mr. Tang sat on the firmwide Senior Management Committee and Senior Investment & Divestment Committee. Prior to that, Mr. Tang was a managing director at Goldman Sachs, where he worked for nearly eleven years, including as Head of Telecom, Media and Technology investment banking in Asia (excluding Japan). Mr. Tang also previously served on the boards of directors of Accenture plc from 2014 to 2023 and Weibo Corporation from 2014 to 2020. Mr. Tang has a bachelor’s degree from Donghua University and a master’s degree of business administration from Columbia Business School. Mr. Tang is a trustee of Donghua University and a member of the Board of Overseers of Columbia Business School. We believe Mr. Tang’s experience in investing and growing businesses make him well qualified to serve as a director.

Tak Yan (Dennis) Tao has served as a member of our board of directors since our inception. Mr. Tao has served as a vice president and head of Merger/Acquisition and Corporate Finance of ANTA Sports since March 2016 and, since August 2010, Mr. Tao has also been serving as the principal of Anta Capital Limited, an investment management vehicle of ANTA Sports’ controlling shareholders, where he is responsible for asset allocation and risk management for off-shore investments. From March 2004 to August 2010, Mr. Tao worked at Morgan Stanley Asia Limited, including as an executive director in the research division. Mr. Tao has also served as a director for Cutia Therapeutics since June 2023. Mr. Tao obtained a bachelor’s degree of arts from University of California, Berkeley. We believe Mr. Tao’s experience in investment, corporate governance and strategy, as well as corporate finance make him well qualified to serve as a director.

Carrie Teffner will be appointed as a member of our board of directors in connection with this offering. Ms. Teffner has served on the boards of directors of BFA Industries since 2021, International Data Group Inc. since 2022, DXC Technologies since 2022 and RiteAid Corporation since 2023. From February to May 2023, Ms. Teffner was a director of Avaya Holdings Corporation, and from 2018 to 2021, she was a director of GameStop, Inc. From 2019 to 2021, Ms. Teffner was the Interim Executive Chair of the Board of Ascena Retail Group, Inc., a multi-branded women's apparel and footwear retailer. From 2015 to 2019, she held various positions at the footwear company Crocs, Inc., including Chief Financial Officer and Executive Vice President, Finance and Strategic Projects, and served on their board from June to December 2015. Prior to this, she served as Chief Financial Officer at each of PetSmart, Inc., Weber-Stephen Products, LLC, and The Timberland Company. Ms. Teffner has a bachelor's degree of science in business administration and a master's degree in business administration from University of Vermont. We believe Ms. Teffner's experience in branded consumer goods combined with her corporate finance experience make her well qualified to serve as a director.

Dennis J. (Chip) Wilson will be appointed as a member of our board of directors in connection with this offering. Mr. Wilson is also a director of Low Tide Properties, Ltd., a Vancouver-based real estate investment and property management company, as well as the Wilson 5 Foundation, which is his family’s private philanthropic foundation. Mr. Wilson served on the board of FSHD Unlimited Coöpertie UA, a cooperative society under the laws of the Netherlands from 2017 to 2022. In 1998, Mr. Wilson founded lululemon athletica inc., a yoga-inspired technical apparel company, and from 1998 to 2015, Mr. Wilson

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served on the board, and acted as chairman of the board from 1998 through 2003. Mr. Wilson also served on the board of Westbeach Snowboard Ltd. from 1979 to 1997. Mr. Wilson has a bachelor’s degree in economics from the University of Calgary. We believe Mr. Wilson’s experience in the direct-to-consumer global retail model and technical apparel industry make him well qualified to serve as a director.

Ling Xiong will be appointed as a member of our board of directors in connection with this offering. Ms. Xiong joined ANTA Sports in July 2018 and is currently ANTA Sports’ Chief Human Resources Officer. Prior to joining ANTA Sports, Ms. Xiong served as the Vice President, Human Resources of AstraZeneca China from 2014 to 2018. From 2001 to 2014, she served as the Vice President, Human Resources of DANONE China. Ms. Xiong has a bachelor’s degree in scientific English from East China University of Science & Engineering and a master’s degree in English literature from Shanghai Normal University. We believe Ms. Xiong’s experience overseeing human resources at global companies makes her well qualified to serve as a director.

Kin Wah Stephen Yiu will be appointed as a member of our board of directors in connection with this offering. Mr. Yiu has served as an independent non-executive director of ANTA Sports since 2018 and is the chairman of its audit committee. Mr. Yiu has also served as an independent non-executive director of China Mobile Ltd. since 2017 and is currently a member of its remuneration and nomination committees and chairman of its audit committee. Mr. Yiu is also a board member of the Airport Authority Hong Kong and serves as the chairman and a non-executive director of the Hong Kong Insurance Authority, a member of the Exchange Fund Advisory Committee, a member of the Independent Commission Against Corruption Complaints Committee, the treasurer and a council member of The Hong Kong University of Science and Technology, and a director of the Hong Kong Academy of Finance. From 2017 to 2023, Mr. Yiu was an independent non-executive director of the Hong Kong Exchanges and Clearing Limited. Mr. Yiu joined KPMG in Hong Kong in 1983 and held various roles, including Partner in Charge of Audit from 2007 to 2010 and chairman and Chief Executive Officer of KPMG China and Hong Kong, as well as sitting on the Executive Committee and the Board of KPMG International and KPMG Asia Pacific from 2011 to 2015. Mr. Yiu has a professional diploma in accountancy from The Hong Kong Polytechnic University and a master’s degree of business administration from the University of Warwick. We believe Mr. Yiu’s experience in oversight of large, international corporations, as well as his background in financial and audit matters, make him well qualified to serve as a director.

Board of Directors

Our board of directors will be composed of eleven members after this offering. The board of directors has determined that six of our eleven directors qualify as “independent” under the listing standards of the NYSE: Bruno Sälzer, Trina Spear, Frank K. Tang, Carrie Teffner, Chip Wilson, and Stephen Yiu.

Upon the consummation of this offering, our board of directors will be divided into three classes as described below. Pursuant to our amended and restated memorandum and articles of association, our directors are appointed at the annual general meeting of shareholders for a period of three years, with each director serving until the third annual general meeting of shareholders following their election (except that the initial Class I and Class II directors will serve until the first annual general meeting and second annual general meeting of shareholders, respectively). Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual general meeting of shareholders in the year of such expiration.

Shizhong Ding, Dennis Tao, Carrie Teffner and Trina Spear will initially serve as Class I directors for a term expiring in 2025. James Zheng, Stephen Yiu, Chip Wilson and Bruno Sälzer will initially serve as Class II directors for a term expiring in 2026. Mingwei Bi, Ling Xiong and Frank K. Tang will initially serve as Class III directors for a term expiring in 2027. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.

Under the amended and restated memorandum and articles of association of the Company, a director’s office shall be vacated if the director (i) becomes bankrupt or has a receiving order made against him or her or suspends payment or compounds with his or her creditors; (ii) becomes of unsound mind or dies; (iii) resigns his or her office by notice in writing to the Company; (iv) without special leave of absence from

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our board of directors, is absent from three consecutive meetings of the board of directors and the board of directors resolves that his or her office be vacated; (v) is prohibited by law from being a director; or (vi) is removed from office pursuant to the laws of the Cayman Islands or any other provisions of the amended and restated memorandum and articles of association of the Company.

There are no family relationships among any of our directors or executive officers.

Board Leadership Structure

Our corporate governance guidelines provide that our board of directors may determine from time to time the most effective leadership structure for the Company. Our corporate governance guidelines also provide that if the chair of the board of directors is not independent, our board of directors shall annually appoint a lead independent director. Our board of directors has appointed Mr. Sälzer to serve as our lead independent director, effective upon the date of this offering.

The lead independent director’s responsibilities will include, but are not limited to: (i) fostering processes that allow the board of directors to function independently of management and encouraging open and effective communication between the board of directors and management of the Company; (ii) presiding over all meetings of the board of directors at which the chair of the board of directors is not present, including any executive sessions of the independent directors; (iii) calling meetings or separate sessions of the independent directors, as needed or when appropriate; (iv) providing input to the chair on behalf of the independent directors with respect to the board meeting agendas; (v) in the case of a conflict of interest involving a director, if appropriate, asking the conflicted director to leave the room during discussion concerning such matter and, if appropriate, asking such director recuse himself or herself from voting on the relevant matter; (vi) communicating with the chair and the Chief Executive Officer, as appropriate, regarding meetings of the independent directors and resources and information necessary for the board of directors to effectively carry out its duties and responsibilities; (vii) acting as a liaison between the independent directors and the chair of the board; and (viii) performing other functions as may reasonably be requested by the board of directors or the chair.

Committees of the Board of Directors

Audit Committee

The audit committee, which is expected to consist of Trina Spear, Carrie Teffner and Stephen Yiu, will assist the board in overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the audit committee will be directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The board of directors has determined that each of Trina Spear, Carrie Teffner and Stephen Yiu qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC. Carrie Teffner will serve as the chair of our audit committee.

Compensation Committee

The compensation committee, which is expected to consist of Bruno Sälzer, Frank K. Tang and Dennis Tao, will assist the board with respect to the compensation of our executive officers. The compensation committee is also responsible for reviewing, evaluating, and recommending adoption of our share incentive plans, executive level contract provisions, executive level succession plans, executive performance appraisal criteria and benchmarking compensation recommendations against generally accepted market total compensation levels. Frank K. Tang will serve as the chair of our compensation committee.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee, which is expect to consist of Bruno Sälzer, Shizhong Ding and Ling Xiong will assist the board in identifying prospective director nominees and recommending nominees to the board, setting compensation for directors, overseeing the evaluation of the board and management including recommendations as to independence and committee composition,

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reviewing developments in corporate governance practices and developing and recommending corporate governance guidelines, and overseeing sustainability initiatives. Shizhong Ding will serve as the chair of the nominating and governance committee.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable to all of our employees, executive officers and directors. At or prior to the closing of this offering, the Code of Conduct will be available on our website www.amersports.com. The information contained on, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus.

Our audit committee will be responsible for overseeing the Code of Conduct and will be required to approve any waivers of the Code of Conduct. We expect that any substantive amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed in our annual report on Form 20-F.

Corporate Governance Practices

As a “foreign private issuer,” as defined by the SEC, we are permitted to follow home country corporate governance practices, instead of certain corporate governance standards required by the NYSE for U.S. companies. Accordingly, we may choose to follow the corporate governance rules of the Cayman Islands in lieu of certain of the corporate governance requirements of the NYSE. We currently intend to follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the NYSE in respect of the following:

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the requirement of the NYSE listing rules that the compensation committee and the nominating and governance committee of the board of directors be composed entirely of independent directors;

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the requirement of the NYSE listing rules that a listed issuer obtain shareholder approval when it establishes or materially amends a stock option or purchase plan or other arrangement pursuant to which stock may be acquired by officers, directors, employees or consultants;

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the requirement of the NYSE listing rules that a listed issuer obtain shareholder approval prior to issuing or selling securities (or securities convertible into or exercisable for common stock) that equal 20% or more of the issuer’s outstanding common stock or voting power prior to such issuance or sale; and

•

the requirement of the NYSE listing rules that the independent directors have regularly scheduled meetings with only the independent directors present.

While a majority of the directors on our board of directors are independent directors, as long as we rely on the foreign private issuer exemption to certain of the NYSE corporate governance standards, a majority of the directors on our board of directors may not be required to be independent directors.

Cayman Islands law does not impose any specific requirements that the majority of the board of directors be composed of independent directors, on the establishment of a compensation committee or nominating and governance committee, nor a requirement that the independent directors of the board meet regularly without other members present. Cayman Island law does not require shareholder approval over certain share issuances, including establishments of incentive plans or issuances of more than 20% of the outstanding share capital.

The foreign private issuer exemption does not modify the independence requirements for the audit committee, and we intend to comply with the requirements of the Sarbanes-Oxley Act and the NYSE rules, which require that our audit committee be composed of at least three directors, all of whom are independent. Under the NYSE rules, however, we are permitted to phase in our independent audit committee by having one independent member at the time of listing, a majority of independent members within 90 days of listing and a fully independent committee within one year of listing.

If at any time we cease to be a “foreign private issuer” under the rules of the NYSE and the Exchange Act, as applicable, our board of directors will take all action necessary to comply with the NYSE corporate governance rules.

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Due to our status as a foreign private issuer and our intent to follow certain home country corporate governance practices, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all the NYSE corporate governance standards. See “Description of Share Capital.”

Duties of Board Members and Conflicts of Interest

Under Cayman Islands law, our directors owe fiduciary duties to our Company, including (i) a duty to act in good faith in what the director believes to be in the best interests of the company; (ii) a duty to exercise their powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) a duty not to make a personal profit based on his or her position as director (unless the company permits him or her to do so) and (iv) a duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. Our directors also owe to our Company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated memorandum and articles of association, as amended from time to time. The Companies Act also imposes a number of statutory duties on a director. We have the right to seek damages if a duty owed by any of our directors is breached.

Compensation of Directors and Executive Officers

Under Cayman Islands law, we are not required to disclose compensation paid to our senior management on an individual basis and we have not otherwise publicly disclosed this information elsewhere. Our executive officers and senior management receive fixed and variable compensation. They also receive benefits in line with market practice in the countries where they are located. The fixed component of their compensation is set on market terms and adjusted annually. The variable component consists of cash bonuses. Cash bonuses are paid to executive officers and members of our senior management based on previously agreed targets for the business.

For the year ended December 31, 2023, the aggregate compensation accrued or paid to the members of our board of directors and our executive officers for services in all capacities was $7,495,787, which includes both benefits paid in kind and compensation, including the indirect compensation paid to our Chief Executive Officer by ANTA Sports for services to us. The compensation of our interim Chief Financial Officer is included in this number. For the year ended December 31, 2023, the aggregate number of options granted to members of our board of directors and our executive officers was 1,031,226, with a weighted average exercise price of EUR  29.31 and expiration dates of November 27, 2029 and December 31, 2029.

Non-Employee Director Compensation Program

In connection with this offering, our board of directors has established an independent non-employee director compensation program, which will take effect upon the completion of this offering.

Cash Compensation

Following the completion of this offering, each of our non-employee directors who is an independent director will be compensated as follows. Each such independent non-employee director will initially receive an annual cash retainer at a rate of $100,000 for serving on our board of directors, and the lead director of our board of directors will initially receive an additional annual cash retainer at a rate of $40,000. The chairperson of the audit committee of our board of directors will be entitled to an annual cash retainer at a rate of $25,000, and each other member of the audit committee will be entitled to an annual cash retainer at a rate of $10,000. The chairperson of the compensation committee of our board of directors will be entitled to an annual cash retainer at rate of $20,000. The chairperson of the nominating and corporate governance committee of our board of directors will be entitled to an annual cash retainer at a rate of $15,000. All annual cash retainers will be payable on a quarterly basis.

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Equity Compensation

Initial Grant. Upon the completion of this offering, each of our independent non-employee directors will receive an equity grant in the form of restricted share units (RSUs) with respect to ordinary shares granted under the Omnibus Incentive Plan (as defined below) with a grant date fair market value of $175,000, with the number of ordinary shares underlying the RSU grant determined by dividing the grant date fair market value ($175,000) by the initial public offering price. These initial RSU grants will vest on the one-year anniversary of the completion of this offering, subject to the non-employee director’s continuous service with us on such date.

Annual Grants. On the date of each annual general shareholders’ meeting following the completion of this offering, each of our continuing independent non-employee directors will receive an RSU grant under the Omnibus Incentive Plan (as defined below) with a grant date fair market value of $175,000. These RSUs will vest upon the earlier of the one-year anniversary of the grant date and the next annual general shareholders’ meeting, subject to the non-employee director’s continuous service with us on such date.

Share Ownership Guidelines

Share ownership guidelines will apply to our independent non-employee directors following the completion of this offering to further align their interests with those of our shareholders. The guidelines require that all independent non-employee directors hold a number of shares equal to three times their annual RSU grant, which requirement will need to be met within four years following appointment to our board of directors.

We will also reimburse non-employee directors for expenses properly incurred in connection with the performance of their duties as a director, including, but not limited to, reasonable travel expenses.

Equity Incentive Plans

Set forth below is a description of each of our equity plans that are in place or will be put in place in connection with this offering.

Existing Plans

We currently have share options outstanding under the following plans: (i) the Amer Sports, Inc. 2019 Stock Option Plan Rules (as amended from time to time, the “2019 ESOP”) and (ii) the Amer Sports, Inc. 2023 Stock Option Plan Rules (as amended from time to time, the “2023 ESOP”).

2019 ESOP

On November 27, 2019, our board of directors established the 2019 ESOP. The 2019 ESOP authorized the grant of options in respect of an aggregate maximum of 3% of the Company’s issued and outstanding shares on a fully diluted basis with shares subject to options that were forfeited without being exercised again becoming available pursuant to the 2019 ESOP. No additional options will be granted under the 2019 ESOP following completion of this offering.

Under the 2019 ESOP, individuals selected by our board of directors are eligible to receive incentive compensation consisting of options to purchase Company shares issued by the Company upon the satisfaction of certain conditions, including certain time-vested options and performance-vested options.

Options granted under the 2019 ESOP will vest upon the later of satisfaction of vesting conditions set out in an award agreement and an exit event (which includes this offering).

Upon completion of this offering, time-vested options and performance-vested options that have vested will become exercisable, except that during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives, options cannot be exercised. Thereafter, options will generally become vested and exercisable subject to the optionholder’s continued service and achievement of any applicable performance conditions, with unvested options forfeited upon a termination of such service. Options that become vested will remain exercisable until November 27, 2029, unless an optionholder ceases to be employed or engaged by the

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Company or the Amer Group, in which case the optionholder will have three months from the date of termination of employment or engagement to exercise the optionholder’s vested options (or, in the case of an optionholder who terminates employment during the 180-day period after the date of this prospectus, three months following the end of such 180-day period).

Our board of directors has discretion to make adjustments to the terms of options granted under the 2019 ESOP to address the requirements of applicable law, including applicable tax laws. Prior to the vesting of any of the option awards, in connection with this offering, the exercise price of options granted under the 2019 ESOP will be converted from euros to U.S. dollars.

Under the 2019 ESOP, options will be subject to any clawback or recoupment policies necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes.

We expect that a total of options to purchase approximately        ordinary shares will be outstanding pursuant to the 2019 ESOP immediately following this offering.

2023 ESOP

On January 20, 2023, our board of directors established the 2023 ESOP. The 2023 ESOP authorizes the grant of options in respect of an aggregate maximum of 1.2% of the Company’s issued and outstanding shares on a fully diluted basis, with shares subject to options that were forfeited without being exercised again becoming available pursuant to the 2023 ESOP. No additional options will be granted under the 2023 ESOP following completion of this offering.

Under the 2023 ESOP, individuals selected by our board of directors are eligible to receive incentive compensation consisting of options to purchase Company shares issued by the Company, upon the satisfaction of certain conditions, including certain time-vested options and performance-vested options.

Options granted under the 2023 ESOP will vest upon the later of satisfaction of vesting conditions set out in an award agreement and an exit event (which includes this offering).

Upon completion of this offering, time-vested options and performance-vested options that have vested will become exercisable, except that during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives, options cannot be exercised. Thereafter, options will generally become vested and exercisable subject to the optionholder’s continued service and achievement of any applicable performance conditions, with unvested options forfeited upon a termination of such service. Options that become vested will remain exercisable until December 31, 2029, unless an optionholder ceases to be employed or engaged by the Company or the Amer Group, in which case the optionholder will have three months from the date of termination of employment or engagement to exercise the optionholder’s vested options (or, in the case of an optionholder who terminates employment during the 180-day period after the date of this prospectus, three months following the end of such 180-day period).

Option awards under the 2023 ESOP are also subject to malus and clawback provisions if there has been a material financial misstatement of the Company’s audited financial accounts, conduct by the optionholder that results in or is reasonably likely to result in significant reputational damage to the Company or any of its direct or indirect subsidiaries, gross negligence or misconduct of an optionholder or fraud effected by or with the knowledge of the optionholder. Furthermore, under the 2023 ESOP, options will be subject to any clawback or recoupment policies necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes.

Our board of directors has discretion to make adjustments to the terms of options granted under the 2023 ESOP to address the requirements of applicable law, including applicable tax laws. Prior to the vesting of any of the option awards, in connection with this offering, the exercise price of options granted under the 2023 ESOP will be converted from euros to U.S. dollars.

We expect that a total of options to purchase approximately       ordinary shares will be outstanding pursuant to the 2023 ESOP immediately following this offering.

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Amer Sports, Inc. 2024 Omnibus Incentive Plan

We plan to adopt a new Amer Sports, Inc. 2024 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), which will be effective in connection with the completion of this offering. The following summary describes the material terms of the Omnibus Incentive Plan.

Types of Awards.   Awards under the Omnibus Incentive Plan include share options (including options intended qualify as incentive share options under Section 422 of the Code, which we refer to as ISOs, and nonqualified share options, which we refer to as NSOs), share appreciation rights (“SARs”), restricted shares, restricted share units (“RSUs”), performance awards, other cash-based awards and other share-based awards (collectively, the “Awards”).

Plan Administration.   The Omnibus Incentive Plan will be administered by the compensation committee of our board of directors, unless another committee is designated by our board (the “Committee”).

Eligibility.   Employees, non-employee directors or consultants of the Company or any of its subsidiaries are eligible to be selected to participate in the Omnibus Incentive Plan.

Authorized Shares.   Subject to adjustment as described below, the total number of ordinary shares of the Company (“Shares”) authorized for issuance under the Omnibus Incentive Plan is        . The maximum number of Shares that may be issued upon the exercise of incentive share options under the Omnibus Incentive Plan is          .

Share Options.   The Committee is permitted to grant both ISOs and NSOs under the Omnibus Incentive Plan. The exercise price of a share option may not be less than the par value of a Share and may not be less than 100% of the fair market value of a Share on the grant date (other than in the case of substitute Awards). Each share option will expire no later than the tenth anniversary of the date the share option is granted.

Share Appreciation Rights.   The Committee is permitted to grant SARs under the Omnibus Incentive Plan. The exercise or hurdle price of a SAR may not be less than 100% of the fair market value of a Share on the grant date (other than in the case of substitute Awards). Each SAR will expire no later than the tenth anniversary of the date the SAR is granted.

Restricted Shares and Restricted Share Units.   The Committee is permitted to grant restricted shares and RSUs under the Omnibus Incentive Plan. A restricted share Award is an award of Shares that is subject to restrictions on transfer and a substantial risk of forfeiture. An RSU is an Award that is granted with respect to one Share or has a value equal to the fair market value of one such Share. RSUs may be paid in cash, Shares, other Awards, other property or any combination thereof), as determined in the sole discretion of the Committee.

Performance Awards.   The Omnibus Incentive Plan permits the grant of performance-based share and cash Awards. The Committee may structure Awards so that Shares, cash, or other property will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period determined by the Committee.

Other Cash-Based and Other Share-Based Awards.   The Committee is permitted to grant other equity or equity-based Awards and cash-based Awards on such terms and conditions as the Committee will determine. For Awards in the nature of a purchase right, the purchase price therefore shall not be less than the fair market value of such Shares on the date of grant of such right.

Changes in Capitalization.   In the event the Committee determines that, as a result of a change affecting the Company or its securities, an adjustment is necessary in order to prevent undue enrichment or harm, the Committee will equitably adjust any or all of (i) the number and type of shares that thereafter may be made the subject of Awards under the Omnibus Incentive Plan (including the share limit and the ISO limit) and (ii) the terms of any outstanding Award, including the exercise price and the number or type of shares or other securities of the Company or other property subject to outstanding Awards.

Effect of Termination of Service or a Change in Control.   The Committee may provide, by rule or regulation or in any applicable Award agreement, or may determine in any individual case, an Award may

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be exercised, settled, vested, paid, repurchased or forfeited in the event of a participant’s termination of service prior to the vesting, exercise or settlement of such Award.

In the event of a change in control of the Company, the Committee may take any one or more of the following actions with respect to any outstanding Award: (i) continuation or assumption, (ii) substitution or replacement, (iii) acceleration of the vesting and the lapse of any restrictions either immediately prior to the change in control or upon termination of service under certain circumstances following the change in control and, in the case of a performance Award, the determination of the level of attainment of the applicable performance condition(s), and (iv) cancellation of such Award in consideration of a payment or, in certain circumstances, for no consideration.

Awards granted under the Omnibus Incentive Plan may be subject to acceleration of vesting and exercisability upon or after a change in control as may be provided in the applicable Award agreement or in any other written agreement between the Company or any of its subsidiaries and the participant.

Clawback.   Under the Omnibus Incentive Plan, Awards (including any amounts or benefits arising from such Awards) will be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted by the amended and restated memorandum and articles of association of the Company, applicable law and stock exchange rules or by any applicable Company policy or arrangement, and will, to the extent required, cancel or require reimbursement of any Awards or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards, including any policies necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes.

Amendment.   Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award agreement or in the Plan, our board of directors may amend, alter, suspend, discontinue or terminate the Omnibus Incentive Plan or any portion thereof at any time; provided that no such amendment, alternation, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by the amended and restated memorandum and articles of association of the Company, applicable law or the rules of the stock market or exchange on which the Shares are principally quoted or trade, or (ii) subject to limitations, the consent of the affected participant of the Omnibus Incentive Plan if such action would materially adversely affect the rights of such participant under any outstanding Award.

Term.   The Omnibus Incentive Plan will become effective on the date on which the registration statement covering this offering is declared effective by the Securities and Exchange Commission. No Award may be granted under the Omnibus Incentive Plan after the tenth anniversary of the effective date. Previously granted Awards are permitted to extend beyond the termination date of the Omnibus Incentive Plan.

Amer Sports Corporation Annual Incentive Plan

Our executive officers are eligible for discretionary annual incentives under the Amer Sports Corporation Annual Incentive Plan Terms and Conditions (the “Annual Incentive Plan”). The awards under the Annual Incentive Plan are earned over one calendar year period (the “Incentive Period”). Based on criteria such as performance standards, targets and maximum incentive payment as determined by the board of directors (and which the board of directors may also adjust in the event of material events during the incentive period), the awards are calculated as a percentage of the participant’s annual base salary. The award is paid in cash to participants, including our executive officers, who are actively employed on December 31 of the applicable Incentive Period. Generally, participants in the Annual Incentive Plan must be employed on the date of payment in order to receive the award, except for participants whose employment or service with us terminated due to mandatory military service, agreed parental, childcare or medical leave, retirement at the applicable statutory age or transfer of the participant’s employment agreement to another company within the Amer Sports group.

Employment Agreements

Employment Agreements

We or one of our affiliates have entered into contracts of employment with all of our executive officers. Each of these contracts of employment provides for an initial salary, discretionary annual bonus opportunity,

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equity incentive opportunities, and participation in welfare and retirement plans. Either party must give between three and six months of prior written notice of a termination of employment, subject to certain exceptions such as retirement or termination for cause. Our executive officers are entitled to severance compensation upon termination under certain circumstances. Our executive officers are generally subject to obligations not to compete with the Company and not to solicit the Company’s employees or customers for six to twelve months after termination of employment. There is no service contract between any of our directors and either us or any of our subsidiaries, that provides for any benefits upon termination of service.

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PRINCIPAL SHAREHOLDERS

The following table presents information relating to the beneficial ownership of our ordinary shares immediately prior to the completion of this offering by:

•

each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding ordinary shares;

•

each of our executive officers and directors and persons nominated to serve in such positions; and

•

all executive officers and directors and persons nominated to serve in such positions as a group.

The numbers of ordinary shares beneficially owned, percentages of beneficial ownership and percentages of total voting power before this offering that are set forth below are based on the number of ordinary shares to be issued and outstanding prior to this offering, after giving effect to the Reclassification, the Share Split and the Distribution and its related transactions. The numbers of ordinary shares beneficially owned, percentages of beneficial ownership and percentages of total voting power after this offering that are set forth below are based on the number of shares of ordinary shares to be issued and outstanding immediately after this offering, after giving effect to the Reclassification, the Share Split and the Distribution and its related transactions.

The number of ordinary shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any ordinary shares over which the individual has sole or shared voting power or investment power as well as any such ordinary shares that the individual has the right to acquire within 60 days of December 31, 2023 through the exercise of any option or other right. Ordinary shares that a person has the right to acquire within 60 days of December 31, 2023 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all executive officers and directors as a group. In addition, the following table does not reflect any ordinary shares that may be purchased in this offering pursuant to our Directed Share Program as described under “Underwriting — Directed Share Program.” Except as otherwise indicated, and subject to applicable community property laws, we believe that the persons named in the table have sole voting and investment power with respect to all ordinary shares held by that person based on information provided to us by such person. Unless otherwise indicated below, the business address for each beneficial owner is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

As of December 31, 2023, we had no holders of record of our ordinary shares in the United States.

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​	Shares Beneficially Owned Prior to the Offering			Shares Beneficially Owned after the Offering
Shareholder	Ordinary Shares	%	% of Total Voting Power Prior to the Offering	Ordinary Shares	%	% of Total Voting Power After the Offering
5% or Greater Shareholders:	​	​	​	​	​	​
ANTA Sports Products Limited (1)	​	​	​	​	​	​
FountainVest Partners (2)	​	​	​	​	​	​
Anamered Investments Inc. (3)	​	​	​	​	​	​
Tencent Holdings Limited (4)	​	​	​	​	​	​
Executive Officers, Directors and Director Nominees:	​	​	​	​	​	​
Jie (James) Zheng	​	​	​	​	​	​
Andrew E. Page	​	​	​	​	​	​
Michael Hauge Sørensen	​	​	​	​	​	​
Wen-Chang (Victor) Chen	​	​	​	​	​	​
Stuart C. Haselden	​	​	​	​	​	​
Franco Fogliato	​	​	​	​	​	​
Joseph Dudy	​	​	​	​	​	​
Mingwei Bi	​	​	​	​	​	​
Shizhong Ding	​	​	​	​	​	​
Bruno Sälzer	​	​	​	​	​	​
Catherine (Trina) Spear	​	​	​	​	​	​
Frank K. Tang	​	​	​	​	​	​
Tak Yan (Dennis) Tao	​	​	​	​	​	​
Carrie Teffner	​	​	​	​	​	​
Dennis J. (Chip) Wilson(3)	​	​	​	​	​	​
Ling Xiong	​	​	​	​	​	​
Kin Wah Stephen Yiu	​	​	​	​	​	​
All directors, director nominees and executive officers as a group (     persons)	​	​	​	​	​	​

*

Represents beneficial ownership or outstanding total voting power, as applicable, of less than 1%.

(1)

Represents (i)     ordinary shares held by ANLLIAN Sports Products Limited and (ii)       ordinary shares held by ANLLIAN HOLDCO (BVI) LIMITED, each a limited liability company incorporated in the British Virgin Islands. ANLLIAN Sports Products Limited is wholly owned by ANTA Sports Products Limited, a limited liability company incorporated in the Cayman Islands, while ANLLIAN HOLDCO (BVI) LIMITED is controlled by ANLLIAN Holdings Limited, a limited liability company incorporated in the British Virgin Islands, which in turn is wholly-owned by ANTA Sports Products Limited. ANTA Sports Products Limited is a company listed on the Hong Kong Stock Exchange. The registered office address of ANTA Sports Products Limited is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

(2)

Represents       ordinary shares held by Baseball Investment Limited, a company incorporated in the Cayman Islands. Baseball Investment Limited is wholly-owned by FV Mascot TopCo Partners, L.P., which is controlled and managed by FV Mascot Partners GP Ltd. and its sole shareholder, FountainVest China Capital Partners GP3 Ltd. The address of the principal office of FountainVest China Capital Partners GP3 Ltd. is the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.

(3)

Represents       ordinary shares held by JVCo, which will be wholly owned by Anamered Investments Inc., a company that exists under the laws of the British Virgin Islands with its principal place of business in British Columbia, Canada. Anamered Investments Inc. is wholly owned by Five Boys Investments ULC, which is in turn wholly owned by Wilson Freeze Trust 2019. The trustee for Wilson Freeze Trust 2019 is Low Tide Properties Trustee Ltd, which is wholly owned by Dennis J. Wilson and he exercises sole voting and investment power with respect to all ordinary shares beneficially owned by that entity. The registered address of Anamered Investments Inc. is 600-21 Water Street, Vancouver, BC V6B 1A1.

(4)

Represents       ordinary shares held by Mount Jiuhua Investment Ltd., a limited liability company incorporated in the British Virgin Islands. Mount Jiuhua Investment Ltd. is wholly-owned by Tencent Holdings Limited. Tencent Holdings Limited is a company listed on the Hong Kong Stock Exchange. The principal place of business of Tencent Holdings Limited is 29/F, Three Pacific Place No. 1, Queen’s Road East, Wanchai, Hong Kong.

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RELATED PARTY TRANSACTIONS

The following is a description of certain related party transactions we have entered into since January 1, 2020 with any of our executive officers, directors or their affiliates and holders of more than 5% of any class of our voting securities in the aggregate, which we refer to as related parties, other than compensation arrangements which are described under “Management—Compensation of Directors and Executive Officers” and “Management—Equity Incentive Plans.”

Transactions with ANTA Sports

We have certain arrangements with ANTA Sports for the procurement and sourcing of products, sharing of certain middle to back-office services, retail platform related transactions and licensing.

For the nine months ended September 30, 2023, the Company entered into: (i) purchase transactions with ANTA Sports for (a) procurement and sourcing of products (including apparel, footwear, accessories and sample materials) of an aggregate of $15.6 million and (b) back-office shared services in China, including information technology services, intellectual property protection and enforcement support, logistics, and administrative services, and office and store leasing arrangement of an aggregate of $2.9 million and (ii) sales transaction with ANTA Sports for procurement and sourcing of products (including apparel, footwear, accessories and sample materials) of an aggregate of $0.3 million.

For fiscal year 2022, the Company entered into: (i) purchase transactions with ANTA Sports for (a) procurement and sourcing of products (including apparel, footwear, accessories and sample materials) of an aggregate of $5.5 million and (b) back-office shared services in China, including information technology services, intellectual property protection and enforcement support, logistics, administrative services, and office and store leasing arrangement of an aggregate of $3.1 million and (ii) sales transactions with ANTA Sports for (a) procurement and sourcing of products (including apparel, footwear, accessories and hard goods) of an aggregate of $1.9 million and (b) back-office shared services in China, including information technology services, intellectual property protection and enforcement support, logistics, administrative services, and office and store leasing arrangement an aggregate of $40,000.

For fiscal year 2021, the Company entered into: (i) purchase transaction with ANTA Sports for (a) procurement and sourcing of products (including apparel, footwear, accessories and sample materials) of an aggregate of $3.9 million, (b) back-office shared services in China, including information technology services, intellectual property protection and enforcement support, logistics, administrative services of, and office and store leasing arrangement an aggregate of $1.9 million and (c) certain e-commerce platform operations management services for the Company’s retail platform operations in China of an aggregate of $0.1 million, (ii) sales transactions with ANTA Sports for (a) procurement and sourcing of products (including apparel, footwear, accessories and hard goods) of an aggregate of $4.3 million and (b) back-office shared services in China, including information technology services, intellectual property protection and enforcement support, logistics, administrative services of, and office and store leasing arrangement an aggregate of $0.2 million, and (iii) a licensing arrangement with ANTA Sports to provide ANTA Sports with a license to the “Wilson” brand to develop certain crossover products for an aggregate of $0.4 million.

For fiscal year 2020, the Company entered into: (i) purchase transactions with ANTA Sports for (a) back-office shared services, including information technology services, intellectual property protection and enforcement support, logistics, administrative services of, and office and store leasing arrangement an aggregate of $1.6 million and (b) certain e-commerce platform operations management services for the Company’s retail platform operations in China of an aggregate of $1.7 million, (ii) sales transactions with ANTA Sports for procurement and sourcing of products (including apparel, footwear, accessories and hard goods) of an aggregate of $0.4 million and (iii) a licensing arrangement with ANTA Sports to provide ANTA Sports with a license to the “Wilson” brand to develop certain crossover products for an aggregate of $0.1 million.

In connection with this offering, we and ANTA Sports expect to enter into the BSA that will provide a framework for our ongoing relationship with ANTA Sports. We will provide further details regarding post-offering arrangements between the Company and ANTA Sports once available.

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Master Distributor Agreements

On November 28, 2023, our wholly-owned subsidiary Amer Sports Malaysia SDN BHD (“Amer Sports Malaysia”) entered into a master distributor agreement related to Wilson products (the “Wilson Distributor Agreement”) and a master distributor agreement related to Salomon products (the “Salomon Distributor Agreement” and collectively, the “Master Distributor Agreements”) with Avid Sports Singapore Pte. Ltd. (“Avid Sports”), a wholly-owned subsidiary of ANTA Sports, pursuant to which Avid Sports (1) will act as the exclusive distributor of certain of our Wilson and Salomon branded products in Malaysia, Philippines, Singapore, Indonesia, Thailand, Vietnam, India, Sri Lanka, Cambodia, Brunei, Nepal, Bangladesh, Laos, Myanmar and Maldives and (2) agrees not promote, sell or offer for sale any goods that compete with such products without Amer Sports Malaysia’s written consent, subject to certain limited exceptions. Pursuant to the Master Distributor Agreements, distribution orders are placed on a purchase order basis, subject to certain minimum volume commitments, at a price equal to the sales price of such products to independent third-party distributors less any distributor’s discount in the applicable region under a cap. Avid Sports may also be entitled to certain rebates from the Company from time to time in accordance with the terms of the Master Distributor Agreements. The Master Distributor Agreements became effective on January 1, 2024 and expire on December 31, 2026, subject to automatic renewal for two-year terms unless earlier terminated by either party.

Master Business Services Agreement

We intend to enter into a master business services agreement (the “BSA”) with ANTA Sports to govern the provision of certain administrative services as well as certain procurement, licensing and distributorship arrangements, each in a manner and scope generally consistent with the arrangements between the parties prior to this offering.

Pursuant to the BSA:

•

ANTA Sports will provide certain information technology support services, including, but not limited to, e-commerce platform operational management services and SAP implementation services, to be provided on a cost basis equal to cost plus an agreed-upon margin;

•

we and ANTA Sports will each provide certain products (including apparel, footwear, accessories, sample materials and hard goods) to the other, acting as a contracted manufacturer or supplier of such products, at prices consistent with the prices or mechanisms to determine prices for products of the same specifications offered by ANTA Sports or us, as applicable, to independent third-party manufacturers or suppliers, as applicable, in the same or comparable market;

•

we will provide a license for the use of our brands to ANTA Sports to develop, distribute and market certain crossover products, and such licensing fees will be an agreed-upon percentage of the wholesale price of such crossover products;

•

we and ANTA Sports will each provide certain back-office support services (including intellectual property protection and enforcement support, logistics and administrative services) to the other on a cost basis equal to cost plus an agreed-upon margin;

•

ANTA Sports will provide certain distributor services to sell and distribute our products in Africa, Asia and the Middle East at a price equal to the sales price of such products to independent third-party distributors minus any distributor’s discount in the applicable region, subject to a cap;

•

ANTA Sports will also be entitled to certain rebates for each year of any arrangement entered into in accordance with the BSA, where such rebate is determined by the following formula: (Y – X) × Z, where X is equal to an agreed-upon percentage of the recommended retail prices of the products during the fiscal year ended December 31, 2023; Y is equal to the total purchases of the relevant product by ANTA Sports as distributor for the relevant year; and Z is equal to an agreed-upon percentage that is to be determined by us and ANTA Sports based on an arms’ length negotiation.

The BSA and the arrangements entered into thereunder will terminate upon the earlier of the first date that (i) ANTA Sports is no longer a related party of the Company and (ii) such transactions are no longer

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considered related party transactions under our related party transactions policy and under the laws of the Cayman Islands, unless earlier terminated by both parties in writing.

Transaction with Low Tide Properties Ltd.

On March 1, 2023, Peak Performance Canada Inc., our wholly-owned subsidiary, entered into an agreement to rent 1,889 square feet of retail store space in Vancouver, British Columbia at a rate of approximately $20,000 per month from Low Tide Properties Ltd. Chip Wilson, a director nominee to be appointed to our board of directors in connection with this offering, controls Low Tide Properties Ltd. The initial term of the lease commenced on October 1, 2023 and expires on January 31, 2029, with a right to extend for an additional five years.

Loans with Related Parties

On March 26, 2019, JVCo (as lender) entered into an intercompany loan agreement with our wholly-owned subsidiary, Amer Sports Holding (HK) Limited (“Amer Sports HK”) (as borrower), pursuant to which JVCo advanced to Amer Sports HK a loan with an aggregate principal amount outstanding as of September 30, 2023 of $2.6 billion (“JVCo Loan 1”). On February 28, 2022, we assumed all obligations under JVCo Loan 1 from Amer Sports HK. Any borrowings under JVCo Loan 1 accrue interest at a rate equal to the percentage rate per annum which is the aggregate of the applicable margin of 4.00%, 4.25% or 4.50%, depending on the current leverage ratio, and EURIBOR for any loans in euros and SOFR for all other loans, plus 0.25%. JVCo Loan 1 matures on March 26, 2029. $       billion of JVCo Loan 1 is expected to be equitized immediately prior to the completion of this offering and all remaining borrowings under JVCo Loan 1 are expected to be repaid with net proceeds from this offering. See “Summary—IPO-Related Transactions—Shareholder Loan Equitization” and “Use of Proceeds.” JVCo has temporarily suspended the accrual of interest under JVCo Loan 1 subsequent to December 31, 2022 in contemplation of this offering and the related equitization and repayment of the loan. The temporary suspension of interest on JVCo Loan 1 is accounted for as a capital contribution with a debit to interest expense and a credit to equity. The equitization of JVCo Loan 1 will be treated as credit to equity as shareholder contribution, and therefore has no associated gains or losses.

On March 26, 2019, JVCo (as lender) entered into an intercompany loan agreement with our wholly-owned subsidiary, Amer Sports HK (as borrower), pursuant to which JVCo advanced to Amer Sports HK a loan with an aggregate principal amount outstanding as of September 30, 2023 of $1.4 billion (“JVCo Loan 2”). On February 28, 2022, we assumed all obligations under JVCo Loan 2 from Amer Sports HK. Any borrowings under JVCo Loan 2 accrue interest at a rate equal to the percentage rate per annum that is the aggregate of the applicable margin of 2.00% or 1.75%, depending on the current leverage ratio of ANTA Sports, together with its subsidiaries and JVCo, and EURIBOR, plus a margin to be determined from time to time. JVCo Loan 2 matures on March 26, 2029. JVCo Loan 2 is expected to be repaid in full in connection with this offering. See “Use of Proceeds.” JVCo has temporarily suspended the accrual of interest under JVCo Loan 2 subsequent to December 31, 2022 in contemplation of this offering and the related repayment of the loan. The temporary suspension of interest on JVCo Loan 2 is accounted for as a capital contribution with a debit to interest expense and a credit to equity.

On May 29, 2020, JVCo (as lender) entered into an intercompany loan agreement with our wholly-owned subsidiary, Amer Sports HK (as borrower), pursuant to which JVCo agreed to make available to Amer Sports HK a loan in a principal amount of up to EUR 400 million (“JVCo Loan 3”). As of October 1, 2022, we assumed all obligations under JVCo Loan 3 from Amer Sports HK. Any borrowings under JVCo Loan 3 accrue interest at a rate equal to the percentage rate per annum that is the aggregate of the applicable margin of 4.00%, 4.25% or 4.50%, depending on the current leverage ratio, and EURIBOR for any loans in euros and SOFR for all other loans, plus 0.25%. JVCo Loan 3 matures on March 26, 2029. There are no borrowings outstanding under JVCo Loan 3. JVCo Loan 3 is expected to be canceled in connection with this offering.

On February 28, 2022, the Co-Invest entered into a loan agreement with us for a loan in an aggregate principal amount outstanding as of September 30, 2023 of $7.5 million (“Co-Invest Loan 1”), maturing on March 26, 2029. Any borrowings under Co-Invest Loan 1 accrue interest at a rate equal to the percentage rate per annum which is the aggregate of the applicable margin of 4.00%, 4.25% or 4.50%, depending on the

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current leverage ratio, and EURIBOR for any loans in euros and SOFR for all other loans, plus 0.25%. $       million of Co-Invest Loan 1 is expected to be equitized immediately prior to the completion of this offering and all remaining borrowings under Co-Invest Loan 1 are expected to be repaid with net proceeds from this offering. See “Summary—IPO-Related Transactions—Shareholder Loan Equitization” and “Use of Proceeds.” The Co-Invest has temporarily suspended the accrual of interest under Co-Invest Loan 1 subsequent to December 31, 2022 in contemplation of this offering and the related equitization and repayment of the loan. The temporary suspension of interest on Co-Invest Loan 1 is accounted for as a capital contribution with a debit to interest expense and a credit to equity. The equitization of Co-Invest Loan 1 will be treated as credit to equity as shareholder contribution, and therefore has no associated gains or losses.

On February 28, 2022, the Co-Invest also entered into a loan agreement with us for a loan in an aggregate principal amount outstanding as of September 30, 2023 of $3.9 million (“Co-Invest Loan 2”), maturing on March 26, 2029. Any borrowings under Co-Invest Loan 2 accrue interest at a rate equal to the percentage rate per annum that is the aggregate of the applicable margin of 2.00% or 1.75%, depending on the current leverage ratio of ANTA Sports, together with its subsidiaries and JVCo, and EURIBOR, plus a margin to be determined from time to time. Co-Invest Loan 2 is expected to be repaid in full in connection with this offering. See “Use of Proceeds.” The Co-Invest has temporarily suspended the accrual of interest under Co-Invest Loan 2 subsequent to December 31, 2022 in contemplation of this offering and the related repayment of the loan. The temporary suspension of interest on Co-Invest Loan 2 is accounted for as a capital contribution with a debit to interest expense and a credit to equity.

See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—​Indebtedness—Loans with Related Parties” and “Summary—IPO-Related Transactions—Equitization.”

Share Issuances to Related Parties

On February 28, 2022, we entered into a share subscription agreement with JVCo, pursuant to which (i) JVCo subscribed for 115,220,744 of our class A voting shares in exchange for 100% of the shares it held in our wholly-owned subsidiary Amer Sports HK and (ii) we assumed the obligations under JVCo Loan 1 and JVCo Loan 2 (as discussed above under “—Loans with Related Parties”). The information in this section does not give effect to the Share Split.

Business Cooperation Agreement

In connection with this offering, we expect to enter into a new Business Cooperation Agreement with ANTA Sports, which is expected to become effective as of the closing of this offering (the “BCA”) and that will govern the relationship between us and ANTA Sports following this offering.

Pursuant to the BCA, we have agreed that, for so long as ANTA Sports is required to consolidate our results of operations and financial position or account for its investment in our company under the equity method of accounting, we will, among other things, maintain fiscal periods that commence and end on the same calendar days as ANTA Sports’ fiscal periods, deliver monthly management accounts and related financial information and quarterly consolidated financial statements to ANTA Sports, cooperate with ANTA Sports in the preparation of audited financial statements and interim financial statements, provide ANTA Sports with substantially final drafts of all reports, notices and proxy and information statements to be made available to our security holders as well as all regular, periodic and other reports to be filed or furnished under the Exchange Act and all registration statements and prospectuses to be filed under the Securities Act, provide ANTA Sports with all budgets and financial projections, not select an accounting firm other than a “Big 4” accounting firm or its affiliate unless directed by ANTA Sports in accordance with a change in ANTA Sports’ accounting firm, and use our reasonable best efforts to enable our independent auditors to complete their audit of our financial statements in a timely manner so as to permit timely filing of ANTA Sports’ financial statements. We will also provide such other information as ANTA Sports may reasonably request from time to time. ANTA Sports will agree to maintain the confidentiality of all such information.

Further pursuant to the BCA, for so long as ANTA Sports and its affiliates together continue to beneficially hold (i) at least 30% of our then-outstanding ordinary shares, it shall have the right to nominate

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a total of five candidates to serve as a director (each, an “ANTA Director”); (ii) at least 25% (but less than 30%) of our then-outstanding ordinary shares, it shall have the right to nominate a total of four ANTA Directors; (iii) at least 20% (but less than 25%) of our then-outstanding ordinary shares, it shall have the right to nominate a total of three ANTA Directors; (iv) at least 15% (but less than 20%) of our then-outstanding ordinary shares, it shall have the right to nominate a total of two  ANTA Directors; and (v) at least 10% (but less than 15%) of our then-outstanding ordinary shares, it shall have the right to nominate a total of one ANTA Director. At the time ANTA Sports and its affiliates together beneficially hold less than 10% of our then-outstanding ordinary shares, it shall no longer have the right to nominate for election any ANTA Director.

Board Nomination Agreement

In connection with this offering, we expect to enter into a new Board Nomination Agreement with Anamered, which is expected to become effective as of the closing of this offering (the “Nomination Agreement”).

Pursuant to the Nomination Agreement, we have agreed that, for so long as Anamered and its affiliates together continue to beneficially hold at least 10% of our then-outstanding ordinary shares, it shall have the right to nominate a total of one candidate to serve as a director (the “Anamered Director”). At the time Anamered and its affiliates together beneficially hold less than 10% of our then-outstanding ordinary shares, it shall no longer have the right to nominate for election any Anamered Director.

Registration Rights Agreement

In connection with this offering, we expect to enter into a registration rights agreement with certain of our principal shareholders. The registration rights agreement will grant customary demand and piggyback registration rights in respect of our ordinary shares and will also provide for indemnification and contribution.

Indemnification Agreements

We expect to enter into indemnification agreements with each of our executive officers and directors that provide, in general, that we will indemnify them to the fullest extent permitted by law in connection with their service to us or on our behalf.

Directed Share Program

At our request, the underwriters have reserved up to       % of the ordinary shares offered by this prospectus for sale, at the initial public offering price, to certain individuals associated with the Company. Except for reserved shares purchased by our executive officers and directors, these reserved ordinary shares will not be subject to the lock-up restrictions described elsewhere in this prospectus. We do not currently know the extent to which these related persons will participate in the Directed Share Program, if at all, but the number of ordinary shares available for sale to the general public will be reduced to the extent these related persons purchase such reserved ordinary shares. Any reserved ordinary shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other ordinary shares offered by this prospectus. See “Underwriting — Directed Share Program.”

Policy on Related Person Transactions

In connection with this offering, we have adopted a new related person transaction policy. Our related person transaction policy states that any related person transaction must be approved or ratified by our audit committee or board of directors. In determining whether to approve or ratify a transaction with a related person, our audit committee or board of directors will consider all relevant facts and circumstances, including, without limitation, the commercial reasonableness of the terms of the transaction, the benefit and perceived benefit, or lack thereof, to us, the opportunity costs of an alternative transaction, the materiality and character of the related person’s direct or indirect interest and the actual or apparent conflict of interest of the related person. Our audit committee or board of directors will not approve or ratify a related person transaction unless it has determined that, upon consideration of all relevant information, such transaction is in, or not inconsistent with, our best interests and the best interests of our shareholders.

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DESCRIPTION OF SHARE CAPITAL

We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, as amended from time to time, and the Companies Act, and the common law of Cayman Islands.

As of the date of this prospectus, we had issued and outstanding ordinary shares, par value EUR 0.10 per ordinary share, comprising an aggregate of (i)      class A voting shares and (ii)      class B non-voting shares. Immediately prior to the completion of this offering, we intend to redesignate and reclassify each of the issued and outstanding class A voting shares and each of the issued and outstanding class B non-voting shares into a single class of ordinary shares, each entitled to one vote per share.

Immediately prior to the completion of this offering and upon the Reclassification and the Share Split becoming effective, we will have       ordinary shares issued and outstanding. All of our shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to be issued in the offering will be issued as fully paid.

Our Amended and Restated Memorandum and Articles of Association

We will adopt an amended and restated memorandum and articles of association, which will become effective and replace our current memorandum and articles of association in its entirety immediately prior to the completion of this offering. The following are summaries of certain material provisions of the amended and restated memorandum and articles of association and of the Companies Act, insofar as they relate to the material terms of our ordinary shares.

Objects of Our Company.   Under our amended and restated memorandum and articles of association, the objects of our company are unrestricted, and we are capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by section 27(2) of the Companies Act.

Ordinary Shares.   Our ordinary shares are issued in registered form and are issued when registered in our register of members. We may not issue shares to bearer. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares.

Dividends.   The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Our amended and restated memorandum and articles of association provide that dividends may be declared and paid out of the funds of our company lawfully available therefor. Under the laws of the Cayman Islands, our company may pay a dividend out of either profit or share premium account; provided that in no circumstances may a dividend be paid out of our share premium if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.

Voting Rights.   Voting at any meeting of shareholders is by way of a poll save that in the case of a physical meeting, the chairman of the meeting may decide that a vote be on a show of hands unless a poll is demanded by:

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the chairman of such meeting;

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at least three shareholders present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative for the time being entitled to vote at the meeting;

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shareholder(s) present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting; or

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shareholder(s) present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative and holding ordinary shares in us conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast at a meeting, while a special resolution

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requires the affirmative vote of no less than two-thirds of the votes cast attaching to the issued and outstanding ordinary shares at a meeting. A special resolution will be required for important matters such as a change of name, making changes to our amended and restated memorandum and articles of association, a reduction of our share capital and the winding up of our company. Our shareholders may, among other things, divide or combine their shares by ordinary resolution.

Shareholder Nomination Rights.   Each of ANTA Sports and Anamered will have the right to nominate a number of candidates to serve as directors on our board of directors, to be designated by such shareholder.

For so long as ANTA Sports and its affiliates together continue to beneficially hold (i) at least 30% of our then-outstanding ordinary shares, it shall have the right to nominate a total of five ANTA Directors; (ii) at least 25% (but less than 30%) of our then-outstanding ordinary shares, it shall have the right to nominate a total of four ANTA Directors; (iii) at least 20% (but less than 25%) of our then-outstanding ordinary shares, it shall have the right to nominate a total of three ANTA Directors; (iv) at least 15% (but less than 20%) of our then-outstanding ordinary shares, it shall have the right to nominate a total of two ANTA Directors; and (v) at least 10% (but less than 15%) of our then-outstanding ordinary shares, it shall have the right to nominate a total of one ANTA Director. At the time ANTA Sports and its affiliates together beneficially hold less than 10% of our then-outstanding ordinary shares, it shall no longer have the right to nominate for election any ANTA Directors.

For so long as Anamered and its affiliates together continue to beneficially hold at least 10% of our then-outstanding ordinary shares, it shall have the right to nominate a total of one Anamered Director. At the time Anamered and its affiliates together beneficially hold less than 10% of our then-outstanding ordinary shares, it shall no longer have the right to nominate for election any Anamered Directors.

Quorum for Meetings of the Board of Directors.   A quorum for any meeting of the board of directors consists of, at the time when the meeting proceeds to business, a majority of the directors then in office, including at least (i) three ANTA Directors for so long as ANTA Sports has the right to nominate at least four ANTA Directors; (ii) two ANTA Directors for so long as ANTA Sports has the right to nominate three ANTA Directors; and (iii) one ANTA Director for so long as ANTA Sports has the right to nominate two ANTA Directors. At the time ANTA Sports has the right to nominate one or fewer directors, no ANTA Directors shall be required to meet a quorum for meetings of the board of directors.

General Meetings of Shareholders.   As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’ annual general meetings. Our amended and restated memorandum and articles of association provide that we shall, if required by the Companies Act, in each year hold a general meeting as our annual general meeting, and shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors. All general meetings (including an annual general meeting, any adjourned general meeting or postponed meeting) may be held as a physical meeting at such times and in any part of the world and at one or more locations, as a hybrid meeting or as an electronic meeting, as may be determined by our board of directors in its absolute discretion.

Shareholders’ general meetings may be convened by the chairperson of our board of directors or by a majority of our board of directors. Advance notice of not less than ten clear days is required for the convening of our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders. A quorum required for any general meeting of shareholders consists of, at the time when the meeting proceeds to business, shareholders holding ordinary shares which carry in aggregate (or representing by proxy) not less than one-third of all issued and outstanding ordinary shares entitled to vote at such general meeting.

The Companies Act does not provide shareholders with any right to requisition a general meeting or to put any proposal before a general meeting. However, these rights may be provided in a company’s memorandum and articles of association. Our amended and restated memorandum and articles of association will provide that upon the requisition of any one or more of our shareholders holding ordinary shares which carry in aggregate not less than one-third of all issued and outstanding ordinary shares entitled to vote at general meetings, our board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting.

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Shareholder Proposals.   Shareholder proposals to be considered and voted on by our shareholders at a general meeting may be submitted only by any one or more shareholders holding not less than one-third of all issued and outstanding ordinary shares entitled to vote at such meeting.

Transfer of Ordinary Shares.   Any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or in a form prescribed by the relevant stock exchange or any other form approved by our board of directors. Notwithstanding the foregoing, ordinary shares may also be transferred in accordance with the applicable rules and regulations of the relevant stock exchange.

Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:

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the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

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the instrument of transfer is in respect of only one class of ordinary shares;

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the instrument of transfer is properly stamped, if required;

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in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and

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a fee of such maximum sum as the relevant stock exchange may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof.

If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, after compliance with any notice required in accordance with the rules of the relevant stock exchange, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine; provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our board may determine, subject to extension for a further period or periods not exceeding 30 days if approved by the shareholders.

Liquidation.   On the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the ordinary shares held by them at the commencement of the winding up, subject to a deduction from those ordinary shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, such the assets will be distributed so that, as nearly as may be, the losses are borne by our shareholders in proportion to the par value of the ordinary shares held by them.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares.   Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption, Repurchase and Surrender of Ordinary Shares.   We may issue ordinary shares on terms that such ordinary shares are subject to redemption, at our option or at the option of the holders of these ordinary shares, on such terms and in such manner as may be determined by our board of directors. Our company may also repurchase any of our ordinary shares on such terms and in such manner as have been approved by our board of directors. Under the Companies Act, the redemption or repurchase of any share may be paid out of our company’s profits, share premium account or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act, no such share may be redeemed or repurchased (a) unless it is fully paid

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up, (b) if such redemption or repurchase would result in there being no shares outstanding or (c) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.

Variations of Rights of Shares.   Whenever the capital of our company is divided into different classes the rights attached to any such class may, subject to any rights or restrictions for the time being attached to any class, only be varied with the sanction of a resolution passed by a majority of two-thirds of the votes cast at a separate meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation, allotment or issue of further shares ranking pari passu with such existing class of shares.

Issuance of Additional Ordinary Shares.   Our amended and restated memorandum and articles of association authorizes our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued ordinary shares. Upon completion of this offering, our authorized share capital will be             divided into             shares of a par value of EUR      each.

Our amended and restated memorandum and articles of association also authorizes our board of directors to establish from time to time one or more series of preference shares and to determine, with respect to any series of preference shares, the terms and rights of that series, including, among other things:

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the designation of the series;

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the number of shares of the series;

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the dividend rights, dividend rates, conversion rights and voting rights; and

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the rights and terms of redemption and liquidation preferences.

Our board of directors may issue preference shares without action by our shareholders to the extent of available authorized but unissued ordinary shares. Issuance of these shares may dilute the voting power of holders of ordinary shares.

Inspection of Books and Records.   Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, our amended and restated memorandum and articles of association have provisions that provide our shareholders the right to inspect our register of shareholders without charge, and to receive our annual audited financial statements. See “Where You Can Find Additional Information.”

Anti-Takeover Provisions.   Certain provisions of our amended and restated memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:

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divide our board of directors into three classes of directors, with the classes to be as equal in number as possible and serving staggered three-year terms;

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limit the ability to remove directors to removal for cause only;

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authorize our board of directors to issue additional shares of any class of shares authorized by our amended and restated memorandum and articles of association for any purpose without any further vote or action by our shareholders;

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limit the ability of shareholders of less than one-third of all issued and outstanding ordinary shares entitled to vote at a general meeting of shareholders to requisition and convene such a meeting;

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provide that shareholder action can be taken only at an annual or special meeting of shareholders and cannot be taken by written consent; and

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prescribe that only the board of directors, and not the shareholders, can change the size of the board or fill vacancies thereon.

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However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our amended and restated memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.

Exempted Company.   We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:

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does not have to file an annual return of its shareholders with the Registrar of Companies;

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is not required to open its register of members for inspection;

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does not have to hold an annual general meeting;

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may issue shares with no par value;

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may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

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may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

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may register as an exempted limited duration company; and

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may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Exclusive Forum

Our amended and restated memorandum and articles of association, which will become effective immediately prior to the completion of this offering, will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or any other person, (iii) any action or proceeding arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the Companies Act of the Cayman Islands (the “Companies Act”), our amended and restated memorandum and articles of association, or any other provision of applicable law, (iv) any action or proceeding seeking to interpret, apply, enforce or determine the validity of our amended and restated memorandum and articles of association or (v) any action or proceeding as to which the Companies Act confers jurisdiction on the Grand Court of the Cayman Islands shall be the Grand Court of the Cayman Islands, in all cases subject to the court having jurisdiction over indispensable parties named as defendants.

Our amended and restated memorandum and articles of association will also provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action under the Securities Act, the Exchange Act or other securities laws. Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to these provisions. However, shareholders will not be deemed to have waived our compliance with U.S. federal securities laws and the rules and regulations thereunder.

Comparison of Cayman Islands Corporate Law and U.S. Corporate Law

The laws of the Cayman Islands applicable to Cayman corporations and their shareholders differ from laws applicable to U.S. corporations and their shareholders. The following table summarizes significant differences in shareholder rights between the provisions of the Companies Act applicable to our Company and the Delaware General Corporation Law applicable to companies incorporated in Delaware and their stockholders. Please note that this is only a general summary of certain provisions applicable to companies

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in Delaware. Certain Delaware companies may be permitted to exclude certain of the provisions summarized below in their charter documents. For a more complete discussion, please refer to the Delaware General Corporation Law, laws of the Cayman Islands, and our governing amended and restated memorandum and articles of association, and committee charters (in each case as in effect immediately following the first day of trading).

DELAWARE CORPORATE LAW	CAYMAN ISLANDS CORPORATE LAW
Mergers and similar arrangements
Under the Delaware General Corporation Law, with certain exceptions, a merger, consolidation, sale, lease or transfer of all or substantially all of the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. A stockholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such stockholder may receive cash in the amount of the fair value of the shares held by such stockholder (as determined by a court) in lieu of the consideration such stockholder would otherwise receive in the transaction. The Delaware General Corporation Law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90.0% of each class of capital stock, without a vote by the stockholders of such subsidiary. Upon any such merger, dissenting stockholders of the subsidiary would have appraisal rights.	The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company; and (b) such other authorization, if any, as may be specified in such constituent company’s memorandum and articles of association. The plan must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
​	A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose, a company is a “parent” of a subsidiary if it holds issued shares that together represent at least ninety percent (90%) of the votes at a general

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DELAWARE CORPORATE LAW

CAYMAN ISLANDS CORPORATE LAW

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meeting of the subsidiary. The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands. Save in certain limited circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled to payment of the fair value of his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting to the merger or consolidation, provided the dissenting shareholder complies strictly with the procedures set out in the Companies Act. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful. Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by seventy-five per cent in value of the members or class of members, as the case may be, with whom the arrangement is to be made or a majority in number of each class of creditors with whom the arrangement is to be made, and who must in addition represent seventy-five per cent in value of each such class of creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that: • the statutory provisions as to the required majority vote have been met; • the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; • the arrangement is such that may be reasonably approved by an intelligent and honest man of

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that class acting in respect of his interest; and • the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act. The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of a dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion. If an arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted, in accordance with the foregoing statutory procedures, a dissenting shareholder would have no rights comparable to appraisal rights, save that objectors to a takeover offer may apply to the Grand Court of the Cayman Islands for various orders that the Grand Court of the Cayman Islands has a broad discretion to make, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares. The Companies Act also contains statutory provisions which provide that a company may present a petition to the Grand Court of the Cayman Islands for the appointment of a restructuring officer on the grounds that the company (a) is or is likely to become unable to pay its debts within the meaning of section 93 of the Companies Act; and (b) intends to present a compromise or arrangement to its creditors (or classes thereof) either, pursuant to the Companies Act, the law of a foreign country or by way of a consensual restructuring. The petition may be presented by a company acting by its directors, without a resolution of its members or an express power in its memorandum and articles of association. On hearing such a petition, the Cayman Islands court may, among other things, make an order appointing a restructuring officer or make any other order as the court thinks fit.

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Shareholders’ suits
Class actions and derivative actions generally are available to stockholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.	In principle, we would normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge actions where: • a company acts or proposes to act illegally or ultra vires; • the act complained of, although not ultra vires, could only be effected duly if authorized by more than the number of votes which have actually been obtained; and • those who control the company are perpetrating a “fraud on the minority.” A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed. Our amended and restated memorandum and articles of association contain a provision by virtue of which our shareholders waive any claim or right of action that they have, both individually and on our behalf, against any director in relation to any action or failure to take action by such director in the performance of his or her duties with or for our company, except in respect of any fraud, willful default or dishonesty of such director.
Shareholder vote on board and management compensation
Under the Delaware General Corporation Law, the board of directors has the authority to fix the compensation of directors, unless otherwise restricted by the certificate of incorporation or bylaws.	Under our amended and restated memorandum and articles of association, directors shall receive such remuneration as the board of directors may from time to time determine.
Annual vote on board renewal
Unless directors are elected by written consent in lieu of an annual meeting, directors are elected in an annual meeting of stockholders on a date and at a time designated by or in the manner provided in the bylaws. Re-election is possible. Classified boards are permitted.	Directors shall be elected or appointed in accordance with our amended and restated memorandum and articles of association. Subject to our amended and restated memorandum and articles of association and the Companies Act, shareholders may by ordinary resolution elect any

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​	person to be a director either to fill a casual vacancy or as an addition to the existing board of directors. The directors shall have the power from time to time and at any time to appoint any person as a director to fill a casual vacancy on the board of directors or as an addition to the existing board of directors subject to the Company’s compliance with director nomination procedures required under the rules and regulations of the relevant stock exchange, unless the board of directors resolves to follow any available exceptions or exemptions.
Indemnification of directors and executive officers and limitation of liability
The Delaware General Corporation Law provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of directors or officers (but not other controlling persons) of the corporation for monetary damages for breach of a fiduciary duty as a director, except no provision in the certificate of incorporation may eliminate or limit the liability of: • a director or officer for any breach of a director’s duty of loyalty to the corporation or its stockholders; • a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; • a director for statutory liability for unlawful payment of dividends or unlawful share purchase or redemption; • a director or officer for any transaction from which the director derived an improper benefit; or • an officer in any action by or in right of the corporation. A Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any proceeding, other than an action by or on behalf of the corporation, because the person is or was a director or officer, against liability incurred in connection with the proceeding if the director or officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation; and the director or officer, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Unless ordered by a court, any foregoing indemnification is subject to a determination that	Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide that we shall indemnify our directors and officers, and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. In addition, we intend to enter into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our amended and restated memorandum and articles of association. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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the director or officer has met the applicable standard of conduct: • by a majority vote of the directors who are not parties to the proceeding, even though less than a quorum; • by a committee of directors designated by a majority vote of the eligible directors, even though less than a quorum; • by independent legal counsel in a written opinion if there are no eligible directors, or if the eligible directors so direct; or • by the stockholders. Moreover, a Delaware corporation may not indemnify a director or officer in connection with any proceeding in which the director or officer has been adjudged to be liable to the corporation unless and only to the extent that the court determines that, despite the adjudication of liability but in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for those expenses which the court deems proper.	​
Directors’ fiduciary duties
A director of a Delaware corporation has a fiduciary duty to the corporation and its stockholders. This duty has two components: • the duty of care; and • the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to stockholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its stockholders take precedence over any interest possessed by a director, officer or controlling stockholder and not shared by the stockholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests	As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company—a duty to act in good faith in the best interests of the company, a duty not to make a personal profit based on his position as director (unless the company permits him to do so), a duty not to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

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of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.	​
Shareholder action by written consent
A Delaware corporation may, in its certificate of incorporation, eliminate the right of stockholders to act by written consent.	Cayman Islands law permits us to eliminate the right of shareholders to act by written consent and our amended and restated memorandum and articles of association provide that any action required or permitted to be taken at any general meetings may be taken upon the vote of shareholders at a general meeting duly noticed and convened in accordance with our amended and restated memorandum and articles of association and may not be taken by written consent of the shareholders without a meeting.
Shareholder proposals
A stockholder of a Delaware corporation has the right to put any proposal before the annual meeting of stockholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but stockholders may be precluded from calling special meetings.	The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s memorandum and articles of association. Our amended and restated memorandum and articles of association provide that upon the requisition of any one or more of our shareholders holding shares which carry in aggregate not less than one-third of all votes attaching to the issued and outstanding shares of our Company entitled to vote at general meetings, our board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, our amended and restated memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.
Cumulative voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation provides for it.	There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our amended and restated memorandum and articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

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Removal of directors
A Delaware corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.	Under our amended and restated memorandum and articles of association, subject to certain restrictions as contained therein, directors may be removed with or without cause, by an ordinary resolution of our shareholders. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the company and the director, if any; but no such term shall be implied in the absence of express provision. Under our amended and restated memorandum and articles of association, a director’s office shall be vacated if the director (i) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors; (ii) is found to be or becomes of unsound mind or dies; (iii) resigns his office by notice in writing to the company; (iv) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board and the board resolves that his office be vacated; (v) is prohibited by law from being a director or; (vi) is removed from office pursuant to the laws of the Cayman Islands or any other provisions of our amended and restated memorandum and articles of association.
Transactions with interested shareholders
The Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in certain business combinations with an “interested stockholder” for three years following the date that such person becomes an interested stockholder. An interested stockholder generally is a person or group who or which owns or owned 15.0% or more of the corporation’s outstanding voting shares within the past three years.	Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that the board of directors owe duties to ensure that these transactions are entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders.
Dissolution; Winding up
Unless the board of directors of a Delaware corporation approves the proposal to dissolve, dissolution must be approved by stockholder holding 100.0% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation	Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company resolves by ordinary resolution that it be wound up because it is unable to pay its debts. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court,

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to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.	just and equitable to do so.
Variation of rights of shares
A Delaware corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.	Under our amended and restated articles of association, if the share capital is divided into more than one class of shares, the rights attached to any class may only be varied with the written consent of the holders of two-thirds of the shares of that class or the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
Amendment of governing documents
A Delaware corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.	Under Cayman Islands law, our amended and restated memorandum and articles of association may only be amended with a special resolution of our shareholders.
Inspection of books and records
Stockholders of a Delaware corporation, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to obtain copies of list(s) of stockholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such subsidiaries are available to the corporation.	Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, our amended and restated memorandum and articles of association have provisions that provide our shareholders the right to inspect our register of shareholders without charge, and to receive our annual audited financial statements. See “Where You Can Find Additional Information.”
Payment of dividends
The board of directors may approve a dividend without stockholder approval. Subject to any restrictions contained in its certificate of incorporation, the board may declare and pay dividends upon the shares of its capital stock either: • out of its surplus, or • in case there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Stockholder approval is required to authorize capital stock in excess of that provided in the charter. Directors may issue authorized shares without stockholder approval.	The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Our amended and restated memorandum and articles of association provide that dividends may be declared and paid out of the funds of our company lawfully available therefor. Under the laws of the Cayman Islands, our company may pay a dividend out of either profit or share premium account; provided that in no circumstances may a dividend be paid out of our share premium if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.

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Creation and issuance of new shares
All creation of shares requires the board of directors to adopt a resolution or resolutions, pursuant to authority expressly vested in the board of directors by the provisions of the company’s certificate of incorporation.	Our amended and restated memorandum and articles of association authorizes our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares. Our amended and restated memorandum and articles of association also authorizes our board of directors to establish from time to time one or more series of preference shares and to determine, with respect to any series of preference shares, the terms and rights of that series, including, among other things: • the designation of the series; • the number of shares of the series; • the dividend rights, dividend rates, conversion rights and voting rights; and • the rights and terms of redemption and liquidation preferences. Our board of directors may issue preference shares without action by our shareholders to the extent of available authorized but unissued shares. Issuance of these shares may dilute the voting power of holders of ordinary shares.

Business Cooperation Agreement

We expect to enter into the BCA with ANTA Sports in connection with this offering that will govern the relationship between us and ANTA Sports and provide board nomination rights for ANTA Sports following this offering. See “Related Party Transactions—Business Cooperation Agreement.”

Board Nomination Agreement

We expect to enter into the Nomination Agreement with Anamered in connection with this offering that will provide board nomination rights for Anamered following this offering. See “Related Party Transactions—Board Nomination Agreement.”

Transfer Agent and Registrar

The U.S. transfer agent and registrar for our ordinary shares is Computershare Inc. and its principal office is located at 150 Royall Street, Canton, Massachusetts 02021.

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ORDINARY SHARES ELIGIBLE FOR FUTURE SALE

Future sales of substantial amounts of our ordinary shares in the public market could adversely affect market prices prevailing from time to time. Furthermore, because only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our ordinary shares in the public market after the restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future.

Upon completion of this offering, we will have a total of                  ordinary shares issued and outstanding. Of these shares, the                 ordinary shares, or                  ordinary shares if the underwriters exercise their over-allotment option in full, sold in this offering will be freely transferable without restriction or registration under the Securities Act, except for any shares purchased by one of our existing “affiliates,” as that term is defined in Rule 144 under the Securities Act. The remaining                  ordinary shares were issued in offshore transactions in accordance with Regulation S and will be freely transferable without restriction or registration under the Securities Act, except for ordinary shares that are owned by one of our existing “affiliates,” which will be “restricted securities,” as such phrase is defined in Rule 144 under the Securities Act, and are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 under the Securities Act, which is summarized below.

Rule 144

In general, a person who has beneficially owned our ordinary shares that are restricted shares for at least six months would be entitled to sell such securities, provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, the sale and (ii) we are subject to, and in compliance with certain of, the Exchange Act periodic reporting requirements for at least 90 days before the sale. If such person has beneficially owned such ordinary shares for at least one year, then the requirement in clause (ii) will not apply to the sale.

Persons who have beneficially owned our ordinary shares that are restricted shares for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

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1% of the number of our ordinary shares then outstanding, which will equal approximately                 ordinary shares immediately after this offering, assuming no exercise of the underwriters’ over-allotment option to purchase additional ordinary shares; or

•

the average weekly trading volume of our ordinary shares on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to, and in compliance with certain of, the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales must also comply with the manner of sale and notice provisions of Rule 144.

Equity Incentive Plans

We will file one or more registration statements on Form S-8 under the Securities Act to register the ordinary shares issuable pursuant to the exercise of outstanding options and reserved for issuance under our ESOP. Such registration statements would become effective immediately upon filing. Shares covered by these registration statements will then be eligible for sale in the public markets, subject to vesting restrictions and any applicable holding periods, any applicable lock-up agreements described below and Rule 144 limitations applicable to affiliates.

Registration Rights

Certain of our shareholders and their respective designees will have the right, subject to the lock-up agreements described below, to require us to register our ordinary shares for resale in some circumstances.

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Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act immediately on the effectiveness of the registration. See “Related Party Transactions—Registration Rights Agreement” for additional information.

Lock-up Agreements

We, our executive officers and directors and holders of substantially all of our ordinary shares have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their ordinary shares or securities convertible into ordinary shares during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC and BofA Securities, Inc.

Upon the expiration of the lock-up agreements, substantially all of the shares subject to such lock-up restrictions will become eligible for sale, subject to the limitations discussed above. For a further description of these lock-up agreements, see “Underwriting.”

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TAXATION

The following summary contains a description of certain Cayman Islands and U.S. federal income tax consequences of the acquisition, ownership and disposition of ordinary shares, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase ordinary shares. The summary is based upon the tax laws of and regulations thereunder and on the tax laws of the United States and regulations thereunder as of the date hereof, which are subject to change.

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty or withholding tax.

There are no other taxes likely to be material to us or holders levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered into with the United Kingdom in 2010 but otherwise is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of the ordinary shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the ordinary shares, nor will gains derived from the disposal of the ordinary shares be subject to Cayman Islands income or corporation tax.

Material U.S. Federal Income Tax Considerations for U.S. Holders

The following section is the opinion of Davis Polk & Wardwell LLP of the material U.S. federal income tax consequences to U.S. Holders, as defined below, of owning and disposing of ordinary shares acquired pursuant to this offering. It does not set forth all tax considerations that may be relevant to a particular person’s decision to acquire ordinary shares.

This section applies only to a U.S. Holder that holds ordinary shares as capital assets for U.S. federal income tax purposes. This section does not include a description of the state, local or non-U.S. tax consequences that may be relevant to U.S. Holders, nor does it address U.S. federal tax consequences (such as gift and estate taxes) other than income taxes. In addition, it does not set forth all of the U.S. federal income tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including alternative minimum tax consequences, rules conforming the timing of income accruals with respect to the ordinary shares to financial statements under Section 451(b) of the Code, the potential application of the provisions of the Code known as the Medicare contribution tax and tax consequences applicable to U.S. Holders subject to special rules, such as:

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certain financial institutions;

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dealers or traders in securities who use a mark-to-market method of tax accounting;

•

persons holding ordinary shares as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction or persons entering into a constructive sale with respect to the ordinary shares;

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persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

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entities classified as partnerships or S corporations for U.S. federal income tax purposes;

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persons who acquire our ordinary shares through the exercise of an option or otherwise as compensation;

•

tax-exempt entities, including an “individual retirement account” or “Roth IRA”;

•

real estate investment trusts or regulated investment companies;

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persons that own or are deemed to own 10% or more of our shares (by vote or value); or

•

persons holding ordinary shares in connection with a trade or business conducted outside of the United States.

If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds ordinary shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding ordinary shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of the ordinary shares.

This section is based on the Code, administrative pronouncements, judicial decisions, final, and temporary and proposed Treasury regulations, all as of the date hereof, any of which is subject to change or differing interpretations, possibly with retroactive effect. Any change or different interpretation could alter the tax consequences to U.S. Holders described in this section. In addition, there can be no assurance that the Internal Revenue Service, or IRS, will not challenge one or more of the tax consequences described in this section.

A “U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of ordinary shares, and who is:

•

a citizen or individual resident of the United States;

•

a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

•

an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of ordinary shares in their particular circumstances.

Taxation of Distributions

We do not currently expect to make distributions on our ordinary shares. In the event that we do make distributions of cash or other property, subject to the passive foreign investment company rules described below, distributions paid on ordinary shares, other than certain pro rata distributions of ordinary shares, will be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under United States federal income tax principles), such excess amount will be treated first as a tax-free return of a U.S. Holder’s tax basis in the ordinary shares, and then, to the extent such excess amount exceeds such holder’s tax basis in the ordinary shares, as capital gain. However, we currently do not, and we do not intend to calculate our earnings and profits under United States federal income tax principles. Therefore, a U.S. Holder should expect that any distribution will generally be reported as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

Subject to certain holding-period requirements, for so long as our ordinary shares are listed on the NYSE or another established securities market in the United States, dividends paid to certain non-corporate U.S. Holders will generally be eligible for taxation as “qualified dividend income,” which is taxable at rates not in excess of the long-term capital gain rate applicable to such U.S. Holders. However, such long-term capital gain rate would not be applicable if we are treated as a passive foreign investment company in respect of the relevant U.S. Holder for the taxable year in which dividends are paid or the immediately preceding taxable year. U.S. Holders should consult their tax advisers regarding the availability of the reduced tax rate on dividends in their particular circumstances.

The amount of the dividend will be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction available to U.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s receipt of the dividend.

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Sale or Other Disposition of Ordinary Shares

Subject to the passive foreign investment company rules described below, gain or loss realized on the sale or other disposition of ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the ordinary shares for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the ordinary shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to various limitations. U.S. Holders should consult their tax advisers regarding the proper treatment of gain or loss in their particular circumstances, including the effects of any applicable income tax treaties.

Passive Foreign Investment Company Rules

Under the Code, we will be a PFIC for any taxable year in which, after the application of certain “look-through” rules with respect to subsidiaries, either (i) 75% or more of our gross income consists of “passive income,” or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are held for the production of, “passive income” ​(including cash). For purposes of the above calculations, we will be treated as if we hold our proportionate share of the assets of, and receive directly our proportionate share of the income of, any other corporation in which we directly or indirectly own at least 25%, by value, of the shares of such corporation. Passive income includes, among other things, interest, dividends, rents, certain non-active royalties and capital gains.

Based on the expected market price of our ordinary shares following this offering and the composition of our income and assets, including goodwill, we do not expect to be a PFIC for our 2024 taxable year or in the foreseeable future. However, the determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis applying principles and methodologies that are in some circumstances unclear, and whether we will be a PFIC in 2024 or any future taxable year is uncertain in several respects. Moreover, our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our ordinary shares, which may fluctuate substantially over time). Accordingly, there can be no assurance that we will not be a PFIC for any taxable year, and our U.S. counsel expresses no opinion with respect to our PFIC status, or with respect to our expectations regarding our PFIC status in 2024 or any future taxable year. If we are a PFIC for any year during which a U.S. Holder holds ordinary shares, we would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds ordinary shares, even if we ceased to meet the threshold requirements for PFIC status, unless the U.S. Holder makes a valid deemed sale election under the applicable Treasury regulations with respect to its ordinary shares.

If we were a PFIC for any taxable year during which a U.S. Holder held ordinary shares (assuming such U.S. Holder has not made a timely mark-to-market or QEF Election, as described below), gain recognized by a U.S. Holder on a sale or other disposition (including certain pledges) of the ordinary shares would be allocated ratably over the U.S. Holder’s holding period for the ordinary shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the amount allocated to that taxable year. Further, to the extent that any distribution received by a U.S. Holder on its ordinary shares exceeds 125% of the average of the annual distributions on the ordinary shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain, described immediately above. If we are a PFIC for any year, a U.S. Holder may be subject to the adverse consequences for any gain or excess distributions in respect of any lower-tier PFICs that we own.

A U.S. Holder can avoid certain of the adverse rules described above by making a mark-to-market election with respect to its ordinary shares, provided that the ordinary shares are “marketable.” Our ordinary shares will be marketable if they are “regularly traded” on a “qualified exchange” or other market within the meaning of applicable Treasury regulations. If a U.S. Holder makes the mark-to-market election, it will recognize as ordinary income any excess of the fair market value of the ordinary shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess

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of the adjusted tax basis of the ordinary shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder makes the election, the U.S. Holder’s tax basis in the ordinary shares will be adjusted to reflect the income or loss amounts recognized. Any gain recognized on the sale or other disposition of ordinary shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). A mark-to-market election is unlikely available in respect of any lower-tier PFICs that we own unless the shares of such lower-tier PFICs are considered “marketable.” Accordingly, if we are treated as a PFIC, a U.S. Holder will generally continue to be subject to the PFIC rules discussed above with respect to such holder’s indirect interest in any investments we hold that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.

In addition, in order to avoid the application of the foregoing rules, a United States person that owns shares in a PFIC for U.S. federal income tax purposes may make a QEF Election with respect to such PFIC if the PFIC provides the information necessary for such election to be made. If a United States person makes a QEF Election with respect to a PFIC, the United States person will be currently taxable on its pro rata share of the PFIC’s ordinary earnings and net capital gain (at ordinary income and capital gain rates, respectively) for each taxable year that the entity is classified as a PFIC and will not be required to include such amounts in income when actually distributed by the PFIC. We do not intend to provide information necessary for U.S. Holders to make QEF Elections.

In addition, if we were a PFIC or, with respect to a particular U.S. Holder, were treated as a PFIC for the taxable year in which we paid a dividend or for the prior taxable year, the preferential dividend rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply.

If a U.S. Holder owns ordinary shares during any year in which we are a PFIC or in which we hold a direct or indirect equity interest is a lower-tier PFIC, the U.S. Holder generally must file annual reports, containing such information as the U.S. Treasury may require on IRS Form 8621 (or any successor form) with respect to us, with the U.S. Holder’s federal income tax return for that year, unless otherwise specified in the instructions with respect to such form.

U.S. Holders should consult their tax advisers concerning our potential PFIC status and the potential application of the PFIC rules.

Information Reporting and Backup Withholding

Distributions and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.

Reporting with Respect to Foreign Financial Assets

Certain U.S. Holders who are individuals and certain entities may be required to report information relating to an interest in our ordinary shares by filing a Form 8938 with their U.S. federal income tax return, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain U.S. financial institutions). Failure to file a Form 8938 where required can result in monetary penalties and the extension of the relevant statute of limitations with respect to all or a part of the relevant U.S. tax return. U.S. Holders should consult their tax advisers regarding this reporting requirement.

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UNDERWRITING

The Company and the underwriters named below have entered into an underwriting agreement with respect to the ordinary shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of ordinary shares indicated in the following table. Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are the representatives of the underwriters.

Underwriters	Number of Ordinary Shares
Goldman Sachs & Co. LLC
BofA Securities, Inc	​
J.P. Morgan Securities LLC	​
Morgan Stanley & Co. LLC	​
Citigroup Global Markets Inc.	​
UBS Securities LLC	​
Robert W. Baird & Co. Incorporated	​
BNP Paribas Securities Corp.	​
China International Capital Corporation Hong Kong Securities Limited	​
CLSA Limited.	​
Evercore Group L.L.C.	​
Cowen and Company, LLC	​
Wells Fargo Securities, LLC	​
Deutsche Bank Securities Inc.	​
HSBC Securities (USA) Inc.	​
Blaylock Van, LLC	​
Drexel Hamilton, LLC	​
Loop Capital Markets LLC	​
Samuel A. Ramirez & Company, Inc.	​
Siebert Williams Shank & Co., LLC	​
Tigress Financial Partners	​
Total	​

The underwriters are committed to take and pay for all of the ordinary shares being offered, if any are taken, other than the ordinary shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional           ordinary shares from the Company to cover sales by the underwriters of a greater number of ordinary shares than the total number set forth in the table above. They may exercise that option for 30 days from the date of this prospectus. If any ordinary shares are purchased pursuant to this option, the underwriters will severally purchase ordinary shares in approximately the same proportion as set forth in the table above.

The following table shows the per ordinary share and total underwriting discounts and commissions to be paid to the underwriters by the Company. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase             additional ordinary shares.

​	No Exercise			Full Exercise
Per Ordinary Share	​	$		​	$
Total	​	$		​	$	​

Ordinary shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any ordinary shares sold by the underwriters to securities dealers may be sold at a discount of up to $      per ordinary share from the initial public offering price. After the initial offering of the ordinary shares, the representatives may change the offering price

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and the other selling terms. The offering of the ordinary shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We have agreed that we will not (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any of our ordinary shares, including but not limited to any options or warrants to purchase our ordinary shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, our ordinary shares or any such substantially similar securities (the “Lock-Up Securities”), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, or publicly disclose the intention to undertake any of the foregoing in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities, in cash or otherwise, without the prior written consent of Goldman Sachs & Co. LLC and BofA Securities, Inc., for a period of 180 days after the date of this prospectus (the “Lock-Up Period”). See “Ordinary Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

The restrictions set forth above applicable to us are subject to specified exceptions, including:

(1)

the ordinary shares to be sold hereunder,

(2)

any ordinary shares issued upon the reclassification and exchange of ordinary shares outstanding on the date of the underwriting agreement in connection with this offering,

(3)

any ordinary shares or any securities or other awards convertible into, exercisable for, or that represent the right to receive, shares of ordinary shares pursuant to any employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of the underwriting agreement,

(4)

grants or settlement of options, restricted stock units or other equity or equity-based awards or restricted shares to officers, directors, employees and consultants of the Company or its subsidiaries in accordance with the terms of the 2019 ESOP and the 2023 ESOP or the issuance by us of ordinary shares upon the exercise of such instruments (including by way of “net” or “cashless” exercise),

(5)

the filing of any registration statement on Form S-8 or a successor form relating to the securities granted or to be granted pursuant to the 2019 ESOP and the 2023 ESOP or any assumed incentive compensation plans or agreements pursuant to an acquisition or similar strategic transaction,

(6)

the offer or issuance of ordinary shares in connection with an acquisition, joint venture, commercial or collaborative relationship or the acquisition or license by us of the securities, business property or other assets of another person or entity or pursuant to any employee benefit plan as assumed by us in connection with any such acquisition, provided that the aggregate number of ordinary shares that we may offer or issue pursuant to this clause (6) shall not exceed 5% of the total number of ordinary shares issued and outstanding immediately following the completion of this offering and any recipient of ordinary shares pursuant to clause (6) shall be bound by a lock-up agreement,

(7)

the confidential submission with the Commission of a registration statement by the Company under the Act relating to any Lock-Up Securities; provided that, with respect to this clause (7), (i) no public filing with the Commission or any other public announcement may be made during the Lock-Up Period in relation to such registration, (ii) the Representatives must have received prior written notice from the Company of a confidential submission of a registration statement with the Commission during the Lock-Up Period at least seven business days prior to such submission and (iii) such registration shall not result in an offer, sale, contract to sell, pledge, option to purchase, short sale or other transfer or disposition of, directly or indirectly, any Lock-Up Securities, or

(8)

the facilitation of establishing a trading plan for any officers or directors of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities during the Lock-Up Period, provided that no public announcement, report or filing under the Exchange Act or otherwise is required of or will be voluntarily made by the Company, or any such officer or director, during the Lock-Up Period regarding the establishment of such plan.

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Our officers, directors and holders of substantially all of our ordinary shares (each such person, a “lock-up party”) have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each lock-up party, with limited exceptions, may not (and may not cause any of their direct or indirect affiliates to) (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any of the Lock-Up Securities, including without limitation any such Lock-Up Securities now owned or hereafter acquired by such lock-up party, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of our ordinary shares or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or (iii) of this paragraph, in each case without the prior written consent of Goldman Sachs & Co. LLC and BofA Securities Inc., for the duration of the Lock-Up Period.

The restrictions set forth above applicable to any lock-up parties are subject to specified exceptions, including:

(a)

transfer of the Lock-Up Securities

(i)

as one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes,

(ii)

upon death by will, testamentary document or intestate succession,

(iii)

if the lock-up party is a natural person, to any member of the lock-up party’s immediate family (“immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin) or to any trust for the direct or indirect benefit of the lock-up party or the immediate family of the lock-up party or, if the lock-up party is a trust, to a trustor or beneficiary of the trust or the estate of a beneficiary of such trust,

(iv)

to a corporation, partnership, limited liability company or other entity of which the lock-up party and the immediate family of the lock-up party are the legal and beneficial owner of all of the outstanding equity securities or similar interests,

(v)

to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a)(i) through (iv) above,

(vi)

if the lock-up party is a corporation, partnership, limited liability company or other business entity, (A) to another corporation, partnership, limited liability company or other business entity that is an affiliate (as defined in Rule 405 under the Securities Act) of the lock-up party, or to any investment fund or other entity which fund or entity is controlled or managed by or under common control with the lock-up party or affiliates of the lock-up party, or (B) as part of a distribution by the lock-up party to its stockholders, partners, members or other equityholders or to the estate of any such stockholders, partners, members or other equityholders, including, but not limited to, the “Distribution” as described herein,

(vii)

by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement or other court or regulatory agency order,

(viii)

to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,

(ix)

if the lock-up party is not an officer or director of the Company, in connection with a sale of ordinary shares acquired (A) from the underwriters in this offering (including ordinary

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shares purchased pursuant to our Directed Share Program) or (B) in open market transactions after the closing date of this offering,

(x)

to the Company in connection with the vesting, exercise or settlement of options, warrants or other rights to purchase ordinary shares (including, in each case, by way of “net” or “cashless” exercise) that are scheduled to expire or automatically vest during the Lock-Up Period, including any transfer to the Company for the payment of tax withholdings or remittance payments due as a result of the vesting, exercise or settlement of such options, warrants or other rights, or in connection with the conversion of convertible securities, in all such cases pursuant to equity awards granted under a stock incentive plan or other equity award plan, or pursuant to the terms of convertible securities, each as described herein, provided that any securities received upon such vesting, exercise, settlement or conversion shall be subject to the terms of the lock-up agreement,

(xi)

with the prior written consent of Goldman Sachs & Co. LLC and BofA Securities, Inc., on behalf of the underwriters, or

(xii)

in connection with the conversion, reclassification or exchange of our outstanding share capital as described herein, provided that any such ordinary shares received upon such conversion, reclassification or exchange shall remain subject to the provisions of the lock-up agreement;

provided that (A) in the case of clauses (a)(i), (ii), (iii), (iv), (v), (vi) and (xii) above, such transfer or distribution shall not involve a disposition for value, (B) in the case of clauses (a)(i), (ii), (iii), (iv), (v), (vi) and (vii) above, it shall be a condition to the transfer or distribution that the donee, devisee, transferee or distributee, as the case may be, shall sign and deliver a lock-up agreement, (C) in the case of clauses (a)(i), (ii), (iii), (iv) and (v) above, no filing by any party (including, without limitation, any donor, donee, devisee, transferor, transferee, distributor or distributee) under the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or shall be voluntarily made in connection with such transfer or distribution, and (D) in the case of clauses (a)(vi), (vii), (viii), (ix) and (x) above, no filing under the Exchange Act or other public filing, report or announcement shall be voluntarily made, and if any such filing, report or announcement shall be legally required during the Lock-Up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto (A) the circumstances of such transfer or distribution and (B) in the case of a transfer or distribution pursuant to clause (a)(vi) and (vii) above, that the donee, devisee, transferee or distributee has agreed to be bound by a lock-up agreement;

(b)

entry into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the transfer, sale or other disposition of the Lock-Up Securities, if then permitted by the Company, provided that none of the securities subject to such plan may be transferred, sold or otherwise disposed of until after the expiration of the Lock-Up Period, and no public announcement, report or filing under the Exchange Act, or any other public filing, report or announcement, shall be required or shall be voluntarily made regarding the establishment of such plan during the Lock-Up Period;

(c)

transfer of the Lock-Up Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s share capital involving a Change of Control of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of share capital if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the Lock-Up Securities shall remain subject to the provisions of the lock-up agreement; and

(d)

any demands or requests for, exercise of any right with respect to, or any action in preparation of the registration by the Company under the Securities Act of the Lock-Up Securities or other

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securities; provided that (i) no public filing with the SEC or any other public announcement may be made during the Lock-Up Period in relation to such registration, (ii) Goldman Sachs & Co. LLC, BofA Securities Inc., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC must have received prior written notice from the Company and/or the lock-up party of a confidential submission of a registration statement with the SEC during the Lock-Up Period at least seven business days prior to such submission and (iii) no transfers of any Lock-Up Securities or other securities of the Company may be made prior to the expiration of the Lock-Up Period.

Prior to the offering, there has been no public market for the ordinary shares. The initial public offering price has been negotiated among the Company and the representatives. Among the factors to be considered in determining the initial public offering price of the ordinary shares, in addition to prevailing market conditions, will be the Company’s historical performance, estimates of the business potential and earnings prospects of the Company, an assessment of the Company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We have applied to list the ordinary shares on the NYSE under the symbol “AS”. In order to meet one of the requirements for listing the ordinary shares on the NYSE, the underwriters have undertaken to sell lots of 100 or more shares to a minimum of 400 beneficial holders.

In connection with the offering, the underwriters may purchase and sell ordinary shares in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of ordinary shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional ordinary shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional ordinary shares or purchasing ordinary shares in the open market. In determining the source of ordinary shares to cover the covered short position, the underwriters will consider, among other things, the price of ordinary shares available for purchase in the open market as compared to the price at which they may purchase additional ordinary shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional ordinary shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing ordinary shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ordinary shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of ordinary shares made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased ordinary shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Company’s stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the ordinary shares. As a result, the price of the ordinary shares may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.

The Company estimates that their share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $      . We have agreed to reimburse the underwriters for certain of their expenses in an amount up to $      . The underwriters have agreed to reimburse us for certain of our expenses incurred by us with respect to this offering.

The Company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

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The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Directed Share Program

At our request, the underwriters have reserved up to    % of the ordinary shares offered by this prospectus for sale, at the initial public offering price, to certain individuals associated with the Company. Except for reserved shares purchased by our executive officers and directors, these reserved ordinary shares will not be subject to the lock-up restrictions described elsewhere in this prospectus. The number of ordinary shares available for sale to the general public will be reduced to the extent these persons purchase such reserved ordinary shares. Any reserved ordinary shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other ordinary shares offered by this prospectus.

We will agree to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with sales of the shares reserved for the directed share program.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area (each an “EEA State”), no ordinary shares (the “Shares”) have been offered or will be offered pursuant to the offering to the public in that EEA State prior to the publication of a prospectus in relation to the Shares which has been approved by the competent authority in that EEA State or, where appropriate, approved in another EEA State and notified to the competent authority in that EEA State, all in accordance with the EU Prospectus Regulation, except that it may make an offer to the public in that EEA State of the Shares at any time under the following exemptions under the EU Prospectus Regulation:

(a)

to any legal entity which is a qualified investor as defined under the EU Prospectus Regulation;

(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined under the EU Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

(c)

in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation, provided that no such offer of the Shares shall require the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the Shares in any EEA State means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Shares, and the expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129.

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This European Economic Area selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

In relation to the United Kingdom, no ordinary shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the ordinary shares which has been approved by the Financial Conduct Authority in accordance with the UK Prospectus Regulation, except that it may make an offer to the public in the United Kingdom of the ordinary shares at any time under the following exemptions under the UK Prospectus Regulation:

•

to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation;

•

to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or;

•

in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation;

provided that no such offer of the ordinary shares shall require the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

In the United Kingdom, the offering is only addressed to, and is directed only at, “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation, who are also (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons being referred to as “relevant persons”). This prospectus must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this prospectus relates is available only to relevant persons and will be engaged in only with relevant persons.

For the purposes of this provision, the expression an “offer to the public” in relation to the ordinary shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offerings and the ordinary shares to be offered so as to enable an investor to decide to purchase or subscribe for the ordinary shares, and the expression “UK Prospectus Regulation” means the UK version of Regulation (EU) No 2017/1129 as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.

Australia

This prospectus:

•

does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (the “Corporations Act”);

•

has not been, and will not be, lodged with the Australian Securities and Investments Commission, or ASIC, as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and

•

may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, available under section 708 of the Corporations Act, or Exempt Investors.

The ordinary shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the ordinary shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any ordinary shares may be distributed in

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Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the ordinary shares, you represent and warrant to us that you are an Exempt Investor.

As any offer of ordinary shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the ordinary shares you undertake to us that you will not, for a period of 12 months from the date of issue of the ordinary shares, offer, transfer, assign or otherwise alienate those ordinary shares to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Canada

The ordinary shares may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the ordinary shares must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

France

Neither this prospectus nor any other offering material relating to the ordinary shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The ordinary shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the ordinary shares has been or will be (1) released, issued, distributed or caused to be released, issued or distributed to the public in France; or (2) used in connection with any offer for subscription or sale of the ordinary shares to the public in France.

Such offers, sales and distributions will be made in France only:

(a)

to qualified investors (investisseurs estraint) and/or to a restricted circle of investors (cercle estraint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with, articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

(b)

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

(c)

in a transaction that, in accordance with article L.411-2-II-1° -or-2° -or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Réglement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public á l’épargne).

The ordinary shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

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Germany

This prospectus does not constitute a Prospectus Directive-compliant prospectus in accordance with the German Securities Prospectus Act (Wertpapierprospektgesetz) and does therefore not allow any public offering in the Federal Republic of Germany, or Germany, or any other Relevant Member State pursuant to § 17 and § 18 of the German Securities Prospectus Act. No action has been or will be taken in Germany that would permit a public offering of the ordinary shares, or distribution of a prospectus or any other offering material relating to the ordinary shares. In particular, no securities prospectus (Wertpapierprospekt) within the meaning of the German Securities Prospectus Act or any other applicable laws of Germany, has been or will be published within Germany, nor has this prospectus been filed with or approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) for publication within Germany.

Each underwriter will represent, agree and undertake (i) that it has not offered, sold or delivered and will not offer, sell or deliver the ordinary shares within Germany other than in accordance with the German Securities Prospectus Act (Wertpapierprospektgesetz) and any other applicable laws in Germany governing the issue, sale and offering of ordinary shares, and (ii) that it will distribute in Germany any offering material relating to the ordinary shares only under circumstances that will result in compliance with the applicable rules and regulations of Germany.

This prospectus is strictly for use of the person who has received it. It may not be forwarded to other persons or published in Germany.

Italy

The offering of ordinary shares has not been registered with the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian securities legislation and, accordingly, no ordinary shares may be offered, sold or delivered, nor copies of this prospectus or any other documents relating to the ordinary shares may not be distributed in Italy except:

•

to “qualified investors,” as referred to in Article 100 of Legislative Decree No. 58 of February 24, 1998, as amended (“Decree No. 58”), and defined in Article 26, paragraph 1, letter d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended (“Regulation No. 16190”) pursuant to Article 34-ter, paragraph 1, letter. b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended (“Regulation No. 11971”); or

•

in any other circumstances where an express exemption from compliance with the offer restrictions applies, as provided under Decree No. 58 or Regulation No. 11971.

Any offer, sale or delivery of the ordinary shares or distribution of copies of this prospectus or any other documents relating to the ordinary shares in the Republic of Italy must be:

•

made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of September 1, 1993, as amended, or the Banking Law, Decree No. 58 and Regulation No. 16190 and any other applicable laws and regulations;

•

in compliance with Article 129 of the Banking Law, and the implementing guidelines of the Bank of Italy, as amended; and

•

in compliance with any other applicable notification requirement or limitation which may be imposed, from time to time, by CONSOB or the Bank of Italy or other competent authority.

Please note that, in accordance with Article 100-bis of Decree No. 58, where no exemption from the rules on public offerings applies, the subsequent distribution of the ordinary shares on the secondary market in Italy must be made in compliance with the public offer and the prospectus requirement rules provided under Decree No. 58 and Regulation No. 11971.

Furthermore, ordinary shares which are initially offered and placed in Italy or abroad to qualified investors only but in the following year are regularly (“sistematicamente”) distributed on the secondary market in Italy to non-qualified investors become subject to the public offer and the prospectus requirement rules provided under Decree No. 58 and Regulation No. 11971. Failure to comply with such rules may

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result in the sale of the ordinary shares being declared null and void and in the liability of the intermediary transferring the ordinary shares for any damages suffered by such non-qualified investors.

Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations as issued by the board of the Saudi Arabian Capital Market Authority, or CMA pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended. The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorized financial adviser.

Switzerland

The ordinary shares may not be offered or sold to any investors in Switzerland other than on a non-public basis. This prospectus does not constitute a prospectus within the meaning of Article 652a and Art. 1156 of the Swiss Code of Obligations (Schweizerisches Obligationenrecht). Neither this offering nor the ordinary shares have been or will be approved by any Swiss regulatory authority.

Hong Kong

The ordinary shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the ordinary shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to ordinary shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Israel

In the State of Israel, the ordinary shares offered hereby may not be offered to any person or entity other than the following:

•

a fund for joint investments in trust (i.e., mutual fund), as such term is defined in the Law for Joint Investments in Trust, 5754-1994, or a management company of such a fund;

•

a provident fund as defined in Section 47(a)(2) of the Income Tax Ordinance of the State of Israel, or a management company of such a fund;

•

an insurer, as defined in the Law for Oversight of Insurance Transactions, 5741-1981, a banking entity or satellite entity, as such terms are defined in the Banking Law (Licensing), 5741-1981, other than a joint services company, acting for their own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

•

a company that is licensed as a portfolio manager, as such term is defined in Section 8(b) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

•

a company that is licensed as an investment advisor, as such term is defined in Section 7(c) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account;

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•

a company that is a member of the Tel Aviv Stock Exchange, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

•

an underwriter fulfilling the conditions of Section 56(c) of the Securities Law, 5728-1968;

•

a venture capital fund (defined as an entity primarily involved in investments in companies which, at the time of investment, (i) are primarily engaged in research and development or manufacture of new technological products or processes and (ii) involve above-average risk);

•

an entity primarily engaged in capital markets activities in which all of the equity owners meet one or more of the above criteria; and

•

an entity, other than an entity formed for the purpose of purchasing the ordinary shares in this offering, in which the shareholders equity (including pursuant to foreign accounting rules, international accounting regulations and U.S. generally accepted accounting rules, as defined in the Securities Law Regulations (Preparation of Annual Financial Statements), 1993) is in excess of NIS 250 million.

Any offeree of the ordinary shares offered hereby in the State of Israel shall be required to submit written confirmation that it falls within the scope of one of the above criteria. This prospectus will not be distributed or directed to investors in the State of Israel who do not fall within one of the above criteria.

Japan

No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended) (the “FIEA”) has been made or will be made with respect to the solicitation of the application for the acquisition of the ordinary shares.

Accordingly, the ordinary shares have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

For Qualified Institutional Investors (“QII”)

Please note that the solicitation for newly issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEA) in relation to the ordinary shares constitutes either a “QII only private placement” or a “QII only secondary distribution” ​(each as described in Paragraph 1, Article 23-13 of the FIEA). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEA, has not been made in relation to the ordinary shares. The ordinary shares may only be transferred to QIIs.

For Non-QII Investors

Please note that the solicitation for newly issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEA) in relation to the ordinary shares constitutes either a “small number private placement” or a “small number private secondary distribution” ​(each as is described in Paragraph 4, Article 23-13 of the FIEA). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEA, has not been made in relation to the ordinary shares. The ordinary shares may only be transferred en bloc without subdivision to a single investor.

People’s Republic of China

This prospectus may not be circulated or distributed in the PRC and the ordinary shares may not be offered or sold, and will not be offered or sold to any person for re-offering or resale directly or indirectly to any resident of the PRC except pursuant to applicable laws and regulations of the PRC. Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the ordinary shares or any beneficial interest therein without obtaining all prior PRC’s governmental approvals that are required, whether

210

statutorily or otherwise. Persons who come into possession of this prospectus are required by the issuer and its representatives to observe these restrictions.

Qatar

In the State of Qatar, the offer contained herein is made on an exclusive basis to the specifically intended recipient thereof, upon that person’s request and initiative, for personal use only and shall in no way be construed as a general offer for the sale of securities to the public or an attempt to do business as a bank, an investment company or otherwise in the State of Qatar. This prospectus and the underlying securities have not been approved or licensed by the Qatar Central Bank or the Qatar Financial Center Regulatory Authority or any other regulator in the State of Qatar. The information contained in this prospectus shall only be shared with any third parties in Qatar on a need to know basis for the purpose of evaluating the contained offer. Any distribution of this prospectus by the recipient to third parties in Qatar beyond the terms hereof is not permitted and shall be at the liability of such recipient.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ordinary shares may not be circulated or distributed, nor may the ordinary shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (1) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (2) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the ordinary shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired the ordinary shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the ordinary shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired the ordinary shares under Section 275 of the SFA except:

(1)

to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA or (6) as specified in Regulation 32.

Solely for the purposes of our obligations pursuant to Section 309B of the SFA, we have determined, and hereby notify all relevant persons (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 (“CMP Regulations”)) that the ordinary shares are “prescribed capital markets products”

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(as defined in the CMP Regulations) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

United Arab Emirates

The ordinary shares have not been offered or sold, and will not be offered or sold, directly or indirectly, in the United Arab Emirates, except: (1) in compliance with all applicable laws and regulations of the United Arab Emirates; and (2) through persons or corporate entities authorized and licensed to provide investment advice and/or engage in brokerage activity and/or trade in respect of foreign securities in the United Arab Emirates. The information contained in this prospectus does not constitute a public offer of securities in the United Arab Emirates in accordance with the Commercial Companies Law (Federal Law No. 8 of 1984 (as amended)) or otherwise and is not intended to be a public offer and is addressed only to persons who are sophisticated investors.

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EXPENSES OF THE OFFERING

We estimate that our expenses in connection with this offering, other than underwriting discounts and commissions, will be as follows:

Expenses	Amount
U.S. Securities and Exchange Commission registration fee	​	$	*
NYSE listing fee	​	​	*
FINRA filing fee	​	​	*
Printing and engraving expenses	​	​	*
Legal fees and expenses	​	​	*
Transfer agent and registrar fee	​	​	*
Accounting fees and expenses	​	​	*
Miscellaneous costs	​	​	*
Total	​	$	*

*

To be filed by amendment.

All amounts in the table are estimates except the U.S. Securities and Exchange Commission registration fee, the NYSE listing fee and the FINRA filing fee. The Company will pay all of the expenses of this offering.

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LEGAL MATTERS

The validity of the ordinary shares and certain other matters of Cayman Islands law will be passed upon for us by Conyers Dill & Pearman. Certain matters of U.S. federal and New York State law will be passed upon for us by Davis Polk & Wardwell LLP, New York, New York and for the underwriters by Latham & Watkins LLP.

EXPERTS

Our consolidated financial statements as of December 31, 2022 and 2021 and January 1, 2021, and for each of the years in the three-year period ended December 31, 2022, have been included herein in reliance upon the report of KPMG AB (“KPMG”), independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report covering the consolidated financial statements as of December 31, 2022 and 2021 and January 1, 2021, and for each of the years in the three-year period ended December 31, 2022, contains an explanatory paragraph that states that as discussed in Note 3 to the consolidated financial statements, the 2022, 2021, and 2020 consolidated financial statements have been restated to correct certain misstatements.

The registered business address of KPMG is Vasagatan 16, 111 20 Stockholm, Sweden.

In connection with the filing of this Registration Statement, KPMG completed an independence assessment to evaluate its independence under the SEC and the PCAOB independence rules. During KPMG’s independence evaluation procedures, a service was identified between the KPMG member firm of the KPMG International Cooperative in Bulgaria (“KPMG Bulgaria”) and a controlled subsidiary of the Company that was permissible under the independence rules applicable at the time it was performed but impermissible under the SEC and PCAOB independence rules applicable to audits in connection with this filing.

Late in 2022 and in early 2023, KPMG Bulgaria performed clerical assistance in the preparation and filing of a registration in Bulgaria related to the identity of the ultimate beneficial owners of our subsidiary in Bulgaria. This service was exited in April 2023. No fee has been or will be charged for the service rendered or the related costs incurred.

KPMG provided the facts and circumstances surrounding this service to our board of directors and the audit committee, including the entity involved, the nature of the service, the period over which the service existed, and the potential fees and actual cost incurred by KPMG Bulgaria. Notwithstanding that the service is an impermissible management function under Rule 2-01 of Regulation S-X, the management of our subsidiary in Bulgaria retained all decision making and ultimate responsibility for the service which was not complex or judgmental in nature. Additionally, the service was not significant to KPMG and our subsidiary in Bulgaria, does not place KPMG in a position of auditing its own work and does not place KPMG in a position of being an advocate for the Company. The Bulgarian operation is not material and is not in scope for the group audit of the Company. Considering the facts presented, our board of directors, the audit committee, and KPMG have concluded (1) that the service does not, did not and will not impair KPMG’s application of objective and impartial judgment on any matter encompassed within KPMG’s audits of our financial statements as of December 31, 2022 and December 31, 2021 and for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 and (2) a reasonable investor would reach the same conclusion.

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ENFORCEABILITY OF CIVIL LIABILITIES

Our company is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands exempted company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide less protection for investors as compared to the United States. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.

The majority of our operations and current assets are conducted and located outside the United States. The majority of the directors and executive officers of the Company reside outside the United States and substantially all of their assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or any of such persons, including judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.

Conyers Dill & Pearman, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of the United States courts obtained against us or our directors or executive officers that are predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) entertain original actions brought in the Cayman Islands against us or our directors or executive officers that are predicated upon the securities laws of the United States or the securities laws of any state in the United States.

We have been advised by our Cayman Islands counsel Conyers Dill & Pearman that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments with the United States), the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts of the United States against the Company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the U.S. Securities and Exchange Commission a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.

Upon completion of this offering, we will become subject to the informational requirements of the Exchange Act. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements and other information we have filed electronically with the SEC.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

We maintain a corporate website at www.amersports.com. The reference to our website is an inactive textual reference only and information contained therein or connected thereto are not incorporated into this prospectus or the registration statement of which it forms a part.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Interim Financial Statements as of September 30, 2023 and September 30, 2022 and for the Nine Months Ended September 30, 2023 and September 30, 2022—Amer Sports, Inc.	​
Unaudited Condensed Consolidated Interim Statement of Loss and Other Comprehensive Income and Loss	F-3
Unaudited Condensed Consolidated Interim Statement of Financial Position	F-4
Unaudited Condensed Consolidated Interim Statement of Cash Flows	F-5
Unaudited Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity (Deficit)	F-6
Notes to the Unaudited Condensed Consolidated Interim Statement of Financial Statements	F-7
Audited Consolidated Financial Statements as of December 31, 2022, December 31, 2021 and January 1, 2021 and for the Years Ended December 31, 2022, December 31, 2021 and December 31, 2020—Amer Sports, Inc.	​
Report of Independent Registered Public Accounting Firm	F-26
Consolidated Statement of Loss and Other Comprehensive Income and Loss	F-28
Consolidated Statement of Financial Position	F-29
Consolidated Statement of Cash Flows	F-30
Consolidated Changes in Shareholders’ Equity (Deficit)	F-31
Notes to the Consolidated Financial Statements	F-32

F-1

AMER SPORTS, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

January–September 2023

Domicile:	Cayman Islands
Address:	Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands
Entity registration number:	358866

F-2

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF LOSS AND OTHER COMPREHENSIVE INCOME AND LOSS

​	​	Three months ended September 30,				Nine months ended September 30,
USD million (except for loss per share information)	Notes	2023		2022		2023		2022
Continuing operations	​	​	​	​	​	​	​	​	​
Revenue	4	​	1,146.3	​	847.4	​	3,053.4	​	2,350.1
Cost of goods sold	​	​	-564.9	​	-415.2	​	-1,460.5	​	-1,188.5
Gross profit	​	​	581.4	​	432.2	​	1,592.9	​	1,161.6
Selling and marketing expenses	​	​	-334.2	​	-263.6	​	-956.8	​	-754.3
Administrative and other expenses	​	​	-147.1	​	-100.5	​	-392.2	​	-299.8
Impairment losses	​	​	2.9	​	2.7	​	-4.6	​	-0.9
Other operating income	​	​	1.7	​	-0.5	​	3.3	​	2.2
Operating profit	​	​	104.7	​	70.3	​	242.6	​	108.7
Finance income	​	​	1.4	​	0.6	​	4.5	​	2.1
Finance cost	​	​	-109.4	​	-55.6	​	-296.6	​	-168.5
Net finance cost	7	​	-108.0	​	-55.0	​	-292.1	​	-166.4
Loss (profit) before tax	​	​	-3.3	​	15.3	​	-49.5	​	-57.7
Income tax expense	8	​	-32.6	​	-17.0	​	-64.4	​	-24.9
Loss from continuing operations	​	​	-35.9	​	-1.7	​	-113.9	​	-82.6
Loss from discontinued operations, net of tax	18	​	—	​	-0.5	​	—	​	-21.8
Net loss	​	​	-35.9	​	-2.3	​	-113.9	​	-104.4
Loss attributable to:	​	​	​	​	​	​	​	​	​
Equity holders of the Company	​	​	-37.7	​	-2.3	​	-115.6	​	-104.4
Non-controlling interests	​	​	1.8	​	—	​	1.7	​	—
Loss per share	19	​	​	​	​	​	​	​	​
Basic loss per share (continuing operations)	​	​	-0.31	​	-0.01	​	-0.99	​	-0.72
Diluted loss per share (continuing operations)	​	​	-0.31	​	-0.01	​	-0.99	​	-0.72
Basic loss per share (discontinued operations)	​	​	—	​	0.00	​	—	​	-0.19
Diluted loss per share (discontinued operations)	​	​	—	​	0.00	​	—	​	-0.19
Total Basic loss per share	​	​	-0.31	​	-0.01	​	-0.99	​	-0.91
Total Diluted loss per share	​	​	-0.31	​	-0.01	​	-0.99	​	-0.91
Net loss	​	​	-35.9	​	-2.3	​	-113.9	​	-104.4
Other comprehensive income and loss (OCI)	​	​	​	​	​	​	​	​	​
Items that will not be reclassified to profit or loss	​	​	​	​	​	​	​	​	​
Remeasurement effects of postemployment benefit plans	​	​	-2.1	​	-3.9	​	-8.2	​	7.1
Income tax related to remeasurement effects	​	​	0.3	​	0.9	​	2.0	​	-1.1
Writedown of other investments through OCI	​	​	—	​	-5.1	​	—	​	-5.1
Items that subsequently may be reclassified to profit or loss	​	​	​	​	​	​	​	​	​
Translation differences	​	​	89.8	​	173.1	​	18.6	​	420.0
Cash flow hedges	​	​	17.0	​	22.6	​	20.2	​	40.9
Income tax related to cash flow hedges	​	​	-3.4	​	-4.5	​	-4.0	​	-8.2
Other comprehensive income (loss), net of tax	​	​	101.6	​	183.1	​	28.6	​	453.6
TOTAL COMPREHENSIVE INCOME (LOSS)	​	​	65.7	​	180.8	​	-85.2	​	349.2
Total comprehensive income (loss) attributable to:	​	​	​	​	​	​	​	​	​
Equity holders of the Company	​	​	63.9	​	180.8	​	-86.9	​	349.2
Non-controlling interests	​	​	1.8	​	—	​	1.7	​	—

The notes are an integral part of unaudited condensed consolidated interim financial information.

F-3

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION

USD million	Notes	September 30, 2023		December 31, 2022
ASSETS	​	​	​	​	​
NON-CURRENT ASSETS	​	​	​	​	​
Intangible assets	9	​	2,710.7	​	2,755.9
Goodwill	9	​	2,237.5	​	2,242.4
Property, plant and equipment	10	​	388.6	​	361.9
Right-of-use assets	10	​	262.5	​	183.6
Non-current financial assets	​	​	8.8	​	8.9
Other non-current assets	​	​	69.3	​	61.0
Deferred tax assets	​	​	109.6	​	108.7
TOTAL NON-CURRENT ASSETS	​	​	5,786.9	​	5,722.4
CURRENT ASSETS	​	​	​	​	​
Inventories	11	​	1,197.5	​	912.5
Accounts receivable, net	​	​	654.5	​	658.7
Related party receivable	16	​	17.3	​	16.7
Prepaid expenses and other receivables	​	​	201.5	​	173.3
Current tax assets	​	​	5.1	​	9.5
Cash and cash equivalents	​	​	284.2	​	402.0
TOTAL CURRENT ASSETS	​	​	2,360.1	​	2,172.7
TOTAL ASSETS	​	​	8,147.0	​	7,895.1
SHAREHOLDERS’ EQUITY (DEFICIT) AND LIABILITIES EQUITY (DEFICIT)	​	​	​	​
Share capital	12	​	642.2	​	642.2
Reserves	12	​	13.1	​	-3.1
Accumulated deficit	12	​	-651.8	​	-713.0
Equity (deficit) attributable to equity holders of the parent company	​	​	3.5	​	-73.9
Non-controlling interests	​	​	5.3	​	—
TOTAL EQUITY (DEFICIT)	​	​	8.8	​	-73.9
LIABILITIES	​	​	​	​	​
LONG-TERM LIABILITIES	​	​	​	​	​
Lease liabilities	13	​	185.0	​	133.0
Loans from financial institutions	13	​	1,784.9	​	1,792.2
Loans from related parties	13, 16	​	4,012.8	​	4,039.0
Defined benefit pension liabilities	5	​	23.0	​	31.8
Other liabilities	​	​	15.6	​	11.9
Provisions	14	​	4.9	​	5.6
Long-term tax liabilities	​	​	28.2	​	20.8
Deferred tax liabilities	​	​	648.8	​	655.3
TOTAL LONG-TERM LIABILITIES	​	​	6,703.2	​	6,689.6
CURRENT LIABILITIES	​	​	​	​	​
Interest-bearing liabilities	13	​	381.9	​	208.3
Lease liabilities	13	​	74.4	​	63.5
Accounts payable	​	​	389.4	​	435.6
Other liabilities	​	​	526.7	​	498.8
Provisions	14	​	29.6	​	32.2
Current tax liabilities	​	​	33.0	​	41.0
TOTAL CURRENT LIABILITIES	​	​	1,435.0	​	1,279.4
TOTAL LIABILITIES	​	​	8,138.2	​	7,969.0
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) AND LIABILITIES	​	​	8,147.0	​	7,895.1

The notes are an integral part of unaudited condensed consolidated interim financial information.

F-4

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

​	​	Nine months ended September 30,
USD million	Notes	2023		2022
NET CASH FLOW FROM OPERATING ACTIVITIES	​	​	​	​	​
Net loss	​	​	-113.9	​	-104.4
Adjustments for:	​	​	​	​	​
Depreciation and amortization	​	​	158.5	​	147.7
Impairment losses on continuing operations	​	​	4.6	​	0.9
(Gains)/losses on sale of discontinued operations	18	​	—	​	0.7
Other non-cash valuation (gains)/losses	​	​	11.0	​	7.1
Net finance expenses	​	​	292.1	​	166.4
Income tax expense	​	​	64.4	​	24.9
Changes in:	​	​	​	​	​
Inventories	​	​	-309.9	​	-338.3
Trade receivables	​	​	-1.9	​	6.6
Other current receivables	​	​	-7.0	​	-39.4
Accounts payables	​	​	-41.9	​	162.7
Other liabilities	​	​	13.8	​	-51.4
Cash generated from operating activities	​	​	69.8	​	-16.4
Interest paid	​	​	-111.4	​	-107.2
Interest received	​	​	4.8	​	1.9
Income taxes paid	​	​	-69.3	​	-58.1
Total net cash flows (used in)/from operating activities	​	​	-106.1	​	-179.7
NET CASH FLOW FROM INVESTING ACTIVITIES	​	​	​	​	​
Disposal of discontinued operations, net of cash disposed	18	​	—	​	20.3
Acquisition of property, plant and equipment	​	​	-82.9	​	-43.1
Acquisition of intangible assets	​	​	-7.1	​	-31.6
Proceeds from sale of property, plant and equipment	​	​	0.4	​	0.0
Acquisition of non-current financial assets	​	​	—	​	-19.4
Acquisition of right-of-use assets	​	​	-6.1	​	-8.6
Net cash flow (used in)/from investing activities	​	​	-95.6	​	-82.4
NET CASH FLOW FROM FINANCING ACTIVITIES	​	​	​	​	​
Proceeds from short-term borrowings from financial institutions	​	​	807.9	​	189.5
Repayments of short-term borrowings from financial institutions	​	​	-627.9	​	-35.0
Proceeds from long-term borrowings from related parties	​	​	0.0	​	11.7
Payments of lease liabilities	​	​	-57.0	​	-54.1
Other financing items*	​	​	-25.6	​	-64.3
Net cash flow from/(used in) financing activities	​	​	97.3	​	47.8
CHANGE IN CASH AND CASH EQUIVALENTS	​	​	-104.4	​	-214.3
Cash and cash equivalents	​	​	​	​	​
Cash and cash equivalents at period end	​	​	284.2	​	279.6
Translation differences	​	​	-13.4	​	-73.7
Cash and cash equivalents at the beginning of the period	​	​	402.0	​	567.6
CHANGE IN CASH AND CASH EQUIVALENTS	​	​	-104.4	​	-214.3

*

Including cash flows from hedging intercompany items from the statement of financial position.

The notes are an integral part of unaudited condensed consolidated interim financial information.

F-5

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

​

Equity attributable to the equity holders of the parent company

USD million

Share capital

Cash flow hedge reserve

Translation differences

Remeasurements

Accumulated deficit of the period

Accumulated deficit (Total)

Non- controlling interests

Total

Balance at January 1, 2022

​

640.4

​

6.2

​

-38.3

​

25.9

​

-596.2

​

-608.6

​

—

​

38.0

Other comprehensive income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Translation differences

​

—

​

—

​

420.0

​

—

​

—

​

420.0

​

—

​

420.0

Remeasurement effects of postemployment benefit plans

​

—

​

—

​

—

​

7.1

​

—

​

7.1

​

—

​

7.1

Cash flow hedges

​

—

​

40.9

​

—

​

—

​

—

​

—

​

—

​

40.9

Income tax related to OCI

​

—

​

-8.2

​

—

​

-1.1

​

—

​

-1.1

​

—

​

-9.3

Writedown of other investment through OCI

​

—

​

—

​

—

​

—

​

-5.1

​

-5.1

​

—

​

-5.1

Loss for the period

​

—

​

—

​

—

​

—

​

-104.4

​

-104.4

​

—

​

-104.4

Other comprehensive income, net of tax

​

—

​

32.7

​

420.0

​

6.0

​

-109.5

​

316.5

​

—

​

349.2

Transactions with owners:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital increase

​

1.8

​

—

​

—

​

—

​

—

​

—

​

—

​

1.8

Balance at September 30, 2022

​

642.2

​

38.9

​

381.7

​

31.9

​

-705.7

​

-292.1

​

—

​

389.0

Balance at January 1, 2023

​

642.2

​

-3.1

​

109.8

​

37.0

​

-859.8

​

-713.0

​

—

​

-73.9

Other comprehensive income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Translation differences

​

—

​

—

​

18.6

​

—

​

—

​

18.6

​

—

​

18.6

Remeasurement effects of postemployment benefit plans

​

—

​

—

​

—

​

-8.2

​

—

​

-8.2

​

—

​

-8.2

Cash flow hedges

​

—

​

20.2

​

—

​

—

​

—

​

—

​

—

​

20.2

Income tax related to OCI

​

—

​

-4.0

​

—

​

2.0

​

—

​

2.0

​

—

​

-2.0

Writedown of other investment through OCI

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Loss for the period

​

—

​

—

​

—

​

—

​

-115.6

​

-115.6

​

1.7

​

-113.9

Other comprehensive income, net of tax

​

—

​

16.2

​

18.6

​

-6.2

​

-115.6

​

-103.1

​

1.7

​

-85.2

Transactions with owners:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital increase

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Capital contribution

​

—

​

—

​

—

​

—

​

164.4

​

164.4

​

—

​

164.4

Initial investment from non-controlling owners

​

—

​

—

​

—

​

—

​

—

​

—

​

3.6

​

3.6

Balance at September 30, 2023

​

642.2

​

13.1

​

128.4

​

30.8

​

-811.0

​

-651.8

​

5.3

​

8.8

Note 12 provides additional information on shareholders’ equity.

The notes are an integral part of unaudited condensed consolidated interim financial information.

F-6

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.   THE COMPANY

Background and description of the business

Amer Sports, Inc. (formerly Amer Sports Management Holding (Cayman) Limited) (the “Company”) was founded on January 3, 2020 and is incorporated and domiciled in Grand Cayman, the Cayman Islands. The Company’s registered office is Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands. Hereinafter, the Company and its consolidated subsidiaries are referred to as the “Group” or “Amer Sports”. The ultimate parent company of the Group is Amer Sports Holding (Cayman) Limited (the “parent company”).

Amer Sports is a global platform of sport and outdoor brands, including Arc’teryx, Salomon, Wilson, Atomic and Peak Performance. Amer Sports manufactures, markets and sells sports equipment, apparel, and footwear through wholesale and direct to consumer channels globally and has a sales network of 34 countries, with North America, Europe, Asia and China being the main market areas.

Seasonality

Although the Group operates in a number of sporting goods segments during all four seasons, its business is subject to seasonal fluctuations. Historically, the fourth quarter of a financial year has been the strongest quarter for the Group in terms of both net sales and profitability, primarily due to higher sales through the Company’s DTC channel compared to the rest of the year and a higher share of fall and winter collections in the Group’s Technical Apparel and Outdoor Performance segments. The Ball & Racquet Sports segment is generally more consistent across fiscal quarters. Working capital requirements typically increase throughout the second and third fiscal quarters as inventory builds to support the Group’s peak shipping and selling period which typically occurs from August to December. Cash provided by operating activities is typically highest in the first fiscal quarter due to the significant inflows associated with the peak selling season.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

These unaudited condensed consolidated interim financial statements as of and for the three and nine months ended September 30, 2023 have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) as at January 1, 2023.

The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended December 31, 2022. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

The unaudited condensed consolidated interim financial statements are presented in millions of U.S. dollars (USD). The presented figures and percentages are subject to rounding adjustments, which may cause discrepancies between the sum of the individual figures and the presented aggregated column and row totals. The figures have been prepared under the historical cost basis except for the revaluation of financial instruments that are measured at revalued amounts or fair values at the end of each reporting period as well as derivative financial instruments at fair value. The unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of the business.

Despite incurring operational losses, the Company maintains ongoing liquidity through a USD 336 million (EUR 315 million) revolving credit facility. This facility is designed to support the Company’s short-term liquidity requirements. Additionally, the Company has established several cash

F-7

pooling structures with the Group’s relationship banks as well as a factoring agreement with a banking institution that can be utilized in order to manage the liquidity of the Group.

The Interim Financial Statements were authorized for issuance in accordance with a resolution of the Company’s Board of Directors on November 17, 2023.

Recent changes in accounting pronouncements

No new IFRS or amendments to existing IFRS and interpretations issued and effective for annual periods beginning on or after January 1, 2023 have had or are expected to have a material impact for the Group. The management’s assessment of the impact of new standards, which are not yet effective and which have not been early adopted by the Group, on the consolidated interim financial statements is on-going, but is not expected to have a material impact for the Group.

Significant accounting judgments, estimates, and assumptions

When preparing the unaudited condensed interim financial statements, the Group’s management makes judgments and estimates influencing the content of the unaudited condensed interim financial statements and it must exercise its judgment regarding the application of accounting policies. Management continuously evaluates the judgments and estimates it uses.

The significant judgments made and the estimates used by management have been applied in the same manner as reported in the consolidated financial statements for the years ended December 31, 2022 and 2021.

3.   SEGMENT REPORTING

The Group’s Chief Operating Decision Maker (“CODM”) reviews results of operations to make decisions about allocating resources and assessing performance. Based on the current reporting structures, decision-making processes and considering the aggregation criteria in IFRS 8.12, the Company identified three reportable segments: Technical Apparel, Outdoor Performance as well as Ball & Racquet Sports.

The Company measures each segment’s performance based on revenue and adjusted operating profit as these are the measures used by the CODM for assessing the performance.

Information on reportable segments

For the three months ended September 30, 2023

USD million	Technical Apparel		Outdoor Performance		Ball & Racquet Sports		Reconciliation (6)		Group
Revenue	​	384.6	​	493.2	​	268.5	​	—	​	1,146.3
Depreciation and amortization	​	22.2	​	23.4	​	6.8	​	1.6	​	54.1
Adjusted operating profit	​	63.3	​	88.3	​	2.4	​	-20.4	​	133.5
Adjustments	​	​	​	​	​	​	​	​	​	​
PPA (1)	​	​	​	​	​	​	​	​	​	-10.7
Restructuring expenses (2)	​	​	​	​	​	​	​	​	​	-2.3
Impairment losses on goodwill and intangible assets (3)	​	​	​	​	​	​	​	​	​	—
Expenses related to M&A activities (4)	​	​	​	​	​	​	​	​	​	-15.8
Expenses related to certain legal proceedings (5)	​	​	​	​	​	​	​	​	​	—
Finance cost	​	​	​	​	​	​	​	​	​	-109.4
Finance income	​	​	​	​	​	​	​	​	​	1.4
Loss before tax	​	​	​	​	​	​	​	​	​	-3.3

F-8

(1)

Purchase Price Adjustments (PPA) include amortizations and depreciations on the fair value adjustments of intangible and tangible assets resulting from Amer Sports’ acquisition in 2019. For further information, please refer to note 1 in the Group’s annual financial statements for the year ended December 31, 2022.

(2)

Includes expenses for restructuring from exit and termination events.

(3)

Includes impairment losses on goodwill and intangible assets.

(4)

Includes advisory fees in connection with M&A activities.

(5)

Includes expenses related to a certain patent infringement litigation. While we face such litigation from time to time, the magnitude of costs is rarely significant and this litigation expense is substantially higher than all but one other patent litigation expense in the last 10 years. Accordingly, we view expenses related to this litigation as outside our normal course of operations and not representative of our expected and recurring expenses. Legal expenses for other normal, recurring legal proceedings and other legal matters are not included in this adjustment.

(6)

Includes corporate expenses, which have not been allocated to the reportable segments.

For the three months ended September 30, 2022

USD million	Technical Apparel		Outdoor Performance		Ball & Racquet Sports		Reconciliation (6)		Group
Revenue	​	227.7	​	392.9	​	226.8	​	—	​	847.4
Depreciation and amortization	​	21.1	​	20.7	​	6.0	​	-0.4	​	47.4
Adjusted operating profit	​	25.0	​	67.6	​	-1.5	​	-10.9	​	80.2
Adjustments	​	​	​	​	​	​	​	​	​	​
PPA (1)	​	​	​	​	​	​	​	​	​	-9.9
Restructuring expenses (2)	​	​	​	​	​	​	​	​	​	-0.1
Impairment losses on goodwill and intangible assets (3)	​	​	​	​	​	​	​	​	​	—
Expenses related to M&A activities (4)	​	​	​	​	​	​	​	​	​	—
Expenses related to certain legal proceedings (5)	​	​	​	​	​	​	​	​	​	—
Finance cost	​	​	​	​	​	​	​	​	​	-55.6
Finance income	​	​	​	​	​	​	​	​	​	0.6
Loss before tax	​	​	​	​	​	​	​	​	​	15.3

(1)

Purchase Price Adjustments (PPA) include amortizations and depreciations on the fair value adjustments of intangible and tangible assets resulting from Amer Sports’ acquisition in 2019. For further information, please refer to note 1 in the Group’s annual financial statements for the year ended December 31, 2022.

(2)

Includes expenses for restructuring from exit and termination events.

(3)

Includes impairment losses on goodwill and intangible assets.

(4)

Includes advisory fees in connection with M&A activities.

(5)

Includes expenses related to a certain patent infringement litigation. While we face such litigation from time to time, the magnitude of costs is rarely significant and this litigation expense is substantially higher than all but one other patent litigation expense in the last 10 years. Accordingly, we view expenses related to this litigation as outside our normal course of operations and not representative of our expected and recurring expenses. Legal expenses for other normal, recurring legal proceedings and other legal matters are not included in this adjustment.

(6)

Includes corporate expenses, which have not been allocated to the reportable segments.

F-9

For the nine months ended September 30, 2023

USD million	Technical Apparel		Outdoor Performance		Ball & Racquet Sports		Reconciliation (6)		Group
Revenue	​	1,042.7	​	1,144.4	​	866.3	​	—	​	3,053.4
Depreciation and amortization	​	63.3	​	70.6	​	19.8	​	4.8	​	158.5
Adjusted operating profit	​	186.0	​	103.2	​	55.6	​	-49.2	​	295.7
Adjustments	​	​	​	​	​	​	​	​	​	​
PPA (1)	​	​	​	​	​	​	​	​	​	-32.1
Restructuring expenses (2)	​	​	​	​	​	​	​	​	​	-2.3
Impairment losses on goodwill and intangible assets (3)	​	​	​	​	​	​	​	​	​	—
Expenses related to M&A activities (4)	​	​	​	​	​	​	​	​	​	-18.7
Expenses related to certain legal proceedings (5)	​	​	​	​	​	​	​	​	​	—
Finance cost	​	​	​	​	​	​	​	​	​	-296.6
Finance income	​	​	​	​	​	​	​	​	​	4.5
Loss before tax	​	​	​	​	​	​	​	​	​	-49.5

(1)

Purchase Price Adjustments (PPA) include amortizations and depreciations on the fair value adjustments of intangible and tangible assets resulting from Amer Sports’ acquisition in 2019. For further information, please refer to note 1 in the Group’s annual financial statements for the year ended December 31, 2022.

(2)

Includes expenses for restructuring from exit and termination events.

(3)

Includes impairment losses on goodwill and intangible assets.

(4)

Includes advisory fees in connection with M&A activities.

(5)

Includes expenses related to a certain patent infringement litigation. While we face such litigation from time to time, the magnitude of costs is rarely significant and this litigation expense is substantially higher than all but one other patent litigation expense in the last 10 years. Accordingly, we view expenses related to this litigation as outside our normal course of operations and not representative of our expected and recurring expenses. Legal expenses for other normal, recurring legal proceedings and other legal matters are not included in this adjustment.

(6)

Includes corporate expenses, which have not been allocated to the reportable segments.

For the nine months ended September 30, 2022

USD million	Technical Apparel		Outdoor Performance		Ball & Racquet Sports		Reconciliation (6)		Group
Revenue	​	658.8	​	902.8	​	788.5	​	—	​	2,350.1
Depreciation and amortization	​	58.4	​	63.7	​	17.1	​	4.5	​	143.7
Adjusted operating profit	​	71.3	​	46.9	​	64.2	​	-32.1	​	150.3
Adjustments	​	​	​	​	​	​	​	​	​	​
PPA (1)	​	​	​	​	​	​	​	​	​	-32.3
Restructuring expenses (2)	​	​	​	​	​	​	​	​	​	-5.5
Impairment losses on goodwill and intangible assets (3)	​	​	​	​	​	​	​	​	​	—
Expenses related to M&A activities (4)	​	​	​	​	​	​	​	​	​	—
Expenses related to certain legal proceedings (5)	​	​	​	​	​	​	​	​	​	-3.9
Finance cost	​	​	​	​	​	​	​	​	​	-168.5
Finance income	​	​	​	​	​	​	​	​	​	2.1
Loss before tax	​	​	​	​	​	​	​	​	​	-57.7

F-10

(1)

Purchase Price Adjustments (PPA) include amortizations and depreciations on the fair value adjustments of intangible and tangible assets resulting from Amer Sports’ acquisition in 2019. For further information, please refer to note 1 in the Group’s annual financial statements for the year ended December 31, 2022.

(2)

Includes expenses for restructuring from exit and termination events.

(3)

Includes impairment losses on goodwill and intangible assets.

(4)

Includes advisory fees in connection with M&A activities.

(5)

Includes expenses related to a certain patent infringement litigation. While we face such litigation from time to time, the magnitude of costs is rarely significant and this litigation expense is substantially higher than all but one other patent litigation expense in the last 10 years. Accordingly, we view expenses related to this litigation as outside our normal course of operations and not representative of our expected and recurring expenses. Legal expenses for other normal, recurring legal proceedings and other legal matters are not included in this adjustment.

(6)

Includes corporate expenses, which have not been allocated to the reportable segments.

The Company does not present other items of the interim consolidated statement of loss and other comprehensive income and loss as well as assets and liabilities per segment as such information is not evaluated or used by the CODM for decision-making purposes on a regular basis.

The majority (78.8% and 79.5% as of September 30, 2023 and September 30, 2022, respectively) of non-current assets, comprising of goodwill, other intangible assets, property, plant and equipment as well as right-of-use assets are located in Finland. There is no other country, in which more than 8% of the total non-current assets are located, so that no other country is deemed individually material for the Group in all periods presented for the purpose of this disclosure.

4.   REVENUE FROM CONTRACTS WITH CUSTOMERS

Amer Sports operates primarily in one industry―the design, manufacturing, distribution, selling and marketing of sporting goods, apparel and footwear.

The Group is managed through its global brands supported by regional sales organizations and group wide platforms such as global operations and sourcing, IT and finance.

Amer Sports brands operate in the following key categories:

Technical Apparel. Technical Apparel includes Arc’teryx and Peak Performance.

Outdoor Performance. Outdoor Performance includes Salomon, Atomic, Armada and ENVE.

Ball & Racquet Sports. Ball & Racquet Sports includes Wilson, Demarini, Louisville Slugger, Evoshield, and ATEC.

Geographic revenues are presented according to customers’ location.

GEOGRAPHIC BREAKDOWN OF REVENUES

​	Three months ended September 30,				Nine months ended September 30,
USD million	2023		2022		2023		2022
EMEA (1)	​	411.5	​	296.8	​	998.5	​	814.6
Americas (2)	​	450.9	​	356.0	​	1,226.4	​	1,027.6
Greater China (3)	​	199.9	​	139.9	​	593.0	​	353.8
Asia Pacific (4)	​	84.1	​	54.8	​	235.4	​	154.1
Total	​	1,146.3	​	847.4	​	3,053.4	​	2,350.1

F-11

(1)

Consists of Europe, the Middle East and Africa. The revenue generated in this region primarily consists of sales in France, Germany, the UK, Austria, Switzerland, Sweden, Norway, Italy and Spain. No country in the region generated more than 5.1% of the total Group revenue and is therefore not deemed individually material for the Group in any of the periods presented.

(2)

Consists of the United States, Canada and certain countries in Latin America. Revenue generated in the United States comprised 71.2% and 75.1% of the sales of the region for the three months ended September 30, 2023 and 2022, respectively, and 74.5% and 78.3% of the sales of the region for the nine months ended September 30, 2023 and 2022, respectively. No other country in the region generated more than 7.6% of the total Group revenue and is therefore not deemed individually material for the Group in any of the periods presented.

(3)

Consists of Mainland China, Hong Kong, Taiwan and Macau. Revenue generated in Mainland China comprised 96.1% and 97.2% of the sales of the region for the three months ended September 30, 2023 and 2022, respectively, and 95.0% and 96.6% of the sales of the region for the nine months ended September 30, 2023 and 2022, respectively. No other country in the region generated more than 0.7% of the total Group revenue and is therefore not deemed individually material for the Group in any of the periods presented.

(4)

Excludes Greater China. The Company has its own sales companies in Japan, Korea, Australia and Malaysia in the region. No country in this region is deemed individually material in terms of revenues for the Group in any of the periods presented.

BREAKDOWN OF REVENUES BY SEGMENT

​	Three months ended September 30,				Nine months ended September 30,
USD million	2023		2022		2023		2022
Technical Apparel	​	384.6	​	227.7	​	1,042.7	​	658.8
Outdoor Performance	​	493.2	​	392.9	​	1,144.4	​	902.8
Ball & Racquet Sports	​	268.5	​	226.8	​	866.3	​	788.5
Total	​	1,146.3	​	847.4	​	3,053.4	​	2,350.1

BREAKDOWN OF REVENUES BY CHANNEL

​	Three months ended September 30,				Nine months ended September 30,
USD million	2023		2022		2023		2022
Wholesale	​	812.5	​	639.1	​	2,051.1	​	1,710.4
Retail	​	183.4	​	115.6	​	556.9	​	336.2
E-Commerce	​	150.4	​	92.7	​	445.4	​	303.4
Total	​	1,146.3	​	847.4	​	3,053.4	​	2,350.1

No single customer represented more than 10% of total revenue in any of the periods presented.

CONTRACT BALANCES

Contract liabilities amounted to USD 15.6 million as of September 30, 2023 (as of December 31, 2022: USD 20.8 million) and primarily relate to advance payments received as well as accrued discounts and rebates. The Company expects that these contract liabilities will result in revenue within one year.

F-12

5.   PENSIONS

Pension arrangements at September 30, 2023 have been reviewed in respect of the latest discount rates, inflation rates and asset valuations. A remeasurement loss of USD 1.8 million and USD 6.2 million (2022: loss of USD 3.0 million and gain of USD 6.0 million) has been recognized in the unaudited condensed consolidated interim statement of loss and other comprehensive income and loss for the three and nine months ended September 30, 2023, respectively.

The remeasurement loss recognized for the three and nine months ended September 30, 2023 consisted of a decrease in the obligations of USD 8.3 million and USD 5.9 million (2022: decrease of USD 14.6 million and USD 67.7 million), that was partly offset by an increase in asset valuations of USD 8.1 million and USD 2.5 million (2022: increase of USD 9.7 million and decrease of USD 48.1 million), respectively.

6.   SHARE-BASED PAYMENTS

Employee Stock Ownership Plan 2019 and Employee Stock Ownership Plan 2023

The Board approved the Employee Stock Ownership Plan 2023 (“2023 ESOP”) in January 2023. The objectives of the Employee Stock Ownership Plan 2019 (“2019 ESOP”) and 2023 ESOP are to align the interest of the shareholders and key employees in order to increase the value of the Company in the long-term, and to commit key employees to the Company. The 2019 ESOP and 2023 ESOP provide for awards in the form of stock options to the Group’s key employees, and it is an equity-settled arrangement, except for stock options granted to certain employees which allow them to elect for shares or cash settlement.

The maximum number of options under the 2019 ESOP and 2023 ESOP that may be granted is 3% and 1.2% respectively of all of the Company’s issued and outstanding shares.

Subject to a participant’s continued employment, options granted under the 2019 ESOP and 2023 ESOP will vest upon satisfaction of vesting conditions set out in an award agreement and an exit event (a public offering of the shares of the Company or a sale of a controlling majority of the shares in the Company or Amer Sports Corporation or any of its holding companies or the sale of the majority of the business assets of the Group) (the “exit event”).

In addition to an exit event, 35% of the options granted are time-vested, which vest evenly on an annual basis over a 5-year period and 3-year period for 2019 ESOP and 2023 ESOP respectively, 65% of the options granted are with Group and/or brand performances.

The vesting of the options is subject to an exit event, which is a non-market performance condition. No share-based payment cost for equity-settled awards and cash-settled awards has been recognized during the periods ended September 30, 2023 and 2022 since the occurrence of such event was not deemed probable during any of the reporting periods.

The number and weighted-average exercise prices of share options under the 2019 ESOP and 2023 ESOP were as follows:

2019 ESOP:

​	Nine months ended September 30, 2023
​	Number of options		Exercise price
Outstanding at January 1	​	2,897,801	EUR 23.60
Granted during the period	​	558,821	EUR 23.60
Forfeited during the period	​	0	0
Exercised during the period	​	0	0
Outstanding at September 30	​	3,456,622	EUR 23.60
Exercisable at September 30	​	0	0

The options outstanding at September 30, 2023 had an exercise price of EUR 23.60 and a remaining contractual life of 6.25 years (December 31, 2022: 7 years).

F-13

No options were exercised during the reporting periods.

During the nine months ended September 30, 2023, there were no options granted to employees who can elect shares or cash settlement under the 2019 ESOP.

2023 ESOP:

​	Nine months ended September 30, 2023
​	Number of options		Exercise price
Outstanding at January 1	​	0	EUR 32.20
Granted during the period	​	1,036,987	EUR 32.20
Forfeited during the period	​	-11,522	EUR 32.20
Exercised during the period	​	0	0
Outstanding at September 30	​	1,025,465	EUR 32.20
Exercisable at September 30	​	0	0

The options outstanding at September 30, 2023 had an exercise price of EUR 32.20 and a remaining contractual life of 6.25 years.

No options were exercised during the reporting periods.

Included in the above options are cash-settled awards granted to certain employees. On April 6, 2023, the Group granted 19,588 options to an employee who can elect shares or cash settlement. The exercise price of these options granted was EUR 32.20. Vested options are exercisable until December 31, 2029. The payoff of cash settlement, where applicable, is determined based on the share price of the Company at the time of exercise less the exercise price and relevant taxes.

Fair value of options granted

The fair value of the options has been measured using a Monte Carlo simulation model. Service and non-market performance conditions attached to the options were not taken into account in measuring fair value. Market performance condition was taken into account in measuring fair value. Equity-settled awards are measured on the grant date; cash-settled awards are remeasured until settlement.

The inputs used in the measurement of the fair values of equity-settled awards as at respective grant dates in the nine months ended September 30, 2023 and the year ended December 31, 2022, and the re-measurement of the fair values of cash-settled awards as at period end dates were as follows:

2019 ESOP:

​	Equity-settled awards		Cash-settled awards
​	September 30, 2023	December 31, 2022	September 30, 2023	December 31, 2022
​	Fair value at grant dates:		Remeasured fair value at period end dates:
Time vested options	EUR 23.13–27.84	EUR 18.88–22.94	EUR 28.90–30.15	EUR 22.22–22.87
Brand performance based options	EUR 22.08–22.86	EUR 18.32–22.02	EUR 28.73–31.11	EUR 22.22
Group performance based options	EUR 7.74–10.75	EUR 8.72–10.91	EUR 20.04– 20.22	EUR 11.01
Fair value of underlying share at grant dates	EUR 41.24–46.63	EUR 37.63–41.24	EUR 50.58	EUR 41.24
Exercise price	EUR 23.60	EUR 23.60	EUR 23.60	EUR 23.60
Expected volatility	40.3%–45.5%	39.0%–45.5%	40.7%–42.7%	41.8%–45.7%
Expected life	1.75–6.00 years	3.05–6.00 years	1.50–4.50 years	3.00–5.25 years
Expected dividends	0%	0%	0%	0%
Risk-free interest rate	2.3%–3.2%	0.3%–2.0%	2.8%–3.3%	2.5%

F-14

2023 ESOP:

​	Equity-settled awards	Cash-settled awards
​	September 30, 2023	September 30, 2023
​	Fair value at grant dates:	Remeasured fair value at period end dates:
Time vested options	EUR 18.29–21.39	EUR 23.82
Brand performance based options	EUR 17.08–17.51	EUR 21.89–25.70
Group performance based options	EUR 5.78–8.82	—
Fair value of underlying share at grant dates	EUR 42.71–46.63	EUR 50.58
Exercise price	EUR 32.20	EUR 32.20
Expected volatility	40.3%–44.0%	40.9%–42.4%
Expected life	1.63–4.00 years	1.50–3.52 years
Expected dividends	0%	0%
Risk-free interest rate	2.3%–3.2%	3.0%–3.3%

7.   FINANCE INCOME AND COST

​	Three months ended September 30,				Nine months ended September 30,
USD million	2023		2022		2023		2022
Finance income	​	1.4	​	0.6	​	4.5	​	2.1
Finance cost	​	​	​	​	​	​	​	​
Interest cost to related parties	​	-58.7	​	-31.1	​	-165.8	​	-97.8
Interest cost on other interest bearing debt	​	-48.3	​	-23.9	​	-122.4	​	-71.6
Exchange rate gains or losses	​	0.3	​	0.4	​	-1.0	​	4.7
Other finance cost	​	-2.7	​	-1.0	​	-7.4	​	-3.8
​	​	-109.4	​	-55.6	​	-296.6	​	-168.5
Net finance cost	​	-108.0	​	-55.0	​	-292.1	​	-166.4

8.   INCOME TAXES

In accordance with IAS 34 Interim Financial Reporting, income tax expense for the condensed consolidated interim financial statements is calculated on the basis of the average annual tax rate that is expected for the entire fiscal year, adjusted for the tax effect of certain items recognized in the full interim period. As such, the effective tax rate in the consolidated interim financial statements may differ from management’s best estimate of the effective rate.

The effective tax rate was -988% for the three months ended September 30, 2023 and 111% for the three months ended September 30, 2022. The change in effective tax rate from the three months ended September 30, 2022 to the three months ended September 30, 2023 results from an increase of non-deductible interest expenses.

The effective tax rate was -130% for the nine months ended September 30, 2023 and -43% for the nine months ended September 30, 2022. The change in effective tax rate from the nine months ended September 30, 2022 to the nine months ended September 30, 2023 results from an increase of non-deductible interest expenses.

F-15

9.   INTANGIBLE ASSETS

During the nine months ended September 30, 2023, there were no significant additions, disposals or impairments.

Impairment review

Impairment tests of goodwill and intangible assets with indefinite useful lives, such as trademarks, are performed when the management has identified indications of impairment or once a year when business plans for the next strategic planning horizon are approved by the management.

Goodwill is monitored by management at Cash Generating Unit (“CGU”) level, the level at which it and other intangible assets with indefinite lives are tested for impairment. The CGUs in the Group are the following: Winter Sports Equipment, Salomon Apparel and Footwear, Arc’teryx, Ball & Racquet Sports and Peak Performance.

In July 2023, the Company made a change in its CGUs to align with the way it now manages its business, and accounted for such change in accordance with IAS 36 Impairment of Assets . The Salomon equipment operations, previously part of the CGU Winter Sports Equipment, were transferred to the CGU Salomon Apparel and Footwear and the CGU was renamed to Salomon in the course of the restructuring. The Group was required, in accordance with IAS 36 Impairment of Assets , to allocate assets and liabilities, including goodwill, between the two CGUs. Goodwill was reallocated based on relative fair value in accordance with IAS 36.87. Goodwill and trademarks transferred from the CGU Winter Sports Equipment to the CGU Salomon amounted to USD 74.2 million and USD 146.3 million as of July 1, 2023, respectively.

The carrying amounts of goodwill and trademarks of the affected CGUs are as follows:

​	Goodwill				Trademarks
USD million	September 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022
Winter Sports Equipment	​	75.8	​	149.0	​	127.0	​	270.9
Salomon (previously Salomon Apparel and Footwear)	​	651.7	​	583.4	​	616.7	​	477.8

The Company performed an impairment review prior to the restructuring, which did not indicate any pre-existing impairment requirement. In accordance with IAS 36 Impairment of Assets, an internal restructuring of assets among CGUs only qualifies as an impairment indicator if the restructuring had an adverse effect on the Company. The Company’s assessment did not reveal any adverse effects triggered by the restructuring and thus the event was not considered an impairment indicator.

10.   PROPERTY, PLANT AND EQUIPMENT

USD million	Land		Buildings and constructions		Machinery and equipment		Advances paid and construction in progress		Property, plant and equipment
Initial cost at January 1, 2023	​	34.9	​	327.6	​	419.6	​	33.8	​	815.9
Additions	​	—	​	17.5	​	14.5	​	50.9	​	82.9
Divestments and disposals	​	—	​	—	​	-1.4	​	—	​	-1.4
Transfers	​	—	​	18.3	​	6.4	​	-38.5	​	-13.8
Translation differences	​	-0.2	​	-4.4	​	-4.8	​	-0.2	​	-9.6
Balance at September 30, 2023	​	34.7	​	359.0	​	434.3	​	45.9	​	874.0
Accumulated depreciation and impairment losses at January 1, 2023	​	—	​	181.4	​	272.5	​	—	​	453.9
Depreciation during the period	​	—	​	24.9	​	27.8	​	—	​	52.6

F-16

USD million	Land		Buildings and constructions		Machinery and equipment		Advances paid and construction in progress		Property, plant and equipment
Divestments and disposals	​	—	​	0.0	​	-1.0	​	—	​	-1.0
Transfers	​	—	​	-6.2	​	-7.3	​	—	​	-13.6
Translation differences	​	—	​	-2.7	​	-3.9	​	—	​	-6.6
Balance at September 30, 2023	​	0.0	​	197.3	​	288.1	​	0.0	​	485.4
Balance at September 30, 2023	​	34.7	​	161.7	​	146.2	​	45.9	​	388.6

During the nine months ended September 30, 2023, the Group’s additions to the right-of-use assets were primarily related to the lease contracts for new brand stores in several countries, such as Arc’teryx and Wilson brand stores in the USA and China as well as new warehouses in the USA.

11.   VALUATION PROVISIONS OF INVENTORIES

USD million	September 30, 2023		December 31, 2022
Inventories net realizable value valuation provision	​	32.3	​	24.7

Gross and net inventories

USD million	September 30, 2023		December 31, 2022
Gross inventories	​	1,229.8	​	937.2
Net realizable value valuation provision	​	-32.3	​	-24.7
Net inventories	​	1,197.5	​	912.5

USD million	September 30, 2023		December 31, 2022
Net inventories	​	​	​	​
Raw materials and consumables	​	53.5	​	46.9
Work in progress	​	62.1	​	36.3
Finished goods	​	1,081.9	​	829.3
​	​	1,197.5	​	912.5

12.   SHAREHOLDERS’ EQUITY (DEFICIT)

The authorized share capital of the Company is EUR 15,500,000 divided into 155,000,000 shares of a nominal or par value of EUR 0.10 each. As of September 30, 2023 and December 31, 2022, there were 115,220,745 A shares and 352,193 B shares outstanding, amounting to share capital of USD 642.2 million.

For the nine months ended September 30, 2023, a capital contribution was recognized related to the suspension of interest on related party loans. Refer to note 16 for further details on the temporary suspension of interest.

F-17

13.   INTEREST-BEARING LIABILITIES

USD million	Consolidated statement of financial position value September 30, 2023		Nominal interest rates
​	​	​	Long term 7.65%, Short term
Loans from financial institutions	​	2,116.8	6.34%–8.41%
Loans from related parties	​	4,012.8	7.90%, 5.67%
Lease liabilities	​	259.4	4.87%
Other interest-bearing liabilities	​	50.0	7.86%
Total	​	6,438.9	​

USD million	Consolidated statement of financial position value December 31, 2022		Nominal interest rates
​	​	​	Long term 5.13%, Short term
Loans from financial institutions	​	1,965.5	4.78%–7.78%
Loans from related parties	​	4,039.0	5.38%, 3.06%
Lease liabilities	​	196.5	4.46%
Other interest-bearing liabilities	​	35.0	7.10%
Total	​	6,236.0	​

14.   PROVISIONS

USD million	Product warranty		Restructuring		Other		Total
Balance at January 1, 2023	​	22.9	​	6.0	​	8.9	​	37.8
Translation differences	​	-0.2	​	-0.1	​	0.5	​	0.2
Provisions made during the period	​	3.8	​	0.1	​	0.6	​	4.5
Provisions used during the period	​	-3.3	​	-2.6	​	-2.1	​	-8.0
Balance at September 30, 2023	​	23.2	​	3.4	​	7.9	​	34.5
Long-term provisions	​	​	​	​	​	​	​	4.9
Current provisions	​	​	​	​	​	​	​	29.6
Total	​	​	​	​	​	​	​	34.5

The majority of the provisions resulted from repair or replacement of products during their warranty period. The majority of warranty provisions are realized within one year.

F-18

15.   COMMITMENTS

USD million	September 30, 2023		December 31, 2022
Guarantees	​	19.9	​	14.7
Other commitments	​	237.7	​	217.8

There are no guarantees or contingencies given for the management of the Group, for the shareholders, or for the associated companies.

Ongoing litigations

The Group has extensive international operations and is involved in a number of legal proceedings, including product liability suits. These litigations are assessed on an ongoing basis by evaluating the probability of any potential financial impact. The Group does not consider the outcome of any legal proceedings currently pending as probable and does not expect any materially adverse effect on the consolidated interim statement of loss and other comprehensive income or loss or consolidated interim statement of financial position.

16.   RELATED PARTY TRANSACTIONS

The scope of related parties defined in the most recent consolidated financial statements is applicable in the reporting period.

ANTA Sports transactions with the Company comprise the following:

​	Three months ended September 30,				Nine months ended September 30,
USD million	2023		2022		2023		2022
Purchases of goods and services from ANTA Sports	​	5.7	​	1.5	​	18.5	​	3.3
Sales to ANTA Sports	​	0.1	​	0.3	​	0.3	​	1.2

Sales to ANTA Sports are based on the same conditions that apply to third parties.

Key management includes the Board of Directors of Amer Sports, Inc., the Board of Directors of Amer Sports Holding 3 Oy and the Executive Committee and the Executive Board.

Compensation to key management recognized in earnings:

​	Three months ended September 30,				Nine months ended September 30,
USD million	2023		2022		2023		2022
Salaries and other short-term employee benefits	​	4.2	​	2.4	​	9.5	​	8.5
Post-employment benefits	​	0.1	​	0.1	​	0.4	​	0.2
Other long-term benefits	​	0.1	​	0.2	​	0.2	​	0.7
Total	​	4.4	​	2.7	​	10.1	​	9.4

No remuneration was paid to the Boards of Directors. Members of the Board of Directors do not have contractual retirement benefits with the Company and they are not included in Amer Sports’ incentive plans.

No loans have been granted to the key management.

F-19

The Company was granted the following long-term loans from the parent company Amer Sports Holding (Cayman) Limited:

USD million	September 30, 2023		December 31, 2022
Long-term loans from the parent company:	​	​	​	​
Investment Loan	​	2,636.6	​	2,654.5
Facility A Loan	​	1,377.2	​	1,386.6
Total	​	4,013.8	​	4,041.1

In relation to these long-term loans, the Company made prepayments for interest expenses amounting to USD 64.0 million and USD 39.4 million as of September 30, 2023 and December 31, 2022, respectively.

At the Group level, the Facility A Loan has been netted by upfront fee related to aforementioned loan.

​	Three months ended September 30,				Nine months ended September 30,
USD million	2023		2022		2023		2022
Interest expenses to the parent company:	​	​	​	​	​	​	​	​
Investment Loan	​	54.7	​	30.8	​	151.7	​	91.3
Facility A Loan	​	5.9	​	3.0	​	15.8	​	9.3
Total	​	60.6	​	33.8	​	167.5	​	100.6

The Investment Loan is an unsecured loan from Amer Sports Holding (Cayman) Limited. Borrowings thereunder accrue interest at a rate equal to the percentage rate per annum which is the aggregate of the applicable margin of 4.00%, 4.25% or 4.50%, depending on the current leverage ratio, and EURIBOR for any loans in euros, plus 0.25%. The Investment Loan matures on March 26, 2029.

The Facility A Loan is an unsecured loan from Amer Sports Holding (Cayman) Limited. Borrowings thereunder accrue interest at a rate equal to the percentage rate per annum which is the aggregate of the applicable margin of 2.00% or 1.75%, depending on the current leverage ratio, and EURIBOR, plus a margin to be determined from time to time. The Facility A Loan matures on March 26, 2029.

For the Investment Loan and Facility A Loan, the accrual of interest under both loans has been temporarily suspended subsequent to December 31, 2022 in contemplation of an initial public offering and the related equitization and repayment of the loans in connection with this event. The temporary suspension of interest is accounted for as a capital contribution.

The following balances are outstanding at the end of the respective reporting periods in relation to transactions with related parties (except for the long-term loan from the parent company mentioned above):

USD million	September 30, 2023		December 31, 2022
ANTA Sports	​	​	​	​
Current payables (purchases of goods and services from ANTA Sports)	​	6.6	​	5.3
Current receivables (sales to ANTA Sports)	​	0.0	​	0.0
Amer Sports Holding (Cayman) Limited	​	​	​	​
Accounts receivable, net	​	17.6	​	16.7
Key management personnel	​	​	​	​
Provisions short and long-term incentive	​	4.2	​	3.7
Amer Sports Management Company (Cayman) Limited	​	​	​	​
Loans from related parties taken in 2022	​	11.4	​	11.1

F-20

Current payables to and receivables from ANTA Sports have a short term maturity, are interest free and not secured.

For the loans from Amer Sports Management Company (Cayman) Limited taken in 2022, the accrual of interest has been temporarily suspended subsequent to December 31, 2022 in contemplation of an initial public offering and the related equitization and repayment of the loans in connection with this event. The temporary suspension of interest is accounted for as a capital contribution.

17.

BALANCE SHEET VALUES OF FINANCIAL ASSETS AND LIABILITIES BY MEASUREMENT CATEGORIES

September 30, 2023 USD million	Financial assets/ liabilities at fair value through profit and loss		Derivative financial instruments used in cash flow hedge accounting		Financial assets/ liabilities measured at amortized cost		Financial assets at fair value through OCI		Carrying amount by balance sheet item
NON-CURRENT FINANCIAL ASSETS	​	​	​	​	​	​	​	​	​	​
Other non-current financial assets	​	​	​	​	​	58.8	​	8.8	​	67.5
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	​	​	5.7	​	​	​	​	​	5.7
Interest rate derivatives	​	4.8	​	​	​	​	​	​	​	4.8
CURRENT FINANCIAL ASSETS	​	​	​	​	​	​	​	​	​	​
Hold-to-collect accounts receivable	​	​	​	​	​	633.8	​	​	​	633.8
Available for sale factoring receivables	​	​	​	​	​	​	​	20.7	​	20.7
Other non-interest yielding receivables (1)	​	​	​	​	​	137.5	​	​	​	137.5
Promissory notes (1)	​	​	​	​	​	​	​	2.4	​	2.4
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	4.5	​	21.9	​	​	​	​	​	26.4
Interest rate derivatives	​	​	​	1.0	​	​	​	​	​	1.0
Cash and cash equivalents	​	​	​	​	​	284.2	​	​	​	284.2
Balance by category at September 30, 2023	​	9.3	​	28.6	​	1,114.3	​	31.9	​	1,184.1
LONG-TERM FINANCIAL LIABILITIES	​	​	​	​	​	​	​	​	​	​
Long-term interest-bearing liabilities	​	​	​	​	​	5,797.7	​	​	​	5,797.7
Long-term lease liabilities	​	​	​	​	​	185.0	​	​	​	185.0
Other long-term liabilities	​	​	​	​	​	43.9	​	​	​	43.9
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	​	​	0.6	​	​	​	​	​	0.6
CURRENT FINANCIAL LIABILITIES	​	​	​	​	​	​	​	​	​	​
Current interest-bearing liabilities	​	​	​	​	​	381.9	​	​	​	381.9
Current lease liabilities	​	​	​	​	​	74.4	​	​	​	74.4
Accounts payable	​	​	​	​	​	389.4	​	​	​	389.4
Other current liabilities (2)	​	​	​	​	​	440.6	​	​	​	440.6
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	8.1	​	11.2	​	​	​	​	​	19.3
Interest rate derivatives	​	​	​	1.4	​	​	​	​	​	1.4
Balance by category at September 30, 2023	​	8.1	​	13.2	​	7,312.8	​	0.0	​	7,334.1

The current interest-bearing liabilities include short-term loans drawn from the revolving credit facility amounting to USD 331.8 million.

F-21

December 31, 2022 USD million	Financial assets/ liabilities at fair value through profit and loss		Derivative financial instruments used in cash flow hedge accounting		Financial assets/ liabilities measured at amortized cost		Financial assets at fair value through OCI		Carrying amount by balance sheet item
NON-CURRENT FINANCIAL ASSETS	​	​	​	​	​	​	​	​	​	​
Other non-current financial assets	​	​	​	​	​	55.3	​	8.9	​	64.2
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Interest rate derivatives	​	5.7	​	​	​	​	​	​	​	5.7
CURRENT FINANCIAL ASSETS	​	​	​	​	​	​	​	​	​	​
Hold-to-collect accounts receivable	​	​	​	​	​	658.7	​	​	​	658.7
Other non-interest yielding receivables (1)	​	​	​	​	​	124.4	​	​	​	124.4
Promissory notes (1)	​	​	​	​	​	​	​	5.5	​	5.5
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	5.9	​	17.6	​	​	​	​	​	23.5
Cash and cash equivalents	​	​	​	​	​	402.0	​	​	​	402.0
Balance by category at December 31, 2022	​	11.5	​	17.6	​	1,240.4	​	14.4	​	1,284.0
LONG-TERM FINANCIAL LIABILITIES	​	​	​	​	​	​	​	​	​	​
Long-term interest-bearing liabilities	​	​	​	​	​	5,831.2	​	​	​	5,831.2
Long-term lease liabilities	​	​	​	​	​	133.0	​	​	​	133.0
Other long-term liabilities	​	​	​	​	​	32.7	​	​	​	32.7
CURRENT FINANCIAL LIABILITIES	​	​	​	​	​	​	​	​	​	​
Current interest-bearing liabilities	​	​	​	​	​	208.3	​	​	​	208.3
Current lease liabilities	​	​	​	​	​	63.5	​	​	​	63.5
Accounts payable	​	​	​	​	​	435.6	​	​	​	435.6
Other current liabilities (2)	​	​	​	​	​	444.3	​	​	​	444.3
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	3.9	​	19.7	​	​	​	​	​	23.7
Interest rate derivatives	​	​	​	2.0	​	​	​	​	​	2.0
Balance by category at December 31, 2022	​	3.9	​	21.8	​	7,148.5	​	—	​	7,174.2

USD million	September 30, 2023		December 31, 2022
(1) Other non-interest yielding receivables	​	​	​	​
Prepaid expenses and other receivables	​	201.5	​	173.3
Other tax receivables	​	34.1	​	19.9
Derivative financial instruments	​	27.4	​	23.5
Promissory notes	​	2.4	​	5.5
Total	​	137.5	​	124.4
(2) Other current liabilities	​	​	​	​
Accrued liabilities	​	526.7	​	498.8
Other tax liabilities	​	65.4	​	28.8
Derivative financial instruments	​	20.7	​	25.7
Total	​	440.6	​	444.3

(3)

The values as per the consolidated interim statement of financial position of the derivatives have been recorded as they are disclosed in the Group’s consolidated statement of financial position and fair value reserve, and therefore cannot be reconciled with their actual fair values.

F-22

The following table presents the Group’s financial assets and liabilities that are measured at fair value at September 30, 2023:

​	Level 1		Level 2		Level 3		Total
Assets	​	​	​	​	​	​	​	​
Financial assets at fair value through profit or loss	​	—	​	9.3	​	—	​	9.3
Derivative financial instruments used in hedge accounting	​	—	​	28.6	​	—	​	28.6
Other non-current financial assets at fair value through OCI	​	—	​	—	​	31.9	​	31.9
Total	​	—	​	37.9	​	31.9	​	69.8
Liabilities	​	​	​	​	​	​	​	​
Financial liabilities at fair value through profit or loss	​	—	​	8.1	​	—	​	8.1
Derivative financial instruments used in hedge accounting	​	—	​	13.2	​	—	​	13.2
Total	​	—	​	21.3	​	—	​	21.3

The following table presents the Group’s financial assets and liabilities that are measured at fair value at December 31, 2022:

​	Level 1		Level 2		Level 3		Total
Assets	​	​	​	​	​	​	​	​
Financial assets at fair value through profit or loss	​	—	​	11.5	​	—	​	11.5
Derivative financial instruments used in hedge accounting	​	—	​	17.6	​	—	​	17.6
Other non-current financial assets at fair value through OCI	​	—	​	—	​	14.4	​	14.4
Total	​	—	​	29.1	​	14.4	​	43.5
Liabilities	​	​	​	​	​	​	​	​
Financial liabilities at fair value through profit or loss	​	—	​	3.9	​	—	​	3.9
Derivative financial instruments used in hedge accounting	​	—	​	21.8	​	—	​	21.8
Total	​	—	​	25.7	​	—	​	25.7

Carrying amounts of current financial instruments carried at amortized cost are reasonable approximation of fair value due to their short-term nature. Carrying amounts of loans from financial institutions, loans from related parties, and other interest-bearing liabilities approximate their fair values because the loans are at floating rate.

Level 1:   The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The Group does not have any financial instrument included in level 1.

Level 2:   The fair value of financial instruments that are not traded in an active market (e.g. over-the-counter derivatives) is determined using valuation techniques that maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3:   If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

Carrying amounts of current financial instruments carried at amortized cost are reasonable approximation of fair value due to their short-term nature.

The Group’s policy is to recognize transfers into and out of fair value hierarchy levels as at the end of the reporting period. There were no transfers between levels 2 and 3 for recurring fair value measurements during the reporting period.

The valuation process and valuation techniques, which are stated in the most recent consolidated annual financial statements, are applicable in the reporting period.

F-23

Specific valuation techniques used to value financial instruments include:

•

for interest rate swaps—the present value of the estimated future cash flows based on observable yield curves

•

for foreign currency forwards—the present value of future cash flows based on the forward exchange rates at the consolidated statement of financial position, and

•

for other financial instruments—discounted cash flow analysis.

All of the resulting fair value estimates are included in level 2, except for unlisted equity securities, promissory notes and available for sale factoring receivables, where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk. In cases where credit risk of counterparty is low and maturity is short-term, the carrying amount of such instrument approximates its fair value.

The following table shows the valuation technique used in measuring level 3 fair values for financial instruments in the unaudited condensed consolidated interim statement of financial position, as well as the significant unobservable inputs used.

Type	Valuation technique	Significant unobservable input
Unlisted equity securities	Market comparison approach: fair value of unlisted equity securities is determined by reference to market multiples of comparable listed companies, adjusted by discount for lack of marketability.	(i) Sales growth factor (ii) Risk-adjusted discount rate
Promissory notes	The carrying amount approximates fair value due to the short-term maturity of these instruments and low credit risk of counterparty.	The carrying amount approximates fair value due to the short-term maturity of these instruments and low credit risk of counterparty.
Available for sale factoring receivables	The carrying amount approximates fair value due to the short-term maturity of these instruments and low credit risk of counterparty.	The carrying amount approximates fair value due to the short-term maturity of these instruments and low credit risk of counterparty.

The following table presents the changes in level 3 items during the period:

USD million	Unlisted equity securities		Promissory notes		Available for sale factoring receivables		Total
Opening balance January 1, 2023	​	8.9	​	5.5	​	0.0	​	14.4
Additions	​	—	​	—	​	20.7	​	20.7
Disposals	​	—	​	-3.1	​	—	​	-3.1
Losses recognized in OCI	​	-0.1	​	—	​	—	​	-0.1
Losses recognized in the consolidated statement of loss *	​	—	​	—	​	—	​	—
Closing balance September 30, 2023	​	8.8	​	2.4	​	20.7	​	31.9

*

Gains or (losses) are recognized in financing costs. The amount includes unrealized gains or (losses) recognized in the consolidated interim statement of loss attributable to balances held at the end of the reporting period, if any.

F-24

18.   DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE

For the three and nine months ended September 30, 2023, the Company neither accounted for any discontinued operations nor reported assets or liabilities held-for-sale as of September 30, 2023.

During June 2021, the Company entered into a term sheet with Dongguan Liesheng Electronic Technology Co. Ltd (“Liesheng”), a leading Chinese technology company focusing on the smart & sport wearables electronics segment, in regards to the disposal of Suunto. The assets and liabilities of the disposal group were classified as held-for-sale and it was concluded that the disposal group qualifies as a discontinued operation. On December 28, 2021, an agreement was reached with Liesheng to acquire the Suunto business subject to the satisfaction of customary closing conditions.

The closing of the transaction was completed on May 6, 2022. The consolidated cash and debt-free sales value amounted to USD 18.3 million (net of transaction costs). The loss on disposal upon the sale of the Suunto business amounted to USD 5.5 million and was reported under loss from discontinued operations, net of tax.

Upon classifying Suunto as held-for-sale in 2021, an impairment loss in the amount of USD 77.5 million was recognized in accordance with IAS 36 Impairment of Assets.

For further information about the discontinued operation, please refer to note 29 in the Group’s annual financial statements for the year ended December 31, 2022.

19.   LOSS PER SHARE

The following table presents an overview of the calculated basic and diluted loss per share:

​

Three months ended September 30, 2023

Three months ended September 30, 2022

USD million (except for share and loss per share information)

Continuing operations

Discontinued operation

Total

Continuing operations

Discontinued operation

Total

Loss for the period, attributable to the owners of the Company

​

-35.9

​

—

​

-35.9

​

-1.7

​

-0.5

​

-2.2

Weighted-average number of ordinary shares

​

115,572,938

​

115,572,938

​

115,572,938

​

115,572,938

​

115,572,938

​

115,572,938

Loss per share basic

​

-0.31

​

—

​

-0.31

​

-0.01

​

0.00

​

-0.01

Loss per share diluted

​

-0.31

​

—

​

-0.31

​

-0.01

​

0.00

​

-0.01

​

Nine months ended September 30, 2023

Nine months ended September 30, 2022

USD million (except for share and loss per share information)

Continuing operations

Discontinued operation

Total

Continuing operations

Discontinued operation

Total

Loss for the period, attributable to the owners of the Company

​

-113.9

​

—

​

-113.9

​

-82.6

​

-21.8

​

-104.4

Weighted-average number of ordinary shares

​

115,572,938

​

115,572,938

​

115,572,938

​

115,494,673

​

115,494,673

​

115,494,673

Loss per share basic

​

-0.99

​

—

​

-0.99

​

-0.72

​

-0.19

​

-0.91

Loss per share diluted

​

-0.99

​

—

​

-0.99

​

-0.72

​

-0.19

​

-0.91

F-25

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Amer Sports, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Amer Sports, Inc. and subsidiaries (the Company) as of December 31, 2022, 2021 and January 1, 2021, the related consolidated statements of loss and other comprehensive income and loss, cash flows, and changes in shareholders’ equity (deficit) for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, 2021, and January 1, 2021 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Correction of Misstatements

As discussed in Note 3 to the consolidated financial statements, the 2022, 2021, and 2020 consolidated financial statements have been restated to correct certain misstatements.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of goodwill and trademarks for the Peak Performance and Winter Sports Equipment cash generating units

As described in Notes 2 and 9 to the consolidated financial statements, the Group’s cash generating units (CGUs) are tested for impairment when management has identified indications of impairment or at least once a year. An impairment loss is recognized in the consolidated statement of loss and other comprehensive income and loss when the carrying amount of the CGU is greater than the recoverable amount. The recoverable

F-26

amounts of all CGUs were determined by the higher of fair value less cost of disposal and value in use (VIU). VIU has been calculated using the discounted cash flow method for each CGU. The Group recorded goodwill and trademarks of USD 149.0 million and USD 270.9 million, respectively, for the Winter Sports Equipment CGU as of December 31, 2022. The Group recorded trademarks of USD 151.6 million for the Peak Performance CGU as of December 31, 2022. During the year ended December 31, 2022, the Group recorded an impairment loss on goodwill of USD 179.0 million and on trademarks of USD 19.1 million for the Peak Performance CGU.

We identified the evaluation of the impairment assessment of goodwill and trademarks of the Peak Performance and Winter Sports Equipment CGUs as a critical audit matter. A high degree of subjective auditor judgement was required to evaluate management’s significant assumptions included in the projected discounted cash flows used in the determination of the recoverable amount of the CGUs, specifically the revenue growth rate and discount rate assumptions. Additionally, the audit effort associated with this estimate required specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter. We performed a sensitivity analysis over the revenue growth rate and discount rate assumptions to assess the impact that changes to these assumptions would have had on the recoverable amount of the Winter Sports Equipment and Performance Peak CGUs. We compared the Group’s historical revenue forecasts for such CGUs to actual results to assess management’s ability to accurately forecast. We involved valuation professionals with specialized skills and knowledge who assisted in:

•

evaluating the discount rate assumptions by testing the source information underlying management’s determination of the discount rates and developing a range of independent estimates and comparing those to the discount rates selected by management.

•

evaluating market transactions and comparable company revenue growth rates to develop a range of independent market participants’ growth rates and comparing to those selected by management.

/s/ KPMG AB

We have served as the Company’s auditor since 2019.

Stockholm, Sweden
August 11, 2023

F-27

CONSOLIDATED STATEMENT OF LOSS AND OTHER COMPREHENSIVE INCOME AND LOSS

​	​	For the year ended December 31,
USD million (except for loss per share information)	Notes	Restated 2022		Restated 2021		Restated 2020
Continuing operations	​	​	​	​	​	​	​
Revenue	5	​	3,548.8	​	3,066.5	​	2,446.3
Cost of goods sold	​	​	-1,785.2	​	-1,560.9	​	-1,297.4
Gross profit	​	​	1,763.6	​	1,505.6	​	1,148.9
Selling and marketing expenses	​	​	-1,107.6	​	-962.6	​	-733.2
Administrative and other expenses	​	​	-415.1	​	-364.4	​	-277.3
Impairment losses	9; 28	​	-201.7	​	-0.7	​	-20.5
Other operating income	6	​	11.4	​	9.0	​	7.2
Operating profit	​	​	50.6	​	186.9	​	125.1
Finance income	​	​	3.3	​	2.3	​	1.6
Finance cost	​	​	-236.5	​	-279.0	​	-274.1
Net finance cost	11	​	-233.2	​	-276.7	​	-272.5
Loss before tax	​	​	-182.6	​	-89.8	​	-147.4
Income tax expense	12	​	-48.3	​	-34.7	​	-26.2
Loss from continuing operations	​	​	-230.9	​	-124.5	​	-173.6
Loss from discontinued operations, net of tax	29	​	-21.8	​	-1.8	​	-63.6
Net loss	​	​	-252.7	​	-126.3	​	-237.2
Loss attributable to:	​	​	​	​	​	​	​
Equity holders of the Company	​	​	-252.7	​	-126.3	​	-237.2
Loss per share	30	​	​	​	​	​	​
Basic loss per share (continuing operations)	​	​	-2.00	​	-1.08	​	-1.51
Diluted loss per share (continuing operations)	​	​	-2.00	​	-1.08	​	-1.51
Basic loss per share (discontinued operations)	​	​	-0.19	​	-0.02	​	-0.55
Diluted loss per share (discontinued operations)	​	​	-0.19	​	-0.02	​	-0.55
Total Basic loss per share	​	​	-2.19	​	-1.10	​	-2.06
Total Diluted loss per share	​	​	-2.19	​	-1.10	​	-2.06
Net loss	​	​	-252.7	​	-126.3	​	-237.2
Other comprehensive income (OCI)	​	​	​	​	​	​	​
Items that will not be reclassified to profit or loss	​	​	​	​	​	​	​
Remeasurement effects of postemployment benefit plans	8	​	14.1	​	23.2	​	2.6
Income tax related to remeasurement effects	​	​	-3.0	​	-5.2	​	-0.5
Writedown of other investments through OCI	​	​	-10.9	​	—	​	—
Items that subsequently may be reclassified to profit or loss	​	​	​	​	​	​	​
Translation differences	​	​	148.1	​	260.5	​	-285.7
Translation differences of disposed foreign subsidiary	​	​	—	​	-4.9	​	—
Cash flow hedges	25	​	-11.6	​	54.5	​	-29.2
Income tax related to cash flow hedges	25	​	2.3	​	-10.9	​	5.9
Other comprehensive income (loss), net of tax	​	​	139.0	​	317.2	​	-306.9
TOTAL COMPREHENSIVE INCOME (LOSS)	​	​	-113.7	​	190.9	​	-544.1
Total comprehensive income (loss) attributable to:	​	​	​	​	​	​	​
Equity holders of the Company	​	​	-113.7	​	190.9	​	-544.1

The notes are an integral part of the consolidated financial information.

F-28

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

USD million	Notes	Restated December 31, 2022		Restated December 31, 2021		Restated January 1, 2021
ASSETS	​	​		​		​
NON-CURRENT ASSETS	​	​	​	​	​	​	​
Intangible assets	13	​	2,755.9	​	2,870.4	​	3,083.3
Goodwill	13	​	2,242.4	​	2,480.3	​	2,561.2
Property, plant and equipment	14	​	361.9	​	368.7	​	401.9
Right-of-use assets	22	​	183.6	​	211.8	​	251.7
Non-current financial assets	15	​	8.9	​	0.3	​	0.4
Other non-current assets	​	​	61.0	​	24.7	​	13.5
Deferred tax assets	12	​	108.7	​	101.6	​	154.9
TOTAL NON-CURRENT ASSETS	​	​	5,722.4	​	6,057.8	​	6,466.9
CURRENT ASSETS	​	​	​	​	​	​	​
Inventories	16	​	912.5	​	582.8	​	569.5
Accounts receivable, net	28	​	658.7	​	530.5	​	589.1
Related party receivable	26	​	16.7	​	19.5	​	13.8
Prepaid expenses and other receivables	17	​	173.3	​	119.1	​	109.5
Current tax assets	​	​	9.5	​	13.7	​	15.0
Cash and cash equivalents	15	​	402.0	​	566.7	​	389.5
Assets held for sale	29	​	—	​	60.0	​	469.2
TOTAL CURRENT ASSETS	​	​	2,172.7	​	1,892.3	​	2,155.6
TOTAL ASSETS	​	​	7,895.1	​	7,950.1	​	8,622.5
SHAREHOLDERS’ EQUITY (DEFICIT) AND LIABILITIES EQUITY (DEFICIT)	​	​	​	​	​	​	​
Share capital	18	​	642.2	​	640.4	​	640.4
Reserves	18	​	-3.1	​	6.2	​	-37.4
Accumulated deficit	18	​	-713.0	​	-608.6	​	-755.9
TOTAL EQUITY (DEFICIT)	​	​	-73.9	​	38.0	​	-152.9
LIABILITIES	​	​	​	​	​	​	​
LONG-TERM LIABILITIES	​	​	​	​	​	​	​
Lease liabilities	19; 22	​	133.0	​	158.2	​	195.0
Loans from financial institutions	19	​	1,792.2	​	1,896.2	​	2,161.4
Loans from related parties	19; 26	​	4,039.0	​	4,139.8	​	4,364.9
Defined benefit pension liabilities	8	​	31.8	​	51.9	​	79.0
Other liabilities	​	​	11.9	​	13.6	​	25.7
Provisions	21	​	5.6	​	5.6	​	6.2
Long-term tax liabilities	​	​	20.8	​	21.3	​	21.6
Deferred tax liabilities	12	​	655.3	​	678.3	​	761.7
TOTAL LONG-TERM LIABILITIES	​	​	6,689.6	​	6,964.9	​	7,615.5
CURRENT LIABILITIES	​	​	​	​	​	​	​
Interest-bearing liabilities	19	​	208.3	​	34.8	​	198.2
Lease liabilities	19; 22	​	63.5	​	66.5	​	66.0
Accounts payable	​	​	435.6	​	320.2	​	293.0
Other liabilities	20	​	498.8	​	410.5	​	386.6
Provisions	21	​	32.2	​	45.3	​	27.6
Current tax liabilities	​	​	41.0	​	41.1	​	37.3
Liabilities directly associated with assets held for sale	29	​	—	​	28.8	​	151.2
TOTAL CURRENT LIABILITIES	​	​	1,279.4	​	947.2	​	1,159.9
TOTAL LIABILITIES	​	​	7,969.0	​	7,912.1	​	8,775.4
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) AND LIABILITIES	​	​	7,895.1	​	7,950.1	​	8,622.5

The notes are an integral part of the consolidated financial information.

F-29

CONSOLIDATED STATEMENT OF CASH FLOWS

​	​	For the year ended December 31,
USD million	Notes	Restated 2022		Restated 2021		Restated 2020
NET CASH FLOW FROM OPERATING ACTIVITIES	​	​	​	​	​	​	​
Net loss	​	​	-252.7	​	-126.3	​	-237.2
Adjustments for:	​	​	​	​	​	​	​
Depreciation and amortization	​	​	197.0	​	206.1	​	230.1
Impairment losses on continuing operations	​	​	201.7	​	0.7	​	20.5
Impairment losses on discontinued operations	​	​	—	​	77.5	​	20.8
(Gains)/losses on sale of discontinued operations	​	​	0.7	​	-116.0	​	—
Gain on sale of property, plant and equipment	​	​	-0.3	​	—	​	-0.1
Other non-cash valuation (gains)/losses	​	​	11.3	​	-6.1	​	6.7
Net finance expenses	​	​	232.7	​	277.0	​	273.9
Income tax expense	​	​	48.5	​	31.9	​	14.8
Changes in:	​	​	​	​	​	​	​
Inventories	​	​	-355.2	​	-50.9	​	43.8
Trade receivables	​	​	-149.1	​	36.2	​	114.8
Other current receivables	​	​	-24.9	​	-17.9	​	26.2
Accounts payables	​	​	115.5	​	43.4	​	-31.4
Other liabilities	​	​	58.8	​	67.9	​	-33.1
Cash generated from operating activities	​	​	84.0	​	423.5	​	449.8
Interest paid	​	​	-118.1	​	-125.7	​	-124.6
Interest received	​	​	3.1	​	1.5	​	0.6
Income taxes paid	​	​	-60.7	​	-31.3	​	-27.9
Total net cash flows (used in)/from operating activities	​	​	-91.7	​	268.0	​	297.9
NET CASH FLOW FROM INVESTING ACTIVITIES	​	​	​	​	​	​	​
Disposal of discontinued operations, net of cash disposed	29	​	20.3	​	393.8	​	—
Acquisition of property, plant and equipment	​	​	-77.7	​	-60.7	​	-91.3
Acquisition of intangible assets	​	​	-32.1	​	-33.0	​	-14.7
Proceeds from sale of property, plant and equipment	​	​	0.2	​	0.5	​	0.1
Acquisition of non-current financial assets	​	​	-19.4	​	—	​	—
Acquisition of right-of-use assets	​	​	-9.9	​	-5.2	​	-0.8
Net cash flow (used in)/from investing activities	​	​	-118.6	​	295.4	​	-106.7
NET CASH FLOW FROM FINANCING ACTIVITIES	​	​	​	​	​	​	​
Proceeds from short-term borrowings from financial institutions	​	​	409.8	​	135.0	​	691.1
Repayments of short-term borrowings from financial institutions	​	​	-237.5	​	-293.8	​	-724.9
Proceeds from long-term borrowings from financial institutions	​	​	—	​	—	​	111.0
Proceeds from long-term borrowings from related parties	​	​	11.7	​	—	​	13.9
Repayments of long-term borrowings from financial institutions	​	​	—	​	-120.8	​	-180.9
Repayments of long-term borrowings from related parties	​	​	—	​	-15.4	​	—
Payments of lease liabilities	​	​	-73.5	​	-72.8	​	-65.6
Other financing items*	​	​	-29.4	​	-1.9	​	-9.9
Net cash flow from/(used in) financing activities	​	​	81.1	​	-369.7	​	-165.3
CHANGE IN CASH AND CASH EQUIVALENTS	​	​	-129.2	​	193.6	​	25.9
Cash and cash equivalents	​	​	​	​	​	​	​
Cash and cash equivalents at year end, continuing operations	15	​	402.0	​	566.7	​	389.5
Cash and cash equivalents at year end, discontinued operations	​	​	—	​	0.9	​	6.9
Translation differences	​	​	-36.4	​	-22.4	​	27.1
Cash and cash equivalents at year beginning	​	​	567.6	​	396.4	​	343.4
CHANGE IN CASH AND CASH EQUIVALENTS	​	​	-129.2	​	193.6	​	25.9

*

Including cash flows from hedging intercompany items from the statement of financial position.

The notes are an integral part of the consolidated financial information.

F-30

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

​	Equity attributable to the equity holders of the parent company
USD million	(Restated) Share capital		(Restated) Cash flow hedge reserve		(Restated) Translation differences		(Restated) Remeasurements		(Restated) Accumulated deficit of the period		(Restated) Accumulated deficit (Total)		(Restated) Total
Balance at January 1, 2020	​	640.4	​	-14.1	​	-8.2	​	5.8	​	-232.7	​	-235.1	​	391.2
Other comprehensive income: Translation differences	​	—	​	—	​	-285.7	​	—	​	—	​	-285.7	​	-285.7
Remeasurement effects of postemployment benefit plans	​	—	​	—	​	—	​	2.6	​	—	​	2.6	​	2.6
Cash flow hedges	​	—	​	-29.2	​	—	​	—	​	—	​	—	​	-29.2
Income tax related to OCI	​	—	​	5.9	​	—	​	-0.5	​	—	​	-0.5	​	5.4
Loss for the period	​	—	​	—	​	—	​	—	​	-237.2	​	-237.2	​	-237.2
Other comprehensive loss, net of tax	​	—	​	-23.3	​	-285.7	​	2.1	​	-237.2	​	-520.8	​	-544.1
Balance at December 31, 2020 / January 1, 2021	​	640.4	​	-37.4	​	-293.9	​	7.9	​	-469.9	​	-755.9	​	-152.9
Other comprehensive income: Translation differences	​	—	​	—	​	255.6	​	—	​	—	​	255.6	​	255.6
Remeasurement effects of postemployment benefit plans	​	—	​	—	​	—	​	23.2	​	—	​	23.2	​	23.2
Cash flow hedges	​	—	​	54.5	​	—	​	—	​	—	​	—	​	54.5
Income tax related to OCI	​	—	​	-10.9	​	—	​	-5.2	​	—	​	-5.2	​	-16.1
Loss for the period	​	—	​	—	​	—	​	—	​	-126.3	​	-126.3	​	-126.3
Other comprehensive income, net of tax	​	—	​	43.6	​	255.6	​	18.0	​	-126.3	​	147.3	​	190.9
Balance at December 31, 2021	​	640.4	​	6.2	​	-38.3	​	25.9	​	-596.2	​	-608.6	​	38.0
Other comprehensive income: Translation differences	​	—	​	—	​	148.1	​	—	​	—	​	148.1	​	148.1
Remeasurement effects of postemployment benefit plans	​	—	​	—	​	—	​	14.1	​	—	​	14.1	​	14.1
Cash flow hedges	​	—	​	-11.6	​	—	​	—	​	—	​	—	​	-11.6
Income tax related to OCI	​	—	​	2.3	​	—	​	-3.0	​	—	​	-3.0	​	-0.7
Writedown of other investment through OCI	​	—	​	—	​	—	​	—	​	-10.9	​	-10.9	​	-10.9
Loss for the period	​	—	​	—	​	—	​	—	​	-252.7	​	-252.7	​	-252.7
Other comprehensive income, net of tax	​	—	​	-9.3	​	148.1	​	11.1	​	-263.6	​	-104.4	​	-113.7
Transactions with owners:	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Capital increase	​	1.8	​	—	​	—	​	—	​	—	​	—	​	1.8
Balance at December 31, 2022	​	642.2	​	-3.1	​	109.8	​	37.0	​	-859.8	​	-713.0	​	-73.9

Note 18 provides additional information on shareholders’ equity and note 25 on the cash flow hedge reserves.

The notes are an integral part of the consolidated financial information.

F-31

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.   The Company

Background and description of the business

Amer Sports, Inc. (formerly Amer Sports Management Holding (Cayman) Limited) (the “Company”) was founded on January 3, 2020 and is incorporated and domiciled in Grand Cayman, the Cayman Islands. The Company’s registered office is Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands. Hereinafter, the Company and its consolidated subsidiaries are referred to as the “Group” or “Amer Sports”. The ultimate parent company of the Group is Amer Sports Holding (Cayman) Limited (the “parent company”).

Amer Sports is a global platform of sport and outdoor brands, including Arc’teryx, Salomon, Wilson, Atomic and Peak Performance. Amer Sports manufactures, markets and sells sports equipment, apparel, and footwear through wholesale and direct to consumer channels globally and has a sales network in 34 countries, with North America, Europe, Asia and China being the main market areas.

Amer Sports Corporation, our wholly-owned subsidiary, was founded in 1950. On April 1, 2019, Amer Sports Corporation was acquired by a consortium consisting of ANTA Sports Products Limited (a sportswear company in China, “ANTA Sports”), FountainVest Partners (private equity firm in Asia), Anamered Investments Inc. (an investment vehicle owned by Chip Wilson) and Tencent Holdings Limited (a technology company in Asia), each of which initially owned their interests in Amer Sports Holding (HK) Limited, an indirect parent of Amer Sports Corporation following the acquisition, through Amer Sports Holding (Cayman) Limited (the “Acquisition”).

In 2022, in preparation for a potential initial public offering, the Group undertook a reorganization pursuant to which Amer Sports Holding (Cayman) Limited exchanged its shares of Amer Sports Holding (HK) Limited for new shares of Amer Sports Management Holding (Cayman) Limited, the new holding company parent of Amer Sports Holding (HK) Limited. Amer Sports Holding (HK) Limited is the immediate parent of Amer Sports Holding 3 Oy, the predecessor entity of the Company (the “predecessor entity”). Amer Sports Corporation is a wholly-owned indirect subsidiary of the predecessor entity.

2.   Significant Accounting Policies

Basis of preparation

The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The reorganization noted above was accounted for as a capital reorganization applying the predecessor accounting method. Under predecessor accounting, the Group carries forward the predecessor carrying values of the net assets and liabilities assumed as previously reflected in the financial statements of the predecessor entity and the comparative balances are presented on that basis except for restatements due to changes in accounting principles, classification and corrections of errors as disclosed below in note 3.

The reorganization was applied fully retrospectively, so that the Company’s share capital and outstanding ordinary shares are retrospectively presented in the consolidated statement of changes in shareholders’ equity for the comparative periods as of December 31, 2021, December 31, 2020 and January 1, 2020. The same basis of outstanding ordinary shares has been applied for the earnings per share calculation for the comparative periods.

The consolidated financial statements are presented in millions of U.S. dollars (USD). The presented figures and percentages are subject to rounding adjustments, which may cause discrepancies between the sum of the individual figures and the presented aggregated column and row totals. The figures have been prepared under the historical cost basis except for the revaluation of financial instruments that are measured at revalued amounts or fair values at the end of each reporting period as well as derivative financial instruments at fair value, as explained in the accounting policies below. The consolidated financial statements

F-32

have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of the business.

The preparation of consolidated financial statements requires the use of certain accounting estimates. The areas that require a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed below.

The consolidated financial statements for the Group have been authorized for issue by the Board of Directors on August 11, 2023.

Principles of consolidation

The consolidated financial statements comprise the financial statements of the parent company and include all subsidiaries over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Companies acquired during the financial year have been included in the consolidated financial statements from the date when control was obtained. Similarly, divested subsidiaries are included up to the date when control has been relinquished.

The ownership of the subsidiary shares within the Group are eliminated using the acquisition method. The transferred consideration and all the identifiable assets and liabilities of an acquired company are measured at fair values at the date of acquisition. Goodwill is recognized as the amount by which the total transferred consideration exceeds the fair value of the acquired net assets.

Intercompany transactions, profit distribution as well as intercompany receivables, liabilities and unrealized gains between Group companies are eliminated in consolidation.

Change in accounting principles and correction of errors

Certain amounts in the consolidated statement of financial position, consolidated statement of loss and other comprehensive income and loss, consolidated statements of cash flows and consolidated statement of changes in shareholders’ equity (deficit) for all periods presented have been restated due to changes in classification resulting from changes in accounting principle and due to correction of errors. The impact and description of these restatements are disclosed in note 3. Throughout the consolidated financial statements, columns indicating figures that have been restated, are indicated with the label restated.

Macroeconomic environment

Two major events that impacted the business of the Group during the reporting periods were the COVID-19 pandemic and the Russia-Ukraine war.

COVID-19 pandemic

The outbreak of a novel strain of coronavirus (“COVID-19”) caused governments and public health officials to impose restrictions and recommend precautions to mitigate the spread of the virus. In 2020, the Company took several temporary measures, including temporary layoffs, a travel and recruitment freeze, postponing certain projects and temporary store closings negatively influencing revenue. In 2022 and 2021, the COVID-19 pandemic did not have any major negative impact on the Company’s operations.

The extent to which COVID-19 continues to impact the Company’s operations, and in turn, its operating results and financial position will depend on future developments, which are highly uncertain and cannot be predicted. At the current time, management does not anticipate any long-term adverse effects, but continues to monitor any effects on inventories and other significant estimates.

Russia-Ukraine conflict

As a result of the conflict between Russia and Ukraine and the sanctions imposed against Russia, the Group put all its shipments to Russia on hold on February 26, 2022 and suspended all significant commercial activities in Russia by the end of fiscal year 2022 indefinitely, including store, e-commerce channels, and shipments to the Company’s wholesale partners. The Group’s sales in Russia were USD 56.0 million in 2021

F-33

and decreased to USD 18.7 million in 2022. The total assets of our Russian subsidiary ASRUS ZAO Amer Sports amounted to USD 22.4 million as of December 31, 2022. The Company maintains a leased office space in Russia and a limited number of employees to safeguard the operations of the entity, file statutory financial statements and monitor the local market to secure the Company’s global brand assets.

Assets held for sale and discontinued operations

Assets or a disposal group of assets and liabilities is categorized as held for sale when the economic benefits gained from it will be accrued primarily from its sale rather than from continuous use. Assets or disposal groups held for sale are measured at the lower of carrying amount or fair value less costs to sell and disclosed as a separate line item in the consolidated statement of financial position. These assets are not amortized or depreciated.

An impairment loss is recognized for any initial or subsequent write-down of the asset or a disposal group to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of an asset or a disposal group, but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the non-current asset or a disposal group is recognized at the date of derecognition.

A discontinued operation is a component of the Group’s business that has been disposed of or will be disposed of in accordance with a coordinated plan. It represents a separate major line of business or geographical area of operations. Any gain or loss from disposal, together with the profit or loss of a discontinued operation until the date of disposal, is reported separately from income and expenses of the continuing operations in the consolidated statement of loss and other comprehensive income and loss. The prior periods in these statements are presented on a comparative basis. Intercompany income and expenses between continuing and discontinued operations are eliminated.

More details on the assets held for sale and discontinued operations are disclosed under note 29.

New and amended standards and interpretations

The Group has applied the following new and revised standards, amendments and interpretations that are required to be applied as of January 1, 2022:

•

IAS 37 (amendment):   Onerous Contracts—Cost of Fulfilling a Contract—no material impact

•

IAS 16 (amendment):   Property, Plant and Equipment: Proceeds before Intended Use—no material impact

•

IFRS 3 (amendment):   Reference to the Conceptual Framework—no material impact

•

Small changes to various standards or interpretations as part of the annual improvements to IFRS project—no material impact

New IFRS standards not yet effective

The following standards that are issued but not yet effective will be adopted in 2023 or later:

•

IAS 1 (amendment):   Classification of Liabilities as Current or Non-current

•

IAS 1 (amendment):   Disclosure of Accounting Policies

•

IAS 8 (amendment):   Definition of Accounting Estimates

•

IAS 12 (amendment):   Deferred tax related to Assets and Liabilities arising from a Single Transaction

•

Small changes to various standards or interpretations as part of the annual improvements to IFRS project

Management has concluded that the adoption of any of the above accounting pronouncements, that were issued but not effective for the period ended December 31, 2022, will not have a material impact on the Group’s consolidated financial statements.

F-34

Foreign currency transactions and translation

The Company’s consolidated financial statements are presented in USD. The functional currency of the parent company is EUR, while the functional currency for each subsidiary is its local currency or the currency in which the subsidiary mainly operates. Transactions involving the translation to the respective functional currencies of values denominated in foreign currencies are classified as monetary or non-monetary, thereby defining the measurement and recognition of foreign currency translation gains and losses applicable to a transaction.

The Group companies record transactions in foreign currencies at the rate on the transaction date or at an estimated rate sufficiently close to the rate on the transaction date. Assets and liabilities denominated in foreign currencies that are outstanding at the end of the financial year are translated at the closing rate of exchange in effect on the balance sheet date. Foreign exchange gains and losses related to operational transactions are presented within operating expenses above Operating profit. Exchange rate gains and losses on foreign currency-denominated loans and other receivables and liabilities connected with financing transactions are recorded at their net values as finance income and expenses.

The consolidated statement of loss and other comprehensive income and loss is translated into U.S. dollars by consolidating each calendar month separately using the actual daily average for the month, whereby the sum of the twelve calendar months represents the whole year. Translation differences arising from the translation of the net investment in non-U.S. operations are booked to translation differences in other comprehensive income. On disposal of a foreign operation, the accumulated amount of translation differences relating to the disposed foreign operation is reclassified to profit or loss.

Financial instruments

A financial instrument is a contract that gives rise to a financial asset of one party and a financial liability or equity instrument of another party. These include both non-derivative financial instruments, such as accounts receivables and payables, and derivative financial instruments, such as foreign exchange contracts.

Financial assets

Categorization and measurement

In accordance with IFRS 9 Financial Instruments, financial assets are categorized as:

I.

financial assets at fair value through profit or loss

II.

financial assets measured at amortized cost

III.

financial assets at fair value through other comprehensive income and loss (OCI)

The classification of financial assets at initial recognition depends on the contractual cash flow characteristics of the financial asset and the Group’s business model for managing them. All purchases or sales of financial assets are recognized on the settlement date.

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Derivatives are classified at fair value through profit and loss unless they are designated as effective hedging instruments.

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognized in the consolidated statement of loss and other comprehensive income and loss. Assets in this category are classified as current assets, except for maturities over 12 months after the balance sheet date.

The Group measures financial assets at amortized cost if both of the following conditions are met:

•

the financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and

F-35

•

the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

Financial assets at amortized cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired. Financial assets are included in current assets, except for maturities over 12 months after the balance sheet date.

The Group’s financial assets at amortized cost include accounts receivables, other non-current financial assets and other non-interest yielding receivables.

The Group measures financial assets at fair value through OCI (FVOCI) if both of the following conditions are met:

•

the financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling; and

•

the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

For financial assets at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognized in the consolidated statement of loss and other comprehensive income and loss and computed in the same manner as for financial assets measured at amortized cost. The remaining fair value changes are recognized in OCI.

Financial assets at fair value through OCI are measured at their fair value by applying the market prices at the balance sheet date or some other determination of value used by the Company. The change in fair value is presented in fair value and other reserves under shareholders’ equity. Fair value changes are transferred from shareholders’ equity to the consolidated statement of loss when the asset is sold or its value has been impaired such that an impairment loss must be recognized. Financial assets at fair value through OCI whose fair value cannot be determined reliably are measured at cost or a lower value if they are impaired. Financial assets at fair value through OCI are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months after the balance sheet date.

Derecognition

A financial asset is derecognized when the contractual rights to receive cash flows from the financial assets have expired or have been transferred and the Group substantially transferred all rewards and risks associated with the ownership. In the case of sales of trade receivables, essentially all rewards and risks are transferred to the buyer of the receivables.

Impairment

Loss allowances are recognized for expected credit losses (ECL) on a financial asset that is measured at amortized cost or at fair value through OCI. For trade receivables, the Group adopts the so-called simplified approach, which does not require the recognition of periodic changes in credit risk, but rather the accounting of an expected credit loss calculated over the entire life of the credit (lifetime ECL) according to the provision matrix approach. ECLs of accounts receivable are measured on a collective basis. The grouping is based on geographical region, customer rating, the type of collateral or whether the receivables are covered by trade credit insurance as well as the type of customer. The ECL model is forward-looking and the expected default rates are based on the realized losses in the past based on the previous three years considering the time value of money, probability-weighted outcome, supportable information available without undue cost or effort about the past events, current conditions and forecasts of future economic conditions. The lifetime ECL allowances are calculated using the gross carrying amounts of the outstanding trade receivables and the expected default rates with probability-weighted outcomes. The historically observed default rates are updated annually. In addition, forward-looking specific provision is prepared in cases where the basic ECL allowance based on the historical loss data does not cover expected losses, which includes the impact of expected changes in the economic, regulatory and technological environment (such as industry outlook, GDP, employment, politics), and external market indicators. The estimates are based on

F-36

a systematic, on-going review and evaluation performed as part of the credit-risk evaluation process. The specific provision is updated on a quarterly basis.

Financial liabilities

In accordance with IFRS 9 Financial Instruments, financial liabilities are categorized as:

I.

financial liabilities at fair value through profit or loss

II.

financial liabilities measured at amortized cost

Financial liabilities at fair value through profit or loss include derivatives that are classified at fair value through profit and loss unless they are designated as effective hedging instruments.

Financial liabilities measured at amortized cost are initially carried at fair value. Transaction costs are included in the original carrying amount of financial liabilities. All financial liabilities are subsequently carried at amortized cost using the effective interest rate method. Financial liabilities are classified as current liabilities, except for maturities over 12 months after the balance sheet date, in which case they are classified as long-term liabilities.

Current financial liabilities include current interest-bearing liabilities, accounts payables and other current liabilities. Accounts payables correspond primarily to trade payables. They also include payables that have been transferred to a vendor financing program, as there is no material difference in the nature or terms of the liabilities compared to other trade payables.

Long-term financial liabilities include long-term loans from financial institutions, loans from related parties and other liabilities.

Derivatives

The Group’s derivative instruments may include foreign exchange forward contracts and options, interest rate swaps, interest rate options and cross-currency swaps. Foreign exchange forward contracts and options are used to hedge against changes in the value of receivables and liabilities denominated in a foreign currency, and interest rate swaps and interest rate options to hedge against interest rate risk. Cross-currency swaps are used to hedge against changes in value of foreign currency denominated receivables and liabilities and against interest rate risk.

Foreign exchange forward contracts and options, interest rate swaps and options and cross currency swaps are measured at fair value on the day that the Group becomes a party to the contract. Subsequent measurement is also at fair value. Foreign exchange derivatives are measured at fair value using the closing rates quoted by the European Central Bank on the reporting date together with common pricing models that are used for valuation of foreign exchange forward contracts and options. The fair values of interest rate and cross currency swaps are calculated as the current value of future cash flows. Interest rate options are valued with year-end interest rates together with common option pricing models.

Gains and losses from fair value measurement are treated in accordance with the purpose of the derivative financial instrument. For maturities below 12 months after the balance sheet date, the fair value of the derivatives is presented in prepaid expenses and other receivables or other liabilities. For maturities over 12 months, the fair value is presented in other non-current assets or other liabilities.

Changes in the value of derivative instruments, which do not qualify for hedge accounting are recorded as finance income and expenses, except for when they are associated with hedging the cash flow from operating activities, in which case they are recorded in other operating income and expenses.

Hedge accounting

The Group applies cash flow hedge accounting to foreign exchange derivatives that hedge material cash flows from operating activities. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges, in accordance with IFRS 9 Financial Instruments, is recognized in the fair value and other reserves under shareholders’ equity. Any ineffective component, however, will be

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immediately recognized in the consolidated statement of loss and other comprehensive income and loss. The cumulative change in gains or losses for the effective hedges is transferred to the income statement for the period when the hedged item is recorded in the consolidated statement of loss and other comprehensive income and loss.

When a hedging instrument expires, is sold, or if the hedge does not meet the requirements set for hedge accounting under IFRS 9 Financial Instruments, any cumulative gain or loss recorded in equity remains in equity until the forecasted transaction is recorded in the consolidated statement of loss and other comprehensive income and loss. When the forecasted cash flow is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately recorded in other operating income and expenses in the case of an operating cash flow hedge.

When initiating hedge accounting, the Group documents the correlation between the hedged item and the hedging instruments, as well as the Group’s risk management objective and hedge initiation strategy. The Group documents and evaluates the effectiveness of hedges when initiating hedging and on a quarterly basis by examining the degree to which the hedging instrument offsets changes in the fair value and cash flow of the hedged item.

The Group does not hedge the net investment in foreign subsidiary operations with derivatives.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and deposits held at call with banks.

Revenue recognition

Revenue comprises sale of products and services, and license fees. Revenue is presented net of value added tax, discounts, incentives, rebates earned by customers, and estimated returns.

Management applies the following five step model when determining the timing and amount of revenue recognition:

1.

identifying the contracts with customers,

2.

identifying the separate performance obligations,

3.

determining the transaction price,

4.

allocating the transaction price to separate performance obligations, and

5.

recognizing revenue when each performance obligation is satisfied.

Revenue is recognized at the point in time when control of the products and services are transferred to the customer in accordance with the terms of delivery at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those products and services in the ordinary course of the Group’s activities.

Revenue recognized from services comprises mainly freight services in the Group’s operating segments. The revenue from the freight services is recognized at a point in time upon the delivery of the goods when the control has been transferred to the customer.

The Group sells products and services through three channels: wholesale, own retail and ecommerce, with the latter two belonging to direct-to-consumer (DTC).

In wholesale, volume rebates, performance bonuses and payment term discounts are offered to certain major customers. The Group typically applies the expected value method to estimate the variable consideration for the expected future rebates and performance bonuses. Certain contracts provide wholesale customers with a right to return goods within a specified period. The Group recognizes a refund liability as a reduction of revenue and a corresponding right of return asset as reduction of cost of goods sold based on the expected future return rates derived from historical data.

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In own retail and ecommerce, revenue is recognized when control of the products is transferred to the customer, which occurs upon delivery to the customer or point of sale for sales in own retail stores. In ecommerce, the products sold online can be returned within 14−30 days of receipt of the products. For expected returns, the Group recognizes a refund liability as a reduction of revenue and a corresponding right of return asset as reduction of cost of goods sold based on the expected future return rates derived from historical data. A contract liability is recognized from the sale of gift cards in own retail and ecommerce. The Group expects to be entitled to a breakage amount. It recognizes breakage amount as revenue in proportion to the pattern of rights exercised by customers based on historical data.

The Group provides warranties that promise the customer that the delivered product is as typically specified in the contract and covers general repairs for defects that existed at the time of sale, as required by law. These assurance-type warranties are accounted for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

Revenue obtained from other companies is booked to license income when such companies manufacture or sell products bearing the Group’s trademarks. License income based on fixed license agreements is recognized evenly throughout the financial year, while license income determined by sales volumes is recognized during the financial year as the licensee generates sales revenue. The non-refundable minimum guarantees related to certain licensing agreements are for functional intellectual properties, while the guarantee revenue is recognized at the point in time the control of the license is transferred to the customer.

Pension plans

The Group’s pension arrangements comply with the local rules and practices of the countries where the Group operates. The Group’s pension arrangements are either defined contribution or defined benefit plans. Under defined contribution based plans, the Group pays fixed contributions into a separate entity (a fund) and does not have any legal or constructive obligation to pay further contributions. Under defined contribution plans, the Group’s contributions are recorded as an expense in the period to which they relate.

Defined benefit plans are post-employment benefit plans other than defined contribution plans. The defined benefit plans are partially or fully funded through payments to insurance companies or contributions to trustee-administered funds. In defined benefit plans, the pension expenses recognized in the consolidated statement of loss and other comprehensive income and loss are determined using the projected unit credit method, which calculates the present value of the obligation and the related service costs. The pension liability is measured by calculating the present value of future pension obligations, discounted using the market yield on high quality corporate bonds or government bonds in countries where there is no deep market for such bonds. The defined benefit plan asset is measured at fair market value as of the reporting date. The net liability (asset) recognized in the consolidated statement of financial position is the present value of the pension obligation less the fair value of the plan assets.

All actuarial gains and losses relating to post-employment benefits are recognized in full in other comprehensive income and loss. For other long-term employee benefits, the Group recognizes actuarial gains and losses immediately in the consolidated statement of loss. All past service costs are recognized immediately in the consolidated statement of loss when the plan amendment, curtailment or settlement occurs. Net interest expense (income) is determined based on the net defined benefit liability (asset) and the discount rate at the beginning of the year. Expenses related to defined benefit post-employment plans are reported as follows:

•

service cost

•

net interest expense

•

remeasurement components under OCI. Actuarial gains and losses are not classified to the consolidated statement of loss in subsequent periods.

Share-based payments

The Group’s key employees have been granted options under a share-based incentive plan—the Employee Stock Ownership Plan 2019. Options settled in shares only are measured on the grant date.

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Options settled in cash or shares at the election of certain employees are remeasured to fair value at the end of each reporting period until settlement. The share-based payments expense is recognized over the requisite service period with the offsetting credit to equity for options that are settled in shares, and with the offsetting credit to liabilities for options that are settled in cash or shares at the election of certain employees, when it is probable that the service vesting condition and non-market performance condition, if applicable, will be met.

Income taxes

Current income taxes

Current income taxes comprise the taxes for the financial year calculated based on the result for the period and in accordance with the tax legislation of each company’s local domicile as well as assessed or returned taxes for previous financial periods.

Deferred taxes

Deferred tax assets and liabilities are calculated on all temporary differences between the book and tax base of assets in accordance with the tax rate at the balance sheet date or with the substantially enacted future tax rate. Temporary differences arise from factors such as unused tax losses, depreciation differences, provisions, defined benefit pension plans, the fair valuation of derivative financial instruments, the internal inventory margin as well as measurements to fair value of assets in connection with business acquisitions. Deferred tax liabilities are not recognized for unremitted earnings of subsidiaries to the extent that they are expected to be permanently invested in international operations. These earnings, the amount of which cannot be practicably computed, could become subject to additional tax if they were remitted as dividends or if the Company were to sell the shareholdings in the subsidiaries. A deferred tax asset is recognized as a result of unused tax losses and other temporary differences to the extent that it is probable that these can be utilized in future financial periods. For the assessment of probability, in addition to past performance and the respective prospects for the foreseeable future, appropriate tax structuring measures are also taken into consideration. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same tax authority and the same taxable entity, and are expected to reverse in a period or periods in which the tax loss or credit can be utilized.

Segment information

The Group’s organizational structure comprises the following reportable segments for financial reporting purposes: Technical Apparel consisting of the brands Arc’teryx and Peak Performance, Outdoor Performance consisting of the brands Salomon, Atomic, Armada and ENVE, and Ball & Racquet Sports consisting of the brands Wilson, Demarini, Louisville Slugger, Evoshield and ATEC. The Group reports revenue for four geographical areas: EMEA, Americas, Greater China and Asia Pacific excluding Greater China.

The CEO is the chief operating decision-maker who monitors the operating results of the segments to assess performance and make decisions about resource allocation.

Business combinations

Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured as the aggregate of the fair values of the assets transferred, and liabilities incurred towards the former owners of the acquired entity. Acquisition-related costs are recognized as expenses in the consolidated statement of loss and other comprehensive income and loss in the period in which the costs are incurred and the related services are received.

Intangible assets

The Group’s intangible assets and goodwill primarily result from the acquisition of Amer Sports Corporation and its subsidiaries by Amer Sports Holding Oy on April 1, 2019. Following the initial

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recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. The useful life of intangible assets is assessed as either finite or indefinite.

Intangible assets with indefinite useful lives

Intangible assets with indefinite useful lives comprise brand names and trademarks. As the brand names and trademarks are core to the business and as there is no foreseeable limit to the future cash flows generated by the intangible assets, brand names and trademarks are assessed as indefinitely lived. Brand names and trademarks with indefinite useful lives are not amortized but tested for impairment at least on an annual basis (see impairment of assets below). Impairment testing is performed by comparing the recoverable amount of the asset to its carrying value. Any resulting impairment loss is recorded in the consolidated statement of loss and other comprehensive income and loss.

Intangible assets with finite useful lives

Intangible assets with a finite useful life consist of patents and software licenses, and are amortized on a straight-line basis over the useful life of 3 to 15 years.

Patents and software licenses are reviewed at the end of each reporting period to determine whether there is any indication of impairment and if any impairment indication exists, the asset is then tested for impairment.

Development expenses are capitalized when they meet the recognition criteria in IAS 38 Intangible Assets and amortized during their useful lives.

The Group capitalizes development costs as intangible assets only when the following criteria are met:

•

the technical feasibility of completing the intangible asset exists,

•

there is an intent to complete and an ability to use or sell the intangible asset,

•

the intangible asset will generate probable future economic benefits,

•

there are adequate resources available to complete the development and to use or sell the intangible asset, and

•

there is the ability to reliably measure the expenditure attributable to the intangible asset during its development.

Goodwill

Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets measured at the date of acquisition. Goodwill is stated at historical cost less any accumulated impairment losses and is not amortized. Goodwill has been allocated to the cash-generating units (CGU) and are tested for impairment annually and if there are triggering events by comparing the recoverable amount of a CGU to its carrying value. An impairment loss is recognized in the consolidated statement of loss and other comprehensive income and loss, if the carrying amount of the CGU exceeds its recoverable amount.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses.

Depreciation is calculated on a straight-line basis in order to write down the cost of the assets to their residual values over their expected useful lives, adjusting for any impairment. The depreciation periods are:

Asset category	Estimated useful life
Buildings and constructions	25–40 years
Machinery and equipment	3–10 years
Leasehold improvements	shorter of the lease term or useful life

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Land areas are not depreciated.

Property, plant and equipment are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, the asset is then tested for impairment by comparing its recoverable amount to its carrying value. Impairment losses are recorded in the consolidated statement of loss and other comprehensive income and loss.

Leases

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease. The contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group recognizes a right-of-use asset and a lease liability at the lease commencement date.

The lease contracts under IFRS 16 Leases consist mainly of real estate (e.g. retail stores, offices, warehouses) and cars, where the Group acts as a lessee.

The Group has elected to use the exemptions proposed by the standard on lease contracts for which the lease term is shorter than 12 months and on lease contracts for which the underlying asset is of low-value (e.g. laptops, mobile phones; below USD 5 thousand). The lease expenses for short-term and low-value contracts as well as for lease contracts with variable leases based on net sales of the leased premises are recognized as rent expenses over the lease term in the consolidated statement of loss and other comprehensive income and loss.

Lease liabilities

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the incremental borrowing rate is applied. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and the type of the leased asset.

Lease payments included in the measurement of the lease liability comprise the fixed payments (including the in-substance fixed payments), variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. The Group applies judgment in evaluating whether it is reasonably certain to exercise or not to exercise the option to extend or terminate the lease. It considers all relevant factors that create an economic incentive for it to exercise either the extension or termination.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or a rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. A corresponding adjustment is done to the carrying amount of the right-of-use asset, or it is recorded in the consolidated statement of loss and other comprehensive income and loss if the carrying amount of the right-of-use asset has been reduced to zero.

Right-of-use assets

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying assets or the site on which it is located, less any lease incentives received.

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The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case, the right-of-use asset is depreciated over the useful life of the underlying asset, which is determined on the same basis as for the property, plant and equipment. In addition, the right-of-use asset is reduced by potential impairment losses, and adjusted for certain remeasurements of the lease liability.

In 2022 and 2021, the Group applied the amendments to IFRS 16 Leases as an optional practical expedient to allow lessees not to account for rent concessions as lease modifications if they are a direct consequence of COVID-19 and meet certain conditions. The practical expedient applies only if the revised consideration is substantially the same or less than the original consideration, the reduction in lease payments relates to payments due on or before June 30, 2022, and no other substantive changes have been made to the terms of the lease. All those rent concessions that met the aforementioned conditions were recognized as variable lease payment reductions in the consolidated statement of loss and other comprehensive income and loss.

Impairment of non-financial assets

The Group’s operations have been divided into cash generating units (CGU) representing the Group’s brands and reflecting the lowest level at which goodwill is monitored for internal management purposes. A cash generating unit determined for the impairment testing purposes is the smallest group of assets generating cash inflows largely independent of the cash inflows from other assets or groups of assets.

At each reporting date, the Group reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

Impairment testing is performed by comparing the recoverable amount of an asset or CGU to its carrying amount. The recoverable amount of an asset or CGU is the higher of its fair value less costs of disposal and value in use (“VIU”). VIU has been calculated using the discounted cash flow method for each CGU (refer to note 9 for further details).

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in the consolidated statement of loss and other comprehensive income and loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

Inventories

Inventories are measured at the lower of cost calculated according to the first-in-first-out principle or the net realizable value. For self-manufactured products, the cost includes direct wages and raw material costs as well as a portion of the indirect costs. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

When circumstances that previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in realizable value, the amount of the write-down previously recorded is reversed.

Provisions

Obligations arising as the consequence of a past event, which are legal or which the Company has an actual obligation to settle and are considered certain or likely to occur, are recognized in the consolidated statement of loss and other comprehensive income and loss. They are presented in the consolidated statement of financial position as provisions when it is probable that the resources will be transferred out of the

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Group but the precise amount or timing is not known. The most important regular provisions are due to the repair or replacement of products during the warranty period. These provisions are determined on the basis of historical experience. A provision for reorganization is made when the Group has drawn up a detailed reorganization plan and announced the reorganization.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized in the consolidated statement of loss and other comprehensive income and loss.

Significant accounting judgments, estimates, and assumptions

When preparing the consolidated financial statements, the Group’s management makes judgments and estimates influencing the content of the consolidated financial statements and it must exercise its judgment regarding the application of accounting policies. The judgments and estimates are based on a set of underlying data that may include management’s historical experience, knowledge of current event and conditions, and other factors that are believed to be reasonable under the circumstances. Management continuously evaluates the judgments and estimates it uses. These estimates have been applied in a manner that is consistent with prior periods. There are no known trends, commitments, events or uncertainties that the Group believes will materially affect the methodology or assumptions used in making these judgments and estimates in the consolidated financial statements.

The following are the accounting policies subject to judgments and estimates that the Group believes could have the most significant impact on the amounts recognized in the consolidated financial statements.

Actual results may differ from these estimates. Any changes in the estimates and assumptions are recognized in the period in which the estimate or assumption is revised.

Impairment of non-financial assets

The carrying amounts of non-current tangible and intangible assets are assessed by means of impairment tests whenever there is an indication of impairment. Any impairment of goodwill and other intangible assets having an indefinite useful life are nevertheless assessed at least once a year.

More details of the impairment are disclosed under note 9.

Provisions

Provisions are recognized in the consolidated statement of financial position when there is a legal or actual obligation for the Company to settle an obligation arising as the consequence of a past event that is considered certain or likely to occur. The most important regular provisions are due to the repair or replacement of products during the warranty period. These provisions are determined on the basis of historical experience. The provisions recognized represent management’s best estimate of the present value of the future costs assumed to be incurred. The actual costs may differ from the estimated.

More details on the provisions are disclosed in note 21.

Accounts receivable

The Group has a significant number of customers which minimizes the concentration of credit risks. Ongoing estimates are done related to the ability to collect the Group’s accounts receivables and maintain an allowance for estimated credit losses resulting from the ability of the Group’s customers to make the required payments. The historical levels of credit losses are considered to make judgments about the creditworthiness of the customers based on ongoing credit evaluations.

More details on the aging and valuation provisions of the accounts receivables are disclosed in note 28.

Inventories

Inventory is carried at the lower of cost or net realizable value, which requires an estimate of the products’ future selling prices. When assessing the net realizable value of the inventories, the Group

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considers multiple factors and uses estimates related to fluctuations in inventory levels, aging of inventory, customer behavior and anticipated sales volume, seasonality, expected selling prices and selling costs.

More details on the inventory provisions are disclosed in note 16.

Income taxes

Management judgment is required in determining provisions for income taxes, deferred tax assets and liabilities and the extent to which deferred tax assets can be recognized. The Group is also subject to income taxes in various jurisdictions. Judgment is required in determining the Group’s provision for income taxes. There may be transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group anticipates questions arising in tax audits and recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

More details on the income taxes are disclosed under note 12.

Pension plans

The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (or income) for pensions include the discount rate. Any changes in these assumptions will impact the carrying amount of pension obligations.

The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. Other key assumptions for pension obligations are based in part on current market conditions (see note 8).

More details on the pension plans are disclosed under note 8.

Share-based payments

Options granted will vest upon satisfaction of service and performance conditions, and an exit event (a public offering of the shares of the Company or a sale of the controlling majority of the shares in the Company or business assets) (the “exit event”), which is a non-market performance condition. For options with service and/or performance conditions, the amount of compensation expense recognized is based on the number of awards expected to vest, reflecting estimated expected forfeitures, and is adjusted to reflect those awards that do ultimately vest. The forfeiture rate is based on management’s best estimate of expected forfeitures, taking into consideration historical trends and expected future behavior. For options with a non-market performance condition (i.e. exit event), the Company recognizes the expense if and when the Company concludes that it is probable that the exit event will be achieved. No share-based payment expense has been recognized in these consolidated financial statements since the likelihood of occurrence of such condition was not deemed to be probable during any reporting period. The Company reassesses the probability of achieving the non-market performance condition at each reporting date.

The grant date fair value of each stock option granted is estimated using the Monte Carlo simulation model including any market performance conditions and excluding the impact of any service and non-market performance vesting conditions.

3.   Changes in accounting principles and correction of errors

Changes in accounting principles

The Company made certain reclassifications to the consolidated statement of loss and other comprehensive income and loss, consolidated statement of financial position, consolidated statement of cash flows and consolidated statement of changes in shareholders’ equity (deficit) for all periods presented to improve readability, comparability to peers and to make it easier to understand the Company’s financial performance. By presenting a more concise and focused view of its primary statements, Management aims

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to provide a clearer picture of its net assets, financial position and results of operations and facilitate meaningful analysis of its consolidated financial statements. The reclassifications and adjustments made included the Company’s election to change the reporting currency in which the consolidated financial statements are presented from the Euro to the U.S. Dollar. The following summarizes the reclassifications and adjustments made and presented in the Company’s consolidated financial statements.

•

Reporting Currency:   The Company elected to change the reporting currency in which the Company’s consolidated financial statements are presented from the Euro to the U.S. Dollar.

•

License income:   Historically, License income was presented as a separate line item on the face of the consolidated statement of loss and other comprehensive income and loss. For all periods presented, the Company reclassified License income to combine License income with the line-item Revenue.

•

Research and development expenses:   Historically, Research and development expenses were presented as a separate line item on the face of the consolidated statement of loss and other comprehensive income and loss. For all periods presented, the Company reclassified Research and development expenses to combined Research and development expenses with the line item Administrative and other expenses.

•

Impairment losses:   Historically, impairment losses on goodwill were presented within the line item Administrative and other expenses and impairment of trade receivables were presented within the line item Selling and marketing expenses in the consolidated statement of loss and other comprehensive income and loss. For all periods presented, the Company reclassified impairment losses from the above-mentioned line items into a separate line-item Impairment losses on the consolidated statement of loss and other comprehensive income and loss.

•

Right-of-use assets:   Historically, the Company presented right-of-use assets relating to land, buildings and constructions and machinery and equipment as individual line items on the consolidated statement of financial position. For all periods presented, the Company reclassified these line items and combined them into one line item Right-of-use assets.

•

The Company elected to change the format of the presentation of its consolidated statement of cash flows by changing that the reconciliation for operating cash flows begins with net loss instead of Earnings before taxes. Furthermore, the Company elected to break out and present several items as separate line items in the operating and financing cash flow section.

•

The Company elected to change the format of the presentation of its consolidated statement of changes in shareholders’ equity by combining the categories Fair value and other reserves and Other OCI items into the category Cash flow hedge reserve given that the positions solely relate to effects of the changes in measurement of the Company’s currency cash flow hedges and related tax effects.

The respective disclosures in the notes to these consolidated financial statements have been adjusted accordingly.

Correction of errors

In addition, the Company identified several corrections of errors, that were concluded material to the previously published predecessor consolidated financial statements of Amer Sports Holding 3 Oy.

In accordance with IAS 8 Accounting policies, changes in accounting estimates and errors, the presented errors have been corrected retrospectively by restating every affected financial line item for all periods presented. The following table summarizes the impacts of these corrections of errors on the Group’s consolidated financial statements adjusted for changes resulting from accounting principles and classification.

(a)

The Company granted options to key employees under its share-based incentive plan that vest upon satisfaction of service and performance conditions, as well as an exit event. The exit event, which is a non-market performance condition, is defined as a public offering of the shares of the Company or a sale of the controlling majority of the shares in the Company or business assets, together with the exit event. In accordance with IFRS 2 Share-based Payment, the Company recognizes expense relating to options with a non-market performance condition, if and when the Company concludes that it is probable that the exit event will be achieved. The assessment when

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an initial public offering is probable involves judgment and careful consideration of all relevant facts and circumstances including the assessment of factors that are outside of the Company’s discretion. Upon reassessing the facts and circumstances, the Company concluded that as of the reporting dates presented in the consolidated financial statements, a successful initial public offering was not yet deemed probable. Accordingly, the effects of the reversal of share-based compensation expense recognized in the amount of USD 8.9 million and USD 12.7 million for the years ended December 31, 2022 and December 31, 2021, respectively, were recognized in the consolidated financial statements. The related tax effect of increased income tax expenses and deferred tax liabilities amounted to USD 2.1 million and USD 3.2 million for the years ended December 31, 2022 and December 31, 2021, respectively.

(b)

In 2018 the Company announced a strategic review of its cycling business, consisting of the Mavic and Enve assets. During the fiscal year 2019, the Company classified the Mavic business as discontinued operations in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. In June 2019, the Company sold the Mavic business to a third party. Upon reassessing the facts and circumstances, the Company concluded that the transitional services provided to Mavic business should not have been classified as discontinued operations in the consolidated statement of loss and other comprehensive income and loss. Accordingly, the impairment loss on trade receivables between Amer Sports and Mavic S.A.S. in the amount of USD 8.2 million recorded in loss from discontinued operations, net of tax was reclassified to continued operations at December 31, 2020.

(c)

The Company continued to depreciate and amortize the disposal groups’ non-current assets related to Precor and Suunto, which were classified as held for sale. In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations an entity shall not depreciate or amortize a non-current asset while it is classified as part of a disposal group that is classified as held for sale. Accordingly, the effects of the reversal of recognition of depreciation and amortization expense in the amount of USD 1.0 million and USD 2.7 million in relation to Suunto for the years ended December 31, 2022 and December 31, 2021, respectively, were corrected in the consolidated financial statements. The accumulated reversal effect in December 31, 2022 did not affect net results of discontinued operations as the reduced amortization and depreciation expense recognized in 2021 and 2022 was offset by an increased loss upon disposal recognized in 2022. Additionally, the effect of the reversal of recognition of amortization and depreciation expense in the amount of USD 5.1 million in relation to Precor for the year ended December 31, 2021 was corrected in the consolidated financial statements. The reversal effect relating to Precor did not affect the net results of discontinued operations as the reduced amortization and depreciation expense recognized was offset by a decreased gain upon disposal.

Furthermore, in the consolidated statement of financial position as of December 31, 2022, the Company continued to classify certain assets and liabilities relating to continuing activities with Suunto as assets held for sale and liabilities directly associated with assets held for sale. Upon reassessing the facts and circumstances, the Company concluded that these items should not be classified as assets held for sale and liabilities directly associated with assets held for sale. Accordingly, the effects of reclassing USD 10.5 million from assets held for sale to intangible assets, property, plant and equipment, right-of-use assets, other non-current assets, accounts receivable, net and inventories in the amount of USD 2.2 million, USD 1.1 million, USD 0.1 million, USD 0.5 million, USD 6.4 million and USD 0.2 million, respectively, were corrected in the consolidated financial statements.

Furthermore, the effects of reclassing USD 3.8 million from liabilities directly associated with assets held for sale to accounts payable and other liabilities in the amount of USD 0.6 million, USD 3.2 million, respectively, were also corrected in the consolidated financial statements.

(d)

As of December 31, 2022, the Company identified an understatement of USD 11.5 million in its inventory and other liabilities balances related to items in transit for which the Company retained ownership upon point of shipment. The effects of recognizing the inventory in transit on the consolidated statement of financial position are corrected in the consolidated financial statements.

F-47

(e)

During fiscal year 2022, the Company acquired an interest in Dongguan Liesheng Electronic Technology Co. Ltd (“Liesheng”) accounted for as a non-current financial asset and recognized at fair value through OCI. As prescribed in the IFRS 9 Financial Instruments, upon reassessing the facts and circumstances, including available market data, the Company concluded that as of December 31, 2022, a decrease in the fair value of the financial asset in the amount of USD 10.9 million was required. The effects of recognizing this change in fair value recorded through OCI on the carrying amount of the investment is corrected in the consolidated financial statements.

(f)

The Group had open accounts receivable balances in Argentina related to a single distributor, which was not able to pay its outstanding invoice amounts due to abroad payment restrictions by the Central Bank of Argentina. Pursuant to an agreement reached, the negotiated part of the accounts receivables were converted to a loan with a specific payment plan. Upon reassessing the facts and circumstances, the Company concluded that the converted receivable balances were non-current in nature and improperly classified in current assets. Accordingly, as of December 31, 2022, the Company reclassified a net amount of USD 15.2 million to other non-current assets, comprising of USD 21.4 million from prepaid expenses and other receivables, which has partly been offset by a reclass of USD 6.2 million from accounts receivables. As of December 31, 2021, the Company reclassified USD 5.2 million from prepaid expenses and other receivables to other non-current assets.

(g)

During fiscal year 2022, the Group recorded an impairment loss in the amount of USD 40.2 million on goodwill attributed to Peak Performance. The estimation of an impairment loss requires a significant amount of judgement and use of estimates and assumptions such as forecasted cash flows, estimation of discount rates and future growth rates. Upon reassessing the facts and circumstances, the Company concluded that as of December 31, 2022, the impairment loss to be recognized allocated to Peak Performance should be increased by USD 160.0 million. The effects of recognizing this additional impairment loss, which is allocated to goodwill and trademarks in the amount of USD 140.9 million and USD 19.1 million, respectively, were corrected in the consolidated financial statements. The adjustment entailed a decrease in income tax expenses and deferred tax liabilities amounting to USD 4.8 million as well as a correction of the translation differences amounting to USD 1.1 million.

(h)

Historically, the Company presented tax liabilities related to certain tax risks in the line-item current tax liabilities. Upon reassessing the facts and circumstances, the Company concluded that the balances were non-current in nature and improperly classified in current liabilities. Therefore, such tax liabilities amounting to USD 20.8 million, USD 21.3 million and USD 21.6 million as of December 31, 2022, December 31, 2021 and January 1, 2021, respectively, were reclassified to long-term tax liabilities.

(i)

The Company corrected rebate accruals in accounts receivable, net. Accordingly, the Company adjusted revenue by the amount of USD -2.6 million, USD -1.5 million and USD 0.8 million, cost of goods sold by the amount of USD -1.5 million, USD nil and USD nil as well as income tax expense by the amount of USD -0.3 million, USD -0.4 million and USD 0.2 million for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively.

Furthermore, the Company adjusted inventories in the amount of USD 1.5 million, USD nil and USD nil, accounts receivable, net by the amount of USD 4.1 million, USD 6.6 million and USD 8.1 million, current tax liabilities by the amount USD 1.4 million, USD 1.7 million and USD 2.0 million as well as accumulated deficit by the amount of USD 4.2 million, USD 5.0 million and USD 6.1 million as of December 31, 2022, December 31, 2021 and January 1, 2021, respectively.

The respective disclosures in the notes to these consolidated financial statements have been corrected accordingly.

The following table summarizes the impacts of these corrections of errors on the Group’s consolidated financial statements adjusted for changes resulting from reclassifications.

F-48

​

​

As of and for the year ended December 31, 2022

As of and for the year ended December 31, 2021

As of January 1, 2021 and for the year ended December 31, 2020

USD million

Reference

As previously reported, adjusted for reclassifications

Adjustment

As restated

As previously reported, adjusted for reclassifications

Adjustment

As restated

As previously reported, adjusted for reclassifications

Adjustment

As restated

STATEMENT OF FINANCIAL POSITION DATA:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Goodwill

(g)

​

2,383.3

​

-140.9

​

2,242.4

​

​

​

​

​

​

​

​

​

​

​

​

Intangible assets

(c), (g)

​

2,772.8

​

-16.9

​

2,755.9

​

​

​

​

​

​

​

​

​

​

​

​

Property, plant and equipment

(c)

​

360.8

​

1.1

​

361.9

​

​

​

​

​

​

​

​

​

​

​

​

Right-of-use assets

(c)

​

183.5

​

0.1

​

183.6

​

​

​

​

​

​

​

​

​

​

​

​

Non-current financial assets

(e)

​

19.8

​

-10.9

​

8.9

​

​

​

​

​

​

​

​

​

​

​

​

Other non-current assets

(c), (f)

​

45.3

​

15.7

​

61.0

​

19.5

​

5.2

​

24.7

​

​

​

​

​

​

TOTAL NON-CURRENT ASSETS

​

​

5,874.2

​

-151.8

​

5,722.4

​

6,052.6

​

5.2

​

6,057.8

​

6,466.9

​

0.0

​

6,466.9

Inventories

(c), (d), (i)

​

899.3

​

13.2

​

912.5

​

​

​

​

​

​

​

​

​

​

​

​

Accounts receivables, net

(c), (f), (i)

​

642.0

​

16.7

​

658.7

​

523.9

​

6.6

​

530.5

​

581.0

​

8.1

​

589.1

Prepaid expenses and other receivables

(f)

​

194.7

​

-21.4

​

173.3

​

124.3

​

-5.2

​

119.1

​

​

​

​

​

​

Assets held for sale

(c)

​

10.5

​

-10.5

​

0.0

​

57.3

​

2.7

​

60.0

​

​

​

​

​

​

TOTAL CURRENT ASSETS

​

​

2,174.7

​

-2.0

​

2,172.7

​

1,888.2

​

4.1

​

1,892.3

​

2,147.5

​

8.1

​

2,155.6

TOTAL ASSETS

​

​

8,048.9

​

-153.8

​

7,895.1

​

7,940.8

​

9.3

​

7,950.1

​

8,614.4

​

8.1

​

8,622.5

Accumulated deficit

​

​

-549.0

​

-164.0

​

-713.0

​

-613.0

​

4.4

​

-608.6

​

-762.0

​

6.1

​

-755.9

TOTAL EQUITY

​

​

90.1

​

-164.0

​

-73.9

​

33.6

​

4.4

​

38.0

​

-159.0

​

6.1

​

-152.9

Long-term tax liabilities

(h)

​

0.0

​

20.8

​

20.8

​

0.0

​

21.3

​

21.3

​

0.0

​

21.6

​

21.6

Deferred tax liabilities

(a), (g)

​

658.0

​

-2.7

​

655.3

​

675.1

​

3.2

​

678.3

​

​

​

​

​

​

TOTAL LONG-TERM LIABILITIES

​

​

6,671.5

​

18.1

​

6,689.6

​

6,940.4

​

24.5

​

6,964.9

​

7,593.9

​

21.6

​

7,615.5

Accounts payable

(c)

​

435.0

​

0.6

​

435.6

​

​

​

​

​

​

​

​

​

​

​

​

Other liabilities

(c), (d)

​

484.1

​

14.7

​

498.8

​

​

​

​

​

​

​

​

​

​

​

​

Current tax liabilities

(h), (i)

​

60.4

​

-19.4

​

41.0

​

60.7

​

-19.6

​

41.1

​

56.9

​

-19.6

​

37.3

Liabilities directly associated with assets held for sale

(c)

​

3.8

​

-3.8

​

—

​

​

​

​

​

​

​

​

​

​

​

​

TOTAL CURRENT LIABILITIES

​

​

1,287.3

​

-7.9

​

1,279.4

​

966.8

​

-19.6

​

947.2

​

1,179.5

​

-19.6

​

1,159.9

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES

​

​

8,048.9

​

-153.8

​

7,895.1

​

7,940.8

​

9.3

​

7,950.1

​

8,614.4

​

8.1

​

8,622.5

STATEMENT OF LOSS AND OTHER

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

COMPREHENSIVE INCOME AND LOSS DATA:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

(i)

​

3,551.4

​

-2.6

​

3,548.8

​

3,068.0

​

-1.5

​

3,066.5

​

2,445.5

​

0.8

​

2,446.3

Cost of goods sold

(i)

​

-1,786.7

​

1.5

​

-1,785.2

​

​

​

​

​

​

​

​

​

​

​

​

Administrative and other expenses

(a)

​

-424.0

​

8.9

​

-415.1

​

-377.1

​

12.7

​

-364.4

​

​

​

​

​

​

Impairment losses

(b), (g)

​

-42.8

​

-158.9

​

-201.7

​

​

​

​

​

​

​

-12.3

​

-8.2

​

-20.5

Income tax expense

(a), (g), (i)

​

-51.3

​

3.0

​

-48.3

​

-31.9

​

-2.8

​

-34.7

​

-26.0

​

-0.2

​

-26.2

Loss from continuing operations

(b)

​

-82.8

​

-148.1

​

-230.9

​

-132.9

​

8.4

​

-124.5

​

-166.0

​

-7.6

​

-173.6

Loss from discontinued operations

(b), (c)

​

-21.8

​

0.0

​

-21.8

​

-4.5

​

2.7

​

-1.8

​

-71.8

​

8.2

​

-63.6

Loss for the period

​

​

-104.6

​

-148.1

​

-252.7

​

-137.4

​

11.1

​

-126.3

​

-237.8

​

0.6

​

-237.2

Write-down of other investment through OCI

(e)

​

0.0

​

-10.9

​

-10.9

​

​

​

​

​

​

​

​

​

​

​

​

Translation differences

(g)

​

149.2

​

-1.1

​

148.1

​

​

​

​

​

​

​

​

​

​

​

​

Other comprehensive income (loss), net of tax

​

​

149.9

​

-10.9

​

139.0

​

317.2

​

0.0

​

317.2

​

​

​

​

​

​

TOTAL COMPREHENSIVE INCOME (LOSS)

​

​

45.3

​

-159.0

​

-113.7

​

179.8

​

11.1

​

190.9

​

-544.7

​

0.6

​

-544.1

F-49

In the consolidated statement of cash flows, the adjustments had no impact on the total amounts presented under net cash flows (used in)/from operating, investing or financing activities as well as the cash and cash equivalents presented. All adjustments related to line items within the net cash flows (used in)/​from operating activities with the effects netting each other.

In the consolidated statement of changes in equity (deficit) the adjustments solely impact the line item ‘Accumulated deficit’. See the previously reported amounts, after adjustments for reclassifications, the adjustment amounts and the restated amounts for the accumulated deficit and total equity in the table above.

4.   SEGMENT REPORTING

The Group’s Chief Operating Decision Maker (“CODM”) reviews results of operations to make decisions about allocating resources and assessing performance. Based on the current reporting structures, decision-making processes and considering the aggregation criteria in IFRS 8.12, the Company identified three reportable segments: Technical Apparel, Outdoor Performance as well as Ball & Racquet Sports.

Operating and reportable segments

The Company has four operating segments: Technical Apparel, Salomon, Winter Sports Equipment and Ball & Racquet Sports. As permitted by IFRS 8 Operating segments, the Company assessed, based on the qualitative aggregation criteria mentioned in IFRS 8.12 and on a quantitative analysis based on gross margins, if Salomon and Winter Sports Equipment are similar and could be aggregated to one reportable segment. The following aggregation criteria were analyzed by the Company: Nature of the products and services, nature of the production processes, type or class of customer for the products and services and methods used to distribute the products or provide the service. Based on the Company’s assessment, the Company concluded that the operating segments Salomon and Winter Sports Equipment are similar and can be aggregated into the reportable segment Outdoor Performance.

Therefore, the Company identified three reportable segments: Technical Apparel, Outdoor Performance as well as Ball & Racquet Sports.

The Company measures each operating segment’s performance based on revenue and adjusted operating profit as these are the measures used by the CODM for assessing the performance of operating segments. Each of the segments includes different brands and comprises a range of products.

Technical Apparel

Technical Apparel includes outdoor apparel, footwear and accessories and consists of the Arc’teryx and Peak Performance brands.

Outdoor Performance

Outdoor Performance includes outdoor apparel, footwear, accessories and winter sports equipment and consists of our Salomon, Atomic, Armada and ENVE brands. While the operating segments Salomon and Winter Sports Equipment are separately managed and reported, the operating segments have been aggregated into one reportable segment as they have similar products, production processes, type of customers, methods used to distribute as well as average gross margins and similar expected growth rates.

Ball & Racquet Sports

Ball & Racquet Sports includes sports equipment, apparel and accessories and consists of our Wilson, Louisville Slugger, DeMarini, EvoShield, Atec and Luxilon brands, all of which comprise the Wilson Sporting Goods portfolio.

F-50

Information on reportable segments

For the fiscal year ended December 31, 2022

USD million	Technical Apparel		Outdoor Performance		Ball & Racquet Sports		Reconcilation (6)		Group
Revenue	​	1,095.5	​	1,416.5	​	1,036.7	​	—	​	3,548.8
Depreciation and amortization	​	79.7	​	84.4	​	23.4	​	6.8	​	194.3
Adjusted operating profit	​	171.4	​	117.6	​	60.9	​	-48.9	​	301.0
Adjustments	​	​	​	​	​	​	​	​	​	​
PPA (1)	​	​	​	​	​	​	​	​	​	-42.3
Restructuring expenses (2)	​	​	​	​	​	​	​	​	​	-5.8
Impairment losses on goodwill and intangible assets (3)	​	​	​	​	​	​	​	​	​	-198.1
Expenses related to M&A activities (4)	​	​	​	​	​	​	​	​	​	-0.3
Expenses related to certain legal proceedings (5)	​	​	​	​	​	​	​	​	​	-3.9
Finance cost	​	​	​	​	​	​	​	​	​	-236.5
Finance income	​	​	​	​	​	​	​	​	​	3.3
Loss before tax	​	​	​	​	​	​	​	​	​	-182.6

(1)

Purchase Price Adjustments (PPA) include amortizations and depreciations on the fair value adjustments of intangible and tangible assets resulting from the Acquisitions.

(2)

Includes expenses for restructuring from exit and termination events.

(3)

Includes impairment losses on goodwill and intangible assets.

(4)

Includes advisory fees in connection with M&A activities.

(5)

Includes expenses related to certain significant legal proceedings.

(6)

Includes corporate expenses, which have not been allocated to the reportable segments.

For the fiscal year ended December 31, 2021

USD million	Technical Apparel		Outdoor Performance		Ball & Racquet Sports		Reconcilation (6)		Group
Revenue	​	950.7	​	1,235.7	​	880.1	​	—	​	3,066.5
Depreciation and amortization	​	73.6	​	95.9	​	20.4	​	5.8	​	195.7
Adjusted operating profit	​	164.2	​	91.7	​	57.2	​	-42.6	​	270.6
Adjustments	​	​	​	​	​	​	​	​	​	​
PPA (1)	​	​	​	​	​	​	​	​	​	-49.5
Restructuring expenses (2)	​	​	​	​	​	​	​	​	​	-33.6
Impairment losses on goodwill and intangible assets (3)	​	​	​	​	​	​	​	​	​	—
Expenses related to M&A activities (4)	​	​	​	​	​	​	​	​	​	-0.6
Expenses related to certain legal proceedings (5)	​	​	​	​	​	​	​	​	​	—
Finance cost	​	​	​	​	​	​	​	​	​	-279.0
Finance income	​	​	​	​	​	​	​	​	​	2.3
Loss before tax	​	​	​	​	​	​	​	​	​	-89.8

(1)

Purchase Price Adjustments (PPA) include amortizations and depreciations on the fair value adjustments of intangible and tangible assets resulting from the Acquisitions.

F-51

(2)

Includes expenses for restructuring from exit and termination events.

(3)

Includes impairment losses on goodwill and intangible assets.

(4)

Includes advisory fees in connection with M&A activities.

(5)

Includes expenses related to certain significant legal proceedings.

(6)

Includes corporate expenses, which have not been allocated to the reportable segments.

For the fiscal year ended December 31, 2020

USD million	Technical Apparel		Outdoor Performance		Ball & Racquet Sports		Reconcilation (6)		Group
Revenue	​	685.4	​	1,091.6	​	669.3	​	—	​	2,446.3
Depreciation and amortization	​	65.1	​	88.2	​	21.2	​	5.4	​	179.9
Adjusted operating profit	​	117.2	​	81.8	​	31.7	​	-51.1	​	179.5
Adjustments	​	​	​	​	​	​	​	​	​	​
PPA (1)	​	​	​	​	​	​	​	​	​	-48.1
Restructuring expenses (2)	​	​	​	​	​	​	​	​	​	-11.0
Impairment losses on goodwill and intangible assets (3)	​	​	​	​	​	​	​	​	​	—
Expenses related to M&A activities (4)	​	​	​	​	​	​	​	​	​	4.7
Expenses related to certain legal proceedings (5)	​	​	​	​	​	​	​	​	​	—
Finance cost	​	​	​	​	​	​	​	​	​	-274.1
Finance income	​	​	​	​	​	​	​	​	​	1.6
Loss before tax	​	​	​	​	​	​	​	​	​	-147.4

(1)

Purchase Price Adjustments (PPA) include amortizations and depreciations on the fair value adjustments of intangible and tangible assets resulting from the Acquisitions.

(2)

Includes expenses for restructuring from exit and termination events.

(3)

Includes impairment losses on goodwill and intangible assets.

(4)

Includes advisory fees in connection with M&A activities.

(5)

Includes expenses related to certain significant legal proceedings.

(6)

Includes corporate expenses, which have not been allocated to the reportable segments.

The Company does not present other items of the consolidated statement of loss and other comprehensive income and loss as well as assets and liabilities per segment as such information is not evaluated or used by the CODM for decision-making purposes on a regular basis.

The majority (80.5%, 79.0% and 78.1% as of December 31, 2022, December 31, 2021 and January 1, 2021, respectively) of non-current assets, comprising of goodwill, other intangible assets, property, plant and equipment as well as right-of-use assets are located in Finland. There is no other country, in which more than 7% of the total non-current assets are located, so that no other country is deemed individually material for the Group in all years presented for the purpose of this disclosure.

5.   REVENUE FROM CONTRACTS WITH CUSTOMERS

Amer Sports operates primarily in one industry—the design, manufacturing, distribution, selling and marketing of sporting goods, apparel and footwear.

The Group is managed through its global brands supported by regional sales organizations and group wide platforms such as global operations and sourcing, IT and finance.

Amer Sports brands operate in the following key categories:

F-52

Technical Apparel. Technical Apparel includes Arc’teryx and Peak Performance.

Outdoor Performance. Outdoor Performance includes Salomon, Atomic, Armada and ENVE.

Ball & Racquet Sports. Ball & Racquet Sports includes Wilson, Demarini, Louisville Slugger, Evoshield, and ATEC.

Geographic revenues are presented according to customers’ location.

GEOGRAPHIC BREAKDOWN OF REVENUES

USD million	2022		2021		2020
EMEA (1)	​	1,270.7	​	1,225.6	​	1,080.4
Americas (2)	​	1,504.4	​	1,253.0	​	984.0
Greater China (3)	​	523.8	​	372.9	​	202.3
Asia Pacific (4)	​	249.9	​	215.0	​	179.6
Total	​	3,548.8	​	3,066.5	​	2,446.3

(1)

Consists of Europe, the Middle East and Africa. The revenue generated in this region primarily consists of sales in France, Germany, the UK, Austria, Switzerland, Sweden, Norway, Italy and Spain. No country in the region generated more than 8% of the total Group revenue and is therefore not deemed individually material for the Group in all years presented.

(2)

Consists of the United States, Canada and other countries in Latin America. Revenue generated in the United States comprised 79.9%, 78.6% and 79.4% of the sales of the region for 2022, 2021 and 2020, respectively. No other area in the region generated more than 8% of the total Group revenue and is therefore not deemed individually material for the Group in all years presented.

(3)

Consists of Mainland China, Hong Kong, Taiwan and Macau. Revenue generated in Mainland China comprised 96.5%, 95.9% and 95.1% of the sales of the region for 2022, 2021 and 2020, respectively. No other country in the region generated more than 7% of the total Group revenue and is therefore not deemed individually material for the Group in all years presented.

(4)

Excludes Greater China. The Company has own sales companies in Japan, Korea, Australia and Malaysia in the region. No country in this region is deemed individually material in terms of revenues for the Group.

BREAKDOWN OF REVENUES BY SEGMENT

USD million	2022		2021		2020
Technical Apparel	​	1,095.5	​	950.7	​	685.4
Outdoor Performance	​	1,416.5	​	1,235.7	​	1,091.6
Ball & Racquet Sports	​	1,036.7	​	880.1	​	669.3
Total	​	3,548.8	​	3,066.5	​	2,446.3

BREAKDOWN OF REVENUES BY CHANNEL

USD million	2022		2021		2020
Wholesale	​	2,502.7	​	2,236.3	​	1,916.3
Retail	​	532.3	​	425.8	​	256.6
E-commerce	​	513.8	​	404.4	​	273.5
Total	​	3,548.8	​	3,066.5	​	2,446.3

The Company did not recognize 10% or more of total revenue with one single customer in any of the periods presented.

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CONTRACT BALANCES

Contract liabilities amounted to USD 20.8 million as of December 31, 2022, USD 14.8 million as of December 31, 2021 and USD 11.8 million as of January 1, 2021, and primarily relate to advance payments received as well as accrued discounts and rebates. The Company expects that these contract liabilities will result in revenue within one year.

RIGHT OF RETURN ASSETS AND REFUND LIABILITIES

USD million	December 31, 2022		December 31, 2021		January 1, 2021
Right of return assets	​	11.4	​	9.3	​	7.2
Refund liabilities	​	38.2	​	26.4	​	21.5

Right of return assets represent Amer Sports’ right to recover the products expected to be returned by customers. The asset is measured at the former carrying amount of the inventory less any expected costs to recover the products, including any potential decreases in the value of the returned products.

Refund liabilities represent the obligation to refund some or all of the consideration receivable from the customer and is measured at the amount Amer Sports expects it will have to return to the customer.

6.   OTHER OPERATING INCOME

USD million	2022		2021		2020
Gain on sale of property, plant and equipment	​	0.3	​	0.0	​	0.1
Government subsidies	​	7.0	​	5.3	​	3.4
Credits for research and competitiveness taxes	​	0.6	​	0.4	​	0.6
Insurance compensations	​	0.2	​	0.8	​	0.2
Other	​	3.3	​	2.5	​	2.9
Total	​	11.4	​	9.0	​	7.2

7.   EMPLOYEE BENEFITS

Employee benefit expenses

USD million	2022		2021		2020
Wages and salaries	​	541.3	​	514.3	​	392.0
Social expenditure	​	​	​	​	​	​
Pensions–defined contribution plans	​	27.2	​	25.9	​	16.1
Pensions–defined benefit plans	​	3.1	​	4.7	​	4.8
Social security expenses	​	102.4	​	98.8	​	85.7
Total	​	674.0	​	643.7	​	498.6

The Group has received employee-related subsidies due to the adverse impacts of the COVID-19 pandemic. They amounted to USD 0.5 million in 2022, USD 3.2 million in 2021 and USD 15.6 million in 2020. They have been netted against wages and salaries as well as social expenditure.

In countries where social expenditure paid to the government cannot be divided between pensions and other social security, the expenses are presented under the heading social security expenses.

The Group has share-based incentive plans (ESOP) in place. They are presented in note 10.

Salaries and other compensation of the management are presented in note 26.

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8.   PENSIONS

The pension arrangements for the Group companies are based on local regulations and practices in each country. Amer Sports, Inc. has no employees and therefore had no pension arrangements in place during the periods presented. The Group’s defined benefit pension plans at the end of the reporting period relate to the Group’s operating entities. The Group has defined benefit pension plans in the United States, France, Switzerland, the UK, Germany, Japan, Sweden and Austria. These plans are partially or fully funded. In some countries the funding is carried out through external pension funds whose assets are not included in the Group’s assets. Contributions to the funds are made in accordance with local regulations. In the United States and the UK, the pension plans are closed, and new members are no longer accepted.

The Group’s pension arrangements comply with the local rules and practices of the countries where the Group operates. The Group’s pension arrangements are either defined contribution or defined benefit plans. Under defined contribution plans, the Group pays fixed contributions into a separate entity (a fund) and does not have any legal or constructive obligation to pay further contributions. Under defined contribution plans, the Group’s contributions are recorded as an expense in the period to which they relate.

Defined benefit plans are post-employment benefit plans other than defined contribution plans. In total, there are 14 post-employment benefit plans qualifying as defined benefit plans. The defined benefit plans in the USA, the UK and Austria represent approximately 85% of the defined benefit obligation and are described in more detail:

USA Wilson Retirement Pension Plan (USA Wilson Plan)

Wilson Sporting Goods Co. provides to the participants of the USA Wilson Plan benefit as a flat dollar amount for each year of service. The plan was offered to employees who joined the Company before January 1, 2003 (November 22, 2004 for union employees). New employees are offered a defined contribution plan only. For salaried plan participants, the benefit is a final salary pension plan offered to employees who joined the Company before January 1, 1999. New employees (hired after 1998) are offered a defined contribution plan only. The plan operates under trust law and is managed and administered by the Trustee on behalf of the members. The plan’s assets are held by the trust.

The former Retirement Income Plan was merged into the USA Wilson Plan in 2022, effective December 31, 2022.

USA Post Retirement Life Insurance and Medical Plan

According to the Post Retirement Life Insurance and Medical Plan, Wilson Sporting Goods Co. provides life insurance benefits to salaried employees who joined the Company before January 1, 1999 and hourly employees who joined the Company before January 1, 2003 (November 22, 2004 for union employees). The Post Retirement Life Insurance and Medical Plan grants post-employment benefits.

USA Post Retirement Disabled Life Insurance and LTD Medical Plan

According to the plan, Wilson Sporting Goods Co. provides post retirement life insurance benefits to employees who were disabled prior to 2012 with coverage ending at age 65. The plan grants post-employment benefits.

UK Wilson Sporting Goods Company Limited Pension and Life Assurance Plan (UK Wilson Plan):

The UK Wilson Plan within Amer Sports UK Limited is an occupational defined benefit pension scheme that is set up under irrevocable Trust. The UK Wilson Plan grants post-employment benefits. Assets are invested in Mobius Life as institutional investment platform and held for the purpose of paying pensions and other benefits in accordance with the Trust Deed & Rules. The plan was closed to new entrants for pension benefits with effect from January 1, 2003 and was closed to future accrual of benefits with effect from January 31, 2008.

Austria Severance Payment schemes OLD

Amer Sports Austria GmbH, Amer Sports Holding GmbH and Atomic Austria GmbH have to pay a statutory amount, which is based on the employee’s seniority at time of retirement, expressed as a defined

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number of month’s salary. Payment is due in the event of resignation, such as early termination with entitlement to severance payment (e.g., in the event of termination by the employer or termination by mutual consent), old-age pension (“Alterspension”), disability (“Berufsunfahigkeit”) or death. The unfunded Severance Payment Schemes OLD grants postemployment benefits. The payment scheme was closed by law for new entrants after 31 December 2002.

In the USA the former Retirement Income Plan was merged into the Hourly Pension Plan in 2022, renamed the Wilson Retirement Pension Plan, effective December 31, 2022. The merger of the plan is based on the status achieved as at December 31, 2022, and therefore has no accounting and/or presentation implications for the consolidated financial statements.

The net liability recognized in the statement of financial position relating to defined benefit pension plans is defined as follows:

USD million	December 31, 2022		December 31, 2021		January 1, 2021
Present value of funded obligations	​	168.4	​	231.1	​	251.3
Fair value of plan assets	​	-136.6	​	-179.2	​	-172.3
Net liability in the consolidated statement of financial position	​	31.8	​	51.9	​	79.0

The movements in the defined benefit obligation in 2022 were as follows:

USD million	Present value of obligation		Fair value of plan asset		Total
At January 1, 2022	​	231.1	​	-179.1	​	51.9
Current service cost	​	3.1	​	0.0	​	3.1
Past service cost and gains and losses on settlements	​	-0.4	​	0.0	​	-0.4
Administration cost paid from plan assets	​	-0.4	​	0.4	​	0.0
Interest expense/(income)	​	4.8	​	-4.4	​	0.4
Cost recognized in the consolidated statement of loss	​	7.0	​	-3.9	​	3.1
Remeasurements:	​	​	​	​	​	​
Return on plan assets, excluding amounts included in interest expenses/​(income)	​	0.0	​	39.9	​	39.9
(Gain)/loss from change in demographic assumptions	​	0.0	​	0.0	​	0.0
(Gain)/loss from change in financial assumptions	​	-49.8	​	0.0	​	-49.8
Experience (gains)/losses	​	-1.3	​	0.0	​	-1.3
Remeasurements effects recognized in OCI	​	-51.0	​	39.9	​	-11.1
Contributions:	​	​	​	​	​	​
Employers	​	0.1	​	-7.6	​	-7.5
Employees	​	0.3	​	-0.3	​	0.0
Benefits paid from plan assets	​	-10.3	​	8.9	​	-1.4
Other changes	​	-2.2	​	2.1	​	-0.1
Exchange rate differences	​	-6.6	​	3.4	​	-3.2
At December 31, 2022	​	168.4	​	-136.6	​	31.8

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The movements in the defined benefit obligation in 2021 were as follows:

USD million	Present value of obligation		Fair value of plan asset		Total
At January 1, 2021	​	251.4	​	-172.4	​	79.0
Current service cost	​	4.6	​	0.0	​	4.6
Past service cost and gains and losses on settlements	​	-2.5	​	0.0	​	-2.5
Administration cost paid from plan assets	​	-0.6	​	0.6	​	0.0
Interest expense/(income)	​	4.7	​	-3.8	​	0.9
Cost recognized in the consolidated statement of loss	​	6.3	​	-3.3	​	3.0
Remeasurements:	​	​	​	​	​	​
Return on plan assets, excluding amounts included in interest expenses/​(income)	​	0.0	​	-5.9	​	-5.9
(Gain)/loss from change in demographic assumptions	​	0.5	​	0.0	​	0.5
(Gain)/loss from change in financial assumptions	​	-7.8	​	0.0	​	-7.8
Experience (gains)/losses	​	-1.8	​	0.0	​	-1.8
Other changes	​	-3.0	​	0.0	​	-3.0
Remeasurements effects recognized in OCI	​	-12.2	​	-5.9	​	-18.0
Contributions:	​	​	​	​	​	​
Employers	​	-1.9	​	-7.7	​	-9.6
Employees	​	0.4	​	-0.4	​	0.0
Benefits paid from plan assets	​	-10.3	​	9.2	​	-1.1
Exchange rate differences	​	-2.7	​	1.3	​	-1.4
At December 31, 2021	​	231.1	​	-179.1	​	51.9

The movements in the defined benefit obligation in 2020 were as follows:

USD million	Present value of obligation		Fair value of plan asset		Total
At January 1, 2020	​	242.9	​	-166.6	​	76.3
Current service cost	​	4.8	​	0.0	​	4.8
Past service cost and gains and losses on settlements	​	-0.5	​	0.0	​	-0.5
Administration cost paid from plan assets	​	-2.2	​	0.8	​	-1.4
Interest expense/(income)	​	5.1	​	-4.0	​	1.1
Cost recognized in the consolidated statement of loss	​	7.2	​	-3.2	​	4.0
Remeasurements:	​	​	​	​	​	​
Return on plan assets, excluding amounts included in interest expenses/​(income)	​	0.0	​	-15.0	​	-15.0
(Gain)/loss from change in demographic assumptions	​	-2.3	​	0.0	​	-2.3
(Gain)/loss from change in financial assumptions	​	16.0	​	0.0	​	16.0
Experience (gains)/losses	​	-0.8	​	0.0	​	-0.8
Remeasurements effects recognized in OCI	​	12.9	​	-15.0	​	-2.1

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USD million	Present value of obligation		Fair value of plan asset		Total
Contributions:	​	​	​	​	​	​
Employers	​	-0.1	​	-1.6	​	-1.7
Employees	​	0.5	​	-0.5	​	0.0
Benefits paid from plan assets	​	-11.4	​	9.5	​	-1.9
Other changes	​	-7.7	​	8.3	​	0.6
Exchange rate differences	​	7.1	​	-3.3	​	3.8
At December 31, 2020	​	251.4	​	-172.4	​	79.0

Principal actuarial assumptions:

​	December 31, 2022
%	USA	UK	France		Switzerland	Austria		Japan
Discount rate	2.65 / 5.35	4.80	​	3.70	2.00 / 2.10	​	3.30	​	1.30
Inflation	2.25	2.30 / 3.00	​	3.70	1.00	​	n/a	​	0.00
Future salary increases	2.50	2.30	​	3.00	1.00	​	5.00	​	1.70
Future pension increases	0.00	2.00	​	2.20	0.00	​	n/a	​	0.00

​	December 31, 2021
%	USA	UK		France		Switzerland	Austria		Japan
Discount rate	2.55 / 2.85	​	1.80	​	0.90	0.20 / 0.30	​	1.05	​	0.40
Inflation	2.25	​	3.50	​	1.62	1.00	​	n/a	​	0.00
Future salary increases	2.50	​	2.80	​	2.50	1.00	​	2.50	​	1.70
Future pension increases	0.00	​	2.30	​	1.00	0.00	​	n/a	​	0.00

​	December 31, 2020
%	USA	UK		France		Switzerland	Austria		Japan
Discount rate	2.20 / 3.30	​	1.25	​	0.35	0.20 / 0.30	​	0.85	​	0.40
Inflation	2.25 / 2.50	​	3.00	​	1.00	1.00	​	n/a	​	0.00
Future salary increases	2.50	​	2.20	​	2.50	1.00	​	1.80	​	1.70
Future pension increases	0.00	​	2.00	​	1.00	0.00	​	n/a	​	0.00

Sensitivity analysis:

​	​	Impact on defined obligation (USD million)
	Change in assumption	2022		2021		2020
Discount rate	0.25% decrease	​	4.5	​	7.7	​	8.7
Inflation rate	0.25% increase	​	1.1	​	1.6	​	2.8
Mortality rate	1 year increase in life expectancy	​	3.6	​	6.3	​	6.9

The above sensitivity analyses are based on a change in one assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in the consolidated statement of financial position.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

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No asset-liability matching is used to determine the investment strategy.

Major categories of plan assets:

USD million	December 31, 2022		December 31, 2021		January 1, 2021
US equities	​	23.2	​	29.3	​	32.4
UK equities	​	5.1	​	7.6	​	6.6
Other equities	​	22.1	​	26.4	​	28.1
Corporate bonds	​	58.6	​	79.3	​	73.8
Government bonds	​	21.4	​	30.6	​	26.0
Other including cash	​	6.2	​	5.9	​	5.4

Equity securities and government bonds have quoted prices in active markets.

Through its defined pension plans the Company is exposed to actuarial risks such as investment risk, interest rate risk, inflation risk and mortality risk.

The main risk is that additional contributions are required if investment returns are not sufficient to pay for the benefits. The level of equity returns is a key determinant of overall investment return. The investment portfolio is also subject to a range of other risks typical to asset classes held.

A decrease in discount rates, a rise in inflation or an increase in life expectancy would result in an increase in plan liabilities. This would detrimentally impact the position in the consolidated statement of financial position and may give rise to increased cost in the consolidated statement of loss. This effect would be partially offset by an increase in the value of the plan’s bond holdings. Additionally, caps on inflationary increases are in place to protect the plan against extreme inflation.

The estimated contributions to the pension plans are USD 8.6 million during 2023.

The weighted average of the duration of the defined benefit obligations was 9.5 years in 2022, 11.7 years in 2021 and 13.1 years in 2020 (continuing operations).

9.   DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES

Depreciation and amortization by asset type

USD million	2022		2021		2020
Amortization:	​	​	​	​	​	​
Customer relationship	​	23.3	​	25.9	​	26.8
Other intangible assets	​	34.4	​	32.6	​	29.0
Depreciation:	​	​	​	​	​	​
Buildings and constructions	​	30.2	​	26.7	​	21.4
Machinery and equipment	​	33.0	​	36.4	​	33.5
Right-of-use buildings and constructions	​	65.4	​	66.4	​	59.4
Right-of-use machinery and equipment	​	7.9	​	7.7	​	9.8
Total	​	194.3	​	195.7	​	179.9

Impairment losses by asset type

USD million	2022		2021		2020
Goodwill	​	179.0	​	—	​	—
Trademarks	​	19.1	​	—	​	—
Total	​	198.1	​	—	​	—

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Depreciation, amortization and impairment by function

USD million	2022		2021		2020
Cost of goods sold	​	34.0	​	36.9	​	34.3
Selling and marketing	​	112.2	​	113.8	​	102.3
Administrative and other expenses	​	48.2	​	45.0	​	43.3
Impairment losses on non-financial assets	​	198.1	​	—	​	—
Total	​	392.4	​	195.7	​	179.9

Impairment losses by asset type

An impairment on goodwill amounting to USD 179.0 million and on trademarks amounting to USD 19.1 million was recognized for Peak Performance in 2022. The recoverable amount for Peak Performance as of December 31, 2022 is USD 197.2 million and is based on value-in- use calculations. In 2020 or 2021, no impairment losses on goodwill and trademarks were recorded in the continuing operations.

Impairment tests of goodwill and intangible assets with indefinite useful lives, such as trademarks, are performed when the management has identified indications of impairment or once a year when business plans for the next strategic planning horizon are approved by the management. The Group management uses assumptions in respect of future market and economic conditions, such as economic growth, expected inflation rates, expected market share, revenue and margin developments.

Goodwill is monitored by management at Cash Generating Unit (“CGU”) level, the level at which it and other intangible assets with indefinite lives are tested for impairment. The CGUs in the Group for continuing operations are the following: Winter Sports Equipment, Salomon Apparel and Footwear, Arc’teryx, Ball & Racquet Sports and Peak Performance. Discontinued operations are discussed in note 29.

The impairment tests were calculated during the fourth quarter of 2022, 2021, and 2020 respectively. The recoverable amounts of all CGUs were determined by the higher of fair value less cost of disposal and value in use (“VIU”). VIU has been calculated using the discounted cash flow method for each CGU. The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industries and have been based on historical data from external and internal sources. The key assumptions used in the estimation of the value in use are set out below.

The VIU of all CGUs were determined by cash flow projections based on a 10-year financial forecast, of which the first 5-years were prepared by management and approved by the board. To better reflect the medium-term growth expectations for the CGU in growing markets, financial forecast after first 5-year period are extrapolated for a further 5-years using declining growth rates which reduces the year five growth rate down to the long-term growth rate as shown below.

The following table shows the revenue growth rates of the 5-year financial forecast prepared by management (average of the first five years) for the respective CGUs:

​	2022		2021		2020
Winter Sports Equipment	​	8.7%	​	11.9%	​	8.5%
Salomon Apparel and Footwear	​	18.9%	​	19.8%	​	15.1%
Arc’teryx Apparel and Gear	​	27.0%	​	24.5%	​	23.6%
Peak Performance	​	12.2%	​	14.8%	​	22.2%
Sports Instruments (Suunto)	​	n/a	​	n/a	​	5.6%
Ball & Racquet Sports	​	9.3%	​	8.7%	​	15.4%

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This following table shows the revenue growth rates of the next 5-year forecast (extrapolated) (average of the second five years) for the respective CGUs:

​	2022		2021		2020
Winter Sports Equipment	​	4.8%	​	5.3%	​	2.6%
Salomon Apparel and Footwear	​	6.9%	​	7.9%	​	7.7%
Arc’teryx Apparel and Gear	​	11.2%	​	8.1%	​	9.3%
Peak Performance	​	7.2%	​	10.1%	​	9.1%
Sports Instruments (Suunto)	​	n/a	​	n/a	​	5.2%
Ball & Racquet Sports	​	4.5%	​	4.5%	​	5.8%

The terminal value is derived from Gordon Growth model. The perpetuity growth is 2% which is in line with the management’s view on long-term inflation, indicating no growth in real terms. In some cases, when management expects above or below average growth after the estimated period, the terminal growth rate may rise to 3% or drop to 1%.

This following table shows the terminal growth rates for the respective CGUs:

​	2022		2021		2020
Winter Sports Equipment	​	2%	​	2%	​	2%
Salomon Apparel and Footwear	​	2%	​	2%	​	2%
Arc’teryx Apparel and Gear	​	3%	​	3%	​	3%
Peak Performance	​	2%	​	2%	​	2%
Sports Instruments (Suunto)	​	n/a	​	n/a	​	1%
Ball & Racquet Sports	​	2%	​	2%	​	2%

Cash flows are discounted back to present value using a risk adjusted discount rate, which is determined to each CGU separately.

The following pre-tax discount rates are adopted for the respective CGUs:

​	2022		2021		2020
Winter Sports Equipment	​	12.8%	​	10.3%	​	10.1%
Salomon Apparel and Footwear	​	19.0%	​	14.3%	​	12.3%
Arc’teryx Apparel and Gear	​	15.5%	​	13.1%	​	12.1%
Peak Performance	​	15.5%	​	13.1%	​	13.2%
Sports Instruments (Suunto)	​	n/a	​	n/a	​	12.5%
Ball & Racquet Sports	​	15.1%	​	12.2%	​	12.7%

The main components of the discount rate were:	2022	2021	2020
Risk Free Interest Rate of Debt	2.4%–3.9%	0.1%–1.5%	0.0%–0.9%
Post-beta Market Risk Premium	5.4%–7.2%	4.7%–6.2%	5.2%–6.6%
Risk Premium	1.7%–5.6%	2.7%–5.6%	3.2%–5.2%
Pre-Tax Cost of Debt	7.1%–8.2%	3.7%–5.4%	4.0%–7.8%
Tax Rate	25%	25%	25%

Impairment Loss:

Due to the significant rise in the discount rate used in impairment testing and the recent change of strategic plan for the Peak Performance business, an impairment on goodwill of USD 179.0 million and an impairment on trademarks of USD 19.1 million for Peak Performance business was recognized in 2022.

Amer Sports brands are well known and established in their respective markets. Products sold under these brands have been available to customers for a long period of time and they have been used by top

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athletes for decades. Amer Sports focuses on brand awareness and on the quality and performance of the products sold under those brands. The brands will continue to generate positive cash flow, hence they are not subject to amortization.

Goodwill and trademarks have been allocated to CGUs as described in the table below.

​	Goodwill						Trademarks
USD million	December 31, 2022		December 31, 2021		January 1, 2021		December 31, 2022		December 31, 2021		January 1, 2021
Winter Sports Equipment	​	149.0	​	158.2	​	171.4	​	270.9	​	287.7	​	311.7
Salomon Apparel and Footwear	​	583.4	​	619.5	​	671.1	​	477.8	​	507.4	​	549.7
Arc’teryx Apparel and Gear	​	1,361.7	​	1,361.7	​	1,361.7	​	943.7	​	943.7	​	943.7
Peak Performance	​	—	​	192.6	​	208.7	​	151.6	​	181.2	​	196.3
Sports Instruments	​	—	​	—	​	—	​	—	​	—	​	29.2
Ball & Racquet Sports	​	148.3	​	148.3	​	148.3	​	550.5	​	550.5	​	550.5
Total	​	2,242.4	​	2,480.3	​	2,561.2	​	2,394.5	​	2,470.5	​	2,581.1

Sensitivity Analysis:

The estimated recoverable amount of Peak Performance exceeded its carrying amount by USD 14.9 million and approximately USD 30.9 million as of 31 December 2021 and 2020, respectively. Also, the estimated recoverable amount of Winter Sports Equipment exceeded its carrying amount by USD 38.9 million, USD 23.6 million and approximately USD 93.4 million as of 31 December 2022, 2021 and 2020, respectively.

The assumptions applied by management for calculating the recoverable amount are sensitive to change and could cause the carrying amount to exceed the recoverable amount. The following table shows the amount by which these two assumptions would need to change individually for the estimated recoverable amount to be equal to the carrying amount.

​	Change required for carrying amount to equal recoverable amount
In percent	2022		2021		2020
Peak Performance	​	​	​	​	​	​
– Terminal growth rate	​	n/a*	​	-0.5%	​	-1.0%
– Discount rate	​	n/a*	​	0.2%	​	0.5%
Winter Sports Equipment	​	​	​	​	​	​
– Terminal growth rate	​	-0.8%	​	-0.3%	​	-1.1%
– Discount rate	​	0.3%	​	0.1%	​	0.6%

*

Note: For the year ended December 31, 2022, management has performed an annual impairment testing for the CGU of Peak Performance. Within the range of possible estimated recoverable amounts, management has taken a prudent approach and recognized a full goodwill impairment and allocated the remaining impairment amount to trademarks. Management is of the view that the impairment provided is adequate under the prudent scenario.

Based on the valuation of the other CGUs, management is of the view that there are no reasonably possible changes in the key assumptions of other CGUs that would cause the carrying amount to exceed the recoverable amount.

F-62

10.   SHARE-BASED PAYMENTS

Employee Stock Ownership Plan 2019

The objectives of the Employee Stock Ownership Plan 2019 (“2019 ESOP”) are to align the interest of the shareholders and key employees in order to increase the value of the Company in the long-term, and to commit key employees to the Company. The 2019 ESOP provides for awards in the form of stock options to the Group’s key employees, and it is an equity-settled arrangement, except for stock options granted to certain employees which allow them to elect for shares or cash settlement.

The maximum number of options that may be granted is 3% of all of the Company’s issued and outstanding shares.

Subject to a participant’s continued employment, options granted under the 2019 ESOP will vest upon satisfaction of vesting conditions set out in an award agreement and an exit event (a public offering of the shares of the Company or a sale of a controlling majority of the shares in the Company or business assets) (the “exit event”).

In addition to an exit event, 35% of the options granted are time-vested, which vest evenly on an annual basis over a 5-year period, 65% of the options granted are with Group and/or brand performances.

The vesting of the options is subject to an exit event, which is a non-market performance condition. No share-based payment cost for equity-settled awards and cash-settled awards has been recognized during the years ended December 31, 2022, 2021 and 2020 since the occurrence of such event was not deemed probable during any of the reporting periods.

The number and weighted-average exercise prices of share options under the 2019 ESOP were as follows:

​	2022			2021			2020
In thousands of options	Number of options		Weighted- average exercise price	Number of options		Weighted- average exercise price	Number of options		Weighted- average exercise price
Outstanding at January 1	​	2,724,970	EUR 23.60	​	2,143,105	EUR 23.60	​	0	EUR 23.60
Granted during the year	​	201,636	EUR 23.60	​	1,244,384	EUR 23.60	​	2,200,715	EUR 23.60
Forfeited during the year	​	-28,805	EUR 23.60	​	-662,519	EUR 23.60	​	-57,610	EUR 23.60
Exercised during the year	​	0	0	​	0	0	​	0	0
Outstanding at December 31	​	2,897,801	EUR 23.60	​	2,724,970	EUR 23.60	​	2,143,105	EUR 23.60
Exercisable at December 31	​	0	0	​	0		​	​

The options outstanding at December 31, 2022 had an exercise price of EUR 23.60 and a remaining contractual life of 7 years (December 31, 2021: 8 years, December 31, 2020: 9 years)

No options were exercised during the reporting periods.

Included in the above options are cash-settled awards granted to certain employees. On January 15, 2020, April 1, 2020, January 16, 2021, May 20, 2021 and March 30, 2022, the Group granted 518,493, 57,610, 345,662, 34,566 and 92,177 options, respectively, to certain employees who can elect shares or cash settlement. The exercise prices of these options granted were EUR 23.60. These options expire at December 31, 2029. The amount of the cash payment, where applicable, is determined based on the share price of the Company at the time of exercise less the exercise price and relevant taxes.

Fair value of options granted

The fair value of the options has been measured using a Monte Carlo simulation model. Service and non-market performance conditions attached to the options were not taken into account in measuring fair value. Market performance condition was taken into account in measuring fair value. Equity-settled awards are measured on the grant date, while cash-settled awards are remeasured until settlement.

F-63

The inputs used in the measurement of the fair values at grant date of the equity-settled and cash-settled awards were as follows.

​	Equity-settled awards:			Cash-settled awards:
​	December, 31 2022	December, 31 2021	December, 31 2020	December, 31 2022	December, 31 2021	December, 31 2020
Fair value at grant dates:	​	​	​	Remeasured fair value:		​
Time vested options	EUR 18.88–22.94	EUR 8.10–14.03	EUR 4.95–6.04	EUR 22.22–22.87	EUR 18.25–18.43	EUR 8.03–8.06
Brand performance based options	EUR 18.32–22.02	EUR 7.94–13.67	EUR 4.94–6.01	EUR 22.22	EUR 18.25	EUR 8.02
Group performance based options	EUR 8.72–10.91	EUR 2.82–5.84	EUR 1.24–2.15	EUR 11.01	EUR 8.89	EUR 2.92
Fair value of underlying share at grant dates	EUR 37.63–41.24	EUR 23.92–32.08	EUR 20.01–20.31	EUR 41.24	EUR 37.63	EUR 23.92
Exercise price	EUR 23.60	EUR 23.60	EUR 23.60	EUR 23.60	EUR 23.60	EUR 23.60
Expected volatility	39.0%–45.5%	37.8%–40.1%	30.9%–37.7%	41.8%–45.7%	38.9%–41.1%	38.2%
Expected life	3.05–6.00 years	4.18–6.00 years	5.33–6.00 years	3.00–5.25 years	4.00–5.39 years	5.00–5.25 years
Expected dividends	0%	0%	0%	0%	0%	0%
Risk-free interest rate	0.3%–2.0%	0%	0%	2.5%	0%	0%

Expected volatility has been based on the historical volatility of the comparable companies’ share price, particularly over the historical period commensurate with the expected life of the options. The expected life of the instrument refers to the vesting date plus one year, which is based on general option holder behavior.

11.   FINANCE INCOME AND COST

USD million	2022		2021		2020
Finance income	​	​	​	​	​	​
Interest income	​	3.1	​	1.6	​	1.0
Other finance income	​	0.2	​	0.7	​	0.6
​	​	3.3	​	2.3	​	1.6
Finance cost	​	​	​	​	​	​
Interest cost	​	​	​	​	​	​
Interest cost on interest bearing debt	​	-90.5	​	-98.3	​	-101.8
Interest cost related to derivative instruments	​	-5.8	​	-3.6	​	-7.2
Interest cost to related parties	​	-138.5	​	-142.6	​	-133.5
Interest cost on lease liabilities	​	-8.5	​	-9.1	​	-8.2
Interest cost related to pension liabilities	​	-0.6	​	-1.0	​	-1.2
Other interest cost*	​	6.4	​	-10.7	​	-8.1
Total interest cost	​	-237.5	​	-265.3	​	-260.0
Change in fair value of derivative instruments not used in hedge accounting	​	7.0	​	1.4	​	0.9
Exchange rate gains or losses	​	6.0	​	-0.8	​	-1.4
Other finance cost	​	-12.0	​	-14.3	​	-13.6
​	​	-236.5	​	-279.0	​	-274.1
Net finance cost	​	-233.2	​	-276.7	​	-272.5

*

Other interest cost consist mainly of items related to group-level hedge accounting entries that are presented under interest cost on a net basis.

F-64

12.

INCOME TAXES

USD million	2022		2021		2020
Current taxes	​	65.5	​	28.5	​	51.0
Deferred taxes of deferred tax assets	​	-3.4	​	15.0	​	-15.0
Deferred taxes of deferred tax liabilities	​	-13.8	​	-8.8	​	-9.8
Total deferred taxes	​	-17.2	​	6.2	​	-24.8
Total	​	48.3	​	34.7	​	26.2
Thereof for prior periods’ current taxes	​	-5.4	​	-1.4	​	1.4

In 2021, EMEA taxes included a one-off impact related to utilization of prior year tax losses which were not recognized as a deferred tax asset in prior years.

Reconciliation between income taxes at local tax rates in different countries and the total tax expense in the statement of loss:

USD million	2022		2021		2020
Loss from continuing operations before income tax expense	​	-182.6	​	-89.8	​	-147.4
Effective tax rate	​	-26%	​	-39%	​	-18%
Income tax using the effective tax rate	​	48.3	​	34.7	​	26.2
Taxes at local rates applicable to earnings in countries concerned*	​	-4.3	​	-9.5	​	-24.4
Permanent differences	​	0.0	​	1.1	​	-3.7
Deferred taxes on temporary differences which were not recognized	​	41.9	​	29.5	​	34.3
Deferred taxes on net operating losses which were not recognized	​	5.4	​	1.7	​	7.8
Changes in tax rates	​	-0.4	​	0.2	​	2.0
Changes in uncertain tax positions	​	0.6	​	1.4	​	1.5
Taxes for prior periods	​	-1.2	​	3.1	​	-0.5
Tax credits/withholding tax	​	6.1	​	3.9	​	1.4
Other US taxes (BEAT & GILTI)	​	1.7	​	3.6	​	3.1
Other	​	-1.5	​	-0.3	​	4.7
Taxes recognized in the statement of loss	​	48.3	​	34.7	​	26.2

The table above shows a reconciliation between tax expense (2022: USD 48.3 million, 2021: USD 34.7 million, 2020: USD 26.2 million) and the product of the loss from continuing operations before income tax expense (2022: USD 182.6 million, 2021: USD 89.8 million, 2020: USD 147.4 million) multiplied by the average tax rate (2022: -26%; 2021: -39%, 2020: -18%). The average tax rate is a quotient from the Group’s loss and tax expense. In 2022, it was negative mainly because of an impairment charge for book purposes for which no deferred taxes could be recorded. It changed in 2020 and 2021 from the prior year, respectively, because of changes in the mix of profits and losses included in its computation. The taxes at local rates applicable to earnings in countries concerned (2022: USD -4.3 million, 2021: USD -9.5 million, 2020: USD -24.4 million) include the aggregate of income taxes prepared by using the local statutory rate in each individual jurisdiction. The major reconciling items to total tax include unrecognized deferred tax assets from unused interest expense and tax losses, and tax credits/withholding taxes, which are disclosed in the respective line items.

F-65

DEFERRED TAX ASSETS AND LIABILITIES

USD million	December 31, 2022		December 31, 2021		January 1, 2021
Deferred tax assets:	​	​	​	​	​	​
Provisions	​	39.8	​	32.7	​	25.4
Carryforward of unused tax losses	​	19.8	​	24.5	​	26.9
Employee benefits	​	4.2	​	8.0	​	14.0
Impairment	​	3.0	​	3.0	​	3.0
Fair value adjustments	​	5.0	​	2.3	​	9.5
Tax credits	​	2.5	​	12.3	​	13.0
Internal inventory margin	​	11.0	​	5.9	​	14.0
Other temporary differences	​	15.1	​	11.5	​	5.9
Total	​	100.4	​	100.2	​	111.7
Deferred tax liabilities:	​	​	​	​	​	​
Depreciation differences	​	-20.9	​	-19.8	​	-12.2
Difference between carrying value and fair value	​	​	​	​	​	​
adjustment due to acquisition of Amer Sports Corporation	​	​	​	​	​	​
Trademarks	​	-505.9	​	-515.0	​	-536.1
Other intangible assets	​	-68.3	​	-81.5	​	-105.6
Property, plant and equipment	​	-17.7	​	-20.0	​	-22.8
​	​	-591.9	​	-616.5	​	-664.5
Other temporary differences*	​	-34.2	​	-40.6	​	-41.8
Total	​	-647.0	​	-676.9	​	-718.5
Net deferred tax liabilities	​	-546.6	​	-576.7	​	-606.8

*

Consists mainly of deferred tax liability of customer and marketing related intangibles

Deferred taxes recognized in the statement of financial position:	​	​	​
Deferred tax assets	108.7	101.6	154.9
Deferred tax liabilities	655.3	678.3	761.7
​	-546.6	-576.7	-606.8

USD million	January 1, 2022		Charge in consolidated statement of loss		Translation differences		Charged to OCI		December 31, 2022
Provisions	​	32.7	​	8.5	​	-1.4	​	—	​	39.8
Carryforward of unused tax losses	​	24.5	​	-3.9	​	-0.8	​	—	​	19.8
Employee benefits	​	8.0	​	-1.2	​	0.1	​	-2.7	​	4.2
Impairment	​	3.0	​	0.1	​	-0.1	​	—	​	3.0
Fair value adjustments	​	2.3	​	0.0	​	0.4	​	2.3	​	5.0
Tax credits	​	12.3	​	-9.4	​	-0.4	​	—	​	2.5
Internal inventory margin	​	5.9	​	5.4	​	-0.3	​	—	​	11.0
Depreciation differences	​	-19.8	​	-1.0	​	-0.1	​	—	​	-20.9
Difference between carrying value and fair value	​	​	​	​	​	​	​	​	​	0.0
adjustment due to acquisition of Amer Sports Corporation	​	-616.5	​	10.6	​	14.0	​	—	​	-591.9
Other temporary differences	​	-29.1	​	8.1	​	1.9	​	—	​	-19.1
Total	​	-576.7	​	17.2	​	13.3	​	-0.4	​	-546.6

F-66

USD million	January 1, 2021		Charge in consolidated statement of loss		Translation differences		Charged to OCI		Reclassified to assets and liabilities held for sale		Reclassified to continuing business		December 31, 2021
Provisions	​	25.4	​	9.0	​	-0.7	​	—	​	-1.2	​	0.2	​	32.7
Carryforward of unused tax losses	​	26.9	​	-17.6	​	0.4	​	—	​	14.8	​	—	​	24.5
Employee benefits	​	14.0	​	-1.3	​	-0.7	​	-4.0	​	—	​	—	​	8.0
Impairment	​	3.0	​	0.0	​	0.0	​	—	​	—	​	—	​	3.0
Fair value adjustments	​	9.5	​	3.6	​	0.0	​	-10.8	​	—	​	—	​	2.3
Tax credits	​	13.0	​	-0.9	​	-0.6	​	—	​	—	​	0.8	​	12.3
Internal inventory margin	​	14.0	​	-7.1	​	-1.0	​	—	​	—	​	—	​	5.9
Depreciation differences	​	-12.2	​	-2.8	​	-0.9	​	—	​	-1.9	​	-2.0	​	-19.8
Difference between carrying value and fair value	​	​	​	​	​	​	​	​	​	​	​	—	​	​
adjustment due to acquisition of Amer Sports Corporation	​	-664.5	​	12.6	​	21.9	​	—	​	13.5	​	—	​	-616.5
Other temporary differences	​	-35.9	​	-1.7	​	2.3	​	—	​	—	​	6.2	​	-29.1
Total	​	-606.8	​	-6.2	​	20.7	​	-14.8	​	25.2	​	5.2	​	-576.7

Recognized tax losses:

​

​

Amount of losses

Amount of deferred tax assets relating to losses

Jurisdiction

Expiry

December 31, 2022

December 31, 2021

January 1, 2021

December 31, 2022

December 31, 2021

January 1, 2021

France

indefinite

​

51.6

​

53.9

​

39.9

​

12.9

​

13.5

​

10.4

the United States

indefinite

​

—

​

12.8

​

23.5

​

—

​

3.5

​

5.2

Sweden

indefinite

​

22.4

​

22.9

​

28.5

​

4.6

​

4.7

​

5.9

Switzerland

2027

​

—

​

—

​

24.3

​

—

​

—

​

3.4

Others

​

​

​

​

​

​

​

​

2.9

​

2.8

​

1.7

Total

​

​

​

​

​

​

​

​

20.4

​

24.5

​

26.6

USD million	December 31, 2022		December 31, 2021		January 1, 2021
Unused tax losses carried forward, for which no deferred tax assets were recognized	​	57.6	​	37.6	​	122.1
Other temporary differences, for which no deferred tax assets were recognized	​	668.1	​	504.2	​	384.5
Unrecognized net deferred tax assets	​	155.1	​	113.7	​	106.6

The other temporary differences comprise mostly of non-deductible interest expenses. No deferred tax assets have been recognized for above mentioned unused tax losses and other temporary differences since their utilization in full in the near future is not probable or the losses have been created in countries where the possibilities for their utilization are limited. For the assessment of probability, in addition to past performance and the respective prospects for the foreseeable future, appropriate tax structuring measures are also taken into consideration. The major part of the unrecognized deferred tax assets originated in Finland.

Amer Sports does not recognize deferred tax liabilities for unremitted earnings of subsidiaries to the extent that they are expected to be permanently invested in international operations. These earnings, the amount of which cannot be practicably computed, could become subject to additional tax if they were remitted as dividends or if the Company were to sell the shareholdings in the subsidiaries.

F-67

13.

INTANGIBLE ASSETS

USD million	Goodwill		Trademarks		Customer relationship		Other intangibles		Intangible advances paid and construction in progress		Total
Initial cost at January 1, 2022	​	2,480.3	​	2,470.5	​	294.2	​	412.7	​	35.2	​	5,693.0
Additions	​	—	​	—	​	—	​	10.9	​	21.2	​	32.1
Transfers	​	—	​	—	​	—	​	58.1	​	-50.4	​	7.7
Translation differences	​	-58.8	​	-56.9	​	-15.4	​	-16.5	​	-2.4	​	-150.0
Balance at December 31, 2022	​	2,421.4	​	2,413.6	​	278.9	​	465.2	​	3.6	​	5,582.7
Accumulated amortization and impairment losses at January 1, 2022	​	—	​	—	​	68.5	​	273.7	​	—	​	342.3
Amortization during the period	​	—	​	—	​	23.3	​	34.4	​	—	​	57.7
Impairment losses	​	179.0	​	19.1	​	—	​	0.0	​	—	​	198.1
Transfers	​	—	​	—	​	—	​	1.8	​	—	​	1.8
Translation differences	​	—	​	—	​	-3.6	​	-12.0	​	—	​	-15.6
Balance at December 31, 2022	​	179.0	​	19.1	​	88.2	​	298.0	​	—	​	584.4
Balance at December 31, 2022	​	2,242.4	​	2,394.5	​	190.7	​	167.2	​	3.6	​	4,998.3

USD million	Goodwill		Trademarks		Customer relationship		Other intangibles		Intangible advances paid and construction in progress		Total
Initial cost at January 1, 2021	​	2,561.2	​	2,581.1	​	335.9	​	498.6	​	12.8	​	5,989.6
Additions	​	—	​	—	​	—	​	3.8	​	22.7	​	26.5
Transfers	​	—	​	—	​	—	​	-3.9	​	—	​	-3.9
Translation differences	​	-80.9	​	-81.4	​	-23.5	​	-7.5	​	-0.3	​	-193.6
Reclassified to assets and liabilities held for sale	​	—	​	-29.2	​	-18.1	​	-78.2	​	—	​	-125.5
Balance at December 31, 2021	​	2,480.3	​	2,470.5	​	294.2	​	412.7	​	35.2	​	5,693.0
Accumulated amortization and impairment losses at January 1, 2021	​	—	​	—	​	50.4	​	294.7	​	—	​	345.1
Amortization during the period	​	—	​	—	​	25.9	​	32.6	​	—	​	58.5
Transfers	​	—	​	—	​	—	​	-4.7	​	—	​	-4.7
Translation differences	​	—	​	—	​	-4.7	​	-9.6	​	—	​	-14.3
Reclassified to assets and liabilities held for sale	​	—	​	—	​	-3.1	​	-39.3	​	—	​	-42.4
Balance at December 31, 2021	​	—	​	—	​	68.5	​	273.7	​	—	​	342.3
Balance at December 31, 2021	​	2,480.3	​	2,470.5	​	225.7	​	139.0	​	35.2	​	5,350.7

Other intangibles primarily comprise capitalized software.

The Company has had no contractual commitments for the acquisition of intangible assets as of December 31, 2022, December 31, 2021 and January 1, 2021.

F-68

14.   PROPERTY, PLANT AND EQUIPMENT

USD million	Land		Buildings and constructions		Machinery and equipment		Advances paid and construction in progress		Property, plant and equipment
Initial cost at January 1, 2022	​	35.6	​	315.6	​	436.4	​	34.1	​	821.7
Additions	​	—	​	28.5	​	15.1	​	33.1	​	76.7
Divestments and disposals	​	—	​	0.0	​	-0.1	​	—	​	-0.2
Transfers	​	0.9	​	-2.4	​	-9.7	​	-32.2	​	-43.4
Translation differences	​	-1.6	​	-14.0	​	-22.0	​	-1.3	​	-39.0
Balance at December 31, 2022	​	34.9	​	327.6	​	419.6	​	33.8	​	815.9
Accumulated depreciation and impairment losses at January 1, 2022	​	—	​	167.7	​	285.3	​	—	​	453.0
Depreciation during the period	​	—	​	30.2	​	33.0	​	—	​	63.3
Divestments and disposals	​	—	​	0.0	​	-0.1	​	—	​	-0.1
Transfers	​	—	​	-8.6	​	-30.1	​	—	​	-38.8
Translation differences	​	—	​	-7.9	​	-15.6	​	—	​	-23.5
Balance at December 31, 2022	​	—	​	181.4	​	272.5	​	—	​	454.0
Balance at December 31, 2022	​	34.9	​	146.2	​	147.1	​	33.8	​	361.9

USD million	Land		Buildings and constructions		Machinery and equipment		Advances paid and construction in progress		Property, plant and equipment
Initial cost at January 1, 2021	​	37.6	​	315.4	​	464.5	​	33.8	​	851.4
Additions	​	0.3	​	15.8	​	11.7	​	30.7	​	58.5
Divestments and disposals	​	—	​	—	​	-0.5	​	—	​	-0.5
Transfers	​	—	​	11.7	​	1.2	​	-28.5	​	-15.6
Translation differences	​	-2.3	​	-14.5	​	-22.1	​	-2.1	​	-41.1
Reclassified to assets and liabilities held for sale	​	—	​	-12.9	​	-18.4	​	0.2	​	-31.0
Balance at December 31, 2021	​	35.6	​	315.6	​	436.4	​	34.1	​	821.7
Accumulated depreciation and impairment losses at January 1, 2021	​	—	​	158.5	​	291.0	​	—	​	449.5
Depreciation during the period	​	—	​	26.7	​	36.4	​	—	​	63.1
Divestments and disposals	​	—	​	-0.1	​	-0.6	​	—	​	-0.7
Transfers	​	—	​	-0.1	​	-10.5	​	—	​	-10.6
Translation differences	​	—	​	-7.5	​	-15.6	​	—	​	-23.1
Reclassified to assets and liabilities held for sale	​	—	​	-9.8	​	-15.3	​	—	​	-25.1
Balance at December 31, 2021	​	—	​	167.7	​	285.3	​	—	​	453.0
Balance at December 31, 2021	​	35.6	​	147.8	​	151.1	​	34.1	​	368.7

Impairment testing is discussed in the Note 9.

The Company has had no contractual commitments for the acquisition of property, plant and equipment as of December 31, 2022, December 31, 2021 and January 1, 2021.

F-69

15.

OTHER NON-CURRENT FINANCIAL ASSETS AT FAIR VALUE THROUGH OCI AND CASH AND CASH EQUIVALENTS

Other non-current financial assets

Other non-current financial assets at fair value through OCI consist of shares in unlisted companies and amounted to USD 8.9 million, USD 0.3 million and USD 0.4 million as of December 31, 2022, December 31, 2021 and January 1, 2021, respectively.

On initial recognition, the Group designated the investments in unlisted companies to be measured at FVOCI since they are not held for trading.

Liesheng, one of the Group’s financial assets at FVOCI, was impaired in 2022. Shares of Liesheng are not traded in an active market and its fair value is determined using valuation techniques. The fair value of the Group’s investment in Liesheng as of December 31, 2022 was determined to be USD 8.5 million using the market approach. The Group made USD 10.9 million impairment on the investment in Liesheng and the loss was recognized in other comprehensive income and loss.

Cash and cash equivalents

USD million	December 31, 2022		December 31, 2021		January 1, 2021
Cash in hand and at bank	​	402.0	​	564.8	​	388.3
Deposits	​	0.0	​	1.9	​	1.2
Total	​	402.0	​	566.7	​	389.5

As in previous years, these balances were not subject to any utilization restrictions in 2022. However, the repatriation of funds from Russia is currently only possible to a limited extent.

16.   VALUATION PROVISIONS OF INVENTORIES

The Group periodically reviews its inventories for excess amounts, obsolescence and declines in market value below cost and records an allowance against the inventory balance for any such declines. These reviews require management to estimate future demand for products. If the future demand for Group’s products was weaker than anticipated or the market conditions deteriorated, the value of inventories would likely have to be written down.

In 2022 management conducted an intensive review of our estimate of net realizable value of the inventories in response to an adjustment of the distribution strategy. With more focus on the self-operated distribution channels, the Group is able to dispose the out-of-season products more efficiently. Based on extensive investigation, management revised the estimate correspondingly. This change in estimate resulted in a reduction in the inventory provision by approximately USD 10.9 million recorded in cost of goods sold.

USD million	December 31, 2022		December 31, 2021		January 1, 2021
Inventories net realizable value valuation provision	​	24.7	​	26.4	​	41.2

Gross and net inventories

USD million	December 31, 2022		December 31, 2021		January 1, 2021
Gross inventories	​	937.2	​	609.2	​	610.7
Net realizable value valuation provision	​	-24.7	​	-26.4	​	-41.2
Net inventories	​	912.5	​	582.8	​	569.5

F-70

USD million	December 31, 2022		December 31, 2021		January 1, 2021
Net inventories	​	​	​	​	​	​
Raw materials and consumables	​	46.9	​	31.1	​	29.7
Work in progress	​	36.3	​	15.6	​	12.1
Finished goods	​	829.3	​	536.1	​	527.7
​	​	912.5	​	582.8	​	569.5

During the financial years ended December 31, 2022, December 31, 2021 and December 31, 2020 cost of goods sold of USD 1,785.2 million, USD 1,560.9 million and USD 1,297.4 million, respectively were recognized in the consolidated statement of loss.

No inventories have been pledged as security for a liability.

17.   PREPAID EXPENSES AND OTHER RECEIVABLES

USD million	December 31, 2022		December 31, 2021		January 1, 2021
Related to financing activities:	​	​	​	​	​	​
Prepaid interest to related parties	​	40.3	​	30.5	​	18.9
Derivative instruments	​	23.5	​	14.5	​	19.9
Prepaid interest	​	16.0	​	1.8	​	9.6
Related to operating and other activities:	​	​	​	​	​	​
Other tax receivables	​	19.9	​	16.6	​	9.8
Prepaid advertising and promotion	​	6.6	​	4.2	​	3.9
Prepaid insurance	​	2.8	​	2.1	​	2.8
Accrued employee benefits	​	0.5	​	0.6	​	0.5
Other receivables (1)	​	63.7	​	48.8	​	44.1
Total	​	173.3	​	119.1	​	109.5

(1)

Other receivables include, among other things, prepaid license fees, discounted bills, prepaid rent and Covid-19 subsidy receivables.

18.   SHAREHOLDERS’ EQUITY (DEFICIT)

The authorized share capital of the Company is EUR 15,500,000 divided into 155,000,000 shares of a nominal or par value of EUR 0.10 each. As of December 31, 2022, there were 115,220,745 A shares and 352,193 B shares outstanding, amounting to share capital of USD 642.2 million. As of December 31, 2021, December 31, 2020 and January 1, 2020, there were 115,220,745 A shares outstanding, amounting to share capital of USD 640.4 million.

Share information presented as of December 31, 2021, December 31, 2020 and January 1, 2020 is based on the share capital and shares outstanding of Amer Sports, Inc. as if the capital reorganization would have taken place as of January 1, 2020. 1

Translation differences

Translation differences comprise the differences arising from the elimination of net investments and translation of equity items accumulated after the acquisition in non-USD entities as well as the currency rate differences due to the different exchange rates on the consolidated statement of loss and other comprehensive income and loss and the consolidated statement of financial position. The translation

1

Refer to Note 1 regarding information on the capital reorganization of the Group.

F-71

differences comprise also the translation differences arising from the translation of the net investments in foreign operations and from the intercompany long-term capital loans that are not expected to be repaid.

Cash flow hedge reserve

Cash flow hedge reserve include changes in the financial assets at fair value through OCI and derivative financial instruments used for hedging interest and foreign currency cash flows.

Amount of dividends proposed

The Board of Directors proposes that no dividend shall be distributed to shareholders for the financial year 2022.

Accumulated deficit

Accumulated deficit comprises the Loss for the period as well as preceding periods.

19.   INTEREST-BEARING LIABILITIES

USD million

Consolidated statement of financial position value December 31, 2022

Nominal interest rates

Repayments

2023

2024

2025

2026

2027

2028 and after

Loans from financial institutions

​

1,965.5

Long term 5.13%, Short term 4.78% –7.78%

​

173.3

​

​

​

​

​

1,792.2

​

​

​

​

Loans from related parties

​

4,039.0

5.38%, 3.06%

​

​

​

​

​

​

​

​

​

​

​

4,039.0

Lease liabilities

​

196.5

4.46%

​

63.5

​

65.7

​

24.5

​

13.0

​

9.5

​

20.3

Other interest-bearing liabilities

​

35.0

7.10%

​

35.0

​

​

​

​

​

​

​

​

​

​

Total

​

6,236.0

​

​

271.8

​

65.7

​

24.5

​

1,805.2

​

9.5

​

4,059.3

USD million

Consolidated statement of financial position value December 31, 2021

Nominal interest rates

Repayments

2022

2023

2024

2025

2026

2027 and after

Loans from financial institutions

​

1,896.2

Long term 4,50%

​

​

​

​

​

​

​

​

​

1,896.2

​

​

Loans from related parties

​

4,139.8

4.75%, 1.75%

​

​

​

​

​

​

​

​

​

​

​

4,139.8

Lease liabilities

​

224.7

4.11%

​

66.5

​

71.1

​

33.5

​

15.7

​

12.5

​

25.4

Other interest-bearing liabilities

​

34.8

2.68%

​

34.8

​

​

​

​

​

​

​

​

​

​

Total

​

6,295.5

​

​

101.3

​

71.1

​

33.5

​

15.7

​

1,908.7

​

4,165.2

F-72

USD million

Consolidated statement of financial position value January 1, 2021

Nominal interest rates

Repayments

2021

2022

2023

2024

2025

2026 and after

Loans from financial institutions

​

2,359.6

Long term 4.50%, 6.25%, Short term 3.25%–3.50%

​

198.2

​

​

​

​

​

​

​

​

​

2,161.4

Loans from related parties

​

4,364.9

4.75%, 1.75%

​

​

​

​

​

​

​

​

​

​

​

4,364.9

Lease liabilities

​

261.0

3.77%

​

66.0

​

67.1

​

46.5

​

24.1

​

16.2

​

41.1

Total

​

6,985.5

​

​

264.2

​

67.1

​

46.5

​

24.1

​

16.2

​

6,567.4

Carrying amounts of loans from financial institutions, loans from related parties, and other interest-bearing liabilities approximate their fair values because the loans are at floating rate.

20.   OTHER LIABILITIES

Current other liabilities

USD million	December 31, 2022		December 31, 2021		January 1, 2021
Related to financing activities:	​	​	​	​	​	​
Accrued interest	​	50.1	​	40.8	​	34.0
Payables related to derivatives	​	25.7	​	7.1	​	57.1
Related to operating and other activities:	​	​	​	​	​	​
Accrued personnel costs	​	120.3	​	114.9	​	104.0
Accrued advertising and promotion	​	42.4	​	29.7	​	19.1
Refund liabilities	​	38.2	​	26.4	​	21.5
Value added tax	​	28.8	​	29.1	​	41.6
Contract liabilities	​	20.8	​	14.8	​	11.8
Accrued royalties	​	13.8	​	6.1	​	4.1
Goods received not invoiced	​	25.1	​	38.2	​	26.4
Other accrued liabilities	​	133.6	​	103.4	​	67.0
Total	​	498.8	​	410.5	​	386.6

21.   PROVISIONS

USD million	Product warranty		Restructuring		Other		Total
Balance at January 1, 2022	​	22.5	​	20.0	​	8.4	​	50.9
Translation differences	​	-0.4	​	-1.2	​	0.1	​	-1.5
Provisions made during the year	​	7.0	​	4.5	​	3.5	​	15.0
Provisions used during the year	​	-6.2	​	-17.3	​	-3.1	​	-26.6
Balance at December 31, 2022	​	22.9	​	6.0	​	8.9	​	37.8
Long-term provisions	​	​	​	​	​	​	​	5.6
Current provisions	​	​	​	​	​	​	​	32.2
Total	​	​	​	​	​	​	​	37.8

F-73

USD million	Product warranty		Restructuring		Other		Total
Balance at January 1, 2021	​	22.9	​	0.8	​	10.1	​	33.8
Translation differences	​	-1.4	​	-0.1	​	0.1	​	-1.4
Provisions made during the year	​	16.6	​	19.7	​	2.6	​	38.9
Provisions used during the year	​	-10.4	​	-0.4	​	-3.3	​	-14.1
Provisions reversed during the year	​	-1.5	​	​	​	-1.1	​	-2.6
Transfer to assets held for sale	​	-3.7	​	​	​	​	​	-3.7
Balance at December 31, 2021	​	22.5	​	20.0	​	8.4	​	50.9
Long-term provisions	​	​	​	​	​	​	​	5.6
Current provisions	​	​	​	​	​	​	​	45.3
Total	​	​	​	​	​	​	​	50.9

USD million	Product warranty		Restructuring		Other		Total
Balance at January 1, 2020	​	29.2	​	9.3	​	14.9	​	53.4
Translation differences	​	1.3	​	-0.8	​	0.7	​	1.2
Provisions made during the year	​	4.2	​	​	​	2.6	​	6.8
Provisions used during the year	​	-9.9	​	-7.7	​	-8.1	​	-25.7
Provisions reversed during the year	​	-1.9	​	​	​	​	​	-1.9
Balance at December 31, 2020	​	22.9	​	0.8	​	10.1	​	33.8
Long-term provisions	​	​	​	​	​	​	​	6.2
Current provisions	​	​	​	​	​	​	​	27.6
Total	​	​	​	​	​	​	​	33.8

The majority of the provisions resulted from repair or replacement of products during their warranty period.

The majority of warranty provisions are realized within one year.

On April 15, 2021 Amer Sports published a corporate strategy update, including a program to manage competitive operational cost base, which led to personnel related restructuring costs. USD 4.3 million of this program was unpaid at December 31, 2022. Provisions made during 2022 were mainly related to the suspension of all of the Company’s significant commercial activities in Russia by the end of fiscal year 2022.

The Group has long-term environmental provisions in the United States of USD 0.4 million as of December 31, 2022.

Other provisions include asset retirement obligations of some leased premises.

22.   LEASES

Carrying amounts of the right-of-use assets and lease liabilities including the movements during the period of January 1 through December 31, 2022:

USD million	Land		Buildings		Machinery and equipment		Right-of-use assets		Lease liabilities
Initial cost at January 1, 2022	​	0.2	​	357.7	​	53.5	​	411.5	​	224.7
Additions	​	—	​	47.1	​	3.5	​	50.6	​	45.3
Transfers	​	—	​	-26.2	​	-3.2	​	-29.4	​	—

F-74

USD million	Land		Buildings		Machinery and equipment		Right-of-use assets		Lease liabilities
Translation differences	​	—	​	-18.9	​	-3.1	​	-22.0	​	—
Balance at December 31, 2022	​	0.2	​	359.7	​	50.7	​	410.6	​	270.0
Accumulated depreciations at January 1, 2022	​	—	​	165.6	​	34.1	​	199.7	​	—
Depreciations during the period	​	—	​	65.4	​	7.9	​	73.3	​	—
Transfers	​	—	​	-31.3	​	-3.9	​	-35.2	​	—
Translation differences	​	—	​	-8.8	​	-2.0	​	-10.8	​	—
Interest expense	​	—	​	—	​	—	​	—	​	8.5
Payments	​	—	​	—	​	—	​	—	​	-82.0
Balance at December 31, 2022	​	0.2	​	168.9	​	14.5	​	183.6	​	196.5

Carrying amounts of the right-of-use assets and lease liabilities including the movements during the period of January 1, through December 31, 2021:

USD million	Land		Buildings		Machinery and equipment		Right-of- use assets		Lease liabilities
Initial cost at January 1, 2021	​	0.3	​	341.9	​	55.4	​	397.5	​	261.1
Additions	​	—	​	42.4	​	6.0	​	48.5	​	50.0
Transfers	​	—	​	6.8	​	-3.0	​	3.8	​	—
Translation differences	​	0.0	​	-8.7	​	-4.0	​	-12.8	​	—
Reclassified to assets and liabilities held for sale	​	—	​	-24.8	​	-0.8	​	-25.6	​	-13.6
Balance at December 31, 2021	​	0.2	​	357.7	​	53.5	​	411.5	​	297.5
Accumulated depreciations at January 1, 2021	​	—	​	115.4	​	30.4	​	145.7	​	—
Depreciations during the period	​	—	​	66.4	​	7.7	​	74.1	​	—
Transfers	​	—	​	-2.2	​	-1.0	​	-3.3	​	—
Translation differences	​	—	​	-3.6	​	-2.4	​	-6.0	​	—
Reclassified to assets and liabilities held for sale	​	—	​	-10.3	​	-0.4	​	-10.8	​	—
Interest expense	​	—	​	—	​	—	​	—	​	9.1
Payments	​	—	​	—	​	—	​	—	​	-81.9
Balance at December 31, 2021	​	0.2	​	192.1	​	19.4	​	211.8	​	224.7

Leases recognized in the consolidated statements of loss:

USD million	2022		2021		2020
Right-of-use depreciation expenses included in cost of goods sold	​	1.7	​	2.6	​	1.7
Right-of-use depreciation expenses included in operating expenses	​	71.5	​	71.4	​	67.5
Rent expenses relating to short-term leases	​	4.1	​	3.4	​	2.7
Rent expenses relating to leases of low value assets, excluding short-term leases of low-value assets	​	0.9	​	0.6	​	0.3
Rent expenses for variable leases	​	15.7	​	11.7	​	4.7
Covid-19 rent concessions	​	-0.2	​	-1.8	​	-3.4
Operating profit	​	93.7	​	87.9	​	73.5
Interest on lease liabilities	​	8.5	​	9.1	​	8.2

USD million	2022		2021		2020
Total rent expense of non-cancellable leases recognized in the consolidated statement of loss	​	17.5	​	15.7	​	10.2

F-75

The Company’s commitments resulting from leases were as follows:

USD million	December 31, 2022		December 31, 2021		January 1, 2021
The future minimum payments of non-cancellable leases:	​	​	​	​	​	​
Not later than one year	​	5.1	​	13.0	​	9.5
Later than one year but not later than five years	​	6.4	​	12.8	​	18.5
Later than five years	​	1.3	​	0.7	​	2.4
Total	​	12.8	​	26.5	​	30.5

Lease commitments mainly consist of those lease contracts that are for short-term leased assets and for low value assets.

23.   COMMITMENTS

USD million	December 31, 2022		December 31, 2021		January 1, 2021
Guarantees	​	14.7	​	24.0	​	13.6
Other commitments	​	217.8	​	210.2	​	232.1

Part of the guarantees relate to the sold Precor business. In accordance with the Share Purchase Agreement, such guarantees are the buyer’s responsibility commencing from the date of purchase and are expected to be released in 2024.

Other commitments are primarily due to long-term endorsement contracts with several professional and non-professional leagues, particularly in the United States, and contracts with brand ambassadors. A certain major contract with the NBA covers a period lasting until the end of 2031, while other contracts are more short-term.

There are no guarantees or contingencies given for the management of the Group, for the shareholders, or for the associated companies.

Ongoing litigations

The Group has extensive international operations and is involved in a number of legal proceedings, including product liability suits. These litigations are assessed on an ongoing basis by evaluating the probability of any potential financial impact. The Group does not consider the outcome of any legal proceedings currently pending as probable and does not expect any materially adverse effect on the consolidated statement of loss and other comprehensive income and loss or consolidated statement of financial position.

24.   GROUP COMPANIES

Group holding, %	December 31, 2022		December 31, 2021		January 1, 2021
Amer Sports Holding (HK) Limited, Hong Kong, China	​	100	​	100	​	100
Amer Sports Holding 3 Oy, Helsinki, Finland	​	100	​	100	​	100
Amer Sports Holding 2 Oy, Helsinki, Finland	​	100	​	100	​	100
Amer Sports Holding 1 Oy, Helsinki, Finland	​	100	​	100	​	100
Amer Sports Holding Oy, Helsinki, Finland	​	100	​	100	​	100
Amer Sports Corporation, Helsinki, Finland	​	100	​	100	​	100
Amer Industries EEU SRL, Romania	​	100	​	100	​	100
Amer Sports (China) Co. Ltd., Shanghai, China	​	100	​	100	​	—
Shanghai Wilson Sporting Goods Co., Shanghai, China	​	100	​	100	​	—

F-76

Group holding, %	December 31, 2022		December 31, 2021		January 1, 2021
Amer Sports Digital Services Oy, Helsinki, Finland	​	100	​	100	​	100
Amer Sports Europe GmbH, Garching, Germany	​	100	​	100	​	100
Amer Sports Czech Republic s.r.o., Praha, Czech	​	100	​	100	​	100
Amer Sports Deutschland GmbH, Garching, Germany	​	100	​	100	​	100
Amer Sports Europe Services GmbH, Garching, Germany	​	100	​	100	​	100
Amer Sports Export GmbH, Garching, Germany	​	100	​	100	​	100
Amer Sports Spain, S.A., Barcelona, Spain	​	100	​	100	​	100
Amer Sports UK Services Limited, Irvine, UK	​	100	​	100	​	100
Amer Sports UK Limited, Irvine, UK	​	100	​	100	​	100
Amer Sports International Oy, Helsinki, Finland	​	100	​	100	​	100
Amernet Holding B.V., Leusden, the Netherlands	​	100	​	100	​	100
Amer Sports Asia Services Limited, Hong Kong, China	​	100	​	100	​	100
Amer Sports B.V., Leusden, the Netherlands	​	100	​	100	​	100
Amer Sports Canada Inc., British Columbia, Canada	​	100	​	100	​	100
Amer Sports European Center AG, Hagendorn, Switzerland	​	100	​	100	​	100
Amer Sports HK Limited, Hong Kong, China	​	100	​	100	​	100
Amer Sports Macau Sociedade Unipessoal, Macao, China	​	100	​	100	​	100
Amer Sports Shanghai Trading Ltd, Shanghai, China	​	100	​	100	​	100
Shanghai Amer Sports Operations, Shanghai, China	​	100	​	100	​	100
Amer Sports Holding GmbH, Altenmarkt, Austria	​	100	​	100	​	100
Amer Sports Austria GmbH, Bergheim bei Salzburg, Austria	​	100	​	100	​	100
Amer Sports Bulgaria EOOD, Chepelare, Bulgaria	​	100	​	100	​	100
Amer Sports Danmark A.p.S., Kokkedal, Denmark	​	100	​	100	​	100
Amer Sports Financial Shared Service Sp. z o.o, Krakow, Poland	​	100	​	100	​	100
Amer Sports Italia S.p.A., Nervesa della Battaglia, Italy	​	100	​	100	​	100
Amer Sports Luxembourg S.a r.l., Luxemburg	​	100	​	100	​	100
Amer Sports Norge A/S, Sandvika, Norway	​	100	​	100	​	100
Amer Sports Poland Sp. z o.o., Krakow, Poland	​	100	​	100	​	100
Atomic Austria GmbH, Altenmarkt, Austria	​	100	​	100	​	100
ZAO Amer Sports, Moscow, Russia	​	100	​	100	​	100
Amer Sports Netherlands B.V., Leusden, the Netherlands	​	100	​	100	​	100

F-77

Group holding, %	December 31, 2022		December 31, 2021		January 1, 2021
Amer Sports Sourcing Ltd, Hong Kong, China	​	100	​	100	​	100
Amer Sports Sourcing (Shenzhen) Limited, Shenzhen, China	​	100	​	100	​	100
Amer Sports Sverige AB, Borås, Sweden	​	100	​	100	​	100
Amer Sports Vietnam Limited, Ho Chi Minh City, Vietnam	​	100	​	100	​	100
Peak Performance Canada Inc., Quebec, Canada	​	100	​	100	​	100
SSO Portugal, Unipessoal LDA, Lisbon, Portugal	​	100	​	100	​	100
Amer Sports Company, Chicago, USA	​	100	​	100	​	100
Albany Sports Co., Wilmington, USA	​	100	​	100	​	100
Amer Sports Portland Design Center, Inc., Portland, USA	​	100	​	100	​	100
Amer Sports Ski Acquisition Company, Delaware, USA	​	100	​	100	​	100
Amer Sports U.S. Financing Llc, Delaware, USA	​	100	​	100	​	100
Amer Sports Winter & Outdoor Company, Ogden, USA	​	100	​	100	​	100
ENVE Composites LLC, Ogden, USA	​	100	​	100	​	100
Wilson Sporting Goods Co., Chicago, USA	​	100	​	100	​	100
Amer Sports Australia Pty Ltd, Braeside, Australia	​	100	​	100	​	100
Amer Sports Brazil LTDA., Sao Paulo, Brazil	​	100	​	100	​	100
Amer Sports Japan, Inc., Tokyo, Japan	​	100	​	100	​	100
Amer Sports Korea, Ltd., Seoul, South Korea	​	100	​	100	​	100
Amer Sports Malaysia Sdn Bhd, Kuala Lumpur, Malaysia	​	100	​	100	​	100
Wilson Sporting Goods Co. de Mexico, S.A. de C.V.,	​	100	​	100	​	100
Mexico City, Mexico	​	100	​	100	​	100
Amer Sports Holding S.A.S., Annecy, France	​	100	​	100	​	100
Amer Sports France S.A.S., Villefontaine, France	​	100	​	100	​	100
Salomon S.A., Annecy, France	​	100	​	100	​	100
Amer Sports SA, Hagendorn, Switzerland	​	100	​	100	​	100
Amer Sports RO s.r.l., Romania	​	100	​	100	​	100
Amer Sports Suomi Oy, Helsinki, Finland	​	100	​	100	​	100
Amerintie 1 Oy, Helsinki, Finland	​	100	​	100	​	100
Amernet Holding Sverige AB, Borås, Sweden	​	100	​	100	​	100
Peak Performance Production AB, Stockholm, Sweden	​	100	​	100	​	100
Amer Sports Belgium NV, Wemmel, Belgium	​	100	​	100	​	100

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25.   CASH FLOW HEDGE RESERVE

USD million	​
Balance at January 1, 2022	6.1
Gains and losses deferred to shareholders’ equity Hedging of operating cash flows	-11.6
Total of changes during the year	-11.6
Deferred taxes	2.3
Balance at December 31, 2022	-3.0
Balance at January 1, 2021	-37.4
Gains and losses deferred to shareholders’ equity Hedging of operating cash flows	54.5
Total of changes during the year	54.5
Deferred taxes	-10.9
Balance at December 31, 2021	6.1
Balance at January 1, 2020	-14.1
Gains and losses deferred to shareholders’ equity Hedging of operating cash flows	-29.2
Total of changes during the year	-29.2
Deferred taxes	5.9
Balance at December 31, 2020	-37.4

26.   RELATED PARTY TRANSACTIONS

Related parties of the Company comprise the following:

Owners, each with significant influence over Amer Sports, Inc.:

ANTA Sports Products Limited, Anamered Investments Inc.

FountainVest Partners

Parent company and ultimate controlling party: Amer Sports Holding (Cayman) Limited

The Boards of Directors of

Amer Sports, Inc.,

Amer Sports Holding (Cayman) Limited

Amer Sports Holding 3 Oy

The Executive Committee and the Executive Board of Amer Sports

Amer Sports Management Company (Cayman) Limited

President and CEO of Amer Sports Corporation

The subsidiaries of Amer Sports, Inc. are listed in note 24.

ANTA Sports transactions with the Company comprise the following:

USD million	2022		2021		2020
Purchases of goods and services from ANTA Sports	​	8.6	​	5.9	​	3.3
Sales to ANTA Sports	​	1.9	​	4.9	​	0.5

Sales to ANTA Sports are based on the same conditions that apply to third parties.

Key management includes the Board of Directors of Amer Sports, Inc., the Board of Directors of Amer Sports Holding 3 Oy and the Executive Committee and the Executive Board.

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Compensation to key management recognized in earnings:

USD million	2022		2021		2020
Salaries and other short-term employee benefits	​	11.0	​	11.9	​	7.0
Post-employment benefits	​	0.2	​	0.3	​	0.5
Other long-term benefits	​	0.8	​	—	​	0.3
Total	​	12.0	​	12.2	​	7.8

The members of the Executive Board and Executive Committee receive a fixed remuneration and a short-term variable remuneration in the form of an annual bonus based on the Group’s annual financial targets. In addition, they participate in the share-based payment program of Amer Sports. Please refer to note 10 for information on the share-based payment program.

No remuneration was paid to the Boards of Directors. Members of the Boards of Directors do not have contractual retirement benefits with the Company and they are not included in Amer Sports’ incentive plans.

No loans have been granted to the key management.

The Company was granted the following long-term loans from the parent company Amer Sports Holding (Cayman) Limited:

USD million	December 31, 2022		December 31, 2021		January 1, 2021
Long-term loans from the parent company:	​	​	​	​	​	​
Investment Loan	​	2,654.5	​	2,684.7	​	2,775.1
Facility A Loan	​	1,386.6	​	1,472.4	​	1,595.2
Capital Loan	​	—	​	—	​	0.5
Total	​	4,041.1	​	4,157.1	​	4,370.8

At the Group level, the loan has been netted by upfront fee related to aforementioned loan.

USD million	2022		2021		2020
Interest expenses to the parent company:	​	​	​	​	​	​
Investment Loan	​	124.7	​	128.9	​	118.7
Facility A Loan	​	13.8	​	13.8	​	13.3
Capital Loan	​	—	​	0.2	​	0.5
Total	​	138.5	​	142.9	​	132.5

The Investment Loan is an unsecured loan from Amer Sports Holding (Cayman) Limited. Borrowings thereunder accrue interest at a rate equal to the percentage rate per annum which is the aggregate of the applicable margin of 4.00%, 4.25% or 4.50%, depending on the current leverage ratio, and EURIBOR for any loans in euros and LIBOR for all other loans, plus 0.25%. The Investment Loan matures on March 26, 2029.

The Facility A Loan is an unsecured loan from Amer Sports Holding (Cayman) Limited. Borrowings thereunder accrue interest at a rate equal to the percentage rate per annum which is the aggregate of the applicable margin of 2.00% or 1.75%, depending on the current leverage ratio, and EURIBOR, plus a margin to be determined from time to time. The Facility A Loan matures on March 26, 2029.

The Capital Loan is an unsecured loan from Amer Sports Holding (Cayman) Limited. Borrowings thereunder accrue interest at a rate equal to the percentage rate per annum which is the aggregate of the applicable margin of 4.00%, 4.25% or 4.50%, depending on the current leverage ratio, and EURIBOR for any loans in euros and LIBOR for all other loans, plus 0.25%. The Capital Loan matures on March 26, 2029.

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The EUR 1.3 billion external Facility A loan that Amer Sports Holding (Cayman) Limited entered into in 2019 includes two financial covenants. Under a leverage covenant, the total Net Debt to Adjusted EBITDA may not exceed 4.75:1 and under an interest coverage covenant, the ratio of Adjusted EBITDA to Net Finance Charges may not be less than 4.00:1. Both covenants are tested every 30th of June and 31st of December after the utilization date and the calculations are to be performed in accordance with Hong Kong GAAP, together with financial definitions and clauses of the agreement.

The following balances are outstanding at the end of the respective reporting periods in relation to transactions with related parties (except for the long-term loan from the parent company mentioned above):

USD million	December 31, 2022		December 31, 2021		January 1, 2021
ANTA Sports	​	​	​	​	​	​
Current payables (purchases of goods and services from ANTA Sports)	​	5.3	​	1.5	​	0.1
Current receivables (sales to ANTA Sports)	​	0.0	​	2.7	​	0.0
Amer Sports Holding (Cayman) Limited	​	​	​	​	​	​
Accounts receivable, net	​	16.7	​	16.8	​	13.8
Key management personnel	​	​	​	​	​	​
Provisions short and long-term incentive	​	3.7	​	3.4	​	1.5
Amer Sports Management Company (Cayman) Limited	​	​	​	​	​	​
Loans from related parties taken in 2022	​	11.1	​	—	​	—

In addition to the USD 11.1 million loan, Amer Sports Management Company (Cayman) Limited also holds 352,193 B shares (USD 1.8 million) of the Company, amounting to 0.3% of the total outstanding shares of the Company.

Current payables to and receivables from ANTA Sports have a short-term maturity, are interest free and not secured.

27.

BALANCE SHEET VALUES OF FINANCIAL ASSETS AND LIABILITIES BY MEASUREMENT CATEGORIES

December 31, 2022 USD million	Financial assets/​ liabilities at fair value through profit and loss		Derivative financial instruments used in cash flow hedge accounting		Financial assets/​ liabilities measured at amortized cost		Financial assets at fair value through OCI		Carrying amount by balance sheet item
NON-CURRENT FINANCIAL ASSETS	​	​	​	​	​	​	​	​	​	​
Other non-current financial assets	​	​	​	​	​	55.3	​	8.9	​	64.2
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Interest rate derivatives	​	5.7	​	​	​	​	​	​	​	5.7
CURRENT FINANCIAL ASSETS	​	​	​	​	​	​	​	​	​	​
Hold-to-collect accounts receivable	​	​	​	​	​	658.7	​	​	​	658.7
Other non-interest yielding receivables (1)	​	​	​	​	​	124.4	​	​	​	124.4
Promissory notes (1)	​	​	​	​	​	​	​	5.5	​	5.5
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	5.9	​	17.6	​	​	​	​	​	23.5
Cash and cash equivalents	​	​	​	​	​	402.0	​	​	​	402.0
Balance by category at December 31, 2022	​	11.5	​	17.6	​	1,240.4	​	14.4	​	1,284.0
LONG-TERM FINANCIAL LIABILITIES	​	​	​	​	​	​	​	​	​	​

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December 31, 2022 USD million	Financial assets/​ liabilities at fair value through profit and loss		Derivative financial instruments used in cash flow hedge accounting		Financial assets/​ liabilities measured at amortized cost		Financial assets at fair value through OCI		Carrying amount by balance sheet item
Long-term interest-bearing liabilities	​	​	​	​	​	5,831.2	​	​	​	5,831.2
Long-term lease liabilities	​	​	​	​	​	133.0	​	​	​	133.0
Other long-term liabilities	​	​	​	​	​	32.7	​	​	​	32.7
CURRENT FINANCIAL LIABILITIES	​	​	​	​	​	​	​	​	​	​
Current interest-bearing liabilities	​	​	​	​	​	208.3	​	​	​	208.3
Current lease liabilities	​	​	​	​	​	63.5	​	​	​	63.5
Accounts payable	​	​	​	​	​	435.6	​	​	​	435.6
Other current liabilities (2)	​	​	​	​	​	444.3	​	​	​	444.3
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	3.9	​	19.7	​	​	​	​	​	23.7
Interest rate derivatives	​	​	​	2.0	​	​	​	​	​	2.0
Balance by category at December 31, 2022	​	3.9	​	21.8	​	7,148.5	​	—	​	7,174.2

December 31, 2021 USD million	Financial assets/​ liabilities at fair value through profit and loss		Derivative financial instruments used in cash flow hedge accounting		Financial assets/​ liabilities measured at amortized cost		Financial assets at fair value through OCI		Carrying amount by balance sheet item
NON-CURRENT FINANCIAL ASSETS	​	​	​	​	​	​	​	​	​	​
Other non-current financial assets	​	​	​	​	​	24.7	​	0.3	​	25.0
CURRENT FINANCIAL ASSETS	​	​	​	​	​	​	​	​	​	​
Hold-to-collect accounts receivable	​	​	​	​	​	504.0	​	​	​	504.0
Available for sale factoring receivables	​	​	​	​	​	​	​	29.2	​	29.2
Other non-interest yielding receivables (1)	​	​	​	​	​	82.1	​	​	​	82.1
Promissory notes (1)	​	​	​	​	​	​	​	5.9	​	5.9
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	1.0	​	13.5	​	​	​	​	​	14.5
Cash and cash equivalents	​	​	​	​	​	566.7	​	​	​	566.7
Balance by category at December 31, 2021	​	1.0	​	13.5	​	1,177.5	​	35.4	​	1,227.4
LONG-TERM FINANCIAL LIABILITIES	​	​	​	​	​	​	​	​	​	​
Long-term interest-bearing liabilities	​	​	​	​	​	6,036.0	​	​	​	6,036.0
Long-term lease liabilities	​	​	​	​	​	158.2	​	​	​	158.2
Other long-term liabilities	​	​	​	​	​	34.9	​	​	​	34.9
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Interest rate derivatives	​	1.5	​	​	​	​	​	​	​	1.5
CURRENT FINANCIAL LIABILITIES	​	​	​	​	​	​	​	​	​	​
Current interest-bearing liabilities	​	​	​	​	​	34.8	​	​	​	34.8
Current lease liabilities	​	​	​	​	​	66.5	​	​	​	66.5
Accounts payable	​	​	​	​	​	320.2	​	​	​	320.2
Other current liabilities (2)	​	​	​	​	​	374.3	​	​	​	374.3
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​

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December 31, 2021 USD million	Financial assets/​ liabilities at fair value through profit and loss		Derivative financial instruments used in cash flow hedge accounting		Financial assets/​ liabilities measured at amortized cost		Financial assets at fair value through OCI		Carrying amount by balance sheet item
Foreign exchange derivatives	​	1.9	​	4.8	​	​	​	​	​	6.7
Interest rate derivatives	​	​	​	0.3	​	​	​	​	​	0.3
Balance by category at December 31, 2021	​	3.4	​	5.1	​	7,024.9	​	—	​	7,033.4

January 1, 2021 USD million	Financial assets/​ liabilities at fair value through profit and loss		Derivative financial instruments used in cash flow hedge accounting		Financial assets/​ liabilities measured at amortized cost		Financial assets at fair value through OCI		Carrying amount by balance sheet item
NON-CURRENT FINANCIAL ASSETS	​	​	​	​	​	​	​	​	​	​
Other non-current financial assets	​	​	​	​	​	13.5	​	0.4	​	13.9
CURRENT FINANCIAL ASSETS	​	​	​	​	​	​	​	​	​	​
Hold-to-collect accounts receivable	​	​	​	​	​	558.3	​	​	​	558.3
Available for sale factoring receivables	​	​	​	​	​	​	​	30.8	​	30.8
Other non-interest yielding receivables (1)	​	​	​	​	​	74.9	​	​	​	74.9
Promissory notes (1)	​	​	​	​	​	​	​	4.9	​	4.9
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	6.7	​	9.7	​	​	​	​	​	16.4
Interest rate derivatives	​	3.1	​	0.5	​	​	​	​	​	3.6
Cash and cash equivalents	​	​	​	​	​	389.5	​	​	​	389.5
Balance by category at January 1, 2021	​	9.8	​	10.2	​	1,036.2	​	36.1	​	1,092.3
LONG-TERM FINANCIAL LIABILITIES	​	​	​	​	​	​	​	​	​	​
Long-term interest-bearing liabilities	​	​	​	​	​	6,526.3	​	​	​	6,526.3
Long-term lease liabilities	​	​	​	​	​	195.0	​	​	​	195.0
Other long-term liabilities	​	​	​	​	​	47.3	​	​	​	47.3
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	​	​	1.5	​	​	​	​	​	1.5
Interest rate derivatives	​	3.1	​	​	​	​	​	​	​	3.1
CURRENT FINANCIAL LIABILITIES	​	​	​	​	​	​	​	​	​	​
Current interest-bearing liabilities	​	​	​	​	​	198.2	​	​	​	198.2
Current lease liabilities	​	​	​	​	​	66.0	​	​	​	66.0
Accounts payable	​	​	​	​	​	293.0	​	​	​	293.0
Other current liabilities (2)	​	​	​	​	​	287.9	​	​	​	287.9
Derivative financial instruments (3)	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	0.7	​	53.4	​	​	​	​	​	54.1
Interest rate derivatives	​	3.1	​	​	​	​	​	​	​	3.1
Balance by category at January 1, 2021	​	6.9	​	54.9	​	7,613.7	​	—	​	7,675.5

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USD million	December 31, 2022		December 31, 2021		January 1, 2021
(1) Other non-interest yielding receivables	​	​	​	​	​	​
Prepaid expenses and other receivables	​	173.3	​	119.1	​	109.5
Other tax receivables	​	19.9	​	16.6	​	9.8
Derivative financial instruments	​	23.5	​	14.5	​	19.9
Promissory notes	​	5.5	​	5.9	​	4.9
Total	​	124.4	​	82.1	​	74.9
(2) Other current liabilities	​	​	​	​	​	​
Accrued liabilities	​	498.8	​	410.5	​	386.6
Other tax liabilities	​	28.8	​	29.1	​	41.6
Derivative financial instruments	​	25.7	​	7.1	​	57.1
Total	​	444.3	​	374.3	​	287.9

(3)

The values as per the consolidated statement of financial position of the derivatives have been recorded as they are disclosed in the Group’s consolidated statement of financial position and fair value reserve, and therefore cannot be reconciled with their actual fair values.

The following table presents the Group’s financial assets and liabilities that are measured at fair value at December 31, 2022:

​	Level 1	Level 2		Level 3		Total
Assets	​	​	​	​	​	​	​
Financial assets at fair value through profit or loss	​	​	11.5	​	​	​	11.5
Derivative financial instruments used in hedge accounting	​	​	17.6	​	​	​	17.6
Other non-current financial assets at fair value through OCI	​	​	​	​	14.4	​	14.4
Total	​	​	29.1	​	14.4	​	43.5
Liabilities	​	​	​	​	​	​	​
Financial liabilities at fair value through profit or loss	​	​	3.9	​	​	​	3.9
Derivative financial instruments used in hedge accounting	​	​	21.8	​	​	​	21.8
Total	​	​	25.7	​	​	​	25.7

The following table presents the Group’s financial assets and liabilities that are measured at fair value at December 31, 2021:

​	Level 1	Level 2		Level 3		Total
Assets	​	​	​	​	​	​	​
Financial assets at fair value through profit or loss	​	​	1.0	​	​	​	1.0
Derivative financial instruments used in hedge accounting	​	​	13.5	​	​	​	13.5
Other non-current financial assets at fair value through OCI	​	​	​	​	35.4	​	35.4
Total	​	​	14.5	​	35.4	​	49.9
Liabilities	​	​	​	​	​	​	​
Financial liabilities at fair value through profit or loss	​	​	3.4	​	​	​	3.4
Derivative financial instruments used in hedge accounting	​	​	5.1	​	​	​	5.1
Total	​	​	8.5	​	​	​	8.5

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The following table presents the Group’s financial assets and liabilities that are measured at fair value at January 1, 2021:

​	Level 1	Level 2		Level 3		Total
Assets	​	​	​	​	​	​	​
Financial assets at fair value through profit or loss	​	​	9.8	​	​	​	9.8
Derivative financial instruments used in hedge accounting	​	​	10.2	​	​	​	10.2
Other non-current financial assets at fair value through OCI	​	​	​	​	36.1	​	36.1
Total	​	​	19.9	​	36.1	​	56.1
Liabilities	​	​	​	​	​	​	​
Financial liabilities at fair value through profit or loss	​	​	6.9	​	​	​	6.9
Derivative financial instruments used in hedge accounting	​	​	54.9	​	​	​	54.9
Total	​	​	61.7	​	​	​	61.8

Carrying amounts of current financial instruments carried at amortized cost are reasonable approximation of fair value due to their short-term nature. Carrying amounts of loans from financial institutions, loans from related parties, and other interest-bearing liabilities approximate their fair values because the loans are at floating rate.

Level 1:   The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The Group does not have any financial instrument included in level 1.

Level 2:   The fair value of financial instruments that are not traded in an active market (e.g. over-the-counter derivatives) is determined using valuation techniques that maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3:   If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

The Group’s policy is to recognize transfers into and out of fair value hierarchy levels as at the end of the reporting period. There were no transfers between levels 2 and 3 for recurring fair value measurements during the fiscal years.

Specific valuation techniques used to value financial instruments include:

•

for interest rate swaps—the present value of the estimated future cash flows based on observable yield curves

•

for foreign currency forwards—the present value of future cash flows based on the forward exchange rates at the consolidated statement of financial position, and

•

for other financial instruments—discounted cash flow analysis.

All of the resulting fair value estimates are included in level 2, except for unlisted equity securities, promissory notes and available for sale factoring receivables, where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk. In cases where credit risk of counterparty is low and maturity is short-term, the carrying amount of such instrument approximates its fair value.

The following table show the valuation technique used in measuring level 3 fair values for financial instruments in the consolidated statement of financial position, as well as the significant unobservable inputs used.

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Type	Valuation technique	Significant unobservable input
Unlisted equity securities	Market comparison approach: fair value of unlisted equity securities is determined by reference to market multiples of comparable listed companies, adjusted by discount for lack of marketability.	(i) Sales growth factor (ii) Risk-adjusted discount rate
Promissory notes	The carrying amount approximates fair value due to the short-term maturity of these instruments and low credit risk of counterparty.	The carrying amount approximates fair value due to the short-term maturity of these instruments and low credit risk of counterparty.
Available for sale factoring receivables	The carrying amount approximates fair value due to the short-term maturity of these instruments and low credit risk of counterparty.	The carrying amount approximates fair value due to the short-term maturity of these instruments and low credit risk of counterparty.

As of each reporting year end, the Group analyses the level 3 fair values and performs an assessment of the movements, if any. The Group may engage external valuation experts to perform valuation on the level 3 fair value if the amount involved is significant or the valuation process requires significant judgement. For example, the Group engaged external valuation experts to perform valuation on its investment in Liesheng in 2022.

The following table presents the changes in level 3 items during the years:

USD million	Unlisted equity securities		Promissory notes		Available for sale factoring receivables		Total
Opening balance January 1, 2021	​	0.4	​	4.9	​	30.8	​	36.1
Additions	​	—	​	5.9	​	29.5	​	35.4
Disposals	​	-0.1	​	-4.9	​	-30.8	​	-35.8
Losses recognized in the consolidated statement of loss *	​	—	​	—	​	-0.3	​	-0.3
Closing balance December 31, 2021	​	0.3	​	5.9	​	29.2	​	35.4
Additions	​	19.5	​	5.5	​	—	​	25.0
Disposals	​	0.0	​	-5.9	​	-27.8	​	-33.7
Losses recognized in OCI	​	-10.9	​	0.0	​	—	​	-10.9
Losses recognized in the consolidated statement of loss *	​	—	​	0.0	​	-1.4	​	-1.4
Closing balance December 31, 2022	​	8.9	​	5.5	​	0.0	​	14.4

*

Gains or (losses) are recognized in financing costs. The amount includes unrealized gains or (losses) recognized in the consolidated statement of loss attributable to balances held at the end of the reporting period, if any.

28.   FINANCIAL RISK MANAGEMENT

Amer Sports, Inc. is exposed to customary financial risks such as commodity price risks, inflation risks, funding and liquidity risks, foreign exchange and interest rate risks, counterparty and credit risks.

COMMODITY PRICE RISK

Amer Sports is exposed to commodity and other price risk, including from rubber, nylon, polyester and steel, aluminum and other materials, which we either purchase directly or in a converted form such as

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fabric, as well as other inputs, including energy, transportation and logistics services. To manage risks of commodity price changes, management negotiates prices in advance when possible. Amer Sports has not historically managed commodity price exposures by using derivative instruments.

INFLATION RISK

Inflationary pressures have recently increased, and may continue to increase, the costs of labor, raw materials and other inputs for Amer Sports’ products. Amer Sports has experienced, and may continue to experience, higher than expected inflation, including escalating transportation, commodity and other supply chain costs and disruptions. If our costs are subject to significant inflationary pressures, Amer Sports may not be able to offset such higher costs through price increases, which could adversely affect its business, results of operations or financial condition.

Funding and liquidity risks, foreign exchange and interest rate risks, counterparty, and credit risks are managed by Amer Sports Treasury, which acts as an in-house bank providing financial services for subsidiaries within the Amer Sports Group. The Treasury related operational risk management is governed by the Group’s Treasury Policy which includes principles and risk limits. Amer Sports Treasury follows and monitors operational risks constantly and does not allow any material deviations from the Treasury Policy.

As a consequence of the Group’s ownership change, the Senior Facilities Agreement signed on March 20, 2019, is a cornerstone of Amer Sports’ funding and hence provides both options and limitations to activities that relate to funding and liquidity management. The agreement has been signed by financing banks, Amer Sports Holding 1 Oy (former Mascot Midco 1 Oy) as the parent and Amer Sports Holding Oy (former Mascot Bidco Oy) as the Company.

Under the historical ownership structure, the general availability of funding and liquidity including the management of the related risks was arranged in close co-operation with the parent company.

FUNDING RISK

Funding risk is the risk that Amer Sports, Inc. will encounter difficulty in raising funds to meet commitments associated with existing financial instruments.

In 2022, 2021 and 2020 Amer Sports, Inc.’s subsidiaries incurred financial commitments, as described below.

In 2020, Amer Sports Holding 1 Oy’s subsidiary Amer Sports Holding Oy borrowed one new term loan under the Senior Facilities Agreement in the amount of EUR 100 million. The proceeds of the loan were distributed equally to Amer Sports Company and Amer Sports Canada Inc., Arc’teryx division with the purpose to replace the entities’ internal funding with Amer Sports Oy with external funding.

In February 2021, Amer Sports European Center AG incurred a USD 35 million short-term loan to finance Amer Sports Group’s payments to certain vendors in Asia.

In April 2021, Amer Sports Company and Amer Sports Canada Inc., Arc’teryx division repaid the EUR 100 million term loan raised in 2020 in full prior to maturity.

In 2022, no new external financing arrangements were finalized. However, Amer Sports European Center AG’s USD 35 million short-term loan was extended by 12 months.

In 2022, minority share investors invested equity and debt through the related party entity Amer Sports Amer Sports Management Company (Cayman) Limited. The invested debt was EUR 10.5 million, pays floating rate interest and matures in 2029.

LIQUIDITY RISK

At an operational level, the Group’s liquidity risks revolve around its cyclical need for working capital and such expenses are a significant factor in shaping its overall liquidity strategy. Typically, the highest level of working capital has been reached in the third quarter, when short-term debt is tied up in inventories and accounts receivable.

F-87

The term loan B was fully drawn in 2019 and no prepayment was done until end of 2022.

A USD 336 million (EUR 315 million) revolving credit facility limit is part of the Senior Facilities Agreement and is intended to assist with Amer Sports’ short-term liquidity needs.

Amer Sports Treasury has established several cash pooling structures with the Group’s relationship banks in order to manage the liquidity of the Group. Treasury Policy sets guidelines for the management of liquidity that is outside cash pooling structures.

Liquidity in excess of operating needs may be invested inline with the Treasury Policy and the Senior Facilities Agreement.

The below table is a breakdown of the Group’s non-derivative financial liabilities and net-settled derivatives in their contractual maturities.

MATURITY ANALYSIS FOR FINANCIAL LIABILITIES BASED ON THEIR CONTRACTUAL MATURITY

​

December 31, 2022

< 1 year

1–2 years

2–3 years

3–4 years

> 5 years

USD million

Consolidated statement of financial position value

Available

Total

Loans from financial institutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

1,965.5

​

​

​

1,965.5

​

173.3

​

​

​

​

​

1,792.2

​

​

Interest

​

​

​

​

​

478.3

​

151.1

​

142.1

​

130.1

​

54.9

​

​

Loans from related parties

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

4,039.0

​

​

​

4,039.0

​

​

​

​

​

​

​

​

​

4,039.0

Interest

​

​

​

​

​

1,065.8

​

59.9

​

36.4

​

​

​

​

​

969.5

Lease liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

196.5

​

​

​

196.5

​

63.5

​

65.7

​

24.5

​

13.0

​

29.8

Interest

​

​

​

​

​

11.7

​

4.7

​

2.9

​

1.8

​

1.1

​

1.2

Other interest-bearing liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

35.0

​

​

​

35.0

​

35.0

​

​

​

​

​

​

​

​

Interest

​

​

​

​

​

0.6

​

0.6

​

​

​

​

​

​

​

​

Accounts payable

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

435.6

​

​

​

435.6

​

435.6

​

​

​

​

​

​

​

​

Total

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

6,671.6

​

​

​

6,671.6

​

707.4

​

65.7

​

24.5

​

1,805.2

​

4,068.8

Interest

​

​

​

​

​

1,556.3

​

216.3

​

181.4

​

131.9

​

56.0

​

970.7

Committed revolving credit facility

​

​

​

336.0

​

173.5

​

173.3

​

0.2

​

​

​

​

​

​

Derivative liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Foreign exchange derivatives under hedge accounting

​

​

​

​

​

1,053.5

​

1,053.5

​

​

​

​

​

​

​

​

Other foreign exchange derivatives

​

​

​

​

​

822.6

​

822.6

​

​

​

​

​

​

​

​

Derivative assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Foreign exchange derivatives under hedge accounting

​

​

​

​

​

1,057.0

​

1,057.0

​

​

​

​

​

​

​

​

Other foreign exchange derivatives

​

​

​

​

​

823.6

​

823.6

​

​

​

​

​

​

​

​

Other interest rate derivatives, fair value

​

5.7

​

​

​

5.7

​

​

​

​

​

5.7

​

​

​

​

F-88

​

December 31, 2021

< 1 year

1–2 years

2–3 years

3–4 years

> 5 years

USD million

Consolidated statement of financial position value

Available

Total

Loans from financial institutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

1,896.2

​

​

​

1,896.2

​

​

​

​

​

​

​

​

​

1,896.2

Interest

​

​

​

​

​

410.0

​

124.7

​

87.9

​

88.1

​

87.9

​

21.4

Loans from related parties

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

4,139.8

​

​

​

4,139.8

​

​

​

​

​

​

​

​

​

4,139.8

Interest

​

​

​

​

​

1,485.0

​

26.2

​

26.2

​

13.0

​

​

​

1,419.6

Lease liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

224.7

​

​

​

224.7

​

66.5

​

71.1

​

33.5

​

15.7

​

37.9

Interest

​

​

​

​

​

20.6

​

7.5

​

5.1

​

3.3

​

2.0

​

2.7

Other interest-bearing liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

34.8

​

​

​

34.8

​

34.8

​

​

​

​

​

​

​

​

Interest

​

​

​

​

​

0.2

​

0.2

​

​

​

​

​

​

​

​

Accounts payable

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

320.2

​

​

​

320.2

​

320.2

​

​

​

​

​

​

​

​

Total

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

6,615.7

​

​

​

6,615.7

​

421.5

​

71.1

​

33.5

​

15.7

​

6,073.9

Interest

​

​

​

​

​

1,915.8

​

158.6

​

119.2

​

104.4

​

89.9

​

1,443.7

Committed revolving credit facility

​

​

​

356.8

​

4.5

​

4.5

​

​

​

​

​

​

​

​

Derivative liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Foreign exchange derivatives under hedge accounting

​

​

​

​

​

745.7

​

743.3

​

2.4

​

​

​

​

​

​

Other foreign exchange derivatives

​

​

​

​

​

357.8

​

357.8

​

​

​

​

​

​

​

​

Other interest rate derivatives, fair value

​

1.5

​

​

​

1.5

​

​

​

​

​

​

​

1.5

​

​

Derivative assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Foreign exchange derivatives under hedge accounting

​

​

​

​

​

752.8

​

750.6

​

2.3

​

​

​

​

​

​

Other foreign exchange derivatives

​

​

​

​

​

356.5

​

356.5

​

​

​

​

​

​

​

​

F-89

​

January 1, 2021

< 1 year

1–2 years

2–3 years

3–4 years

> 5 years

USD million

Consolidated statement of financial position value

Available

Total

Loans from financial institutions

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

2,359.6

​

​

​

2,359.6

​

198.2

​

​

​

​

​

​

​

2,161.4

Interest

​

​

​

​

​

566.6

​

131.3

​

102.5

​

102.5

​

102.8

​

127.5

Loans from related parties

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

4,364.9

​

​

​

4,364.9

​

​

​

​

​

​

​

​

​

4,364.9

Interest

​

​

​

​

​

1,643.3

​

29.1

​

29.1

​

29.1

​

14.8

​

1,541.2

Lease liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

261.0

​

​

​

261.0

​

66.0

​

67.1

​

46.5

​

24.1

​

57.3

Interest

​

​

​

​

​

25.0

​

8.1

​

5.8

​

4.0

​

2.7

​

4.4

Accounts payable

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

293.0

​

​

​

293.0

​

293.0

​

​

​

​

​

​

​

​

Total

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayments

​

7,278.5

​

​

​

7,278.5

​

557.2

​

67.1

​

46.5

​

24.1

​

6,583.6

Interest

​

​

​

​

​

2,234.9

​

168.5

​

137.4

​

135.6

​

120.3

​

1,673.1

Committed revolving credit facility

​

​

​

386.5

​

183.1

​

183.1

​

​

​

​

​

​

​

​

Derivative liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Foreign exchange derivatives under hedge accounting

​

​

​

​

​

1,037.2

​

1,015.5

​

21.7

​

​

​

​

​

​

Other foreign exchange derivatives

​

​

​

​

​

377.6

​

371.3

​

6.3

​

​

​

​

​

​

Other interest rate derivatives, fair value

​

3.1

​

​

​

3.1

​

0.0

​

​

​

​

​

​

​

3.1

Derivative assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Foreign exchange derivatives under hedge accounting

​

​

​

​

​

998.3

​

977.8

​

20.5

​

​

​

​

​

​

Other foreign exchange derivatives

​

​

​

​

​

383.1

​

377.0

​

6.1

​

​

​

​

​

​

F-90

CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES

USD million

Current interest- bearing loans

Current obligations under leases

Long-term interest- bearing loans

Long-term obligations under leases

Derivative financial instruments (3)

Total

Balance at January 1, 2022

​

34.8

​

66.5

​

6,036.0

​

158.2

​

8.5

​

6,304.0

Cash flows

​

172.3

​

-82.0

​

11.7

​

​

​

​

​

102.0

Foreign exchange movement

​

1.2

​

​

​

-355.0

​

​

​

​

​

-353.8

Changes in fair values (3)

​

​

​

​

​

​

​

​

​

17.2

​

17.2

Transfers from long-term to short-term

​

​

​

71.1

​

​

​

-71.1

​

​

​

0.0

Changes in leases

​

​

​

7.9

​

​

​

45.9

​

​

​

53.8

Capitalization of accrued interest

​

​

​

​

​

126.2

​

​

​

​

​

126.2

Other

​

​

​

​

​

12.2

​

​

​

​

​

12.2

Balance at December 31, 2022

​

208.3

​

63.5

​

5,831.1

​

133.0

​

25.7

​

6,261.7

Balance at January 1, 2021

​

198.2

​

66.0

​

6,526.3

​

195.0

​

61.7

​

7,047.2

Cash flows

​

-158.8

​

-81.9

​

-136.2

​

​

​

​

​

-376.9

Foreign exchange movement

​

-4.6

​

​

​

-499.3

​

​

​

​

​

-503.9

Changes in fair values (3)

​

​

​

​

​

​

​

​

​

-53.2

​

-53.2

Transfers from long-term to short-term

​

​

​

66.0

​

​

​

-66.0

​

​

​

0.0

Changes in leases

​

​

​

​

​

​

​

29.2

​

​

​

29.2

Capitalization of accrued interest

​

​

​

​

​

123.4

​

​

​

​

​

123.4

Other

​

​

​

16.4

​

21.8

​

​

​

​

​

38.2

Balance at December 31, 2021

​

34.8

​

66.5

​

6,036.0

​

158.2

​

8.5

​

6,304.0

(3)

The statement of financial position values of the derivatives have been recorded as they are disclosed in the Group’s statement of financial position and fair value reserve, and therefore cannot be reconciled with their actual fair values.

CURRENCY RISK

Transaction risk arises from foreign currency denominated receivables and liabilities, cash flows in foreign currencies and derivatives. Translation risk relates to the foreign currency denominated earnings when they are translated into USD. Amer Sports has operations in most of the major currency areas, and its sales are diversified in multiple currencies. On the business unit level, transaction risk arises when the unit sells in its home currency but the cost base is in foreign currencies or sells or buys goods in foreign currencies. Amer Sports’ risk management is aiming to eliminate material uncertainties relating to foreign exchange rates.

At the end of the year, Amer Sports’ currency position consisted of intercompany and external interest-free and interest-bearing foreign currency denominated receivables and liabilities and foreign exchange derivatives. Foreign exchange derivatives include both balance sheet and cash flow hedges.

Balance sheet risks have been managed by financing Amer Sports’ subsidiaries in their functional currencies. The risks have been concentrated on the centralized distribution and purchasing units that invoice the subsidiaries in their respective functional currencies. Amer Sports’ risk for the consolidated statement of financial position arises from internal and external liabilities in foreign currencies.

The following table sets out the foreign exchange positions in the most significant currencies at the reporting date:

F-91

​

December 31, 2022

December 31, 2021

January 1, 2021

USD million

USD

CAD

HKD

CHF

SEK

USD

CAD

HKD

CHF

SEK

USD

CAD

CNH

CHF

SEK

Interest-bearing intercompany receivables

​

172.0

​

109.3

​

​

​

​

​

5.1

​

146.4

​

32.5

​

​

​

​

​

​

​

233.5

​

​

​

​

​

​

​

​

External receivables

​

37.0

​

-21.7

​

​

​

1.9

​

0.5

​

1.9

​

-10.0

​

​

​

0.6

​

-0.1

​

6.1

​

-11.8

​

​

​

1.1

​

-2.3

Intercompany receivables

​

28.2

​

-47.9

​

0.1

​

4.9

​

7.5

​

35.8

​

-28.1

​

​

​

10.1

​

10.5

​

33.4

​

-10.3

​

6.4

​

6.1

​

10.1

Interest-bearing external liabilities

​

-155.0

​

​

​

​

​

​

​

​

​

-35.0

​

​

​

​

​

​

​

​

​

22.7

​

57.7

​

​

​

​

​

​

Interest-bearing intercompany liabilities

​

​

​

​

​

-67.3

​

-1.4

​

​

​

​

​

​

​

-26.4

​

-9.1

​

-12.9

​

​

​

-38.8

​

​

​

-1.8

​

-59.6

External payables

​

-157.1

​

40.9

​

​

​

-1.1

​

0.2

​

-49.0

​

24.4

​

​

​

-0.3

​

​

​

-104.8

​

28.1

​

​

​

-1.1

​

​

Intercompany payables

​

-45.9

​

32.2

​

​

​

-1.0

​

0.3

​

-20.3

​

6.9

​

​

​

-6.0

​

-1.9

​

-11.4

​

5.4

​

5.4

​

-0.7

​

-7.1

Foreign exchange derivatives

​

453.3

​

-133.5

​

61.9

​

-59.7

​

-59.5

​

289.5

​

-73.6

​

25.8

​

-43.8

​

-61.2

​

295.7

​

-103.6

​

-45.2

​

-49.5

​

-49.3

Total

​

332.5

​

-20.7

​

-5.3

​

-56.4

​

-45.9

​

369.3

​

-47.9

​

-0.6

​

-48.5

​

-65.6

​

475.2

​

-73.3

​

-33.4

​

-45.9

​

-108.2

The tables below present the sensitivity of the statement of shareholders’ equity (deficit) and the statement of loss at the reporting date to the strengthening of the euro by 10%, provided other factors remain unchanged. The weakening of the euro by 10% would cause a similar change in the opposite direction:

Dec 31, 2022 USD million	USD		CAD		HKD		CHF		SEK
Statement of shareholders’ equity (deficit)	​	-61.0	​	-0.2	​	0.0	​	5.0	​	4.5
Statement of loss	​	28.4	​	2.2	​	0.5	​	0.5	​	0.1

Dec 31, 2021 USD million	USD		CAD		HKD		CHF		SEK
Statement of shareholders’ equity (deficit)	​	-44.6	​	2.3	​	0.0	​	3.3	​	5.5
Statement of loss	​	7.7	​	2.5	​	0.0	​	1.6	​	1.0

Jan 1, 2021 USD million	USD		CAD		CNH		CHF		SEK
Statement of shareholders’ equity (deficit)	​	-54.1	​	6.5	​	4.5	​	4.4	​	6.1
Statement of loss	​	6.6	​	0.9	​	-1.2	​	0.2	​	4.7

Earnings sensitivity before taxes is influenced by changes in the fair value of derivative instruments not used in hedge accounting and on-balance hedging derivative instruments as well as changes in the value of on-balance currency-denominated loans and receivables. Shareholders’ equity (deficit) is mainly affected by changes in the fair value of derivative instruments used in hedge accounting recognized under the hedge reserve.

The following table sets out Amer Sports’ cash flows pursuant to its hedging policy for the next 24 months as at December 31, 2022 (USD million):

USD

CNH

SEK

GBP

CHF

NOK

CZK

PLN

Other

-1,350.3

​

233.6

​

157.9

​

147.2

​

136.5

​

114.1

​

54.4

​

50.1

​

123.7

The following table sets out the hedging of Amer Sports’ cash flows as at December 31, 2022 (USD million):

USD

CNH

SEK

GBP

CHF

NOK

CZK

PLN

Other

544.0

​

-83.2

​

-44.8

​

-53.3

​

-52.3

​

-39.5

​

-21.3

​

-18.1

​

-48.0

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The following table sets out Amer Sports’ cash flows pursuant to its hedging policy for the next 24 months as at December 31, 2021 (USD million):

USD

SEK

GBP

CAD

CHF

CNH

NOK

JPY

Other

-1,322.3

​

214.3

​

157.8

​

147.0

​

140.1

​

93.9

​

88.6

​

58.2

​

172.4

The following table sets out the hedging of Amer Sports’ cash flows as at December 31, 2021 (USD million):

USD

SEK

GBP

CAD

CHF

CNH

NOK

JPY

Other

386.0

​

-58.4

​

-43.8

​

-22.8

​

-39.2

​

-50.1

​

-33.3

​

-16.7

​

-64.7

The following table sets out Amer Sports’ cash flows pursuant to its hedging policy for the next 24 months as at January 1, 2021 (USD million):

USD

SEK

CAD

GBP

CHF

NOK

CNY

CZK

Other

-1,184.7

​

224.5

​

165.4

​

159.4

​

158.2

​

77.2

​

71.6

​

70.7

​

180.4

The following table sets out the hedging of Amer Sports’ cash flows as at January 1, 2021 (USD million):

USD

SEK

CAD

GBP

CHF

NOK

CNY

CZK

Other

550.3

​

-65.9

​

-61.4

​

-75.9

​

-49.3

​

-28.3

​

-45.2

​

-19.8

​

-88.4

According to Amer Sports’ hedging policy, the transaction risk arising from subsidiaries’ business operations is hedged between 12–24 months. In practice, the hedge ratios are higher for closer months than for later months. The hedge ratio is maintained between 55% and 95% of 24 months cash flow, except in currencies with high interest rate where the hedge horizon is 12–18 months. Hedge ratios are monitored daily. The hedged cash flow is expected to be realized during the following 12–24 months. Amer Sports hedges only annual cash flows or other exposures with a value of over EUR 5.0 million. Amer Sports temporarily shortened the hedging horizon to 12 months and in 2022 has managed to reach longer tenors again, but not yet in the extent of the Treasury Policy.

Amer Sports applies hedge accounting to the forecasted sales or purchases in foreign currencies related to its operating activities for cash flows with a counter value of over EUR 10 million per currency pair in the entity. The effectiveness is assessed quarterly by analysing the critical terms. The critical terms of the hedging instrument and the forecasted hedged transactions are significantly the same. The forecasted hedged transactions are expected to occur in the same fiscal month as the maturity date of the hedging instrument, and therefore, the hedge is expected to be effective. Subsequent assessments of effectiveness are performed by verifying and documenting whether the critical terms of the hedging instrument and forecasted hedged transactions have changed during the period in review and whether it remains probable. If there are no such changes in critical terms, the Group will continue to conclude that the hedging relationship is effective. Sources of ineffectiveness, including timing differences in the settlement of forecasted hedged transactions and hedging instruments, and changes in credit risk of the hedging instruments, are not considered material.

Foreign exchange differences of foreign exchange derivatives are recognized as hedging reserve while interest rate differentials related to the foreign exchange derivatives are recorded through the consolidated statement of loss.

According to its Treasury Policy, Amer Sports may hedge 0 to 50% of subsidiaries’ equity. At the end of 2022, 2021 and 2020 there were no outstanding equity hedges or net investment hedges.

INTEREST RISK

The Company is exposed to interest rate risk when it funds its group operations with external debt. The risk arises from the repricing of floating rate debt and with the raising of new floating rate debt. A fixed rate debt is subject to “fair value risk”. The purpose of interest rate risk management is to bring predictability for interest expenses. Amer Sports Treasury may hedge the outstanding or forthcoming interest rate position of Amer Sports Group by using interest rate derivatives defined in the Treasury Policy.

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The duration of the loans in Amer Sports, Inc. was 1 month in 2022, 3 months in 2021 and 4 months in 2020. 2% of the debt portfolio was at fixed rate as of December, 2022, 2% in 2021 and 2% in 2020.

Cash and cash equivalents are excluded from the interest rate risk portfolio of the group due to their short-term nature.

The sensitivity of the consolidated statement of loss contains changes in interest expenses for the next 12 months due to an increase/decrease of 1% in market interest rates, provided that other factors remain unchanged.

The below table illustrates the sensitivity of the consolidated statement of shareholders’ equity and the consolidated statement of loss to an increase of 1% in interest rates, provided that other factors remain unchanged. The sensitivity is calculated to interest-bearing liabilities. Interest rate floors are excluded from the calculations.

USD million	Position		December 31, 2022
Statement of shareholders’ equity (deficit)	​	—	​	—
Statement of loss	​	5,967.1	​	-52.5
Statement of loss due to ineffective Other interest rate derivatives	​	106.7	​	1.9

USD million	Position		December 31, 2021
Statement of shareholders’ equity (deficit)	​	—	​	—
Statement of loss	​	6,004.3	​	-48.5
Statement of loss due to ineffective	​	​	​	​
Other interest rate derivatives	​	113.3	​	3.9

USD million	Position		January 1, 2021
Statement of shareholders’ equity (deficit)	​	—	​	—
Statement of loss	​	6,636.6	​	-49.1
Statement of loss due to ineffective	​	​	​	​
Other interest rate derivatives	​	147.7	​	5.6

The effective interest rate of the debt used for financing was 4.0% in 2022, 4.2% in 2021 and 3.9% in 2020. The effective interest rate is calculated by taking into account interest expenses, financing expenses and derivatives’ expenses.

The average interest rate of the Group’s interest-bearing debt was 4.0% in 2022, 3.6% in 2021 and 3.7% in 2020.

The Group has outstanding non-hedge accounting related interest rate derivatives. The derivates used to hedge floating rate loans that have been repaid. Although the original loans were repaid, it was decided to maintain these derivatives as a protection against interest rate risks related to the new funding.

The expected impact from interest rate benchmark reform concerning IBOR reference rates replacement is considered to be limited for Amer Sports, since the majority of the Group’s external contracts are tied to EURIBOR reference rates. Amer Sports’ IBOR exposure is mainly related to USD LIBOR linked external short term loans and funding that amounted to USD 155 million as of December 31, 2022 and have yet to transition to an alternative benchmark rate. USD LIBOR publication will be ceased after June 2023.

CREDIT RISK

Amer Sports, Inc. is exposed to customary credit risk through accounts receivables that are held in the Company’s consolidated statement of financial position. The Company has a global customer base, and

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there are no significant risk concentrations. The largest single customer accounts for 4% of total accounts receivable and the largest 20 combined total about 31%. At the end of year 2022 the average payment time for the outstanding sales was 53 days.

Amer Sports uses credit insurance in most of the countries in EMEA and Japan to protect against the risk of non-payment and to secure sales up to predefined limits.

Excess liquidity can be placed to the market according to the Treasury Policy’s and the Senior Facilities Agreement’s credit criteria and limits.

The credit risk arising from Amer Sports’ derivatives is considered low. The risk is minimized by careful selection of counterparties, their limited share of the total portfolio and by monitoring counterparties’ creditworthiness and outstanding liabilities towards Amer Sports.

The following table sets out the consolidated statement of financial position values or fair values of financial assets which represent the maximum amount of the credit risk at the reporting dates:

USD million	Statement of financial position value or fair value December 31, 2022		Statement of financial position value or fair value December 31, 2021		Statement of financial position value or fair value January 1, 2021
Non-current financial assets	​	​	​	​	​	​
Other non-current financial assets	​	64.2	​	25.0	​	13.9
Derivative financial instruments (3)	​	​	​	​	​	​
Interest rate derivatives	​	5.7	​	—	​	—
Current financial assets	​	​	​	​	​	​
Hold-to-collect accounts receivables	​	658.7	​	504.0	​	558.3
Available for sale factoring receivables	​	0.0	​	29.2	​	30.8
Other interest-free receivables	​	124.4	​	82.1	​	74.9
Promissory notes	​	5.5	​	5.9	​	4.9
Derivative financial instruments (3)	​	​	​	​	​	​
Foreign exchange derivatives	​	23.5	​	14.5	​	16.4
Interest rate derivatives	​	—	​	—	​	3.6
Cash and cash equivalents	​	402.0	​	566.7	​	389.5

(3)

The values as per the consolidated statement of financial position of the derivatives have been recorded as they are disclosed in the Group’s consolidated statement of financial position and fair value reserve, and therefore cannot be reconciled with their actual fair values.

Factoring

A subsidiary of the Group entered into a factoring agreement, originally in 2013 and subsequently amended and restated in 2022, with a third-party banking institution (“Factor”), pursuant to which the Group agreed to sell accounts receivable up to a limit of USD 50 million in exchange for advanced funding equal to 100% of the principal value of the invoice on a non-recourse basis. Information on accounts receivable identified for factoring are provided and verified by the Factor prior to being accepted for factoring. The Group is charged a fee of commission of 0.4% on the basis of purchased gross invoice amount, and an adjustment rate of the Daily Simple SOFR plus 1.50% per annum, based on the number of days between the purchase date and the settlement date. The program is in place for certain approved US based obligors.

Amer Sports uses sale of receivables with the purpose to balance liquidity swings of the Group. The year-end value of uncollected receivables transferred as part of the factoring program was USD 34.6 million as of December 31, 2022, USD 0 million as of December 31, 2021 and USD 0.1 million as of January 1,

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2021. As of December 31, 2022, December 31, 2021 and January 1, 2021, the total accounts receivable balances transferred to the Factor amounted to USD 116.2 million, USD 0 million and USD 117.2 million, respectively.

The Group has assessed that significantly all risks and rewards of the transferred accounts receivables have been transferred to the Factor. The Group only retains the risk of late payments of the underlying debtors, which has been considered immaterial for the consolidated financial statements. The fair value of the continuing involvement in the transferred trade receivables amounted to USD 0.5 million as of December 31, 2022, which corresponds to the maximum payment and the undiscounted cash outflows the Group might have to pay in case of late payment. All of the potential cash outflows have a maturity of less than 12 months.

VALUATION PROVISIONS OF ACCOUNTS RECEIVABLE

USD million	December 31, 2022		December 31, 2021		January 1, 2021
Accounts receivable reserve	​	17.3	​	17.9	​	21.1

Aging analysis of external accounts receivable and amounts recognized as accounts receivable reserve

December 31, 2022 USD million	Receivable amount		Receivable reserve		Net
Not due	​	590.0	​	-4.5	​	585.5
1–30 days overdue	​	40.1	​	-1.0	​	39.1
31–60 days overdue	​	17.0	​	-0.9	​	16.1
61–90 days overdue	​	4.9	​	-0.3	​	4.6
91–120 days overdue	​	1.4	​	-0.2	​	1.2
more than 120 days overdue	​	22.6	​	-10.4	​	12.2
Total	​	676.0	​	-17.3	​	658.7

December 31, 2021 USD million	Receivable amount		Receivable reserve		Net
Not due	​	477.8	​	-3.9	​	473.9
1–30 days overdue	​	18.8	​	-0.6	​	18.2
31–60 days overdue	​	7.6	​	-0.5	​	7.1
61–90 days overdue	​	1.0	​	-0.9	​	0.1
91–120 days overdue	​	1.0	​	-0.9	​	0.1
more than 120 days overdue	​	42.2	​	-11.1	​	31.1
Total	​	548.4	​	-17.9	​	530.5

January 1, 2021 USD million	Receivable amount		Receivable reserve		Net
Not due	​	493.7	​	-2.8	​	490.9
1–30 days overdue	​	37.1	​	-2.2	​	34.9
31–60 days overdue	​	8.2	​	-0.6	​	7.6
61–90 days overdue	​	1.8	​	-0.2	​	1.6
91–120 days overdue	​	2.5	​	-0.1	​	2.4
more than 120 days overdue	​	66.9	​	-15.2	​	51.7
Total	​	610.2	​	-21.1	​	589.1

More than 120 days overdue accounts receivables are mainly related to the Group’s export business and specific payment plans have been agreed with the related distributors.

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Bad debt write-offs amounted to USD 4.2 million in 2022, USD 4.0 million in 2021, and USD 8.3 million in 2020. The total impact on the consolidated statement of loss and other comprehensive income and loss from bad debt write-offs and the change in the receivable reserve amounted to USD 3.6 million in 2022, USD 0.7 million in 2021 and USD 20.5 million in 2020 of which USD 8.2 million relate to the impairment of trade receivable balances against Mavic S.A.S., which has been reclassed to continuing operations. Refer to note 3 for details.

The Group had open receivable balances in Argentina related to a single distributor, which was not able to pay its outstanding invoice amounts due to abroad payment restrictions by the Central Bank of Argentina. Pursuant to an agreement reached, the related trade receivables were converted to a loan with a specific payment plan. Refer to note 3 for details on the reclassifications made.

DERIVATIVE FINANCIAL STATEMENTS

​	December 31, 2022
USD million	Nominal value		Fair value		2023		2024	2025 and after
Hedge accounting-related	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives hedging cash flows from operations	​	1,057.0	​	-1.4	​	1,057.0	​	​	​
Other derivative contracts	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	823.6	​	1.4	​	823.6	​	​	​
Interest rate derivatives	​	213.3	​	5.7	​	​	​	​	213.3

​	December 31, 2021
USD million	Nominal value		Fair value		2022		2023		2024 and after
Hedge accounting-related	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives hedging cash flows from operations	​	752.9	​	8.2	​	750.6	​	2.3	​	​
Other derivative contracts	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	356.5	​	-1.1	​	356.5	​	​	​	​
Interest rate derivatives	​	226.5	​	-1.5	​	​	​	​	​	226.5

​	January 1, 2021
USD million	Nominal value		Fair value		2021		2022		2023 and after
Hedge accounting-related	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives hedging cash flows from operations	​	998.3	​	-39.5	​	977.8	​	20.5	​	​
Other derivative contracts	​	​	​	​	​	​	​	​	​	​
Foreign exchange derivatives	​	383.1	​	5.8	​	377.0	​	6.1	​	​
Interest rate derivatives	​	270.4	​	-3.1	​	25.0	​	​	​	245.4

CAPITAL MANAGEMENT

Amer Sports, Inc.’s capital management is driven by the strategic targets of the parent company and public ratings.

The Senior Facilities Agreement reflected in the statement of financial position of Amer Sports Holding Oy (former Mascot Bidco Oy) includes a Consolidated Senior Secured Net Leverage Ratio covenant which is tested each quarter and which provides that the ratio of Consolidated Senior Secured Net Debt to Consolidated EBITDA must not exceed 8.00:1.

F-97

The relevant subsidiaries of Amer Sports, Inc. disclose the covenants to the lenders according to the definitions and clauses of the agreements. The Group has been compliant with the covenants during the reporting periods.

The Group is not subject to any externally imposed capital requirements.

NET DEBT AND SHAREHOLDER’S EQUITY

USD million	December 31, 2022		December 31, 2021		January 1, 2021
Interest-bearing liabilities	​	6,236.0	​	6,295.5	​	6,985.5
Cash and cash equivalents	​	402.0	​	566.7	​	389.5
Net debt	​	5,834.0	​	5,728.8	​	6,596.0
Total shareholders’ equity	​	-73.9	​	38.0	​	-152.9

OFFSETTING FINANCIAL ASSETS AND LIABILITIES

Financial assets and liabilities subject to offsetting, enforceable master netting arrangements and similar agreements as of December 31, 2022:

​	Related amounts not set off
USD million	Gross amount of derivative financial instruments		Related assets (+) or liabilities (-) subject to master netting agreements		Collateral received (-) or given (+)		Net exposure
Derivative assets	​	36.7	​	-30.3	​	10.7	​	17.1
Derivative liabilities	​	-30.9	​	30.3	​	—	​	-0.6

Financial assets and liabilities subject to offsetting, enforceable master netting arrangements and similar agreements as at December 31, 2021:

​	Related amounts not set off
USD million	Gross amount of derivative financial instruments		Related assets (+) or liabilities (-) subject to master netting agreements		Collateral received (-) or given (+)		Net exposure
Derivative assets	​	16.1	​	-7.8	​	—	​	8.3
Derivative liabilities	​	-10.5	​	7.8	​	—	​	-2.7

Financial assets and liabilities subject to offsetting, enforceable master netting arrangements and similar agreements as of January 1, 2021:

​	Related amounts not set off
USD million	Gross amount of derivative financial instruments		Related assets (+) or liabilities (-) subject to master netting agreements		Collateral received (-) or given (+)		Net exposure
Derivative assets	​	16.8	​	-16.8	​	—	​	0.0
Derivative liabilities	​	-53.6	​	16.8	​	—	​	-36.8

Other financial assets and liabilities than derivative financial assets and liabilities are not subject to material offsetting, enforceable master netting or similar agreements. Financial assets and liabilities that are not set off in the consolidated statement of financial position, but may be set off are under enforceable master netting arrangements (such as International Swaps and Derivatives Association Inc, ISDA, Master Agreement and Schedules governing terms, obligations and other provisions related to trading and settlement of derivative trades) that allow the Group and the counterparty for net settlement of the relevant financial assets and liabilities when both elect to settle on a net basis. In the absence of such an election, financial assets

F-98

and liabilities will be settled on a gross basis, however, each party to the master netting arrangement or similar agreement will have the option to settle all such amounts on a net basis in the event of default of the other party.

29.   DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE

All income and expenses of the divested Suunto and Precor businesses were classified as loss from discontinued operations, net of tax in the consolidated statement of loss and other comprehensive income and loss for the fiscal years ended December 31, 2022, 2021 and 2020. Assets and liabilities associated with the Suunto disposal group were classified as held-for-sale on the consolidated statement of financial position as of December 31, 2021. Assets and liabilities associated with the Precor disposal group were classified as held-for-sale on the consolidated statement of financial position as of January 1, 2021.

2022:

Suunto divestment

During June 2021 the Company entered into a term sheet with Dongguan Liesheng Electronic Technology Co. Ltd (“Liesheng”), a leading Chinese technology company focusing on the smart & sport wearables electronics segment, in regards to the disposal of Suunto. The asset and liabilities of the disposal group were classified as held-for-sale and it was concluded that the disposal group qualifies as a discontinued operation. On December 28, 2021, an agreement was reached with Liesheng to acquire the Suunto business subject to the satisfaction of customary closing conditions.

The closing of the transaction was completed on May 6, 2022. The consolidated cash and debt-free sales value amounted to USD 18.3 million (net of transaction costs). The loss on disposal upon the sale of the Suunto business amounted to USD 5.5 million and is reported under loss from discontinued operations, net of tax.

Upon classifying Suunto as held-for-sale, an impairment loss in the amount of USD 77.5 million was recognized in accordance with IAS 36 Impairment of Assets.

2021:

Precor divestment

On December 21, 2020, the Company entered into an agreement with Peloton Interactive Inc, a Nasdaq listed, leading interactive fitness platform, for the sale of its Fitness Equipment segment (Precor) including the shares of Precor Inc. as well as all net assets and trademarks in a transaction valued at USD 420 million. The assets and liabilities of the disposal group were classified as held-for-sale and it was concluded that the disposal group qualifies as a discontinued operation. The transaction was closed and the transfer of ownership took place on April 1, 2021. The gain upon disposal, before taxes, upon the sale of the Precor business amounted to USD 116.0 million and is reported under loss from discontinued operations, net of tax.

Final adjustment on Precor divestment

A final purchase price adjustment on the Precor divestment amounted to USD 4.8 million which was paid during 2022 and was recorded as a gain in the consolidated statement of loss and other comprehensive income and loss. The total profit on the disposal of the Precor divestment after the final purchase price adjustment was USD 120.8 million.

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2020:

There were no divestments in 2020.

The result of the Suunto and Precor businesses is shown as discontinued operations in the consolidated statement of loss and other comprehensive income and loss:

USD million	2022		2021		2020
Revenue	​	31.3	​	192.0	​	427.2
Cost of goods sold	​	-24.9	​	-114.2	​	-280.2
Gross profit	​	6.4	​	77.8	​	147.0
Selling and marketing expenses	​	-12.2	​	-65.3	​	-129.5
Administrative and other expenses	​	-11.9	​	-58.4	​	-72.9
Impairment losses on non-financial assets	​	—	​	-77.5	​	-20.8
Profit and loss on sale of divested businesses	​	-5.5	​	116.0	​	0.0
Other operating income	​	1.1	​	3.1	​	2.6
Operating loss	​	-22.1	​	-4.3	​	-73.6
Finance income	​	0.0	​	0.0	​	0.0
Finance expenses	​	0.5	​	-0.3	​	-1.4
Net finance cost	​	0.5	​	-0.3	​	-1.4
Loss before tax	​	-21.6	​	-4.6	​	-75.0
Income tax expense	​	-0.2	​	2.8	​	11.4
Profit (loss) for the period	​	-21.8	​	-1.8	​	-63.6

The following assets and liabilities of the Suunto and Precor businesses were reported as assets and liabilities held for sale as of December 31, 2022, December 31, 2021 and January 1, 2021.

USD million	December 31, 2022		December 31, 2021		January 1, 2021
ASSETS	​	​	​	​	​	​
NON-CURRENT ASSETS	​	​	​	​	​	​
Intangible assets	​	—	​	3.7	​	158.9
Goodwill	​	—	​	—	​	85.8
Property, plant and equipment	​	—	​	2.5	​	29.8
Right-of-use assets	​	—	​	5.4	​	19.3
Other non-current receivables	​	—	​	0.0	​	2.8
Deferred tax assets	​	—	​	8.9	​	9.6
TOTAL NON-CURRENT ASSETS	​	0.0	​	20.5	​	306.2
CURRENT ASSETS	​	​	​	​	​	​
Inventories	​	—	​	17.0	​	82.1
Accounts receivable, net	​	—	​	20.2	​	62.2
Prepaid expenses and other receivables	​	—	​	1.4	​	11.8
Cash and cash equivalents	​	—	​	0.9	​	6.9
TOTAL CURRENT ASSETS	​	0.0	​	39.5	​	163.0
TOTAL ASSETS HELD FOR SALE	​	0.0	​	60.0	​	469.2

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USD million	December 31, 2022		December 31, 2021		January 1, 2021
LIABILITIES	​	​	​	​	​	​
LONG-TERM LIABILITIES	​	​	​	​	​	​
Lease liabilities	​	—	​	4.4	​	14.3
Provisions	​	—	​	0.4	​	1.3
Other liabilities	​	—	​	—	​	21.1
Deferred tax liabilities	​	—	​	1.3	​	37.1
TOTAL LONG-TERM LIABILITIES	​	0.0	​	6.1	​	73.8
CURRENT LIABILITIES	​	​	​	​	​	​
Interest-bearing liabilities	​	—	​	0.2	​	—
Lease liabilities	​	—	​	1.3	​	6.6
Accounts payable	​	—	​	12.4	​	34.6
Other liabilities	​	—	​	6.9	​	20.6
Provisions	​	—	​	1.9	​	15.6
TOTAL CURRENT LIABILITIES	​	0.0	​	22.7	​	77.4
TOTAL LIABILITIES HELD FOR SALE	​	0.0	​	28.8	​	151.2
NET ASSETS HELD FOR SALE	​	0.0	​	31.2	​	318.0

Net cash flows incurred by the Suunto and Precor businesses:

USD million	December 31, 2022		December 31, 2021		December 31, 2020
Operating	​	-10.3	​	-38.4	​	40.3
Divested operations	​	20.3	​	393.8	​	—
Investing	​	-1.0	​	-8.7	​	-17.1
Financing	​	-0.4	​	-4.6	​	-7.7
Net cash outflow	​	8.6	​	342.1	​	15.5

During 2021 USD 4.9 million was recorded as translation differences related to Precor Inc. The translation differences are included in the profit on sale of Precor.

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Carrying amounts of assets and liabilities, profit (loss) on sale and cash flow of the sold businesses

USD million	2022		2021		2020
NON-CURRENT ASSETS	​	​	​	​	​	​
Intangible assets	​	6.5	​	159.0	​	—
Goodwill	​	0.0	​	77.4	​	—
Property, plant and equipment	​	3.1	​	28.8	​	—
Right-of-use assets	​	4.5	​	16.8	​	—
Other non-current receivables	​	—	​	2.9	​	—
Deferred tax assets	​	4.2	​	3.5	​	—
TOTAL LONG-TERM LIABILITIES	​	18.3	​	288.4	​	—
CURRENT ASSETS	​	​	​	​	​	​
Inventories	​	20.1	​	82.6	​	—
Accounts receivable, net	​	5.6	​	44.2	​	—
Prepaid expenses and other receivables	​	1.9	​	6.5	​	—
Current tax receivables	​	—	​	—	​	—
Cash and cash equivalents	​	2.7	​	28.7	​	—
TOTAL CURRENT ASSETS	​	30.3	​	162.0	​	—
TOTAL ASSETS SOLD	​	48.6	​	450.4	​	—
LIABILITIES	​	​	​	​	​	​
LONG-TERM LIABILITIES	​	​	​	​	​	​
Lease liabilities	​	3.8	​	12.1	​	—
Provisions	​	—	​	1.1	​	—
Other liabilities	​	—	​	26.4	​	—
Deferred tax liabilities	​	—	​	37.5	​	—
TOTAL LONG-TERM LIABILITIES	​	3.8	​	77.1	​	—
CURRENT LIABILITIES	​	​	​	​	​	​
Lease liabilities	​	1.1	​	5.9	​	—
Accounts payable	​	6.4	​	25.5	​	—
Other liabilities	​	11.4	​	23.5	​	—
Provisions	​	2.0	​	16.8	​	—
TOTAL CURRENT LIABILITIES	​	20.9	​	71.7	​	—
TOTAL LIABILITIES SOLD	​	24.7	​	148.8	​	—
NET ASSETS SOLD	​	23.9	​	301.6	​	—
Total net assets sold	​	23.9	​	301.6	​	—
Cumulative translation difference from divested subsidiaries	​	—	​	4.9	​	—
Sale consideration, net of transaction cost	​	23.1	​	422.5	​	—
Profit (loss) on sale	​	-0.7	​	116.0	​	—
Cash flow	​	​	​	​	​	​
Consideration received, net of transaction cost	​	23.1	​	422.5	​	—
Cash and cash equivalents of the divested business	​	-2.8	​	-28.7	​	—
Net cash impact	​	20.3	​	393.8	​	—

F-102

30.   LOSS PER SHARE

At January 3, 2020, the Company was founded as a shell company with 1 ordinary share. As part of the reorganization, the number of ordinary shares outstanding increased from 1 share to 115,220,745. This number of ordinary shares outstanding upon completion of the reorganization has been utilized in the calculation of the weighted average number of ordinary shares for the years ended December 31, 2022 and 2021, retrospectively. Refer to Note 1 for further details on the reorganization.

Basic loss per share

The calculation of basic loss per share has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.

Loss attributable to ordinary shareholders (basic)

USD million

Continuing operations

2022 Discontinued operation

Total

Continuing operations

2021 Discontinued operation

Total

Continuing operations

2020 Discontinued operation

Total

Loss for the year, attributable to the owners of the Company

​

-230.9

​

-21.8

​

-252.7

​

-124.5

​

-1.8

​

-126.3

​

-173.6

​

-63.6

​

-237.2

Weighted-average number of ordinary shares (basic)

​	2022		2021		2020
Weighted-average number of ordinary shares at December 31,	​	115,514,239	​	115,220,745	​	115,220,745

Diluted loss per share

For the periods included in these consolidated financial statements the Group incurred net losses. Therefore, antidilutive stock options are excluded from the diluted loss per share calculation.

The following table presents an overview of the calculated basic and diluted loss per share:

USD million (except for share and loss per share information)	Continuing operations		2022 Discontinued operation		Total		Continuing operations		2021 Discontinued operation		Total		Continuing operations		2020 Discontinued operation		Total
Loss for the year, attributable to the owners of the Company	​	-230.9	​	-21.8	​	-252.7	​	-124.5	​	-1.8	​	-126.3	​	-173.6	​	-63.6	​	-237.2
Weighted-average number of ordinary shares	​	115,514,239	​	115,514,239	​	115,514,239	​	115,220,745	​	115,220,745	​	115,220,745	​	115,220,745	​	115,220,745	​	115,220,745
Loss per share basic	​	-2.00	​	-0.19	​	-2.19	​	-1.08	​	-0.02	​	-1.10	​	-1.51	​	-0.55	​	-2.06
Loss per share diluted	​	-2.00	​	-0.19	​	-2.19	​	-1.08	​	-0.02	​	-1.10	​	-1.51	​	-0.55	​	-2.06

31.   SUBSEQUENT EVENTS

Management has evaluated events subsequent to December 31, 2022 and through August 11, 2023, the date these consolidated financial statements were authorized for issuance by the Board of Directors. The following events which occurred subsequent to December 31, 2022 merited disclosure in these consolidated financial statements. Management determined that no adjustments were required to the figures presented as a result of these events.

a)

Reorganized the Group’s operating segments to align with the way it now manages its business. Specifically, the Company made a change in the structure of its cash generating units in accordance with IAS 36 Impairment of Assets. The Salomon Equipment operations, previously part of the operating segment and cash generating unit Winter Sports Equipment, were transferred to the

F-103

operating segment and cash generating unit Salomon Apparel and Footwear. The Group will be required, in accordance with IAS 36 Impairment of Assets to allocate assets and liabilities, including goodwill, between the two cash generating units in 2023.

b)

The Board approved the Employee Stock Ownership Plan 2023 (“ESOP 2023”) in 2023. The objectives of the ESOP 2023 are to align the interests of the shareholders and key employees in order to increase the value of the Group in the long-term, and to commit key employees to the Group. The ESOP 2023 provides for awards in the form of stock options to the Group’s key employees. The maximum number of options that may be granted is 1.2% of all of the Groups’s issued and outstanding shares. Subject to a participant’s continued employment, options granted under the ESOP 2023 will vest upon satisfaction of vesting conditions set out in an award agreement.

c)

Up to August 11, 2023, 558,821 options were granted at a weighted average exercise price of EUR 23.60 per share under ESOP 2019 and 1,012,790 options were granted at a weighted average exercise price of EUR 32.20 per share under ESOP 2023.

d)

Received a waiver of its interest due on the Investment Loan and the Facility A Loan from its parent company Amer Sports Holding (Cayman) in contemplation of an initial public offering and the related cancellation of the Investment Loan and the repayment of the Facility A Loan.

F-104

     Shares

Amer Sports, Inc.

Ordinary Shares

PROSPECTUS

Goldman Sachs BofA Securities J.P. Morgan Morgan Stanley

Citigroup UBS Investment Bank

Baird BNP PARIBAS CICC CLSA Evercore ISI TD Cowen Wells Fargo Securities Deutsche Bank Securities HSBC

Blaylock Van, LLCDrexel Hamilton Loop Capital Markets Ramirez & Co., Inc. Siebert Williams Shank Tigress Financial Partners

, 2024

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 6.   Indemnification of Directors and Officers

Cayman Islands’ laws do not limit the extent to which a company’s memorandum and articles of association may provide indemnification of officers and directors, except to the extent that any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against fraud or the consequences of committing a crime.

Our amended and restated memorandum and articles of association permits indemnification of our directors and officers, and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our Company or its affairs in any court whether in the Cayman Islands or elsewhere.

We intend to enter into indemnification agreements with each of our directors and officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Cayman Islands law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified, subject to our Company reserving its rights to recover the full amount of such advances in the event that he or she is subsequently found to have been negligent or otherwise have breached his or her trust or fiduciary duties to our Company or to be in default thereof, or where the Cayman Islands courts have declined to grant relief.

The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.   Recent Sales of Unregistered Securities

During the past three years, we have issued and sold the securities described below without registering the securities under the Securities Act. The information below is presented before giving effect to the Reclassification and the Share Split.

(a) Issuances of Share Capital

On February 28, 2022, we (i) entered into a share subscription agreement with JVCo, pursuant to which (a) JVCo subscribed for 115,220,744 of our class A voting shares in exchange for 100% of the shares it held in our wholly-owned subsidiary, Amer Sports HK and (b) the assumption by us of the obligations under Shareholder Loan 1 and Shareholder Loan 2 and (ii) entered into a share subscription agreement with the Co-Invest, pursuant to which the Co-Invest subscribed for 352,193 of our class B non-voting shares in exchange for (a) a per share price of EUR 4.61 per share and (b) advances under Co-Invest Loan 1 and Co-Invest Loan 2, the proceeds of which were equal to EUR 29.68 per share.

(b) Stock Option Grants

From January 1, 2020 to September 30, 2023, we have granted options to purchase an aggregate of 3,456,622 class B non-voting shares (net of forfeiture), at a weighted-average exercise price of EUR 27.78 per share, to employees pursuant to our 2019 ESOP and we have granted options to purchase an aggregate of 1,025,465 class B non-voting shares (net of forfeiture), at a weighted-average exercise price of EUR 35.79 per share, to employees pursuant to our 2023 ESOP. The weighted average exercise price under the 2019

II-1

ESOP reflects an exercise price of EUR 23.60 per share for all outstanding options granted under the 2019 ESOP, other than options granted to optionholders who are subject to U.S. federal income tax, which have an exercise price of EUR 34.40 per share. The weighted average exercise price under the 2023 ESOP reflects an exercise price of EUR 32.20 per share for all outstanding options granted under the 2023 ESOP, other than options granted to optionholders who are subject to U.S. federal income tax, which have an exercise price of EUR 43.00 per share. Prior to the vesting of any of the option awards, in connection with this offering, the exercise price of options granted under the 2019 ESOP and the 2023 ESOP will be converted from euros to U.S. dollars. The aforementioned modifications are not expected to have a material impact on our financial statements.

The offers, sales and issuances of the securities described above were exempt from registration either (i) under Regulation S promulgated under the Securities Act in that offers, sales and issuances were not made to persons in the United States and no directed selling efforts were made in the United States or (ii) under Section 4(a)(2) of the Securities Act in transactions did not involve any public offering.

Item 8.   Exhibits and Financial Statement Schedules

Exhibits

The Exhibit index attached hereto is incorporated herein by reference.

Financial Statement Schedules

All schedules have been omitted because they are not required or are not applicable, or the information is otherwise set forth in the consolidated financial statements and related notes thereto.

Item 9.   Undertakings

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

EXHIBIT INDEX

The following documents are filed as part of this registration statement:

1.1*	Form of Underwriting Agreement.
3.1	Form of Amended and Restated Memorandum and Articles of Association to be in effect immediately prior to the consummation of this offering.
5.1*	Opinion of Conyers Dill & Pearman, as to the validity of the ordinary shares.
10.1	Form of Business Cooperation Agreement between ANTA Sports Products Limited and Amer Sports, Inc.
10.2†	Form of Board Nomination Agreement between Amer Sports, Inc. and Anamered Investments Inc.
10.3	Form of Indemnification Agreement.
10.4†	Form of Registration Rights Agreement.
10.5†	Form of Business Services Agreement between ANTA Sports Products Limited and Amer Sports, Inc.
10.6	Amended and Restated Senior Facilities Agreement, dated as of July 17, 2023, by and among Amer Sports Holding 1 Oy, Amer Sports Holding Oy and Amer Sports Canada Inc., the lead arrangers party thereto, J.P. Morgan SE as agent and Wilmington Trust (London) Limited as security agent.
10.7+	Amer Sports, Inc. 2019 Stock Option Plan Rules.
10.8+	Amer Sports, Inc. 2023 Stock Option Plan Rules.
10.9+	Amer Sports, Inc. 2024 Omnibus Incentive Plan.
10.10	Intercompany Loan Agreement (Facility A Proceeds Loan), dated as of March 26, 2019, between Amer Sports Holding (Cayman) Limited as the Lender and Amer Sports Holding (HK) Limited as the Borrower.
10.11	Intercompany Loan Agreement (Investment Proceeds), dated as of March 26, 2019, between Amer Sports Holding (Cayman) Limited as the Lender and Amer Sports Holding (HK) Limited as the Borrower.
10.12	Intercompany Loan Agreement (Facility A Proceeds Loan), dated as of February 28, 2022, between Amer Sports Management Company (Cayman) Limited as the Lender and Amer Sports Management Holding (Cayman) Limited as the Borrower.
10.13	Intercompany Loan Agreement (Investment Proceeds), dated as of February 28, 2022, between Amer Sports Management Company (Cayman) Limited as the Lender and Amer Sports Management Holding (Cayman) Limited as the Borrower.
10.14	Form of Capitalisation Agreement between Amer Sports, Inc. and Amer Sports Holding (Cayman) Limited.
10.15	Form of Capitalisation Agreement between Amer Sports, Inc. and Amer Sports Management Company (Cayman) Limited.
10.16†	Form of Master Distributor Agreement between Amer Sports Malaysia SDN BHD and Avid Sports Singapore Pte. Ltd.
21.1	List of Subsidiaries.
23.1	Consent of KPMG AB.
23.2*	Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
24.1	Powers of Attorney (included on signature page to the registration statement).
99.1	Consent of Mingwei Bi, Director Nominee.
99.2	Consent of Shizhong Ding, Director Nominee.
99.3	Consent of Bruno Sälzer, Director Nominee.
99.4	Consent of Catherine Spear, Director Nominee.

II-3

99.5	Consent of Carrie Teffner, Director Nominee.
99.6	Consent of Dennis J. Wilson, Director Nominee.
99.7	Consent of Ling Xiong, Director Nominee.
99.8	Consent of Jie (James) Zheng, Director Nominee.
99.9	Consent of Kin Wah Stephen Yiu, Director Nominee.
107	Filing Fee Table.

*

To be filed by amendment.

+

Indicates management contract or compensatory plan.

†

Portions of this exhibit (indicated by asterisks) have been omitted as the registrant has determined that (i) the omitted information is not material and (ii) the omitted information is the type that the registrant treats as private or confidential.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Helsinki on January 4, 2024.

Amer Sports, Inc.

By:

/s/ Jie (James) Zheng

Name: Jie (James) Zheng
Title:   Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Andrew E. Page, Michael Hauge Sørensen and Jutta Karlsson and each of them, individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on January 4, 2024 in the capacities indicated:

Name	Title
/s/ Jie (James) Zheng Jie (James) Zheng	Chief Executive Officer (principal executive officer)
/s/ Andrew E. Page Andrew E. Page	Chief Financial Officer (principal financial officer and principal accounting officer)
/s/ Frank K. Tang Frank K. Tang	Director
/s/ Tak Yan (Dennis) Tao Tak Yan (Dennis) Tao	Director

II-5

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE

Under the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Amer Sports, Inc., has signed this registration statement or amendment thereto on January 4, 2024.

Authorized U.S. Representative

By:

/s/ Andrew E. Page

Andrew E. Page
Chief Financial Officer

II-6

EX-3.1

Exhibit 3.1

FINAL VERSION

THE COMPANIES ACT (AS REVISED)

EXEMPTED COMPANY LIMITED BY SHARES

THE SECOND AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

Amer Sports, Inc.

(Conditionally adopted by way of a special resolution passed on [●] and to become effective immediately prior to the completion of the initial public offering of the Company’s ordinary shares with effect from [●])

1. The name of the Company is Amer Sports, Inc.

2. The registered office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and shall include, but without limitation:

(a) to act and perform all the functions of a holding company in all its branches and to coordinate the policy and administration of any subsidiary company or companies wherever incorporated or carrying on business or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled directly or indirectly by the Company;

(b) to act as an investment company and for that purpose to subscribe, acquire, hold, dispose, sell, deal in or trade upon any terms, whether conditionally or absolutely, shares, stock, debentures, debenture stock, annuities, notes, mortgages, bonds, obligations and securities, foreign exchange, foreign currency deposits and commodities, issued or guaranteed by any company wherever incorporated, or by any government, sovereign, ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, by original subscription, tender, purchase, exchange, underwriting, participation in syndicates or in any other manner and whether or not fully paid up, and to meet calls thereon.

4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Act.

5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.

6. The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

7. The liability of each member is limited to the amount from time to time unpaid on such member's shares.

8. The share capital of the Company is EUR [·] divided into [·] shares of a nominal or par value of EUR [·] each with the Board being empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by the Companies Act (As Revised).

9. The Company may exercise the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

The Companies Act (As Revised)

Exempted Company Limited by Shares

THE SECOND AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

Amer Sports, Inc.

(Conditionally adopted by way of a special resolution passed on [●] and to become effective immediately prior to the completion of the initial public offering of the Company’s ordinary shares with effect from [●])

I N D E X

SUBJECT	Article No.
Table A	1
Interpretation	2
Share Capital	3
Alteration Of Capital	4-7
Share Rights	8-9
Variation Of Rights	10-11
Shares	12-15
Share Certificates	16-21
Lien	22-24
Calls On Shares	25-33
Forfeiture Of Shares	34-42
Register Of Members	43-44
Record Dates	45
Transfer Of Shares	46-51
Transmission Of Shares	52-54
Untraceable Members	55
General Meetings	56-59
Notice Of General Meetings	60-61
Proceedings At General Meetings	62-66
Voting	67-78
Proxies	79-84
Corporations Acting By Representatives	85
No Action By Written Resolutions Of Members	86
Board Of Directors	87-87A
Term Of Office Of Directors	88
Disqualification Of Directors	89
Executive Directors	90-91
Alternate Directors	92-95
Directors’ Fees And Expenses	96-99
Directors’ Interests	100-103
General Powers Of The Directors	104-109
Borrowing Powers	110-113
Proceedings Of The Directors	114-123
Audit Committee	124-126
Officers	127-130
Register of Directors and Officers	131
Minutes	132
Seal	133
Authentication Of Documents	134
Destruction Of Documents	135
Dividends And Other Payments	136-145
Reserves	146
Capitalisation	147-148
Subscription Rights Reserve	149
Accounting Records	150-154
Audit	155-160
Notices	161-163
Signatures	164
Winding Up	165-166
Indemnity	167
Financial Year End	168
Amendment To Memorandum and Articles of Association And Name of Company	169
Information	170
Exclusive Forum	171

THE COMPANIES ACT (AS REVISED)

EXEMPTED COMPANY LIMITED BY SHARES

THE SECOND AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

Amer Sports, Inc.

TABLE A

1.                             The regulations in Table A in the Schedule to the Companies Act (As Revised) do not apply to the Company.

INTERPRETATION

2.             (1)           In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

WORD	MEANING
“Act”	The Companies Act, Cap. 22 (As Revised) of the Cayman Islands.
“Affiliate”	with respect to any person, means another person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified person. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity. With respect to a natural person, “Affiliate” shall also mean such person’s spouse, parents, children and siblings, whether by blood, marriage or adoption or anyone residing in such person’s home.
"Anamered"	has the meaning given to it in Article 87(2).
“ANTA”	ANTA SPORTS PRODUCTS LIMITED or its Affiliate(s), as applicable.
“Articles”	these Articles in their present form or as supplemented or amended or substituted from time to time.

“Audit Committee”	the audit committee of the Company formed by the Board pursuant to Article 124 hereof, or any successor audit committee.
“Auditor”	the independent auditor of the Company which shall be an internationally recognized firm of independent accountants.
“Board” or “Directors”	the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present.
“capital”	the share capital from time to time of the Company.
“clear days”	in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.
“clearing house”	a clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary receipts therefor, if applicable) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
“Company”	Amer Sports, Inc.
“competent regulatory authority”	a competent regulatory authority in the territory where the shares of the Company (or depositary receipts therefor, if applicable) are listed or quoted on a stock exchange or interdealer quotation system in such territory.
“debenture” and “debenture holder”	include debenture stock and debenture stockholder respectively.
“Designated Stock Exchange”	the stock exchange in the United States of America on which any shares are listed for trading.
“dollars” and “$”	dollars, the legal currency of the United States of America.
“electronic communication”	a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other similar means in any form through any medium.
“electronic meeting”	a general meeting held and conducted wholly and exclusively by virtual attendance and participation by Members and/or proxies by means of electronic facilities.

“Exchange Act”	the Securities Exchange Act of 1934, as amended.
“EUR”	Euro, the legal currency of the member states of the European Union.
“head office”	such office of the Company as the Directors may from time to time determine to be the principal office of the Company.
“hybrid meeting”	a general meeting convened for the (i) physical attendance by Members and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by Members and/or proxies by means of electronic facilities.
“Meeting Location”	has the meaning given to it in Article 65A.
“Independent Director”	a director who is an independent director as defined in the applicable rules and regulations of the Designated Stock Exchange.
“Member”	a duly registered holder from time to time of the shares in the capital of the Company.
“Memorandum of Association”	the memorandum of association of the Company, as amended from time to time.
“month”	a calendar month.
“Notice”	written notice unless otherwise specifically stated and as further defined in these Articles.
“Office”	the registered office of the Company for the time being.
“ordinary resolution”	a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 60.
“paid up”	paid up or credited as paid up.
“physical meeting”	a general meeting held and conducted by physical attendance and participation by Members and/or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations.

“Principal Meeting Place”	shall have the meaning given to it in Article 60(2).
“Register”	the principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time.
“Registration Office”	in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered.
“SEC”	the United States Securities and Exchange Commission.
“Securities Act”	the U.S. Securities Act 1933 as amended, or any similar federal statute and the rules and regulations of the SEC thereunder as the same shall be in effect from time to time.
“Seal”	common seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place outside the Cayman Islands.
“Secretary”	any person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary.
“shares”	shares in the capital of the Company of par value of EUR [·] each.
“special resolution”	a resolution shall be a special resolution when it has been passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 60;
	a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles or the Statutes.

“Statutes”	the Act and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its Memorandum of Association and/or these Articles.
“year”	a calendar year.

(2) In these Articles, unless there be something within the subject or context inconsistent with such construction:

(a) words importing the singular include the plural and vice versa;

(b) words importing a gender include both gender and the neuter;

(c) words importing persons include companies, associations and bodies of persons whether corporate or not;

(d) the words:

(i) “may” shall be construed as permissive;

(ii) “shall” or “will” shall be construed as imperative;

(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, email, facsimile, photography and other modes of representing or reproducing words or figures in a legible and non-transitory form or, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic display, or represented by any other substitute or format for storage or transmission for writing or partly one and partly another provided that both the mode of service of the relevant document or Notice and the Member’s election comply with all applicable Statutes, rules and regulations;

(f) any requirement as to delivery under the Articles include delivery in the form of an electronic record (as defined in the Electronic Transactions Act of the Cayman Islands) or an electronic communication;

(g) references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force;

(h) save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context;

(i) references to a document (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by electronic communication or by any other method and references to a Notice or document include a Notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;

(j) Sections 8 and 19 of the Electronic Transaction Act of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles;

(k) the right of a Member to speak at an electronic meeting or a hybrid meeting shall include the right to raise questions or make statements to the chairman of the meeting, verbally or in written form, by means of electronic facilities. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the chairman of the meeting) in which event the chairman of the meeting shall relay the questions raised or the statements made verbatim to all persons present at the meeting, either orally or in writing using electronic facilities;

(l) a reference to a meeting shall mean a meeting convened and held in any manner permitted by these Articles and any Member or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly;

(m) references to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly;

(n) references to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise;

(o) where a Member is a corporation, any reference in these Articles to a Member shall, where the context requires, refer to a duly authorised representative of such Member; and

(p) references to “in the ordinary course of business” and comparable expressions mean the ordinary and usual course of business of the relevant party, consistent in all material respects (including nature and scope) with the prior practice of such party.

SHARE CAPITAL

3.             (1)           The share capital of the Company at the date on which these Articles come into effect shall be EUR                     divided into shares of a par value of EUR [·] each.

(2)           Subject to the Act, the Company’s Memorandum of Association and Articles and, where applicable, the rules and regulations of the Designated Stock Exchange and/or any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorized by these Articles for purposes of the Act. Subject to the Act, the Company is hereby authorized to make payments in respect of a redemption or purchase of its own shares in any manner authorized by the Act, including out of its capital. The purchase of any share shall not oblige the Company to purchase any other share other than as may be required pursuant to applicable law and any other contractual obligations of the Company.

(3)           The Company is authorised to hold treasury shares in accordance with the Act and may designate as treasury shares any of its shares that it purchases or redeems, or any share surrendered to it subject to the rules and regulations of the Designated Stock Exchange and/or any competent regulatory authority. Shares held by the Company as treasury shares shall continue to be classified as treasury shares until such shares are either cancelled or transferred as the Board may determine on such terms and subject to such conditions as it in its absolute discretion thinks fits in accordance with the Act subject to the rules and regulations of the Designated Stock Exchange and/or any competent regulatory authority.

(4)           The Company may accept the surrender for no consideration of any fully paid share unless, as a result of such surrender, there would no longer be any issued shares of the Company other than shares held as treasury shares.

(5)           No share shall be issued to bearer.

ALTERATION OF CAPITAL

4.             The Company may from time to time by ordinary resolution in accordance with the Act alter the conditions of its Memorandum of Association to:

(a) increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;

(b) consolidate and divide all or any of its capital into shares of larger amount than its existing shares;

(c) without prejudice to the powers of the Board under Article 12, divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Directors may determine provided always that, for the avoidance of doubt, where a class of shares has been authorized by the Company no resolution of the Company in general meeting is required for the issuance of shares of that class and the Directors may issue shares of that class and determine such rights, privileges, conditions or restrictions attaching thereto as aforesaid, and further provided that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”;

(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association (subject, nevertheless, to the Act), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;

(e) cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its capital by the amount of the shares so cancelled or, in the case of shares, without par value, diminish the number of shares into which its capital is divided.

5.                             The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the Article 4 and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise any person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

6.                             The Company may from time to time by special resolution, subject to any confirmation or consent required by the Act, reduce its share capital or any capital redemption reserve or other undistributable reserve in any manner permitted by law.

7.                             Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.

SHARE RIGHTS

8.             (1)           Subject to the provisions of the Act, the rules and regulations of the Designated Stock Exchange, and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 12 hereof, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine, including without limitation on terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

(2)           Subject to the Act, the rules and regulations of the Designated Stock Exchange and the Memorandum and Articles of Association, and to any special rights conferred on the holders of any shares or attaching to any class of shares, any shares may be issued or converted into shares that, at a designated date or at the option of the Company or the holder if so authorised by its Memorandum of Association, are liable to be redeemed on such terms and in such manner, including out of capital, as the Members before the issue or conversion may by ordinary resolution of the Members determine.

9.                             Subject to Article 12(1), the Memorandum of Association and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall be divided into shares the holders of which shall, subject to these Articles:

(a) be entitled to one vote per share;

(b) be entitled to such dividends as the Board may from time to time declare;

(c) in the event of a winding up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(d) generally, be entitled to enjoy all of the rights attaching to shares.

VARIATION OF RIGHTS

10.                           Subject to the Act and without prejudice to Article 8 and Article 12(1), all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

(a) notwithstanding Article 60 which shall not apply to this Article 10, separate general meetings of the holders of a class or series of shares may be called only by a majority of the entire Board (unless otherwise specifically provided by the terms of issue of the shares of such class or series). Nothing in this Article 10 shall be deemed to give any Member or Members the right to call a class or series meeting;

(b) the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be a person or persons or (in the case of a Member being a corporation) its duly authorized representative together holding or representing by proxy not less than one third of the total votes attached to all issued and outstanding shares of the class;

(c) every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and

(d) any holder of shares of the class present in person or by proxy or authorised representative may demand a poll.

11.                           The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further shares ranking pari passu therewith.

SHARES

12.           (1)           Subject to the Act, and where applicable, the rules and regulations of the Designated Stock Exchange, and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount to their nominal value. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by the Act. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series.

(2)           Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares or ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions of the Memorandum and Articles of Association.

(3)           The Board may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company on such terms as it may from time to time determine.

13.                           The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Act. Subject to the Act, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.

14.                           Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by law) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

15.                           Subject to the Act and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

SHARE CERTIFICATES

16.                           Every share certificate shall be issued under the Seal or a facsimile thereof or with the Seal printed thereon and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.

17.           (1)           In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.

(2)           Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.

18.                           The Company is not obliged to issue a share certificate to a Member unless the Member requests it in writing from the Company. Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines.

19.                           Share certificates shall be issued within the relevant time limit as prescribed by the Act or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgement of a transfer with the Company. Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.

20.           (1)           Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate may be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (2) of this Article 20. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance may be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.

(2)           The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee.

21.                           If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as the Board may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Board has determined that the original has been destroyed.

LIEN

22.                           The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually become due or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article 22.

23.                           Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.

24.                           The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

CALLS ON SHARES

25.                           Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no Member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

26.                           A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payable either in one lump sum or by instalments.

27.                           A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments due in respect thereof or other moneys due in respect thereof.

28.                           If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of such interest in whole or in part.

29.                           No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.

30.                           On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

31.                           Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.

32.                           On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

33.                           The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one (1) month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.

FORFEITURE OF SHARES

34.           (1)           If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days’ Notice:

(a) requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and

(b) stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited.

(2)           If the requirements of any such Notice are not complied with, any share in respect of which such Notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the forfeiture.

35.                           When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.

36.                           The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture will include surrender.

37.                           Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines.

38.                           A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with (if the Board shall in its discretion so requires) interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board shall determine. The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article 38 any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

39.                           A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

40.                           Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.

41.                           The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon.

42.                           The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

REGISTER OF MEMBERS

43.           (1)           The Company shall keep in one or more books a Register of its Members and shall enter therein the following particulars, that is to say:

(a) the name and address of each Member, the number and class of shares held by him and the amount paid or agreed to be considered as paid on such shares;

(b) the date on which each person was entered in the Register; and

(c) the date on which any person ceased to be a Member.

(2)           The Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may make and vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.

44.                           The Register and branch register of Members, as the case may be, shall be open to inspection for such times and on such days as the Board shall determine by Members without charge or by any other person, upon a maximum payment of $2.50 or such other sum specified by the Board, at the Office or Registration Office or such other place at which the Register is kept in accordance with the Act. The Register including any overseas or local or other branch register of Members may, after compliance with any notice requirements of the Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed for inspection at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.

RECORD DATES

45.                           For the purpose of determining the Members entitled to notice of or to vote at any general meeting, or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of Members, which date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action.

If the Board does not fix a record date for any general meeting, the record date for determining the Members entitled to a notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with these Articles notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date for determining the Members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

A determination of the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

TRANSFER OF SHARES

46.           (1)           Subject to these Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or a central depository house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.

(2)           Notwithstanding the provisions of subparagraph (1) above, for so long as any shares are listed on the Designated Stock Exchange, titles to such listed shares may be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the Designated Stock Exchange that are or shall be applicable to such listed shares. The register of members of the Company in respect of its listed shares (whether the Register or a branch register) may be kept by recording the particulars required by Section 40 of the Act in a form otherwise than legible if such recording otherwise complies with the laws applicable to and the rules and regulations of the Designated Stock Exchange that are or shall be applicable to such listed shares.

47.                           The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to Article 46, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

48.           (1)           The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien.

(2)           The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the event of any such transfer, the shareholder requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.

(3)           Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Act.

49.                           Without limiting the generality of the Article 48, the Board may decline to recognise any instrument of transfer unless:-

(a) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;

(b) the instrument of transfer is in respect of only one class of share;

(c) the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Act or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and

(d) if applicable, the instrument of transfer is duly and properly stamped.

50.                           If the Board refuses to register a transfer of any share, it shall, within two months after the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal.

51.                           The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the Designated Stock Exchange, be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine. The period of thirty (30) days may be extended for a further period or periods not exceeding thirty (30) days in respect of any year if approved by the Members by ordinary resolution.

TRANSMISSION OF SHARES

52.                           If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares; but nothing in this Article 52 will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him.

53.                           Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon such evidence as to his title being produced as may be required by the Board, elect either to become the holder of the share or to have some person nominated by him registered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the Registration Office or the Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer of the share in favour of that person. The provisions of these Articles relating to the transfer and registration of transfers of shares shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by such Member.

54.                           A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 76(2) being met, such a person may vote at meetings.

UNTRACEABLE MEMBERS

55.           (1)           Without prejudice to the rights of the Company under paragraph (2) of this Article 55, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

(2)           The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless:

(a) all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles have remained uncashed;

(b) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

(c) the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of, the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

For the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) of this Article 55 and ending at the expiry of the period referred to in that paragraph.

(3)           To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article 55 shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

GENERAL MEETINGS

56.                           The Company shall, if required by the Statute or the rules and regulations of the Designated Stock Exchange, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. An annual general meeting of the Company shall be held at such time and place as may be determined by the Board.

57.                           Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. All general meetings (including an annual general meeting, any adjourned general meeting or postponed meeting) may be held as a physical meeting at such times and in any part of the world and at one or more locations as provided in Article 65A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board in its absolute discretion.

58.                           Subject to the Articles and the Act, proposals of business to be considered and voted on by Members at a general meeting may be submitted only (i) by or under the direction of the Board or a duly authorized committee thereof or (ii) by any one or more Members holding not less than one-third of all votes attached to the total issued and paid-up share capital of the Company.

59.                           A majority of the Board or the chairperson of the Board may call extraordinary general meetings, which extraordinary general meetings shall be held at such times and locations (as permitted hereby) as such person or persons shall determine. Any one or more Members holding not less than one-third of all votes attached to the total issued and paid-up share capital of the Company at the date of deposit of the requisition shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business or resolution specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

NOTICE OF GENERAL MEETINGS

60.           (1)           An annual general meeting and any extraordinary general meeting may be called by not less than ten (10) clear days’ Notice but a general meeting may be called by shorter notice, subject to the Act, if it is so agreed:

(a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

(b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares giving that right.

(2)           The notice shall specify (a) the time and place of the meeting, (b) save for an electronic meeting, the place of the meeting and if there is more than one meeting location as determined by the Board pursuant to Article 65A, the principal place of the meeting (the “Principal Meeting Place”), (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the Notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) in case of special business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors.

61.                           The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the Notice) to send such instrument of proxy to, or the non-receipt of such Notice or such instrument of proxy by, any person entitled to receive such Notice shall not invalidate any resolution passed or the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

62.           (1)           All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted at an annual general meeting, with the exception of:

(a) the declaration and sanctioning of dividends;

(b) consideration and adoption of the accounts and balance sheet and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet; and

(c) the election of Directors.

(2)           No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. At any general meeting of the Company, one or more Member(s) entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing not less than one-third of the total votes attached to all issued and outstanding shares of the Company throughout the meeting shall form a quorum for all purposes.

63.                           If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and (where applicable) same place(s) or to such time and (where applicable) such place(s) and in such form and manner referred to in Article 57 as the Board may absolutely determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.

64.           (1)           The chairman of the Board shall preside as chairman at every general meeting. If at any meeting the chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or by its duly authorised representative or by proxy and entitled to vote shall elect one of their number to be chairman.

(2)           If the chairman of a general meeting is participating in the general meeting using an electronic facility or facilities and becomes unable to participate in the general meeting using such electronic facility or facilities, another person (determined in accordance with Article 64(1) above) shall preside as chairman of the meeting unless and until the original chairman of the meeting is able to participate in the general meeting using the electronic facility or facilities.

65.                           The chairman may adjourn the meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting), but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.

65A.        (1)           The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (“Meeting Location(s)”) determined by the Board at its absolute discretion. Any Member or any proxy attending and participating in such way or any Member or proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

(2)           All general meetings are subject to the following and, where appropriate, all references to a “Member” or “Members” in this sub-paragraph (2) shall include a proxy or proxies respectively:

(a) where a Member is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

(b) Members present in person or by proxy at a Meeting Location and/or Members attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Members at all Meeting Locations and Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;

(c) where Members attend a meeting by being present at one of the Meeting Locations and/or where Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more Members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting.

(d) if any of the Meeting Locations is not in the same jurisdiction as the Principal Meeting Place and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of Notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging proxies shall be as stated in the Notice for the meeting.

65B.                        The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.

65C.                         If it appears to the chairman of the general meeting that:

(a) the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 65A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the Notice of the meeting; or

(b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or

(c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or

(d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

then, without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

65D.                        The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.

65E.                         If, after the sending of Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Members. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:

(a) when a meeting is so postponed, the Company shall endeavour to post a Notice of such postponement on the Company’s website as soon as practicable (provided that failure to post such a Notice shall not affect the automatic postponement of a meeting);

(b) when only the form of the meeting or electronic facilities specified in the Notice are changed, the Board shall notify the Members of details of such change in such manner as the Board may determine;

(c) when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 65, unless already specified in the original Notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the Members of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Articles not less than 48 hours before the time of the postponed meeting; and

(d) Notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original Notice of general meeting circulated to the Members.

65F.                        All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 65C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

65G.                        Without prejudice to other provisions in Article 65, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

66.                           If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

VOTING

67.           Holders of ordinary shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a show of hands every Member present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have one vote and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Member which is a clearing house or a central depository house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided by way of a poll save that in the case of a physical meeting, the chairman of the meeting may decide that a vote be on a show of hands unless voting by way of a poll is required by the rules and regulations of the Designated Stock Exchange or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

(a) by at least three Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

(b) by a Member or Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and representing not less than one tenth of the total voting rights of all Members having the right to vote at the meeting; or

(c) by a Member or Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine.

68.                           Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution.

69.                           If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules and regulations of the Designated Stock Exchange.

70.                           A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner (including the use of ballot or voting papers or tickets) and either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll not taken immediately.

71.                           The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

72.                           On a poll votes may be given either personally or by proxy.

73.                           A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

74.                           All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles, by the Act or the rules and regulations of the Designated Stock Exchange. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

75.                           Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article 75 be deemed joint holders thereof.

76.           (1)           A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or postponed meeting, or poll, as the case may be.

(2)           Any person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting or postponed meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

77.                           No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

78.                           If:

(a) any objection shall be raised to the qualification of any voter; or

(b) any votes have been counted which ought not to have been counted or which might have been rejected; or

(c) any votes are not counted which ought to have been counted;

the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

PROXIES

79.                           Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

80.                           The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

81.           (1)           The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address provided in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information.

(2)           The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) , or if the Company has provided an electronic address in accordance with the preceding paragraph, shall be received at the electronic address specified, not less than forty-eight (48) hours before the time appointed for holding the meeting, the postponed meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting at the meeting convened and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

82.                           Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment or postponement of the meeting as for the meeting to which it relates. The Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under these Articles has not been received in accordance with the requirements of these Articles. Subject to aforesaid, if the proxy appointment and any of the information required under these Articles is not received in the manner set out in these Articles, the appointee shall not be entitled to vote in respect of the shares in question.

83.                           A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting, the postponed meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.

84.                           Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed.

CORPORATIONS ACTING BY REPRESENTATIVES

85.           (1)           Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat.

(2)           If a clearing house (or its nominee(s)) or a central depository entity (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article 85 shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house or a central depository entity (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house or a central depository entity (or its nominee(s)) including the right to vote individually on a show of hands.

(3)           Any reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative authorised under the provisions of this Article.

NO ACTION BY WRITTEN RESOLUTIONS OF MEMBERS

86.                           Any action required or permitted to be taken at any annual or extraordinary general meetings of the Company may be taken only upon the vote of the Members at an annual or extraordinary general meeting duly noticed and convened in accordance with these Articles and the Act and may not be taken by written resolution of Members without a meeting.

BOARD OF DIRECTORS

87.           (1)           The number of Directors shall be up to eleven (11). The Board has the power to increase or reduce the number of Directors constituting the Board from time to time. For so long as the shares remain listed on the Designated Stock Exchange, the Board shall include an appropriate number of Independent Directors as mandated by applicable laws, rules, regulations, or the Designated Stock Exchange, unless the Board resolves to adopt any available exceptions or exemptions. The Directors shall be elected or appointed in accordance with this Article 87 and shall remain in office until the expiration of their term or until their successors are duly elected or appointed pursuant to the Articles.

(2)           Subject to paragraphs (5) and (6) below, the Directors shall have the power, from time to time and at any time, to appoint any individual as a Director that is not an ANTA or Anamered Investments Inc. (“Anamered”) nominated Director under Article 87(3) and Article 87(4) to fill a casual vacancy on the Board subject to the Company’s compliance with director nomination procedures required under the rules and regulations of the Designated Stock Exchange as long as shares are listed on the Designated Stock Exchange, unless the Board resolves to follow any available exceptions or exemptions.

(3)           For so long as ANTA and its Affiliates collectively hold (i) at least 30% of the issued and outstanding shares of the Company, ANTA shall have the right to nominate to the Board for election or re-election by the shareholders a total of five (5) candidates to serve as Directors, at every meeting of the Members where Directors are nominated to stand for election by the Members of the Company, (ii) at least 25% (but less than 30%) of the issued and outstanding shares of the Company, ANTA shall have the right to nominate to the Board for election or re-election by the shareholders a total of four (4) candidates to serve as Directors, at every meeting of the Members where Directors are nominated to stand for election by the Members of the Company, (iii) at least 20% (but less than 25%) of the issued and outstanding shares of the Company, ANTA shall have the right to nominate to the Board for election or re-election by the shareholders a total of three (3) candidates to serve as Directors, at every meeting of the Members where Directors are nominated to stand for election by the Members of the Company, (iv) at least 15% (but less than 20%) of the issued and outstanding shares of the Company, ANTA shall have the right to nominate to the Board for election or re-election by the shareholders a total of two (2) candidates to serve as Directors, at every meeting of the Members where Directors are nominated to stand for election by the Members of the Company, and (v) at least 10% (but less than 15%) of the issued and outstanding shares of the Company, ANTA shall have the right to nominate to the Board for election or re-election by the shareholders a total of one (1) candidate to serve as a Director, at every meeting of the Members where Directors are nominated to stand for election by the Members of the Company. At the time ANTA and its Affiliates collectively hold less than 10% of the issued and outstanding shares of the Company, ANTA shall no longer have the right to nominate to the Board for election or re-election by the shareholders any candidates to serve as Directors.

(4)           For so long as Anamered and its Affiliates collectively hold at least 10% of the issued and outstanding shares of the Company, Anamered shall have the right to nominate to the Board for election or re-election by the shareholders one (1) candidate to serve as Director, at every meeting of the Members where Directors are nominated to stand for election by the Members of the Company.

(5)           In the event that any Director nominated by ANTA ceases to serve for any reason, ANTA shall be entitled to designate and nominate such Director’s successor in accordance with the Articles and the Board shall promptly fill the vacancy with such successor.

(6)          In the event that any Director nominated by Anamered ceases to serve for any reason, Anamered shall be entitled to designate and nominate such Director’s successor in accordance with the Articles and the Board shall promptly fill the vacancy with such successor.

(7)           No Director shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.

(8)           A Director may be removed from office only for cause as in the manner specified in the Articles, except as otherwise required by applicable law.

87A.        Without prejudice to Article 87, upon expiry of the term of office of Directors in accordance with Article 88(1), the Members shall elect Directors in accordance with the following rules and procedures:

(1)           Each Member shall have one vote for each share held by him.

(2)           Each Member shall exercise all of his voting rights to elect the persons nominated for Directors under Article 87(3), Article 87(4) and Article 87(5), one at a time.

(3)           The Directors shall be elected by a plurality of the votes cast by the Members meaning the persons receiving the highest votes shall be elected as Directors in respective order for the number of Directors which should be elected at such election. In case of tie votes causing the number of person elected to be in excess of the number of Directors as specified to be elected at such meeting, the chairman of the meeting shall have a casting vote.

TERM OF OFFICE OF DIRECTORS

88.           (1)           The Directors shall be divided into three (3) classes, designated as Class I, Class II and Class III. Each class shall consist, as nearly as may be practicable, of one-third (1/3) of the total number of Directors constituting the entire Board. Subject to Article 87(3) and Article 87(4), each Director shall serve for a term ending on the date of the third (3^rd) annual general meeting next following the annual general meeting at which such Director was elected; provided that Directors initially designated by the Board as Class I Directors shall serve for a term ending on the date of the 2025 annual general meeting, Directors initially designated by the Board as Class II Directors shall serve for a term ending on the 2026 annual general meeting, and Directors initially designated by the Board as Class III Directors shall serve for a term ending on the date of the 2027 annual general meeting. Notwithstanding the foregoing, each Director shall hold office until the annual general meeting at which his or her term expires, upon which the Director may offer himself or herself for re-election by the Members, and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal from office. At each annual general meeting, the successors of the members of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the third succeeding annual general meeting following the annual general meeting at which such Director was elected. There shall be no cumulative voting in the election of Directors.

(2)           The Board is authorized to assign members of the Board already in office to their respective classes at the time such classification becomes effective. In the event of any change in the number of Directors, the Board shall apportion any newly created directorships among, or reduce the number of directorships in, such class or classes as shall equalize, as nearly as possible, the number of Directors in each class. In no event will a decrease in the number of Directors shorten the term of any incumbent Director.

DISQUALIFICATION OF DIRECTORS

89.                           The office of a Director shall be vacated if the Director:

(1)           resigns his office by notice in writing delivered to the Company at the Office or tendered at a meeting of the Board;

(2) becomes of unsound mind or dies;

(3)           without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that his office be vacated;

(4)           becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

(5) is prohibited by law from being a Director; or

(6)           ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles.

EXECUTIVE DIRECTORS

90.                           The Board may from time to time appoint any one or more of its body to be a managing director, joint managing director or deputy managing director or to hold any other employment or executive office with the Company for such period (subject to their continuance as Directors) and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director. A Director appointed to an office under this Article 90 shall be subject to the same provisions as to removal as the other Directors of the Company, and he shall (subject to the provisions of any contract between him and the Company) ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.

91.                           Notwithstanding Articles 96, 97, 98 and 99, an executive director appointed to an office under Article 90 hereof shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise or by all or any of those modes) and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time determine, and either in addition to or in lieu of his remuneration as a Director.

ALTERNATE DIRECTORS

92.                           Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.

93.                           An alternate Director shall only be a Director for the purposes of the Act and shall only be subject to the provisions of the Act insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct.

94.                           Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). If his appointor is for the time being not available or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor.

95.                           An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director.

DIRECTORS’ FEES AND EXPENSES

96.                           The Directors shall receive such remuneration as the Board may from time to time determine.

97.                           Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

98.                           Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

99.                           The Board shall determine any payment to any Director or past Director of the Company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled).

DIRECTORS’ INTERESTS

100.                         A Director may:

(a) hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Article;

(b) act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director;

(c) continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Articles the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.

Notwithstanding the foregoing, no Independent Director shall without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an Independent Director.

101.                         Subject to the Act and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 102 herein. Any such transaction that would reasonably be likely to affect a Director’s status as an Independent Director, or that would constitute a “related party transaction” as defined by the rules and regulations of the Designated Stock Exchange or under applicable laws, shall require the approval of the Audit Committee.

102.                         A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by a Director to the effect that:

(a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with that company or firm; or

(b) he is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with a specified person who is connected with him;

shall be deemed to be a sufficient declaration of interest under this Article 102 in relation to any such contract or arrangement, provided that no such Notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

103.                         Following a declaration being made pursuant to the last preceding two Articles, subject to any separate requirement for Audit Committee approval under applicable law or the rules and regulations of the Designated Stock Exchange, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum at such meeting.

GENERAL POWERS OF THE DIRECTORS

104.         (1)           The business of the Company shall be managed and conducted by the Board, which may pay all expenses incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise) which are not by the Statutes or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to the provisions of the Statutes and of these Articles and to such regulations being not inconsistent with such provisions, as may be prescribed by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if such regulations had not been made. The general powers given by this Article 104 shall not be limited or restricted by any special authority or power given to the Board by any other Article.

(2)           Any person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contract or agreement or deed, document or instrument entered into or executed as the case may be by any one Director on behalf of the Company and the same shall be deemed to be validly entered into or executed by the Company as the case may be and shall, subject to any rule of law, be binding on the Company.

(3)           Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:

(a) to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed;

(b) to give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration;

(c) to create or issue, or authorize the creation and issuance of, shares of any series of preferred shares on terms deemed appropriate by the Directors;

(d) to issue or authorize the issuance of additional shares of the Company’s shares within the maximum number of shares that the Company is authorized to issue;

(e) to resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the Act.

105.                         The Board may establish any regional or local boards or agencies for managing any of the affairs of the Company in any place, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration (either by way of salary or by commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes) and pay the working expenses of any staff employed by them upon the business of the Company. The Board may delegate to any regional or local board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any of them to fill any vacancies therein and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no person dealing in good faith and without notice of any such revocation or variation shall be affected thereby.

106.                         The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company, execute any deed or instrument under their personal seal with the same effect as the affixation of the Company’s Seal.

107.                         The Board may entrust to and confer upon a managing director, joint managing director, deputy managing director, an executive director or any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

108.                         All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

109.         (1)         The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company’s moneys to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of such person.

(2)           The Board may pay, enter into agreements to pay or make grants of revocable or irrevocable pensions or other benefits to employees and ex-employees and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding paragraph. Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation of or upon or at any time after his actual retirement, and may be subject or not subject to any terms or conditions as the Board may determine.

BORROWING POWERS

110.                         The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Act, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

111.                         Debentures, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

112.                         Any debentures, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

113.         (1)         Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge.

(2)           The Board shall cause a proper register to be kept, in accordance with the provisions of the Act, of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Act in regard to the registration of charges and debentures therein specified and otherwise.

PROCEEDINGS OF THE DIRECTORS

114.                         The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote.

115.                         A meeting of the Board may be convened by the Secretary on request of two (2) Directors. The Secretary shall convene a meeting of the Board of which notice may be given in writing or by telephone or by electronic means to an electronic address from time to time notified to the Company by such Director or (if the recipient consents to it being made available on a website) by making it available on a website or in such other manner as the Board may from time to time determine whenever he shall be required so to do by the president or chairman, as the case may be, or any Director.

116.         (1)           The quorum necessary for the transaction of the business of the Board shall be a majority of the Directors then in office, including (i) for so long as ANTA and its Affiliates collectively hold at least 25% (but less than 30%) of the issued and outstanding shares of the Company, at least three (3) ANTA nominated Directors, (ii) for so long as ANTA and its Affiliates collectively hold at least 20% (but less than 25%) of the issued and outstanding shares of the Company, at least two (2) ANTA nominated Directors, and (iii) for so long as ANTA and its Affiliates collectively hold at least 15% (but less than 20%) of the issued and outstanding shares of the Company, at least one (1) ANTA nominated Director. An alternate Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate provided that he shall not be counted more than once for the purpose of determining whether or not a quorum is present.

(2)           Directors may participate in any meeting of the Board by means of a conference, telephone, electronic or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.

(3)           Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

117.                         The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles as the quorum, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company but not for any other purpose.

118.                         The chairman of the Board shall be the chairman of all meetings of the Board. If the chairman of the Board is not present at any meeting within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

119.                         A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.

120.         (1)         The Board may delegate any of its powers, authorities and discretions to committees (including, without limitation, the Audit Committee), consisting of such Director or Directors and other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Board.

(2)           All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, but not otherwise, shall have like force and effect as if done by the Board, and the Board (or if the Board delegates such power, the committee) shall have power to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.

121.                         The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board under the last preceding Article, indicating, without limitation, any committee charter adopted by the Board for purposes or in respect of any such committee.

122.                         A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. A notification of consent to such resolution given by a Director in writing to the Board by any means (including by means of electronic communication) shall be deemed to be his/her signature to such resolution in writing for the purpose of this Article 122. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors and for this purpose a facsimile signature of a Director shall be treated as valid.

123.                         All acts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee.

AUDIT COMMITTEE

124.                         Without prejudice to the freedom of the Directors to establish any other committees, for so long as the shares of the Company (or depositary receipts therefor, if applicable) are listed or quoted on the Designated Stock Exchange, the Board shall establish and maintain an Audit Committee as a committee of the Board, the composition and responsibilities of which shall comply with the rules and regulations of the Designated Stock Exchange and the rules and regulations of the SEC.

125.                         The Board shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis.

126.                         For so long as the shares of the Company (or depositary receipts therefor, if applicable) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilize the Audit Committee for the review and approval of potential conflicts of interest and such related party transactions in accordance with the audit committee charter.

OFFICERS

127.         (1)           The officers of the Company shall consist of the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Act and these Articles. In addition to the officers of the Company, the Board may also from time to time determine and appoint managers and delegate to the same such powers and duties as are prescribed by the Board.

(2)           The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a chairman and if more than one Director is proposed for this office, the election to such office shall take place in such manner as the Directors may determine.

(3)           The officers shall receive such remuneration as the Directors may from time to time determine.

128.         (1)           The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought fit, two or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.

(2)           The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Act or these Articles or as may be prescribed by the Board.

129.                         The officers of the Company shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Directors from time to time.

130.                         A provision of the Act or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

REGISTER OF DIRECTORS AND OFFICERS

131.                         The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Act or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Act.

MINUTES

132.         (1)           The Board shall cause minutes to be duly entered in books provided for the purpose:

(a) of all elections and appointments of officers;

(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

(c) of all resolutions and proceedings of each general meeting of the Members, meetings of the Board and meetings of committees of the Board and where there are managers, of all proceedings of meetings of the managers.

(2) Minutes shall be kept by the Secretary at the Office.

SEAL

133.           (1)           The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of the word “Securities” on its face or in such other form as the Board may approve. The Board shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by one Director or by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every instrument executed in manner provided by this Article 133 shall be deemed to be sealed and executed with the authority of the Board previously given.

(2)           Where the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be the duly authorised agent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such other Seal as aforesaid.

AUTHENTICATION OF DOCUMENTS

134.                         Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

DESTRUCTION OF DOCUMENTS

135.         (1)           The Company shall be entitled to destroy the following documents at the following times:

(a) any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation;

(b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by the Company;

(c) any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of registration;

(d) any allotment letters after the expiry of seven (7) years from the date of issue thereof; and

(e) copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed;

and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any such documents so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that: (1) the foregoing provisions of this Article 135 shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim; (2) nothing contained in this Article 135 shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references in this Article 135 to the destruction of any document include references to its disposal in any manner.

(2)           Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article 135 and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article 135 shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.

DIVIDENDS AND OTHER PAYMENTS

136.                         Subject to the Act, the Board may from time to time declare dividends in any currency to be paid to the Members.

137.                         Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. The Board may also declare and pay dividends out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Act.

138.                         Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:

(a) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article 138 as paid up on the share; and

(b) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

139.                         The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Company and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights and may also pay any fixed dividend which is payable on any shares of the Company half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment.

140.                         The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

141.                         No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.

142.                         Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.

143.                         All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

144.                         Whenever the Board has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such appointment shall be effective and binding on the Members. The Board may resolve that no such assets shall be made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

145.         (1)           Whenever the Board has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve either:

(a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the Members entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in cash in lieu of such allotment. In such case, the following provisions shall apply:

(i) the basis of any such allotment shall be determined by the Board;

(ii) the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

(iv) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or

(b) that the Members entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit. In such case, the following provisions shall apply:

(i) the basis of any such allotment shall be determined by the Board;

(ii) the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

(iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis.

(2) (a) The shares allotted pursuant to the provisions of paragraph (1) of this Article 145 shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph (2) of this Article 145 in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of this Article 145 shall rank for participation in such distribution, bonus or rights.

(b) The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (1) of this Article 145, with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Board may authorise any person to enter into on behalf of all Members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.

(3)           The Board may determine and resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1) of this Article 145 a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

(4)           The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article 145 shall not be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

(5)           Any resolution declaring a dividend on shares of any class by the Board, may specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article 145 shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members.

RESERVES

146.         (1)           The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the Act. The Company shall at all times comply with the provisions of the Act in relation to the share premium account.

(2)           Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute.

CAPITALISATION

147.                         The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the basis that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article 146, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.

148.                         The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution and in particular may issue certificates in respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members.

SUBSCRIPTION RIGHTS RESERVE

149.                         The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Act:

(1)           If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions of the conditions of the warrants, would reduce the subscription price to below the par value of a share, then the following provisions shall apply:

(a)           as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Article 149) maintain in accordance with the provisions of this Article 149 a reserve (the “Subscription Rights Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (c) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Rights Reserve in paying up such additional shares in full as and when the same are allotted;

(b) the Subscription Rights Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account) have been extinguished and will then only be used to make good losses of the Company if and so far as is required by law;

(c) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:

(i) the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and

(ii) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par and immediately upon such exercise so much of the sum standing to the credit of the Subscription Rights Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholders; and

(d) if, upon the exercise of the subscription rights represented by any warrant, the amount standing to the credit of the Subscription Rights Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, share premium account) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. Pending such payment and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.

(2)           Shares allotted pursuant to the provisions of this Article 149 shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph (1) of this Article, no fraction of any share shall be allotted on exercise of the subscription rights.

(3)           The provision of this Article 149 as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of any warrantholder or class of warrantholders under this Article 149 without the sanction of a special resolution of such warrantholders or class of warrantholders.

(4)           A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

ACCOUNTING RECORDS

150.                         The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Act or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.

151.                         The accounting records shall be kept at the Office or, at such other place or places as the Board decides and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorised by the Board or the Company in general meeting.

152.                         Subject to Article 153, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least ten (10) days before the date of the general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article 152 shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

153.                         Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules and regulations of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 152 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summarised financial statements derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

154.                         The requirement to send to a person referred to in Article 152 the documents referred to in that article or a summary financial report in accordance with Article 153 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules and regulations of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Article 152 and, if applicable, a summary financial report complying with Article 153, by placing it on the Company’s website or in any other manner (including by sending any form of electronic communication) permitted by Article 161.

AUDIT

155.                         Subject to applicable law and rules and regulations of the Designated Stock Exchange, the Board shall appoint an Auditor to audit the accounts of the Company and such Auditor shall hold office until removed from office by a resolution of the Directors. Such Auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor.

156.                         Subject to the Act the accounts of the Company shall be audited at least once in every year.

157.                         The remuneration of the Auditor shall be determine by the Audit Committee or, in the absence of such Audit Committee, by the Board.

158.                         The Board may remove the Auditor at any time before the expiration of his term of office and may by resolution appoint another Auditor in his stead.

159.                         The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and he may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.

160.                         The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Audit Committee. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditor should disclose this fact and name such country or jurisdiction.

NOTICES

161.                         Any Notice or document, whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and any such Notice and document may be served or delivered by the Company on or to any Member either (i) personally or (ii) by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or (iii) by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or electronic address or website supplied by him to the Company for the giving of Notice or documents to him or which the person transmitting the notice or document reasonably and bona fide believes at the relevant time will result in the Notice or document being duly received by the Member or (iv) may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or (v) to the extent permitted by all applicable Statutes, rules and regulations, including, without limitation, the rules and regulations of the Designated Stock Exchange, by placing it on the Company’s website. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

162.                         Any Notice or other document:

(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice placed on the Company’s website is deemed given by the Company to a Member on the day it is placed;

(c) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission or publication; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission or publication shall be conclusive evidence thereof; and

(d) may be given to a Member in the English language or such other language as may be approved by the Directors, subject to due compliance with all applicable Statutes, rules and regulations.

163.         (1)           Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the Notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

(2)           A Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

(3)           Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every Notice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share.

(4)           Every Member or a person who is entitled to receive notice from the Company under the provisions of the Statutes or these Articles may register with the Company an electronic address to which notices can be served upon him.

SIGNATURES

164.                           For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director in the terms in which it is received. The signature to any notice or document to be given by the Company may be written, printed or made electronically.

WINDING UP

165.         (1)           Subject to Article 165(2), the Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

(2)           Unless otherwise provided by the Act, a resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.

166.         (1)           Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, a nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.

(2)           If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Act, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

INDEMNITY

167.         (1)           Every Director (including for the purposes of this Article 167 any alternate Director appointed pursuant to the provisions of these Articles), Secretary, or other officer for the time being and from time to time of the Company (but not including the Auditor) and the personal representatives of the same (each an "Indemnified Person") shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, proceeding, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, wilful default or fraud, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.

(2)           Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company; PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud, wilful default or dishonesty which may attach to such Director.

FINANCIAL YEAR

168.                         Unless otherwise determined by the Directors, the financial year of the Company shall end on the 31st of December in each year.

AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION AND NAME OF COMPANY

169.                         No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the Memorandum of Association or to change the name of the Company.

INFORMATION

170.                         Without prejudice to any contractual rights conferred on any person or persons, no Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.

EXCLUSIVE FORUM

171.                         Unless the Company consents in writing to the selection of an alternative forum, the Grand Court of the Cayman Islands shall be the exclusive forum for (i) any derivative action or proceeding brought on the Company’s behalf, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of the Company’s directors, officers or other employees to it or any other person, (iii) any action or proceeding arising pursuant to, or seeking to enforce, any right, obligation or remedy under any provision of the Companies Act, these Memorandum of Association, or any other provision of applicable law other than as described in Article 171, (iv) any action or proceeding seeking to interpret, apply, enforce or determine the validity of these Memorandum of Association or (v) any action or proceeding as to which the Companies Act confers jurisdiction on the Grand Court of the Cayman Islands. The preceding sentence of this Article 171 shall not apply to claims arising under the Securities Act of 1933, as amended, the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, the Exchange Act or other federal securities laws. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions of this Article 171. Without prejudice to the foregoing, if the provision in this Article 171 is held to be illegal, invalid or unenforceable under applicable law, the legality, validity or enforceability of the rest of these Articles shall not be affected and this Article 171 shall be interpreted and construed to the maximum extent possible to apply in the relevant jurisdiction with whatever modification or deletion may be necessary so as best to give effect to the intention of the Company.

EX-10.1

 

Exhibit 10.1

 

Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Regulation S-K, Item 601(b) because the registrant has determined that the omitted information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

EXECUTION VERSION

 

BUSINESS COOPERATION AGREEMENT

 

by and between

 

ANTA SPORTS PRODUCTS LIMITED

and

 

AMER SPORTS, INC.

 

Dated as of            , 2024

 

 

 

 

TABLE OF CONTENTS
		Page
Article I
Definitions
Section 1.01.	Certain Definitions	1
Article II
Representations and Warranties
Section 2.01.	Certain Representations and Warranties	2
Article III
Board Governance
Section 3.01.	Board Composition	3
Section 3.02.	ANTA Nomination Right	3
Section 3.03.	Board Cooperation	4
Article IV
Financial Disclosure Covenants and Information Rights
Section 4.01.	Preparation of Financial and Other Disclosures	4
Section 4.02.	Additional Information Rights	5
Section 4.03.	Cooperation on ANTA Public Filings	6
Section 4.04.	Auditors and Audits	6
Section 4.05.	Termination.	7
Article V
Term
Section 5.01.	Termination	7
Article VI
Governing Law and Dispute Resolution
Section 6.01.	Governing Law.	7
Section 6.02.	Dispute Resolution	8
Article VII
Confidentiality
Section 7.01.	Confidentiality.	8
Article VIII
Notice
Section 8.01.	Notice	10
Section 8.02.	Change of Address and Delivery of Notice	11

 

 

 

 

Article IX
Additional Terms
Section 9.01.	Related Party and/or Connected Transactions	11
Section 9.02.	Costs and Expenses.	11
Section 9.03.	Amendments	11
Section 9.04.	Injunctions	11
Section 9.05.	Severability	11
Section 9.06.	Third-Party Benefits.	11
Section 9.07.	Assignment	12
Section 9.08.	Headings	12
Section 9.09.	Counterparts	12
Section 9.10.	Entire Agreement	12

 

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BUSINESS COOPERATION AGREEMENT

 

THIS BUSINESS COOPERATION AGREEMENT, dated as of            , 2024, is by and between ANTA SPORTS PRODUCTS LIMITED, an exempted company with limited liability in the Cayman Islands (“ANTA”) and AMER SPORTS, INC., an exempted company with limited liability in the Cayman Islands (the “Amer”).

 

R E C I T A L S

 

WHEREAS, Amer proposes to issue certain ordinary shares, par value EUR [·] per ordinary share (the “Shares”) in an initial public offering (the “IPO”) pursuant to a registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended;

 

WHEREAS, ANTA is a publicly traded company on the Hong Kong Stock Exchange (the “HKEx”) that is subject to ongoing disclosure and reporting requirements under the listing rules of the HKEx;

 

WHEREAS, upon the completion of the IPO, (i) Amer will become a publicly traded company on the New York Stock Exchange that is subject to ongoing disclosure and reporting requirements under the rules and regulations of the SEC and (ii) ANTA will remain as the largest shareholder of Amer, and will continue to account for its interests in Amer as an equity investment using the equity method in its consolidated financial statements under the applicable financial reporting standards; and

 

WHEREAS, both ANTA and Amer desire to continue to cooperate closely with each other in various aspects of their businesses and in connection with their respective compliance with the applicable disclosure and reporting requirements and therefore desire to enter into this Agreement to set forth their agreements regarding the relationships between ANTA and Amer (including their respective affiliates) following the completion of the IPO.

 

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the parties, intending to be legally bound, hereby agree as follows:

 

Article I
Definitions

 

Section 1.01.      Certain Definitions. For the purposes of this Agreement the following terms shall have the following meanings:

 

“Agreement” means this Business Cooperation Agreement, as may be amended and restated by the parties from time to time.

 

“Amer” has the meaning set forth in the preamble hereto.

 

“Amer Auditors” has the meaning set forth in Section 4.04‎(a).

 

“Amer Board” has the meaning set forth in ‎Section 3.01.

 

“Amer Financial Statements” has the meaning set forth in ‎ Section 4.01(b).

 

“Amer Public Documents” has the meaning set forth in Section 4.02‎(a).

 

“ANTA” has the meaning set forth in the preamble hereto.

 

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“ANTA Auditors” has the meaning set forth in Section 4.04‎(b).

 

“ANTA Financial Statements” means annual results announcements, annual reports, interim results announcements and interim report, announcements and/or reports on quarterly financial or operational results or performance (if applicable), any announcement(s) and/or other publication supplemental to such results announcement or report of ANTA, as applicable.

 

“ANTA Public Filings” has the meaning set forth in ‎Section 4.03.

 

“ANTA Transaction” has the meaning set forth in ‎‎Section 7.01(f).

 

“Applicable Period” has the meaning set forth in ‎Section 4.01.

 

“Disclosing Party” has the meaning set forth in ‎Section ‎7.01(a).

 

“Financial Reporting Timeline” means ANTA’s periodic financial and operational results reporting timeline, as in effect as of the completion of the IPO and as may be modified by ANTA thereafter (with notices to Amer), for the provision of consolidated financial information and financial statements to be included or otherwise needed for the preparation of the ANTA Financial Statements and/or the ANTA Public Filings or the management of ANTA’s investment, budgeting, business and operations.

 

“HKEx” has the meaning set forth in the recitals.

 

“IPO” has the meaning set forth in the recitals.

 

“Post-IPO Articles” has the meaning set forth in ‎Section 3.01.

 

“Receiving Party” has the meaning set forth in ‎Section ‎7.01(a).

 

“SEC” has the meaning set forth in the recitals.

 

Article II
Representations and Warranties

 

Section 2.01.      Certain Representations and Warranties. Each party represents and warrants to the other party that:

 

(a) it is a limited liability company lawfully incorporated and validly existing under the laws of the Cayman Islands, having independent legal person status;

 

(b) it has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may be an independent party to a lawsuit;

 

(c) it has full internal corporate power and authorization to execute, deliver and perform this Agreement and all other related documents;

 

(d) this Agreement is lawfully and duly executed and delivered by it; this Agreement constitutes its lawful and binding obligations, enforceable against it according to the terms of this Agreement; and

 

(e) its execution, delivery and performance of this Agreement do not (i) violate its articles of association or any other constitutional documents applicable to it, (ii) conflict with any agreement or contract or other document to which it is a party or its property is subject, or (iii) violate or conflict with any applicable law.

 

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Article III
Board Governance

 

Section 3.01.      Board Composition. Subject to the amended and restated memorandum and articles of association of Amer, which is expected to become effective immediately prior to the completion of the IPO (the “Post-IPO Articles”), the board of directors of Amer (the “Amer Board”) shall consist of eleven (11) directors upon the completion of the IPO.

 

Section 3.02.      ANTA Nomination Right. Following the IPO and prior to the termination of this Agreement, at any meeting of the shareholders of Amer at which members of the Amer Board are to be elected or re-elected, or whenever any vacancy on the Amer Board is to be filled by the action of the Amer Board, for so long as ANTA and its affiliates collectively hold:

 

(a) at least 30% of the issued and outstanding shares of Amer, ANTA shall have the right to nominate for election or re-election by the shareholders or the right to appoint to the Amer Board to fill in any vacancy at that time, as the case may be and subject to the reasonable acceptance by the nominating and corporate governance committee, a total of five (5) individuals, to serve as directors of Amer pursuant to the requirements of the Post-IPO Articles;

 

(b) at least 25% of the issued and outstanding shares of Amer, ANTA shall have the right to nominate for election or re-election by the shareholders or the right to appoint to the Amer Board to fill in any vacancy at that time, as the case may be and subject to the reasonable acceptance by the nominating and corporate governance committee, a total of four (4) individuals, to serve as directors of Amer pursuant to the requirements of the Post-IPO Articles;

 

(c) at least 20% of the issued and outstanding shares of Amer, ANTA shall have the right to nominate for election or re-election by the shareholders or the right to appoint to the Amer Board to fill in any vacancy at that time, as the case may be and subject to the reasonable acceptance by the nominating and corporate governance committee, a total of three (3) individuals, to serve as directors of Amer pursuant to the requirements of the Post-IPO Articles;

 

(d) at least 15% of the issued and outstanding shares of Amer, ANTA shall have the right to nominate for election or re-election by the shareholders or the right to appoint to the Amer Board to fill in any vacancy at that time, as the case may be and subject to the reasonable acceptance by the nominating and corporate governance committee, a total of two (2) individuals, to serve as directors of Amer pursuant to the requirements of the Post-IPO Articles; and

 

(e) at least 10% of the issued and outstanding shares of Amer, ANTA shall have the right to nominate for election or re-election by the shareholders or the right to appoint to the Amer Board to fill in any vacancy at that time, as the case may be and subject to the reasonable acceptance by the nominating and corporate governance committee, a total of one (1) individual, to serve as a director of Amer pursuant to the requirements of the Post-IPO Articles.

 

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At the time ANTA and its affiliates collectively hold less than 10% of the issued and outstanding shares of Amer, ANTA shall no longer have the right to nominate for election or re-election by the shareholders any candidates to serve as director(s) of Amer.

 

Section 3.03.      Board Cooperation. For so long as ANTA has the right to designate one or more director nominees under Section 3.02, Amer shall: (a) nominate for election and include in any management information circular or other documents relating to the election of directors (or submit to the shareholders of Amer by written consent if applicable) each individual designated as director nominee of ANTA; (b) solicit votes from the shareholders of Amer in favor of the election of the director nominees of ANTA in a manner no less favorable than the manner in which the Company solicits votes in favor of the election of other director nominees at any such meeting; and (c) take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of ANTA under Section 3.02.

 

Article IV
Financial Disclosure Covenants and Information Rights

 

Section 4.01.      Preparation of Financial and Other Disclosures. Amer agrees that, for so long as ANTA (i) is required to continue to account for its investment in Amer under the equity method of accounting or (ii) later becomes required to consolidate the results of operations of Amer (in each case, as determined in accordance with the applicable accounting standards adopted by ANTA) (the “Applicable Period”):

 

(a) Amer will maintain (i) a fiscal year that commences and ends on the same calendar days as ANTA’s fiscal year commences and ends, and (ii) monthly and quarterly accounting periods that commence and end on the same calendar days as ANTA’s monthly and quarterly accounting periods commence and end.

 

(b) For each annual and quarterly accounting period of ANTA upon and after completion of the IPO, and (upon requests by ANTA) any accounting period as specified by ANTA, Amer shall deliver to ANTA drafts of (i) the consolidated financial statements of Amer (and notes thereto, if available) for such periods and, in the case of each quarterly period, for the period from the beginning of the current fiscal year of ANTA to the end of such quarter, setting forth in each case in comparative form for each such fiscal year or quarter of ANTA the consolidated figures (and notes thereto, if available) for the corresponding year or quarter, as applicable, and other periods of the previous fiscal year of ANTA, in reasonable detail and prepared in accordance with the applicable accounting standards, and (ii) a substantially finalized draft discussion and analysis by management of Amer’s financial condition and results of operations for such fiscal period of ANTA, including, without limitation, an explanation of any material period-to-period change and any off-balance sheet transactions, substantially in the form to be included in Amer’s quarterly earnings release and annual reports (save for changes as may reasonably be considered necessary by Amer arising out of the preparation of such discussion and analysis for such fiscal period of ANTA). The information and materials set forth in (i) and (ii) above are referred to in this Agreement collectively as the “Amer Financial Statements”. Upon request of ANTA, Amer shall prepare and provide the Amer Financial Statements for each annual and quarterly accounting period of ANTA or any accounting period as specified by ANTA upon and after completion of the IPO in adherence to the ANTA Financial Reporting Timeline. In addition, Amer shall deliver to ANTA, within a reasonable period prior to its own filings or furnishing with the SEC, the final form of the applicable financial statements and/or management discussion and analysis of Amer; provided, however, that Amer may continue to revise such financial statements and/or management discussion and analysis prior to the filing thereof in order to make corrections, updates and changes which corrections and changes will be furnished by Amer to ANTA as soon as practicable; and provided, further, that ANTA’s and Amer’s representatives shall actively consult with each other regarding any changes (whether or not substantive) which Amer may consider making to its financial statements and/or management discussion and analysis and related disclosures prior to any anticipated filing with the SEC, to the extent that any changes that would have an effect upon ANTA’s financial statements and/or related disclosures.

 

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(c) Without limiting Amer’s obligations pursuant to this ‎Section 4.01, Amer will deliver to ANTA, from time to time and not later than the date specified by ANTA, any financial and operational information and data with respect to Amer and its business, properties, financial position, results of operations and prospects (in addition to the Amer Financial Statements) as is reasonably requested by ANTA.

 

(d) Amer will file its annual reports on Form 20-F and any interim financials on Form 6-K in accordance with the timing requirements of the SEC and in all events prior to the time at which ANTA files its annual results and/or any interim results (as notified by ANTA to Amer) containing Amer’s financial and other information and data with respect to its business, properties, financial position, results of operations and prospects.

 

Section 4.02.      Additional Information Rights. During the Applicable Period and without limiting any of the rights and obligations of the parties pursuant to ‎Section 4.01, Amer shall provide ANTA with access to the following information:

 

(a) as soon as practicable upon ANTA’s written requests, (i) substantially final drafts, as soon as they are prepared, of (x) all reports, notices and proxy and information statements to be sent or made available to its security holders, (y) all periodic and other reports to be filed or furnished under Sections 13 and 15 of the Exchange Act (including reports on Forms 20-F and 6-K), and (z) all registration statements and prospectuses to be filed by Amer with the SEC or any securities exchange (collectively, the documents identified in clauses (x), (y) and (z) are referred to in this Agreement as “Amer Public Documents”); and (ii) as soon as practicable, current drafts of all such Amer Public Documents and, with respect to Form 6-Ks, as soon as practicable; provided, however, that Amer may continue to revise such Amer Public Documents prior to the filing thereof in order to make corrections, updates and changes which corrections, updates and changes will be furnished by Amer to ANTA as soon as practicable; provided, further, that ANTA’s and Amer’s representatives will actively consult with each other regarding any changes which Amer may consider making to any of its Amer Public Documents and related disclosures prior to any anticipated filing with the SEC, to the extent that any changes which would have an effect upon the ANTA Financial Statements or related disclosures;

 

(b) as soon as practicable upon ANTA’s written requests, copies of all annual and interim budgets and financial projections (consistent in terms of format and detail mutually agreed upon by the parties) relating to Amer on a consolidated basis (including access to the management of Amer to discuss such budgets and projections); and

 

(c) on a monthly basis, (i) Amer’s consolidated monthly management accounts and other related financial information and data of Amer for such period in such format as ANTA shall reasonably request, and (ii) a discussion and analysis by management of Amer’s financial condition and results of operations for such period, including, without limitation, an explanation of any material period-to-period change.

 

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Section 4.03.      Cooperation on ANTA Public Filings. During the Applicable Period, Amer will cooperate (including causing the Amer Auditors to cooperate) with ANTA in the preparation of ANTA’s annual reports, interim reports, circulars, announcements and notices and any other filings or correspondences made by ANTA with the HKEx, or otherwise made publicly available (collectively, the “ANTA Public Filings”). Amer agrees to provide to ANTA all information that ANTA reasonably requests in connection with any ANTA Public Filings or that, in the reasonable judgment of ANTA, is required to be disclosed therein under any law, rule or regulation. Amer will use best efforts to provide such information in a timely manner on the dates requested by ANTA (which may be earlier than the dates on which Amer otherwise would be required hereunder to have such information available) to enable ANTA to prepare, print and release all ANTA Public Filings on such dates as ANTA may reasonably determine but in no event later than as required by applicable law. Amer will use its best efforts to cause the Amer Auditors and other advisors retained by Amer to consent to any reference to them as experts in any ANTA Public Filings required under any law, rule or regulation. If and to the extent requested by ANTA, Amer will diligently and promptly review all drafts of such portions of ANTA Public Filings pertaining to Amer. Prior to the release or filing thereof, ANTA agrees and undertakes to provide Amer with a draft of any portion of any ANTA Public Filing containing information relating to Amer and will give Amer an opportunity to review such information and comment thereon. Unless required by law, rule or regulation, Amer will not publicly release any financial or other information which conflicts with the information with respect to Amer or its business that is included in any ANTA Public Filing that was previously provided to Amer, without ANTA’s prior written consent.

 

Section 4.04.      Auditors and Audits. During the Applicable Period (provided that Amer’s obligations pursuant to this Article 4 shall continue beyond the Applicable Period to the extent any amendments to, or restatements or modifications of, any ANTA Public Filings are necessary with respect to the Applicable Period):

 

(a) Subject to applicable laws and regulations, Amer shall not select an accounting firm other than a “Big 4” accounting firm or its affiliate accounting firms (unless so directed by ANTA in accordance with a change by ANTA in its accounting firm) to serve as its independent certified public accountants (the “Amer Auditors”).

 

(b) Amer shall use its best efforts to (i) enable Amer Auditors to complete their audit or review such that they will date their opinion on the applicable Amer Financial Statements or other financial statements of Amer on or before the same date that ANTA’s independent certified public accountants (the “ANTA Auditors”) date their opinion for audit or review on the corresponding ANTA Financial Statements, (ii) cause Amer Auditors to follow the instructions provided by ANTA Auditors for the purpose of audit or review on the ANTA Financial Statements, and (iii) enable ANTA to meet its timetable for the printing, filing and public dissemination of any ANTA Financial Statements, all in accordance with ‎Section 4.01 hereof and as required by applicable Law.

 

(c) Without limiting the generality of the foregoing, Amer will provide all required financial information to the Amer Auditors in a sufficient and reasonable time and in sufficient detail to permit the Amer Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to the ANTA Auditors with respect to information to be included or contained in the ANTA Financial Statements, if applicable.

 

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(d) To the extent it is required by the applicable accounting standards and disclosure rules and regulations applicable to ANTA, Amer will authorize Amer Auditors to make available to the ANTA Auditors both the personnel who performed, or are performing, the annual audit and quarterly reviews of Amer and work papers related to the annual audit and quarterly reviews of Amer, in all cases within a reasonable time prior to Amer Auditors’ opinion date, so that the ANTA Auditors are able to perform the procedures they consider necessary to take responsibility for the work of Amer Auditors as it relates to the ANTA Auditors’ report on ANTA’s statements, all within sufficient time to enable ANTA to meet its timetable for the printing, filing and public dissemination of the ANTA Financial Statements.

 

(e) To the extent it is required by the applicable accounting standards and disclosure rules and regulations applicable to ANTA, upon the request of ANTA, Amer will provide the ANTA Auditors with access to the books and records of Amer so that ANTA may conduct reasonable audits relating to the financial statements provided by Amer under this Agreement as well as relating to the internal accounting controls and operations of Amer, including in the event ANTA determines in good faith that there may be some inaccuracy in any financial statements of Amer provided to ANTA pursuant to this Agreement or any deficiency in the internal accounting controls or operations of Amer that could materially impact the ANTA Financial Statements.

 

(f) Amer shall not, without ANTA’s prior written consent, make, or cause to be made, any modification or change to the accounting practices or principles of Amer as in effect upon completion of the IPO; provided that Amer shall make any changes in its accounting practices or principles that are requested by ANTA in order for Amer’s accounting practices and principles to be consistent with those of ANTA.

 

(g) Amer shall report in reasonable detail to ANTA of certain material events promptly after Amer becomes aware of such matter, including material audit deficiencies, illegal acts or reports of material violations of law.

 

Section 4.05.      Termination. This Article IV, and the rights and obligations set forth hereunder, shall terminate on the date on which ANTA ceases consolidating the results of operations and financial position of Amer, or accounting for its interests in Amer as an equity investment using the equity method in its consolidated financial statements under the applicable financial reporting standards, as the case may be.

 

Article V
Term

 

Section 5.01.      Termination. Except as otherwise agreed in this Agreement, this Agreement shall be effective upon the completion of the IPO and shall continue in full force and effect until the date on which the parties hereto mutually agree in writing to terminate this Agreement. Notwithstanding the foregoing sentence, any breach of any of the terms of this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentence, and shall continue to be in full force and effect to the extent thereof for the applicable statute of limitations.

 

Article VI
Governing Law and Dispute Resolution

 

Section 6.01.      Governing Law. The execution, interpretation, construction, performance and enforcement of this Agreement and the resolution of dispute(s) arising out of this Agreement shall be governed by and construed in accordance with the laws of the State of New York, the United States, without regard to principles of conflict of laws thereunder.

 

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Section 6.02.      Dispute Resolution. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it (“Dispute”) which arises between the parties shall first be negotiated between appropriate senior executives of each party who shall have the authority to resolve the matter. Such executives shall meet to attempt in good faith to negotiate a resolution of the Dispute prior to pursuing other available remedies, within ten (10) calendar days of receipt by a party of written notice of a Dispute, which date of receipt shall be referred to herein as the “Dispute Resolution Commencement Date.” Discussions and correspondence relating to trying to resolve such Dispute shall be conducted on a without prejudice basis, treated as confidential information, shall be exempt from discovery or production, and shall not be admissible in any subsequent proceeding between the parties.

 

(a) If the senior executives are unable to resolve the Dispute within thirty (30) calendar days from the Dispute Resolution Commencement Date, the parties shall submit the Dispute to the boards of directors of ANTA and Amer. Representatives of each board of directors shall meet as soon as practicable to attempt in good faith to negotiate a resolution of the Dispute.

 

(b) If the representatives of the two boards of directors are unable to resolve the Dispute within sixty (60) calendar days from the Dispute Resolution Commencement Date, such Dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force at the time when the notice of arbitration is submitted. The law of this Section 6.02(b) shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The arbitration shall be conducted by three (3) arbitrators including one (1) arbitrator appointed by each party to the Dispute and the remaining arbitrator appointed jointly by the other two (2) arbitrators. The arbitration proceedings shall be conducted in English. The arbitral award shall be final and binding on the parties to the Dispute. The arbitration fees (including reasonable attorney’s fees) shall be borne by the losing party.

 

(c) Unless otherwise agreed in writing, the parties will continue to honor all other commitments under this Agreement during the course of dispute resolution with respect to all matters not subject to such Dispute, controversy or claim.

 

Article VII
Confidentiality

 

Section 7.01.      Confidentiality.

 

(a) Subject to subsection (b) to this ‎Section 7.01, each of ANTA and Amer (each, a “Receiving Party”), on behalf of itself and its affiliates, agree (x) to hold, and to cause its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives to hold in strict confidence, with at least the same degree of care that applies to its own confidential and proprietary information, all information furnished pursuant to this Agreement (the “Information”) by any party hereto or its respective affiliates (such party, the “Disclosing Party”) to any Receiving Party or that is otherwise accessible to, in the possession of, or furnished to the Receiving Party’s respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement or otherwise and (y) not to use any such Information for any purpose other than in accordance with this Agreement, including for the purpose of trading or dealing in any securities of Amer or ANTA, except, in each case, to the extent that such Information (A) is or becomes part of the public domain through no breach of this Agreement by the Receiving Party or its respective affiliates, directors, officers, employees, agents, accountants, counsel and other advisors and representatives, (B) was independently developed following the IPO by employees or agents of the Receiving Party or its respective affiliates, directors, officers, employees, agents, accountants, counsel and other advisors and representatives who have not accessed or otherwise received the applicable information (provided that such independent development can be demonstrated by competent, contemporaneous written records of the Receiving Party or its affiliates), or (C) becomes available to the Receiving Party or its affiliates following the IPO on a non-confidential basis from a third party who is not bound directly or indirectly by a duty of confidentiality to the Disclosing Party.

 

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(b) Both parties agree that in its receipt and examination of the Information, it may have access to material non-public information concerning the Disclosing Party. The Receiving Party hereby acknowledges that it is fully aware and will comply with the applicable requirements in the United States, Hong Kong and other applicable jurisdictions that prohibit any person who has received from an issuer material non-public information relating to an issuer of securities from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

 

(c) In the event that the Receiving Party or any of its affiliates either determines on the advice of its counsel that it is required to disclose any Information pursuant to applicable law (including the rules and regulations of the SEC, any national securities exchange in the United States, and the HKEx) or receives any request or demand from any governmental authority to disclose or provide any Information, such party shall notify the other party prior to disclosing or providing such Information and shall cooperate at the expense of such other party in seeking any reasonable protective arrangements (including by seeking confidential treatment of such Information) requested by such other party. Subject to the foregoing, the person that received such a request or determined that it is required to disclose information may thereafter disclose or provide information to the extent required by such law (as so advised by counsel) or requested or required by such governmental authority; provided, however, that such person provides the other party, to the extent legally permissible, upon request with a copy of the Information so disclosed. For the avoidance of doubt, the parties acknowledge and consent that this Agreement shall be filed with the SEC as an exhibit to Amer’s registration statement on Form F-1 in connection with its IPO and its future annual reports on Form 20-F and a description of the key terms of this Agreement will be included in such registration statement and annual reports of Amer.

 

(d) Upon the written request of a party, the other party shall promptly destroy any copies of such Information (including any extracts therefrom) specifically identified by the requesting party to be destroyed. Upon the written request of such requesting party, the other party shall cause one of its duly authorized officers to certify in writing to such requesting party that the requirements of the preceding sentence have been satisfied in full.

 

(e) To the extent that any Information includes materials or other information that may be subject to attorney-client privilege, work product doctrine or any other applicable privilege or doctrine, the parties acknowledge that they have a commonality of interest with respect to such matters, and agree that it is the parties’ mutual desire, intention and understanding that the sharing of such Information is not intended to, and shall not, affect the confidentiality of any of such Information or waive or diminish the continued protection of any of such Information under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine. Accordingly, all Information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain entitled to protection thereunder and shall be entitled to protection under the joint defense doctrine, and the parties agree to take all commercially reasonable measures to preserve, to the fullest extent possible, the applicability of all such privileges and doctrines.

 

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(f) Notwithstanding the foregoing, no provision of this Agreement, including this ‎Section 7.01, shall be interpreted or construed to in any manner limit or restrict the ability of ANTA to disclose any Information concerning Amer or its business, including Information in ANTA’s possession or which ANTA is entitled to receive or have access to pursuant to the terms of this Agreement, to any third party in connection with (i) any potential transaction between ANTA and such third party with respect to ANTA’s equity ownership of Amer (whether structured as a merger, sale or transfer of equity securities, sale of assets or otherwise) or (ii) a potential transaction with respect to ANTA and such third party (whether structured as a merger, sale or transfer of equity securities, sale of assets or otherwise) (any such transaction described in ‎(i) or ‎(ii), an “ANTA Transaction”), or to use such Information described herein in connection with any ANTA Transaction, in each case subject to a customary confidentiality agreement between ANTA or Amer and such third party in respect of such ANTA Transaction.

 

Article VIII
Notice

 

Section 8.01.      Notice. All notices requests and other communications required to be given by either party to the other party (the “Notice”) under this Agreement shall be in writing and delivered to the address specified below of relevant party by personal delivery, courier service, prepaid registered mail, facsimile transmission or e-mail:

 

To ANTA:

 

Attention: Waiyu Suen
Address: 16/F, Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Kowloon, Hong Kong SAR
E-mail: [***]

 

Attention: Kin Chung Tse
Address: 16/F, Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Kowloon, Hong Kong SAR
E-mail: [***]

 

To Amer:

 

Attention: Andrew Page
Address: Konepajankuja 6, P.O. Box 1000, FI-00511, Helsinki, Finland
E-mail: [***]

 

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Attention: Jutta Karlsson
Address: Konepajankuja 6, P.O. Box 1000, FI-00511, Helsinki, Finland
E-mail: [***]

 

Section 8.02.      Change of Address and Delivery of Notice. Either party may change its address for communication by giving a Notice to the other party in accordance with this clause. Any Notice given under this Agreement shall be deemed delivered (i) on the date of actual delivery if by person; (ii) at the end of the fourth (4^th) calendar day after deposit with post office or a courier if by prepaid registered mail or courier service; (iii) on the date of transmission if by facsimile, provided that a report confirming completion of transmission, fax number of the recipient, number of pages and time of transmission must be received by the delivering Party; (iv) once the e-mail is delivered to the recipient’s server if delivered by e-mail.

 

Article IX
Additional Terms

 

Section 9.01.      Related Party and/or Connected Transactions. When dealing with the other party which constitutes a related party or connected person to each party, as the case may be, under the applicable rules and regulations of the SEC and the HKEx, each party agrees to comply with its internal policies and procedures governing related party transactions and/or connected transactions, as well as the applicable rules and regulations of the SEC, any applicable national exchange in the United States, and the HKEx. In the event of any conflict that arises from each party’s obligations to comply with such requirements, the parties shall discuss to resolve such conflict in good faith.

 

Section 9.02.      Costs and Expenses. Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement. Each party shall be responsible for all taxes payable by it under applicable laws incurred from the execution, performance and consummation of transactions as contemplated hereby.

 

Section 9.03.      Amendments. This Agreement may not be amended except by an instrument in writing executed by a duly authorized representative of each party.

 

Section 9.04.      Injunctions. The parties hereto agree that irreparable damage would occur if any provisions of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

 

Section 9.05.      Severability. If any term of this Agreement is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.

 

Section 9.06.      Third-Party Benefits. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and permitted assignees, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

 

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Section 9.07.      Assignment. No party may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other party, and any such assignment shall be void; provided, however, that each party may assign this Agreement to an affiliate.

 

Section 9.08.      Headings. The headings contained in this Agreement and in the table of contents to this Agreement are for reference purposes only and shall not in any way limit or affect the meaning or interpretation of any of the terms in this Agreement.

 

Section 9.09.      Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means will be effective as delivery of a manually executed counterpart of this Agreement.

 

Section 9.10.      Entire Agreement. Unless expressly provided otherwise with respect to the rights and obligations of the parties under Article III, this Agreement, upon effectiveness, constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements and understandings, in oral or writing, between the parties with respect to the subject matter hereof.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

 

	ANTA SPORTS PRODUCTS LIMITED
	By:
		Name:
		Title:

 

	AMER SPORTS, INC.
	By:
		Name:
		Title:

 

[Signature Page to Business Cooperation Agreement]

 

 

 

EX-10.2

Exhibit 10.2

Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Regulation S-K, Item 601(b) because the registrant has determined that the omitted information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

This BOARD NOMINATION AGREEMENT, dated as of [       ], 2024 (this “Agreement”), is made by and between Amer Sports, Inc., a Cayman Islands exempted company (the “Company”) and Anamered Investments Inc., company that exists under the laws of the British Virgin Islands (“Shareholder”).

WHEREAS, the Company is contemplating an initial public offering (an “IPO”); and

WHEREAS, the Shareholder, together with its affiliates, expects to remain a significant shareholder of the Company following the Closing; and

WHEREAS, in connection with the closing of the IPO (the “Closing”), the Company and Shareholder have agreed that, following the Closing, the Shareholder shall have certain nomination rights for directors on the Board, subject to the occurrence and effectiveness of the Closing and the terms and conditions hereof; and

NOW, THEREFORE, in consideration of the foregoing, the Company and the Shareholder hereby agree as follows:

1.             Board Nomination Right. Following the Closing and prior to the termination of this Agreement, at any meeting of the shareholders of the Company at which members of the Board are to be elected or re-elected, or whenever any vacancy on the Board is to be filled by the action of the Board, for so long as the Shareholder and its affiliates collectively hold at least 10% of the issued and outstanding shares of the Company, the Shareholder shall have the right to nominate for election or re-election by the shareholders or the right to appoint to the Board to fill in any vacancy at that time, as the case may be and subject to the reasonable acceptance by the nomination and corporate governance committee, a total of one (1) individual, to serve as director of the Company.

At the time the Shareholder and its affiliates collectively hold less than 10% of the issued and outstanding shares of the Company, the Shareholder shall no longer have the right to nominate for election or re-election by the shareholders any candidates to serve as director of the Company.

2.             Cooperation by Company. For so long as the Shareholder has the right to nominate a director under Section ‎4, the Company shall:

(a)             nominate for election and include in any management information circular or other documents relating to the election of directors (or submit to the shareholders of the Company by written consent, if applicable) each individual nominated by the Shareholder;

(b)             solicit votes from the shareholders of the Company in favor of the election of such nominees in a manner no less favorable than the manner in which the Company solicits votes in favor of the election of other nominees at any such meeting; and

(c)             take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of the Shareholder under Section ‎1.

3.             Governing Law; Venue for Disputes. This Agreement shall be governed in all respects by the laws of the State of Delaware (without giving effect to principles of conflicts of laws which would lead to the application of the laws of another jurisdiction). Each of the parties hereto consents to the non-exclusive jurisdiction of the federal courts whose districts encompass any part of the District of Delaware or the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court), with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions.

4.             Notices. All notices and communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, except, in each case, if an undelivered message is received by the sender; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance this Section ‎6).

If to the Company, to:

Amer Sports, Inc.
Konepajankuja 6

00511 Helsinki

Finland
Attention: Jutta Karlsson, General Counsel

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attention: Michael Kaplan, Roshni Banker Cariello

If to Shareholder, to:

Anamered Investments Inc.

600-21 Water Street

Vancouver, BC V6B 1A1
Attention: Jason Gaede [***]

with a copy to:

Jon McCullough [***]

and

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, CA 94394

Attention: William Brentani [***], Heidi Mayon [***]

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5.             Entire Agreement. This Agreement constitutes the complete and exclusive statement regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. Shareholder’s rights under this Agreement are personal and cannot be transferred or assigned except with the prior written consent of the Company. Any such assignment in violation hereof shall be deemed null and void.

6.             Term. The provisions of Section ‎1 hereof shall terminate and be of no further force or effect pursuant to Section ‎1(f) hereof. Notwithstanding the provisions of this Section 6, the provisions of Sections 3, ‎4, ‎5, ‎7 and this Section 6‎ shall survive any termination or expiration of this Agreement.

7.             Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the undersigned have hereby executed this Agreement as of the date first above written.

AMER SPORTS, INC.
By:
	Name:
	Title:

SHAREHOLDER

Anamered Investments Inc.

By:
	Name:
	Title:

EX-10.3

Exhibit 10.3

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), made and entered into as of the ____ day of ______, 20__, by and between ___________, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”) and _________ (“Indemnitee”).

W I T N E S S E T H:

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-listed companies and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself.

WHEREAS, the articles of association of the Company (the “Articles”) provide that the Company shall indemnify all directors and officers of the Company in the manner set forth therein.

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons.

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future.

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Articles so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

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WHEREAS, this Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

WHEREAS, Indemnitee does not regard the protection available under the Articles and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director of the Company without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Article 1
Certain Definitions

(a) As used in this Agreement:

“Change of Control” means any one of the following circumstances occurring after the date hereof: (i) there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) under the Exchange Act, regardless of whether the Company is then subject to such reporting requirement; (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) shall have become, without prior approval of the Company’s Board by approval of at least a majority of the Continuing Directors, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then issued and outstanding voting securities (provided that, for purposes of this clause (ii), the term “person” shall exclude (x) the Company, (y) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (z) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company); (iii) there occurs a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining issued and outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity issued and outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; (iv) all or substantially all the assets of the Company are sold or disposed of in a transaction or series of related transactions; (v) the approval by the shareholders of the Company of a liquidation of the Company or the Company enters into an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or (vi) the Continuing Directors cease for any reason to constitute at least a majority of the members of the Board.

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“Continuing Director” means (i) each director on the Board on the date hereof or (ii) any new director whose election or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then still in office who were directors on the date hereof or whose election or nomination was so approved.

“Corporate Status” means the status of a person who is or was a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent of the Company or of any other Enterprise.

“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

“Enterprise” means the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expenses” means all direct and indirect costs (including attorneys’ fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses) reasonably incurred in connection with (i) prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or (ii) establishing or enforcing a right to indemnification under this Agreement, the Articles , applicable law or otherwise. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. For the avoidance of doubt, Expenses, however, shall not include any Liabilities.

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“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither currently is, nor in the five years previous to its selection or appointment has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

“Liabilities” means any losses or liabilities, including any judgments, fines, excise taxes and penalties, penalties and amounts paid in settlement, arising out of or in connection with any Proceeding (including all interest, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, excise taxes and penalties, penalties or amounts paid in settlement).

“Proceeding” means any threatened, pending or completed action, derivative action, suit, claim, counterclaim, cross claim, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil (including intentional and unintentional tort claims), criminal, administrative or investigative, including any appeal therefrom, and whether instituted by or on behalf of the Company or any other party, or any inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit or other proceeding hereinabove listed in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of any Corporate Status of Indemnitee, or by reason of any action taken (or failure to act) by him or her or of any action (or failure to act) on his or her part while serving in any Corporate Status.

(b)            For the purposes of this Agreement:

References to “Company” shall include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that if Indemnitee is or was a director, officer, employee, or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, then Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

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Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Reference to “including” shall mean “including, without limitation,” regardless of whether the words “without limitation” actually appear, references to the words “herein,” “hereof” and “hereunder” and other words of similar import shall refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection or other subdivision.

Article 1
Services By Indemnitee

Section 2.01. Services By Indemnitee. Indemnitee hereby agrees to serve or continue to serve as a director or executive officer of the Company, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed.

Article 1
Indemnification

Section 3.01. General. (a) The Company hereby agrees to and shall indemnify Indemnitee and hold Indemnitee harmless from and against any and all Expenses and Liabilities, in either case, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, to the fullest extent permitted by applicable law and the Articles. The Company’s indemnification obligations set forth in this Section 3.01 shall apply (i) in respect of Indemnitee’s past, present and future service in any Corporate Status and (ii) regardless of whether Indemnitee is serving in any Corporate Status at the time any such Expense or Liability is incurred, other than by reason of such person’s dishonesty, willful default or fraud.

For purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(i)            to the fullest extent permitted by any provision of the laws of the Cayman Islands, or the corresponding provision of any successor statute, and

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(ii)            to the fullest extent authorized or permitted by any amendments to or replacements of the laws of the Cayman Islands adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

(b) Witness Expenses. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection therewith.

(c) Expenses as a Party Where Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law and the Articles, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 3.02. Exclusions. Notwithstanding any provision of this Agreement and unless Indemnitee ultimately is successful on the merits with respect to any such claim, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a)            for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or

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(b)            except as otherwise provided in Sections 6.01(e), prior to a Change of Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee (other than any cross claim or counterclaim asserted by the Indemnitee), including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Article 4
Advancement Of Expenses; Defense of Claims

Section 4.01. Advances. Notwithstanding any provision of this Agreement to the contrary, the Company shall advance any Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by the Company of each statement requesting such advance from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay such amounts and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.

Section 4.02. Repayment of Advances or Other Expenses. Indemnitee agrees that Indemnitee shall reimburse the Company for all Expenses advanced by the Company pursuant to ‎Section 4.01, in the event and only to the extent that it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.

Section 4.03. Defense of Claims. The Company shall be entitled to assume the defense of any Proceeding with counsel consented to by Indemnitee (such consent not to be unreasonably withheld) upon the delivery by the Company to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, consent to such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to such Proceeding; provided that (i) Indemnitee shall have the right to employ separate counsel in respect of any Proceeding at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company or (B) Indemnitee shall have reasonably concluded upon the advice of counsel that there is a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding, then in each such case the fees and expenses of Indemnitee’s counsel shall be at the Company’s expense. The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent, such consent not to be unreasonably withheld. Indemnitee shall not settle any action, claim or Proceeding (in whole or in part) without the Company’s prior written consent, such consent not to be unreasonably withheld.

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Article 5
Procedures For Notification of and Determination of Entitlement To Indemnification

Section 5.01. Notification; Request For Indemnification. (a) As soon as reasonably practicable after receipt by Indemnitee of written notice that he is a party to or a participant (as a witness or otherwise) in any Proceeding or of any other matter in respect of which Indemnitee intends to seek indemnification or advancement of Expenses hereunder, Indemnitee shall provide to the Company written notice thereof, including the nature of and the facts underlying the Proceeding. The omission by Indemnitee to so notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise unless the Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as a result of such omission to so notify.

(b)            To obtain indemnification under this Agreement, Indemnitee shall deliver to the Company a written request for indemnification, including therewith such information as is reasonably available to Indemnitee and reasonably necessary to determine Indemnitee’s entitlement to indemnification hereunder. Such request(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Indemnitee’s entitlement to indemnification shall be determined according to Section 5.02 of this Agreement and applicable law.

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Section 5.02. Determination of Entitlement. (a) Where there has been a written request by Indemnitee for indemnification pursuant to ‎Section 5.01(b), then as soon as is reasonably practicable (but in any event not later than 60 days) after final disposition of the relevant Proceeding, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

(b)            If entitlement to indemnification is to be determined by Independent Counsel pursuant to ‎Section 5.02(a)(ii), such Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. If entitlement to indemnification is to be determined by Independent Counsel pursuant to ‎Section 5.02(a)(i)(C) (or if Indemnitee requests that such selection be made by the Board), such Independent Counsel shall be selected by the Company in which case the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within 20 days after the later of submission by Indemnitee of a written request for indemnification pursuant to ‎Section 5.01(b) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under ‎Section 5.02(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to ‎Section 6.01(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

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(c)            The Company agrees to pay the reasonable fees and expenses of any Independent Counsel serving under this Agreement.

Section 5.03. Presumptions and Burdens of Proof; Effect of Certain Proceedings. (a) In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with ‎Section 5.01(b) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of any person, persons or entity to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any person, persons or entity that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b)            If the person, persons or entity empowered or selected under ‎Section 5.02 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within the sixty (60) day period referred to in Section 5.02(a), the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

(c)            The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

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(d)            For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is in good faith reliance on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this ‎Section 5.03(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

(e)            The knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of any Enterprise shall not be imputed to Indemnitee for purposes of determining any right to indemnification under this Agreement.

Article 6
Remedies of Indemnitee

Section 6.01. Adjudication or Arbitration. (a) In the event of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification or advancement of Expenses (including where (i) a determination is made pursuant to ‎Section 5.02 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to ‎Section 4.01 of this Agreement, (iii) payment of indemnification pursuant to ‎Section 3.01 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification is timely made pursuant to Section 5.02 of this Agreement and no payment of indemnification is made within ten (10) days after entitlement is deemed to have been determined pursuant to Section 5.03(b)) or (v) a contribution payment is not made in a timely manner pursuant to Section 8.03 of this Agreement, then Indemnitee shall be entitled to an adjudication by a court of his or her entitlement to such indemnification, contribution or advancement. Alternatively, in such case, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

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(b)            In the event that a determination shall have been made pursuant to ‎Section 5.02(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this ‎Section 6.01 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this ‎Section 6.01 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to ‎Section 5.02(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this ‎Section 6.01, Indemnitee shall not be required to reimburse the Company for any advances pursuant to ‎Section 4.02 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(c)            If a determination shall have been made pursuant to ‎Section 5.02(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this ‎Section 6.01, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)            The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this ‎Section 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e)            The Company shall indemnify Indemnitee to the fullest extent permitted by law and the Articles against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) advance such Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee for (i) indemnification or advances of Expenses by the Company (or otherwise for the enforcement, interpretation or defense of his or her rights) under this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Articles now or hereafter in effect or (ii) recovery or advances under any directors’ and officers’ liability insurance policy maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, contribution, advancement or insurance recovery, as the case may be.

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Article 7
Directors’ and Officers’ Liability Insurance

Section 7.01. D&O Liability Insurance. The Company shall obtain and maintain a policy or policies of insurance (“D&O Liability Insurance”) with reputable insurance companies providing liability insurance for directors and executive officers of the Company in their capacities as such (and for any capacity in which any director or executive officer of the Company serves any other Enterprise at the request of the Company), in respect of acts or omissions occurring while serving in such capacity.

Section 7.02. Evidence of Coverage. Upon request by Indemnitee, the Company shall provide copies of all policies of D&O Liability Insurance obtained and maintained in accordance with Section 7.01 of this Agreement. The Company shall promptly notify Indemnitee of any changes in such insurance coverage.

Article 8
Miscellaneous

Section 8.01. Nonexclusivity of Rights. The rights of indemnification, contribution and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled to under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

Section 8.02. Insurance and Subrogation. (a) Indemnitee shall be covered by the Company’s D&O Liability Insurance in accordance with its or their terms to the maximum extent of the coverage available for any director or executive officer under such policy or policies. If, at the time the Company receives notice of a claim hereunder, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement.

(b)            Subject to ‎Section 8.04, in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action reasonably necessary to secure such rights, including execution of such documents as are reasonably necessary to enable the Company to bring suit to enforce such rights.

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(c)            Subject to ‎Section 8.04, the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder if and to the extent that Indemnitee has actually received such payment under any insurance policy or other indemnity provision.

(d)            The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, board of directors’ committee member, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise.

Section 8.03. Contribution. To the fullest extent permissible under applicable law and the Articles, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 8.04. Jointly Indemnifiable Claims. Given that certain jointly indemnifiable claims may arise due to the service of Indemnitee as a director and/or officer of the Company at the request of Indemnitee-related entities (as defined below), the Company acknowledges and agrees that the Company shall be fully and primarily responsible for payments to Indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery Indemnitee may have from Indemnitee-related entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by Indemnitee-related entities, and no right of advancement or recovery Indemnitee may have from Indemnitee-related entities shall reduce or otherwise alter the rights of Indemnitee or the obligations of the Company hereunder. In the event that any of Indemnitee-related entities shall make any payment to Indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, Indemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and Indemnitee agree that each of Indemnitee-related entities shall be third-party beneficiaries with respect to this Section 8.04 and entitled to enforce this Section 8.04 as though each such Indemnitee-related entity were a party to this Agreement.

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For purposes of this Section 8.04, the following terms shall have the following meanings:

(i)            The term “Indemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation (other than as a result of obligations under an insurance policy).

(ii)            The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which Indemnitee shall be entitled to indemnification or advancement of expenses from both the Company and any Indemnitee-related entity pursuant to the Companies Act of the Cayman Islands, any agreement or the certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or Indemnitee-related entities, as applicable.

Section 8.05. Amendment. This Agreement may not be modified or amended except by a written instrument executed by or on behalf of each of the parties hereto. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit, restrict or reduce any right of Indemnitee under this Agreement in respect of any act or omission, or any event occurring, prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, limits rights with respect to indemnification, contribution or advancement of Expenses, it is the intent of the parties hereto that the rights with respect to indemnification, contribution or advancement of Expenses in effect prior to such change shall remain in full force and effect to the extent permitted by applicable law.

Section 8.06. Waivers. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

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Section 8.07. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are superseded by this Agreement, provided that this Agreement is a supplement to and in furtherance of the Articles and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 8.08. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 8.09. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing (which may be by facsimile transmission). All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt. The address for notice to a party is as shown on the signature page of this Agreement, or such other address as any party shall have given by written notice to the other party as provided above.

Section 8.10. Binding Effect. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or executive officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or executive officer of the Company.

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(b)            This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and executors, administrators, personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all, or a substantial part of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(c)            The indemnification, contribution and advancement of Expenses provided by, or granted pursuant to this Agreement shall continue as to a person who has ceased to be a director or executive officer and shall inure to the benefit of the heirs, executors, administrators, legatees and assigns of such a person.

Section 8.11. Governing Law. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the Cayman Islands, without regard to its conflict of laws rules.

Section 8.12. Consent To Jurisdiction. Except with respect to any arbitration commenced by Indemnitee pursuant to ‎Section 6.01(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the courts of the Cayman Islands, (ii) consent to submit to the exclusive jurisdiction of the courts of the Cayman Islands for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the courts of the Cayman Islands, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the courts in the Cayman Islands has been brought in an improper or inconvenient forum.

Section 8.13. Headings. The Article and Section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

Section 8.14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 8.15. Use of Certain Terms. As used in this Agreement, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.

COMPANY
By:
	Name:
	Title:
Address: Facsimile: Attention: With a copy to: Address: Facsimile: Attention:

INDEMNITEE

Address:

Facsimile:

With a copy to:

Address:

Facsimile:

Attention:

EX-10.4

Exhibit 10.4 

Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Regulation S-K, Item 601(b) because the registrant has determined that the omitted information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

REGISTRATION RIGHTS AGREEMENT

TABLE OF CONTENTS

	PAGE
ARTICLE 1 DEFINITIONS
Section 1.01.  Defined Terms.	1
Section 1.02.  General Interpretive Principles	3
ARTICLE 2 REGISTRATION RIGHTS
Section 2.01.   Registration	4
Section 2.02.   Piggyback Registrations	7
Section 2.03.  Selection of Underwriter(s)	8
Section 2.04.  Registration Procedures	8
Section 2.05.  Holdback Agreements	12
Section 2.06.  Underwriting Agreement in Underwritten Offerings	12
Section 2.07.  Registration Expenses Paid By Company	12
Section 2.08.   Indemnification	12
Section 2.09.  Reporting Requirements; Rule 144	14
ARTICLE 3 MISCELLANEOUS
	15
Section 3.01.  Term	15
Section 3.02.  Notices	16
Section 3.03.  Successors, Assigns and Transferees	17
Section 3.04.  Governing Law; No Jury Trial	17
Section 3.05.  Specific Performance	17
Section 3.06.  Headings	17
Section 3.07.  Severability	17
Section 3.08.  Amendment; Waiver	17
Section 3.09.  Further Assurances	18
Section 3.10.  Counterparts	18

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of ___________, 2024 (this “Agreement”), is by and among Amer Sports, Inc., an exempted company established under the laws of the Cayman Islands (the “Company”), ANLLIAN Sports Products Limited, Baseball Investment Limited, Anamered Investments Inc. and Mount Jiuhua Investment Ltd. (each, a “Holder” and collectively, the “Holders”).

W I T N E S E T H:

WHEREAS, the Company is currently contemplating an underwritten initial public offering (“IPO”) of its Ordinary Shares (as defined below); and

WHEREAS, the Company desires to grant registration rights to the Holders on the terms and conditions set out in this Agreement;

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

Article 1
DEFINITIONS

Section 1.01.       Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Action” means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any federal, state, local, foreign or international arbitration or mediation tribunal.

“Affiliate” in respect of a Person, means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. For the avoidance of doubt, for the purpose of this Agreement, ANLLIAN Holdco (BVI) Limited, a company incorporated under the laws of the British Virgin Islands, is an Affiliate of ANLLIAN Sports Products Limited by virtue of the fact that they are under the common control of ANTA Sports Products Limited, a company incorporated under the laws of the Cayman Islands.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions are authorized or obligated by law to be closed in New York, New York or Hong Kong SAR.

“Company Notice” has the meaning set forth in Section 2.01(a).

“Demand Registration” has the meaning set forth in Section 2.01(a).

“Eligible Holders” has the meaning set forth in Section 2.01(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.

“FINRA” means the Financial Industry Regulatory Authority.

“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“Holder” has the meaning set forth in the preamble to this Agreement and shall include their successors, by merger, acquisition, reorganization or otherwise, any other person who joins this Agreement pursuant to ‎Section 3.03, and any of their Affiliates, so long as such Person holds any Registrable Securities, and any Person owning Registrable Securities who is a permitted transferee of rights under Section 3.03.

“Initiating Holder” has the meaning set forth in Section 2.01(a).

“IPO” has the meaning set forth in the recitals to this Agreement.

“Loss” or “Losses” has the meaning set forth in Section 2.08(a).

“Ordinary Shares” means the ordinary shares, par value EUR [·] per share, of the Company and any shares into which such ordinary shares may be converted.

“Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority,

“Piggyback Registration” has the meaning set forth in Section 2.02(a).

“Prospectus” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus.

“Registrable Securities” means any Shares and any securities issued or issuable directly or indirectly with respect to, in exchange for, upon the conversion of or in replacement of the Shares, whether by way of a dividend or distribution or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization; provided that any such Shares shall cease to be Registrable Securities if (i) they have been registered and sold pursuant to an effective Registration Statement, (ii) they have been transferred by a Holder in a transaction in which the Holder’s rights under this Agreement are not, or cannot be, assigned, (iii) they may be sold pursuant to Rule 144 under the Securities Act without limitation thereunder on volume or manner of sale and the Holder of such securities does not beneficially own more than 5% of outstanding Ordinary Shares, or (iv) they have ceased to be outstanding.

“Registration” means a registration with the SEC of the offer and sale to the public of Ordinary Shares under a Registration Statement. The terms “Register,” “Registered” and “Registering” shall have a correlative meaning.

“Registration Expenses” shall mean all reasonable expenses incident to a Registration and any related offer and sale pursuant to the terms of this Agreement, including all (i) registration, qualification and filing fees; (ii) expenses incurred in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, any Prospectus and any issuer free writing prospectus and the distribution thereof; (iii) the fees and expenses of the Company’s counsel, independent accountants and any experts, any other accounting fees, charges and expenses incurred by the Company (including any expenses arising from any comfort letters or any special audits incident to or required by any registration or qualification), and fees and expenses of one counsel to all Holders, as well one additional counsel in each jurisdiction where a Holder is organized; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws and the preparation, printing and distribution of a blue sky or legal investment memorandum (including the related fees and expenses of counsel); (v) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of an offering by, FINRA; (vii) expenses incurred in connection with any “road show” presentation to potential investors; (viii) printing expenses, messenger, telephone and delivery expenses; (ix) internal expenses of the Company (including all salaries and expenses of employees of the Company performing legal or accounting duties); and (x) fees and expenses of listing any Registrable Securities on any securities exchange on which Ordinary Shares are then listed; but excluding any Selling Expenses.

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“Registration Period” has the meaning set forth in Section 2.01(c).

“Registration Rights” shall mean the rights of the Holders to cause the Company to Register Registrable Securities pursuant to this Agreement.

“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Selling Expenses” means all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities hereunder.

“Shares” means all Ordinary Shares that are beneficially owned by the Holders or any of their Affiliates or any permitted transferee of rights under Section 3.03 from time to time, whether or not held immediately following the IPO.

“Shelf Registration” means a Registration Statement of the Company for an offering to be made on a delayed or continuous basis of Ordinary Shares pursuant to Rule 415 under the Securities Act (or similar provisions then in effect).

“Subsidiary” means, when used with respect to any Person, (a) a corporation in which such Person or one or more Subsidiaries of such Person, directly or indirectly, owns capital stock having a majority of the total voting power in the election of directors of all outstanding shares of all classes and series of capital stock of such corporation entitled generally to vote in such election; and (b) any other Person (other than a corporation) in which such Person or one or more Subsidiaries of such Person, directly or indirectly, has (i) a majority ownership interest or (ii) the power to elect or direct the election of a majority of the members of the governing body of such first-named Person.

“Underwritten Offering” means a Registration in which securities of the Company are sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.

Section 1.02.         General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereof,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole (including the exhibits hereto), and references herein to Articles and Sections refer to Articles and Sections of this Agreement. Except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be performed or given timely if performed or given on the next succeeding Business Day. References to a Person are also to its permitted successors and assigns. The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

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Article 2
REGISTRATION RIGHTS

Section 2.01.         Demand Registration.

(a)       Request. Each Holder shall have the right to request that the Company file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by such Holder once such Holder is no longer subject to the lock-up applicable to it entered into in connection with the IPO (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities) by delivering a written request to the Company specifying the kind and number of shares of Registrable Securities such Holder wishes to Register and the intended method of distribution thereof (a “Demand Registration” and the Holder submitting such Demand Registration, the “Initiating Holder”). The Company shall (i) within 10 days of the receipt of such request, give written notice of such Demand Registration (the “Company Notice”) to all Holders other than the relevant Initiating Holder (the “Eligible Holders”), (ii) use its reasonable best efforts to file a Registration Statement in respect of such Demand Registration within 45 days of receipt of the request, and (iii) use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter. The Company shall include in such Registration all Registrable Securities that the Eligible Holders request to be included within the 10 Business Days following their receipt of the Company Notice.

(b)      Limitations of Demand Registrations. There shall be no limitation on the number of Demand Registrations pursuant to Section 2.01(a); provided, however, that the Holders shall not require the Company to take any action to effect any Demand Registration (i) within three months after a Demand Registration pursuant to this Section 2.01 that has been declared or ordered effective, (ii) during the period starting with the date of filing of, and ending on a date 90 days after the effective date of a Company-initiated registration (other than a registration solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to a Rule 145 transaction), provided that the Company is actively employing in good faith any reasonable efforts to cause such registration statement to become effective. In the event that any Person shall have received rights to Demand Registrations pursuant to Section 3.03, and such Person shall have made a Demand Registration request, such request shall be treated as having been made by the Holder who transferred such rights to such Person. The Registrable Securities requested to be Registered pursuant to Section 2.01(a) (including, for the avoidance of doubt, the Registrable Securities of Eligible Holders requested to be registered) must represent (i) an aggregate offering price of Registrable Securities (before deduction of underwriters’ discounts and commissions) that is reasonably expected to equal at least $50,000,000 or (ii) all of the remaining Registrable Securities owned by the Initiating Holder and its Affiliates.

(c)      Effective Registration. The Company shall be deemed to have effected a Registration for purposes of Section 2.01(b) if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC, and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been sold and (ii) 180 days from the effective date of the Registration Statement (the “Registration Period”). No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied by reason of the Company or the number of Registrable Securities included in any such Registration Statement is reduced in accordance with Section 2.01(e) such that less than 25% of the aggregate number of Registrable Securities requested to be Registered pursuant to Section 2.01(a) are included. If, during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority, the Registration Period shall be extended on a day-for-day basis for any period the Holder is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority.

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(d)      Underwritten Offering. If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering and the Company shall include such information in the Company Notice. In the event that the Initiating Holder intends to distribute the Registrable Securities by means of an Underwritten Offering, no Holder may include Registrable Securities in such Registration unless such Holder, subject to the limitations set forth in Section 2.06, (i) agrees to sell its Registrable Securities on the basis provided in the applicable underwriting arrangements; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements in customary form; and (iii) cooperates with the Company’s reasonable requests in connection with such Registration (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement).

(e)      Priority of Securities in an Underwritten Offering. If the managing underwriter or underwriters of a proposed Underwritten Offering advises the Company in its good faith opinion that, pursuant to this Section 2.01, the number of securities requested to be included in such Underwritten Offering exceeds the number that can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the number of securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Initiating Holder and the Eligible Holders; second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; and third, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities owned by each such Eligible Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number determined by the Company after consultation with the managing underwriter or underwriters. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded.

(f)       Shelf Registration. (i) At any time when the Company is eligible to use Form F-3, any Holder may request the Company to effect a Shelf Registration. The Company shall use its reasonable best efforts to file a Registration Statement in respect of such Shelf Registration within 45 days of receipt of the request, and use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter. The Company shall use its reasonable best efforts to cause such Registration Statement to remain effective under the Securities Act until the earlier of the date (i) all Registrable Securities covered by such Registration Statement have been sold or may be sold freely without limitations or restrictions as to volume or manner of sale pursuant to Rule 144 or (ii) all Registrable Securities covered by such Shelf Registration otherwise cease to be Registrable Securities.  The Company shall promptly, and within two business days after the Company confirms effectiveness of the Registration Statement in respect of such Shelf Registration with the SEC, notify the requesting Holder(s) of the effectiveness of the Registration Statement in respect of such Shelf Registration. The Company shall only be required to effectuate one Underwritten Offering from such Shelf Registration (an “Underwritten Shelf Takedown”) within any three-month period, and such Underwritten Shelf Takedown shall be deemed a Demand Registration. The provisions of Section 2.01(a)-(e) and (g)-(i) shall apply mutatis mutandis to such Underwritten Shelf Takedown, with references to “file a Registration Statement” or “become effective” being deemed references to filing of a prospectus or supplement for such Underwritten Shelf Takedown and references to “Registration” being deemed references to the Underwritten Shelf Takedown; provided that Eligible Holders shall only include Holders whose Registrable Securities are included in such Shelf Registration or may be included therein without the need for an amendment to such Shelf Registration (other than an automatically effective amendment). So long as the Shelf Registration is effective, the Initiating Holder may not request any Demand Registration pursuant to Section 2.01(a) with respect to Registrable Shares that are Registered on such Shelf Registration.

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(A)         If the Company shall receive a request from the Initiating Holder that the Company effect a Shelf Registration, then the Company shall promptly give the Company Notice at least 15 Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration to all Holders other than the Initiating Holder and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the Registration of:

(B)          all Registrable Securities for which the Initiating Holder have requested Registration under this section, and

(C)          all other Registrable Securities of the same class as those requested to be Registered by the Initiating Holder that any Holders have requested the Company to Register by request received by the Company within 10 Business Days after such Holders receive the Company Notice,

all to the extent necessary to permit the Registration of the Registrable Securities so to be Registered on such Shelf Registration.

(ii)           At any time prior to the effective date of such Shelf Registration, the Initiating Holder may revoke such request, without liability to any of the other Eligible Holders, by providing a notice to the Company revoking such request. For the avoidance of doubt, such request, if revoked pursuant to this paragraph, shall not constitute a Demand Registration; provided that such Initiating Holder pays the expenses incurred by the Company in preparation for such Shelf Registration.

(iii)          The Company shall be liable for and pay all Registration Expenses in connection with any Shelf Registration.

(iv)           For the avoidance of doubt, upon notice to the Initiating Holder, the Company may postpone effecting a Shelf Registration pursuant to Section 2.01(g).

(g)      Postponement. Upon notice to, in the case of a Demand Registration, the Initiating Holder for such Demand Registration and any other Eligible Holders or, in the case of filing a Shelf Registration or Underwritten Shelf Takedown, the Initiating Holder or Holders requesting such Underwritten Shelf Takedown and any other Holders to which a Company Notice has been delivered with respect to such Underwritten Shelf Takedown, the Company may postpone effecting a Registration or Underwritten Shelf Takedown, as applicable, pursuant to this Section 2.01 on two occasions during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (i) the Company reasonably believes that effecting the Registration or Underwritten Shelf Takedown, as applicable, would materially and adversely affect a proposal or plan by the Company to engage in (directly or indirectly through any of its Subsidiaries): (x) a material acquisition or divestiture of assets; (y) a merger, consolidation, tender offer, reorganization, primary offering of the Company’s securities or similar material transaction; or (z) a material financing or any other material business transaction with a third party or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company believes would not be in the best interests of the Company.

(h)      Right to Withdraw. Unless otherwise agreed, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in any Underwritten Offering pursuant to this Section 2.01 at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Demand Registration at any time prior to the effective date thereof.

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Section 2.02.         Piggyback Registrations.

(a)      Participation. If the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of Ordinary Shares for its own account and/or for the account of any other Persons (other than a Registration (i) under Section 2.01 hereof, (ii) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan or (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as practicable (but in no event less than five (5) Business Days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(a) and Section 2.02(c), the Company shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within four (4) Business Days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to Register or to delay Registration of such securities, the Company may, at its election, give prompt written notice of such determination to each such Holder and, thereupon, (i) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration and shall have no liability to any Holder in connection with such termination, and (ii) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other Ordinary Shares, in each case without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01. For the avoidance of doubt, no Registration effected under this Section 2.02 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.01. If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

(b)      Right to Withdraw. Unless otherwise agreed, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in any Underwritten Offering pursuant to this Section 2.02 at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.

(c)      Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders (other than Holders who requested such Registration); and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.

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Section 2.03.         Selection of Underwriter(s). In any Underwritten Offering pursuant to Section 2.01, the Initiating Holder shall select the underwriter(s) (which underwriter(s) shall be reasonably acceptable to the Company).

Section 2.04.          Registration Procedures.

(a)      In connection with the Registration and/or sale of Registrable Securities pursuant to this Agreement, through an Underwritten Offering or otherwise, the Company shall use reasonable best efforts to effect or cause the Registration and the sale of such Registrable Securities as quickly as commercially practicable in accordance with the intended methods of disposition thereof and:

(i)            prepare and file the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing with the SEC a Registration Statement or Prospectus, or any amendments or supplements thereto, (A) furnish to the underwriters, if any, the Holders participating in such Registration and their respective counsel, copies of all documents prepared to be filed, which documents will be subject to the review of such underwriters, the Holders and their respective counsel, with an adequate and appropriate opportunity for review and comment, and (B) consider in good faith any comments of the underwriters and such Holders and their respective counsel on such documents;

(ii)           prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective in accordance with the terms of this Agreement and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares Registered thereon;

(iii)          in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending on the 3^rd anniversary after the effective date of such Registration Statement;

(iv)          notify the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, or when the applicable Prospectus or any amendment or supplement to such Prospectus has been filed, (B) of any written comments by the SEC or any request by the SEC or any other Governmental Authority for amendments or supplements to such Registration Statement or such Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in any material respect, and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

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(v)           promptly notify each selling Holder and the managing underwriter or underwriters, if any, when the Company becomes aware of the occurrence of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus and any preliminary Prospectus, in light of the circumstances under which they were made) not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish without charge to the selling Holder and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus which will correct such statement or omission or effect such compliance;

(vi)          use its reasonable best efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use of any preliminary or final Prospectus;

(vii)         promptly incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and the selling Holders may reasonably request to be included therein in order to permit the intended method of distribution of the Registrable Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii)        furnish to each selling Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(ix)          deliver to each selling Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Holder or underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus or any amendment or supplement thereto by each selling Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto) and such other documents as such selling Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holder or underwriter;

(x)           on or prior to the date on which the applicable Registration Statement is declared effective or becomes effective, use its reasonable best efforts to register or qualify, and cooperate with each selling Holder, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any selling Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and so as to permit the continuance of sales and dealings in such jurisdictions of the United States for so long as may be necessary to complete the distribution of the Registrable Securities covered by the Registration Statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(xi)           in connection with any sale of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with each selling Holder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive Securities Act legends; and to register such Registrable Securities in such denominations and such names as such selling Holder or the underwriter(s), if any, may request at least two Business Days prior to such sale of Registrable Securities; provided that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;

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(xii)          cooperate and assist in any filings required to be made with the FINRA and each securities exchange, if any, on which any of the Company’s securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s securities are then quoted, and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of each such exchange, and use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(xiii)         not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company; provided that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;

(xiv)        in the case of an Underwritten Offering, obtain for delivery to and addressed to the selling Holders and the underwriter or underwriters, an opinion from the Company’s outside counsel in customary form and content for the type of Underwritten Offering, dated the date of the closing under the underwriting agreement and any customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;

(xv)         in the case of an Underwritten Offering, obtain for delivery to and addressed to the underwriter or underwriters and, to the extent agreed by the Company’s independent certified public accountants, each selling Holder, a comfort letter from the Company’s independent certified public accountants (and the independent certified public accountants with respect to any acquired company financial statements) in customary form and content for the type of Underwritten Offering, including with comfort letters customarily delivered in connection with quarterly period financial statements if applicable, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

(xvi)        use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, as soon as reasonably practicable, but no later than 90 days after the end of the 12-month period beginning with the first day of the Company’s first quarter commencing after the effective date of the applicable Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder and covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of the Registration Statement;

(xvii)       cause all such Registrable Securities pursuant to this Section 2 to be listed on a national exchange or trading system and on each securities exchange and trading system on which similar securities by the Company are then listed;

(xviii)      provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

(xix)         cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Company’s Ordinary Shares are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s Ordinary Shares are then quoted, including the filing of any required supplemental listing application;

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(xx)          in the case of an Underwritten Offering, provide (A) each Holder participating in the Registration, (B) the underwriters (which term, for purposes of this Agreement, shall include a Person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act) of the Registrable Securities to be Registered, (C) the sale or placement agent therefor, if any, (D) counsel for such underwriters or agent, and (E) any attorney, accountant or other agent or representative retained by such Holder or any such underwriter, as selected by such Holder, the opportunity to participate in the preparation of such Registration Statement, each Prospectus included therein or filed with the SEC, and each amendment or supplement thereto, and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Holder(s) and their counsel should be included; and for a reasonable period prior to the filing of such Registration Statement, make available upon reasonable notice at reasonable times and for reasonable periods for inspection by the parties referred to in (A) through (E) above, all pertinent financial and other records, pertinent corporate documents and properties of the Company that are available to the Company, and cause the Company’s officers, employees and the independent public accountants who have certified its financial statements to make themselves available at reasonable times and for reasonable periods, to discuss the business of the Company and to supply all information available to the Company reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility, subject to the foregoing, provided that any such Person gaining access to information or personnel pursuant to this Section 2.04(a)(xix) shall agree to use reasonable efforts to protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (x) the release of such information is required by law or regulation or is requested or required by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process, (y) such information is or becomes publicly known without a breach of this Agreement, (F) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (z) such information is independently developed by such Person;

(xxi)         in the case of an Underwritten Offering, to cause the executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and

(xxii)        take all other customary steps reasonably necessary to effect the Registration, offering and sale of the Registrable Securities.

(b)    As a condition precedent to any Registration hereunder, the Company may require each Holder as to which any Registration is being effected to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Holder, its ownership of Registrable Securities and other matters as the Company may from time to time reasonably request in writing. Each such Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(c)     Each Holder agrees that, upon receipt of any written notice from the Company of the occurrence of any event of the kind described in Section 2.04(a)(v), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.04(a)(v), or until such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and if so directed by the Company, such Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period during which the applicable Registration Statement for a Demand Registration is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 2.04(a)(v) or is advised in writing by the Company that the use of the Prospectus may be resumed.

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Section 2.05.         Holdback Agreements. Each of the Company and the Holders agrees, upon notice from the managing underwriter or underwriters in connection with any Registration for an Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form F-4 or any similar or successor form or pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), not to effect (other than pursuant to such Registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the managing underwriters during such period as reasonably requested by the managing underwriters (but in no event longer than the seven days before and the 90 days after the pricing of such Underwritten Offering); and subject to reasonable and customary exceptions to be agreed with such managing underwriter or underwriters. Notwithstanding the foregoing, no holdback agreements of the type contemplated by this Section 2.05 shall be required of Holders unless each of the Company’s directors and executive officers agrees to be bound by a substantially identical holdback agreement for at least the same period of time.

Section 2.06.         Underwriting Agreement in Underwritten Offerings. If requested by the managing underwriters for any Underwritten Offering, the Company and the participating Holders shall enter into an underwriting agreement in customary form with such underwriters for such offering; provided, however, that no Holder shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims and encumbrances created by such Holder, (ii) such Holder’s power and authority to effect such transfer, (iii) such matters pertaining to such Holder’s compliance with securities laws as reasonably may be requested and (iv) such Holder’s intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 2.08 hereof.

Section 2.07.         Registration Expenses Paid By Company. In the case of any Registration of Registrable Securities required pursuant to this Agreement (including any Registration that is delayed or withdrawn) or proposed Underwritten Offering pursuant to this Agreement, the Company shall pay all Registration Expenses regardless of whether the Registration Statement becomes effective or the Underwritten Offering is completed. The Company shall have no obligation to pay any Selling Expenses for Registrable Securities offered by any Holders.

Section 2.08.         Indemnification.

(a)      Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder and such Holder’s officers, directors, employees, advisors, Affiliates and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Holder from and against any and all losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable and documented costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.

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(b)      Indemnification by the Selling Holder. Each selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Company and the Company’s directors, officers, employees, advisors, Affiliates and agents and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading but only to the extent, in each of cases (i) or (ii), that such untrue statement or omission is contained in any information furnished in writing by such selling Holder to the Company expressly for inclusion in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. This indemnity shall be in addition to any liability the selling Holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party.

(c)      Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (i) give prompt (but in any event within 30 days after such Person has actual knowledge of the facts constituting the basis for indemnification) written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder to the extent that it is materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder, (c) the named parties to any proceeding include both such indemnified and the indemnifying party and the indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (d) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent, but such consent may not be unreasonably withheld, conditioned or delayed. If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party, which consent may not be unreasonably withheld, conditioned or delayed. No indemnifying party shall consent to entry of any judgment or enter into any settlement without the consent of the indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm (in addition to any appropriate local counsel) at any one time from all such indemnified party or parties unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties or (z) a conflict or potential conflict exists or in the reasonable judgment of such indemnified party may exist (based on advice of counsel to an indemnified party) between such indemnified party or parties and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel.

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(d)      Contribution. If for any reason the indemnification provided for in Section 2.08(a) or Section 2.08(b) is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by Section 2.08(a) or Section 2.08(b), then the indemnifying party shall, to the fullest extent permitted by law, in lieu of indemnifying such indemnified party thereunder, contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions which resulted in such Loss as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. Notwithstanding anything in this Section 2.08(d) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.08(d) to contribute any amount in excess of the amount by which the net proceeds (after deducting the underwriters’ discounts and commissions) received by such indemnifying party from the sale of Registrable Securities in the offering to which the Losses of the indemnified parties relate (before deducting expenses, if any) exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.08(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.08(d). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party hereunder shall be deemed to include, for purposes of this Section 2.08(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding. If indemnification is available under this Section 2.08, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.08(a) and Section 2.08(b) hereof without regard to the relative fault of said indemnifying parties or indemnified party.

Section 2.09.         Reporting Requirements; Rule 144. Following the IPO, the Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the date upon which no Holder owns any Registrable Securities, the Company shall forthwith upon request furnish any Holder (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

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Article 3
MISCELLANEOUS

Section 3.01.         Term. This Agreement may be terminated by written agreement among the parties, and shall terminate and cease to apply to such Holder at such time as it holds no Registrable Securities, except for the provisions of Section 2.07 and Section 2.08 and all of this Article 3, which shall survive any such termination.

Section 3.02.         Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person or (b) deposited in the United States mail or private express mail, postage prepaid, addressed as follows:

If to a Holder, to its address as set forth below:

ANLLIAN Sports Products Limited

16/F, Manhattan Place

23 Wang Tai Road, Kowloon Bay

Kowloon, Hong Kong SAR

Attention: SUEN Wai Yu ([***]), TSE Kin Chung ([***])

Baseball Investment Limited

Offices of Walkers Corporate Limited

190 Elgin Avenue, George Town

Grand Cayman KY1-9008, Cayman Islands

Attention: Neil Gray ([***]), Lynden John ([***])

With a copy to (which shall not constitute notice):

c/o FountainVest Partners (Asia) Limited

Suite 2501, Two International Finance Centre

8 Finance Street, Central, Hong Kong

Tel: +852-3972-3900

Fax: +852-3107-2490

Attention: [***], [***]

Anamered Investments Inc.

600-21 Water Street

Vancouver, British Columbia V6B 1A1

Canada

Attention: Jason Gaede ([***])

With a copy to:

Jon McCullough ([***])

and

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Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, CA 94394

Attention: William Brentani ([***]), Heidi Mayon ([***])

Mount Jiuhua Investment Ltd.

Tencent Binhai Towers

No. 33 Haitian 2nd Road

Nanshan District, Shenzhen

P. R. China 518064

Attention: Mergers and Acquisitions Department

Email: [***]

With a copy to:

c/o Tencent Holdings Limited

Level 29, Three Pacific Place

1 Queen’s Road East

Wanchai, Hong Kong

Attention: Compliance and Transactions Department

Email: [***]

If to the Company to:

Amer Sports, Inc.

Konepajankuja 6

00511 Helsinki

Finland

Attention: Jutta Karlsson

Email: [***]

with a copy to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention: Michael Kaplan, Roshni Banker Cariello

Any party may, by notice to the other party, change the address to which such notices are to be given.

Section 3.03.         (a) Successors, Assigns and Transferees. This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Company may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of the Company’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement to any transferee that acquires from such Holder in a private placement a number of Ordinary Shares equal to at least 5% of the aggregate number of outstanding Ordinary Shares and executes a joinder agreement in the form attached hereto as Exhibit A. In addition, any Holder may assign its rights and obligations under this Agreement to any Affiliate of such Holder that directly holds Shares that executes a joinder in the form attached hereto as Exhibit A. Notwithstanding the foregoing if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertakings. Except as set forth in this Section 3.03, the Holders may not assign their rights and obligations hereunder.

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(b)      Joinder. The Company shall be permitted to join shareholders of the Company as parties to this Agreement by having such shareholders execute a joinder agreement in the form attached hereto as Exhibit A.

Section 3.04.         Governing Law; No Jury Trial.

(a)      This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of any law other than the laws of the State of New York. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY COURT PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF AND PERMITTED UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE.

(b)      With respect to any Action relating to or arising out of this Agreement, each party to this Agreement irrevocably (i) consents and submits to the exclusive jurisdiction of the courts of the State of New York and any court of the United States located in the Borough of Manhattan in New York City; (ii) waives any objection which such party may have at any time to the laying of venue of any Action brought in any such court, waives any claim that such Action has been brought in an inconvenient forum and further waives the right to object, with respect to such Action, that such court does not have jurisdiction over such party; and (iii) consents to the service of process at the address set forth for notices in Section 3.02 herein; provided, however, that such manner of service of process shall not preclude the service of process in any other manner permitted under applicable law.

Section 3.05.         Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are or are to be thereby aggrieved shall have the right to seek specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

Section 3.06.         Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 3.07.       Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the parties.

Section 3.08.       Amendment; Waiver.

(a)      This Agreement may not be amended or modified and waivers and consents to departures from the provisions hereof may not be given, except by an instrument or instruments in writing making specific reference to this Agreement and signed by the Company and Holders of a majority of the Registrable Securities as of such time; provided, however, that any amendment, modification or waiver that results in a non-pro rata material adverse effect on the rights of a Holder under this Agreement will require the written consent of such Holder.

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(b)      Waiver by any party of any default by the other party of any provision of this Agreement shall not be deemed a waiver by the waiving party of any subsequent or other default, nor shall it prejudice the rights of the other party.

Section 3.09.         Further Assurances. Each of the parties hereto shall execute and deliver all additional documents, agreements and instruments and shall do any and all acts and things reasonably requested by the other party hereto in connection with the performance of its obligations undertaken in this Agreement.

Section 3.10.         Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. This Agreement may be delivered via facsimile, electronic mail or other electronic format (including, but not limited to, “pdf,” “tif,” “jpg” or any other electronic imaged signature, including, without limitation, signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or “AdobeSign”) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.  The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the U.S. federal Electronic Signatures in Global and National Commerce (ESIGN) Act of 2000, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act.

[Remainder of the page intentionally left blank. Signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

ANLLIAN Sports Products Limited
By:
	Name:
	Title:

Baseball Investment Limited
By:
	Name:
	Title:

Anamered Investments Inc.
By:
	Name:
	Title:

Mount Jiuhua Investment Ltd.
By:
	Name:
	Title:

[Signature page to the Registration Rights Agreement]

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EXHIBIT A

Form of Joinder Agreement

[Date]

Reference is hereby made to the Registration Rights Agreement, dated [____], 2024 (the “RRA”), by and between Amer Sports, Inc., a corporation incorporated under the laws of the Cayman Islands (the “Company”), and the Holders named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the RRA.

Pursuant to Section 3.03 of the RRA, each of the undersigned hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, it shall be deemed to be a party to the RRA as if it were an original signatory thereto and hereby expressly assumes, and agrees to perform and discharge, all of the obligations and liabilities of a party thereto as the case may be, under the RRA. All references in the RRA to the “Holders” shall hereafter include each of the undersigned and their respective successors, as applicable.

Each of the undersigned hereby agrees to promptly execute and deliver any and all further documents and take such further action as the Company, the Holders or any undersigned party may reasonably require to effect the purpose of this Joinder Agreement.

This Joinder Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without regard to the conflict of laws provisions thereof that would result in the application of any law other than the laws of the State of New York. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY COURT PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF AND PERMITTED UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE.

With respect to any Action relating to or arising out of this Joinder Agreement, each party to this Joinder Agreement irrevocably (i) consents and submits to the exclusive jurisdiction of the courts of the State of New York and any court of the United States located in the Borough of Manhattan in New York City; (ii) waives any objection which such party may have at any time to the laying of venue of any Action brought in any such court, waives any claim that such Action has been brought in an inconvenient forum and further waives the right to object, with respect to such Action, that such court does not have jurisdiction over such party; and (iii) consents to the service of process at the address set forth for notices in Section 3.02 in the RRA; provided, however, that such manner of service of process shall not preclude the service of process in any other manner permitted under applicable law.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date herein above set forth.

Company:

Amer Sports,Inc.

By:

Title:

[Assignee]

By:

Title:

             [Signature page to the Registration Rights Agreement]

EX-10.5

Exhibit 10.5

Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Regulation S-K, Item 601(b) because the registrant has determined that the omitted information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

EXECUTION VERSION

PRIVILEGED & CONFIDENTIAL

MASTER BUSINESS SERVICES AGREEMENT

Between

ANTA SPORTS PRODUCTS LIMITED

And

AMER SPORTS, INC.

Dated as of                       , 2024

TABLE OF CONTENTS

Article 1 Definitions	1
Article 2 Cooperation AND SERVICES	2
Article 3 Representations and Warranties	5
Article 4 Term	6
Article 5 Notices	6
Article 6 Defaulting Liability	7
Article 7 Force Majeure	7
Article 8 Miscellaneous	8

i

BUSINESS SERVICES Agreement

This Master Business Services Agreement (this “Agreement”) is dated as of             , 2024, by and between ANTA SPORTS PRODUCTS LIMITED, an exempted company with limited liability in the Cayman Islands (“ANTA”), on behalf of itself and other members within ANTA Group (as defined below), and AMER SPORTS, INC., an exempted company with limited liability in the Cayman Islands (the “Amer”), on behalf of itself and other members within Amer Group (as defined below) (each of ANTA and Amer, a “Party” and, together, the “Parties”).

RECITALS

WHEREAS, Amer proposes to issue a certain amount of ordinary shares, par value EUR [·] per ordinary share (the “Shares”) in an initial public offering (the “IPO”) pursuant to a registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended and seeks a listing of the Shares on the New York Stock Exchange;

WHEREAS, ANTA, a publicly traded company on the Stock Exchange of Hong Kong Limited (the “HKEx”), is, as of the date hereof, and will remain as, upon completion of the IPO, an indirect shareholder of Amer; and

WHEREAS, the Parties desire to continue to cooperate closely with each other across various aspects of their respective businesses and operations by providing each other with certain goods and services and related support.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual agreements, covenants and provisions contained in this Agreement, the receipt and sufficiency of which are acknowledged, the Parties, intending to be legally bound, agree as follows:

Article 1

Definitions

Section 1.1              Unless otherwise specified in this Agreement, in this Agreement, the following terms shall have the meanings prescribed thereto below.

“Affiliate” of any person means a person that Controls, is Controlled by, or is under common Control with such person; provided that, for purposes of this Agreement and for the avoidance of doubt, “Affiliate” of any member of the ANTA Group excludes members of the Amer Group, and “Affiliate” of any member of the Amer Group excludes members of the ANTA Group.

“Agreement” has the meaning set forth in the preamble of this Agreement.

“Amer Group” means Amer and its Subsidiaries.

“ANTA Group” means ANTA and its Subsidiaries, other than Amer Group.

“Control” means, as used with respect to any person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities or other interests, by contract or otherwise; the terms “Controlled by” and “under common Control with” shall have correlative meanings.

“Ending Date” means the first date upon which transactions between a member of ANTA Group, on the one side, and a member of Amer Group, on the other side (i) no longer constitute related party transactions according to Item 7.B. to Form 20-F or any successor or similar rule and (ii) no longer constitute related party transactions for purposes of Amer Group’s related party transaction policy and under the laws of the Cayman Islands.

“Dispute” has the meaning set forth in ‎Section 8.4 of this Agreement.

“Dispute Resolution Commencement Date” has the meaning set forth in Section 9.4 of this Agreement.

“Effective Date” has the meaning prescribed thereto in Section 4.1 hereof.

“Governmental Authority” means any national, provincial, municipal or local government, administrative or regulatory body or department, court, tribunal, arbitrator or any body that exercises the function of a regulator.

“Subsidiary” means, with respect to any given person, any person of which the given person directly or indirectly Controls.

“Term” has the meaning set forth in ‎Section 4.1 of this Agreement.

Article 2

Cooperation AND SERVICES

Section 2.1              Provision and Supply of Goods. From time to time during the Term of this Agreement, the Parties mutually agree to procure various categories of products (collectively, the “Products”), including, but not limited to, apparel, footwear, accessories, sample materials and hard goods, from each other (or other members within ANTA Group and Amer Group) in each Party’s ordinary and usual course of businesses. Each Party covenants that the unit prices of the Products shall be determined in the manners as prescribed in Section 2.9 hereof.

Section 2.2              IT Support Services. Amer Group agrees to procure certain IT support services, including, but not limited to, e-commerce platform operational management services and SAP implementation services (collectively, the “IT Support Services”), from ANTA Group with respect to the operations of Amer Group in China, Europe or any other country or region. The Parties agree that the service fees applicable to such IT Support Services to be specified in the feeder agreements to be entered into from time to time pursuant to Section 2.9 hereof shall be determined based on the costs of provision of such IT Support Services by ANTA Group plus a margin ranging from [***] to [***], depending on the complexity and nature of such IT Support Services and any applicable transfer pricing principles of Amer Group.

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Section 2.3              Brand Licensing Services. ANTA Group agrees to purchase a license for the use of the brands from Amer Group solely for the purposes of developing, distributing and marketing crossover products. The Parties agree that the licensing fees to be specified in the feeder agreements to be entered into from time to time pursuant to Section 2.9 hereof for the brand licensing services provided by Amer Group shall be equal to [***] of the total wholesale price of the relevant crossover products developed, distributed and marketed by ANTA Group. Notwithstanding the above, ANTA Group may from time to time use the name, logo or other trademarks of the brands operated by Amer Group for promotional purposes such as marketing, publicity and exhibition, without any fees or charges in any form.

Section 2.4              Distributorship Services. Amer Group agrees to appoint ANTA Group as a distributor to sell and distribute Amer Group’s products in different territories from time to time pursuant to the respective feeder agreements and/or purchase orders to be entered into from time to time in accordance with the requirements set for in Section 2.9 hereof. The Parties agree that each of the feeder agreements to be entered into from time to time pursuant to Section 2.9 hereof for the distributorship services contemplated under this Section 2.4 shall prescribe the following key terms: (i) the prices of the relevant products purchased by ANTA Group as distributor shall be equal to Amer Group’s current distributor price for the relevant products for the relevant territory, and shall in no event be higher than [***] of the recommended retail price of any given product unless as otherwise agreed by the Parties subject to the requirements of Section 2.9; and (ii) in the event that ANTA Group’s total purchases of the relevant products for the relevant territory exceed the minimum total purchases for a particular contract year as prescribed in a given feeder agreement, ANTA Group as the distributor shall be entitled to rebates provided by Amer Group in respect to each such contract year during the term of such given feeder agreement, the amount of which is to be determined annually based on the following formula: (Y – X) × Z, where

X shall be [***] of the aggregate recommended retail prices of the relevant products representing Amer Group’s total “B2B” gross sales in the relevant territory for the financial year ending December 31, 2023;

Y shall be the total purchases of the relevant products by ANTA Group as a distributor for the given contract year;

Z shall be a percentage between [***] to [***] to be determined by the Parties based on arm’s length negotiation.

Section 2.5              Back-office Support Services. From time to time during the Term of this Agreement, each of Amer Group and ANTA Group agrees to provide back-office support services, including, but not limited to, intellectual property protection and enforcement support, logistics, administrative services, and office and store leasing arrangement (collectively, the “Back-office Support Services”), to each other in China or any other country or region. The Parties agree that the service fees to be prescribed in the feeder agreements to be entered into from time to time pursuant to Section 2.9 hereof for such Back-office Support Services shall be determined based on the costs of provision of services by the relevant Party (or its designated Affiliates) plus a margin ranging from [***] to [***], depending on the complexity and nature of such Back-office Support Services and any applicable transfer pricing principles of Amer Group and/or ANTA Group.

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Section 2.6              Standards of Cooperation. Subject to the terms and conditions of this Agreement, the Parties shall use commercially reasonable efforts to provide, or cause to be provided, the products and/or services specified in this Agreement to the other Party (or its designated Affiliates) at a quality level and in the same manner as such products and services have been provided to the other Party (or its designated Affiliates) prior to the date of this Agreement or, if any such product and/or service was not provided during such period, the Party will provide such products and/or services in a professional and workmanlike manner, but in each case, exercising at least the same care and skill as each Party exercises in performing similar services and providing similar goods for itself or for any independent third party; provided that nothing in this Agreement shall require any Party to perform or provide, or caused to be performed or provided, any service or product or to take, or refrain from taking, any action, if the performance or provision of such service or product or the taking, or refraining from taking, of such action by such Party would be reasonably likely to result in any breach or violation of any applicable law or any license, lease, contract or other agreement with any third party (including any software or information technology license or service agreement); provided, however that each Party shall use its commercially reasonable efforts to obtain the consent of any such third party required for the performance or provision of such services or products to the other Party (or its designated Affiliates); provided, further that in the event such consent cannot be obtained, the Parties shall work together in good faith and use their respective commercially reasonable efforts to arrange for alternative methods of delivery of such services or products.

Section 2.7              EACH PARTY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR OTHER FEEDER AGREEMENTS OR PURCHASE ORDERS AS REFERRED TO IN SECTION 2.9 HEREOF, ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS, WHERE IS” BASIS AND “WITH ALL FAULTS” AND THAT PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES OR PRODUCTS TO BE PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WHICH ARE SPECIFICALLY DISCLAIMED.

Section 2.8              Performance of Affiliates and Third Parties. The Parties acknowledge and agree that any Party may provide the applicable services and/or goods directly, through any of its Affiliates or through one or more third parties engaged by the Party to provide the services and/or goods in accordance with the terms of this Agreement and/or any other feeder agreements and/or purchase orders to be entered into in furtherance of this Agreement pursuant to Section 2.9 hereof.

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Section 2.9              Feeder Agreements and/or Purchase Orders. In furtherance of the performance of services and provision of Products in compliance with the requirements set forth in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6 and 2.7 of this Agreement, the Parties will enter into, or procure each of its designated Affiliates to enter into, respective feeder agreements and/or purchase orders from time to time as necessary and appropriate in different jurisdictions and markets. The terms and conditions of such feeder agreements and/or purchase orders will be subject to the mutual agreement of the Parties (or their relevant designated Affiliates), and shall not contravene the provisions set forth in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6 and 2.7 hereof, as applicable, provided always that the contract prices for the relevant Products (i) for supplying one Party’s or its Affiliates’ finished Products (other than as a contracted manufacturer) to the other Party or its Affiliates, shall be consistent with the prices (or mechanism to determine prices) for such finished Products offered by such Party (or its designated Affiliates) to independent third-party distributors in the same market, or if not feasible, in comparable market(s); and (ii) for supplying one Party’s or its Affiliates Products to the other Party or its Affiliates as a contracted manufacturer of such other Party or its Affiliates, shall be consistent with the prices (or mechanism to determine prices) for Products of the same specifications offered by independent third-party contracted manufacturer in the same market, or if not feasible, in comparable market(s). In furtherance of this Agreement, the Parties shall, at the reasonable request of the other Party from time to time and without further consideration, execute and deliver such powers of attorney, acknowledgments, assurances, consents and other documents as may be reasonably necessary for the requesting Party to satisfy and perform its obligations or the obligations of its applicable Affiliates hereunder.

Section 2.10            Pre-Existing Agreements. The Parties acknowledge and agree that nothing in this Agreement shall affect, modify or supersede any agreement that has been entered into by and between the Parties (or their applicable Affiliates) with respect to matters in this Agreement and exists as of the date of this Agreement (the “Pre-Existing Related Party Agreements”). Such Pre-Existing Related Party Agreements, if any, shall remain in full force and effect until their expiration or termination pursuant to the terms thereof. The Parties further agree that such Pre-Existing Related Party Agreements may be (a) renewed upon their expiry or (b) reproduced in relation to any existing or newly established operating company(ies) within Amer Group and/or ANTA Group which becomes parties to the Pre-Existing Related Party Agreements before their expiry as additional parties to or a replacement of existing party(ies) under such Pre-Existing Related Party Agreements, in each case, on substantially the same terms and conditions as the Pre-Existing Related Party Agreements, provided that the requirements relating to pricing and other terms and conditions set forth in Sections 2.1 to 2.5 hereof shall be complied with for such renewal or reproduction, as the case may be.

Article 3

Representations and Warranties

Section 3.1              Each Party represents and warrants to the other Party that:

(a)             it is a limited liability company lawfully incorporated and validly existing under the laws of the Cayman Islands, having independent legal person status;

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(b)             it has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may be an independent party to a lawsuit;

(c)             it has full internal corporate power and authorization to execute and deliver this Agreement and all other documents related to the transaction contemplated by this Agreement and to be executed by it; it has full power and authorization to consummate the transaction contemplated by this Agreement;

(d)             this Agreement is lawfully and duly executed and delivered by it; this Agreement constitutes its lawful and binding obligations, enforceable against it according to the terms of this Agreement;

(e)             its execution, delivery and performance of this Agreement do not (i) violate its articles of association or any other constitutional documents, (ii) conflict with any agreement or contract or other document to which it is a party or its property is subject, or (iii) violate or conflict with any applicable law.

Article 4

Term

Section 4.1              This Agreement shall come into effect immediately prior to the completion of the IPO on the closing date (the “Effective Date”), on which the delivery of and payment for the securities offered by Amer in connection with the IPO (excluding securities offered by Amer upon underwriter(s)’ exercise of over-allotment option(s)) will take place. Unless this Agreement is terminated pursuant to the express provisions of this Agreement or as agreed by the Parties in writing, the term of this Agreement shall expire on the Ending Date (the “Term”). At least three (3) months prior to the expiration of the Term set forth above, the Parties shall consult each other on the extension of the Term, which may be mutually agreed to by the Parties in writing.

Article 5

Notices

Section 5.1              Notices, offers, requests or other communications required or permitted to be given by a Party pursuant to the terms of this Agreement shall be given in writing to the other Party to the addresses set forth in Schedule A hereto, or to such other address, facsimile number or email address as the Party to whom notice is given may have previously furnished to the other in writing as provided herein. Any notice involving non-performance or termination shall be sent by hand delivery or recognized courier. All other notices may also be sent by facsimile or email, confirmed by mail. All notices shall be deemed to have been given when received, if hand delivered; when transmitted, if transmitted by facsimile or email; upon confirmation of delivery, if sent by recognized courier; and upon receipt if mailed.

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Article 6

Defaulting Liability

Section 6.1              The Parties agree and confirm that, if any Party (the “Defaulting Party”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, failure or delay shall constitute a default under this Agreement. The non-defaulting Party shall have the right to request the Defaulting Party to rectify or take remedial actions within a reasonable period. If the Defaulting Party fails to rectify or take remedial actions within such reasonable period or within thirty (30) calendar days after the non-defaulting Party notifies the Defaulting Party in writing requiring rectification, then the non-defaulting Party is entitled to decide at its own discretion to:

(a)             terminate this Agreement and require the Defaulting Party to indemnify all of its damages; or

(b)             request the Defaulting Party to perform its obligations under this Agreement and require the Defaulting Party to indemnify all of its damages.

Article 7

Force Majeure

If the performance by one Party of this Agreement is directly affected or if one Party cannot perform this Agreement in accordance with the agreed conditions due to any unforeseeable force majeure event or an force majeure event whose consequences cannot be prevented or avoided, including earthquakes, typhoons, floods, fires, wars, computer viruses, design loopholes in software tools, hacker attacks on the Internet, changes to policies or laws, etc., the affected Party shall immediately give a notice to the other Party in accordance with the terms under Article 5 and shall within thirty (30) calendar days provide the other Party with supporting documents released by the relevant Governmental Authorities or a reliable third-party source describing the details of the force majeure event, and explain the reason why this Agreement cannot be performed or why the performance needs to be postponed. If the force majeure event lasts more than sixty (60) calendar days, the Parties hereto shall negotiate amicably and as soon as possible determine whether or not any part of this Agreement shall be released from performance or whether or not the performance of this Agreement shall be postponed, depending on the degree of impact of this force majeure event on the performance of this Agreement. Each Party shall not be held liable for any economic losses of the other Party caused by such Party’s failure to perform this Agreement completely due to a force majeure event.

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Article 8

Miscellaneous

Section 8.1              When dealing with the other Party which constitutes a related party or connected person (as defined under the Rules Governing the Listing of Securities on the HKEx) to each Party, as the case may be, under the applicable rules and regulations of the SEC and the HKEx, each Party agrees to comply with its internal policies and procedures governing related party transactions and/or connected transactions, as well as the applicable rules and regulations of the SEC, any applicable national exchange in the United States, and the HKEx. In the event of any conflict that arises from each Party’s obligations to comply with such requirements, the Parties shall discuss to resolve such conflict in good faith.

Section 8.2              Each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement. Each Party shall be responsible for all taxes payable by it under applicable laws incurred from the execution, performance and consummation of transactions as contemplated hereby.

Section 8.3              This Agreement may not be amended except by an instrument in writing executed by a duly authorized representative of each Party.

Section 8.4              The execution, interpretation, construction, performance and enforcement of this Agreement and the resolution of dispute(s) arising out of this Agreement shall be governed by and construed in accordance with the laws of the State of New York, the United States, without regard to principles of conflict of laws thereunder.

Section 8.5              Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it (“Dispute”) which arises between the Parties shall first be negotiated between appropriate senior executives of each Party who shall have the authority to resolve the matter. Such executives shall meet to attempt in good faith to negotiate a resolution of the Dispute prior to pursuing other available remedies, within ten (10) calendar days of receipt by a Party of written notice of a Dispute, which date of receipt shall be referred to herein as the “Dispute Resolution Commencement Date.” Discussions and correspondence relating to trying to resolve such Dispute shall be conducted on a without prejudice basis, treated as confidential information, shall be exempt from discovery or production, and shall not be admissible in any subsequent proceeding between the Parties.

(a)            If the senior executives are unable to resolve the Dispute within thirty (30) calendar days from the Dispute Resolution Commencement Date, the Parties shall submit the Dispute to the boards of directors of ANTA and Amer. Representatives of each board of directors shall meet as soon as practicable to attempt in good faith to negotiate a resolution of the Dispute.

(b)            If the representatives of the two boards of directors are unable to resolve the Dispute within sixty (60) calendar days from the Dispute Resolution Commencement Date, such Dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force at the time when the notice of arbitration is submitted. The law of this Section 8.5(b) shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The arbitration shall be conducted by three (3) arbitrators including one (1) arbitrator appointed by each party to the Dispute and the remaining arbitrator appointed jointly by the other two (2) arbitrators. The arbitration proceedings shall be conducted in English. The arbitral award shall be final and binding on the parties to the Dispute. The arbitration fees (including reasonable attorney’s fees) shall be borne by the losing party.

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(c)            Unless otherwise agreed in writing, the Parties will continue to provide service and honor all other commitments under this Agreement during the course of dispute resolution pursuant to the provisions of this ‎Section 8.4 with respect to all matters not subject to such Dispute, controversy or claim.

Section 8.6              The Parties hereto agree that irreparable damage would occur if any provisions of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 8.7              If any term of this Agreement or the Schedule attached hereto is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 8.8              No Party may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other Party, and any such assignment shall be void; provided, however, that each Party may assign this Agreement to an Affiliate of such Party. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective legal representatives, successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

Section 8.9              The headings contained in this Agreement or in the Schedule attached hereto and in the table of contents to this Agreement are for reference purposes only and shall not in any way limit or affect the meaning or interpretation of any of the terms in this Agreement.

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Section 8.10            This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means will be effective as delivery of a manually executed counterpart of this Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties hereto, each acting under due and proper authority, have executed this Agreement as of the day, month and year first above written.

ANTA SPORTS PRODUCTS LIMITED
By:
Name:
Title:
AMER SPORTS, INC.
By:
Name:
Title:

[Signature Page to Business Services Agreement]

EX-10.6

Exhibit 10.6

Execution Version

17 July 2023

AMER SPORTS HOLDING OY (FORMERLY MASCOT BIDCO OY)

(as the Company and Obligors’ Agent)

and

J.P. MORGAN SE (FORMERLY J.P. MORGAN EUROPE LIMITED)

(as Agent)

and

WILMINGTON TRUST(LONDON) LIMITED

(as Security Agent)

AMENDMENT AND RESTATEMENT AGREEMENT

related to

the Senior Facilities Agreement originally dated 20 March 2019 as amended
and/or amended and restated from time to time including pursuant to an
amendment and restatement agreement dated 28 August 2019

 

99 Bishopsgate
London EC2M 3XF
United Kingdom
Tel: +44.20.7710.1000
www.lw.com

THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY THEREOF OR ANY OTHER DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION OF THIS DOCUMENT, INCLUDING WRITTEN CONFIRMATIONS OR REFERENCES THERETO, INTO AUSTRIA, AS WELL AS THE PRODUCTION IN, OR THE SENDING TO OR FROM, AUSTRIA OF ANY OF THE FOREGOING DOCUMENTS, AS WELL AS THE SENDING TO OR FROM AUSTRIA OF FAX MESSAGES OR E-MAILS CARRYING AN ELECTRONIC SIGNATURE (WHETHER DIGITALLY, MANUSCRIPT OR OTHERWISE TECHNICALLY REPRODUCED) WHICH REFER TO THIS DOCUMENT OR TO WHICH A COPY OF THIS DOCUMENT IS ATTACHED, MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY. ACCORDINGLY, KEEP THE ORIGINAL OF THIS DOCUMENT AS WELL AS ANY CERTIFIED COPY THEREOF AND WRITTEN AND SIGNED REFERENCES THERETO OUTSIDE OF AUSTRIA AND AVOID SENDING FAX MESSAGES OR E-MAILS CARRYING AN ELECTRONIC SIGNATURE (WHETHER DIGITALLY, MANUSCRIPT OR OTHERWISE TECHNICALLY REPRODUCED) WHICH REFER TO THIS DOCUMENT OR TO WHICH A COPY OF THIS DOCUMENT IS ATTACHED TO OR FROM AUSTRIA

CONTENTS

Clause		Page
1.	INTERPRETATION	3
2.	AMENDMENT AND RESTATEMENT	4
3.	REPRESENTATIONS	4
4.	GUARANTEE	4
5.	SECURITY	5
6.	EFFECT OF AMENDMENT	5
7.	MISCELLANEOUS	6
SCHEDULE 1		7
	CONDITIONS PRECEDENT
SCHEDULE 2		8
	RESTATED FACILITIES AGREEMENT

THIS AGREEMENT (this “Agreement”) is dated 17 July 2023 and made

BETWEEN:

(1)            AMER SPORTS HOLDING OY (FORMERLY MASCOT BIDCO OY), a limited liability company organised under the laws of Finland with registration number 2952089-4 (the “Company” and “Obligors’ Agent”);

(2)            J.P. MORGAN SE (FORMERLY J.P. MORGAN EUROPE LIMITED) as agent of the other Finance Parties (the “Agent”); and

(3)            WILMINGTON TRUST (LONDON) LIMITED as security agent for the Secured Parties (the “Security Agent”).

WHEREAS:

(A)          This Agreement is supplemental to and amends and restates the senior facilities agreement originally dated 20 March 2019 between, among others, the Company and the Agent, as amended, amended and restated or supplemented from time to time including pursuant to an amendment and restatement agreement dated 28 August 2019 (the “Senior Facilities Agreement”).

(B)            Pursuant to clause 41.9 (Replacement of Screen Rate) of the Senior Facilities Agreement, the Agent is authorised, on behalf of the other Finance Parties and with the consent of the Majority Lenders (being, for the purposes of this Agreement, the Majority Revolving Facility Lenders in accordance with paragraph (g) of clause 41.4 (Other exceptions) of the Senior Facilities Agreement), to enter into an amendment agreement to the Senior Facilities Agreement (and/or such other applicable documentation as may be requested by the Company) to reflect any amendment contemplated by that clause. The Company and the Majority Lenders have consented to the amendment and restatement of the Senior Facilities Agreement as contemplated by this Agreement and accordingly the Agent is authorised and has been instructed to execute this Agreement on behalf of the Finance Parties.

(C)            Pursuant to clause 2.5 (Obligors’ Agent) and clause 41 (Amendments and Waivers) of the Senior Facilities Agreement, each Obligor (other than the Company) by its execution of that agreement or an Accession Deed (as applicable) has irrevocably (to the extent permitted by law) appointed the Company to act severally on its behalf as its agent in relation to the Finance Documents.

IT IS AGREED as follows:

1.             INTERPRETATION

1.1            Definitions

In this Agreement:

“Amendment Documents” means this Agreement, the Restated Facilities Agreement and each other document or agreement to be entered into by an Obligor in connection with the terms of this Agreement.

“Effective Date” means the date on which the Agent has confirmed to the Lenders and the Company that it has received each of the documents listed in Schedule 1 (Conditions Precedent) in a form and substance satisfactory to it (acting reasonably) or receipt of such documents and evidence has been waived by the Majority Lenders (acting reasonably).

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“Restated Facilities Agreement” means the Senior Facilities Agreement, as amended and restated by this Agreement, in the form set out in Schedule 2 (Restated Facilities Agreement).

1.2          Defined terms and construction

In this Agreement, unless the context otherwise requires:

(a)             capitalised terms shall have the meaning given to them in the Restated Facilities Agreement;

(b)             references to Clauses are to Clauses of this Agreement unless otherwise stated; and

(c)             the provisions of clause 1.2 (Construction) to clause 1.12 (US terms) of the Restated Facilities Agreement apply to this Agreement as though they were set out in full in this Agreement, mutatis mutandis, and except that references therein to “this Agreement” are to be construed as references to this Agreement.

2.             AMENDMENT AND RESTATEMENT

2.1            With effect from the Effective Date, the Senior Facilities Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 2 (Restated Facilities Agreement) to this Agreement.

2.2            Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the confirmation described in the definition of Effective Date, the Lenders authorise (but do not require) the Agent to give that confirmation and the Agent shall give such confirmation to the Company and the Lenders promptly upon being so satisfied. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such confirmation.

3.              REPRESENTATIONS

The Repeating Representations are made by each Obligor (by reference to the facts and circumstances then existing) on the date of this Agreement and on the Effective Date, in each case as if references therein to the Finance Documents include references to this Agreement and, on the Effective Date, to the Restated Facilities Agreement.

4.              GUARANTEE

On the Effective Date, the Company (for itself and as Obligors’ Agent for and on behalf of each other Obligor):

(a)             confirms its acceptance of the Restated Facilities Agreement;

(b)             agrees that it is bound as an Obligor by the terms of the Restated Facilities Agreement; and

(c)             if a Guarantor, confirms that the guarantees and indemnities provided under clause 23 (Guarantees and Indemnity) of the Senior Facilities Agreement:

(i)              continue in full force and effect on the terms of the Restated Facilities Agreement and any Accession Deed applicable to that Guarantor notwithstanding the amendments referred to in Clause 2 (Amendment and restatement); and

(ii)              extend to the obligations of the Obligors under the Finance Documents (including, without limitation, the Restated Facilities Agreement and notwithstanding the imposition of any amended, additional or more onerous obligations),

4

in each case, subject to any limitations set out in clause 23.11 (Guarantee Limitations: General) to clause 23.19 (Additional Guarantee Limitations) of the Restated Facilities Agreement and any relevant Accession Deed applicable to that Guarantor.

5.              SECURITY

5.1            Confirmation

On the Effective Date, the Company (for itself and as Obligors’ Agent for and on behalf of each other Obligor) confirms that, subject to the Legal Reservations and the Perfection Requirements:

(a)             the Security created under the Transaction Security Documents continues in full force and effect on the terms of such Transaction Security Documents notwithstanding the amendments referred to in Clause 2 (Amendment and restatement);

(b)             any Security created by it under the Transaction Security Documents extends to the obligations of the Obligors under the Finance Documents (including the Restated Facilities Agreement and notwithstanding any amended, additional or more onerous obligations) subject to any limitations set out in the Transaction Security Documents and/or the Intercreditor Agreement; and

(c)             the obligations of the Obligors arising under the Restated Facilities Agreement (including, for the avoidance of doubt, any new obligations under the Restated Facilities Agreement) are included in the Secured Obligations (as defined in the Intercreditor Agreement) or similar terms under the Transaction Security Documents subject to any limitations set out in the Transaction Security Documents and/or the Intercreditor Agreement.

5.2             No New Security Interest

No part of this Agreement is intended to or will create a registrable Security.

6.               EFFECT OF AMENDMENT

(a)             In accordance with the Senior Facilities Agreement and the Restated Facilities Agreement, each of the Agent and the Company designates this Agreement as a Finance Document.

(b)             The Senior Facilities Agreement and this Agreement will, from the Effective Date, be read and construed as one document.

(c)             Except as otherwise provided in this Agreement, the Finance Documents are confirmed and remain in full force and effect.

(d)             Each of the parties to this Agreement confirms that the amendment of the Senior Facilities Agreement pursuant to this Agreement shall not constitute a novation of the Senior Facilities Agreement.

(e)             No waiver or compromise of any term or condition of the Finance Documents or any of the Finance Parties’ rights in relation to them is given by this Agreement and the Finance Parties expressly reserve all their rights and remedies in respect of any breach of, or other Default under, the Finance Documents.

5

(f)            The parties to this Agreement agree that this Agreement is a Finance Document.

7.             MISCELLANEOUS

7.1            Further assurance

Each Obligor shall, at the request of the Agent (acting reasonably) and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

7.2            Incorporation of terms

The provisions of clauses 37 (Notices), 39 (Partial Invalidity), 40 (Remedies and Waivers) and 45 (Enforcement) of the Restated Facilities Agreement apply to this Agreement as though they were set out in full in this Agreement, mutatis mutandis, and except that references in those clauses to “the Finance Documents” and “this Agreement” (or similar expressions) are to be construed as references to this Agreement.

7.3            Counterparts

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy shall be an effective mode of delivery.

7.4            Governing law

This Agreement and any non-contractual obligations arising out of or in relation to it are governed by English law.

IN WITNESS whereof the parties have caused this Agreement to be duly executed as a deed by the Company (for itself and its capacity as Obligors’ Agent) on the date first written above.

6

SCHEDULE 1

CONDITIONS PRECEDENT

1.             CORPORATE APPROVALS

In respect of the Company:

1.1            its articles of association and trade register extract or analogous documents;

1.2            a certified copy of a resolution of the board of directors (or equivalent) of the Company:

(a)            approving the terms of, and the transactions contemplated by, the Amendment Documents to which it is a party and resolving that it execute, deliver and perform the Amendment Documents to which it is a party; and

(b)            authorising a specified person or persons to execute the Amendment Documents to which it is a party on its behalf;

1.3            a certified copy of a resolution signed by all the holders of the issued shares of the Company approving the terms of, and the transactions contemplated by the Amendment Documents;

1.4            a specimen of the signature of each person authorised to sign and/or dispatch all documents and notices in relation to the Amendment Documents and related documents to which it is a party; and

1.5            a certificate of the Company (signed by a director or an authorised signatory) certifying that each copy document provided by it specified in this paragraph 1 (Corporate Approvals) is correct, complete and (to the extent executed) in full force and effect and has not been amended or superseded as at a date no earlier than the date of the certificate.

2.             FINANCE DOCUMENTS

A copy of this Agreement duly executed by each of the parties thereto.

3.             LEGAL OPINIONS

3.1            A legal opinion addressed to the Finance Parties from Latham & Watkins LLP, legal advisers to the Agent as to matters of English law.

3.2            A Finnish law capacity and enforceability opinion from Hannes Snellman Attorneys Ltd as to matters of Finnish law.

7

SCHEDULE 2

RESTATED FACILITIES AGREEMENT

8

Amended and Restated Senior Facilities Agreement

20 March 2019 (as amended by an amendment agreement dated 28 August
2019 and an amendment and restatement agreement dated 17 July 2023)

Amer Sports Holding 1 Oy (formerly Mascot Midco 1 Oy)
as the Parent

Amer Sports Holding Oy (formerly Mascot Bidco Oy)
as the Company

Mascot Bidco Canada Inc.
as Canada Bidco

arranged by

J.P. Morgan Securities plc, Deutsche Bank AG, London Branch, Bank of
America Merrill Lynch International Designated Activity Company, Barclays
Bank PLC, Morgan Stanley Bank International Limited and Citigroup Global
Markets Limited
as Mandated Lead Arrangers

with

J.P. Morgan S.E.
as Agent

and

Wilmington Trust (London) Limited
as Security Agent

SENIOR FACILITIES AGREEMENT

 

Freshfields Bruckhaus Deringer LLP

100 Bishopsgate

London EC2P 2SR

CONTENTS

CLAUSE		PAGE
1.	Definitions and Interpretation	1

2. The Facilities             138

3. Purpose             153

4. Conditions of Utilisation             155

5. Utilisation – Loans             160

6. Utilisation – Letters of Credit             167

7. Letters of Credit             173

8. Optional Currencies             178

9. Ancillary Facilities             179

10. Repayment             192

11. Illegality, Voluntary Prepayment and Cancellation             195

12. Mandatory Prepayment             199

13. Restrictions             208

14. Interest             209

15. Interest Periods             216

16. Changes to the Calculation of Interest             218

17. Fees             220

18. Taxes             225

19. Increased Costs             242

20. Other Indemnities             245

21. Mitigation by the Lenders             248

22. Costs and Expenses             249

23. Guarantees and Indemnity             249

24. Representations and Warranties             263

25. Information and Accounting Undertakings             271

26. Financial Covenant             282

27. General Undertakings             307

28. Events of Default             322

29. Changes to the Lenders             333

30. Restriction on Debt Purchase Transactions             347

31. Changes to the Obligors             351

-i-

32. Role of the Agent, the Mandated Lead Arrangers, the Issuing Bank and Others             357

33. Conduct of Business by the Finance Parties             371

34. Sharing among the Finance Parties             372

35. Payment Mechanics             374

36. Set-Off             378

37. Notices             378

38. Calculations and Certificates             382

39. Partial Invalidity             382

40. Remedies and Waivers             383

41. Amendments and Waivers             383

42. Confidentiality             399

43. Counterparts             404

44. Governing Law             404

45. Enforcement             404

46. Contractual recognition of bail-in             405

47. USA PATRIOT ACT; Beneficial Ownership Regulation             406

-ii-

THIS AGREEMENT is dated 20 March 2019.

BETWEEN

(1)            AMER SPORTS HOLDING 1 OY (FORMERLY MASCOT MIDCO 1 OY), a limited liability company organised under the laws of Finland with registration number 2952088-6 (the Parent);

(2)            AMER SPORTS HOLDING OY (FORMERLY MASCOT BIDCO OY), a limited liability company organised under the laws of Finland with registration number 2952089-4 (the Company);

(3)            MASCOT BIDCO CANADA INC., a corporation incorporated under the laws of the Province of British Columbia with incorporation number BC1200574 (Canada Bidco);

(4)            THE ENTITIES listed in Part I of Schedule 1 (The Original Parties) as original borrowers (the Original Borrowers);

(5)            THE ENTITIES listed in Part I of Schedule 1 (The Original Parties) as original guarantors (the Original Guarantors);

(6)            J.P. MORGAN SECURITIES PLC, DEUTSCHE BANK AG, LONDON BRANCH, BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY, BARCLAYS BANK PLC, MORGAN STANLEY BANK INTERNATIONAL LIMITED and CITIGROUP GLOBAL MARKETS LIMITED as mandated lead arrangers (the Mandated Lead Arrangers);

(7)            THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as Lenders (the Original Lenders);

(8)            J.P. MORGAN S.E. as agent of the other Finance Parties (the Agent); and

(9)            WILMINGTON TRUST (LONDON) LIMITED as security agent for the Secured Parties (the Security Agent).

IT IS AGREED as follows:

1. Definitions and Interpretation

1.1 Definitions

In this Agreement:

2023 Amendment and Restatement Agreement means the amendment and restatement agreement relating to this Agreement dated 17 July 2023 between, among others, the Company and the Agent;

2023 Effective Date has the meaning given to the phrase “Effective Date” in the 2023 Amendment and Restatement Agreement;

Acceptable Bank means:

(a)            a bank or financial institution which has a long term unsecured credit rating of at least BBB- by Standard & Poor’s Rating Services or Fitch Ratings Ltd or at least Baa3 by Moody’s Investor Services Limited or a comparable rating from an internationally recognised credit rating agency, or any bank or financial institution which (having previously satisfied such requirement) ceases to satisfy the foregoing ratings requirement for a period of not more than three (3) consecutive Months;

(b) any Finance Party or any Affiliate of a Finance Party;

(c) any other bank or financial institution included in the list of banks provided by the Company to the Agent in the agreed form or which otherwise provides banking services to the Group (including the Target Group) and is notified in writing to the Agent on or before the Closing Date; and

(d) any other bank or financial institution approved by the Agent (acting reasonably) or providing banking services to a business or entity acquired by a member of the Group provided that such services are terminated and moved to a bank or financial institution falling under another limb of this definition within six (6) months of completion of the relevant acquisition;

Acceptable Funding Sources means without duplication (including no duplication (x) in respect of any amounts applied towards a permitted purpose as an Available Amount; or (y) in respect of Retained Cash where the CNI Growth Amount is part of the same permission):

(a)            Excluded Disposal Proceeds (and other proceeds of Permitted Disposals to the extent not required to be applied in prepayment of the Facilities) and proceeds received by the Group of any insurance claim (or series of related insurance claims) or any claim in respect or in connection with the Reports or the Acquisition;

(b)            New Shareholder Injections (excluding: (i) any amounts contributed to the Parent in accordance with paragraph (u) of the definition of Permitted Payment; and (ii) any New Shareholder Injections which have been applied to cure a Financial Covenant Event of Default pursuant to Clause 26.4(b)(i) (Equity Cure Rights));

(c)            Permitted Financial Indebtedness (other than for determining amounts available to be used in making Permitted Payments);

(d)            Retained Cash;

(e)            IPO Proceeds;

(f)            Closing Overfunding; and

(g)            cash and Cash Equivalent Investments held by members of the Group provided that such cash and Cash Equivalent Investments would otherwise have been able to be used at that time to make a Permitted Payment,

in each case to the extent any such amount is Not Otherwise Applied;

2 | 407

Acceptable Nation has the meaning given to that term in the definition of Cash Equivalent Investments;

Accession Deed means a document substantially in the form set out in Schedule 6 (Form of Accession Deed) or any other form agreed between the Agent and the Company (each acting reasonably);

Accounting Principles means, in respect of the Company, another member of the Group or Target Group, IFRS or the accounting principles applicable to it in its jurisdiction of incorporation (including IFRS and generally accepted accounting principles in Finland (if applicable)), in each case to the extent applicable to the relevant financial statements and as applied by the Company or such other member of the Group or Target Group from time to time;

Accounting Reference Date means 31 December (unless changed in accordance with Clause 25.6 (Agreed Accounting Principles) in which case the new date will apply);

Acquired Indebtedness means indebtedness incurred by an Acquired Person or Asset (whether or not incurred by such person in connection with such person becoming a Restricted Subsidiary of the Parent or such acquisition);

Acquired Person or Asset means:

(a)            a person or any of its Subsidiaries that becomes a Restricted Subsidiary after the Closing Date;

(b)            a person which is not a Restricted Subsidiary that merges with or into or consolidates or otherwise combines with any Restricted Subsidiary after the Closing Date; or

(c)            assets of any person listed in paragraph (a) or (b) above or otherwise acquired after the Closing Date;

Acquisition means the acquisition by the Company of all or part of the Target Shares to be consummated: (i) by way of Offer in accordance with and on the terms of the Acquisition Documents; (ii) provided that the Minimum Acceptance Threshold has been achieved, any Subsequent Offer (iii) by way of purchases of Target Shares on the open market or from the Investors; and/or (iv) in accordance with the Squeeze-Out Procedure;

Acquisition Costs means all fees, commissions, costs and expenses, stamp, registration and other Taxes incurred by the Parent or any other member of the Group in connection with the Acquisition or the negotiation, preparation, execution, notarisation and registration of the Transaction Documents together with all fees, commissions, costs and expenses incurred by the Group (including the Target Group) in connection with the Acquisition (including any costs, fees and expenses incurred in connection with the Offer) or the Transaction Documents (including the payment of any make-whole costs and other costs in relation thereto, Hedging Costs and all payments made to any Hedge Counterparty, and all fees, costs and expenses incurred, by any member of the Group (including the Target Group) in connection with the close-out or termination on or about the Closing Date of any financing agreements or hedging arrangements in respect of which any member of the Group (including the Target Group) was a party (including in respect of interest rate, exchange rate and commodity price risk hedging));

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Act means the Finnish Securities Market Act (746/2012, as amended; arvopaperimarkkinalaki);

Acquisition Documents means:

(a)            the Combination Agreement;

(b)            the Offer Document; and

(c)            any other document designated in writing as an “Acquisition Document” by (i) the Parent or the Company and (ii) the Agent.

Acquisition Tax Structure Memorandum has the meaning given to that term in paragraph 7 (Structure Memorandum) of Part I (Conditions Precedent to the Closing Date) of Schedule 2 (Conditions Precedent);

Additional Borrower means a person which becomes a Borrower in accordance with Clause 31 (Changes to the Obligors);

Additional Business Day means any day specified as such in the applicable Compounded Rate Terms;

Additional Facility means one or more additional facilities made available pursuant to Clause 2.2 (Additional Facility) which are documented under this Agreement including as new or existing facility commitment(s) and/or as an additional tranche or class of, or an increase of, or an extension of, any existing Facility or a previously incurred Additional Facility (including, in each case, term or revolving facilities, and including any Additional Revolving Facility);

Additional Facility Borrower means any member of the Group which is specified as a borrower under an Additional Facility in the applicable Additional Facility Notice and which (a) is a Borrower under this Agreement or (b) accedes as an Additional Borrower in accordance with Clause 31 (Changes to the Obligors), unless, in each case, it has ceased to be a Borrower in accordance with Clause 31 (Changes to the Obligors);

Additional Facility Commencement Date means in respect of an Additional Facility, the date, as elected by the Company, specified as the Additional Facility Commencement Date (being any date when the relevant Additional Facility is committed or available for utilisation) in the Additional Facility Notice relating to that Additional Facility;

Additional Facility Commitment means:

(a)            in relation to an Additional Facility Lender, the amount in the Base Currency set out in each Additional Facility Notice signed by that Additional Facility Lender and the amount of any other Additional Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facility) or Clause 2.3 (Increase); and

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(b)            in relation to any other Lender, the amount in the Base Currency of any Additional Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facility) or Clause 2.3 (Increase),

to the extent:

(i)            not cancelled, reduced or transferred by it under this Agreement; and

(ii)          not deemed to be zero pursuant to Clause 30 (Restriction on Debt Purchase Transactions);

Additional Facility Lender means any Lender or other bank, financial institution, fund, entity or other person which signs an Additional Facility Notice and confirms its willingness to provide all or a part of an Additional Facility;

Additional Facility Lender Accession Notice means a notice substantially in the form set out in Part I of Schedule 14 (Additional Facility) or any other form agreed between the Agent and the Parent (each acting reasonably);

Additional Facility Loan means a loan made or to be made under any Additional Facility or the principal amount outstanding for the time being of that loan (including any amount which is outstanding prior to the relevant Additional Facility Commencement Date);

Additional Facility Notice means, in respect of an Additional Facility, a notice substantially in the form set out in Part II of Schedule 14 (Additional Facility) or any other form agreed between the Agent and the Company (each acting reasonably)) delivered by the Company to the Agent in accordance with Clause 2.2 (Additional Facility);

Additional Guarantor means an entity which becomes an Additional Guarantor in accordance with Clause 31 (Changes to the Obligors);

Additional Obligor means an Additional Borrower or an Additional Guarantor;

Additional Revolving Facility means any Additional Facility which is designated as a Revolving Facility in an Additional Facility Notice;

Additional Revolving Facility Borrower means an Original Borrower or any member of the Group which (a) is specified as a borrower under an Additional Revolving Facility in the applicable Additional Facility Notice and which is a Borrower under this Agreement or (b) accedes as an Additional Borrower under the Revolving Facility in accordance with Clause 31 (Changes to the Obligors), unless, in each case, it has ceased to be a Revolving Facility Borrower in accordance with Clause 31 (Changes to the Obligors);

Additional Revolving Facility Commitment means:

(a)             in relation to an Additional Revolving Facility Lender, the amount in the Base Currency set out in each Additional Facility Notice signed by that Additional Revolving Facility Lender and the amount of any other Additional Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facility) or Clause 2.3 (Increase); and

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(b)            in relation to any other Lender, the amount in the Base Currency of any Additional Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facility) or Clause 2.3 (Increase),

to the extent:

(i)            not cancelled, reduced or transferred by it under this Agreement; and

(ii)            not deemed to be zero pursuant to Clause 30 (Restriction on Debt Purchase Transactions);

Additional Revolving Facility Lender means any Lender or other bank, financial institution, fund, entity or other person which signs an Additional Facility Notice and confirms its willingness to provide all or a part of an Additional Revolving Facility;

Additional Revolving Facility Loan means a loan made or to be made under any Additional Revolving Facility or the principal amount outstanding for the time being of that loan (including any amount which is outstanding prior to the relevant Additional Facility Commencement Date);

Additional Revolving Facility Utilisation means an Additional Revolving Facility Loan or a Letter of Credit issued or to be issued under an Additional Revolving Facility;

Affiliate means in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

Agency Fee Letter means the fee letter dated on or about the date of this Agreement from the Agent to the Company;

Agent’s Spot Rate of Exchange means:

(a)            the spot rate of exchange as displayed by ICE Data Services; or

(b)            any other commercially available spot rate of exchange selected by the Agent (acting reasonably),

in each case for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00am on a particular day;

Agreed Certain Funds Obligor means the Parent, the Company and any member of the Group designated as an “Agreed Certain Funds Obligor” by the Company and the relevant Revolving Facility Lenders or Additional Facility Lenders who have agreed to provide an Agreed Certain Funds Utilisation in accordance with the provisions of Clause 4.6 (Utilisations of Revolving Facility/Additional Facility during the Agreed Certain Funds Period);

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Agreed Certain Funds Period means:

(a)            in respect of any Revolving Facility which all of the relevant Revolving Facility Lenders have agreed shall be provided on a “certain funds basis” in accordance with the provisions of Clause 4.6 (Utilisations of Revolving Facility/Additional Facility during the Agreed Certain Funds Period), the period specified in a notice delivered by the Company and the relevant Revolving Facility Lenders to the Agent; and

(b)            in respect of an Additional Facility which all of the Additional Facility Lenders providing such Additional Facility have agreed shall be provided on a “certain funds basis” in accordance with the provisions of Clause 4.6 (Utilisations of Revolving Facility/Additional Facility during the Agreed Certain Funds Period), the period specified in the relevant Additional Facility Notice;

Agreed Certain Funds Utilisation means:

(a)            in respect of any Revolving Facility which all of the relevant Revolving Facility Lenders have agreed shall be provided on a “certain funds basis” in accordance with the provisions of Clause 4.6 (Utilisations of Revolving Facility/Additional Facility during the Agreed Certain Funds Period), a Utilisation made or to be made under the relevant Revolving Facility during the Agreed Certain Funds Period solely for any of the purposes agreed with the relevant Revolving Facility Lenders; and

(b)            in respect of an Additional Facility which all of the Additional Facility Lenders providing such Additional Facility have agreed shall be provided on a “certain funds basis” in accordance with the provisions of Clause 4.6 (Utilisations of Revolving Facility/Additional Facility during the Agreed Certain Funds Period), a Utilisation made or to be made under the relevant Additional Facility during the Agreed Certain Funds Period solely for any of the purposes agreed with the relevant Additional Facility Lenders providing such Additional Facility;

Agreed Security Principles means the principles set out in Schedule 11 (Agreed Security Principles);

Amortising Facility means an Additional Facility which is a Term Facility which is repayable by instalments (as set out in the applicable Additional Facility Notice);

Amortising Facility Commitment means any Commitment under an Amortising Facility;

Amortising Facility Loan means a Loan made or to be made under an Amortising Facility;

Amortising Facility Repayment Date means each date set out in the relevant Additional Facility Notice for that Additional Facility which is an Amortising Facility;

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Amortising Facility Repayment Instalment means each repayment instalment in relation to an Amortising Facility calculated and payable in accordance with the provisions of paragraph (a)(i) of Clause 10.2 (Repayment of Additional Facility Loans);

Ancillary Commencement Date means, in relation to an Ancillary Facility or Fronted Ancillary Facility (as the case may be), the date on which that Ancillary Facility or Fronted Ancillary (as the case may be) is first made available whether or not drawn, which date shall be a Business Day within the Availability Period for the relevant Revolving Facility;

Ancillary Commitment means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under Clause 9 (Ancillary Facilities), in each case as notified by the Ancillary Lender to the Agent pursuant to Clause 9.2 (Availability) to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility;

Ancillary Document means each document relating to or evidencing the terms of an Ancillary Facility or a Fronted Ancillary Facility (as the case may be);

Ancillary Facility has the meaning given to that term in Clause 9.2 (Availability);

Ancillary Lender means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 9 (Ancillary Facilities);

Ancillary Outstandings means, at any time:

(a)            in relation to an Ancillary Lender and an Ancillary Facility then in force the aggregate of the equivalents (as calculated by that Ancillary Lender) in the Base Currency of the following amounts outstanding under that Ancillary Facility:

(i)             the principal amount under each overdraft facility and on-demand short term loan facility (provided that, for the purposes of this definition, any amount of any outstanding utilisation under any BACS facility, other intra-day exposure facilities (or similar) made available by an Ancillary Lender shall be excluded, unless, in relation to that Ancillary Facility, otherwise agreed between the Company and the relevant Ancillary Lender);

(ii)             the principal face value amount of each guarantee, bond and letter of credit under that Ancillary Facility; and

(iii)            the amount fairly representing the aggregate principal or equivalent outstanding (excluding interest and similar charges) of that Ancillary Lender under each other type of accommodation provided under that Ancillary Facility,

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(b)            in relation to a Fronted Ancillary Facility and Fronting Ancillary Lender or Fronted Ancillary Lender, the aggregate amounts (in the Base Currency as calculated by the relevant Fronting Ancillary Lender or Fronted Ancillary Lender) outstanding as referred to in paragraphs (a)(i), (ii) and (iii) above (where, for this purpose, references in paragraph (a) above to Ancillary Lender shall be read as Fronting Ancillary Lender and Fronted Ancillary Lender, and references to Ancillary Facility should be read as Fronted Ancillary Facility) under that Fronted Ancillary Facility,

in each case net of any credit balances on any account of any Borrower of an Ancillary Facility or Fronted Ancillary Facility with the Ancillary Lender or Fronting Ancillary Lender making available that Ancillary Facility or Fronted Ancillary Facility to the extent that the credit balances are freely available to be set off by that Ancillary Lender or Fronting Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility or Fronted Ancillary Facility and in each case as determined by such Ancillary Lender or Fronting Ancillary Lender and Fronted Ancillary Lender(s), acting reasonably and in accordance with the relevant Ancillary Document, or (if not provided for in the relevant Ancillary Document), after consultation with the relevant Borrower, in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.

For the purposes of this definition:

(a)             in relation to any Utilisation denominated in the Base Currency, the amount of that Utilisation (determined as described in paragraphs (a) to (b) above) shall be used; and

(b)            in relation to any Utilisation not denominated in the Base Currency, the equivalent (calculated as specified in the relevant Ancillary Document or, if not so specified, as the relevant Ancillary Lender or Fronting Ancillary Lender may specify, in each case in accordance with its usual practice at that time for calculating that equivalent in the Base Currency (acting reasonably)) of the amount of that Utilisation (determined as described in paragraphs (a) to (b) above) shall be used;

Annual Compliance Certificate means a certificate substantially in the form set out in Part II of Schedule 8 (Form of Annual Compliance Certificate) and delivered by the Parent to the Agent under paragraph (b) of Clause 25.3 (Compliance Certificates);

Annual Financial Statements has the meaning given to it in Clause 25.1 (Financial statements);

Anti-Bribery Laws means: (i) the US Foreign Corrupt Practices Act of 1977; (ii) the UK Bribery Act 2010; and (iii) any other law, regulation or other legally binding measure of any Relevant Jurisdiction applicable to an Obligor that relates to bribery or corruption;

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Applicable Test Date means, in relation to determining or testing any financial covenant, ratio or incurrence based permission, test or basket (including any financial definitions or components thereof and any basket based on the calculation of Consolidated Pro Forma EBITDA, the Consolidated Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio or LTM EBITDA of the Group) for the purposes of this Agreement and at the option of the Company the following basis, testing date and relevant information shall apply:

(a)            the most recent Quarter Date for which Financial Statements have been delivered pursuant to the terms of this Agreement (or, at the option of the Company, in relation to the most recently completed Relevant Period for which the Company has sufficient available information to be able to determine any such financial covenant, ratio or incurrence based permission, test or basket (including any financial definitions or components thereof and any basket based on the calculation of Consolidated Pro Forma EBITDA, the Consolidated Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio or LTM EBITDA) provided that such information is provided to the Finance Parties); or

(b)            in respect of any Additional Facility, Permitted Alternative Debt, Permitted Acquired Indebtedness, Permitted Payment, Permitted Junior Debt Payment or other incurrence based permission, the most recent Quarter Date for which Financial Statements have been delivered pursuant to the terms of this Agreement (or, at the option of the Company, in relation to the most recently completed Relevant Period for which the Company has sufficient available information to be able to determine any such financial covenant, ratio or incurrence based permission, test or basket (including any financial definitions or components thereof and any basket based on the calculation of Consolidated Pro Forma EBITDA, the Consolidated Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio or LTM EBITDA), provided that such information is provided to the Finance Parties) prior to, at the election of the Company (to the extent applicable to the relevant incurrence test): (i) the Additional Facility Commencement Date, Permitted Alternative Debt Commencement Date, Permitted Acquired Indebtedness Commencement Date or the date on which the relevant Permitted Payment, Permitted Junior Debt Payment or other action based on an incurrence based permission, is committed to be made (as applicable); or (ii) the date of any incurrence of all or part of such Additional Facility, Permitted Alternative Debt, Permitted Acquired Indebtedness or the making of any such Permitted Payment, Permitted Junior Debt Payment or other action based on an incurrence based permission is taken, as the case may be,

provided that if no Financial Statements have yet been delivered since the Closing Date, references above to the most recent Quarter Date shall be replaced with the Closing Date, using the financial information as set out in the Base Case Model and for any testing of any such financial covenant, ratio or incurrence based permission, test or basket (including any financial definitions or components thereof and any basket based on the calculation of Consolidated Pro Forma EBITDA, the Consolidated Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio or LTM EBITDA) Consolidated EBITDA shall be determined by reference to the Opening Consolidated EBITDA and Consolidated Financial Interest Expenses shall be determined by reference to projected Consolidated Financial Interest Expenses, for the first 12 Months following the Closing Date as set out in the Base Case Model;

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Approved Existing Ancillary Facility means the ancillary facilities or other facilities of the type described in Clause 9.1 (Type of Facility) made available to the Group (including the Target Group) by a Lender or its Affiliate which prior to the Control Date are agreed and designated in writing as Approved Existing Ancillary Facilities by the Company and the Lender or its Affiliate which will provide those ancillary facilities as Ancillary Facilities under this Agreement in place of a corresponding part of that Lender’s unutilised Revolving Facility Commitments and promptly notified to the Agent;

Approved List means the list of lenders and potential lenders agreed by the Company and the Mandated Lead Arrangers before the date of this Agreement and held by the Agent (as the same may be amended from time to time pursuant to paragraph (cc) of Clause 29.3 (Conditions of assignment or transfer));

Arc’teryx Brand means the Arc’teryx trade marks to the extent registered with, or subject to an application to register with, a national or international registry (including the European Union Intellectual Property Office);

Arrangement Fee Letter means the fee letter dated on or about the date of this Agreement from the Mandated Lead Arrangers to the Company;

Assignment Agreement means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee provided that if that other form does not contain an undertaking substantially similar to the undertaking set out in the form set out in Schedule 5 (Form of Assignment Agreement) it shall not be a Creditor/Agent Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement;

Auditors means any firm of independent accountants appointed by the Parent (or, if applicable, the relevant member of the Group, or a Holding Company of the Parent) as its auditors from time to time;

Auditors’ Determination has the meaning given to that term in Clause 23.15 (German Guarantee Limitation);

Austrian Guarantor has the meaning given to that term in Clause 23.18 (Austrian Guarantee Limitation);

Austrian Capital Maintenance Rules has the meaning given to that term in Clause 23.18 (Austrian Guarantee Limitation);

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Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration, in each case required by any applicable law or regulation;

Availability Period means:

(a)            in relation to Facility B, the period from and including the date of this Agreement to (and including) the last day of the Certain Funds Period applicable to it;

(b)            in relation to the Original Revolving Facility the period from (and including) the first utilisation of Facility B to (and including) the date falling one Month prior to the Termination Date applicable to the Original Revolving Facility: and

(c)            in relation to any Additional Facility Commitments, the period specified in the notice delivered by the Company in accordance with Clause 2.2 (Additional Facility) for those Additional Facility Commitments;

Available Amount means at any time, an amount equal to, without duplication (including no duplication (x) in respect of any amounts applied towards a permitted purpose as Acceptable Funding Sources; or (y) in respect of Retained Cash where the CNI Growth Amount is part of the same permission) the sum of:

(a)            €63,000,000 or, if higher, an amount equal to 20 per cent of LTM EBITDA; plus

(b)            Retained Cash; plus

(c)            the amount of any New Shareholder Injection made after the Closing Date (excluding: (i) any amounts contributed to the Parent in accordance with paragraph (u) of the definition of Permitted Payment; and (ii) any New Shareholder Injections which have been applied to cure a Financial Covenant Event of Default pursuant to Clause 26.4(b)(i) (Equity Cure Rights)); plus

(d)            Closing Overfunding; plus

(e)            IPO Proceeds; plus

(f)             Permitted Financial Indebtedness (other than for determining amounts to be used in making Permitted Payments); plus

(g)            Excluded Disposal Proceeds (and other proceeds of Permitted Disposals to the extent not required to be applied in prepayment of the Facilities) and proceeds received by the Group of any insurance claim (or series of related insurance claims) or any claim in respect or in connection with the Reports or the Acquisition; plus

(h)            cash and Cash Equivalent Investments held by members of the Group provided that such cash and Cash Equivalent Investments would otherwise have been able to be used at that time to make a Permitted Payment (excluding any permissions to the extent required to be funded from the Available Amount); plus

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(i)             the aggregate principal amount of any Financial Indebtedness of the Parent or any Restricted Subsidiary issued after the Closing Date (other than Financial Indebtedness issued to the Parent or a Restricted Subsidiary), which has been converted into or exchanged for equity and/or Shareholder Loans, together with the fair market value of any Cash Equivalent Investments and the fair market value (as reasonably determined by the Company) of any property or assets received by the Group upon such exchange or conversion, in each case, during the period from (and including) the day immediately following the Closing Date through (and including) such time; plus

(j)             the aggregate amount of Net Cash Proceeds received by the Parent or any Restricted Subsidiary during the period from (and including) the day immediately following the Closing Date through (and including) such time in connection with the disposal to a person (other than the Parent or any Restricted Subsidiary) of any investment funded using the Available Amount (in whole or in part); plus

(k)            to the extent not already reflected as a return of capital with respect to such investment for purposes of determining the amount of such investment, the aggregate amount of proceeds received by the Parent or any Restricted Subsidiary during the period from (and including) the day immediately following the Closing Date through (and including) such time in connection with cash returns, cash profits, cash distributions and similar cash amounts (including cash interest and/or principal repayments of loans), in each case received in respect of any investment made after the Closing Date using the Available Amount (in whole or in part) (in an amount not to exceed the original amount of such investment); plus

(l)            an amount equal to the sum of:

(i)             the amount of any investment made by the Parent or any Restricted Subsidiary using the Available Amount in any Unrestricted Subsidiary (in an amount not to exceed the original amount of such investment) that has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or is liquidated, wound up or dissolved into, the Parent or any Restricted Subsidiary; and

(ii)            the fair market value (as reasonably determined by the Company) of the property or assets of any Unrestricted Subsidiary that have been transferred, conveyed or otherwise distributed (in an amount not to exceed the original amount of the investment in such Unrestricted Subsidiary) to the Parent or any Restricted Subsidiary;

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in each case, during the period from (and including) the day immediately following the Closing Date through (and including) such time and to the extent such amount is Not Otherwise Applied;

Available Ancillary Commitment means in relation to an Ancillary Facility or a Fronted Ancillary Facility, an Ancillary Lender’s Ancillary Commitment or a Fronted Ancillary Lender’s Fronted Ancillary Commitment or a Fronting Ancillary Lender’s Fronting Ancillary Commitments (which in the case of a multi-account overdraft, for the purpose of this definition, shall be the Designated Net Amount, unless, in relation to any Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment, otherwise agreed between the Company and the relevant Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender) less the Ancillary Outstandings in relation to that Ancillary Facility or, in the case of a Fronted Ancillary Facility, that Fronted Ancillary Lender’s or Fronting Ancillary Lender’s proportion of the Ancillary Outstandings;

Available Commitment means, in relation to a Facility, a Lender’s Commitment under that Facility minus (subject to Clause 9.8 (Affiliates of Lenders as Ancillary Lenders, Fronted Ancillary Lenders or Fronting Ancillary Lenders) and as set out below):

(a)            the Base Currency Amount of its participation in any outstanding Utilisations under that Facility and, in the case of a Revolving Facility only, the Base Currency Amount of the aggregate of its (and its Affiliate’s) Ancillary Commitments, Fronted Ancillary Commitments and Fronting Ancillary Commitments; and

(b)            in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made under that Facility on or before the proposed Utilisation Date and, in the case of a Revolving Facility only, the Base Currency Amount of its (and its Affiliate’s) Ancillary Commitment, Fronted Ancillary Commitments and Fronting Ancillary Commitments (which in the case of a multi-account overdraft, for the purpose of this definition, shall be the Designated Net Amount) in relation to any new Ancillary Facility or Fronted Ancillary Facility that is due to be made available on or before the proposed Utilisation Date.

For the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation under a Revolving Facility only, the following amounts shall not be deducted from a Lender’s Commitment under that Revolving Facility:

(i)             that Lender’s (or its Affiliate’s) participation in any Revolving Facility Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date; and

(ii)            that Lender’s (or its Affiliate’s) Ancillary Commitments, Fronted Ancillary Commitments and Fronting Ancillary Commitments to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date;

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Available Facility means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility;

Bank Levy means any amount payable by any Finance Party or any of its Affiliates:

(a)            on the basis of, or in relation to, its balance sheet or capital base or any part of that person or its liabilities or minimum regulatory capital or any combination thereof (including, without limitation, the UK bank levy as set out in the Finance Act 2011);

(b)            pursuant to the tax surcharge on banking companies as set out in Chapter 14 of Part 7A of the UK’s Corporation Tax Act 2010; and

(c)            any financial activities taxes (or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated 22 February 2011,

and in each case, any other levy or tax in any jurisdiction levied on a similar basis or for a similar purpose which has been enacted and/or which has been formally announced as proposed as at the date of this Agreement, or (if applicable), in respect of any party that accedes as a Lender after the date of this Agreement, as at the date of such accession;

Base Case Model means the financial model relating to the Group and delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent);

Base Currency means:

(a)            for Facility B and the Original Revolving Facility, euro; and

(b)            in relation to any Additional Facility, as agreed between the Company and the applicable Additional Facility Lenders;

Base Currency Amount means:

(a)            in relation to a Utilisation of Facility B or the Original Revolving Facility, the amount specified in the Utilisation Request delivered by a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement);

(b)            in relation to an Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Company pursuant to Clause 9.2 (Availability) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before the Ancillary Commencement Date for that Ancillary Facility or Fronted Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment or Fronted Ancillary Commitment and Fronting Ancillary Commitment in accordance with the terms of this Agreement); and

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(c)            in relation to an Additional Facility Commitment, the amount specified as such in the Additional Facility Notice delivered to the Agent by the Company pursuant to Clause 2.2 (Additional Facility) (or, if the amount specified is not denominated in the Base Currency, that amount of the Additional Facility converted into the Base Currency at an exchange rate used by the Company (acting reasonably and in good faith) and notified to the Agent or if the Company has not notified to the Agent, such conversion rate at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before the Additional Facility Commencement Date for that Additional Facility or, if later, the Applicable Test Date in relation thereto,

as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation, or utilisation under an Ancillary Facility or Fronted Ancillary Facility or (as the case may be) cancellation or reduction of an Ancillary Facility or Fronted Ancillary Facility;

Beneficial Ownership Regulation means 31 C.F.R. § 1010.230;

Board of Directors means:

(a)            with respect to the Company or any company or corporation, the board of directors or managers, as applicable, of that company or corporation, or any duly authorised committee thereof;

(b)            with respect to any partnership, the board of directors or other governing body of the general partner of that partnership or any duly authorised committee thereof; and

(c)            with respect to any other person, the board or any duly authorised committee of that person serving a similar function.

Whenever any provision requires any action or determination to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made if approved by a majority of the directors (excluding employee representatives, if any) on any such Board of Directors (whether or not such action or approval is taken as part of a formal board meeting or as a formal board approval);

Borrower means:

(a)            in the case of Facility B, the Facility B Borrowers;

(b)            in the case of a Revolving Facility, a Revolving Facility Borrower;

(c)            in the case of an Additional Facility, the relevant Additional Facility Borrower(s); and

(d)            in the case of a Replacement Facility, the relevant Replacement Facility Borrower(s);

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Break Costs means, in respect of any Loan, the amount (if any) by which:

(a)            the interest (excluding the Margin and the effect of any applicable Term Reference Rate floor) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)            the amount which that Lender would be able to obtain by placing an amount equal to the principal amount of that Loan or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period;

Bridging Debt means any Financial Indebtedness which is incurred or committed with an initial maturity of, or about, one (1) year or less as a bridge to the incurrence of any other indebtedness which is (x) permitted by the terms of this Agreement and (y) is intended to be in the form of bonds, notes or other equivalent security issuance, and which is intended to be:

(a)            repaid in full with the proceeds of such bonds, notes or other equivalent securities; or

(b)            converted or exchanged on or about (or prior to) one year from the incurrence of the relevant Bridging Debt on terms customary for an instrument of that type into term loans or other bonds, notes or other equivalent securities;

Budget means:

(a)            in relation to the period ending on 31 December 2019, the Base Case Model until such time (if any) as such Budget is replaced in accordance with the provisions of paragraph (b) of Clause 25.2 (Budget); and

(b)            in relation to any Financial Year commencing on or after 1 January 2020, any budget delivered to the Agent in respect of that period as contemplated in paragraph (a) of Clause 25.2 (Budget),

in each case in relation to the Group;

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Helsinki, Hong Kong and Dublin and:

(a)            (in relation to any date for payment or purchase in respect of a Term Rate Loan denominated in a currency other than euro) the principal financial centre of the country of that currency;

(b)            (in relation to any date for payment or purchase of euro) any TARGET Day;

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(c)            (in relation to the fixing of an interest rate in relation to Term SOFR), any US Government Securities Business Day; or

(d)            (in relation to:

(i)            any date for payment or purchase of a Compounded Rate Currency; or

(ii)            the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan, or otherwise in relation to the determination of the length of such an Interest Period),

an Additional Business Day relating to that currency or that Loan or Unpaid Sum;

Canadian Obligor means any Obligor incorporated, formed or otherwise organized under the laws of Canada or any province or territory thereof;

Capital Impairment has the meaning given to that term in Clause 23.15 (German Guarantee Limitation);

Cash Equivalent Investments means, at any time:

(a)            debt securities or other investments in marketable debt obligations issued or guaranteed by the United States, the United Kingdom, Switzerland, Japan, Canada, any member state of the European Union, Australia or any other state which has a rating for its short-term unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services Limited or by an instrumentality or agency of any such government having an equivalent credit rating or which state has been approved by the Agent (acting on the instructions of the Majority Lenders) (each an Acceptable Nation) or any agency thereof and having not more than one year to final maturity;

(b)            certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(c)            any investment in marketable debt obligations issued or guaranteed by any government of any Acceptable Nation, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(d)            commercial paper not convertible or exchangeable to any other security:

(i)            for which a recognised trading market exists;

(ii)            which matures within one year after the relevant date of calculation; and

(iii)            which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its short-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

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(e)            bills of exchange issued in the United States, the United Kingdom, Switzerland, Japan, Canada, any member state of the European Union, Australia or any other Acceptable Nation or, in each case, any agency thereof and eligible for rediscount at the relevant central bank and accepted by a bank (or their dematerialised equivalent);

(f)            any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services Limited; (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (e) above; or (iii) can be turned into cash on not more than thirty (30) days’ notice; or

(g)            any other debt security approved by the Majority Lenders,

in each case, to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Permitted Security);

CEO means the chief executive officer of the Group or, if no chief executive officer is appointed, such other person fulfilling the functions of chief executive officer of the Group;

Central Bank Rate has the meaning given to that term in the applicable Compounded Rate Terms;

Central Bank Rate Adjustment has the meaning given to that term in the applicable Compounded Rate Terms;

Certain Funds Entities means the Parent, the Company and Canada Bidco;

Certain Funds Period means the period from and including the date of this Agreement until the earliest of:

(a)            11.59 pm (Helsinki time) on the date 10 months plus 15 Business Days (as defined in the Combination Agreement) after the date of the Combination Agreement;

(b)            the date on which the Company confirms to the Agent in writing (which confirmation shall be given as soon as reasonably practicable after the Company becomes aware of each of the following events) that the Offer has permanently lapsed (and that the Company does not intend to extend or otherwise amend the Offer) or been withdrawn by the Company (and, in each case, no new, amended or replacement Offer has been or is intended to be made or such new, amended or replacement Offer is made or intended to be made with a minimum acceptance threshold of ninety (90) per cent. or less or the offer price in respect of such new, amended or replacement offer is increased above the level contemplated in the Combination Agreement immediately prior to such lapse unless such increase is funded by equity in and/or Shareholder Loans advanced to the Parent); and

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(c)            11.59pm (UK time) on the Closing Date (or, in respect of the Original Revolving Facility only, 11.59pm (UK time) on the date five Business Days after the Closing Date),

provided that, for the avoidance of doubt, any amendments to the terms or conditions of an Offer permitted by this Agreement shall not constitute a lapse, termination or withdrawal for the purposes of this definition;

Certain Funds Utilisation means a Utilisation made or to be made during the Certain Funds Period;

CFC means a member of the Group that is a non-US Subsidiary of a US Obligor and a “controlled foreign corporation” within the meaning of section 957 of the Internal Revenue Code; provided, however, that notwithstanding anything to the contrary, any Obligor (or its successor) that is not a CFC on the date it becomes an Obligor (or its successor) shall not be treated as CFC even if it otherwise meets the definition (including as a result of a restructuring) after such date;

CFO means the chief financial officer or finance director of the Group or, if no chief financial officer or finance director is appointed, such other person fulfilling the functions of chief financial officer or finance director of the Group;

Change of Control means:

(a)            at any time prior to a Listing, the Relevant Holders, taken together, cease to:

(i)             beneficially own (directly or indirectly) share capital providing the right to cast at least 50.1 per cent. of the votes that may be cast at a shareholder meeting of the Parent; or

(ii)            directly or indirectly have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to appoint directors or other equivalent officers of the Parent which control the majority of the votes which may be cast at a meeting of the Board of Directors of the Parent; or

(b)            on and from the date of a Listing, any person or group of persons acting in concert (other than the Relevant Holders (or any person controlled by any of the Relevant Holders)) gains control of share capital providing the right to cast more than 50 per cent. of the votes at a general meeting of the Parent; or

(c)            the Parent ceases to own (directly) all of the issued shares in the Company,

other than pursuant to a Permitted Reorganisation or a Permitted Transaction or with the consent of the Majority Lenders, and for the purposes of this definition, acting in concert means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition and/or ownership of voting shares in the Parent, to obtain or consolidate control (directly or indirectly) of the Parent provided that any persons voting in the same or consistent manner at any shareholder or general meeting of the Parent will not be considered to be acting in concert by virtue only of exercising their votes in such manner;

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Charged Property means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security;

Clean-up Period has the meaning given to it in Clause 28.16 (Clean-Up Period);

Closing Date means the date on which first payment is made to the shareholders of the Target as required by the Offer in accordance with the Acquisition Documents provided that the Closing Date shall, for the purposes of this Agreement, be deemed not to have occurred unless and until first drawdown under Facility B has occurred;

Closing Date Shareholder Loan means any loans, notes, bonds or like instruments issued by, or made to, the Parent constituting part of the Minimum Sponsor Equity Investment and/or Closing Overfunding which are subordinated to the Facilities as “Subordinated Liabilities” pursuant to the Intercreditor Agreement or otherwise on terms satisfactory to the Agent (acting reasonably) and which in any case (but subject to the Agreed Security Principles) are subject to Transaction Security on terms substantially the same as any other Transaction Security governing the assignment of rights over shareholder loans, notes, bonds or like instruments governed by the same law or, otherwise, on terms in accordance with the Agreed Security Principles or otherwise satisfactory to the Majority Lenders (acting reasonably);

Closing Overfunding means the aggregate amount invested in the Parent by way of:

(a)            any subscription for shares issued by, and any capital contributions to, the Parent; and/or

(b)            any amount made available by way of Closing Date Shareholder Loans,

on or around the Closing Date and identified as “Closing Overfunding” in the Funds Flow Statement to the extent Not Otherwise Applied provided that no amounts that are identified as being invested for the purposes of financing the Acquisition of any Target Shares or repaying Financial Indebtedness of the Target Group may be identified as “Closing Overfunding”;

CNI Growth Amount means, at any date of determination, an amount equal to 50% of Consolidated Net Income for the period (treated as one accounting period) from the first Quarter Date following the Closing Date to the end of the most recent Quarter Date prior to such date of determination, to the extent any such amount is Not Otherwise Applied;

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Combination Agreement means the combination agreement between the Company and the Target in connection with or in relation to the Offer dated 7 December 2018;

Commitment means a Facility B Commitment, a Revolving Facility Commitment and an Additional Facility Commitment;

Commitment Letter means the commitment letter dated 19 December 2018 between, among others, the Mandated Lead Arrangers and the Company entitled “Project Babylon – Commitment Letter”;

Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute;

Compliance Certificate means an Annual Compliance Certificate, a Quarterly Compliance Certificate or a Margin Compliance Certificate;

Compounded Rate Currency means:

(a)            any Rate Switch Currency in respect of which the Rate Switch Date has occurred; and

(b)            in circumstances where Term SOFR is unavailable in accordance with the terms of Clause 16.5 (Unavailability of Term SOFR), USD;

Compounded Rate Interest Payment means the aggregate amount of interest that:

(a)            is, or is scheduled to become, payable under any Finance Document; and

(b)            relates to a Compounded Rate Loan;

Compounded Rate Loan means any Loan or, if applicable, Unpaid Sum in a Compounded Rate Currency which is, or becomes, a “Compounded Rate Loan”;

Compounded Rate Supplement means, in relation to any currency, a document which:

(a)            is delivered by the Company to the Agent; and

(b)            specifies for that currency the relevant terms which are expressed in this Agreement to be determined by reference to Compounded Rate Terms,

provided that no Majority Lender Objection has occurred and is continuing in respect of such document and the Agent (acting reasonably and in good faith) has confirmed that it is practicable for the Agent to administer the terms contemplated in such document;

Compounded Rate Terms means, in relation to a currency and:

(a)            a Loan or an Unpaid Sum in that currency;

(b)            an Interest Period for such a Loan or Unpaid Sum (or other period for the accrual of commission or fees in respect of that currency); or

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(c)            any term of this Agreement relating to the determination of a rate of interest in relation to such a Loan or Unpaid Sum in that currency,

the terms set out for that currency (if any) in Schedule 19 (Compounded Rate Terms) or in any Compounded Rate Supplement;

Compounded Reference Rate means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:

(a)            the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

(b)            the applicable Credit Adjustment Spread;

Confidential Information means all information relating to the Parent, any Obligor, the Group, the Target Group, the Investors, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

(a)            the Parent, any member of the Group, any Investor, the Target Group or any of their respective advisers; or

(b)            another Finance Party, if the information was obtained by that Finance Party directly or indirectly from the Parent, any member of the Group, any Investor, the Target Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)            is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 42 (Confidentiality);

(ii)            is identified in writing at the time of delivery as non-confidential by the Parent, any member of the Group, the Target Group or any of its advisers; or

(iii)            is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Parent, the Group or the Target Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality;

Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA on the date of this Agreement or in any other form agreed between the Company and the Agent, and in any case capable of being relied upon by, and not capable of being materially amended without the consent of, the Company;

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Consolidated EBITDA has the meaning given to that term in Clause 26.1 (Financial definitions);

Consolidated Financial Interest Expenses has the meaning given to that term in Clause 26.1 (Financial definitions);

Consolidated Net Income has the meaning given to that term in Clause 26.1 (Financial definitions);

Consolidated Net Leverage Ratio has the meaning given to that term in Clause 26.1 (Financial definitions);

Consolidated Pro Forma EBITDA has the meaning given to that term in Clause 26.1 (Financial definitions);

Consolidated Senior Secured Net Leverage Ratio has the meaning given to that term in Clause 26.1 (Financial definitions);

Consolidated Senior Secured Net Debt has the meaning given to that term in Clause 26.1 (Financial definitions);

Consolidated Total Net Debt has the meaning given to that term in Clause 26.1 (Financial definitions);

Consolidated Total Secured Net Debt has the meaning given to that term in Clause 26.1 (Financial definitions);

Consolidated Total Secured Net Leverage Ratio has the meaning given to that term in Clause 26.1 (Financial definitions);

Constitutional Documents means the constitutional documents of the Parent;

Contingent Obligations means, with respect to any person, any obligation of such person guaranteeing in any manner, whether directly or indirectly, any operating lease, dividend or other obligation that does not constitute Financial Indebtedness (primary obligations) of any other person (the primary obligor), including any obligation of such person, whether or not contingent:

(a)            to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(b)            to advance or supply funds:

(i)            for the purchase or payment of any such primary obligation; or

(ii)            to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(c)            to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof;

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Control Date means the date on which the Company acquires all of the Target Shares (including, if applicable, pursuant to the Squeeze-Out Procedure), provided that the Control Date shall be deemed not to have occurred unless the Closing Date has occurred on or prior to such date;

Credit Adjustment Spread means, in relation to a Compounded Rate Loan, any rate which is either:

(a)            specified as such in the applicable Compounded Rate Terms; or

(b)            determined by the Agent (or by any other Finance Party or other person which agrees to determine that rate in place of the Agent) in accordance with the methodology specified in the applicable Compounded Rate Terms;

CRR means the Council Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012;

CTA means the Corporation Tax Act 2009.

Daily Non-Cumulative Compounded RFR Rate means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 20 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Methodology Supplement;

Daily Rate means the rate specified as such in the applicable Compounded Rate Terms;

Debt Purchase Transaction means, in relation to a person, a transaction where such person:

(a)            purchases by way of assignment or transfer;

(b)            enters into any sub-participation in respect of; or

(c)            enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement;

Debt Push Down has the meaning given to it in Clause 5.8 (Debt Push Down);

Debt Push Down Loans has the meaning given to it in Clause 5.8 (Debt Push Down);

Debt Push Down Notice means a notice substantially in the form set out in Schedule 16 (Debt Push Down Notice) given in accordance with Clause 5.8 (Debt Push Down);

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Declared Default means the giving of notice by the Agent under paragraph (a)(ii) of Clause 28.15 (Acceleration) and such notice has not been withdrawn;

Default means an Event of Default or an event or circumstance which would (with the expiry of a grace period, the making of a determination, or the giving of notice provided for in Clause 28 (Events of Default) or any combination of the foregoing) be an Event of Default, provided that any such event or circumstance which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default unless that condition is satisfied;

Defaulting Lender means any Lender (other than a Lender which is a member of the Group or a Sponsor Affiliate):

(a)            which has failed to make its participation in a Loan available or has notified the Agent or the Parent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Prefunding), Clause 5.5 (Lenders’ participation) or Clause 7.3 (Indemnities) or has failed to provide cash collateral (or has notified the Issuing Bank or the Parent that it will not provide cash collateral) in accordance with Clause 7.4 (Cash collateral by Non Acceptable L/C Lender);

(b)            which has otherwise disaffirmed, rescinded or repudiated a Finance Document or any term thereof or is a Non Consenting Defaulting Lender (as defined in Clause 41.6(b) (Excluded Commitments)); or

(c)            with respect to which (or any Holding Company of which) an Insolvency Event has occurred and is continuing,

unless, other than in respect of a proposed Utilisation on or prior to the Closing Date, in the case of paragraph (a) above:

(i)            its failure to pay is caused by administrative or technical error or a Disruption Event and payment is made within three (3) Business Days of its due date; or

(ii)            the Lender is disputing in good faith whether it is contractually obliged to make the payment in question;

Delegate means any delegate, agent, attorney or co-trustee appointed by the Security Agent;

Designated Gross Amount has the meaning given to that term in Clause 9.2 (Availability);

Designated Lender has the meaning given to that term in Clause 2.7 (Designated Affiliates);

Designated Loan has the meaning given to that term in Clause 2.7 (Designated Affiliates);

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Designated Net Amount has the meaning given to that term in Clause 9.2 (Availability);

Disposal Threshold Amount means €32,000,000 or, if higher, an amount equal to 10 per cent of LTM EBITDA;

Disregarded US Subsidiary means a direct, wholly-owned Subsidiary of a US Obligor that is treated as an entity “disregarded as an entity separate from its owner” within the meaning of section 301.7701-3 of the Treasury Regulations;

Disruption Event means either or both of:

(a)            a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)            the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)             from performing its payment obligations under the Finance Documents; or

(ii)            from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

DPTA has the meaning given to that term in Clause 23.15 (German Guarantee Limitation);

EBITDA based basket has the meaning given to that term in paragraph (a) of Clause 1.14 (Baskets and Basket Testing);

Economic Sanctions Laws means any economic or financial sanctions administered by OFAC, the US State Department, any other agency of the US government, the United Nations, the European Union or any member state thereof;

Employee Advances means loans or advances made to, or guarantees with respect to loans or advances made to, directors, officers, employees or consultants of the Parent, any Restricted Subsidiary or any Holding Company of the Parent (or to any trust or other entity holding shares or other investments in connection with any incentive scheme or similar arrangement) provided that the aggregate outstanding principal amount (excluding capitalised interest) does not in aggregate exceed the Employee Loan Basket at any time;

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Employee Loan Basket means, at any time, the sum of:

(a)            €48,000,000 or, if higher, an amount equal to 15 per cent of LTM EBITDA; plus

(b)            an amount equal to the amount which would (at such time) otherwise be capable of being paid as a dividend, distribution or other payment (howsoever described) pursuant to paragraphs (i), (j) and (w) of the definition of Permitted Payment to the extent Not Otherwise Applied,

and for the purposes of calculating the amount utilised under the Employee Loan Basket, if previously acquired shares or an equivalent number of shares have been acquired from the Parent, any Restricted Subsidiary or any Holding Company of the Parent by, or issued to, a new director, officer, employee or consultant of such persons (or by or to any trust or other entity holding shares or other investments in connection with any MEP, incentive scheme or similar arrangement) for cash, the amount which is the lower of (x) that cash and (y) the original consideration paid for such shares by the Parent, any Restricted Subsidiary or any Holding Company shall be taken into account for the purposes of calculating the amount utilised under this Employee Loan Basket;

Environment means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

(a)            air (including, without limitation, air within natural or man-made structures, whether above or below ground);

(b)            water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c)            land (including, without limitation, land under water);

Environmental Claim means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law;

Environmental Law means any applicable law or regulation binding upon a member of the Group in the jurisdiction in which it operates which relates to:

(a)            the pollution or protection of the Environment;

(b)            the conditions of the workplace; or

(c)            the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste;

Environmental Permits means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by any member of the Group;

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Equity Contribution means:

(a)            any New Shareholder Injections; and/or

(b)            any amount made available by way of Subordinated Indebtedness;

Equity Documents means the Constitutional Documents and any document evidencing a Shareholder Loan;

EURIBOR means, in relation to any Term Rate Loan in euro:

(a)            the applicable Screen Rate;

(b)            (if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or

(c)            if:

(i)            no Screen Rate is available for the Interest Period of that Loan; and

(ii)            it is not possible to calculate an Interpolated Screen Rate for that Loan,

the Reference Bank Rate,

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for euro and for a period equal in length to the Interest Period of that Loan and (x), if any such rate applicable to a Facility B Loan is below zero per cent, EURIBOR for such Facility B Loan will be deemed to be zero per cent, (y) if any such rate applicable to an Original Revolving Facility Loan is below zero, EURIBOR for such Original Revolving Facility Loan will be deemed to be zero and (z), in the case of an Additional Facility, if any such rate is below the percentage agreed with the relevant Additional Facility Lenders in the Additional Facility Notice for those Additional Facility Commitments, EURIBOR will be deemed to be such percentage rate specified in such Additional Facility Notice;

Event of Default means any event or circumstance specified as such in Clause 28 (Events of Default);

Excess Cash Flow has the meaning given to that term in Clause 26.1 (Financial definitions);

Excess Cash Flow De Minimis means €78,750,000 or, if higher, an amount equal to 25 per cent of LTM EBITDA;

Excluded Asset means:

(a)            any asset or undertaking which a member of the Group is prohibited from creating Security on or over by reason of any contract, license, lease, instrument or other arrangement which has been entered into with a third party on arms’ length terms in relation to that asset or undertaking and which contract, license, lease, instrument or other arrangement is otherwise permitted or not prohibited by the terms of the Finance Documents (including any asset or undertaking which the member of the Group is precluded from creating Security over without the prior consent of a third party), in each case (i) to the extent of that prohibition and for so long as such prohibition is in existence or until consent has been received from the third party and (ii) other than, on and from the Specified Target Indebtedness Longstop Date, under the terms of any Specified Target Indebtedness;

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(b)            any asset or undertaking which a member of the Group is not prohibited from creating Security on or over by the relevant contract, license, lease, instrument or other arrangement but which would, if subject to any Transaction Security, give a third party the right under any contract, license, lease, instrument or other arrangement which has been entered into with a third party on arms’ length terms in relation to that asset or undertaking and which contract, license, lease, instrument or other arrangement is otherwise permitted or not prohibited by the terms of the Finance Documents to amend any rights, benefits and/or obligations of a member of the Group in respect of that asset or undertaking or require a member of the Group to take any action which, in each case, would be materially adverse to the interests of a member of the Group, in each case to the extent of that right and for so long as such right is in existence or until a waiver of the relevant term has been received from the third party;

(c)            any asset or undertaking to the extent that any such Transaction Security would be unlawful under the laws of the jurisdiction in which such asset or undertaking is situated (or would present a material risk of liability for any director or officer of a member of the Group or give rise to a material risk of breach of fiduciary or statutory duty by any such director or officer) provided that the relevant member of the Group has used its commercially reasonable efforts to overcome such obstacles, in each case to the extent of that unlawfulness or to the extent required to avoid the relevant liability or breach of duty and for so long as such unlawfulness, risk of liability or risk of breach of duty is in existence; and

(d)            any asset that is not required to be or to become subject to Transaction Security in accordance with the Agreed Security Principles;

Excluded Disposal Proceeds has the meaning given to that term in Clause 12.2 (Disposal);

Excluded Lender has the meaning given to that term in paragraph (b)(i) of Clause 41.6 (Excluded Commitments);

Excluded Swap Obligation means, with respect to any Guarantor, any Swap Obligation if, and only to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the US Commodity Futures Trading Commission (or the application or official interpretation of any thereof). If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is or becomes illegal;

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Exclusion Date has the meaning given to that term in paragraph (a) of Clause 41.6 (Excluded Commitments);

Existing Target Ancillary Facility means an ‘Ancillary Facility’ under and as defined in any Existing Target Debt Financing;

Existing Target Debt means the outstanding indebtedness of the members of the Target Group existing immediately prior to the Closing Date under an Existing Target Debt Financing or any hedging agreements in relation to an Existing Target Debt Financing;

Existing Target Debt Financing means any debt financing made available to any member of the Target Group and existing immediately prior to the Closing Date;

Existing Target Letter of Credit means any “Letter of Credit” or “Bank Guarantee” under and as defined in any Existing Target Debt Financing which is issued on behalf of any member of the Target Group by a Lender which is an Issuing Bank under this Agreement, and which is, (x) on or prior to the Control Date and/or (y) at any time during the period from the Closing Date up to and including the Control Date (as the context requires), agreed and designated in writing as an Existing Target Letter of Credit by the Issuing Bank (which will provide such Letter of Credit under a Revolving Facility) and the Company and promptly notified to the Agent;

Exit Event has the meaning given to that term in Clause 12.1 (Exit);

Expiry Date means, for a Letter of Credit, the last day of its Term;

Facility means a Term Facility, a Revolving Facility and any Additional Facility;

Facility B means the term loan facility made available under this Agreement as described in paragraph (a)(i) of Clause 2.1 (The Facilities);

Facility B Borrowers means, subject to Clause 5.8 (Debt Push Down), the Company and Canada Bidco;

Facility B Commitment means:

(a)            in relation to an Original Lender, the amount in the Base Currency set out in Part II of Schedule 1 (The Original Parties) as its Facility B Commitment and the amount of any other Facility B Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facility) or Clause 2.3 (Increase); and

(b)            in relation to any other Lender, the amount in the Base Currency of any Facility B Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facility) or Clause 2.3 (Increase),

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to the extent:

(i)            not cancelled, reallocated, reduced or transferred by it under this Agreement; and

(ii)            not deemed to be zero pursuant to Clause 30 (Restriction on Debt Purchase Transactions);

Facility B Lender means any Lender who makes available a Facility B Commitment or a Facility B Loan;

Facility B Loan means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan;

Facility Office means the office or offices notified by a Lender, Finance Party or the Issuing Bank to the Agent in writing on or before the date it becomes a Lender, Finance Party or the Issuing Bank (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement;

FATCA means:

(a)            sections 1471 to 1474 of the Internal Revenue Code or any associated regulations;

(b)            any treaty, law, or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)            any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;

FATCA Application Date means:

(a)            in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Internal Revenue Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b)            in relation to a “passthru payment” described in section 1471(d)(7) of the Internal Revenue Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA;

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA;

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction;

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Fee Letter means:

(a)            the Agency Fee Letter;

(b)            the Arrangement Fee Letter;

(c)            the Security Agency Fee Letter;

(d)            any letter or letters dated on or before the date of this Agreement between any of (i) the Mandated Lead Arrangers and the Company, (ii) the Agent and the Company, (iii) the Issuing Bank and the Company, or (iv) the Security Agent and the Company, setting out any of the fees referred to in Clause 17 (Fees); and

(e)            any agreement setting out fees payable to a Finance Party referred to in paragraph (n) of Clause 2.2 (Additional Facility), paragraph (e) of Clause 2.3 (Increase), Clause 17.5 (Agent and Security Agent fees) or Clause 17.7 (Interest, commission and fees on Ancillary Facilities and Fronted Ancillary Facilities) of this Agreement or under or in relation to any other Finance Document;

Finance Document means this Agreement, any Accession Deed, any Ancillary Document, any Compliance Certificate, any Fee Letter, any Hedging Agreement, each Increase Confirmation, each Additional Facility Notice and Additional Facility Lender Accession Notice, any Refinancing Amendment, the Intercreditor Agreement, any Selection Notice, any Transaction Security Document, any Utilisation Request, any TEG Letter, any Compounded Rate Supplement, any Methodology Supplement and any other document designated as a “Finance Document” by the Agent and the Company, provided that, where the term “Finance Document” is used in and construed for the purposes of this Agreement or the Intercreditor Agreement, a Hedging Agreement shall be a Finance Document only for the purposes of:

(a)            the definition of Material Adverse Effect and then only in respect of those Hedging Agreements referred to in paragraph (a) of the definition of Hedging Agreements;

(b)            paragraph (a) of the definition of Permitted Transaction;

(c)            the definition of Transaction Security Document and for the purpose of defining “secured obligations” in any Transaction Security Document;

(d)            paragraph (a)(xi) of Clause 1.2 (Construction);

(e)            Clause 23 (Guarantees and Indemnity); and

(f)            Clause 28 (Events of Default) (other than Clauses 28.5 (Invalidity, Unlawfulness) and 28.15 (Acceleration));

Finance Lease means any lease or hire purchase contract which would, in accordance with the Original Accounting Principles, be treated as a finance or capital lease and, for the avoidance of doubt, excluding any operating lease entered into which is required to be classified as a finance or capital lease as a result of the application of IFRS 16 or any other change in the Accounting Principles or accounting practices after the date of the Original Financial Statements;

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Finance Party means the Agent, the Mandated Lead Arrangers, each Underwriter, the Security Agent, a Lender, the Issuing Bank, a Hedge Counterparty or any Ancillary Lender, Fronting Ancillary Lender or Fronted Ancillary Lender, provided that where the term “Finance Party” is used in and construed for the purposes of this Agreement or the Intercreditor Agreement, a Hedge Counterparty shall be a Finance Party only for the purposes of:

(a)            the definition of Secured Parties;

(b)            paragraph (a)(i) of Clause 1.2 (Construction);

(c)            Clause 23 (Guarantees and Indemnity);

(d)            paragraph (a) of Clause 28.14 (Intercreditor); and

(e)            Clause 33 (Conduct of Business by the Finance Parties);

Financial Covenant Event of Default means the occurrence of an Event of Default under Clause 28.2 (Financial covenant);

Financial Indebtedness means, with respect to any person on any date of determination (without duplication):

(a)            the principal or equivalent amount of any outstanding indebtedness of such person for borrowed money;

(b)            the principal or equivalent amount of obligations of such person evidenced by bonds, debentures, notes or other similar instruments (other than Trade Instruments);

(c)            the principal or equivalent amount of all reimbursement obligations of such person in respect of letters of credit, bankers’ acceptances or other similar instruments issued by a bank or financial institution (except to the extent such reimbursement obligations relate to Trade Instruments or trade payables), in each case only to the extent that the underlying obligation in respect of which the instrument was issued is not an obligation of a member of the Group and would be treated as Financial Indebtedness;

(d)            the principal component or equivalent amount of all obligations of such person to pay the deferred and unpaid purchase price of property (except trade payables), where the deferred payment is arranged primarily as a means of raising finance, which purchase price is due more than one year after the date of placing such property in service or taking final delivery and title thereto (or if the relevant supplier customarily allows a period for payment, if later the date one hundred and eighty (180) days after the expiry of that period), for the avoidance of doubt excluding where the payment deferral results from the delayed or non-satisfaction of contract terms by the supplier, from a dispute carried out in good faith or from contract terms establishing payment schedules tied to total or partial contract completion and/or to the results of operational testing procedures and excluding earn outs and other contingent consideration arrangements;

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(e)            the capitalised value of any Finance Lease obligations of such person;

(f)            the principal or equivalent amount payable by any member of the Group to any person which is not a member of the Group in respect of the redemption of any share capital or other securities convertible into share capital issued by it or any other member of the Group (other than in connection with any incentive scheme or similar arrangement) and, in each case, only to the extent the share capital or other securities convertible into share capital are redeemable at the option of the holder or if the relevant member of the Group is otherwise obliged to redeem it, in each case, on or prior to the Termination Date for Facility B;

(g)            the principal component or equivalent amount of all Financial Indebtedness of other persons secured by Security on any asset of such person, whether or not such Financial Indebtedness is assumed by such person, provided that the amount of such Financial Indebtedness will be the lesser of:

(i)            the fair market value of such asset at such date of determination (as determined in good faith by the Company); and

(ii)            the amount of such Financial Indebtedness of such other persons;

(h)            guarantees by such person of the principal component of Financial Indebtedness for any of the items referred to in paragraphs (a) to (g) above of other persons to the extent guaranteed by such person; and

(i)            solely for the purposes of Clause 28.6 (Cross-Acceleration), any Treasury Transaction and, when calculating the value of any Treasury Transaction, only the marked to market net obligations of such person under such Treasury Transaction (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such person at such time) shall be taken into account.

The amount of Financial Indebtedness of any person at any time in the case of a revolving credit or similar facility (including the Original Revolving Facility) shall be the total amounts of cash funds borrowed and then outstanding. In relation to any Financial Indebtedness in respect of bank accounts subject to netting, cash pooling, net balance, balance transfer or similar arrangements, only the net balance shall be used. The amount of Financial Indebtedness of any person at any date shall be determined as set forth above or as otherwise provided in this Agreement, and (other than with respect to letters of credit or guarantees or Financial Indebtedness specified in paragraph (g) or (h) above) shall equal the amount thereof that would appear on a balance sheet of such person (excluding any notes thereto) prepared on the basis of the Accounting Principles.

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Notwithstanding the above provisions, in no event shall the following constitute Financial Indebtedness:

(a)            any amount due or outstanding in respect of any Equity Contribution;

(b)            any lease, concession, license of property or other arrangement (or guarantee thereof) which would be considered an operating lease under the Original Accounting Principles and, for the avoidance of doubt, to the extent such Operational Leases are subsequently treated as a finance lease or capital lease as a result of any change to the treatment of such leases or other arrangements under the Accounting Principles as opposed to operating leases, such obligations shall be treated in accordance with the Original Accounting Principles;

(c)            Financial Indebtedness arising under Treasury Transactions except to the extent included in paragraph (i) above;

(d)            any asset retirement obligations;

(e)            any prepayments of deposits received from clients or customers in the ordinary course of business;

(f)            obligations under any license, permit or other approval (or guarantees given in respect of such obligations) incurred prior to the Closing Date or in the ordinary course of business;

(g)            Contingent Obligations incurred in the ordinary course of business and obligations under or in respect of Permitted Factoring;

(h)            inter-company guarantees incurred in the ordinary course of business and accrued liabilities in the ordinary course of business;

(i)            in connection with the purchase by the Company or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller (or an affiliate thereof) may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing (including, for the avoidance of doubt, earn outs and other contingent consideration arrangements);

(j)            any Trade Instruments, trade credit on normal commercial terms or intra-day exposures;

(k)            for the avoidance of doubt, any obligations in respect of workers’ compensation claims, any pension scheme operated by any member of the Group from time to time, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes or any Tax Sharing Agreement; or

(l)            any amount which would be Financial Indebtedness as a result of giving effect to the effects of Accounting Standards Codification Topic 815 or International Accounting Standard 39 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Financial Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivative created by the terms of such Financial Indebtedness and any such amounts that would constitute Financial Indebtedness under this Agreement but for the application of this paragraph.

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For the purpose of calculating the Consolidated Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio and/or any other financial covenant, ratio or incurrence based permission, test or basket under the Finance Documents, where the amount of Financial Indebtedness falls to be calculated or where the existence (or otherwise) of any Financial Indebtedness is to be established, Financial Indebtedness owed by one member of the Group to another member of the Group shall not be taken into account;

Financial Quarter has the meaning given to that term in Clause 26.1 (Financial definitions);

Financial Statements means Annual Financial Statements or Quarterly Financial Statements;

Financial Year has the meaning given to that term in Clause 26.1 (Financial definitions);

Freely Disposable Amount has the meaning given to that term in Clause 23.17 (Swiss Guarantee Limitation);

French Borrower means a Borrower incorporated under French law;

French Civil Code means the French Code Civil;

French Commercial Code means the French Code de Commerce;

French Consumer Code means the French Code de la consommation;

French Guarantor means a Guarantor incorporated in France and tax resident in France;

French Monetary and Financial Code means the French Code Monetaire et Financier;

French Obligor means a French Borrower or a French Guarantor;

French Tax Code means the French Code général des impôts;

French Transaction Security Document means any Transaction Security Document governed by French law;

Fronted Ancillary Commitment means, in relation to a Fronted Ancillary Lender and a Fronted Ancillary Facility, the maximum Base Currency Amount of the Revolving Commitment of that Fronted Ancillary Lender that is fronted under the Fronted Ancillary Facility as notified by the Fronting Ancillary Lender to the Agent pursuant to Clause 9.2 (Availability), such Fronted Ancillary Portion being equal to the proportion borne by that Fronted Ancillary Lender’s Available Commitment to the Available Facility (in each case in relation to the Revolving Facility) on the date of such notification, to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility;

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Fronted Ancillary Facility has the meaning given to that term in Clause 9.2 (Availability);

Fronted Ancillary Facility Fee has the meaning given to that term in Clause 17.7 (Interest, commission and fees on Ancillary Facilities and Fronted Ancillary Facilities);

Fronted Ancillary Facility Fee Period has the meaning given to that term in Clause 17.7 (Interest, commission and fees on Ancillary Facilities and Fronted Ancillary Facilities);

Fronted Ancillary Lender has the meaning given to that term in Clause 9.2 (Availability);

Fronted Ancillary Portion means, in relation to a Fronted Ancillary Lender, the proportion which that Fronted Ancillary Lender’s commitment under a Fronted Ancillary Facility bears to all commitments under that Fronted Ancillary Facility;

Fronting Ancillary Commitment means, in relation to a Fronting Ancillary Lender and a Fronted Ancillary Facility, the maximum Base Currency Amount of that Fronted Ancillary Facility for which it is not indemnified by other Fronted Ancillary Lenders pursuant to paragraph (b) of Clause 9.15 (Fronted Ancillary Commitment Indemnities), as notified by the Fronting Ancillary Lender to the Agent pursuant to Clause 9.2 (Availability) to the extent that amount is not increased, cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility;

Fronting Ancillary Lender has the meaning given to that term in Clause 9.2 (Availability);

Funding Rate means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 16.2 (Market Disruption);

Funds Flow Statement means the funds flow statement delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent);

German Guarantor has the meaning given to that term in Clause 23.15 (German Guarantee Limitation);

GmbH has the meaning given to that term in Clause 23.15 (German Guarantee Limitation);

GmbH & Co. KG has the meaning given to that term in Clause 23.15 (German Guarantee Limitation);

GmbHG has the meaning given to that term in Clause 23.15 (German Guarantee Limitation);

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Gross Outstandings means, in relation to a multi-account overdraft, the Ancillary Outstandings of that multi-account overdraft but calculated on the basis that the wording in the definition of Ancillary Outstandings permitting the netting of credit balances were deleted;

Group means the Parent and each of its Restricted Subsidiaries from time to time including on and from the Closing Date the Target Group (unless any subsidiary of a Target Group is designated an Unrestricted Subsidiary on or after the Closing Date);

Group Initiatives has the meaning given to that term in Clause 26.1 (Financial definitions);

Guarantee Limitations means, in respect of any Obligor and any payments such Obligor is required to make in its capacity as a guarantor or as the provider of an indemnity or as debtor of costs or disbursements under this Agreement or any other Finance Document, the limitations and restrictions applicable to such entity pursuant to Clause 23.11 (Guarantee Limitations: General) to Clause 23.19 (Additional Guarantee Limitations);

Guarantee Obligation has the meaning given to that term in paragraph (a) of Clause 23.11 (Guarantee Limitations: General);

Guarantor means the Original Guarantors or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 31 (Changes to the Obligors);

Guarantor Coverage Test means the confirmation that:

(a)            the aggregate (without double counting) earnings before interest, tax depreciation and amortisation (calculated on an LTM basis on the same basis as Consolidated EBITDA) of the members of the Group which are Guarantors (for this purpose: (i) calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group; and (ii) any Guarantor having negative earnings before interest, tax, depreciation and amortisation shall be deemed to have zero earnings before interest, tax, depreciation and amortisation); equals or exceeds:

(b)            80 per cent of the aggregate (without double counting) earnings before interest, tax depreciation and amortisation (calculated on an LTM basis on the same basis as Consolidated EBITDA) of the wholly owned members of the Group incorporated in Security Jurisdictions (for this purpose disregarding: (i) on balance sheet joint ventures; and (ii) any member of the Group that is otherwise not required to (or cannot) become a Guarantor due to legal prohibitions or the provisions of the Agreed Security Principles;

Hedge Counterparty means any person which has become a party as a Hedge Counterparty in accordance with Clause 29.12 (Accession of Hedge Counterparties) or otherwise receives the benefit of and reliance on the guarantee contained in Clause 23 (Guarantees and Indemnity) or the Intercreditor Agreement, to such Hedge Counterparty’s satisfaction which, in each case, is or has become a party to the Intercreditor Agreement as a Hedge Counterparty in accordance with the provisions of the Intercreditor Agreement;

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Hedging Agreement means any master agreement, confirmation, schedule or other agreement entered into by an Obligor with a Hedge Counterparty:

  

(a)             for the purpose of hedging interest rate risks, cross currency risks or other risks in relation to the Facilities, any Ancillary Facility or Fronted Ancillary Facility, any Additional Facility, any Permitted Acquired Indebtedness, any Refinancing Debt, any Permitted Alternative Debt or any other Permitted Financial Indebtedness; or

(b)            in respect of (i) interest rate hedging transactions in the ordinary course of business, (ii) spot and forward foreign exchange hedging transactions and (iii) other hedging transactions, in each case, not for speculative purposes,

provided that, in each case, to the extent such Hedge Counterparty is to share in the Transaction Security, the Hedge Counterparty is a party to the Intercreditor Agreement as a Hedge Counterparty;

Hedging Costs means any costs incurred by a member of the Group in connection with the putting in place of any Hedging Agreements;

Holding Company means, in relation to a company, corporation or any other entity, any other company, corporation or entity in respect of which it is a Subsidiary;

Hypothecary Representative has the meaning given to such term in Clause 32.22 (Quebec Security);

IFRS means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements;

Illegality Notice has the meaning given to such term in paragraph (a) of Clause 11.1 (Illegality);

Impaired Agent means the Agent at any time when:

(a)             it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)            the Agent otherwise disaffirms, rescinds or repudiates a Finance Document or any term thereof;

(c)            (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of Defaulting Lender; or

(d)            an Insolvency Event has occurred and is continuing with respect to the Agent,

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unless, in the case of paragraph (a) above:

(i)              its failure to pay is caused by administrative or technical error or a Disruption Event and payment is made within three (3) Business Days of its due date; or

(ii)            the Agent is disputing in good faith whether it is contractually obliged to make the payment in question;

Increase Confirmation means a confirmation substantially in the form set out in Schedule 12 (Form of Increase Confirmation) or in any other form agreed between the Agent and the Company (acting reasonably);

Increase Lender has the meaning given to that term in Clause 2.3 (Increase);

Industry Competitor means any person or entity (or any of its Affiliates) which is a competitor of a member of the Group or the Target Group or whose business is similar or related to a member of the Group or the Target Group (including any supplier or sub-contractor) and any controlling shareholder of such persons, provided that this shall not include any person or entity which is a bank (or any of its Affiliates, unless that Affiliate is otherwise an Industry Competitor), financial institution (or any of its Affiliates, unless that Affiliate is otherwise an Industry Competitor) or trust, fund or other entity whose principal business or a material activity of whom is arranging, underwriting or investing in debt;

Insolvency Regulation means the Regulation (EU) No 2015/848 of the European Parliament and of the Council of the European Union of 20 May 2015 on insolvency proceedings (recast);

Information Memorandum means the document in the form approved by the Company concerning the Group and the Target Group in relation to the Facilities and distributed by the Mandated Lead Arrangers on a confidential basis prior to the date of launch of primary syndication in connection with the syndication of the Facilities;

Initial Investors means: (a) FountainVest Partners (Asia) Limited and any funds, limited partnerships or other entities managed, controlled or advised by FountainVest Partners (Asia) Limited; (b) ANTA Sports Products Limited (and its Subsidiaries from time to time); (c) Anamered Investments Inc (and its Affiliates from time to time); (d) any co-investor which becomes a co-investor on or prior to the Closing Date and which is a limited partner or other (direct or indirect) investor in any one or more of the entities referred to in (a) above; and (e) any other co-investor approved by the Majority Lenders (acting reasonably);

Insolvency Event means, in relation to a Finance Party, the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of that Finance Party or all or substantially all of that Finance Party’s assets or any analogous procedure or step being taken in any jurisdiction with respect to that Finance Party;

Intellectual Property means:

(a)            any patents, utility models, trade marks, service marks, designs, business names, copyrights, database rights, design rights, registered designs, industrial designs, domain names, moral rights, inventions, confidential information, trade secrets, knowhow and all other intellectual property rights and interests throughout the world (which may now or in the future subsist), whether registered or unregistered; and

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(b)            the benefit of all applications (and all goodwill associated with such applications) and rights to use such assets of each member of the Group, including all rights under any agreements relating to the use or exploitation of any such rights, which may now or in the future subsist;

Intercreditor Agreement means the intercreditor agreement to be entered into on or around the date of this Agreement and made between among others, the Company, the Original Debtors (as defined therein), the Agent, the Security Agent and the Original Lenders;

Intercreditor Class means, in respect of any Permitted Alternative Debt which has been designated in the relevant Permitted Alternative Debt Notice as being subject to the Intercreditor Agreement, the applicable intercreditor ranking (by reference to the Intercreditor Agreement in effect at such time) thereof as specified in such Permitted Alternative Debt Notice;

Interest Period means, in relation to a Loan, each period determined in accordance with Clause 15 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 14.4 (Default interest);

Interim Facilities Agreement means the interim facilities agreement entered into between, amongst others, the Company, the Parent, the Agent (as Interim Agent) and the Security Agent (as Interim Security Agent) on 6 December 2018;

Internal Revenue Code means the US Internal Revenue Code of 1986;

Interpolated Screen Rate means, in relation to the applicable Term Reference Rate for any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a)            the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b)            the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each as of the Specified Time for the currency of that Loan;

Investment means, in respect of a Joint Venture, Unrestricted Subsidiary or third party at any time, the making of any equity investment or similar in it (valued at the cash consideration paid in connection therewith), the making of any loan to it, the giving of any guarantee, indemnity or other credit support or security in respect of its obligations (valued by reference to the outstanding principal amount of any Financial Indebtedness supported thereby from time to time) or the transfer of other assets to it (valued at the date of the transfer, and equal to zero (if on at least arms’ length terms) or (if worse than arms’ length terms from the perspective of the Group) valued at the amount equal to the difference (if positive) between arms’ length consideration therefore and the agreed consideration received by the Group), in each case to the extent the transfer of such other assets or other contribution, if any, results in an actual loss of value to the Group;

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Investors means the Initial Investors and any other person holding (directly or indirectly) any issued share capital of the Parent from time to time;

IPO Entity has the meaning given to such term in paragraph (d) of Clause 2.6 (IPO Pushdown);

IPO Event means (a) a Listing or (b) a listing of all or any part of the share capital of the Parent, any Holding Company of the Parent or any other member of the Group (other than the listing of the Target as at the date of this Agreement) on Euronext, the New York Stock Exchange, NASDAQ, Deutsche Borse, the London Stock Exchange Group or on any other recognised investment exchange (as that term is used in the Financial Services and Markets Act 2000) or any other sale or issue by way of flotation or public offering in relation to the Parent, any such Holding Company of the Parent or any other member of the Group in any jurisdiction or country;

IPO Proceeds means the net cash proceeds received by members of the Group or any Holding Company of the Parent from a Listing or a primary issue of shares in connection with such a Listing;

IPO Pushdown Notice has the meaning given to such term in paragraph (a) of Clause 2.6 (IPO Pushdown);

IPO Pushdown Date has the meaning given to such term in paragraph (a) of Clause 2.6 (IPO Pushdown);

Issuing Bank means any Lender which has notified the Agent that it has agreed to the Company’s request to be an Issuing Bank pursuant to the terms of this Agreement (and if more than one Lender has so agreed, such Lenders shall be referred to, whether acting individually or together, as the Issuing Bank) provided that, in respect of a Letter of Credit issued or to be issued pursuant to the terms of this Agreement, the “Issuing Bank” shall be the Issuing Bank which has issued or agreed to issue that Letter of Credit;

ITA means the Income Tax Act 2007;

Joint Venture means any joint venture entity or minority interest of a member of the Group, whether in or relating to a company, unincorporated firm, undertaking, association, joint venture or partnership or any other person in which a member of the Group directly or indirectly holds (or, upon making an initial investment, will hold) shares or other applicable ownership interests, but, for the avoidance of doubt, not including members of the Group;

Joint Venture Basket means, at any time, €48,000,000 or, if higher, 15 per cent of LTM EBITDA (provided that any amount in respect of a Permitted Joint Venture which is taken into account when calculating whether the Joint Venture Basket is exceeded shall be restored to the Joint Venture Basket if that Permitted Joint Venture becomes a member of the Group and ceases to be a Joint Venture);

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Junior Debt Payment has the meaning given to such term in Clause 27.27 (Junior Debt Payments);

L/C Proportion means, in relation to a Revolving Facility Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by that Lender’s Available Commitment to the relevant Available Facility (in each case) under a Revolving Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by that Lender;

Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or under Clause 31 (Changes to the Obligors) or at any other time in connection with the Finance Documents;

Legal Reservations means:

(a)            the principle that certain remedies may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, debt compromise, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors;

(b)            the time barring of claims under applicable limitation laws (including the Limitation Acts) and defences of acquiescence, set off or counterclaim and the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void;

(c)            the principle that in certain circumstances Security granted by way of fixed charge may be recharacterised as a floating charge or that Security purported to be constituted as an assignment may be recharacterised as a charge;

(d)            the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(e)            the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;

(f)              the principle that the creation or purported creation of Security over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which Security has purportedly been created;

(g)            the principle that a court may not give effect to any parallel debt provisions, covenants to pay the Security Agent or other similar provisions;

(h)            the principle that certain remedies in relation to regulated entities may require further approval from government or regulatory bodies or pursuant to agreements with such bodies;

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(i)              similar principles, rights and defences under the laws of any relevant jurisdiction;

(j)              the principles of private and procedural laws of the Relevant Jurisdiction which affect the enforcement of a foreign court judgment; and

(k)            any other matters which are set out as qualifications or reservations (however described) in the Legal Opinions;

Lender means:

(a)            an Original Lender; or

(b)            any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 2.2 (Additional Facility), Clause 2.3 (Increase) or Clause 29 (Changes to the Lenders),

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement and provided that (among other things as provided by this Agreement) upon (i) termination in full of all Commitments of any Lender in relation to any Facility and (ii) payment in full of all amounts which are then due and payable to such Lender under that Facility, such Lender shall not be regarded as a Lender for that Facility for the purpose of determining whether any provision which requires consultation, consent, agreement or vote with any Lender (or any class thereof) has been complied with;

Letter of Credit means:

(a)            a letter of credit, substantially in the agreed form set out in Schedule 10 (Form of Letters of Credit) or in any other form requested by the Company and agreed by the Issuing Bank acting reasonably and without undue delay; or

(b)            any guarantee, indemnity or other instrument in a form requested by a Borrower (or the Company on its behalf) and agreed by the Issuing Bank acting reasonably and without undue delay;

Liabilities has the meaning given to that term in the Intercreditor Agreement;

Limitation Acts means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984;

Limited Condition Transaction means any corporate transaction entered into on an arm’s length basis with a person outside the Group including by way of acquisition, joint venture, merger, amalgamation, consolidation, investment or similar or equivalent transaction, by a member of the Group, the consummation of which is not conditioned upon the availability of, or on obtaining, third-party financing;

Listing means the listing or the admission to trading of all or any part of the share capital of any member of the Group or any Holding Company (the only material assets of which are shares or other investments (directly or indirectly in the Group)) of a member of the Group (other than the Initial Investors and the listing of the Target as at the date of this Agreement) on any recognised investment exchange (as that term is used in the Financial Services and Markets Act 2000) or in or on any other exchange or market in any jurisdiction or country or any other sale or issue by way of listing, flotation or public offering or any equivalent circumstances in relation to any member of the Group or any such Holding Company of any member of the Group (other than the Initial Investors and their Holding Companies) in any jurisdiction or country;

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LMA means the Loan Market Association;

Loan means a Term Loan or a Revolving Facility Loan;

Loan to Own/Distressed/Equity Investor means any person (including an Affiliate or a Related Fund of a Lender or any other proposed transferee) whose principal business or material activity is in investment strategies whose primary purpose is (x) the purchase of loans or other debt securities with the intention of (or view to) owning the equity or gaining control of a business (directly or indirectly) and/or (y) investing in equity and/or acquiring control of, or an equity stake in, a business (directly or indirectly), provided that in each case any Affiliate of such persons which are a deposit taking financial institution authorised by a financial services regulator to carry out the business of banking which holds a minimum rating equal to or better than BBB- or Baa3 (as applicable) according to at least two of Moody’s Investors Services Limited, Standard and Poor’s Ratings Services or Fitch Ratings Ltd. which are managed and controlled independently where any information made available under the Finance Documents is not disclosed or made available to other Affiliates shall not, in each case, be a Loan to Own/Distressed/Equity Investor, and any person that is not itself a Loan to Own/Distressed/Equity Investor whose principal business is investing in debt and who is (i) acting on the other side of appropriate information barriers implemented or maintained as required by law, regulation or internal policy from the entity which constitutes a Loan to Own/Distressed/Equity Investor and (ii) has separate personnel responsible for its interests under the Finance Documents, such personnel are independent from its interests as a Loan to Own/Distressed/Equity Investor and no information provided under the Finance Documents is disclosed or otherwise made available to any personnel responsible for its interests as a Loan to Own/Distressed/Equity Investor shall not be a Loan to Own/Distressed/Equity Investor under limb (y) above;

Lookback Period means the number of days specified as such in the applicable Compounded Rate Terms;

LTM means last twelve Months;

LTM EBITDA means, on any day, Consolidated Pro Forma EBITDA as at the Applicable Test Date provided that in the event any indebtedness, loan, investment, disposal, guarantee, payment or other transaction is committed, incurred or made by any member of the Group based on the amount of LTM EBITDA as at that Applicable Test Date, that indebtedness, loan, investment, disposal, guarantee, payment or other transaction shall not constitute, or be deemed to constitute, or result in, a breach of any provision of this Agreement or the other Finance Documents if there is a subsequent change in the amount of LTM EBITDA;

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Major Brands means:

(a)            the Principal Brands; and

(b)            the Atomic and Precor trade marks to the extent registered with, or subject to an application to register with, a national or international registry (including the European Union Intellectual Property Office);

Major Default means any event or circumstance constituting an Event of Default that is continuing under:

(a)            Clause 28.1 (Payment Default) in so far as it relates to a failure to pay principal or interest when due;

(b)            Clause 28.3 (Other obligations) insofar as it relates to a breach of any Major Undertaking;

(c)            Clause 28.4 (Misrepresentation) insofar as it relates to a breach of any Major Representation in any material respect;

(d)            Clause 28.5 (Invalidity, Unlawfulness);

(e)            Clauses 28.7 (Insolvency);

(f)              Clause 28.8 (Insolvency Proceedings); or

(g)            Clause 28.10 (Attachment or process),

in each case as it relates to:

(i)              the Acquisition and the Certain Funds Entities only (and excluding: (x) any procurement obligations on the part of the Certain Funds Entities with respect to any other member of the Group (including the Target Group) and/or any of their assets, liabilities or obligations; and (y) any failure to comply, breach or Default by any other member of the Group); and

(ii)            any other Permitted Acquisition and the applicable Agreed Certain Funds Obligor(s) only (and excluding: (x) any procurement obligations on the part of the Agreed Certain Funds Obligor with respect to any other member of the Group and/or any of their assets, liabilities or obligations; and (y) any failure to comply, breach or Default by any other member of the Group);

Major Representation means a representation or warranty under:

(a)            Clause 24.1 (Status);

(b)            Clause 24.2 (Binding obligations);

(c)            Clause 24.3 (Non-conflict with other obligations);

(d)            Clause 24.4 (Power and authority); and

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(e)            paragraph (a) of Clause 24.5 (Validity and admissibility in evidence),

in each case as it relates to:

(i)              the Acquisition and the Certain Funds Entities only (and excluding: (x) any procurement obligations on the part of the Certain Funds Entities with respect to any other member of the Group (including the Target Group) and/or any of their assets, liabilities or obligations; and (y) any failure to comply, breach or Default by any other member of the Group); and

(ii)            any other Permitted Acquisition and the applicable Agreed Certain Funds Obligor(s) only (and excluding: (x) any procurement obligations on the part of the Agreed Certain Funds Obligor with respect to any other member of the Group and/or any of their assets, liabilities or obligations; and (y) any failure to comply, breach or Default by any other member of the Group);

Major Undertaking means an undertaking under:

(a)            Clause 27.8 (Mergers);

(b)            Clause 27.10 (Disposals);

(c)            Clause 27.12 (Negative Pledge);

(d)            Clause 27.13 (Indebtedness);

(e)            Clause 27.14 (Guarantees);

(f)              Clause 27.15 (Loans);

(g)            Clause 27.16 (Joint Ventures);

(h)            Clause 27.17 (Acquisitions and Investments); and

(i)              Clause 27.20 (Distributions out of Restricted Group),

in each case as it relates to:

(i)              the Acquisition and the Certain Funds Entities only (and excluding: (x) any procurement obligations on the part of the Certain Funds Entities with respect to any other member of the Group (including the Target Group) and/or any of their assets, liabilities or obligations; and (y) any failure to comply, breach or Default by any other member of the Group); and

(ii)            any other Permitted Acquisition and the applicable Agreed Certain Funds Obligor(s) only (and excluding: (x) any procurement obligations on the part of the Agreed Certain Funds Obligor with respect to any other member of the Group and/or any of their assets, liabilities or obligations; and (y) any failure to comply, breach or Default by any other member of the Group);

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Majority Lenders means:

(a)            in the context of a proposed amendment or waiver in relation to (i) a proposed Utilisation of the Original Revolving Facility (other than a Utilisation on the Closing Date) or any of the conditions to funding set out in Clause 4.2 (Further conditions precedent), the Majority Revolving Facility Lenders under paragraph (a) of that definition and (ii) the requirements of Clause 26.2 (Financial Condition) and/or paragraph (b) of Clause 28.15 (Acceleration), the Majority Revolving Facility Lenders;

(b)            in the context of a proposed amendment or waiver in relation to a proposed Utilisation of an Additional Facility or any of the conditions to funding set out in Clause 4.2 (Further conditions precedent), a Lender or Lenders whose Additional Facility Commitments in that Additional Facility aggregate more than 50 per cent of the Additional Facility Commitments in that Additional Facility;

(c)            in the context of a proposed amendment or waiver in relation to a proposed Utilisation of a Replacement Facility or any of the conditions to funding set out in Clause 4.2 (Further conditions precedent), a Lender or Lenders whose Replacement Facility Commitments in that Replacement Facility aggregate more than 50 per cent of the Replacement Facility Commitment in that Replacement Facility; and

(d)            otherwise a Lender or Lenders whose Commitments aggregate more than 50 per cent of the Total Commitments (and for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitments shall not be reduced by the amount of its Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment) (or, if the Total Commitments have been reduced to zero, aggregated more than 50 per cent of the Total Commitments immediately prior to that reduction);

Majority Lender Objection means, in respect of a document or proposal referred to in this Agreement which is expressed as being subject to no Majority Lender Objection, that such document or proposal has been rejected by the Majority Lenders (or, if applicable and the Company so elects, the Majority Lenders in respect of any relevant or applicable Facility(ies) or Utilisation(s)) in each case by 11:00 am on the date falling ten Business Days (or such longer period which the Company proposes) after the date on which the Company (or other member of the Group) delivers the relevant document or proposal to the Agent;

Majority Mandated Lead Arrangers means a Mandated Lead Arranger or Mandated Lead Arrangers whose Commitments in their (or their Affiliate’s) capacity as an Original Lender as at the date of the relevant determination aggregate more than fifty (50) per cent. of the Total Commitments of all of the Mandated Lead Arrangers in their (or their Affiliate’s) capacity as Original Lender under the Facilities as at such date;

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Majority Revolving Facility Lenders means:

(a)            in the case of the Original Revolving Facility, an Original Revolving Facility Lender or Original Revolving Facility Lenders whose Original Revolving Facility Commitments aggregate more than 50 per cent of the Total Original Revolving Facility Commitments (and for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitments shall not be reduced by the amount of its Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment) (or, if the total Original Revolving Facility Commitments have been reduced to zero, aggregated more than 50 per cent of the Total Original Revolving Facility Commitments immediately prior to that reduction); and

(b)            in the case of a Springing Covenant Revolving Facility, the relevant Additional Revolving Facility Lender or Additional Revolving Facility Lenders whose relevant Additional Revolving Facility Commitments aggregate more than 50 per cent of the Total Additional Revolving Facility Commitments for that Additional Revolving Facility (and for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitments shall not be reduced by the amount of its Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment) (or, if the total Additional Revolving Facility Commitments have been reduced to zero, aggregated more than 50 per cent of the Total Additional Revolving Facility Commitments for that Additional Revolving Facility immediately prior to that reduction),

provided that, save where used in respect of a particular Facility, Lenders under paragraphs (a) and (b) above shall be combined into a single voting class;

Management Investors means (a) the directors, officers, management and/or employees of the Group including the Target Group (or any Holding Company of the Group) invested, investing or committing to invest, directly or indirectly, in the Parent from time to time and, in each case, any trust set up for the benefit of such person or their spouses or their descendants or dependants and (b) any director, officer or manager of the Target Group (or any member of the Target Group) prior to the Closing Date who reinvests in the Parent (or any Holding Company of the Parent) including on a non-cash basis;

Management Notification has the meaning given to that term in Clause 23.15 (German Guarantee Limitation);

Margin means:

(a)            in relation to any Facility B Loan, 4.50 per cent per annum;

(b)            in relation to any Original Revolving Facility Loan, 3.25 per cent per annum;

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(c)            in relation to any Additional Facility Loan, the percentage rate per annum specified by the Company in the relevant Additional Facility Notice;

(d)            in relation to any Replacement Facility Loan, the percentage rate per annum specified by the Company in the relevant Refinancing Amendment;

(e)            in relation to any Unpaid Sum relating or referable to a Facility, the rate per annum specified above for that Facility; and

(f)            in relation to any other Unpaid Sum, the highest rate specified above,

but if, at any time on or after the date six (6) months after the Closing Date:

(i)              no Event of Default under Clauses 28.1 (Payment Default), 28.3 (Other Obligations) (but only in so far as it relates to a failure by the Company to deliver a Compliance Certificate to the Agent in accordance with the terms of this Agreement), 28.7 (Insolvency) or 28.8 (Insolvency Proceedings) is continuing; and

(ii)            the Consolidated Senior Secured Net Leverage Ratio in respect of the most recently completed Relevant Period is within a range set out below,

then the Margin for each Loan under Facility B and the Original Revolving Facility will be the percentage per annum set out below in the column in the relevant table for that Facility opposite that range:

Consolidated Senior Secured Net Leverage Ratio	Facility B Margin (per cent per annum)	Original Revolving Facility Margin (per cent per annum)
Greater than 4.30:1	4.50	3.25
Less than or equal to 4:30:1 but greater than 3.80:1	4.25	3.00
Less than or equal to 3.80:1 but greater than 3.30:1	4.00	2.75
Equal to or less than 3.30:1	4.00	2.50

and (x) the Margin for each Loan under an Additional Facility will be the percentage per annum agreed with the Additional Facility Lenders and as indicated for that range in the Additional Facility Notice for those Additional Facility Commitments and (y) the Margin for each Replacement Facility Loan will be the percentage per annum agreed with the Replacement Facility Lenders and as indicated for that range in the relevant Refinancing Amendment.

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However:

(A)            any increase or decrease in the Margin for a Loan shall take effect on the date of receipt by the Agent of the Compliance Certificate for that Relevant Period pursuant to Clause 25.3 (Compliance Certificates) (or if later the date falling six (6) months after the Closing Date) and there shall be no limit to the amount by which the Margin may reduce through the Margin ratchet on any relevant date;

(B)            if, following receipt by the Agent of the Annual Financial Statements and related Compliance Certificate, those statements and Compliance Certificate demonstrate that (1) the Margin should have been reduced in accordance with the above table or as indicated in the applicable Additional Facility Notice or Refinancing Amendment or (2) the Margin should not have been reduced or should have been increased in accordance with the above table or applicable Additional Facility Notice or Refinancing Amendment, the next payment of interest under the relevant Facility following receipt of the relevant Annual Financial Statements by the Agent shall be increased or reduced (as the case may be) by such amount as is necessary to put the Agent and the Lenders in the position they should have been in had the appropriate rate of Margin been applied at the time (provided that any such reduction shall only apply to the extent the Lender which received the overpayment of interest remains a Lender as at the date of such adjustment and, with respect to payments to Lenders, such payments shall only apply to Lenders who were participating in the relevant Facility both at the time to which the adjustments relate and the time when the adjustments are actually made). The Agent’s determination (acting reasonably and in good faith) of the adjustments payable shall be prima facie evidence of such adjustments and the Agent shall, if so requested by the Company, provide the Company with reasonable details of the calculation of such adjustments;

(C)            while an Event of Default under any of Clauses 28.1 (Payment Default), 28.3 (Other Obligations) (but only in so far as it relates to a failure by the Company to deliver a Compliance Certificate to the Agent in accordance with the terms of this Agreement), 28.7(Insolvency) or 28.8(Insolvency Proceedings) is continuing, the Margin for each Loan under each of Facility B and the Original Revolving Facility shall be the highest percentage per annum set out above for a Loan under that Facility (or, in respect of any Additional Facility, the highest percentage rate per annum set out in the applicable Additional Facility Notice in respect of the relevant Additional Facility Commitments). Once that Event of Default has been remedied or waived, the Margin for each Loan will be re-calculated on the basis of the most recently delivered Compliance Certificate and the terms of this definition “Margin” shall apply (on the assumption that on the date of the most recently delivered Compliance Certificate, no Event of Default under any of Clauses 28.1 (Payment Default), 28.3 (Other Obligations) (but only in so far as it relates to a failure by the Company to deliver a Compliance Certificate to the Agent in accordance with the terms of this Agreement), 28.7 (Insolvency) or 28.8 (Insolvency Proceedings) had occurred or was continuing) with any reduction in Margin resulting from such recalculation taking effect from the date of such remedy or waiver and the terms of this definition “Margin” shall apply (on the assumption that no such Event of Default has occurred or was continuing) with any reduction in Margin resulting from such recalculation taking effect from the date of such remedy or waiver; and

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(D)            for the purpose of determining the Margin, the Consolidated Senior Secured Net Leverage Ratio and Relevant Period shall be determined in accordance with Clause 26 (Financial Covenant) provided that no amounts to the extent added to Consolidated EBITDA pursuant to Clause 26.4(b)(i) (Equity Cure Rights) shall be taken into account for this purpose;

Margin Compliance Certificate means a compliance certificate substantially in the agreed form set out in Part III (Form of Margin Compliance Certificate) of Schedule 8 (Compliance Certificates) and delivered by the Company (at its election) to the Agent under paragraph (d) of Clause 25.3 (Compliance Certificates);

Margin Regulations means Regulations U and X issued by the Board of Governors of the United States Federal Reserve System, as from time to time in effect and all official rulings and interpretations thereunder or thereof, or any successor thereto;

Margin Stock has the meaning given to that term in the Margin Regulations;

Material Adverse Effect means any event or circumstance which (after taking account of all relevant circumstances) is materially adverse to:

(a)            the consolidated business, assets or financial condition of the Group taken as a whole such that the Group taken as a whole would be reasonably likely to be unable to perform its payment obligations under any of the Finance Documents; or

(b)            subject to the Legal Reservations and the Perfection Requirements, the validity or enforceability of any Security granted pursuant to any of the Finance Documents in any way which is materially adverse to the interests of the Lenders under the Finance Documents taken as a whole, and without duplication of any other cure period, if capable of remedy, is not remedied within 20 Business Days of the Parent becoming aware of the issue or being given written notice of the issue by the Agent.

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Material Subsidiary means:

(a)            prior to the Closing Date, the Company, Canada Bidco and the Parent; and

(b)            on and after the Closing Date:

(i)              each Obligor;

(ii)            each wholly-owned member of the Group which has earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) (calculated on an unconsolidated basis and excluding intra-Group items and investments in Subsidiaries (in each case to the extent applicable)) representing 5 per cent or more of Consolidated Pro Forma EBITDA of the Group as determined by reference to the most recent Compliance Certificate supplied by the Company in respect of the latest Annual Financial Statements delivered to the Agent provided that, any entity having negative earnings before interest, tax, depreciation and amortisation shall be deemed to have zero earnings before interest, tax, depreciation and amortisation and provided further that between the Closing Date and the Control Date the Target and each wholly-owned Subsidiary of the Target shall be deemed to be a wholly-owned member of the Group; and

(iii)          each wholly-owned member of the Group which is a direct Holding Company of an Obligor (unless such Obligor itself became an Obligor by reason of being a Material Subsidiary under this paragraph (b)(iii) and provided that between the Closing Date and the Control Date the Target and each wholly- owned Subsidiary of the Target shall be deemed to be a wholly owned member of the Group).

A report by the Auditors of the Parent that a Subsidiary is or is not a Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on all Parties;

Maximum Guaranteed Amount has the meaning given to that term in Clause 23.14 (French Guarantee Limitation);

MEP means any management incentive or employee benefit scheme (or other similar arrangement) implemented or to be implemented with respect to shares in the Parent or any of its Subsidiaries or Holding Companies;

Methodology Supplement means, in relation to the Daily Non-Cumulative Compounded RFR Rate or any other applicable rate, a document which:

(a)            is delivered by the Company to the Agent; and

(b)            specifies a calculation methodology for that rate,

provided that no Majority Lender Objection has occurred and is continuing in respect of such document and the Agent (acting reasonably and in good faith) has confirmed that it is practicable for the Agent to administer the terms contemplated in such document;

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MFN Rate means in respect of an Additional Facility or any other relevant Permitted Alternative Debt, 1.00 per cent per annum;

Minimum Acceptance Threshold means a minimum acceptance threshold in respect of the Offer of more than ninety (90) per cent. of the Target Shares and voting rights attached to the Target Shares (including, in each case, any Target Shares otherwise held by the Company or to be acquired by it on the Closing Date) or such lower acceptance threshold agreed by the Mandated Lead Arrangers (if any);

Minimum Sponsor Equity Investment means the aggregate amount of (i) direct or indirect investment in cash or in kind in the form of equity (including, without limitation, share capital, premium and/or contribution to capital reserve) made in the Parent; (ii) any Subordinated Liabilities (as defined in the Intercreditor Agreement); and/or (iii) any Rolled Proceeds;

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)            other than where paragraph (b) below applies:

(i)             subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(ii)           if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(iii)           if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

(b)            in relation to an Interest Period for any Compounded Rate Loan (or any other period for the accrual of commission or fees) for which there are rules specified as “Business Day Conventions” in respect of that currency in the applicable Compounded Rate Terms, those rules shall apply;

The rules in paragraphs (a) and (b) above will only apply to the last month of any period;

Net Assets has the meaning given to that term in Clause 23.15 (German Guarantee Limitation);

Net Outstandings means, in relation to a multi-account overdraft, the Ancillary Outstandings of that multi-account overdraft;

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New Debt Financing has the meaning given to that term in the Intercreditor Agreement;

New Lender has the meaning given to that term in Clause 29.2 (Assignments and Transfers by Lenders);

New Shareholder Injection means:

(a)            any subscription for shares issued by, and any capital contributions to, the Parent after the Closing Date for any Permitted Share Issue of the Parent or by way of payment into the capital reserves; and/or

(b)            any amount made available by way of New Shareholder Loans,

that, if and to the extent required by the Agreed Security Principles, are subject to Transaction Security on terms substantially the same as any other Transaction Security governing the security over shareholder injections governed by the same law or, otherwise on terms in accordance with the Agreed Security Principles or otherwise satisfactory to the Majority Lenders (acting reasonably);

New Shareholder Loan means any loans, notes, bonds or like instruments issued by, or made to, the Parent after the Closing Date which are subordinated to the Facilities as “Subordinated Liabilities” pursuant to the Intercreditor Agreement or otherwise on terms satisfactory to the Agent (acting reasonably) and which (subject to the Agreed Security Principles) are subject to Transaction Security on terms substantially the same as any other Transaction Security governing the assignment of rights over shareholder loans, notes, bonds or like instruments governed by the same law or, otherwise, on terms in accordance with the Agreed Security Principles or otherwise satisfactory to the Majority Lenders (acting reasonably);

Non-Acceptable L/C Lender means a Lender under a Revolving Facility which:

(a)            is not an Acceptable Bank within the meaning of paragraph (a) of the definition of Acceptable Bank (other than (i) a Mandated Lead Arranger or any of its Affiliates, (ii) an Original Lender or any of its Affiliates or (iii) a Lender which the relevant Issuing Bank (acting reasonably) has agreed is acceptable to it notwithstanding that fact);

(b)            is a Defaulting Lender; or

(c)            has failed to make (or has notified the Agent that it will not make) a payment to be made by it under Clause 7.3 (Indemnities) or Clause 20.3 (Lenders’ indemnity to the Agent) or any other payment to be made by it under the Finance Documents to or for the account of any other Finance Party in its capacity as Lender by the due date for payment unless the failure to pay falls within the description of any of those items set out at (i) to (ii) of the definition of Defaulting Lender;

Non-Consenting Lender has the meaning given to that term in Clause 41.5 (Replacement of Lender);

Non-Cooperative Jurisdiction means a “non-cooperative state or territory” (Etat ou territoire non coopératif) as set out in the list referred to in article 238-0 A of the French Code général des impôts, as such list may be amended from time to time;

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Non-Obligor means a member of the Group that is not an Obligor;

Not Otherwise Applied means, in relation to any amount which is proposed to be included, applied, designated or taken into account, that such amount has not been (and is not simultaneously being), included, applied, designated or taken into account in respect of, any other calculation, use, event, transaction or permission;

Notice Date has the meaning given to that term in Clause 17.7 (Interest, commission and fees on Ancillary Facilities and Fronted Ancillary Facilities);

Notifiable Debt Purchase Transaction has the meaning given to that term in paragraph (h) of Clause 30.1 (Permitted Debt Purchase Transactions);

Obligor means a Borrower or a Guarantor;

Obligors’ Agent means the Company or such other person appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.5 (Obligors’ Agent);

OFAC means the Office of Foreign Assets Control of the United States Department of the Treasury (or any successor thereto);

Offer means a voluntary takeover offer (ostotarjous) (as defined in the Act and other applicable laws and regulations, including the Helsinki Takeover Code (ostotarjouskoodi) that entered into force on January 1, 2014) to the holders of the Target Shares with a minimum acceptance threshold of the Minimum Acceptance Threshold to be made by the Company pursuant to the terms of the Acquisition Documents as that Offer and/or the Acquisition Documents may from time to time be amended, extended, revised, waived or replaced in accordance with the Finance Documents.

Offer Document means the tender offer document (tarjousasiakirja) delivered or to be delivered by the Company to the shareholders of the Target;

Officer means, with respect to any person:

(a)            the chairman of the Board of Directors, the CEO, the president, the CFO, any vice president, the treasurer, any director or the company secretary (or, in each case, any person holding a similar or equivalent role):

(i)            of such person; and/or

(ii)            if such person is owned or managed by a single entity, of such entity; and/or

(b)            any other individual designated as an “Officer” by the Board of Directors of such person;

Officer’s Certificate means, with respect to any person, a certificate signed by one Officer of such person;

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Opening Consolidated EBITDA means €303,600,000;

Optional Currency means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions relating to Optional Currencies);

Original Accounting Principles means the accounting principles and related accounting practices and financial reference periods consistent with those applied in the Original Financial Statements and the Base Case Model;

Original Financial Statements means the consolidated annual financial statements of the Target for the year ending 31 December 2017;

Original Obligor means the Original Borrowers or the Original Guarantors;

Original Revolving Facility means the revolving credit facility made available under this Agreement as described in paragraph (a)(ii) of Clause 2.1 (The Facilities);

Original Revolving Facility Borrower means the Company or any member of the Group which accedes as an Additional Borrower under the Original Revolving Facility in accordance with Clause 31 (Changes to the Obligors), unless it has ceased to be an Original Revolving Facility Borrower in accordance with Clause 31 (Changes to the Obligors);

Original Revolving Facility Commitment means:

(a)            in relation to an Original Lender, the amount in the Base Currency set out in Part II of Schedule 1 (The Original Parties) as its Original Revolving Facility Commitment and the amount of any other Original Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facility) or Clause 2.3 (Increase); and

(b)            in relation to any other Lender, the amount in the Base Currency of any Original Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Additional Facility) or Clause 2.3 (Increase),

to the extent:

(i)              not cancelled, reduced or transferred by it under this Agreement; and

(ii)            not deemed to be zero pursuant to Clause 30 (Restriction on Debt Purchase Transactions);

Original Revolving Facility Lender means any Lender who makes available an Original Revolving Facility Commitment or an Original Revolving Facility Loan;

Original Revolving Facility Loan means a loan made or to be made under the Original Revolving Facility or the principal amount outstanding for the time being of that loan;

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Original Revolving Facility Utilisation means an Original Revolving Facility Loan or a Letter of Credit issued or to be issued under the Original Revolving Facility;

Participating Member State means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union;

Party means a party to this Agreement;

Perfection Requirements means the making or the procuring of the appropriate registrations, filing, publication, endorsements, notarisation, stampings and/or notifications of the Transaction Security Documents and/or the Security created thereunder and any other actions or steps, necessary in any jurisdiction or under any laws or regulations in order to create or perfect any Security or the Transaction Security Documents or to achieve the relevant priority expressed therein;

Permitted Acquired Indebtedness means:

(a)            Acquired Indebtedness, provided that:

(i)              such Financial Indebtedness is discharged within six (6) Months of the date on which the Acquired Person or Asset becomes a Subsidiary or is otherwise acquired (as the case may be); or

(ii)            where the Company has confirmed to the Agent that, at the election of the Company in relation to all or part of any Permitted Acquired Indebtedness, either:

(A)            as at the Permitted Acquired Indebtedness Commencement Date (to the extent incurred on or before such date or otherwise pro forma for its incurrence in full (and pro forma for the incurrence in full of any other Term Facility or Permitted Alternative Debt that constitutes term debt of the Group which has been committed but not incurred (and treating any Acquired Indebtedness that constitutes revolving debt as provided for in paragraph (1) of the definition of Permitted Indebtedness Cap))) by reference to the Applicable Test Date in paragraph (b)(i) of the definition thereof; and/or

(B)            (to the extent not already confirmed on the Permitted Acquired Indebtedness Commencement Date pursuant to paragraph (A) above), on the date of any incurrence of any Acquired Indebtedness (and pro forma for the incurrence in full of any other Term Facility or Permitted Alternative Debt that constitutes term debt of the Group which has been committed but not incurred (and treating any Acquired Indebtedness that constitutes revolving debt as provided for in paragraph (1) of the definition of Permitted Indebtedness Cap))) as at the Applicable Test Date in paragraph (b)(ii) of the definition thereof,

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(in each case after giving pro forma effect to the proposed use of proceeds thereof (save in respect of Acquired Indebtedness that constitutes revolving debt which shall be treated as provided for in paragraph (1) of the definition of Permitted Indebtedness Cap and any other adjustments permitted by this Agreement), such Acquired Indebtedness either:

(1)            falls within indebtedness permitted under paragraph (a) or any other limb of the definition of the Permitted Indebtedness Cap at such time; and/or

(2)            otherwise constitutes Permitted Financial Indebtedness; and

(b)            any Refinancing Debt where such Acquired Indebtedness (or Refinanced Debt thereof) constitutes the Refinanced Debt,

and provided that, there shall be no requirement for the provider(s) of Acquired Indebtedness (or any agent or trustee in respect of such Permitted Acquired Indebtedness) to accede to or be subject to the terms of the Intercreditor Agreement (or any other intercreditor arrangements);

Permitted Acquired Indebtedness Commencement Date means in respect of any Acquired Indebtedness, as elected by the Company, either: (a) the date upon which the relevant Acquired Person or Asset becomes or combines with a member of the Group or is otherwise acquired as the case may be; (b) the date upon which a member of the Group enters into a legally binding commitment for the relevant acquisition or such other transaction relating to such Acquired Indebtedness; (c) any date when such Acquired Indebtedness is committed or available for utilisation by a member of the Group; or (d) any date selected by the Company in the period between: (x) the date upon which such Acquired Person or Asset becomes or combines with a member of the Group or is otherwise acquired as the case may be; and (y) the date on which the period contemplated by paragraph (a)(i) of the definition of ‘Permitted Acquired Indebtedness’ expires;

Permitted Acquired Indebtedness Documents means each document which relates to or evidences the terms of any Permitted Acquired Indebtedness (including any credit or loan agreement, indenture, notes, fee letter, closing payment letter, syndication letter, engagement letter, hedging letter, guarantee, security document and any other instrument or document) designated as a Permitted Acquired Indebtedness Document by the Company;

Permitted Acquisition means:

(a)            the Acquisition;

(b)            any acquisition of any shares, securities or minority equity interests in any person that is not a member of the Group so long as:

(i)            such acquisition is funded with the CNI Growth Amount to the extent Not Otherwise Applied;

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(ii)            the Consolidated Net Leverage Ratio as at the Applicable Test Date (taking into account such acquisition on a pro forma basis) is equal to or less than 4.30:1 and such acquisition is funded with Acceptable Funding Sources or (without double counting) the Available Amount, in each case, to the extent Not Otherwise Applied; or

(iii)          to the extent not funded from Acceptable Funding Sources, the Available Amount and/or the CNI Growth Amount pursuant to (i) or (ii) above, the aggregate amount funded does not exceed €32,000,000 or, if higher, an amount equal to 10 per cent of LTM EBITDA per Financial Year;

(c)            any acquisition by a member of the Group pursuant to a Permitted Disposal by another member of the Group;

(d)            any acquisition of cash or Cash Equivalent Investments;

(e)            an acquisition by way of an Investment in a Joint Venture that is a Permitted Joint Venture to the extent permitted under Clause 27.16 (Joint Ventures);

(f)             an acquisition by a member of the Group (i) of shares (or other equity or ownership interests), provided that following that acquisition, such member of the Group has a controlling interest in that person (and, for this purpose, control means holding more than 50 per cent. of the voting shares or equivalent voting interests in the relevant person), or (ii) of a business or undertaking, in each case carrying on a Similar Business and, in each case, no Event of Default under Clauses 28.1 (Payment Default), 28.7 (Insolvency) or 28.8 (Insolvency Proceedings) has occurred and is continuing on the date of the Group’s entry into of a legally binding commitment to make the acquisition;

(g)            any acquisition pursuant to a Permitted Transaction;

(h)            an acquisition constituting a Permitted Share Issue;

(i)             an acquisition or redemption of Employee Advances;

(j)             any acquisition or redemption of shares or other ownership interests held directly or indirectly by current or former employees or members of management or any trust or other person in respect of, or in connection with, any MEP, incentive scheme or similar arrangement which does not at any time exceed the Employee Loan Basket;

(k)            any acquisition of shares following the conversion of an intra-Group loan into equity;

(l)             an acquisition of the share capital or analogous ownership interests in, or the incorporation of a limited liability entity (including by way of formation) which has not traded in any material respect prior to the close of the acquisition;

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(m)           any acquisition of shares in any member of the Group provided that the Parent may only acquire shares in the Company; and

(n)            any acquisition to which the Agent (acting on the instructions of the Majority Lenders) shall have given prior consent;

Permitted Alternative Debt means one or more facilities incurred or borrowed by a member of the Group which are not documented under this Agreement but which are incurred by way of loans, notes or other financing or debt arrangements (whether term or revolving and including any guarantee, letter of credit or ancillary facility), including as new or existing facility commitments, loans, or note issuance and/or as an additional tranche or class of, or an increase of, or an extension of, any facilities which are not documented under this Agreement, loans, notes or other financing or debt arrangements (in each case, whether or not in existence at the Permitted Alternative Debt Commencement Date and including arrangements existing at the time a person becomes a member of the Group (whether by acquisition, merger, consolidation or combination) or assumed in connection with the acquisition of assets, merger, consolidation or combination or otherwise); including by way of any loan, note (including senior or second lien secured, senior unsecured, senior subordinated or subordinated notes, whether in each case in a public or private offering, Rule 144A or other offering), bond or otherwise (including, in each case, term or revolving); issued or incurred, guaranteed or secured by any member of the Group or by a Holding Company thereof or any person which becomes a member of the Group or unsecured; and with such ranking, recourse and security as specified by the Company and agreed with the Permitted Alternative Debt Creditors (including unsecured, pari passu, second lien, mezzanine or junior to other indebtedness of the Group but (for the avoidance of doubt) not senior to or in priority to the Facilities with respect to payment or its claim from the proceeds of enforcement of any Transaction Security) provided that (unless otherwise agreed by the Majority Lenders) the Company confirms to the Agent that each of the following applicable conditions are met:

(a)            the repayment profile for such Permitted Alternative Debt shall be, at the option of the Company, a bullet repayment or an amortising repayment, provided that the following conditions shall apply, as applicable:

(i)              for so long as any Signing Date Facility B Commitments remain in place, if the Permitted Alternative Debt is term indebtedness (excluding Bridging Debt, Refinancing Debt and debt which is unsecured or secured on assets which are not subject to the Transaction Security but for the avoidance of doubt including indebtedness incurred by the Parent or any Topco Borrower and secured on the Topco Shared Security), the final maturity date for such Permitted Alternative Debt, must fall on or after the Termination Date for Facility B as at the date of this Agreement (or, if at such time Facility B has been repaid in full or would be repaid in full after giving effect to the application of proceeds from the Permitted Alternative Debt, any termination date); or

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(ii)            for so long as any Signing Date Facility B Commitments remain in place, if the Permitted Alternative Debt is term indebtedness (excluding Bridging Debt, Refinancing Debt and debt which is unsecured or secured on assets which are not subject to the Transaction Security but for the avoidance of doubt including indebtedness incurred by the Parent or any Topco Borrower and secured on the Topco Shared Security) and includes amortising or staggered repayments, such indebtedness may only amortise prior to the Termination Date for Facility B as at the date of this Agreement at a rate not exceeding three (3) per cent per annum of the principal amount of the term indebtedness (or, if at such time Facility B has been repaid in full or would be repaid in full after giving effect to the application of proceeds from the Permitted Alternative Debt, any amortisation profile) unless the Facility B Lenders are also offered by the Company the same percentage amortisation repayment per annum for each corresponding year to the extent the rate exceeds three (3) per cent per annum, provided that, for the purposes of this paragraph (ii), each individual Facility B Lender will be deemed to have rejected such offer unless such Facility B Lender notifies the Agent that it has accepted such offer by 11am five (5) Business Days (or such longer period which the Company agrees) after the date of such offer; or

(iii)          for so long as any Signing Date Original Revolving Facility Commitments remain in place, if the Permitted Alternative Debt is a revolving credit facility ranking pari passu with the Facilities (excluding Bridging Debt, Refinancing Debt and debt which is unsecured or secured on assets which are not subject to the Transaction Security), the final maturity date for such Permitted Alternative Debt must fall on or after the Termination Date for the Original Revolving Facility as at the date of this Agreement (or, if at such time the Original Revolving Facility has been repaid in full or would be repaid in full after giving effect to the application of proceeds from the Permitted Alternative Debt, any termination date);

(b)            save in respect of Refinancing Debt, the Company has confirmed to the Agent that, at the election of the Company in relation to all or part of any Permitted Alternative Debt, either:

(i)              as at the Permitted Alternative Debt Commencement Date (to the extent incurred on or before such date or otherwise pro forma for its incurrence in full (or in part as elected by the Company)) by reference to the Applicable Test Date in paragraph (b)(i) of the definition thereof; and/or

(ii)            (to the extent not already confirmed on the Permitted Alternative Debt Commencement Date pursuant to paragraph (i) above), on the date of any incurrence of any Permitted Alternative Debt as at the Applicable Test Date in paragraph (b)(ii) of the definition thereof,

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the Permitted Indebtedness Cap would not be exceeded; or to the extent it is exceeded, would otherwise constitute Permitted Financial Indebtedness;

(c)            (unless such Permitted Alternative Debt is Bridging Debt, Refinancing Debt, unsecured debt or debt secured on assets which are not subject to the Transaction Security) provided that any Signing Date Facility B Commitments remain in place, in relation to any Permitted Alternative Debt denominated in euro which is incurred within the period from the date of this Agreement until the period ending 12 Months after the Closing Date; and which is in the form of a term loan which ranks pari passu with the Facilities and has a maturity date less than 12 Months later than the Termination Date applicable to Facility B, the Yield applicable to such Permitted Alternative Debt does not exceed the MFN Rate above the highest Yield potentially applicable to Facility B hereunder on the Permitted Alternative Debt Commencement Date (including any increase to the Margin of Facility B that became effective prior to the Permitted Alternative Debt Commencement Date, and ignoring any step down on the ratchet in the definition of Margin which has been implemented prior to the Permitted Alternative Debt Commencement Date) unless the Yield applicable to Facility B is increased (including, if Yield is increased by increasing the applicable Margin, at each level of the applicable Margin ratchet) by an amount equal to the amount by which the Yield for such euro denominated Permitted Alternative Debt which is in the form of a term loan ranking pari passu with the Facilities and has a maturity date less than 12 Months later than the Termination Date applicable to Facility B exceeds the aggregate of the MFN Rate plus the highest applicable Yield referred to above (and for the avoidance of doubt there shall be no cap on the Yield of (i) any Permitted Alternative Debt which is not in the form of a loan or which is denominated in a currency other than euro, or (ii) any Bridging Debt or Refinancing Debt, or (iii) any Permitted Alternative Debt which would be included in the definition of Second Lien Lender Liabilities or Second Lien Notes Liabilities (as each such term is defined in the Intercreditor Agreement), or (iv) Permitted Alternative Debt which is secured on assets which are not subject to Transaction Security or which is unsecured or which is incurred by the Parent or any Topco Borrower and secured on the Topco Shared Security);

(d)            the Permitted Alternative Debt (excluding any unsecured Permitted Alternative Debt or Permitted Alternative Debt which is secured on assets which are not subject to Transaction Security and which, when aggregated with any other unsecured Permitted Alternative Debt or Permitted Alternative Debt which is secured on assets which are not subject to Transaction Security, does not exceed €157,500,000 (or its equivalent in any other currency or currencies) or if higher, an amount equal to 50 per cent of LTM EBITDA, at any time) shall be subject to either:

(i)            the Intercreditor Agreement, in which case, if the Permitted Alternative Debt Creditor is not already a party to the Intercreditor Agreement in the relevant capacity as a “Creditor” under (and as defined) therein for the relevant Intercreditor Class which applies to the Permitted Alternative Debt, such person has (or will) become a party to the Intercreditor Agreement as a “Creditor” in accordance with and pursuant to the terms of the Intercreditor Agreement by the Permitted Alternative Debt Commencement Date; or

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(ii)            a customary intercreditor agreement, the terms of which shall be reasonably satisfactory to the Agent and the Company,

and, if (i) or (ii) above applies, subject to the Agreed Security Principles (but for these purposes without regard to any of the Agreed Security Principles that has the effect of limiting security to Security Jurisdictions or restricting the granting of security or guarantees by non-Obligors or non-wholly owned Subsidiaries), the Finance Parties shall be offered the benefit of any guarantees or security granted to the creditors of the proposed Permitted Alternative Debt on the same terms as have been made available to the relevant Permitted Alternative Debt Creditors;

(e)            if the Permitted Alternative Debt is permitted to be secured on Transaction Security it shall (following accession by the relevant Permitted Alternative Debt Creditors to the Intercreditor Agreement) constitute Secured Liabilities (as defined in the Intercreditor Agreement) and if the Permitted Alternative Debt:

(i)              ranks pari passu with the Facilities in right of payment and security, it shall be incurred by an Obligor;

(ii)            would be included in the definition of Second Lien Lender Liabilities or Second Lien Notes Liabilities (as such terms are defined in the Intercreditor Agreement) it shall be incurred by the Company or the Parent or a special purpose vehicle which is a Subsidiary of the Parent and which is established for the incurrence of such Permitted Alternative Debt; and

(iii)            would be included in the definition of Topco Group Liabilities or is unsecured or secured on assets not subject to the Transaction Security (excluding, for the avoidance of doubt, any Permitted Alternative Debt that is not subject to paragraph (d) above, which may be incurred by any member of the Group or any Holding Company thereof) it shall be incurred by the Parent (or any Holding Company of the Parent) or a special purpose vehicle established for the incurrence of such Permitted Alternative Debt, provided that if any such Permitted Alternative Debt is incurred outside of the Group, it is guaranteed by one or more members of the Group and the proceeds of such Permitted Alternative Debt are contributed to the Group by way of a New Shareholder Injection (and for the avoidance of doubt there shall be no restriction in the Finance Documents on the incurrence of any indebtedness by any Holding Company of the Parent that is not guaranteed by one or more members of the Group);

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(f)            the Permitted Alternative Debt may share: (i) rateably, where ranking pari passu with the Facilities; (ii) less than rateably; or (iii) in the circumstances permitted by this Agreement (or if no Signing Date Facility B Commitments or Signing Date Original Revolving Facility Commitments (as applicable) remain in place) greater than rateably, in any mandatory prepayments;

(g)            no Event of Default is continuing on the relevant Permitted Alternative Debt Commencement Date; and

(h)            the Company has delivered to the Agent a duly completed Permitted Alternative Debt Notice signed by an authorised signatory, within ten (10) Business Days of the Permitted Alternative Debt Commencement Date, specifying the following matters in respect of such Permitted Alternative Debt:

(i)              the proposed issuer or borrower(s) and guarantor(s) in respect of the Permitted Alternative Debt;

(ii)            the aggregate amount of the commitments of the Permitted Alternative Debt Creditors and the currency being made available and any other optional currency or currencies which are available for utilisation under such Permitted Alternative Debt;

(iii)          the Permitted Alternative Debt Commencement Date and (if applicable) the availability period; and

(iv)          the maturity date, amortisation schedule (if any), any mandatory prepayment provisions, security (if any), ranking and intercreditor position (and whether it is governed by the Intercreditor Agreement, and if applicable, the Intercreditor Class or other position) for the Permitted Alternative Debt,

and such Permitted Alternative Debt Notice shall be deemed to have been duly completed for the purposes of this paragraph (h) if it is signed by the Company and specifies the matters in paragraphs (h)(i) to (h)(iv) above in respect of such Permitted Alternative Debt,

provided that

(A)            the terms applicable to any Permitted Alternative Debt (including ranking, security (if any) and intercreditor rights) will be those agreed between the Company and the Permitted Alternative Debt Creditors (subject to the conditions above and the Intercreditor Agreement); and

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(B)            notwithstanding any provision of a Finance Document to the contrary, there shall be no obligation or requirement to enter into any hedging arrangement or other derivative transaction in relation to any Permitted Alternative Debt;

Permitted Alternative Debt Commencement Date means, in respect of any Permitted Alternative Debt, the date, as elected by the Company, specified as the Permitted Alternative Debt Commencement Date (being any date on which the Permitted Alternative Debt has been (or will be) issued or available for utilisation) in the Permitted Alternative Debt Notice relating to that Permitted Alternative Debt;

Permitted Alternative Debt Creditor means the person or persons making available the Permitted Alternative Debt;

Permitted Alternative Debt Notice means, in respect of any Permitted Alternative Debt, a notice substantially in the form set out in Part III of Schedule 14 (Additional Facility) (or any other form agreed between the Agent and the Company (each acting reasonably)) delivered by the Company to the Agent in accordance with paragraph (h) of the definition of Permitted Alternative Debt;

Permitted Alternative Finance Documents means each document which relates to or evidences the terms of any Permitted Alternative Debt (including any credit or loan agreement, indenture, notes, fee letter, syndication letter, engagement letter, hedging letter, guarantee, security document and any other instrument or document) designated as a “Permitted Alternative Finance Document” by the Company and the Permitted Alternative Debt Creditors as set out in the Permitted Alternative Debt Notice in respect of that Permitted Alternative Debt;

Permitted Cash Management Facilities means (a) overdraft facilities and local working capital facilities; or (b) other facilities or accommodation comprising or substantially similar to those described in Clause 9.1 (Type of Facility), in each case, provided to members of the Group in an aggregate amount of up to €63,000,000 or, if higher, an amount equal to 20 per cent of LTM EBITDA at any time;

Permitted Disposal means:

(a)            any disposal made in the ordinary course of business of the disposing entity;

(b)            any disposal of cash and Cash Equivalent Investments in a manner not prohibited by the Finance Documents;

(c)            any disposal of assets (other than shares and/or, businesses and undertakings) in exchange or replacement for other assets (other than cash or Cash Equivalent Investments) which are, in the reasonable opinion of the entity effecting the acquisition, comparable or superior as to type, quality and value;

(d)            any disposal by a member of the Group to another member of the Group;

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(e)            any disposal of assets which are obsolete for the purpose for which such assets are normally utilised or which are no longer required for the purpose of the relevant person’s business or operations;

(f)              any disposal of any business, assets or shares permitted by Clause 27.8 (Mergers);

(g)            disposals of assets which are seized, expropriated or acquired by compulsory purchase by or by the order of any central or local governmental agency or authority which would not result in a breach of Clause 28.11 (Expropriation);

(h)            disposals pursuant to the grant or termination of leasehold interests in, or licences of, property in the ordinary course of business;

(i)              any disposal made pursuant to a contractual arrangement already in existence on the Closing Date;

(j)              any disposal of assets subject to Permitted Factoring, a Permitted Finance Lease or a Permitted Sale and Leaseback;

(k)            any disposal of assets arising as a result of a Permitted Share Issue or Permitted Security;

(l)              any disposal of assets arising as a result of a Permitted Transaction;

(m)          any disposal of an intra-Group loan as a result of the conversion of such intra-Group loan into equity pursuant to paragraph (k) of Permitted Acquisition;

(n)            any disposals of assets to a Joint Venture that is a Permitted Joint Venture or otherwise permitted under Clause 27.16 (Joint Ventures) or of an interest in a Joint Venture to the extent required by the terms of the arrangements in relation to that Joint Venture between the Joint Venture parties;

(o)            any disposal of Treasury Transactions or giving effect to a Debt Purchase Transaction;

(p)            any disposal to which the Majority Lenders shall have given their prior written consent;

(q)            any disposal required by law or regulation or any order of any governmental entity and/or required in order to comply with any ruling or request of, or condition imposed by, any relevant competition authority;

(r)              any disposal of assets in order to comply with the requirements of section 7f of the Fourth Book of the German Social Code (Sozialgesetzbuch IV) or section 4 of the German Company Pensions Act (Gesetz zur Verbesserung der betrieblichen Altersversorgung);

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(s)            disposals of fixed or long term assets other than shares (or the disposal of shares in a company whose material assets are limited to fixed or long term assets);

(t)              disposals among the Parent and its Restricted Subsidiaries;

(u)            any disposal of assets (including, any shares or other equity interests in or business, undertakings or divisions of any member of the Group) provided that:

(i)              no Event of Default has occurred and is continuing at the time the relevant member of the Group legally commits to the disposal of such asset; and

(ii)            any such disposal with a purchase price in excess of the Disposal Threshold Amount is for fair market value (as reasonably determined by the Company) with at least 75 per cent of the consideration for such disposal consisting of cash or Cash Equivalent Investments at the time of such disposal and provided that for the purposes of the 75 per cent cash consideration requirement only, the following items shall be deemed to be cash:

(A)            the amount of any indebtedness or other liabilities (other than indebtedness or other liabilities that are subordinated as “Subordinated Liabilities” (under and as defined in the Intercreditor Agreement) or that are owed to any member of the Group) of any member of the Group (as shown on such person’s most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the relevant member of the Group has been validly released by all relevant creditors in writing;

(B)            the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such disposal;

(C)            any shares or securities received by the Parent or any other member of the Group from such transferee that are converted by such person into cash or Cash Equivalent Investments (to the extent of the cash or Cash Equivalent Investments received) within one hundred and eighty (180) days following the closing of the applicable disposal; and

(D)            the fair market value (as determined by the Company in good faith) of non-cash consideration received by the Company or any other member of the Group in connection with any disposal that is designated as such in a certificate from the Company (signed by an authorised signatory), setting out the basis of such valuation (which will be reduced by the amount of cash and Cash Equivalent Investments received in connection with a subsequent sale or conversion of such designated non-cash consideration into cash or Cash Equivalent Investments) (the Designated Non-Cash Consideration) having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this paragraph that is at that time outstanding does not exceed €48,000,000 or, if higher, an amount equal to 15 per cent of LTM EBITDA;

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(v)            disposals of accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or in connection with the collection or compromise of such accounts receivables;

(w)           disposals of shares of, or sales of indebtedness or other securities of, Unrestricted Subsidiaries;

(x)            disposals of assets where the aggregate net cash consideration for the assets so disposed of (ignoring any earn out which may become payable) does not in any Financial Year in aggregate exceed the Permitted Disposals Basket;

(y)            disposals of inventory or equipment in the ordinary course of business (including on an inter-company basis);

(z)            disposals constituting a license or sub-license of Intellectual Property rights not prohibited under Clause 27.7 (Intellectual Property);

(aa)          disposals and/or terminations of leases, subleases, licenses or sublicenses (including the provision of software under any open source license), which (i) do not materially interfere with the business of any member of the Group; or (ii) relate to closed facilities or the discontinuation of any product line;

(bb)          any disposal of assets (including, any shares or equity interests in or business, undertakings or divisions of any member of the Group), including by way of public or private offerings, sales or otherwise, provided that:

(i)              at least 50% of the relevant Net Cash Proceeds received by the Group from such disposal or sale (the Specified Asset Sale Proceeds) are used to voluntarily prepay the Facilities in accordance with Clause 11.4 (Voluntary prepayment of Term Loans);

(ii)            the assets and equity interests disposed of pursuant to this paragraph (bb) do not in aggregate generate more than 15% of Opening Consolidated EBITDA or, if higher, LTM EBITDA; and

(iii)          such disposal is in connection with or relates to the Acquisition as a result of feedback from the regulatory or anti-trust authorities or advice from lawyers of the Initial Investors or the Group;

(cc)          the Specified Disposals; and

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(dd)         disposals of assets which are permitted to be disposed of as a Permitted Disposal under paragraphs (a) to (cc) above to a special purpose vehicle which is a member of the Group and the subsequent disposal of that special purpose vehicle provided that the assets transferred to the special purpose vehicle are the only material assets of that special purpose vehicle and such assets are similarly able to be disposed of in accordance with paragraphs (a) to (cc) above;

Permitted Disposals Basket means €48,000,000 or, if higher, an amount equal to 15 per cent of LTM EBITDA;

Permitted Factoring means any recourse or non-recourse sales or disposals pursuant to factoring, receivables financings or similar arrangements on arm’s length terms provided that:

(a)            if such arrangements are on a recourse basis, the maximum aggregate amount of cash consideration for such receivables which have been sold or disposed of and which remain outstanding (other than as a result of a default by the relevant debtor) does not (without double counting) pursuant to such factoring, receivables financing or similar arrangements (other than where recourse pursuant to such arrangements is limited to customary indemnities, warranties and/or security) exceed €63,000,000 or, if higher, an amount equal to 20 per cent of LTM EBITDA (plus any available amount under paragraph (v) of Permitted Financial Indebtedness) at any time; and

(b)            if such arrangements are on a non-recourse basis, an unlimited amount of such factoring, receivables financings or similar arrangements so long as any recourse pursuant to such arrangements is limited to customary indemnities, warranties and/or security;

Permitted Finance Leases means any Finance Leases where:

(a)            such Finance Leases existed on or prior to the Closing Date (and any replacement thereof to the extent not exceeding the amount of the Finance Lease being replaced or refinanced or, if greater, the amount of such Finance Lease on the Closing Date);

(b)            any other Finance Lease or vendor finance not permitted by the preceding paragraphs in relation to:

(i)              vehicles, plant, equipment or computers, the aggregate capital element of all rentals under such other Finance Leases and agreements does not exceed €48,000,000 or, if higher, an amount equal to 15 per cent of LTM EBITDA; or

(ii)            real estate (or any other assets not otherwise referred to in paragraph (i) above), the aggregate capital element of all rentals under such other Finance Leases and agreements does not exceed €63,000,000 or, if higher, an amount equal to 20 per cent of LTM EBITDA;

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Permitted Financial Indebtedness means:

(a)            Financial Indebtedness:

(i)             arising under the Finance Documents; or

(ii)            which is Permitted Alternative Debt or Refinancing Debt;

(b)            Financial Indebtedness arising under (or issued pursuant to) an Ancillary Facility or a Fronted Ancillary Facility, a Permitted Guarantee, a Permitted Loan, a Permitted Factoring, a Permitted Sale and Leaseback, a Permitted Finance Lease or any treasury transaction not prohibited by the terms of this Agreement;

(c)            until:

(i)             the Specified Target Indebtedness Longstop Date, the Specified Target Indebtedness; and

(ii)            the end of the Clean-Up Period, any Existing Target Debt (other than the Specified Target Indebtedness);

(d)            after the Specified Target Indebtedness Longstop Date, any Specified Target Indebtedness that it is subject to a Target Indebtedness Escrow Arrangement;

(e)            after the Specified Target Indebtedness Longstop Date, provided that the mandatory prepayment has been made in accordance with Clause 12.4 (Specified Target Indebtedness), any other Specified Target Indebtedness in an amount not exceeding the Retained Specified Target Indebtedness Amount provided that such Specified Target Indebtedness does not contain any restrictions on the granting of guarantees and security from the Target Group in favour of the Finance Parties contemplated in this Agreement;

(f)              Financial Indebtedness in respect of which a Letter of Credit has been issued or a guarantee or letter of credit has been issued under the Ancillary Facilities or the Fronted Ancillary Facilities;

(g)            Financial Indebtedness to which the Majority Lenders have given their prior written consent;

(h)            Permitted Acquired Indebtedness;

(i)              Financial Indebtedness arising as a result of daylight exposures of any member of the Group in respect of banking arrangements entered into in the ordinary course of its treasury activities;

(j)              Permitted Cash Management Facilities;

(k)            Financial Indebtedness which constitutes Shareholder Loans;

(l)              any earn out arrangement or other adjustment of purchase price, indemnification or similar obligation in relation to a Permitted Disposal, Permitted Acquisition or purchase of any other assets (to the extent that the earn out arrangement itself constitutes Financial Indebtedness);

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(m)          Financial Indebtedness incurred within two hundred and seventy (270) days of the acquisition, construction or improvement of fixed or capital assets to finance the acquisition, construction or improvement thereof which in aggregate does not exceed €48,000,000 or, if higher, an amount equal to 15 per cent of LTM EBITDA at any time;

(n)            any Financial Indebtedness (i) incurred in the ordinary course of business in respect of obligations of any member of the Group to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services and (ii) in respect of letters of credit, bankers’ acceptances, bank guaranties or similar instruments supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business;

(o)            any Financial Indebtedness of any member of the Group consisting of (i) the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business and/or (iii) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business;

(p)            Financial Indebtedness (including obligations in respect of guarantees, letters of credit, banker’s acceptances bank guaranties, surety bonds, performance bonds or similar instruments with respect to such Financial Indebtedness) incurred by any member of the Group in respect of workers compensation claims, unemployment insurance (including premiums related thereto), other types of social security, pension obligations, vacation pay, health, disability or other employee benefits;

(q)            Financial Indebtedness of any member of the Group representing deferred compensation or other similar arrangements to directors, officers, employees, members of management, managers, and consultants of any member of the Group in the ordinary course of business;

(r)              unfunded pension fund and other employee benefit plan obligations and liabilities incurred by the Parent or any Restricted Subsidiary in the ordinary course of business to the extent that the unfunded amounts would not otherwise cause an Event of Default under Clause 27.6 (Pension Schemes);

(s)            any liability arising as a result of two or more members of the Group belonging to a fiscal unity;

(t)              Financial Indebtedness arising under any guarantee, letter of credit or similar facilities granted to any member of the Group (or any renewal thereof) up to an aggregate maximum amount of €32,000,000 or, if higher, an amount equal to 10 per cent. of LTM EBITDA at any time;

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(u)            Financial Indebtedness arising under any bank guarantee, surety (Burgschaft) or any other instrument issued by a bank or financial institution upon request of a member of the Group in order to comply with the requirements under section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or under section 7e of the Fourth Book of the German Social Code (Sozialgesetzbuch IV); and

(v)            any other Financial Indebtedness, the principal outstanding amount of which does not in aggregate exceed €80,000,000 or, if higher, an amount equal to 25 per cent of LTM EBITDA at any time.

Permitted Guarantee means:

(a)            any guarantee:

(i)              under the Finance Documents; and

(ii)            of or constituting Permitted Alternative Debt or Refinancing Debt under a Permitted Alternative Finance Document or a Refinancing Debt Document;

(b)            any guarantee in respect of Financial Indebtedness of any entity that is not prohibited by Clause 27.13 (Indebtedness);

(c)            guarantees that constitute or are in respect of Permitted Acquired Indebtedness, provided that such guarantees are granted by or in respect of an Acquired Person or Asset, or are to support any grant of Permitted Security under paragraph (l) of the definition thereof and provided further that any such guarantees given by members of the Group other than an Acquired Person or Asset are limited recourse to the assets subject to such Permitted Security;

(d)            any guarantee which, if it were a loan, would be a Permitted Loan to the extent the issuer of the relevant guarantee would have been entitled to make a loan in an equivalent amount under the definition of Permitted Loan to the person whose obligations are being guaranteed;

(e)            guarantees of Treasury Transactions which are not prohibited under this Agreement and of Permitted Cash Management Facilities;

(f)              guarantees to landlords and counter-indemnities in favour of financial institutions which have guaranteed rent obligations of a member of the Group or guarantees or counter indemnities for the lease obligations of suppliers, customers, franchisees and licensees, in each case, in the ordinary course of business;

(g)            the endorsement of negotiable instruments in the ordinary course of trading;

(h)            guarantees guaranteeing performance by a member of the Group under any contract or other underlying obligation entered into in the ordinary course of business, including in respect of bank guarantees issued in respect of such underlying obligations;

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(i)              guarantees and indemnities given in favour of directors and officers of any member of the Group in respect of their function as such;

(j)              any guarantee given in respect of cash pooling, netting or set-off arrangements permitted pursuant to paragraphs (c) and/or (d) of Permitted Security;

(k)            indemnities given to professional advisers and consultants in the ordinary course of business;

(l)              guarantees given to creditors of members of the Group pursuant to Permitted Reorganisations and capital reductions;

(m)          guarantees and indemnities given pursuant to or in connection with Permitted Acquisitions, the Acquisition Documents and, to the extent, permitted under this Agreement, any Existing Target Debt;

(n)            guarantees given in connection with Permitted Disposals, up to a maximum amount equal to the consideration for that disposal and/or guarantees given by a member of the Group in respect of a former Subsidiary (at the time it was a Subsidiary and not in contemplation of it ceasing to be a Subsidiary) of that member of the Group where such member of the Group has received an indemnity in respect of the maximum aggregate amount of the liabilities under such guarantee;

(o)            guarantees by any member of the Group in respect of obligations or Permitted Financial Indebtedness of another member of the Group;

(p)            guarantees to which the Agent (on the instructions of the Majority Lenders) has given prior written consent;

(q)            customary indemnities contained in mandate, engagement and commitment letters, facility agreements, purchase agreements, indentures and other documents and/or arrangements, in each case entered into in respect of or in contemplation of any proposed Permitted Financial Indebtedness, Refinancing Debt, Permitted Disposals, Permitted Acquisitions, Permitted Transactions, Change of Control, Sale and/or IPO Event (in each case, irrespective of whether any such transaction or event completes);

(r)              any guarantee or indemnity made in connection with a Joint Venture that is a Permitted Joint Venture or is otherwise permitted under Clause 27.16 (Joint Ventures);

(s)            any guarantee or indemnity provided by a member of the Group for the obligations of another member of the Group in connection with a member of the Group claiming exemption from audit, the preparation and filing of its accounts or other similar exemptions (including under section 394C, 448C or 479C of the Companies Act 2006, section 2:403 of the Dutch Civil Code or other similar or equivalent provisions);

(t)              guarantees of (i) leases or of other obligations not constituting Financial Indebtedness and (ii) lease obligations of suppliers, customers, franchisees and licensees of any member of the Group, in each case, in the ordinary course of business;

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(u)            any guarantee or indemnity in respect of unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that they are permitted to remain unfunded under applicable law;

(v)            any guarantee given pursuant to section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or section 7e of the Fourth Book of the German Social Code (Sozialgesetzbuch IV);

(w)          guarantees by any member of the Target Group existing at the Closing Date (and any replacement thereof to the extent not exceeding the amount of the guarantee being replaced or, if greater, the amount of such guarantee on the Closing Date);

(x)            customary guarantees and/or indemnities given to the trustee of any employee share option or management incentive plan or unit trust scheme established in the ordinary course of business;

(y)            any guarantee arising by operation of law or required to be created in order to comply with applicable law requirements (including as a result of the existence of a fiscal unity for Finnish tax purposes, a fiscal unity (fiscale eenheid) for Dutch corporate income tax or Dutch VAT purposes or any analogous arrangement in any other jurisdiction, in each case, of which a member of the Group is a member) and any guarantee issued in favour of any relevant tax, customs, export or import authority;

(z)            any guarantee or indemnity in connection with any Target Indebtedness Escrow Arrangement;

(aa)          any liability arising as a result of two or more members of the Group belonging to a fiscal unity; and

(bb)         any other guarantees, the aggregate principal outstanding amount guaranteed by which (when aggregated with all such other guarantees) does not exceed €48,000,000 or, if higher, an amount equal to 15 per cent of LTM EBITDA at any time;

Permitted Holding Company Activity means:

(a)            in the case of the Parent, holding shares in the Company (and in no other member of the Group) and, in the case of the Company, holding shares in any Subsidiary;

(b)            conducting business as it is conducted in the ordinary course on the Closing Date (and including any assets and/or liabilities as at such date);

(c)            making Permitted Loans (provided that any loans from the Parent to its Subsidiaries shall only be made to the Company);

(d)            the incurrence of Permitted Financial Indebtedness permitted to be outstanding under the terms of this Agreement and entering into and performance of its obligations under any document in connection thereto;

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(e)            granting Transaction Security and any other Permitted Security, and providing Permitted Guarantees in respect of Permitted Financial Indebtedness and/or in respect of any other liabilities of any member of the Group;

(f)            the entry into and performance of its obligations under the Transaction Documents and any activities or transaction incidental thereto or in connection with the terms of the Transaction Documents;

(g)            the provision of administrative, managerial, employment, legal, treasury and accounting services of a type customarily provided by a holding company to its Subsidiaries, employing directors, officers and employees and/or the secondment of employees to other members of the Group;

(h)            the making of (or receipt of) (i) a Permitted Disposal; (ii) a Permitted Acquisition; (iii) a Permitted Payment; or (iv) a Permitted Share Issue under paragraph (a) of that definition and provided that the Parent shall not acquire any business or shares other than shares in the Company;

(i)              general administration activities including those relating to overhead costs and paying filing fees and other ordinary course expenses (such as audit fees and Taxes), to include the fulfilment of any periodic reporting requirements;

(j)              any activities desirable to maintain Tax status, the incurrence of any liabilities for, or in connection with, Taxes and making claims (and the receipt of any related proceeds) for rebates or indemnification in respect to Taxes;

(k)            activities in connection with any litigation or court or other proceedings that are, in each case, being contested in good faith;

(l)              the ownership of cash balances or Cash Equivalent Investments and the on-lending of cash intra-Group;

(m)           any activity or transaction in connection with, or in contemplation of any proposed, Permitted Financial Indebtedness, Refinancing Debt, Permitted Disposals, Permitted Acquisitions, Permitted Transactions, Change of Control and/or IPO Event (in each case, irrespective of whether any such transaction or event completes);

(n)            any activity or transaction pursuant to a Permitted Transaction;

(o)            the engagement of advisers and auditors and the payment of professional fees and other ancillary fees, costs and expenses;

(p)            any activities to which the Majority Lenders have given their prior written consent;

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(q)            the incurrence of any other costs that relate to services provided or duties of the Group;

(r)             the incurrence of any liability by operation of law as a result of the existence of a fiscal unity for Finnish law purposes or any analogous arrangement in any other jurisdiction, in each case, of which an Obligor is a member;

(s)            acting in a manner contemplated by the Tax Structure Memorandum; and

(t)             liabilities, transactions and arrangements under or arising in connection with the Finance Documents (as defined in each of the Existing Facilities Agreements);

Permitted Indebtedness Cap means at any time (without double counting):

(a)            an amount equal to the aggregate of:

(i)              €315,000,000 or, if higher, an amount equal to 100 per cent of LTM EBITDA; plus

(ii)            in the case of an Additional Facility, any Permitted Alternative Debt, the principal or equivalent amount of the proposed Additional Facility as at its Additional Facility Commencement Date or Permitted Alternative Debt as at its Permitted Alternative Debt Commencement Date (as the case may be), in each case to the extent that (A) the proceeds constitute and are (or are to be) Refinancing Debt; or (B) the purpose of the Additional Facility, Permitted Alternative Debt is to extend the maturity of any existing indebtedness without an increase in principal amount and, in each case, the proposed Additional Facility or Permitted Alternative Debt is applied for such purpose; plus

(iii)            the principal or equivalent amount of any of the Facilities, Additional Facilities, Permitted Alternative Debt, Permitted Acquired Indebtedness or Refinancing Debt ranking pari passu with or senior to the relevant Financial Indebtedness to be incurred in reliance on this paragraph that has been prepaid (together with a corresponding permanent cancellation) (but excluding any mandatory prepayment in accordance with Clause 12.4 (Specified Target Indebtedness) or any prepayment in accordance with Clause 5.8 (Debt Push Down)), in each case, prior to the applicable Additional Facility Commencement Date, Permitted Alternative Debt Commencement Date, Permitted Acquired Indebtedness Commencement Date (as the case may be); plus

(iv)            the principal or equivalent amount of any of the Facilities, Additional Facilities, Permitted Alternative Debt, Permitted Acquired Indebtedness or Refinancing Debt ranking pari passu with or senior to the relevant Financial Indebtedness to be incurred in reliance on this paragraph that are subject to a debt purchase transaction (or a similar or equivalent arrangement in connection with the Facilities, Additional Facility, Permitted Alternative Debt, Permitted Acquired Indebtedness or Refinancing Debt) by a member of the Group or such other person which results in such Facilities, Additional Facility, Permitted Alternative Debt, Permitted Acquired Indebtedness or Refinancing Debt (as the case may be) being permanently prepaid and cancelled, in each case, prior to the applicable Additional Facility Commencement Date, Permitted Alternative Debt Commencement Date, Permitted Acquired Indebtedness Commencement Date (as the case may be); plus

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(v)            the principal or equivalent amount of any undrawn commitments of any of the Facilities, Additional Facility, Permitted Alternative Debt, Permitted Acquired Indebtedness or Refinancing Debt ranking pari passu with or senior to the relevant Financial Indebtedness to be incurred in reliance on this paragraph that have been irrevocably cancelled prior to the applicable Additional Facility Commencement Date or Permitted Alternative Debt Commencement Date (as the case may be); plus

(vi)          an amount equal to 100% of the amount of any New Shareholder Injections (excluding (i) any amounts contributed to the Parent in accordance with paragraph (u) of the definition of Permitted Payment; and (ii) any New Shareholder Injections which have been applied to cure a Financial Covenant Event of Default pursuant to paragraph (b)(i) of clause 26.4 (Equity Cure Rights)); plus

(vii)         an amount equal to all fees, underwriting discounts, premiums (including any original issue discount, payment of call protection or prepayment premium) and other costs and expenses incurred in connection with the incurrence of the amount set out in this paragraph (a) or paragraph (b) below; less

(viii)        the principal or equivalent amount of any Additional Facilities and Permitted Alternative Debt classified as being incurred prior to the Additional Facility Commencement Date or Permitted Alternative Debt Commencement Date (as the case may be) in reliance on this paragraph (a); and

(b)            an unlimited amount by way of an Additional Facility, Permitted Alternative Debt or Permitted Acquired Indebtedness so long as the Company has confirmed to the Agent, that at the election of the Company in relation to all or part of any Additional Facility, Permitted Alternative Debt or Permitted Acquired Indebtedness, either:

(i)              as at the Additional Facility Commencement Date, Permitted Alternative Debt Commencement Date or Permitted Acquired Indebtedness Commencement Date, as the case may be (to the extent incurred on or before such date or otherwise pro forma for its incurrence in full (and pro forma for (x) the incurrence in full of any other Term Facility or Permitted Alternative Debt that constitutes term debt of the Group which has been committed but not incurred and its use for the purposes for which it is intended and (y) the prepayment of any amount of Financial Indebtedness which has been irrevocably committed but not made, in each case prior to the Applicable Test Date)) by reference to the Applicable Test Date in paragraph (b)(i) of the definition thereof; and/or

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(ii)            (to the extent not already confirmed on the Additional Facility Commencement Date, the Permitted Alternative Debt Commencement Date or Permitted Acquired Indebtedness Commencement Date as the case may be pursuant to paragraph (i) above), on the date of any incurrence of any Additional Facility, Permitted Alternative Debt or Permitted Acquired Indebtedness (and pro forma for (x) the incurrence in full of any other Term Facility or Permitted Alternative Debt that constitutes term debt of the Group which has been committed but not incurred and its use for the purposes for which it is intended and (y) the prepayment of any amount of Financial Indebtedness which has been irrevocably committed but not made, in each case prior to the Applicable Test Date) as at the Applicable Test Date in paragraph (b)(ii) of the definition thereof,

in each case after giving pro forma effect to the proposed use of proceeds thereof (in respect of an Additional Facility, Acquired Indebtedness or Permitted Alternative Debt that constitutes revolving debt on the basis provided for in paragraph (1) below) and any other adjustment permitted by this Agreement, such Financial Indebtedness:

(A)          (if such Financial Indebtedness would constitute Senior Lender Liabilities or Senior Secured Notes Liabilities) would not cause the Consolidated Senior Secured Net Leverage Ratio as at the Applicable Test Date to exceed 4.80:1;

(B)            (if such Financial Indebtedness would constitute Second Lien Lender Liabilities or Second Lien Notes Liabilities) would not cause the Consolidated Total Secured Net Leverage Ratio as at the Applicable Test Date to exceed 5.80:1; or

(C)            (if such Financial Indebtedness would be included in the definition of Topco Group Liabilities or is unsecured or secured on assets not subject to the Transaction Security) would not cause the Consolidated Net Leverage Ratio as at the Applicable Test Date to exceed 5.80:1,

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provided that:

(1)            in respect of an Additional Facility, Acquired Indebtedness or Permitted Alternative Debt that constitutes revolving debt being incurred in reliance on the Permitted Indebtedness Cap, such Financial Indebtedness shall be (A) assumed to be drawn if and to the extent it is committed for the purpose of funding a specified acquisition or investment (but not if committed for general corporate purposes or any other purpose) and the pro forma effect of such acquisition or investment shall be taken into account; (B) assumed to be undrawn if and to the extent it is committed to fund working capital purposes (but not if committed for a specified acquisition or investment or any other purpose); or (C) assumed to be drawn if and to the extent it is committed for any purpose other than those referred to in paragraphs (A) or (B) above provided that the proceeds of such utilisation shall be deemed to have been disbursed and no pro forma effect shall be taken into account for the use of proceeds;

(2)            any amount of any Additional Facility, Permitted Acquired Indebtedness or Permitted Alternative Debt may be incurred in reliance on paragraph (a) above rather than in reliance on paragraph (b);

(3)            any amount of any Additional Facility, Permitted Acquired Indebtedness or Permitted Alternative Debt (or any combination of the foregoing) may (whether incurred at the same time or otherwise) be deemed incurred in reliance on paragraph (b)(i) or paragraph (b)(ii) above (as applicable, and subject to the terms of those paragraphs) prior to the incurrence of any amounts set out in paragraph (a) above;

(4)            any guarantee of an Additional Facility, Permitted Acquired Indebtedness or Permitted Alternative Debt or any related credit support shall not be double counted;

(5)            if the principal Base Currency amount (or equivalent term) so specified is not denominated in euro (whether or not subject to any multi-currency option or otherwise), for the purposes of determining the Permitted Indebtedness Cap, that non-euro amount shall be converted into euro at an exchange rate selected by the Company (acting reasonably and in good faith) and notified to the Agent or if the Company has not notified to the Agent such conversion rate calculated at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before the Applicable Test Date in relation thereto; and

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(6)            for the purposes of determining compliance with this definition, in the event that an item of Financial Indebtedness meets the criteria of more than one of the permitted types and amounts of Financial Indebtedness in this definition as set out in any of paragraph (a), paragraph (b)(i) or paragraph (b)(ii) above, the Company will classify, and shall have the right from time to time and in its sole discretion to reclassify, any item Financial Indebtedness incurred under any subparagraph of this definition into one (or more) other sub-paragraphs of this definition or otherwise classify or reclassify such Financial Indebtedness as any other type of Permitted Financial Indebtedness, provided that, if the Company does not specify otherwise (and unless and until the Company specifies otherwise or the permission in paragraph (b) is no longer available), Financial Indebtedness shall first be deemed to have been incurred under paragraph (b) above;

Permitted Joint Venture means any Investment in a Joint Venture:

(a)            where the aggregate of:

(i)              all amounts subscribed for shares in, lent to or invested in all such Joint Ventures by any member of the Group;

(ii)            the contingent liabilities of any member of the Group under any guarantee given in respect of the liabilities of any Joint Venture; and

(iii)          the market value of any assets transferred by any member of the Group to any Joint Venture (other than assets provided on arm’s length terms),

net of profit distributions and returns on investments in cash (in each case after the Closing Date) and after deducting investments funded (whether notionally or in fact) with:

(A)          the CNI Growth Amount; or

(B)            if the Consolidated Net Leverage Ratio as at the Applicable Test Date (taking into account such Investment on a pro forma basis) was equal to or less than 4.30:1, Acceptable Funding Sources or (without double counting) the Available Amount,

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in each case to the extent Not Otherwise Applied, does not exceed in any Financial Year the Joint Venture Basket; or

(b)            to which the Majority Lenders have given their prior written consent.

Permitted Junior Debt Payment means any Junior Debt Payment:

(a)            utilising the proceeds of any Additional Facility, Permitted Alternative Debt or Refinancing Debt ranking pari passu with, or junior to, such indebtedness being prepaid;

(b)            as part of an applicable high yield discount obligation catch-up payment;

(c)            of regularly scheduled interest and payment of fees, expenses and indemnification obligations and other amounts (other than principal) as and when due (other than payments that are prohibited by the provisions of the Intercreditor Agreement);

(d)            to the extent that:

(i)              no Event of Default has occurred and is continuing when the payment is made or would arise as a result of such payment; and

(ii)            the pro forma Consolidated Net Leverage Ratio as at the Applicable Test Date (after taking into account such payment) is equal to or less than 4.30:1 pro forma for such prepayment (or equal to or less than 4.55:1 pro forma for such prepayment as contemplated in Clause 12.5(l)(i) (Application of prepayments));

(e)            to the extent that the payment is funded in whole or in part from the proceeds of New Shareholder Injections (to the extent Not Otherwise Applied) made after the Closing Date in an amount equal to such New Shareholder Injections received by the Parent after the Closing Date prior to such payment and which have not been applied to cure a Financial Covenant Event of Default pursuant to Clause 26.4(b)(i) (Equity Cure Rights) (excluding any amounts contributed to the Parent in accordance with paragraph (u) of the definition of Permitted
Payment);

(f)              utilising the amount of any mandatory prepayments declined by the Lenders under any of the Facilities; or

(g)            funded from any amount that could be applied by way of a Permitted Payment pursuant to paragraphs (i) and (w) of the definition of Permitted Payment (to the extent Not Otherwise Applied);

Permitted Loan means:

(a)            loans and trade credit in the ordinary course of business;

(b)            advance payments made in the ordinary course of business;

(c)            loans and the granting of credit by a member of the Group to another member of the Group;

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(d)            loans made in the ordinary course of intra-Group cash pooling arrangements;

(e)            loans existing at the time of (but not incurred in contemplation of) the acquisition of any person acquired pursuant to a Permitted Acquisition and made by that person or its Subsidiaries and any refinancing thereof, provided that the amount of that loan is not increased after completion of the Permitted Acquisition, except to the extent permitted by other paragraphs in this definition;

(f)            loans by an Obligor to an entity or business acquired pursuant to a Permitted Acquisition:

(i)             arising as a result of refinancing or otherwise discharging such entity’s business, assets or existing indebtedness and paying any breakage costs, redemption premium, make-whole costs and other fees, costs and expenses payable in connection with such refinancing or discharge; and/or

(ii)            for working capital needs of that entity or business;

(g)            loans by the Parent in lieu of a distribution to its shareholders to the extent the same would be permitted (but has not been made) as a Permitted Payment and to the extent that the amount of such loan does not exceed the amount which it could have made by way of such distribution (and provided that such amount shall cease to be available as a Permitted Payment);

(h)            loans comprising deferred consideration in respect of a Permitted Disposal, up to a maximum amount not exceeding 50 per cent of the consideration received in respect of such Permitted Disposal;

(i)            loans required to be made by mandatory provisions of law;

(j)            deposits of cash or Cash Equivalent Investments with financial institutions for cash management purposes or in the ordinary course of business;

(k)            loans to a Joint Venture that is a Permitted Joint Venture or otherwise to the extent permitted by Clause 27.16 (Joint Ventures);

(l)            any Employee Advances;

(m)           a loan made by a member of the Group for the purposes of repaying any other Permitted Financial Indebtedness to the extent such payment is not prohibited under this Agreement and the Intercreditor Agreement;

(n)            loans to which the Majority Lenders have given their prior written consent;

(o)            a loan made by a member of the Group in order to fund a payment to be made under a Finance Document;

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(p)            a loan made by the Parent to a Holding Company of the Parent for the purposes of an acquisition referred to in paragraph (b)(ii) of the definition of Permitted Payment, provided that the aggregate principal amount of any such loans outstanding (excluding capitalised interest) shall not exceed the Employee Loan Basket;

(q)            any loan contemplated by the Tax Structure Memorandum;

(r)             any loan made by a member of the Target Group and outstanding on the Closing Date;

(s)            loans received (i) in connection with the bankruptcy or reorganization of any Person, (ii) in settlement of delinquent obligations of, or other disputes with, customers, suppliers and other account debtors arising in the ordinary course of business, (iii) upon foreclosure with respect to any secured loan or other transfer of title with respect to any secured loan and/or (iv) as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes;

(t)              unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that they are permitted to remain unfunded under applicable law; and

(u)            loans not otherwise permitted pursuant to the preceding paragraphs so long as:

(i)              such loans are funded with the CNI Growth Amount to the extent Not Otherwise Applied;

(ii)            the Consolidated Net Leverage Ratio as at the Applicable Test Date (taking into account such loan on a pro forma basis) is equal to or less than 4.30:1 and such loan is funded with Acceptable Funding Sources or (without double counting) the Available Amount, in each case, to the extent Not Otherwise Applied; or

(iii)            to the extent not funded from Acceptable Funding Sources or the Available Amount and/or the CNI Growth Amount pursuant to (i) or (ii) above, the aggregate principal amount outstanding of all such loans at any time does not exceed €63,000,000 or, if higher, an amount equal to 20 per cent of LTM EBITDA;

Permitted Payment means by way of dividend, payment, repayment, prepayment, purchase, redemption, defeasance, discharge, exchange, entry into any arrangement, declaration or otherwise a payment including the cash payment of a dividend, repayment of equity, reduction of capital, loan, fee, charge or the cash payment of interest on, or repayment or prepayment of principal in respect of, Shareholder Loans or other Financial Indebtedness, setoff, acquisition of liabilities or other discharge in each case to fund or subject to the following conditions:

(a)            administrative costs, auditors fees, insurance premiums, directors’ and employees’ remuneration, Taxes, professional fees, regulatory costs and the like incurred by the Parent, the Company or any Holding Company of the Parent;

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(b)            any payments or amounts constituting or to be used directly or indirectly for purposes of making payments in connection with any Employee Advances and any waiver or transaction with respect thereto provided that the aggregate amount does not at any time exceed the Employee Loan Basket;

(c)            any payments or amounts constituting or to be used directly or indirectly for purposes of making payments in connection with an acquisition or redemption of shares, loan notes or other investments (directly or indirectly) by the Parent, any Restricted Subsidiary or any Holding Company of the Parent of current, potential or departing directors, management, officers, employees or consultants of such persons (or to any trust or other entity holding shares, loan notes or other investments in connection with any MEP, incentive scheme or similar arrangement) together with the purchase or repayment of any related loans and/or other compensation payments (including bonus payments and relating to incentive schemes) in respect of current, potential or departing directors, management, officers, employees or consultants and/or (in each case) any payments of related fees, costs, expenses or Taxes provided that all such payments (other than, if the Consolidated Net Leverage Ratio as at the Applicable Test Date (taking into account such payment on a pro forma basis) was equal to or less than 4.30:1, payments funded (whether notionally or in fact) with Acceptable Funding Sources or (without double counting) the Available Amount, in each case to the extent Not Otherwise Applied) do not exceed:

(i)              in any Financial Year €16,000,000 or, if higher, an amount equal to 5 per cent of LTM EBITDA; and

(ii)            at any time over the life of the Facilities €32,000,000 or, if higher, an amount equal to 10 per cent of LTM EBITDA;

(d)            (x) Investor front end fees or costs (either through reimbursement of such costs or by direct payment) and (y) an annual monitoring, management or advisory fee to the Investors in each Financial Year in an amount not exceeding €5,000,000 (or its equivalent in other currencies) with such amount increasing each year in line with RPI or, if higher, an amount equal to 1.5 per cent of LTM EBITDA plus, in each case, VAT (provided that no Event of Default has occurred and is continuing in which case such fee shall continue to accrue and will be payable once such Event of Default is no longer continuing);

(e)            any payment to enable or assist any Holding Company of the Parent to (i) pay its establishment costs or to pay Taxes, administration fees or other substance costs required to maintain its existence incurred by such Holding Company solely in respect of it being a Holding Company of the Group or (ii) repurchase any shares in any person upon the exercise of warrants, options or other securities convertible into or exchangeable for shares if such shares represent all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for shares as part of a “cashless” exercise;

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(f)            any repayment of Shareholder Loans or intra-group loans, the consideration for which is a Permitted Share Issue;

(g)            so long as no Event of Default is continuing, payments to any Restricted Person or an advisor to any Restricted Person for corporate finance advice, mergers and acquisitions advice and transaction advice actually provided to the Group on arm’s length commercial terms;

(h)            any payment made to a Restricted Person in the ordinary course of business on arm’s length commercial terms (but, for the avoidance of doubt, excluding any such payment made to a Restricted Person in its capacity as an investor in the Group, or as a consequence of such Restricted Person otherwise having an interest (direct or indirect) in the shares of the Parent, or in respect of any management fee);

(i)             to the extent that:

(i)              no Event of Default has occurred and is continuing when the payment is made or would arise as a result of such payment; and

(ii)            the pro forma Consolidated Net Leverage Ratio as at the Applicable Test Date (after taking into account such payment) is either:

(A)           equal to or less than 4.30:1 and such payment is funded from the Available Amount or from any CNI Growth Amount; or

(B)           equal to or less than 3.80:1;

(j)              to the extent that the payment is funded in whole or in part from the proceeds of New Shareholder Injections (to the extent Not Otherwise Applied) made after the Closing Date in an amount equal to such New Shareholder Injections received by the Parent after the Closing Date but prior to such payment and which have not been applied to cure a Financial Covenant Event of Default pursuant to Clause 26.4(b)(i) (Equity Cure Rights) (excluding any amounts contributed to the Parent in accordance with paragraph (u) of the definition of Permitted Payment);

(k)            any payment made to a Holding Company of the Company to enable the relevant Holding Company to make payment of any underwriting, commitment, arrangement or other similar fees, costs or expenses incurred in connection with a Listing;

(l)              any payment contemplated by the Tax Structure Memorandum;

(m)          any payment to a Holding Company of the Company to pay fees and expenses related to debt or equity offerings, investments, disposals or acquisitions permitted or not restricted by this Agreement (whether or not consummated);

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(n)            any payments made by a Subsidiary of the Parent to its direct shareholders or to other members of the Group;

(o)            any payment which is a Permitted Transaction;

(p)            any payment to which the Majority Lenders have given their prior written consent;

(q)            any payment funded by proceeds from a Listing, provided that no Event of Default has occurred and is continuing when the payment is made or would arise as a result of such payment;

(r)             any payment or payments in an amount not exceeding, in aggregate, 50% of the aggregate Specified Asset Sale Proceeds;

(s)            subject to the Intercreditor Agreement, any payment (excluding a Junior Debt Payment other than a Permitted Junior Debt Payment) under or pursuant to (or for the purpose of facilitating any payment under or pursuant to) any documents constituting or entered into in connection with the issuance of, commitment of, utilisation of or on-lending of any Additional Facility, Permitted Alternative Debt, Refinancing Debt or Permitted Acquired Indebtedness (including any Finance Documents, Permitted Alternative Finance Documents, any Permitted Acquired Indebtedness Documents or otherwise);

(t)             subject to the Intercreditor Agreement, any payment under or pursuant to any hedging arrangement or other derivative transaction in relation to any Additional Facility, any Permitted Alternative Debt, any Refinancing Debt or any Permitted Acquired Indebtedness (including any Finance Documents, Permitted Alternative Debt Documents, Permitted Acquired Indebtedness Documents or otherwise);

(u)            any payment of a dividend to a Holding Company if that Holding Company is the head of the corporate income tax fiscal unity in which the Parent is a subsidiary of the head of the corporate income tax fiscal unity provided that any such Holding Company which is the head of the corporate income tax fiscal unity agrees to make, as soon as reasonably practicable following receipt of any such profits, a contribution into the capital, or a payment into the capital reserves of, or a loan (provided any such loan constitutes Subordinated Indebtedness) or other payment to, the Parent in the amount of any profits transferred to it pursuant to the fiscal unity or any related profit and loss transfer agreement (net of (i) any taxes triggered at the level of that Holding Company on any such profits and (ii) any amounts otherwise permitted to be paid to that Holding Company as a Permitted Payment under this Agreement);

(v)            any repayment of principal and accrued interest under Shareholder Loans provided to fund Permitted Acquisitions or capital expenditure from the proceeds of a Utilisation under any Additional Facility and/or Permitted Alternative Debt or (provided that Consolidated Net Leverage Ratio as at the Applicable Test Date (taking into account such payment on a pro forma basis) is equal to or less than 4.30:1) from the Available Amount or any CNI Growth Amount provided that such payment is made within six (6) Months of the relevant Permitted Acquisition or capital expenditure; and

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(w)            to the extent that no Event of Default has occurred and is continuing when the payment is made, any other payment so long as the aggregate amount of all such payments under this paragraph does not exceed €40,000,000 in any Financial Year plus the Permitted Payment Unused Amount (and provided that for any Permitted Payment under this paragraph (w), the Permitted Payment Unused Amount shall be treated as being utilised prior to the €40,000,000 amount set out above));

Permitted Payment Unused Amount means, in respect of any Financial Year, the difference between:

(a)            the aggregate amount of Permitted Payments actually paid under paragraph (w) of Permitted Payment in all previous Financial Years during the life of the Facilities; and

(b)            (without double counting) the aggregate amount of Permitted Payments which would have been be paid under paragraph (w) of Permitted Payment in all previous Financial Years during the life of the Facilities, had the basket been utilised in full in each Financial Year;

Permitted Reorganisation means:

(a)            a solvent re-organisation (including pursuant to a solvent winding-up where the assets of the relevant company, after paying its liabilities, are distributed to its shareholders, as well as any amalgamation, demerger, merger, consolidation or other corporate reconstruction) involving the business or assets of, or shares of (or other interests in), any member of the Group (excluding at all times (A) the Parent and (B) the Company (other than where the Company is the entity surviving as a result of such reorganisation)) where:

(i)              substantially all of the business, assets and shares of (or other interests in) the relevant member of the Group continues to be owned directly or indirectly by the Parent in the same or a greater percentage as prior to such reorganisation, save for:

(A)           the shares of (or other interests in) any member of the Group which has been merged into another member of the Group or which has otherwise ceased to exist (including, for example, by way of the collapse of a solvent partnership or solvent winding up of a corporate entity) as a result of a such reorganisation; or

(B)           any business, assets and shares of (or other interests in) relevant members of the Group which cease to be owned:

(1)            as a result of a disposal or merger or other step permitted under, but subject always to the terms of, this Agreement; or

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(2)            as a result of a cessation of business or solvent winding-up of a member of the Group in conjunction with a distribution of all or substantially all of its assets remaining after settlement of its liabilities to its immediate shareholder(s) or other persons directly holding partnership or other ownership interests in it; or

(3)            as a result of a disposal of shares (or partnership or other ownership interests) in a member of the Group required to comply with applicable laws, provided that any such disposal is limited to the minimum amount required to comply with such applicable laws; and

(ii)            subject to the Agreed Security Principles, the Finance Parties (or the Security Agent on their behalf) will continue to have the same or substantially equivalent (ignoring for the purposes of assessing such equivalency any limitations required in accordance with the Agreed Security Principles or hardening periods and other than from any entity which has ceased to exist as contemplated in paragraph (i) above or is not or has ceased to be a member of the Group) guarantees and security over the same or substantially equivalent assets and over the shares (or other interests) in the transferee or the entity surviving as a result of such reorganisation save to the extent such assets or shares (or other interests) cease to exist or to be owned by members of the Group as contemplated in paragraph (i) above, in each case, to the extent such assets, shares or other interests are not disposed of as permitted under but always subject to the terms of this Agreement;

(b)            (excluding at all times (A) the Parent and (B) the Company (other than where the Company is the entity surviving as a result of such reorganisation)) any reorganisation arising as a consequence of a specific undertaking relating to a re-organisation in this Agreement;

(c)            any reorganisation contemplated by the Tax Structure Memorandum;

(d)            any reorganisation involving the business or assets of, or shares of (or other interests in) any member of the Group (excluding at all times (A) the Parent and (B) the Company (other than where the Company is the entity surviving as a result of such reorganisation)) which is implemented to comply with any applicable law or regulation (including all intermediate steps or actions necessary to implement such reorganisation); and

(e)            any other reorganisation involving one or more members of the Group approved by the Majority Lenders;

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Permitted Sale and Leaseback means any sale or disposal of any asset on terms whereby such asset is or may be leased back to or re-acquired by any member of the Group to the extent that:

(a)            in relation to the Target Group, such sale or disposal is committed prior to or on the Control Date; or

(b)            to the extent not otherwise permitted by the preceding paragraph, the aggregate cash consideration for all such assets disposed (and which have not been re-acquired by the Group at the end of the applicable lease) does not exceed €70,000,000 or, if higher, an amount equal to 22 per cent of LTM EBITDA;

Permitted Security means:

(a)            charges or liens in each case arising solely by operation of law and in the ordinary course of business;

(b)            rights of set-off existing in the ordinary course of business between any member of the Group and its respective suppliers or customers;

(c)            rights of set-off or netting or charges arising by operation of law or by contract by virtue of the provision to any member of the Group of clearing bank or similar facilities or overdraft facilities and arising under the standard commercial terms and conditions of such;

(d)            encumbrances over credit balances on bank accounts to facilitate operation of such bank accounts on a cash-pooled net balance basis;

(e)            any encumbrance, security interest or set-off arrangements in favour of any financial institution pursuant to its general terms and conditions (or the general terms and conditions applicable to any bank account and/or credit balance);

(f)             any Security or Quasi-Security arising under or in connection with any retention of title, extended retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to, or receivables of, a member of the Group in the ordinary course of business and on the supplier’s standard or usual terms;

(g)            Security arising under or in connection with a Permitted Sale and Leaseback, a Permitted Finance Lease, Permitted Factoring, hire purchase, conditional sale agreements or other agreements for the acquisition of assets on deferred payment terms in the ordinary course of business, to the extent such Security is granted by the relevant member of the Group over assets comprised within or constituted by or in connection with such arrangements;

(h)            Security or Quasi Security arising in connection with any Target Indebtedness Escrow Arrangement to the extent such Security or QuasiSecurity is created over the amount subject to the Target Indebtedness Escrow Arrangement;

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(i)             Transaction Security and Security arising under the Transaction Security Documents or other Security or Quasi Security arising under the Finance Documents, (to the extent permitted by the definition of Permitted Alternative Debt and securing only Permitted Alternative Debt) the Permitted Alternative Finance Documents and (to the extent permitted by the definition of Refinancing Debt and securing only Refinancing Debt) the Refinancing Debt Documents;

(j)             Security over goods and documents of title to goods arising in the ordinary course of letter of credit transactions entered into in the ordinary course of business;

(k)            any cash collateral provided in respect of letters of credit or bank guarantees to the extent not prohibited under this Agreement;

(l)             any Security or Quasi Security over or affecting any Acquired Person or Asset, and which is either:

(i)            subject to which such asset is acquired, provided that:

(A)          such Security or Quasi Security was not created in contemplation of the acquisition of such asset by a member of the Group;

(B)           the amount thereby secured has not been increased in contemplation of, or since the date of, the acquisition of such asset by a member of the Group (other than as a result of capitalisation of interest and accrual of any default interest); and

(C)           such Security or Quasi Security is released within six Months of such acquisition (save to the extent that such Security or Quasi Security constitutes Permitted Security under another paragraph of this definition); or

(ii)           granted in respect of Permitted Acquired Indebtedness (or any Refinancing Debt in respect thereof);

(m)          any (i) Security over shares in a Permitted Joint Venture to secure obligations to other joint venture partners in that Joint Venture to the extent required to be provided by the terms of the relevant joint venture agreement and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements and agreements with respect to non-wholly owned Subsidiaries;

(n)            Security which does not secure any outstanding actual or contingent liability provided that commercially reasonable endeavours are used to procure the release or discharge of such Security;

(o)            Security over cash paid into an escrow account by any third party or any member of the Group pursuant to any customary deposit or retention of purchase price arrangements entered into pursuant to any disposal or acquisition made by a member of the Group and which is permitted pursuant to Clause 27.10(Disposals) or 27.17(Acquisitions and Investments);

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(p)            Security over rental deposits placed by a member of the Group with a lessor or concession payments made pursuant to a property lease or license entered into in the ordinary course of business;

(q)            any Security in favour of landlords or warehouse operators in favour of the relevant third party landlord or warehouse operator under a lease or warehousing agreement entered into in the ordinary course of business of the relevant member of the Group;

(r)             any Security arising pursuant to an order of attachment or injunction restraining disposal of assets or similar legal process arising in connection with court proceedings which are contested by any member of the Group in good faith by appropriate proceedings;

(s)            Security arising automatically by operation of law in favour of any taxation or any government authority or organisation in respect of taxes, assessments or governmental charges which are not yet due or the liability in respect of which is being contested by the relevant member of the Group in good faith by appropriate proceedings and Security or Quasi Security for Tax which is imposed by the relevant tax authority;

(t)             (i) Security created pursuant to a court order or judgment or as security for costs arising pursuant to court proceedings being contested by the relevant member of the Group in good faith by appropriate proceedings and (ii) any pledge and/or deposit securing any settlement of litigation;

(u)            any payment or close out netting or set-off arrangement pursuant to any Treasury Transaction or foreign exchange transaction entered into by a member of the Group (and, for the avoidance of doubt, any credit support annex or similar supporting security document provided in relation to such Treasury Transaction shall not constitute Permitted Security under this paragraph (u));

(v)            Security constituting an escrow arrangement to which the proceeds from any issue or the incurrence of any Additional Facility, any Permitted Acquired Indebtedness, any Refinancing Debt or any Permitted Alternative Debt are subject;

(w)          Security to which the Majority Lenders shall have given their prior written consent;

(x)            Security granted in favour of creditors of the Group directly in relation to a Permitted Reorganisation or capital reduction of a member of the Group, to the extent necessary to ensure that the Permitted Reorganisation or capital reduction occurs;

(y)            any lien arising under the general terms and conditions of banks with whom any member of the Group maintains a banking relationship in the ordinary course of business;

(z)            any Security granted or arising over any shares issued in connection with any employee or management incentive scheme operated by any member of the Group which is not a member of the Group as at the Closing Date;

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(aa)         any Security or Quasi-Security given in order to comply with the requirements under section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or under section 7e of the Fourth Book of the German Social Code (Sozialgesetzbuch IV);

(bb)         any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group;

(cc)         Security over insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(dd)         (i) leases, licences (including sub-licences) or subleases granted to others or (ii) assignments of Intellectual Property rights granted to a customer of any member of the Group, in each case in the ordinary course of business which do not secure any Financial Indebtedness and do not interfere with the business of the Group in any material respect;

(ee)         (i) Security granted in respect of Permitted Cash Management Facilities and (ii) Transaction Security granted in respect of Permitted Cash Management Facilities provided that (in the case of (ii)) the creditors (or their representative) in respect thereof accede to the Intercreditor Agreement as a “Cash Management Facility Creditor”;

(ff)          any Security granted by any member of the Group required to be granted in favour of creditors of a member of the Group in relation to or as a result of (i) the conversion of the legal form of the Target into a limited liability company and/or (ii) the acquisition of the remaining Target Shares by the Company pursuant to the Squeeze Out;

(gg)         in relation to the Target Group, any Security or Quasi-Security existing on or at any time prior to the Control Date provided that reasonable endeavours are used to procure the release or discharge of such Security within three Months of the Control Date except to the extent securing Permitted Financial Indebtedness; and

(hh)         any other Security securing indebtedness in an aggregate principal amount outstanding not exceeding €63,000,000 or, if higher, an amount equal to 20 per cent of LTM EBITDA at any time;

Permitted Share Issue means:

(a)            an issue of shares by the Parent not constituting an Exit Event;

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(b)            an issue of shares by a Subsidiary of the Parent to its shareholders or to another member of the Group provided that either (i) the percentage ownership interests (direct or indirect) of the Parent in such Subsidiary prior to such issue is not diluted as a result; or (ii) the value attributable by the Parent (acting in good faith) to any shares the issue of which results in any dilution is not greater than any amounts that if transferred to such shareholder that is not a member of the Group would constitute a Permitted Disposal, Permitted Loan or Permitted Payment and provided further that in each case (but subject to the Agreed Security Principles), in the event that the shares of such Subsidiary are subject to Transaction Security prior to such issue, such shares to the extent issued to another member of the Group are subject to Transaction Security which is substantially the same as any other Transaction Security over shares in the same jurisdiction or, otherwise in accordance with the provisions of the Agreed Security Principles or otherwise in a manner satisfactory to the Majority Lenders (acting reasonably), and with respect to (i) above, the percentage of shares in such Subsidiary subject to Transaction Security is not diluted;

(c)            an issue of shares pursuant to a management or employee share scheme of the Group or an issue of shares permitted pursuant to a Permitted Acquisition, a Permitted Transaction or as permitted under Clause 27.8 (Mergers) or Clause 27.16 (Joint Ventures);

(d)            shares to directors and other officers who are required to have a minimum shareholding under applicable law or regulation, to the extent they do not at the time of issue have such a shareholding;

Permitted Structural Adjustment means a Structural Adjustment as permitted by this Agreement;

Permitted Transaction means:

(a)            any disposal required, Financial Indebtedness incurred, guarantee, indemnity, Security or Quasi Security given, or other transaction arising, under or in accordance with the Transaction Documents and/or the Interim Facilities Agreement;

(b)            any transaction, step, arrangement or other matter entered into or arising pursuant to or in connection with any Permitted Reorganisation;

(c)            any payments or other transactions or arrangements contemplated by the Acquisition Documents or required by applicable law or regulation or any exercise of any set-off of any claims or receivables of the Company (or its Affiliates) arising under or in connection with the Acquisition Documents against any liabilities owed by the Company (or its Affiliates) to the shareholders of the Target, their Affiliates or assigns or any payments or other transactions or arrangements contemplated in the Tax Structure Memorandum (provided that any intermediate steps or actions necessary or desirable to implement the transactions or arrangements described in the Tax Structure Memorandum shall be regarded as a Permitted Transaction provided they could not reasonably be expected to be materially adverse to the interests of the Lenders under the Finance Documents);

(d)            transactions (other than the granting or creation of Security or Quasi Security, the making of loans, granting of guarantees, acquisitions or disposals of shares, companies or businesses or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arms’ length terms;

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(e)            any transaction arising under or in accordance with the entry into or assumption of an obligation in any Transaction Document or in respect of an Additional Facility or Permitted Alternative Debt (under a Finance Document or Permitted Alternative Finance Document or any other document in connection therewith including if entered into prior to the Additional Facility Commencement Date or Permitted Alternative Debt Commencement Date) or any Permitted Structural Adjustment or Permitted Acquired Indebtedness or, in each case, taken to comply with an undertaking therein, provided that such Additional Facility, Permitted Alternative Debt or Permitted Acquired Indebtedness is permitted or not otherwise prohibited under the Finance Documents other than by reason of reference to this definition of Permitted Transaction;

(f)             any conversion of a loan, credit or any other indebtedness outstanding which is permitted under any Finance Document into distributable reserves or share capital of any member of the Group or any other capitalisation, forgiveness, waiver, release or other discharge of that loan, credit or indebtedness, in each case on a cashless basis;

(g)            any repurchase of shares in any person upon the exercise of warrants, options or other securities convertible into or exchangeable for shares if such shares represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for shares as part of a “cashless” exercise;

(h)            any acquisition by a member of the Group or loan to a trust or special purpose vehicle to fund the purchase of any departing management’s, directors’ or employees’ equity in (or loan notes issued by) a member of the Group or a Holding Company (together with the purchase or repurchase of related loans) and/or other compensation payments (including bonus payments and relating to incentive schemes) in respect of departing management, directors or employees and/or (in each case) any payments of related costs, fees and expenses in accordance with paragraph (d) of the definition of Permitted Payment;

(i)             any:

(i)             conversion of outstanding shares of the Parent or of any of its Subsidiaries into shares of another class; and

(ii)            redemption, repurchase or repayment of any shares of, or of any shareholder loan granted to, the Parent or of any of its Subsidiaries paid in full by way of set-off with the subscription to other shares or shareholder loans are expressly permitted,

in each case to the extent that (A) any such conversion, redemption, repurchase or repayment is made without any immediate or deferred cash payment to the holders of the concerned shares or shareholder loans, and (B) the Finance Parties (or the Security Agent on their behalf) will continue to have the same or substantially equivalent (ignoring for the purposes of assessing such equivalency any limitations required in accordance with the Agreed Security Principles or hardening periods) security over the new shares or shareholder loans resulting from such conversion, redemption, repurchase or repayment;

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(j)             any transaction permitted by the Majority Lenders;

(k)            the execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or cash pooling or management purposes in the ordinary course of business;

(l)             any transaction or payments arising on the exercise of any put or call options (or any equivalent right or obligation) in relation to any Permitted Joint Venture;

(m)          any other transaction or arrangements entered into for the purpose of funding fees, expenses or charges related to the Acquisition and discharging the Existing Target Debt (including any fees, costs or expenses in connection with related due diligence activities and such costs properly incurred by any Investor and/or Holding Company of the Parent and recharged to a member of the Group);

(n)            any loan, acquisition, Investment in a Joint Venture or other person, transfer of assets, grant of a guarantee or capital contribution, in each case, other than to, in or with respect to an Unrestricted Subsidiary provided that:

(i)             no Event of Default has occurred or is continuing or would arise as a result of such transaction, tested when the transaction is made or (at the election of the Company) committed and, for the avoidance of doubt, with the benefit of the permission in this paragraph (n);

(ii)            the Consolidated Net Leverage Ratio, as at the Applicable Test Date (pro forma taking into account such transaction) is equal to or less than 4.30:1.00; and

(iii)          all or the relevant part of such loan, acquisition, Investment or other transaction is funded from the Available Amount (excluding, for this purpose, Permitted Financial Indebtedness) or any CNI Growth Amount;

(o)            the Debt Push Down;

(p)            any transaction of a member of the Group entered into upon request of a regulatory agency in order to allow the respective member of the Group to comply with mandatory regulatory law requirements to enable it or any of its Subsidiaries to conduct its business, in particular, but not limited to: (i) the making of a deposit, (ii) the incurrence of a guarantee or Financial Indebtedness, (iii) the granting of any Security over assets which are not subject to the Transaction Security or (iv) any equivalent transaction (each a Regulatory Transaction); and

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(q)            subject to the Company complying with Clause 27.34 (Control Date), any transactions or arrangements entered into (or committed to) by members of the Target Group prior to the Control Date;

Permitted Underwriter Transferee has the meaning given to that term in Clause 29.3 (Conditions of assignment or transfer);

Permitted Underwriter Transferor has the meaning given to that term in Clause 29.3 (Conditions of assignment or transfer);

Principal Brands means the Salomon Brand, the Arc’teryx Brand and the Wilson Brand;

Pro Forma Acquisition Adjustments has the meaning given to that term in Clause 26.1 (Financial definitions);

Pro Forma Disposal Adjustments has the meaning given to that term in Clause 26.1 (Financial definitions);

Pro Forma Group Initiative Adjustments has the meaning given to that term in Clause 26.1 (Financial definitions);

Qualified ECP Guarantor means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding US$10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act;

Qualifying IPO Condition has the meaning given to that term in paragraph (b) of Clause 27.26 (Qualifying Listing / Ratings Trigger);

Quarter Date has the meaning given to that term in Clause 26.1 (Financial definitions);

Quarterly Compliance Certificate means a compliance certificate substantially in the agreed form set out in Part I of Schedule 8 (Compliance Certificates) and delivered by the Parent to the Agent under paragraph (a) of Clause 25.3 (Compliance Certificates);

Quarterly Financial Statements has the meaning given to that term in Clause 25.1 (Financial statements);

Quasi Security means a transaction or arrangement to:

(a)            sell, transfer or otherwise dispose of to any person who is not a member of the Group any of its assets on terms whereby they are or may be leased to or re-acquired by any other member of the Group;

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(b)            sell, transfer or otherwise dispose of any of its receivables to any person who is not a member of the Group on recourse terms;

(c)            enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(d)            enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset;

Quotation Day means, in relation to any period for which an interest rate is to be determined:

(a)            (if the currency is euro) two (2) TARGET Days before the first day of that period;

(b)            (if the currency is USD) two (2) US Government Securities Business Days before the first day of that period; or

(c)            (where the currency is not EUR or USD) two (2) London Business Days before the first day of that period;

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days);

Quoted Tenor means, in relation to the Screen Rate for a Term Reference Rate applicable to Loans in a currency, any period for which that Screen Rate is customarily displayed on the relevant page or screen of an information service;

Rate Switch Currency means any currency for which there are Compounded Rate Terms;

Rate Switch Date has the meaning given to that term in Clause 14.11 (Rate Switch Notice);

Rate Switch Notice means a notice substantially in the form set out in Schedule 18 (Form of Rate Switch Notice);

Ratings Condition has the meaning given to it in Clause 27.26 (Qualifying Listing / Ratings Trigger);

Receiver means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property;

Reconciliation Statement has the meaning given to such term in paragraph (a)(ii) of Clause 25.6 (Agreed Accounting Principles);

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Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks in relation to EURIBOR, as the rate at which the relevant Reference Bank could borrow funds in the European interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in a reasonable market size in that currency and for that period;

Reference Banks means, in relation to EURIBOR, up to three Lenders as may be appointed by the Agent in consultation with the Company (provided that no Lender shall be appointed as a Reference Bank without its consent);

Refinancing Amendment means an amendment to this Agreement executed by the Company (as Obligors’ Agent) (or, if required pursuant to applicable law, the relevant Obligors), the Agent and each Lender that agrees to provide all or any portion of the relevant Replacement Term Facility or the Replacement Revolving Facility;

Refinancing Debt means any indebtedness of the Group or, if applicable, any Holding Company of the Parent (including additional indebtedness incurred pursuant to a Replacement Facility) to the extent incurred for the purpose of any refinancing, exchange, replacement, renewal or extension (including pursuant to any defeasance or discharge mechanism) of all or any part of any indebtedness of the Group (or, if applicable, any Holding Company of the Parent to the extent that such indebtedness is guaranteed by one or more members of the Group and the proceeds of such indebtedness have been contributed to the Group by way of a New Shareholder Injection), including any Facility, any Permitted Alternative Debt, any Permitted Acquired Indebtedness (other than (A) in respect of paragraph (a)(i) of the definition thereof or (B) in respect of Specified Target Indebtedness during the period until the Specified Target Indebtedness Longstop Date or thereafter in respect of any Specified Target Indebtedness that is subject to a Target Indebtedness Escrow Arrangement) or any Refinancing Debt (and any refinancing, exchange or replacement financing thereof from time to time) (the Refinanced Debt) and all fees, underwriting discounts, premiums, costs and expenses, and any prepayment premium and discounts incurred in connection with any such refinancing, exchange or replacement, and any related stamp or other taxes, notarial or registration fees relating to the Refinanced Debt, provided that unless otherwise agreed by the Majority Lenders):

(a)            the Refinancing Debt (unless it is (i) Bridging Debt; (ii) unsecured debt; or (iii) debt secured on assets which are not subject to the Transaction Security) has a final stated maturity at the time such Refinancing Debt is incurred that is the same as or later than the final stated maturity of the indebtedness being refinanced, exchanged, replaced, renewed or extended (including pursuant to any defeasance or discharge);

(b)            the Refinancing Debt (unless it is (i) Bridging Debt; (ii) unsecured debt; or (iii) debt secured on assets which are not subject to the Transaction Security) if it is term indebtedness may only amortise prior to the Termination Date for Facility B as at the date of this Agreement at a rate not exceeding three (3) per cent per annum of the principal amount of the term facility (or, if at such time the Signing Date Facility B Commitments have been repaid in full or would be repaid in full after giving effect to the application of proceeds from the Refinancing Debt, there shall be no limitations or restrictions on the amortisation profile of the Refinancing Debt) unless the Facility B Lenders are also offered by the Company the same percentage amortisation repayment per annum for the corresponding year to the extent the rate exceeds three (3) per cent per annum, provided that, for the purposes of this paragraph (B), each individual Facility B Lender will be deemed to have rejected such offer unless such Facility B Lender notifies the Agent that it has accepted such offer by 11am five (5) Business Days (or such longer period which the Company agrees) after the date of such offer;

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(c)            such Refinancing Debt is incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or, if issued with original issue discount, the aggregate accreted value) then outstanding of the indebtedness being refinanced (plus, without duplication, any additional indebtedness incurred to pay interest or premiums required by the instruments governing such existing indebtedness and all fees, underwriting discounts, premiums, costs and expenses, and any prepayment premium and discounts incurred in connection with any such refinancing, exchange or replacement, and any related stamp or other taxes, notarial or registration fees incurred in connection therewith);

(d)            such Financial Indebtedness:

(i)             is unsecured Financial Indebtedness or is secured on the same assets or on a substantially similar or equivalent (or junior) basis and requirements as the Refinanced Debt;

(ii)            has the same (or junior) ranking and subordination as the Refinanced Debt;

(iii)          if the Refinanced Debt is already subordinated to the Facilities under the Intercreditor Agreement, is subordinated to the Facilities under the Intercreditor Agreement on terms at least as favourable to the Lenders as those contained in the documentation governing the Refinanced Debt; and

(iv)          may share: (i) rateably; (ii) less than rateably; or (iii) in the circumstances permitted by this Agreement (or if no Signing Date Facility B Commitments or Signing Date Original Revolving Facility Commitments (as applicable) remain in place) greater than rateably, in any mandatory prepayments;

(e)            if the Refinanced Debt ranks pari passu with the Facilities and was incurred by an Obligor, the Refinancing Debt must be incurred by an Obligor;

(f)            if the Refinanced Debt is Second Lien Lender Liabilities or Second Lien Notes Liabilities, the Refinancing Debt must be incurred by the Company or the Parent or a special purpose vehicle which is a Subsidiary of the Parent, and which is established for the incurrence of such Refinancing Debt;

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(g)            if the Refinancing Debt is Topco Group Liabilities, the Refinancing Debt must be incurred by a Topco Borrower; and

(h)            Refinancing Debt shall not include Financial Indebtedness of the Parent or a Restricted Subsidiary that refinances Financial Indebtedness of an Unrestricted Subsidiary;

Refinancing Debt Documents means each document which relates to or evidences the terms of any Refinancing Debt (including any credit or loan agreement, indenture, notes, fee letter, closing payment letter, syndication letter, engagement letter, hedging letter, guarantee, security document and any other instrument or document) designated as a Refinancing Debt Document by the Company;

Register has the meaning given to that term in Clause 29.9 (The Register);

Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund;

Release Condition has the meaning given to that term in Clause 27.26 (Qualifying Listing / Ratings Trigger);

Released Amounts has the meaning given to that term in paragraph (b) of Clause 27.26 (Qualifying Listing / Ratings Trigger);

Relevant Action has the meaning given to that term in Clause 26.1 (Financial definitions);

Relevant Entity has the meaning given to that term in paragraph (a) of Clause 28.7 (Insolvency);

Relevant Holders means: (i) the Initial Investors; (ii) the Management Investors; (iii) any trust, partnership or other entity holding shares for or on behalf of any of the persons referred to in (i) or (ii) above or holding shares transferred by departing directors, officers, employees or management; and (iv) any other person(s) approved by the Majority Lenders;

Relevant Interbank Market means:

(a)            subject to paragraph (b) below:

(i)              in relation to euro, the European interbank market;

(ii)             in relation to USD, the market for overnight cash borrowing collateralized by US Government securities; and

(iii)            in relation to any other currency, the London interbank market; and

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(b)            in relation to a Compounded Rate Currency, the market specified as such in the applicable Compounded Rate Terms;

Relevant Jurisdiction means, in relation to an Obligor:

(a)            its jurisdiction of incorporation; and

(b)            the jurisdiction whose laws govern any of the Transaction Security Documents entered into by it;

Relevant Period has the meaning given to that term in Clause 26.1 (Financial definitions);

Relevant Outstanding Specified Target Indebtedness Amount means:

(a)            the amount equal to the principal amount of the Specified Target Indebtedness on the Specified Target Indebtedness Longstop Date save to the extent subject to a Target Indebtedness Escrow Arrangement;

minus

(b)            the principal amount of such Specified Target Indebtedness which the Group would be able to maintain outstanding on the Specified Target Indebtedness Longstop Date without the Consolidated Senior Secured Net Leverage Ratio (ignoring solely for the purpose of this calculation Cash standing to the credit of the Target Indebtedness Refinancing Account) exceeding 4.80:1.00 as at the Applicable Test Date (such amount being the Retained Specified Target Indebtedness Amount, provided that the Retained Specified Target Indebtedness Amount shall not exceed an aggregate amount of €100,000,000);

Renewal Request means a written notice delivered to the Agent in accordance with Clause 6.6 (Renewal of a Letter of Credit);

Repeating Representations has the meaning given to it in paragraph (b) of Clause 24.19 (Repetition);

Replacement Facility means a Replacement Revolving Facility or a Replacement Term Facility;

Replacement Facility Borrower means any member of the Group which is specified as a borrower under a Replacement Facility in the applicable Refinancing Agreement and which (a) is a Borrower under this Agreement or (b) accedes as an Additional Borrower in accordance with Clause 31 (Changes to the Obligors), unless, in each case, it has ceased to be a Borrower in accordance with Clause 31 (Changes to the Obligors);

Replacement Facility Commitments means the Replacement Revolving Facility Commitments and the Replacement Term Facility Commitments;

Replacement Facility Lenders means the Replacement Revolving Facility Lenders and the Replacement Term Facility Lenders;

Replacement Facility Loan means a Replacement Revolving Facility Loan or a Replacement Term Facility Loan;

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Replacement Notice has the meaning given to that term in paragraph (a) of Clause 41.5 (Replacement of Lender);

Replacement Revolving Facility means a revolving facility made available pursuant to a Refinancing Amendment, which replaces a Revolving Facility in part or in full;

Replacement Revolving Facility Commitments means:

(a)            in relation to an original Replacement Revolving Facility Lender, the amount set out in the Refinancing Amendment signed by that Replacement Revolving Facility Lender and the amount of any other Replacement Revolving Facility Commitment transferred to it; and

(b)            in relation to any other Replacement Revolving Facility Lender, the amount of any Replacement Revolving Facility Commitment transferred to it,

to the extent:

(i)             not cancelled, reduced or transferred by it under this Agreement; and

(ii)            not deemed to be zero pursuant to Clause 30 (Restriction on Debt Purchase Transactions);

Replacement Revolving Facility Lenders means any Lender or other bank, financial institution, fund, entity or other person which signs a Refinancing Amendment (or accedes to this Agreement as amended by a Refinancing Amendment) and confirms its willingness to provide all or any part of a Replacement Revolving Facility;

Replacement Revolving Facility Loans has the given to that term in paragraph (c) of Clause 41.4 (Other exceptions);

Replacement Term Facility means a term facility made available pursuant to a Refinancing Amendment, which replaces a Term Facility in part or in full;

Replacement Term Facility Commitments means:

(a)            in relation to an original Replacement Term Facility Lender, the amount set out in the Refinancing Amendment signed by that Replacement Term Facility Lender and the amount of any other Replacement Term Facility Commitment transferred to it; and

(b)            in relation to any other Replacement Term Facility Lender, the amount of any Replacement Term Facility Commitment transferred to it, to the extent:

(i)             not cancelled, reduced or transferred by it under this Agreement; and

(ii)            not deemed to be zero pursuant to Clause 30 (Restriction on Debt Purchase Transactions);

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Replacement Term Facility Lenders means any Lender or other bank, financial institution, fund, entity or other person which signs a Refinancing Amendment (or accedes to this Agreement as amended by a Refinancing Amendment) and confirms its willingness to provide all or any part of a Replacement Term Facility;

Replacement Term Facility Loans has the meaning given to that term in paragraph (c) of Clause 41.4 (Other exceptions);

Reports means the reports referred to in paragraph 6 (Reports) of Part I (Conditions Precedent to the Closing Date) of Schedule 2 (Conditions Precedent);

Reporting Time means the relevant time (if any) specified as such in the applicable Compounded Rate Terms;

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian;

Resignation Letter means a document substantially in the form set out in Schedule 7 (Form of Resignation Letter) or any other form agreed between the Agent and the Company (each acting reasonably);

Restricted Obligations has the meaning given to that term in Clause 23.17 (Swiss Guarantee Limitation);

Restricted Person means any Holding Company of the Parent, any Investor, any Sponsor Affiliate or any other person with an interest (direct or indirect) in the shares of the Parent, except to the extent any such person is acting in its capacity as a Finance Party or as a manager or director of any member of the Group (and not in his/her capacity as a shareholder (directly or indirectly) in the Parent) or, for the purpose of Clause 27.20 (Distributions out of Restricted Group), is a portfolio company of an Investor or Sponsor Affiliate;

Restricted Subsidiary means each Subsidiary of the Parent that is not an Unrestricted Subsidiary;

Restricted Subsidiary Notice has the meaning given to that term in paragraph (b) of Clause 31.6 (Designation of Subsidiaries);

Restructuring Costs means costs or expenses relating to employee relocation, retraining, severance and termination, business interruption, reorganisation and other restructuring or cost-cutting measures, the rationalisation, re-branding, start-up, reduction or elimination of product lines, assets or businesses, the consolidation, relocation, or closure of retail, administrative or production locations and other similar items (for the avoidance of doubt, excluding any related capital expenditure);

Retained Cash has the meaning given to that term in Clause 26.1 (Financial definitions);

Retained Cash Flow has the meaning given to that term in Clause 26.1 (Financial definitions);

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Retained Excess Cash has the meaning given to that term in Clause 26.1 (Financial definitions);

Retained Specified Target Indebtedness Amount has the meaning given to it in the definition of Relevant Outstanding Specified Target Indebtedness Amount;

Revolving Facility means the Original Revolving Facility, an Additional Revolving Facility or a Replacement Revolving Facility;

Revolving Facility Borrower means an Original Revolving Facility Borrower or an Additional Revolving Facility Borrower;

Revolving Facility Commitment means an Original Revolving Facility Commitment or an Additional Revolving Facility Commitment;

Revolving Facility Declared Default means the giving of notice by the Agent under paragraph (b)(ii) of Clause 28.15 (Acceleration) and such notice has not been withdrawn;

Revolving Facility Lender means an Original Revolving Facility Lender or an Additional Revolving Facility Lender;

Revolving Facility Loan means:

(a)            in relation to any Utilisation under the Original Revolving Facility, an Original Revolving Facility Loan;

(b)            in relation to any Utilisation under the relevant Additional Revolving Facility, an Additional Revolving Facility Loan; and

(c)            in relation to any Utilisation under the relevant Replacement Revolving Facility, a Replacement Revolving Facility Loan;

Revolving Facility Utilisation means:

(a)            in relation to any Utilisation under the Original Revolving Facility, an Original Revolving Facility Utilisation; and

(b)            in relation to any Utilisation under the relevant Additional Revolving Facility, an Additional Revolving Facility Utilisation;

RFR means the rate specified as such in the applicable Compounded Rate Terms;

RFR Banking Day means, in relation to any Compounded Rate Loan, any day specified as such in respect of the currency of that Compounded Rate Loan in the applicable Compounded Rate Terms;

Rolled Proceeds means the proceeds received by a Rollover Investor pursuant to or in connection with the Acquisition and which are reinvested, directly or indirectly, in the Parent or any Holding Company of the Company (in each case including on a non-cash basis);

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Rollover Investor means any (direct or indirect) shareholder in the Target Group prior to the Closing Date or any other director or member of the management or other person which reinvests any proceeds received pursuant to or in connection with the Acquisition (directly or indirectly) in the Parent or a Holding Company of the Company (including on a non-cash basis);

Rollover Loan means one or more Revolving Facility Loans:

(a)             made or to be made on the same day that:

(i)             a maturing Revolving Facility Loan is due to be repaid; or

(ii)            a demand by the Agent pursuant to a drawing in respect of a Letter of Credit or payment of outstandings under an Ancillary Facility or a Fronted Ancillary Facility is due to be met; and

(b)            the aggregate amount of which is equal to or less than the amount of the maturing Revolving Facility Loan or Ancillary Facility Utilisation or the relevant claim in respect of that Letter of Credit;

(c)            in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of Clause 8.2 (Unavailability of a currency) or the relevant claim in respect of that Letter of Credit or an Ancillary Facility Utilisation; and

(d)            made or to be made to the same or a different Borrower (or, if applicable in the case of an Ancillary Facility Utilisation, a Borrower’s Affiliate) for the purpose of:

(i)             refinancing that maturing Revolving Facility Loan or Ancillary Facility Utilisation; or

(ii)            satisfying the relevant claim in respect of that Letter of Credit;

Sale means a sale of all or substantially all of the businesses and assets of the Group to persons who are not members of the Group (whether in a single transaction or a series of related transactions);

Salomon Brand means the Salomon trade marks to the extent registered with, or subject to an application to register with, a national or international registry (including the European Union Intellectual Property Office);

Sanctioned Person means any person that is (or persons that are):

(a)            designated on the OFAC List of Specially Designated Persons, the Consolidated List of Financial Sanctions Targets maintained by Her Majesty’s Treasury, or on any list of targeted persons issued under applicable Economic Sanctions Laws;

(b)            that is a government of a Sanctioned Territory;

(c)            owned or controlled by, or acting on behalf of, any of the foregoing;

(d)            targeted by Economic Sanctions Laws because it is resident in, operating from, or incorporated under the laws of a Sanctioned Territory; or

(e)            otherwise targeted under Economic Sanction Laws;

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Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under Economic Sanctions Laws, which countries and territories as of the Closing Date are the Crimea region, Cuba, Iran, North Korea, Sudan and Syria;

Screen Rate means:

(a)            in relation to Term SOFR, the Term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate);

(b)            in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate); and

(c)            in relation to any Term Rate Loan denominated in any other currency, the page or service displaying the relevant rate as agreed between the Agent and the Company,

or, in each case, on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters or CME Group Benchmark Administration Limited (as applicable). If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Company;

Secured Obligations has the meaning given to that term in the Intercreditor Agreement;

Secured Parties has the meaning given to the term “Secured Creditors” in the Intercreditor Agreement and any Receiver or Delegate;

Security means a mortgage, charge, pledge, lien, security assignment, security transfer of title or other security interest having a similar effect;

Security Agency Fee Letter means the fee letter dated on or about the date of this Agreement from the Security Agent to the Company;

Security Enforcement Event has the meaning given to it in Schedule 11 (Agreed Security Principles);

Security Jurisdictions means:

(a)            each of Finland, the United States, Canada, France, Germany, the United Kingdom, the Netherlands, Hong Kong, Switzerland, Austria and Japan; and

(b)            each other jurisdiction in which a Borrower is incorporated;

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Selection Notice means a notice substantially in the form set out in Schedule 3 (Requests and Notices) given in accordance with Clause 15 (Interest Periods) in relation to a Term Facility;

Senior Lender Liabilities has the meaning given to that term in the Intercreditor Agreement;

Senior Secured Notes Liabilities has the meaning given to that term in the Intercreditor Agreement;

Separate Loan has the meaning given to that term in Clause 10.3 (Repayment of Replacement Facility Loans);

Shareholder Loan means:

(a)            any Closing Date Shareholder Loans; and

(b)            any New Shareholder Loans;

Signing Date Facility B Commitments means the Facility B Commitments in effect on the Closing Date;

Signing Date Original Revolving Facility Commitments means the Original Revolving Facility Commitments in effect on the Closing Date;

Similar Business means:

(a)            any businesses, services or activities engaged in or contemplated by the Parent or any of its Subsidiaries or any of their Affiliates or by the Target Group on the Closing Date; and

(b)            any businesses, services and activities that are related, complementary, incidental, ancillary or similar to any of the businesses, services or activities referred to in paragraph (a) above or are extensions or developments of any thereof;

Specified Asset Sale Proceeds has the meaning given to that term in paragraph (bb) of the definition of Permitted Disposal in this Clause 1.1 (Definitions);

Specified Disposal means the sale of the Mavic Cycling and Enve Cycling businesses of the Target Group;

Specified Target Indebtedness means the Existing Target Debt as set out in Schedule 15 (Specified Target Indebtedness);

Specified Target Indebtedness Longstop Date means the date that it is 9 months after the date on which the Target is delisted from the NASDAQ Helsinki or such earlier date as the Company may notify the Agent in writing;

Specified Time means a day or time determined in accordance with Schedule 9 (Timetables);

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Sponsor Affiliate means the Investors, each of their Affiliates, any trust of which the Investors or any of their Affiliates is a trustee, any partnership of which the Investors or any of their Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, the Investors or any of their Affiliates provided that any such trust, fund or other entity which has been established for at least six months solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by the Investors or any of their Affiliates which have been established for the primary or main purpose of investing in the share capital of companies shall not constitute a Sponsor Affiliate;

Springing Covenant Revolving Facility means:

(a)            an Additional Revolving Facility the Additional Facility Notice for which specifies that the Additional Revolving Facility Lenders under it have the benefit of the financial covenant in Clause 26.2 (Financial Condition) or any substantially equivalent provision; or

(b)            any Replacement Revolving Facility which either (x) replaces the Original Revolving Facility in part or in full or (y) where it has been specifically stated in the applicable Refinancing Amendment that such Replacement Revolving Facility Lenders have the benefit of the financial covenant in Clause 26.2(Financial Condition) or any substantially equivalent provision;

Springing Covenant Revolving Facility Lender means:

(a)            an Additional Revolving Facility Lender under an Additional Revolving Facility which is a Springing Covenant Revolving Facility; or

(b)            a Replacement Revolving Facility Lenders under a Replacement Revolving Facility which is a Springing Covenant Revolving Facility;

Squeeze-Out Procedure means, if eligible to commence the Mandatory Redemption Proceedings under the Finnish Companies Act (624/2006, as amended), the Company’s right to commence as soon as reasonably practicable the Mandatory Redemption Proceedings in accordance with the Finnish Companies Act (624/2006, as amended) for all of the outstanding Target Shares not purchased pursuant to the Offer or otherwise;

Structural Adjustment means:

(a)            an amendment, waiver or variation of the terms of some or all of the Finance Documents that results in or is intended to result from or has the effect of changing or which relates to:

(i)             an extension to the availability, date of payment or redenomination, of any amount under the Finance Documents;

(ii)            a reduction or increase in the Margin (other than in accordance with the definition of Margin) (provided, in the case of an increase, that each Lender in the relevant Facility, or sub-tranche thereof, is given the right to participate in such increase) or a reduction in the amount of any payment of principal, interest, fees, or commission or other amounts owing or payable to a Lender under the Finance Documents;

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(iii)          the currency of payment of any amount under the Finance Documents;

(iv)          a redenomination of a Commitment or participation of any Finance Party into another currency (other than in accordance with the terms of this Agreement);

(v)            a re-tranching of any or all of the Facilities (other than as contemplated by this Agreement);

(vi)          an increase in, or addition or a grant of, any Commitment or participation of any Finance Party or the Total Commitments (other than in accordance with Clause 2.3 (Increase)); or

(vii)         the introduction of an additional loan, commitment, tranche or facility into the Finance Documents ranking pari passu or junior to the Facilities,

in each case, other than in respect of an Additional Facility established pursuant to Clause 2.2 (Additional Facility); or

(b)            an amendment or waiver of a term of a Finance Document and any change (including changes to, the taking of or release coupled with the retaking of Security and/or guarantees and changes to and/or additional intercreditor arrangements) that is consequential on, incidental to, or required to implement or effect or reflect any of the amendments or waivers listed in paragraph (a) above;

Subordinated Indebtedness means any Shareholder Loans and any other loans, notes, bonds or like instruments issued by, or made to, the Parent (and to the extent downstreamed by the Parent are downstreamed to the Company only and not to any other Subsidiary) which are subordinated to the Facilities as “Subordinated Liabilities” pursuant to the Intercreditor Agreement or otherwise on terms satisfactory to the Agent (acting reasonably);

Subsequent Offer means either a voluntary takeover offer (ostotarjous) (as defined in the Act and other applicable laws and regulations, including the Helsinki Takeover Code (ostotarjouskoodi) that entered into force on January 1, 2014) to the holders of the Target Shares (other than the Company) which may be made by the Company after settlement of the Offer, or an extension of the Offer by way of a subsequent offer period announced in connection with or subsequent to the announcement of the final results of the Offer;

Subsidiary means, in relation to any person, any entity which is controlled directly or indirectly by that person and any entity (whether or not so controlled) treated as a subsidiary in the latest financial statements of that person from time to time, and control for this purpose means the direct or indirect ownership of the majority of the voting share capital of such entity or the right or ability to direct management to comply with the type of material restrictions and obligations contemplated in this Agreement or to determine the composition of a majority of the Board of Directors (or like board) of such entity, in each case, whether by virtue of ownership of share capital, contract or otherwise provided that notwithstanding anything to the contrary no Unrestricted Subsidiary shall be deemed to be a Subsidiary of a member of the Group;

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Substitute Affiliate Lender has the meaning given to that term in Clause 2.7 (Designated Affiliates);

Substitute Facility Office has the meaning given to that term in Clause 2.7 (Designated Affiliates);

Super Majority Lenders means, at any time:

(a)            a Lender or Lenders whose Commitments aggregate 66.66 per cent. or more of the Total Commitments (and for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitments, a Fronted Ancillary Lender’s Revolving Facility Commitments and a Fronting Ancillary Lender’s Revolving Facility Commitments shall not be reduced by the amount of its Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment); and

(b)            if the Total Commitments have been reduced to zero, a Lender or Lenders whose Commitments aggregated 66.66 per cent. or more of the Total Commitments immediately prior to that reduction;

Supplemental Tax Structure Memorandum has the meaning given to that term in paragraph 7 (Structure Memorandum) of Part I (Conditions Precedent to the Closing Date) of Schedule 2 (Conditions Precedent);

Swap Obligation with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act;

Swiss Guarantor means a Guarantor incorporated in Switzerland or, if different, a Guarantor which is treated as resident in Switzerland for Swiss Withholding Tax purposes;

Swiss Withholding Tax means the tax imposed based on the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz uber die Verrechnungssteuer) together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time;

Target means Amer Sports Corporation, a public limited liability company organised an existing under the laws of Finland, having its registered office at Konepajankatu 6, FI-00510 Helsinki, Finland;

TARGET Day means any day on which the real time gross settlement system operated by the Eurosystem (or any successor system) is open for the settlement of payments in euro;

Target Group means the Target and each of its Subsidiaries from time to time;

Target Indebtedness Escrow Arrangement means any defeasance, escrow or other arrangement (including any unilateral arrangement) pursuant to which amounts sufficient to meet all principal and interest obligations in respect of any outstanding Specified Target Indebtedness are segregated for the benefit of the relevant creditors;

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Target Indebtedness Refinancing Account means any account of the Company subject to Transaction Security into which the Target Indebtedness Refinancing Amount is deposited in accordance with the terms of this Agreement;

Target Indebtedness Refinancing Amount means the proceeds of Facility B identified in the Funds Flow Statement for the purpose of refinancing the Specified Target Indebtedness;

Target Shares means any of the Target’s issued and outstanding shares (excluding any shares held in treasury) on a fully diluted basis and any voting rights attaching to such shares;

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same), either payable directly to the authorities, or payable intra-group in the context of a tax consolidation regime;

Tax Sharing Agreement means any tax sharing, profit and loss pooling, tax loss transfer or similar or equivalent agreement with customary or arm’s-length terms entered into with any Holding Company of the Parent or Unrestricted Subsidiary;

Tax Structure Memorandum means collectively the Acquisition Tax Structure Memorandum and the Supplemental Tax Structure Memorandum, provided that references in the Finance Documents to the ‘Tax Structure Memorandum’ shall be construed to exclude:

(a)            any steps in the Acquisition Tax Structure Memorandum relating to the servicing of any indebtedness of a Holding Company of the Parent;

(b)            the section of the Acquisition Tax Structure Memorandum headed “Divestment”; and

(c)            the “Additional debt push down proposals” in Appendix 3 of the Acquisition Tax Structure Memorandum, other than to the extent detailed in the Supplemental Tax Structure Memorandum;

TEG Letter means each letter from the Agent provided from time to time to a French Borrower pursuant to Clause 14.13 (Effective Global Rate);

Term means each period determined under this Agreement for which the Issuing Bank is under a liability under a Letter of Credit;

Term Facility means Facility B, (as applicable and so designated in an Additional Facility Notice) any Additional Facility and any Replacement Term Facility;

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Term Loan means a Facility B Loan, (as the case may be) an Additional Facility Loan under an Additional Facility which is a Term Facility and a Replacement Term Facility Loan;

Term Rate Loan means any Loan or, if applicable, Unpaid Sum which is not a Compounded Rate Loan;

Term Reference Rate means:

(a)            in relation to any Term Rate Loan in euro, EURIBOR; or

(b)            in relation to a Term Rate Loan in USD, Term SOFR or as otherwise determined in accordance with Clause 16.5 (Unavailability of Term SOFR);

Term SOFR means, in relation to any Term Rate Loan in USD:

(a)            the applicable Screen Rate as of the Specified Time and for a period equal in length to the Interest Period of that Term Rate Loan; or

(b)            (if no Screen Rate is available for the Interest Period of that Term Rate Loan) the Interpolated Screen Rate for that Term Rate Loan,

provided that (i) if any such rate applicable to an Original Revolving Facility Loan is below zero per cent., Term SOFR for such Original Revolving Facility Loan will be deemed to be zero per cent. and, (ii) in the case of an Additional Facility, if any such rate is below any minimum percentage agreed with the relevant Additional Facility Lenders in the Additional Facility Notice for those Additional Facility Commitments, Term SOFR will be deemed to be such percentage rate specified in such Additional Facility Notice;

Termination Date means:

(a)            in respect of Facility B, the date falling seven (7) years after the Closing Date;

(b)            in respect of the Original Revolving Facility, the date falling six (6) years and six (6) months after the Closing Date;

(c)            in respect of any Additional Facility Commitments, the date specified in the relevant Additional Facility Notice (provided that such date is in accordance with paragraph (b)(ii) of Clause 2.2(Additional Facility)); and

(d)            in respect of any Replacement Facility, the date specified in the relevant Refinancing Amendment for that Replacement Facility;

Third Parties Act has the meaning given to that term in Clause 1.15 (Third Party Rights);

Topco Borrower has the meaning given to that term in the Intercreditor Agreement;

Topco Group Liabilities has the meaning given to that term in the Intercreditor Agreement;

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Topco Shared Security has the meaning given to that term in the Intercreditor Agreement;

Total Additional Facility Commitments means the aggregate amount of the applicable and designated Additional Facility Commitments under any applicable Additional Facility Notice, being zero at the date of this Agreement;

Total Commitments means the aggregate of the Total Facility B Commitments, the Total Additional Facility Commitments and the Total Original Revolving Facility Commitments;

Total Facility B Commitments means the aggregate of the Facility B Commitments, being €1,700,000,000 at the date of this Agreement;

Total Revolving Facility Commitments means the Total Original Revolving Facility Commitments and the Additional Facility Commitments, as the context requires;

Total Original Revolving Facility Commitments means the aggregate of the Original Revolving Facility Commitments, being €315,000,000 at the date of this Agreement;

Trade Instruments means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any member of the Group arising in the ordinary course of business of that member of the Group;

Transaction means the Acquisition, refinancing or otherwise discharging of certain Existing Target Debt and the other transactions contemplated by the Transaction Documents (in each case including the financing thereof);

Transaction Documents means the Acquisition Documents, Equity Documents, the Finance Documents, the Permitted Alternative Finance Documents, the Permitted Acquired Indebtedness Documents and the Refinancing Debt Documents;

Transaction Security means the Security created or expressed to be created in favour of the Security Agent and/or the Secured Parties (represented by the Security Agent, as the case may be) pursuant to the Transaction Security Documents;

Transaction Security Documents means:

(a)            each of the security documents listed as being a Transaction Security Document in Part I of Schedule 2 (Conditions Precedent);

(b)            any document entered into by the Company and/or any member of the Group (including any member of the Target Group) creating or expressed to create any Security over all or any part of its assets in respect of the obligations of the Company and/or any member of the Group under any of the Finance Documents;

(c)            any “Transaction Security Document” (as defined in the Intercreditor Agreement); and

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(d)            any other document designated a Transaction Security Document by the Company and the Agent (or the Security Agent) in writing;

Transaction Security Longstop Date means the later of:

(a)            the date 120 days after the Control Date; and

(b)            the date 45 days after the earlier of:

(i)             the date on which all of the Specified Target Indebtedness has been repaid, redeemed, discharged or defeased (including by way of a Target Indebtedness Escrow Arrangement); and

(ii)            the Specified Target Indebtedness Longstop Date

Transfer Certificate means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company;

Transfer Date means, in relation to an assignment or a transfer, the later of:

(a)            the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)            the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate;

Treasury Regulations means the Treasury Regulations promulgated under the Internal Revenue Code as amended;

Treasury Transactions means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price;

UK means the United Kingdom of Great Britain and Northern Ireland;

United States or US means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America;

Unpaid Sum means any sum due and payable but unpaid by the Company and any Obligor under the Finance Documents;

Unrestricted Subsidiary has the meaning given to that term in paragraph (a)(A)of Clause 31.6 (Designation of Subsidiaries);

Unrestricted Subsidiary Investment Basket means the aggregate of:

(a)            €48,000,000 or, if higher, an amount equal to 15 per cent of LTM EBITDA; plus

(b)            the aggregate of all amounts received by the Group from, or in respect of, all Unrestricted Subsidiaries after the Closing Date to the extent Not Otherwise Applied;

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Unrestricted Subsidiary Notice has the meaning given to that term in paragraph (a) of Clause 31.6 (Designation of Subsidiaries);

UK Borrower means any Borrower that is incorporated in the United Kingdom;

USA PATRIOT Act means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 of the United States;

US Bankruptcy Code means the United States Bankruptcy Code (Title 11 of the U.S. Code), as amended;

US Bankruptcy Law means the US Bankruptcy Code and any other US Federal or State bankruptcy, insolvency or similar law;

US Borrower means any Borrower that is incorporated or organised under the law of any State of the United States or the District of Columbia;

US Government Securities Business Day means any day other than:

(a)            a Saturday or a Sunday; and

(b)            a day on which the US Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities;

US Guarantor has the meaning given to that term in paragraph (a) of Clause 23.12 (US Guarantee Limitation; Excluded Swap Obligations; Keepwell).

US Obligor means any Obligor that is incorporated or organised under the law of any State of the United States or the District of Columbia;

US Tax Obligor means:

(a)            a Borrower which is resident for tax purposes in the US; or

(b)            an Obligor some or all whose payments under the Finance Documents are from sources within the United States for US federal income tax purposes;

Utilisation means a Loan or a Letter of Credit;

Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is to be made or the relevant Letter of Credit is to be issued;

Utilisation Request means a notice substantially in the relevant form set out in Schedule 3 (Requests and Notices);

VAT means:

(a)            any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax as amended (EC Directive 2006/112); and

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(b)            any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere;

Wilson Brand means the Wilson trade marks to the extent registered with, or subject to an application to register with, a national or international registry (including the European Union Intellectual Property Office);

Working Capital has the meaning given to that term in Clause 26.1 (Financial definitions);

Yield means, when applied to any Financial Indebtedness, the yield thereon (taking into account interest margins, interest rate floors, upfront fees and any original issue discount, in each case incurred or payable by the Obligors generally to all lenders of such Financial Indebtedness, with such upfront fees and original issue discount equated to interest margins based on an assumed three year life to maturity or, if less, the stated life to maturity at the time of incurrence of the applicable Financial Indebtedness) excluding any underwriting, arrangement, structuring or other upfront fees that are not paid away to the eventual lenders of such Financial Indebtedness as an incentive for them to participate in the relevant Financial Indebtedness and excluding the impact of any fluctuations in any applicable Term Reference Rate, Compounded Reference Rate or other applicable base rate; and

1940 Act has the meaning given to that term in Clause 24.21 (Investment Companies).

1.2 Construction

(a) Unless a contrary indication appears, a reference in this Agreement to:

(i) the “Agent”, any “Finance Party”, any “Hedge Counterparty”, any “Issuing Bank”, any “Lender”, any “Mandated Lead Arranger”, “the Parent”, “the Company”, “Canada Bidco”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent”, any “Underwriter” or any other person shall be construed so as to include its successors in title (including the surviving entity of any merger involving that person), permitted assigns and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

(ii) a document in “agreed form” is a document (I) which is previously agreed in writing by or on behalf of the Agent and the Company; or (II) if such document is to be delivered pursuant to Clause 4.1 (Initial conditions precedent) or specified in Schedule 2 (Conditions Precedent) in the form required or contemplated by those provisions;

(iii) any requirement to be on arms’ length terms or similar refers to the commercial terms from the perspective of the Group, and a transaction shall be determined by reference to the facts and circumstances at the time but shall always be deemed to have satisfied such standard (without prejudice to any other method of satisfaction) if (A) such transaction has been approved by a majority of the Disinterested Directors of the relevant member of the Group; or (B) if there are no Disinterested Directors, the transaction may be approved by an expert appointed by the Board of Directors of the relevant member of the Group (or equivalent body) with expertise in appraising the terms and conditions of the type of transaction for which approval is required. For these purposes, Disinterested Directors shall mean, with respect to any person or transaction, a member of the Board of Directors of the relevant member of the Group (or equivalent body) of such person who does not have any material personal direct financial interest in the transaction;

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(iv) an amendment includes any amendment, supplement, variation, novation, modification, replacement or restatement (however fundamental), and amend and amended shall be construed accordingly;

(v) assets includes properties, assets, businesses, undertakings, revenues and rights of every kind (including uncalled share capital), present and future, actual or contingent and any interest in any of the foregoing;

(vi) available for utilisation in respect of any indebtedness means that indebtedness being committed pursuant to the terms of an executed commitment letter, credit agreement, indenture, notes or other documentation notwithstanding that any documentary, drawdown or other substantive event including the execution of a long form credit agreement, the completion of an acquisition or condition to utilisation or issue thereof has not been satisfied including (if any of the proceeds are to applied in connection with an acquisition or other transaction) the date on which the applicable acquisition agreement is signed or such other date on which the Group enters into a legally binding commitment for the relevant acquisition or such other transaction which will be funded by the proceeds of such indebtedness;

(vii) a consent includes an authorisation, permit, approval, consent, exemption, licence, order, filing, registration, recording, notarisation, permission or waiver;

(viii) a disposal includes any sale, transfer, grant, lease, licence or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

(ix) fair market value may be conclusively established by means of an Officer’s Certificate or a resolution of the Board of Directors of the Company setting out such fair market value as determined by such Officer or such Board of Directors in good faith;

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(x) a Finance Document or a Transaction Document or any other agreement or instrument is (unless expressed to be a reference to such document, agreement or instrument in its original form or form as at a particular date) a reference to that Finance Document or Transaction Document or other agreement or instrument as amended and includes any increase in, addition to or extension of or other change to any facility under such agreement or instrument;

(xi) a finance lease or a capital lease is any lease which would, in accordance with the Original Accounting Principles, be treated as a finance or capital lease but shall exclude any lease, concession, license of property or other arrangement (or guarantee thereof) which would be considered an operating lease under the Original Accounting Principles which is treated as a finance or capital lease as a result of any subsequent change to the treatment of such leases or other arrangements under the Accounting Principles;

(xii) a guarantee includes:

(A) an indemnity, counter-indemnity, guarantee or similar assurance against loss in respect of any indebtedness of any other person; and

(B) any other obligation of any other person, whether actual or contingent, to pay, purchase, provide funds (whether by the advance of money to, the purchase of or subscription for shares or other investments in, any other person, the purchase of assets or services, the making of payments under an agreement or otherwise) for the payment of, to indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person;

and guaranteed and guarantor shall be construed accordingly;

(xiii) including means including without limitation, and includes and included shall be construed accordingly;

(xiv) indebtedness includes any obligation (whether incurred as principal, guarantor or surety and whether present or future, actual or contingent) for the payment or repayment of money;

(xv) losses includes losses, actions, damages, claims, proceedings, costs, demands, expenses (including legal and other fees) and liabilities of any kind, and loss shall be construed accordingly;

(xvi) a Default (including an Event of Default) is continuing if it has not been remedied or waived and a Declared Default or a Revolving Facility Declared Default is continuing unless the relevant demand or notice has been revoked by the Agent (acting on the instructions of the Majority Lenders or the Majority Revolving Facility Lenders, as applicable). In addition, (i) if a Default (including an Event of Default) occurs for a failure to deliver a required certificate, notice or other document in connection with another default (an Initial Default) then at the time such Initial Default is remedied or waived, such Default (including an Event of Default) for a failure to report or deliver a required certificate, notice or other document in connection with the Initial Default will also be cured without any further action and (ii) any Default for the failure to comply with the time periods prescribed in Clause 25 (Information and Accounting Undertakings), or otherwise to deliver any notice, certificate or other document, as applicable, even though such delivery is not within the prescribed period specified in this Agreement or any other Finance Document shall be deemed to be cured upon the delivery of any such report required by such covenant or notice, certificate or other document, as applicable, even though such delivery is not within the prescribed period specified in this Agreement or any other Finance Document;

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(xvii) a Majority Lender Objection is continuing for so long as the Majority Lenders (or if applicable the Majority Lenders in respect of any relevant or applicable Facility(ies)) have asserted and have not revoked their objection in respect of the relevant document or proposal to which the Majority Lender Objection relates (provided that, such Majority Lender Objection shall cease to be continuing on the first date on which any such objection is supported by less than the Majority Lenders (or if applicable the Majority Lenders in respect of any relevant or applicable Facility(ies)) in each case, as confirmed in writing by the Agent to the Obligor’s Agent;

(xviii) references to any matter being permitted under this Agreement or any other Finance Document or other agreement or arrangement shall include references to such matters not being prohibited or otherwise being approved under this Agreement or such Finance Document, other agreement or arrangement;

(xix) a Lender’s participation in relation to a Letter of Credit, shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that Letter of Credit;

(xx) a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, fund, joint venture, consortium or partnership (whether or not having separate legal personality);

(xxi) ranking pari passu with the Facilities means indebtedness that would be included in the definition of Senior Lender Liabilities or Senior Secured Notes Liabilities;

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(xxii) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having force of law which are binding or customarily complied with) of any governmental, intergovernmental or supranational body, agency or department or of any regulatory, self-regulatory or other authority or organisation;

(xxiii) a sub-participation means any sub-participation or sub-contract (whether written or oral) or any other agreement or arrangement having an economically substantially similar effect, including any credit default or total return swap or derivative (whether disclosed, undisclosed, risk or funded) by a Lender of or in relation to any of its rights or obligations under, or its legal, beneficial or economic interest in relation to, the Facilities and/or Finance Documents to a counterparty;

(xxiv) sufficient available information means financial information selected and determined by the Company in good faith in order to test the applicable condition or ratio, including, but not limited to, information required to be delivered to the Agent under this Agreement as well as other information including monthly management accounts and other internal Group accounts and financial information;

(xxv) a provision of law is a reference to that provision as amended or re-enacted; and

(xxvi) a time of day is a reference to London time.

(b) The determination of the extent to which a rate is for a period equal in length to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c) Section, Clause and Schedule headings are for ease of reference only.

(d) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e) A Borrower provides cash cover for a Letter of Credit or an Ancillary Facility or Fronted Ancillary Facility if it pays an amount in the currency of the Letter of Credit or Ancillary Facility or Fronted Ancillary Facility (as the case may be) to an interest-bearing account in the name of the Borrower and the following conditions are met:

(i) the account is with the Security Agent, the Agent, or the relevant Issuing Bank (if the cash cover is to be provided in respect of a Letter of Credit), or with the relevant Ancillary Lender or Fronting Ancillary Lender (if the cash cover is to be provided in respect of an Ancillary Facility or Fronted Ancillary Facility);

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(ii) subject to Clause 7.5 (Cash cover by Borrower), until no amount is or may be outstanding under that Letter of Credit or Ancillary Facility or Fronted Ancillary Facility (as the case may be), withdrawals from the account (other than in respect of accrued interest) may only be made (I) to pay the relevant Issuing Bank, Ancillary Facility Lender or Fronting Ancillary Lender (as applicable) amounts due and payable to it under this Agreement in respect of that Letter of Credit, Ancillary Facility or Fronted Ancillary Facility as the case may be, to (II) if the Security Agent, the Agent, Issuing Bank, Ancillary Lender, or Fronting Ancillary Lender (as the case may be) determine (acting reasonably) that the amount standing to the credit or such account exceeds the face value amount outstanding under that Letter of Credit or as applicable the Ancillary Outstandings or (III) as contemplated by paragraph (d) of Clause 17.6 (Fees payable in respect of Letters of Credit) and for the purposes of this Agreement, a Letter of Credit or an Ancillary Outstanding (as applicable) shall be deemed to be cash covered to the extent of any such provision of cash cover in respect of that Letter of Credit or Ancillary Outstanding (as applicable); and

(iii) if requested by the relevant Issuing Bank, Ancillary Facility Lender or Fronting Ancillary Lender (as the case may be), the Borrower has executed and delivered a security document (in accordance with the Agreed Security Principles and in substantially the same form as an existing Transaction Security Document) over that account, which creates a first ranking Security over that account.

(f) Notwithstanding anything to the contrary in any Finance Document, nothing in the Finance Documents shall prohibit a non-cash contribution of any asset (including any participation, claim, commitment, rights, benefits and/or obligations in respect of the Facilities, Additional Facility, any Permitted Alternative Debt, and/or any other indebtedness borrowed or issued by any member of the Group from time to time) by a person that is not a member of the Group to the Parent provided that to the extent such transaction results in any indebtedness or claim being outstanding from the Parent to any of its direct or indirect shareholders, such indebtedness or claim: (x) is subordinated as “Subordinated Liabilities” pursuant to the Intercreditor Agreement or otherwise in a manner satisfactory to the Agent acting reasonably; or (y) constitutes “Topco Proceeds Loan Liabilities” under the Intercreditor Agreement, and (if and to the extent required by the Intercreditor Agreement and the Agreed Security Principles) is subject to Transaction Security substantially the same as any other Transaction Security governing the security over shareholder injections governed by the same law or, otherwise in accordance with the Agreed Security Principles or otherwise in a manner satisfactory to the Majority Lenders (acting reasonably).

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(g) A Letter of Credit or Ancillary Outstandings are repaid or prepaid (or any derivative form thereof) to the extent that:

(i) a Borrower or any other Obligor provides cash cover for that Letter of Credit or in respect of the Ancillary Outstandings;

(ii) in the case of a Letter of Credit, a Borrower has made a payment of that amount under paragraph (b) of Clause 7.2 (Claims under a Letter of Credit) in respect of that Letter of Credit or a Borrower has made a reimbursement of that amount in respect of that Letter of Credit under Clause 7.3 (Indemnities);

(iii) the maximum amount payable under the Letter of Credit, Ancillary Facility or Fronted Ancillary Facility (as the case may be) is reduced or cancelled in accordance with its terms in a manner satisfactory to the Issuing Bank in respect of such Letter of Credit or Ancillary Lender in respect of such Ancillary Facility or Fronting Ancillary Lender in respect of such Fronted Ancillary Facility (as the case may be), in each case, acting reasonably;

(iv) the Letter of Credit or relevant Ancillary Facility or Fronted Ancillary Facility (as the case may be) expires in accordance with its terms or is otherwise returned by the beneficiary with its written confirmation that it is released and cancelled;

(v) the Issuing Bank, Ancillary Lender or Fronting Ancillary Lender (as the case may be) (acting reasonably) is satisfied that it has no further or a reduced liability under that Letter of Credit or Ancillary Facility or Fronted Ancillary Facility (as the case may be) and accordingly all of (or such proportion of) the obligations are released or reduced, and has confirmed the same to the Agent accordingly; or

(vi) a bank or financial institution having a long term credit rating from any of Moody’s, S&P or Fitch at least equal to Baa3/BBB- (as applicable or such other rating as the Agent and the applicable Issuing Bank, Ancillary Lender or Fronting Ancillary Lender (as the case may be) may agree) or by any other institution satisfactory to the applicable Issuing Bank having issued an unconditional and irrevocable guarantee, indemnity, counter-indemnity or similar assurance against financial loss in respect of all amounts due under that Letter of Credit or Ancillary Facility or Fronted Ancillary Facility,

in each case, unless it is otherwise agreed between the Company and:

(A) the Issuing Bank that such Letters of Credit will remain outstanding on a bilateral basis and, in each case, such Letters of Credit will be treated as repaid for the purpose of the Finance Documents and no Lender will be required to provide any counter indemnity in respect thereof; or

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(B) the Ancillary Lender or Fronting Ancillary Lender that such Ancillary Facility or Fronted Ancillary Facility (as applicable) will remain outstanding on a bilateral basis and, in each case, such Ancillary Facility will be treated as repaid for the purpose of the Finance Documents and no Lender will be required to provide any counter indemnity in respect thereof,

the amount by which a Letter of Credit is or Ancillary Outstandings are, repaid or prepaid under paragraphs (g)(i) to (g)(vi) above is the amount of the relevant cash cover, payment, release, cancellation, reduction or assurance.

(h) An amount borrowed includes any amount utilised by way of Letter of Credit or under an Ancillary Facility or Fronted Ancillary Facility.

(i) A Lender funding its participation in a Utilisation includes a Lender participating in a Letter of Credit.

(j) An outstanding amount of a Letter of Credit at any time is the maximum principal face value amount that is or may be payable by the relevant Borrower in respect of that Letter of Credit at that time.

(k) Subject to Clause 1.13 (Exchange rate fluctuations), references to the equivalent of an amount specified in a particular currency (the specified currency amount) shall be construed as a reference to the amount of any other relevant currency which can be purchased with the specified currency amount to the Agent’s Spot Rate of Exchange on the date on which the calculation falls to be made for spot delivery, as determined by the Agent.

(l) Subject to Clause 1.13 (Exchange rate fluctuations), unless a contrary indication appears, a reference to a basket amount, threshold or limit expressed in euro includes the equivalent of such amount, threshold or limit in other currencies.

(m) In ascertaining the Majority Lenders or the Super Majority Lenders or whether any given percentage of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents or for the purpose of the allocation of any repayment or prepayment or for the purposes of taking any step, decision, direction or exercise of discretion which is calculated by reference to drawn amounts any Commitments not denominated in euro (Non-Euro Commitments) shall be deemed to be converted into euro at the rate for the conversion of euro into the relevant currency of the Non-Euro Commitment which the Company (acting reasonably and in good faith) has used and has notified to the Agent for the purposes of calculating the Permitted Indebtedness Cap as at the Additional Facility Commencement Date for the relevant Additional Facility, or if the Company has not notified the Agent of such conversion rate, the Agent’s Spot Rate of Exchange on the date on which that Commitment was provided under this Agreement or, if earlier, the date the aggregate amount of the Non-Euro Commitment of the Additional Facility was determined.

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(n) Any action of or in respect of a member of the Group (i) which is required to become a Guarantor pursuant to Clause 27.31 (Conditions Subsequent); or (ii) which the Agent has been notified is to become a Guarantor pursuant to or in accordance with Clauses 27.22 (Guarantees and Security) or 31.3 (Additional Guarantors) not later than 120 days after such notice to the Agent, taken prior to the accession of that member of the Group which would be permitted if such member of the Group was an Obligor shall be permitted notwithstanding that such member of the Group is not yet an Obligor, as if such member of the Group were already an Obligor (and, for the purposes of ensuring such actions are permitted, each such member of the Group shall, pending such accession, be treated as if it were already a Guarantor).

(o) The knowledge, awareness or belief of any member of the Group shall be limited to the actual knowledge, awareness or belief of the Board of Directors (or equivalent body) of such member of the Group at the relevant time.

(p) Where a Limited Condition Transaction is proposed, the date of determination of compliance with any basket or ratio and of any Default or Event of Default shall, at the option of the Parent, be the date the definitive agreements for such Limited Condition Transaction are entered into, in which event such baskets or ratios shall be calculated on a pro forma basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Relevant Period for purposes of determining the ability to consummate any such Limited Condition Transaction and/or the ability to constitute or incur any related Additional Facility Commitments. For the avoidance of doubt, if the Parent elects to use the date of the definitive agreements as the date of determination of compliance, as provided above, (x) if any such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated Pro Forma EBITDA) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Transaction, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction and the related transactions are permitted hereunder and (y) such baskets or ratios shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions.

(q) Without limitation to the provisions relating to Limited Condition Transaction, when establishing whether any action, transaction and/or incurrence of a liability is permitted under the terms of the Finance Documents, the Group shall be entitled to rely on the fact that such action, transaction and/or incurrence was permitted at the time that action was originally taken, that transaction was originally committed to or that liability was originally incurred (as the case may be) and, in respect of any acquisition, disposition, merger, joint venture, investment or other similar transaction where there is a time difference between commitment and closing or incurrence (including, without limitation, in respect of the incurrence of Financial Indebtedness, the making of any Permitted Payment and/or any Permitted Acquisition) the relevant member of the Group may elect to test any permissibility under any covenant or permission in the Finance Documents (including any baskets, ratios and other exceptions and whether a Default or an Event of Default has occurred) as of the date of entry into a binding commitment (rather than closing or incurrence) for such relevant transaction.

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(r) A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(i) any replacement page of that information service which displays that rate; and

(ii) the appropriate page of such other information service which displays that rate from time to time in place of that information service,

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Agent and agreed by the Company.

(s) A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

(t) Any Compounded Rate Supplement relating to a currency overrides anything relating to that currency in:

(i) Schedule 19 (Compounded Rate Terms); or

(ii) any earlier Compounded Rate Supplement.

(u) A Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate overrides any terms in Schedule 20 (Daily Non-Cumulative Compounded RFR Rate) or anything relating to that rate in any earlier Methodology Supplement.

(v) A Lender’s cost of funds in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan.

1.3 Currency Symbols and Definitions

(a) €, euro and EUR mean the single currency unit of the Participating Member States.

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(b) $, USD and US Dollars mean the lawful currency for the time being of the United States.

1.4 Dutch terms

In this Agreement, where it relates to a Dutch entity, a reference to:

(a) financial assistance means any act contemplated by section 2:98(c) of the Dutch Civil Code;

(b) a lien includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie), right to reclaim goods (recht van reclame) and, in general any right in rem (beperkt recht) created for the purpose of granting security (goederenrechtelijk zekerheidsrecht);

(c) a winding-up, administration or dissolution includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(d) a moratorium includes surseance van betaling and a moratorium is declared or occurs includes surseance verleend;

(e) an Insolvency Event includes a bankruptcy, moratorium and emergency regulation (noodregeling);

(f) any step or procedure taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990);

(g) a liquidator includes a curator or a beoogd curator;

(h) an administrator includes a bewindvoerder or a beoogd bewindvoerder;

(i) an attachment includes a beslag;

(j) a subsidiary includes a dochtermaatschappij as defined in section 2:24a of the Dutch Civil Code; and

(k) constitutional documents means the deed of incorporation (akte van oprichting), articles of association (statuten) and an up-to-date extract of the Trade Register of the Dutch Chamber of Commerce of the Dutch entity (uittreksel).

1.5 Finnish terms

In this Agreement, where it relates to a Finnish entity, a reference to:

(a) if any party to this Agreement that is incorporated in Finland (the Obligated Party) is required to hold an amount on trust on behalf of another party (the Beneficiary), the Obligated Party shall hold such money as agent for the Beneficiary in a separate account and shall promptly pay or transfer the same to the Beneficiary or as the Beneficiary may direct;

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(b) any transfer by novation in accordance with this Agreement, shall be deemed to take effect as an assignment (siirto) and assumption or transfer of such rights, benefits, obligations and security interests and each such assignment and assumption or transfer shall be in relation to the proportionate part of any security interests granted;

(c) insolvency proceedings, a composition or assignment with any creditor includes a yrityssaneeraus or konkurssimenettely under the Finnish Bankruptcy Act (120/2004, as amended; konkurssilaki) or the Finnish Reorganisation Act (47/1993, as amended; laki yrityksen saneerauksesta) (as the case may be);

(d) a receiver or administrator includes a pesänhoitaja, selvittäjä or selvitysmies under Finnish law;

(e) gross negligence means törkeä tuottamus under Finnish law;

(f) merger includes any sulautuminen implemented in accordance with Chapter 16 of the Finnish Companies Act (624/2006, as amended osakeyhtiolaki); and

(g) a winding up, administration or dissolution includes a selvitystila, purkaminen, or rekisterista poistaminen under Chapter 20 of the Finnish Companies Act.

1.6 French terms

(a) In this Agreement, where it relates to a French entity and unless expressly provided to the contrary, a reference to:

(i) acting in concert has the meaning given in article L.233-10 of the French Commercial Code;

(ii) a composition, compromise, assignment or similar arrangement with any creditor includes a procédure de conciliation or a mandat ad hoc under Livre Sixième of the French Commercial Code;

(iii) financial assistance has the meaning given in article L. 225-216 of the French Commercial Code;

(iv) a guarantee includes any cautionnement, aval and any guarantee which is independent from the debt to which it relates and any type of sûreté personnelle as defined in article 2287-1 of the French Civil Code;

(v) gross negligence includes a faute lourde;

(vi) a lease includes an operation de credit-bail;

(vii) a liquidator, receiver, administrative receiver, administrator, trustee, compulsory manager or other similar officer includes an administrateur judiciaire, mandataire ad hoc, conciliateur, mandataire liquidateur or any other similar officer;

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(viii) a person being unable to pay its debts as they fall due includes that person being in a state of cessation des paiements (within the meaning of article L. 631-1 of the French Commercial Code);

(ix) merger includes any fusion implemented in accordance with articles L. 236-1 to L. 236-24 of the French Commercial Code;

(x) a moratorium includes a moratorium under a conciliation procedure in accordance with articles L. 611-4 to L. 611-15 of the French Commercial Code;

(xi) a reconstruction includes, in relation to any company, any contribution of part of its business in consideration of shares (apport partiel d’actifs) and any merger (fusions) or demerger (scission) implemented in accordance with articles L. 236-1 to L. 236-24 of the French Commercial Code;

(xii) a security or security interest includes any type of security (sûreté réelle), transfer or assignment by way of security and fiducie- surete;

(xiii) a transfer includes any means of transfer of rights and/or obligations under French law;

(xiv) trustee, fiduciary and fiduciary duty has in each case the meaning given to such term under any applicable law;

(xv) wilful misconduct includes dol; and

(xvi) a winding-up, dissolution, administration or reorganisation includes a redressement judiciaire, cession totale de l'entreprise, liquidation judiciaire or a procédure de sauvegarde (including the sauvegarde accélérée and the sauvegarde financière accélérée) under Livre Sixieme of the French Commercial Code.

(b) Notwithstanding any other term of this Agreement or any other Finance Document:

(i) the representations made (or to be made) under Clause 24 (Representations and Warranties) and the undertakings to be given under Clause 27 (General Undertakings) by each French Obligor shall be made for itself and for each of its Subsidiaries only;

(ii) the obligations of any French Obligor under this Agreement will not extend beyond a point where they would constitute a provision of financial assistance within the meaning of article L. 225-216 of the French Commercial Code and/or would constitute a misuse of corporate assets or corporate credit within the meaning of article L. 242-6, L. 241-3 or L. 244-1 of the French Commercial Code (or other applicable similar prohibitions); and

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(iii) the obligations of any French Obligor under this agreement will not extend beyond a point where they would not be covered under the provisions of article L. 511-7 3° of the French Monetary and Financial Code.

1.7 German terms

In this Agreement, where it relates to a German entity or otherwise applicable, a reference to:

(a) a compulsory manager, receiver, administrator includes an Insolvenzverwalter, a Vorläufiger Insolvenzverwalter, a Zwangsverwalter or a custodian or creditor's trustee (Sachverwalter);

(b) director includes any statutory legal representative(s) (organschaftlicher Vertreter) of a person pursuant to the laws of its jurisdiction of incorporation, including but not limited to, in relation to a person incorporated or established in Germany, a managing director (Geschäftsführer) or member of the board of directors (Vorstand);

(c) a disposal includes:

(i) a Verfugung;

(ii) the entry into an agreement upon a priority notice (Auflassungsvormerkung);

(iii) an agreement on the transfer of title to a property (Auflassung) in whole or part; and

(iv) the partition of a ownership in a property (Grundstucksteilung);

(d) references to the German Civil Code are references to the Bürgerliches Gesetzbuch (BGB);

(e) filing for insolvency or to file for insolvency includes the meaning Antrag auf Eröffnung des Insolvenzverfahrens;

(f) a person being unable to pay its debts includes that person being in a state of Zahlungsunfähigkeit or being overindebted (Überschuldung) within the meaning of section 19 of the German Insolvency Code (Insolvenzordnung); and

(g) a winding up, administration or dissolution (and each of those terms) includes insolvency proceedings (Insolvenzverfahren).

1.8 Hong Kong terms

In this Agreement, where it relates to a Hong Kong entity, a reference to an administration includes a provisional supervision.

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1.9 Swedish terms

(a) In this Agreement, where it relates to a Swedish entity, a reference to:

(i) a composition, assignment or similar arrangement with any creditor includes a företagsrekonstruktion, konkursförfarande, or ackordsuppgörelse under the Swedish Bankruptcy Act (konkurslagen) or the Swedish Reorganisation Act (lag om foretagsrekonstruktion) (as the case may be);

(ii) a compulsory manager, receiver, administrator includes a förvaltare, företagsrekonstruktör, likvidator or god man under Swedish law;

(iii) gross negligence means grov vårdslöshet under Swedish law;

(iv) a guarantee includes any garanti under Swedish law which is independent from the debt to which it relates and any borgen under Swedish law which is accessory to or dependant on the debt to which it relates;

(v) merger includes any fusion implemented in accordance with Chapter 23 of the Swedish Companies Act (aktiebolagslagen (2005:551)) (the Swedish Companies Act); and

(vi) a winding-up, administration or dissolution includes a frivillig likvidation, or tvangslikvidation under Chapter 25 of the Swedish Companies Act, or företagsrekonstruktion or konkursförfarande under the Swedish Bankruptcy Act or the Swedish Reorganisation Act (as the case may be).

(b) If any party to this Agreement that is incorporated in Sweden (the Swedish Obligated Party) is required to hold an amount on trust on behalf of another party (the Beneficiary), the Swedish Obligated Party shall hold such money as agent for the Beneficiary on a separate account in accordance with the Swedish Funds Accounting Act (Lag om redovisningsmedel (1944:181)).

(c) For the avoidance of doubt, the Parties agree that any novation effected in accordance with the terms of this Agreement shall, in relation to any Transaction Security governed by and/or perfected in accordance with Swedish law, take effect as an assignment and assumption or transfer of a proportionate part of such security interests.

1.10 Canadian terms

In this Agreement, where it relates to a Canadian entity, a reference to:

(a) a receiver includes a receiver and manager, interim receiver, manager, monitor and bankruptcy trustee;

(b) a merger includes an amalgamation and to merge includes to amalgamate; and

(c) Security includes a hypothec.

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1.11 Quebec terms

(a) Without prejudice to the generality of any provision of this Agreement, in this Agreement, where it relates to (A) an Obligor or (B) any other person incorporated or established in Canada, and for purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec:

(i) personal property shall be deemed to include movable property;

(ii) real property or real estate shall be deemed to include immovable property;

(iii) tangible property shall be deemed to include corporeal property;

(iv) intangible property shall be deemed to include incorporeal property;

(v) security interest, mortgage and lien shall be deemed to include a hypothec, right of retention, prior claim, reservation of ownership and a resolutory clause;

(vi) all references to filing, perfection, priority, remedies, registering or recording under the Uniform Commercial Code or a Personal Property Security Act of any province or territory in Canada shall include publication under the Civil Code of Quebec;

(vii) all references to perfection of or perfected liens or security interest shall be deemed to include a reference to an opposable or set up hypothec, lien or security interest as against third parties;

(viii) any right of offset, right of setoff or similar expression shall be deemed to include a right of compensation;

(ix) goods shall be deemed to include corporeal movable property other than chattel paper, documents of title, instruments, money and securities;

(x) an agent shall be deemed to include a mandatary;

(xi) construction liens or mechanics, materialmen, repairmen, construction contractors or other like Liens shall be deemed to include legal hypothecs and legal hypothecs in favour of persons having taken part in the construction or renovation of an immovable;

(xii) joint and several shall be deemed to include solidary;

(xiii) gross negligence or wilful misconduct shall be deemed to be intentional or gross fault;

(xiv) beneficial ownership shall be deemed to include ownership on behalf of another as mandatary;

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(xv) servitude shall be deemed to include easement;

(xvi) priority shall be deemed to include rank or prior claim, as applicable;

(xvii) survey shall be deemed to include certificate of location and plan; and

(xviii) fee simple title shall be deemed to include absolute ownership and ownership (including ownership under a right of superficies);

(xix) accounts shall be deemed to include claims;

(xx) legal title shall be deemed to include holding title on behalf of an owner as mandatory or prete-nom,

(xxi) ground lease shall be deemed to include emphyteusis or a lease with a right of superficies, as applicable,

(xxii) leasehold interest shall be deemed to include a valid lease,

(xxiii) lease shall be deemed to include a leasing contract and

(xxiv) guarantee and guarantor shall be deemed to include suretyship and surety, respectively.

(b) The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement.

1.12 US terms

In this Agreement, where it relates to a US entity:

(a) a reference to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person; and

(b) any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

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1.13 Exchange rate fluctuations

(a) Subject to paragraph (c) below, when applying any monetary limits, thresholds and other exceptions to the representations and warranties, undertakings and Events of Defaults under the Finance Documents, the equivalent to an amount in euro shall be calculated at the rate for the conversion of euro into the relevant currency of the non-euro monetary limit, threshold and other exception which the Company (acting reasonably and in good faith) has used and has notified to the Agent or at the option of the Company at the Agent’s Spot Rate of Exchange, in each case, as at the date of the Group incurring or making the relevant disposal, acquisition, investment, lease, loan, debt or guarantee or taking any other relevant action. For the avoidance of doubt, this paragraph (a) shall not apply to paragraph (c) of Clause 26.3 (Calculations).

(b) Subject to paragraph (c) below, no Event of Default or breach of any representation and warranty or undertaking under this Agreement or the other Finance Documents shall arise merely as a result of a subsequent change in the euro equivalent or any other currency specified for any basket due to fluctuations in exchange rates.

(c) Paragraphs (a) and (b) above shall not apply to or in respect of the calculation of Consolidated Senior Secured Net Leverage Ratio, Consolidated Net Leverage Ratio, Consolidated Total Secured Net Leverage Ratio, Consolidated EBITDA, LTM EBITDA or for the purpose of testing any financial covenant in Clause 26.2 (Financial Condition).

1.14 Baskets and Basket Testing

(a) Any amounts incurred on the basis of any basket, test or permission where an element is set by reference to a percentage of LTM EBITDA (EBITDA based basket) shall (provided that such amounts are, at the time of incurrence, duly and properly incurred in accordance with the relevant basket, test or permission) be treated as having been duly and properly incurred without the incurrence of an Event of Default even in the event that such EBITDA based basket subsequently decreases by virtue of operation of that calculation.

(b) In the event that any amount or transaction meets the criteria of more than one of the baskets or exceptions set out in this Agreement, the Company, in its sole discretion, will classify and may from time to time reclassify that amount or transaction to a particular basket or exception and will only be required to include that amount or transaction in one of those baskets or exceptions (and an amount or transaction may at the option of the Company be split between different baskets or exceptions).

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(c) Notwithstanding any other provisions to the contrary in this Agreement or any other Finance Document but subject to the method of calculation in Applicable Test Date, any financial definition or incurrence based permission, test or basket (including any EBITDA based basket or the calculation of the Consolidated Senior Secured Net Leverage Ratio, Consolidated Net Leverage Ratio and Consolidated Total Secured Net Leverage Ratio) prior to the first Quarter Date after the Closing Date shall be calculated in accordance with levels as at the Closing Date as set out in the Base Case Model and thereafter as provided for and calculated in accordance with the provisions in this Agreement.

(d) For any basket permission under this Agreement, at the option of the Obligors’ Agent, the maximum amount so permitted during such Financial Year may be increased by an amount equal to the difference (if positive) between the permitted amount in the immediately preceding Financial Year and the amount thereof actually used or applied by the Group during such period (without double counting for any Permitted Payment Unused Amount); and by an amount equal to 50 per cent of the permitted amount in the immediately following Financial Year and the permitted amount in such immediately following Financial Year shall be reduced by such corresponding amount.

(e) To the extent that any Additional Facility, Permitted Alternative Debt or Permitted Acquired Indebtedness satisfies the applicable ratio or other condition (pro forma its incurrence) on the applicable Additional Facility Commencement Date, Permitted Alternative Debt Commencement Date or Permitted Acquired Indebtedness Commencement Date, for the avoidance of doubt, such condition is deemed to have been satisfied, including on the date of its incurrence.

1.15 Third Party Rights

A person who is not a Party (other than the Hedge Counterparties notwithstanding that the consent of the Hedge Counterparties shall not be required under this Agreement except to the extent otherwise required pursuant to the Intercreditor Agreement) has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or enjoy the benefit of any term of this Agreement.

1.16 Intercreditor Agreement

This Agreement is subject to, and has the benefit of, the Intercreditor Agreement. In the event of any inconsistency between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall prevail.

1.17 No Investor Recourse

No Finance Party will have any recourse to any Investor that is not party to a Finance Document (and to the extent an Investor is a party to a Finance Document there shall only be recourse to the extent of its liability under the terms of such Finance Document) in respect of any term of any Finance Document, any statements by Investors, or otherwise.

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1.18 Personal Liability

Where any natural person gives a certificate or other document or otherwise gives a representation or statement on behalf of any of the parties to the Finance Documents pursuant to any provision thereof and such certificate or other document, representation or statement proves to be incorrect, the individual shall incur no personal liability in consequence of such certificate, other document, representation or statement being incorrect save where such individual acted fraudulently in giving such certificate, other document, representation or statement (in which case any liability of such individual shall be determined in accordance with applicable law) and each such individual may rely on this Clause subject to Clause 1.15 (Third Party Rights) and the provisions of the Third Parties Act.

1.19 Non-wholly owned Subsidiaries

Where any person (the first person) is required under this Agreement or any other Finance Document to ensure or procure certain acts, events or circumstances in relation to any other person (the second person) and the first person (together with its Affiliates) owns less than 90 per cent in aggregate of the issued voting share capital (or instruments providing equivalent control) in the second person, the first person shall only be obliged to use its reasonable efforts, subject to all limitations and restrictions on the influence it may exercise as a shareholder over the second person, pursuant to any agreement with the other shareholders or pursuant to any applicable law which requires the consent of the other shareholders, and its obligation to ensure or procure shall not be construed as a guarantee for such acts, events or circumstances.

1.20 Cashless rolls

Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans with Additional Facility Loans, Refinancing Debt, loans in connection with any Permitted Alternative Debt or loans incurred under a new credit facility, in each case, that are effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Finance Document that such payment be made in “euro”, in “USD” or any other Optional Currency, “in immediately available funds”, “in cash” or any other similar requirement.

1.21 Termination of Interim Facilities Agreement

Each Party agrees that the Interim Facilities Agreement will automatically terminate and be of no further force or effect on the first date on which this Agreement has been fully executed and delivered by all Parties and all of the initial conditions precedent specified in Clause 4.1(Initial conditions precedent) have been satisfied or waived (other than any conditions precedent which can only be satisfied on the Closing Date, which, if documentary, are in agreed form) but only if, at that time, no Advances (under and as defined in the Interim Facilities Agreement) have been made.

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2. The Facilities

2.1 The Facilities

(a) Subject to the terms of this Agreement:

(i) the Facility B Lenders make available to the Facility B Borrowers a term loan facility in the Base Currency in an aggregate amount equal to the Total Facility B Commitments; and

(ii) the Original Revolving Facility Lenders make available to the Original Revolving Facility Borrowers a multicurrency revolving credit facility in an aggregate amount the Base Currency Amount of which is equal to the Total Original Revolving Facility Commitments (the Original Revolving Facility).

(b) Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender or Fronted Ancillary Lender and Fronting Ancillary Lender may make available an Ancillary Facility or a Fronted Ancillary Facility to any of the Revolving Facility Borrowers in place of all or part of its Commitment under a Revolving Facility.

2.2 Additional Facility

(a) Subject to this Clause 2.2, the Company may, at any time and from time to time following the Closing Date by delivering to the Agent and Security Agent a duly completed Additional Facility Notice complying with paragraphs (b) and (c) below, establish an Additional Facility by way of (i) the introduction of a new additional commitment or facility as a Facility under this Agreement or (ii) as an additional tranche of or increase in an existing Facility (including any previously incurred Additional Facility) under this Agreement.

(b) No consent of any Finance Party is required to establish an Additional Facility at any time (other than, in relation to an Additional Facility, the relevant Additional Facility Lenders making available the applicable Additional Facility) provided that (unless otherwise agreed by the Majority Lenders) each of the following applicable conditions are met:

(i) unless such Additional Facility is Bridging Debt or Refinancing Debt, in relation to any Additional Facility denominated in euro which is incurred within the period from the date of this Agreement until the period ending 12 Months after the Closing Date and which is in the form of:

(A) only to the extent any Signing Date Facility B Commitments remain in place, a term loan which ranks pari passu to the Facilities and has a Termination Date less than 12 Months later than the Termination Date applicable to Facility B, the Yield applicable to such Additional Facility does not exceed the MFN Rate above the highest Yield potentially applicable to Facility B hereunder on the date on which the Additional Facility is committed (including any increase to the Margin of Facility B that became effective prior to the Additional Facility Commencement Date and ignoring any step down on the ratchet in the definition of Margin which has been implemented prior to the Additional Facility Commencement Date) unless the Yield applicable to Facility B is increased (including, if Yield is increased by increasing the applicable Margin, at each level of the applicable Margin ratchet) by an amount equal to the amount by which the Yield for such Additional Facility which is denominated in euro and is in the form of a term loan ranking pari passu with the Facilities and which has a Termination Date less than 12 Months later than the Termination Date applicable to Facility B exceeds the aggregate of the MFN Rate plus the highest applicable Yield referred to above; or

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(B) only to the extent any Signing Date Original Revolving Facility Commitments remain in place, an Additional Revolving Facility which ranks pari passu to the Facilities and has a Termination Date less than 12 Months later than the Termination Date applicable to the Original Revolving Facility, the Yield applicable to such Additional Revolving Facility does not exceed the MFN Rate above the highest Yield potentially applicable to the Original Revolving Facility hereunder on the date on which the Additional Revolving Facility is committed (including any increase to the Margin of the Original Revolving Facility that became effective prior to the Additional Facility Commencement Date and ignoring any step down on the ratchet in the definition of Margin which has been implemented prior to the Additional Facility Commencement Date) unless the Yield applicable to the Original Revolving Facility is increased (including, if Yield is increased by increasing the applicable Margin, at each level of the applicable Margin ratchet) by an amount equal to the amount by which the Yield for such Additional Revolving Facility which is denominated in euro ranking pari passu with the Facilities and which has a Termination Date less than 12 Months later than the Termination Date applicable to the Original Revolving Facility exceeds the aggregate of the MFN Rate plus the highest applicable Yield referred to above,

and there shall be no cap on the Yield for (A) any Additional Facility which is not denominated in euro and/or which is not in the form of a loan facility or (B) any Bridging Debt or Refinancing Debt;

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(ii) the repayment profile for an Additional Facility shall be, at the option of the Company, a bullet repayment or an amortising repayment, provided that (unless such Additional Facility is Bridging Debt or Refinancing Debt) the following conditions shall apply, as applicable:

(A) for so long as any Signing Date Facility B Commitments remain in place, if the Additional Facility is a term facility ranking pari passu with the Facilities, the Termination Date for such Additional Facility (as set out in the Additional Facility Notice relating to that Additional Facility or as otherwise agreed by the relevant Borrower(s) and the Additional Facility Lender(s) under that Additional Facility from time to time) must fall on or after the Termination Date for Facility B as at the date of this Agreement (or, if at such time Facility B has been repaid in full or would be repaid in full after giving effect to the application of proceeds from the Additional Facility, any termination date); or

(B) for so long as any Signing Date Facility B Commitments remain in place, if any amortising or staggered repayment in relation to an Additional Facility which is a term facility ranking pari passu with the Facilities applies, such Additional Facility may only amortise prior to the Termination Date for Facility B as at the date of this Agreement at a rate not exceeding three (3) per cent per annum of the principal amount of the term facility (or, if at such time Facility B has been repaid in full or would be repaid in full after giving effect to the application of proceeds from the Additional Facility, there shall be no limitations or restrictions on the amortisation profile of the Additional Facility) unless the Facility B Lenders are also offered by the Company the same percentage amortisation repayment per annum for the corresponding year to the extent the rate exceeds three (3) per cent per annum, provided that, for the purposes of this paragraph (B), each individual Facility B Lender will be deemed to have rejected such offer unless such Facility B Lender notifies the Agent that it has accepted such offer by 11am five (5) Business Days (or such longer period which the Company agrees) after the date of such offer; or

(C) for so long as any Signing Date Original Revolving Facility Commitments remain in place, if the Additional Facility is a revolving credit facility ranking pari passu with the Facilities, the Termination Date for such Additional Facility (as set out in the Additional Facility Notice relating to that Additional Facility or as otherwise agreed by the relevant Borrower(s) and the Additional Facility Lender(s) under that Additional Facility from time to time) must fall on or after the Termination Date for the Original Revolving Facility as at the date of this Agreement (or, if at such time the Original Revolving Facility has been repaid in full or would be repaid in full after giving effect to the application of proceeds from the Additional Facility, there shall be no limitations or restrictions on the Termination Date for such Additional Facility); and

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(D) an Additional Facility may share: (i) rateably, where Additional Facilities rank pari passu with the Facilities; (ii) less than rateably; or (iii) in the circumstances permitted by this Agreement (or if no Signing Date Facility B Commitments or Signing Date Original Revolving Facility Commitments (as applicable) remain in place or will remain in place after giving effect to the application of proceeds from the Additional Facility) greater than rateably, in any mandatory prepayments; and

(iii) save in respect of Refinancing Debt, the Company has confirmed to the Agent that, at the election of the Company in relation to all or part of any Additional Facility, either:

(A) as at the Additional Facility Commencement Date (to the extent incurred on or before such date or otherwise pro forma its incurrence in full (or in part as elected by the Company)) by reference to the Applicable Test Date in paragraph (b)(i) of the definition thereof; and/or

(B) (to the extent not already confirmed on the Additional Facility Commencement Date pursuant to paragraph (i) above), on the date of any incurrence of any Additional Facility as at the Applicable Test Date in paragraph (b)(ii) of the definition thereof,

the Permitted Indebtedness Cap would not be exceeded; or to the extent it is exceeded, would otherwise constitute Permitted Financial Indebtedness;

(iv) an Additional Facility shall rank pari passu with each other Facility under this Agreement; and

(v) no Event of Default is continuing on the relevant Additional Facility Commencement Date.

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(c) The Additional Facility Notice shall not be regarded as having been duly completed unless it is signed by each party thereto and specifies the following matters in respect of such Additional Facility:

(i) the proposed borrower(s) and guarantor(s) in respect of the Additional Facility;

(ii) the person(s) to become Additional Facility Lenders in respect of the Additional Facility and the amount of the commitments of such Additional Facility allocated to each Additional Facility Lender;

(iii) the aggregate amount of the commitments of the Additional Facility and the currency being made available and any other or optional currency or currencies which are available for utilisation under such Additional Facility;

(iv) the rate of interest applicable to the Additional Facility (including any applicable margin, basis and/or margin ratchet);

(v) the Additional Facility Commencement Date and Availability Period for the Additional Facility; and

(vi) the Termination Date, ranking and related provisions, amortisation schedule and any mandatory prepayment provisions (including whether the Additional Facility will share rateably or less than rateably in mandatory prepayments),

and such Additional Facility Notice shall be deemed to have been duly completed if it is signed by the Company and specifies the matters in paragraphs (c)(i) to (c)(vi) above in respect of such Additional Facility, and prior to the applicable Additional Facility Commencement Date, without prejudice to the rights of the Agent to request any other information which the Agent or Security Agent may reasonably require in relation to such Additional Facility.

(d) Subject to the conditions set out in paragraph (b) of this Clause 2.2 being satisfied, following receipt by the Agent of a duly completed Additional Facility Notice and with effect from the relevant Additional Facility Commencement Date (or any later date on which the conditions set out in paragraph (e) below are satisfied) the relevant Additional Facility shall come into effect and be established in accordance with its terms and:

(i) the Additional Facility Lenders participating in the relevant Additional Facility shall make available that Additional Facility in the aggregate amount set out in the Additional Facility Notice;

(ii) each of the Obligors and each Additional Facility Lender shall assume such obligations towards one another and/or acquire such rights against one another as the Obligors and such Additional Facility Lenders would have assumed and/or acquired had the Additional Facility Lenders been Original Lenders;

(iii) in relation to an Additional Facility Lender which is not already a Lender, each Additional Facility Lender under the relevant Additional Facility shall become a Party to this Agreement as a Lender;

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(iv) each Additional Facility Lender under the relevant Additional Facility and each of the other Finance Parties shall assume such obligations towards one another and acquire such rights against one another as those Additional Facility Lenders and those Finance Parties would have assumed and/or acquired had the Additional Facility Lenders been Original Lenders in respect of the relevant Additional Facility; and

(v) the Commitments of the other Lenders shall continue in full force and effect.

(e) The establishment of an Additional Facility will only be effective on:

(i) the execution of the Additional Facility Notice relating to such Additional Facility by the Company, the relevant Borrower(s) and the relevant Additional Facility Lender(s) and delivery of such executed notice to the Agent;

(ii) in relation to an Additional Facility Lender which is not already a Lender, receipt by the Agent of an Additional Facility Lender Accession Notice from each person referred to in the relevant Additional Facility Notice as an Additional Facility Lender and accession of each Additional Facility Lender to the Intercreditor Agreement in the capacity of a “Senior Lender” (as defined in the Intercreditor Agreement); and

(iii) in relation to an Additional Facility Lender which is not already a Lender, the performance by the Agent of all necessary know your customer or other similar checks under all applicable laws and regulations in relation to that Additional Facility Lender making available an Additional Facility, the completion of which the Agent shall promptly notify to the Company,

and no Utilisation Request in relation to an Additional Facility shall be valid unless, prior to (or simultaneously with) the Utilisation Date specified in such Utilisation Request, the requirements of this Clause 2.2 have been satisfied.

(f) Each Obligor irrevocably authorises the Company to sign each Additional Facility Notice.

(g) Each Finance Party irrevocably authorises, empowers and instructs:

(i) the Agent promptly (upon request of (and as reasonably requested by) the Company) to acknowledge, execute and confirm acceptance of each Additional Facility Notice; and

(ii) the Agent and the Security Agent (promptly upon request of (and as reasonably requested by) the Company) to acknowledge, execute and confirm acceptance of each Additional Facility Lender Accession Notice and if applicable, the documentation required for the Additional Facility Lender to accede to the Intercreditor Agreement and to execute (and will, to the extent required under applicable law to act in its own name, itself execute) any necessary additional Transaction Security, amendments, confirmations, supplements or revisions to any Finance Document as may be required to ensure the Additional Facility ranks in accordance with the provisions set out in the Additional Facility Notice.

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(h) The Agent and/or the Security Agent shall as soon as reasonably practicable send to the Company a copy of each executed Additional Facility Notice and, if applicable, Additional Facility Lender Accession Notice and if applicable, the documentation required for the Additional Facility Lender to accede to the Intercreditor Agreement.

(i) Except to the extent as provided in paragraph (b) above, the terms applicable to any Additional Facility (including ranking, security and intercreditor rights) will be those agreed by the Additional Facility Lenders in respect of that Additional Facility and the Company. If there is any inconsistency between any such term agreed in respect of an Additional Facility and any other term of a Finance Document, the term agreed in respect of the Additional Facility shall prevail with respect to such Additional Facility (subject to the conditions in paragraph (b) above). Notwithstanding any provision of a Finance Document to the contrary, there shall be no obligation or requirement to enter into any hedging arrangement or other derivative transaction in relation to any Additional Facility.

(j) Each Additional Facility Lender, by executing the relevant Additional Facility Notice confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any consent, release, waiver or amendment that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the relevant Additional Facility becomes effective and that it is bound by that decision and by the operations of any other provisions of this Agreement in relation to such consent, release, waiver or amendment.

(k) No Lender will have any obligation to participate in an Additional Facility (unless it has executed and delivered an Additional Facility Lender Accession Notice or otherwise become an Additional Facility Lender in respect of that Additional Facility). By signing an Additional Facility Notice as an Additional Facility Lender, each such entity agrees to commit the Additional Facility Commitments set out against its name in that Additional Facility Notice.

(l) The Agent shall not notify any Finance Parties not participating in the relevant Additional Facility of the proposed or committed Additional Facility until all conditions to the availability of such Additional Facility are waived or satisfied, and the Additional Facility Commitments are available for utilisation. Upon the satisfaction or waiver of all such conditions (and provided that written confirmation of the same has been delivered to the Company), the Agent may notify the Finance Parties of the Additional Facility Commitments (but shall not provide Finance Parties with any information relating to fees other than commitment fees).

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(m) Clause 29.6 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Additional Facility Lender as if references in that Clause to:

(i) an Existing Lender were references to all the Lenders immediately prior to the establishment of the relevant Additional Facility;

(ii) the New Lender were references to that Additional Facility Lender; and

(iii) a re-transfer and re-assignment were references to respectively a transfer and assignment.

(n) The Company may pay to an Additional Facility Lender a fee in the amount and at the times agreed between the Company and the Additional Facility Lender in a Fee Letter.

(o) The establishment, terms or conditions or use of proceeds of any Additional Facility shall be governed by this Clause 2.2 which shall apply irrespective and notwithstanding any other provision of this Agreement (including Clause 11 (Illegality, Voluntary Prepayment and Cancellation), Clause 35.6 (Partial payments) and Clause 41 (Amendments and Waivers) and Schedule 11 (Agreed Security Principles)) and whether such Additional Facility is in place prior to the Additional Facility Commencement Date for the purposes of this Agreement.

2.3 Increase

(a) The Company may by giving notice to the Agent at any time after the effective date of a cancellation of the Available Commitments or Commitments of a Lender in accordance with Clauses 11.1 (Illegality), 11.6 (Right of cancellation and repayment in relation to a single Lender), 11.7 (Right of cancellation in relation to a Defaulting Lender), 11.8 (Right of prepayment of Non-Consenting Lender) and/or 41.5 (Replacement of Lender) request that the Total Commitments be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments so cancelled as follows:

(i) the increased Commitments will be assumed by one or more persons (including, without limitation, Lenders, banks, financial institutions, trusts, funds or other persons) (each an Increase Lender) selected by the Company (each of which shall not be a member of the Group, and which satisfies all the Agent’s ‘know your customer’ or similar checks referred to in paragraph (b)(ii)(B) below, and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender (for the avoidance of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to this paragraph (A) without the prior consent of that Party));

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(ii) each of the Company and the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Company and the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(iii) each Increase Lender shall become a Party as a Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(iv) the Commitments of the other Lenders shall continue in full force and effect; and

(v) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b) An increase in the Total Commitments will only be effective on:

(i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; and

(ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and

(B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company, the Increase Lender and the Issuing Bank.

(c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

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(d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of €2,000 and the Company shall within five (5) Business Days of demand pay to the Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them (and/or any Receiver or Delegate) in connection with any increase Commitments under this Clause 2.3.

(e) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter.

(f) Clause 29.6 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Increase Lender as if references in that Clause to:

(i) an Existing Lender were references to all the Lenders immediately prior to the relevant increase;

(ii) the New Lender were references to that Increase Lender; and

(iii) a re-transfer and re-assignment were references to respectively a transfer and assignment.

(g) The Finance Parties shall be required to enter into any amendment to the Finance Documents required by a Borrower in order to facilitate or reflect any of the matters contemplated by this Clause 2.3. The Agent and the Security Agent are each authorised and instructed by each Finance Party (without any consent, sanction, authority or further confirmation from them) to execute any such amended or replacement Finance Documents (and shall do so on the request of and at the cost of the Borrower).

2.4 Finance Parties’ rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Company or an Obligor shall be a separate and independent debt.

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(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

2.5 Obligors’ Agent

(a) Each Obligor (other than the Company), by its execution of this Agreement or an Accession Deed, irrevocably (to the extent permitted by law) appoints the Company, to act severally on its behalf as its agent in relation to the Finance Documents and irrevocably (to the extent permitted by law) authorises:

(i) the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor, notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor to the extent this is in compliance with applicable laws (including inside information rules and regulation); and

(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it (to the extent permitted by law)). In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

(c) For the purpose of this Clause 2.5 the Obligor (to the extent necessary under applicable law) shall grant a specific power of attorney (notarized and apostilled) to the Company and comply with any necessary formalities in connection therewith.

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(d) Each Obligor (other than the Company) by its execution of this Agreement or an Accession Deed releases the Company from:

(i) the restrictions set out in section 181 of the German Civil Code to the extent legally possible for such Obligor; and

(ii) any equivalent restriction applicable to it under any other applicable law.

(e) For all purposes of the Finance Documents, including for the purpose of this Clause 2.5, each Swiss Guarantor unconditionally releases the Company from any restriction on self-contracting (Selbstkontrahieren) and/or double representation (Doppelvertretung) under Swiss law, both of which are herewith explicitly approved by each Swiss Guarantor.

2.6 IPO Pushdown

(a) On or following an IPO Event where the Qualifying IPO Condition has been satisfied, the Obligors’ Agent shall be entitled to require (by written notice to the Agent (an IPO Pushdown Notice)) that the terms of the Finance Documents shall operate (with effect from the date specified in the relevant IPO Pushdown Notice (the IPO Pushdown Date)) on the basis that:

(i) the Group (and all related provisions) shall comprise only the IPO Entity and its Restricted Subsidiaries from time to time;

(ii) all financial ratio calculations shall be made excluding any Holding Company of the IPO Entity and all reporting obligations shall be assumed at the level of the IPO Entity;

(iii) each reference in this Agreement to the Parent shall be deemed to be a reference to the IPO Entity (to the extent applicable and unless the context requires otherwise, and provided further that nothing in this paragraph (a), including the deeming construct contemplated by this paragraph (iii) and any action taken by the IPO Entity prior to it being deemed to be the Parent, shall, or shall be deemed to, directly or indirectly constitute or result in a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default);

(iv) none of the representations, warranties, undertakings or Events of Default in the Finance Documents shall apply to any Holding Company of the IPO Entity (whether in its capacity as an Obligor or otherwise);

(v) no event, matter or circumstance relating to any Holding Company of the IPO Entity (whether in its capacity as an Obligor or otherwise) shall, or shall be deemed to, directly or indirectly constitute or result in a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default;

(vi) each Holding Company of the IPO Entity shall be irrevocably and unconditionally released from all obligations under the Finance Documents (including any Transaction Security granted by any such Holding Company); and/or

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(vii) unless otherwise notified by the Obligors’ Agent:

(A) each person which is party to the Intercreditor Agreement as a “Subordinated Creditor” shall be irrevocably and unconditionally released from the Intercreditor Agreement and all obligations and restrictions under the Intercreditor Agreement (and from the date specified by the Obligors’ Agent that person shall cease to be party to the Intercreditor Agreement as an Investor and shall have no further rights or obligations under the Intercreditor Agreement as a Subordinated Creditor); and

(B) there shall be no obligation or requirement for any person to become party to the Intercreditor Agreement as a Subordinated Creditor,

and provided that the IPO Pushdown Notice confirms that the Board of Directors of the IPO Entity have approved the IPO Event.

In the event that any person is released from or does not become party to the Intercreditor Agreement as a Subordinated Creditor as a consequence of this paragraph (a), any term of any Finance Document which requires or assumes that any person be an Investor or that any liabilities or obligations to such person be subject to the Intercreditor Agreement or otherwise subordinated shall cease to apply and any associated liabilities shall not be treated as Subordinated Liabilities or Topco Process Loan Liabilities (as defined in the Intercreditor Agreement) for the purposes of the Finance Documents.

(b) The Finance Parties shall be required to enter into any amendment to or replacement of the Finance Documents required by the Obligors’ Agent and/or take such other action as is required by the Obligors’ Agent in order to facilitate or reflect any of the matters contemplated by paragraph (a) above. The Agent and the Security Agent are each irrevocably authorised and instructed by each Finance Party to execute any such amended or replacement Finance Documents and/or take other such action on behalf of the Finance Parties (and shall do so on the request of, and at the cost of, the Obligors’ Agent). If a Finance Party is required under applicable law to act in its own name in respect of any such matter, such Finance Party shall also execute any such amended or replacement Finance Documents and/or take other such action on the request of, and at the cost of, the Obligors’ Agent.

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(c) If the Obligors’ Agent delivers an IPO Pushdown Notice to the Agent pursuant to paragraph (a) above in relation to a contemplated IPO Event, it shall be entitled to revoke that IPO Pushdown Notice at any time prior to the occurrence of the relevant IPO Event by written notice to the Agent. In the event that any Pushdown Notice is revoked in accordance with this paragraph (c):

(i) the provisions of paragraphs (a)(i) to (a)(vii) above shall cease to apply in relation to that IPO Pushdown Notice;

(ii) if any Transaction Security has been released pursuant to paragraph (a) above in reliance on that IPO Pushdown Notice, if required by the Majority Lenders (acting reasonably) by prior written notice to the Obligors’ Agent and subject to the Agreed Security Principles, the relevant member of the Group shall as soon as reasonably practicable execute a replacement Transaction Security Document in respect of that Transaction Security; and

(iii) if any person party to the Intercreditor Agreement as a “Subordinated Creditor” has been released from the Intercreditor Agreement pursuant to paragraph (a)(vii) above in reliance on that IPO Pushdown Notice, if required by the Majority Lenders (acting reasonably) by prior written notice to the Obligors’ Agent and that person, that person shall as soon as reasonably practicable accede to the Intercreditor Agreement as a “Subordinated Creditor” by executing a Creditor/Agent Accession Undertaking.

For the avoidance of doubt:

(A) nothing in this paragraph (c) shall prohibit or otherwise restrict the Obligors’ Agent from delivering a further IPO Pushdown Notice in relation to any actual or contemplated IPO Event; and

(B) revocation of a IPO Pushdown Notice shall not, and shall not be deemed to, directly or indirectly constitute or result in a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default (whether by reason of any action or step taken by any person, or any matter or circumstance arising or committed, while that IPO Pushdown Notice was effective or otherwise).

(d) For the purpose of this Clause 2.6, the IPO Entity shall be any member of the Group or a Holding Company of the Parent notified to the Agent by the Obligors’ Agent in writing as the person to be treated as the IPO Entity in relation to the relevant IPO Event, provided that:

(i) the IPO Entity shall be the member of the Group or a Holding Company of the Parent who will issue shares, or whose shares are to be sold, pursuant to that IPO Event; and

(ii) the Obligors’ Agent may not designate a Subsidiary of a Borrower as the IPO Entity unless on or prior to the date on which that Borrower will cease to be a member of the Group as a consequence of the operation of this Clause 2.6 it ceases to be a Borrower under this Agreement in accordance with Clause 31 (Changes to the Obligors).

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2.7 Designated Affiliates

(a) In respect of a Loan or Loans to a particular Borrower (a Designated Loan) a Lender (a Designating Lender) may at any time and from time to time designate (by written notice to the Agent and the Company):

(i) a substitute Facility Office from which it will make Designated Loans (a Substitute Facility Office); or

(ii) nominate an Affiliate to act as the Lender of Designated Loans (a Substitute Affiliate Lender).

(b) A notice to nominate a Substitute Affiliate Lender must be in the form set out in Schedule 17 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming that, subject to (and in accordance with) the terms of this Clause 2.7, it will be bound as a Lender under this Agreement and as a Senior Lender (as defined in the Intercreditor Agreement) under the Intercreditor Agreement in respect of the Designated Loans in respect of which it acts as Lender.

(c) The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the Agent, the Security Agent and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular:

(i) the Commitments of the Designating Lender will not be treated as reduced by the introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents;

(ii) the Designating Lender and the Substitute Affiliate Lender shall be regarded as a single Lender for the purpose of:

(A) voting in relation to any matter in connection with a Finance Document; and

(B) compliance with Clause 29.3 (Conditions of assignment or transfers).

(d) The Designating Lender shall remain liable and responsible for the performance of all obligations assumed by a Substitute Facility Office or a Substitute Affiliate Lender on its behalf under this Clause 2.7. The non-performance of a Designating Lender's obligations by its Substitute Facility Office or its Substitute Affiliate Lender following a designation under this Clause 2.7 shall not relieve such Designating Lender from its obligations under this Agreement or the other Finance Documents (but without prejudice to a Designating Lender’s rights under Clause 29 (Changes to the Lenders)).

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(e) A Substitute Affiliate Lender shall be a Lender for the purposes of Clauses 18 (Taxes) and 19 (Increased Costs) and shall be treated for the purposes of such Clauses as having become a Lender on the date that such Substitute Affiliate Lender's designation by the Designating Lender becomes effective. No Obligor shall be liable to pay any amount otherwise required to be paid by an Obligor under Clauses 18 (Taxes) or 19 (Increased Costs) (arising as a result of laws or regulations in force on the date the relevant branch or Affiliate was nominated) in excess of the amount it would have been obliged to pay if that Designating Lender had not nominated a Substitute Facility Office or a Substitute Facility Lender. A Designating Lender shall promptly: (i) notify the Agent and the Company of the Tax jurisdiction of any Substitute Facility Office; and (ii) provide such other information regarding any Substitute Affiliate Lender or Substitute Facility Office as the Company may reasonably request.

(f) Subject to, and save as mentioned in, paragraphs (c) to (e) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement.

(g) A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Agent and the Company provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender.

3. Purpose

3.1 Purpose

(a) The Facility B Borrowers shall apply all amounts drawn under Facility B to finance or refinance (directly or indirectly):

(i) the consideration payable for the Acquisition (including in respect of the acquisition of any Target Shares to be acquired after the Closing Date, including pursuant to a Squeeze-Out Procedure);

(ii) any market purchases of Target Shares;

(iii) the refinancing, repayment, redemption, discharge or defeasance of existing indebtedness of the Target Group (including back-stopping or providing cash-cover in respect of any letters of credit, guarantees or ancillary, revolving, working capital or local facilities or arrangements and any unilateral deposit into escrow or other segregation for the benefit of creditors);

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(iv) the general corporate purposes of the Group; and/or

(v) the payment of fees (including any additional OID payable in accordance with the Fee Letter), costs, expenses and/or other liabilities incurred or payable by the Company or any other member of the Group (including the Target Group) in connection with the Acquisition, the Transaction Documents and/or the repayment and/or refinancing contemplated by paragraph (iii) above,

and, in the case of Canada Bidco, substantially as contemplated by the Supplemental Tax Structure Memorandum.

The Company shall deposit any proceeds of Facility B which have been identified in the Funds Flow Statement for the purpose of refinancing any Specified Target Indebtedness in the Target Indebtedness Refinancing Account and (subject to the next sentence) shall maintain such proceeds in the Target Indebtedness Refinancing Account until they are applied for such purpose (or are made subject to a Target Indebtedness Escrow Arrangement or are applied in prepayment of the Facilities pursuant to Clause 12.4 (Specified Target Indebtedness)). Once the prepayment referred to in that Clause has been made, any balance standing to the credit of the Target Indebtedness Refinancing Account may be applied for the general corporate purposes of the Group.

(b) Subject to paragraph (b) of Clause 5.6 (Limitations on Utilisation), each Borrower shall apply all amounts borrowed by it under the Original Revolving Facility towards (directly or indirectly):

(i) financing or refinancing the general corporate purposes and/or working capital requirements of the Group (including, on and from the Closing Date, the Target Group) including, without limitation, for net working capital adjustments at completion, bridging Target Group cash at the Closing Date, capital expenditure and Permitted Acquisitions, repayment or refinancing of existing indebtedness of the Target Group (including back-stopping or providing cash-cover in respect of any letters of credit, guarantees or ancillary, revolving, working capital or local facilities or arrangements available or outstanding on the Closing Date (including the “grandfathering” of such existing letters of credit in the Target’s existing revolving capital facility));

(ii) the payment of fees; and

(iii) costs, expenses and/or other liabilities incurred or payable by the Company or any other member of the Group (including the Target Group) in connection with the Acquisition, the Transaction Documents and/or any repayment and/or refinancing contemplated above.

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(c) Each Additional Facility Borrower shall apply all amounts borrowed by it under an Additional Facility towards the purposes specified in the Additional Facility Notice relating to the relevant Additional Facility Commitments.

(d) Each Replacement Facility Borrower shall apply all amounts borrowed by it under a Replacement Facility towards the purposes specified in the Refinancing Amendment relating to the relevant Replacement Facility Commitments.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. Conditions of Utilisation

4.1 Initial conditions precedent

In relation to the first Utilisation of the Facilities, the Lenders will only be obliged to comply with Clause 5.5 (Lenders’ participation) in relation to any such Utilisation if on or before the Utilisation Date for that Utilisation the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent (acting reasonably) or receipt of such documents and evidence has been waived by the Majority Lenders. The Agent shall notify the Company and the Lenders promptly upon being so satisfied. Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives such notification, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2 Further conditions precedent

Subject to Clause 4.1 (Initial conditions precedent), the Lenders will only be obliged to comply with Clause 5.5 (Lenders’ participation) in relation to a Utilisation other than one to which Clauses 4.5 (Utilisations during the Certain Funds Period) or 4.6 (Utilisations of Revolving Facility/Additional Facility during the Agreed Certain Funds Period) apply, if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a) in the case of a Rollover Loan, no Declared Default or (provided such Rollover Loan is in respect of a Springing Covenant Revolving Facility) Revolving Facility Declared Default is continuing; and

(b) in the case of any other Utilisation:

(i) no Default is continuing or would result from the proposed Utilisation;

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(ii) the Repeating Representations are true in all material respects (or, to the extent a materiality test applies, all respects).

4.3 Conditions relating to Optional Currencies

(a) A currency will constitute an Optional Currency if it is:

(i) in the case of the Original Revolving Facility, USD;

(ii) in the case of an Additional Facility, any currencies specified in the Additional Facility Notice relating to those Additional Facility Commitments;

(iii) in the case of a Replacement Facility, any currency specified in the Refinancing Amendment relating to that Replacement Facility; or

(iv) with the consent of all of the Lenders participating in the relevant Utilisation under the Facility concerned (each acting reasonably), any other currency readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Utilisation.

(b) If by the Specified Time the Agent has received a written request from the Company for a currency to be approved under paragraph (a) above, the Agent will confirm to the Company by the Specified Time:

(i) whether or not the Lenders under the relevant Facility have granted their approval; and

(ii) if approval has been granted, the minimum amount for any subsequent Utilisation in that currency.

4.4 Maximum number of Utilisations

(a) A Borrower (or the Company) may not deliver a Utilisation Request in respect of Facility B or request that a Facility B Loan be divided if, as a result of the proposed utilisation or division, more than two Facility B Loans (excluding for this purpose any Loans utilised under an Additional Facility forming part of Facility B and any Debt Push Down Loans (as defined in paragraph (c) of Clause 5.8)) would be outstanding.

(b) A Borrower (or the Company) may not deliver a Utilisation Request in respect of the Original Revolving Facility if as a result of the proposed Utilisation more than 20 Original Revolving Facility Loans would be outstanding (excluding for this purpose any Loans utilised under an Additional Facility forming part of the Revolving Facility).

(c) A Borrower (or the Company) may not deliver a Utilisation Request in respect of an Additional Facility if as a result of the proposed Utilisation more than the maximum number of utilisations of that Additional Facility (as agreed between the Company and the Agent) would be outstanding.

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(d) Any Loan made by a single Lender under Clause 8.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.4.

(e) Any Separate Loan shall not be taken into account in this Clause 4.4.

(f) A Borrower (or the Parent) may not request that a Letter of Credit be issued under the Original Revolving Facility if, as a result of the proposed Utilisation, more than 15 Letters of Credit would be outstanding thereunder.

4.5 Utilisations during the Certain Funds Period

(a) Subject to Clause 4.1 (Initial conditions precedent), during the Certain Funds Period, a Lender will only be obliged to comply with Clause 5.5 (Lenders’ participation) in relation to a Certain Funds Utilisation if on the proposed Utilisation Date:

(i) the Agent has made the notification contemplated by Clause 4.1 (Initial conditions precedent);

(ii) no Change of Control has occurred;

(iii) it is not unlawful in any applicable jurisdiction for that Lender to perform any of its obligations to lend or participate in, or to maintain its Commitment or participation in, any Utilisation; and

(iv) no Major Default is continuing or would result from the proposed Certain Funds Utilisation.

(b) During the Certain Funds Period (save in respect of a Lender in circumstances where, pursuant to paragraphs (a)(ii) to (iv) above, that Lender is not obliged to comply with Clause 5.5 (Lenders’ participation)), none of the Finance Parties shall be entitled to:

(i) cancel any of its Commitments to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

(ii) rescind, terminate or cancel this Agreement or any of the Facilities or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

(iii) refuse to:

(A) participate in the making of a Certain Funds Utilisation; or

(B) prefund the Agent Account in accordance with Clause 5.4 (Prefunding),

unless, pursuant to paragraph (a)(i) above, that Lender is not obliged to comply with Clause 5.5 (Lenders’ participation);

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(iv) exercise any right of set-off or counterclaim in respect of a Utilisation to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

(v) cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document or exercise any enforcement rights under any Transaction Security Document to the extent to do so would prevent or limit the making of a Certain Funds Utilisation; or

(vi) take any other action or make or enforce any claim (in its capacity as a Lender) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the making of a Certain Funds Utilisation,

provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

4.6 Utilisations of Revolving Facility/Additional Facility during the Agreed Certain Funds Period

(a) During the relevant Agreed Certain Funds Period, a Revolving Facility Lender or Additional Facility Lender (as the case may be) will only be obliged to comply with Clause 5.5 (Lenders’ participation) in relation to the relevant Agreed Certain Funds Utilisation if:

(i) the Company and each of the Revolving Facility Lenders or relevant Additional Facility Lenders (as the case may be) have agreed that the Revolving Facility or relevant Additional Facility shall be made available on a “certain funds basis” for a specified purpose in connection with a Permitted Acquisition or such other agreed purpose, for such period and on such terms or conditions (if any) as the Company and those Revolving Facility Lenders or relevant Additional Facility Lenders (as the case may be) shall agree and notify in writing to the Agent at least three (3) Business Days (or such shorter period agreed with the Agent) prior to the date of the Utilisation Request; and

(ii) on the proposed Utilisation Date:

(A) the Agent has made the notification contemplated by Clause 4.1 (Initial conditions precedent), the Closing Date has occurred and Facility B has been utilised (in whole or in part);

(B) no Change of Control has occurred;

(C) it is not unlawful in any applicable jurisdiction for that Lender to perform any of its obligations to lend or participate in, or to maintain its Commitment or participation in, any Utilisation;

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(D) no Major Default is continuing or would result from the proposed Agreed Certain Funds Utilisation; and

(E) solely in relation to the Agreed Certain Funds Utilisation under an Additional Facility, Revolving Facility or a Replacement Facility, the additional conditions or events (if any) specified in the relevant Additional Facility Notice, Refinancing Amendment or other notice in relation to that Agreed Certain Funds Period and Agreed Certain Funds Utilisation are complied with or satisfied.

(b) During the Agreed Certain Funds Period (save in respect of a Revolving Facility Lender or relevant Additional Facility Lender (as the case may be) in circumstances where, pursuant to paragraph (a) (other than paragraph (a)(ii)(A)) above, that Revolving Facility Lender or Additional Facility Lender (as the case may be) is not obliged to comply with Clause 5.5 (Lenders’ participation) none of the Revolving Facility Lenders or relevant Additional Facility Lenders (as the case may be) shall be entitled in respect of an Agreed Certain Funds Utilisation (and the corresponding Commitments to which it relates) to:

(i) cancel any of its Revolving Facility Commitments or Additional Facility Commitments (as the case may be) to the extent to do so would prevent or limit the making of an Agreed Certain Funds Utilisation;

(ii) rescind, terminate or cancel the applicable Revolving Facility or Additional Facility or exercise any similar right or remedy to the extent to do so would prevent or limit the making of an Agreed Certain Funds Utilisation;

(iii) refuse to participate in the making of an Agreed Certain Funds Utilisation where pursuant to paragraph (a)(ii)(A) above that Lender is not obliged to comply with Clause 5.5 (Lenders’ participation);

(iv) exercise any right of set-off or counterclaim in respect of an Agreed Certain Funds Utilisation to the extent to do so would prevent or limit the making of an Agreed Certain Funds Utilisation;

(v) cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document in respect of a Facility to which the provisions of this Clause apply to the extent to do so would prevent or limit the making of an Agreed Certain Funds Utilisation; or

(vi) take any other action or make or enforce any claim (in its capacity as a Lender) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the making of an Agreed Certain Funds Utilisation,

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provided that:

(A) immediately upon the expiry of the relevant Agreed Certain Funds Period all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the applicable Agreed Certain Funds Period; and

(B) this Clause 4.6 shall be without prejudice to, and shall not prevent or limit the exercise of, any rights of any of the Finance Parties in respect of any other Facility, Loan, Utilisation or Commitment.

5. Utilisation – Loans

5.1 Delivery of a Utilisation Request

A Borrower (or the Company on its behalf) may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2 Completion of a Utilisation Request for Loans

(a) Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

(i) it identifies the Facility to be utilised;

(ii) it identifies the relevant Borrower;

(iii) the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(iv) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(v) the proposed Interest Period complies with Clause 15 (Interest Periods).

(b) Multiple Utilisations may be requested in a Utilisation Request where the proposed Utilisation Date is the Closing Date or any Refinancing Date. Only one Utilisation may be requested in each other Utilisation Request.

5.3 Currency and amount

(a) The currency specified in a Utilisation Request must be:

(i) in relation to the Original Revolving Facility, the Base Currency or an Optional Currency;

(ii) in relation to Facility B, the Base Currency;

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(iii) in relation to an Additional Facility, as agreed by the relevant Additional Facility Lenders and specified in the applicable Additional Facility Notice; and

(iv) in relation to a Replacement Facility, in the Base Currency or an Optional Currency or other currencies specified in the Refinancing Amendment.

(b) The amount of a proposed Utilisation of Facility B must be in a minimum amount of €1,000,000 or, if less, the Available Facility and in any event such that its Base Currency Amount is less than or equal to the Available Facility.

(c) The amount of a proposed Original Revolving Facility Utilisation must be in a minimum amount of €500,000 for Original Revolving Facility Utilisations in EUR (and for Original Revolving Facility Utilisations in any Optional Currency, the equivalent of €500,000) or, if less, the Available Facility.

5.4 Prefunding

(a) Each Lender hereby undertakes, at the request of the Company (such request to be made on or before the date of the relevant Utilisation Request), to prefund such Lender’s participation in any Loan to be made on the Closing Date as requested by the Company, to a bank account opened in the books of the Agent (or an Affiliate of the Agent) and notified by the Agent to each Lender (the Agent Account).

(b) If the Company exercises its option to require the Lenders to prefund in respect of a Utilisation, the Specified Time applicable to that Utilisation shall be increased by one Business Day.

(c) Each Lender will send to the Agent, on or before the Business Day before the proposed Utilisation Date (the Proposed Utilisation Date), for same day value, a proportion of the aggregate Loan requested, to the Agent Account (the Prefunded Amounts), which shall be the proportion which such Lender’s Commitments bear (in respect of the relevant Facility) to the aggregate Commitments of the Lenders (in respect of the relevant Facility).

(d) As soon as practicable following receipt of the Prefunded Amounts, the Agent will confirm in writing to the Lenders and the Company that it has received from each Lender their respective Prefunded Amounts. If the Agent has not received the Prefunded Amounts by 1.00 p.m. CET on the Business Day before the proposed Utilisation Date (the Prefunding Date), the Agent shall notify the Lenders and the Company of the outstanding amount and identity of the Lender(s) from whom the Prefunded Amounts have not been received.

(e) Funding of the Prefunded Amounts by the Agent to the Facility B Borrowers shall only occur on the Utilisation Date specified in the Utilisation Request and when the conditions set out in Clause 4 (Conditions of Utilisation) are satisfied and until such time and unless the Closing Date has occurred no fees shall be payable in respect of any Prefunded Amount.

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(f) If any of the conditions set out in Clause 4 (Conditions of Utilisation) are not satisfied and no related waiver has been granted in respect thereof by 5:00 p.m. CET on the Proposed Utilisation Date, the Agent undertakes to repay to each Lender its Prefunded Amount to the bank account as notified by each Lender to the Agent as soon as possible and in any event by no later than 1:00 p.m. CET on the next Business Day after the Proposed Utilisation Date (and accordingly shall provide a SWIFT confirmation to each Lender as soon as possible). In such circumstances, no fees, interest, costs or expenses shall be due or payable by the Company or any other Obligor under or in connection with the Finance Documents.

5.5 Lenders’ participation

(a) Subject to Clause 5.4 (Prefunding), if the conditions set out in this Agreement have been met, and subject to Clause 10.3 (Repayment of Replacement Facility Loans), each Lender shall make its participation in each Loan available on the Utilisation Date through its Facility Office.

(b) The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility in each case in relation to the relevant Facility immediately prior to making the Loan.

(c) The Agent shall determine the Base Currency Amount of each Revolving Facility Loan which is to be made in an Optional Currency and notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in cash by the Specified Time.

5.6 Limitations on Utilisations

(a) Facility B may be utilised on the Closing Date.

(b) The Original Revolving Facility may only be utilised on the Closing Date in or towards:

(i) financing or refinancing fees (including OID), costs and expenses incurred or payable in connection with the Facilities, the Offer, the Acquisition, the Transaction Documents and/or the refinancing of the Target Group’s debt; or

(ii) refinancing, replacing and/or backstopping revolving, working capital, operational or ancillary indebtedness of the Target Group or guarantees or letters of credit issued for or on behalf of the Target Group (including back-stopping or providing cash-cover in respect of any letters of credit, guarantees or ancillary, revolving, working capital or local facilities or arrangements outstanding on the Closing Date (including the “grandfathering” of such existing letters of credit)).

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(c) An Additional Facility may not be utilised unless the Closing Date has occurred and Facility B has been utilised (but, for the avoidance of doubt, an Additional Facility may be utilised contemporaneously with Facility B).

5.7 Cancellation of Commitment

(a) The Facility B Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility B.

(b) The Original Revolving Facility Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for the Original Revolving Facility or, if the Closing Date has not occurred prior to the end of the Availability Period in respect of Facility B, at the end of the Availability Period in respect of Facility B (or, if earlier, on the date the Facility B Commitments are reduced to zero).

(c) The Additional Facility Commitments which are unutilised at the end of the Availability Period for those Additional Facility Commitments shall be immediately cancelled at the end of the Availability Period for those Additional Facility Commitments.

5.8 Debt Push Down

(a) At the election of the Company:

(i) the Borrower in respect of all or any part of the Loans under Facility B borrowed by the Company may be changed from the Company to a Subsidiary of the Company incorporated or organised in a jurisdiction in the United Kingdom, Sweden, Finland, the Netherlands, France or Germany (or any other jurisdiction approved by the Facility B Lenders) and identified in a Debt Push Down Notice (a New Borrower) as described in and substantially in accordance with the Supplemental Tax Structure Memorandum; and

(ii) the Borrower in respect of all or any part of the Loans under Facility B borrowed by Canada Bidco may be changed from Canada Bidco to the Company,

in each case, in accordance with this Clause 5.8 (each a Debt Push Down).

(b) The Company may at any time deliver to the Agent a duly completed Debt Push Down Notice provided that, on or before the date of the Debt Push Down Notice, the relevant New Borrower has (if not already a Borrower) acceded as an Additional Borrower pursuant to Clause 31.2 (Additional Borrowers). For the avoidance of doubt, the Company may deliver more than one Debt Push Down Notice.

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(c) Each Debt Push Down (other than a Debt Push Down to which the Company or the relevant New Borrower have specified that paragraph (d) below shall apply) shall take effect on a cashless basis by way of the novation of borrowing obligations in respect of the Loans (or part thereof) under Facility B specified in the relevant Debt Push Down Notice (the Debt Push Down Loans) on the “Effective Date” specified in such Debt Push Down Notice and (other than in respect of a Debt Push Down described in paragraph (a)(ii) above) in accordance with the Supplemental Tax Structure Memorandum. Accordingly (and without the requirement for any consent, sanction, authority or further confirmation from or by any Finance Party), upon the “Effective Date” specified in such Debt Push Down Notice, the following steps shall automatically occur simultaneously:

(i) the Company or Canada Bidco (as applicable) shall be released from all of its obligations and liabilities under the Finance Documents as a Borrower of such Debt Push Down Loans (the Discharged Debt Push Down Obligations);

(ii) the New Borrower or the Company (as applicable) shall become the Borrower in respect of such Debt Push Down Loans and accordingly the New Borrower or the Company (as applicable) shall assume obligations towards the Finance Parties as Borrower in respect of such Debt Push Down Loans which differ from such Discharged Debt Push Down Obligations only insofar as the New Borrower or the Company (as applicable) has assumed and/or acquired the same in place of the Company or Canada Bidco (as applicable);

(iii) the Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Borrower or the Company (as applicable) been the Borrower of such Debt Push Down Loans on the Closing Date; and

(iv) notwithstanding Clause 15 (Interest Periods), if the “Effective Date” specified in the relevant Debt Push Down Notice is not the last day of the Interest Period applicable to the relevant Debt Push Down Loans, the Interest Period applicable to the relevant Debt Push Down Loans shall continue after such ‘Effective Date’, with accrued interest in respect of the relevant Debt Push Down Loans being due and payable by the relevant New Borrower or the Company (as applicable) on the last day of the relevant Interest Period (and, for the avoidance of doubt, no Break Costs shall be due or payable in connection with any such Debt Push Down).

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(d) Each Debt Push Down in respect of which the Company or the relevant New Borrower has specified that this paragraph (d) shall apply (but excluding any Debt Push Down to a New Borrower incorporated in France) shall take effect on a cashless basis in accordance with the Supplemental Tax Structure Memorandum. Accordingly (and without the requirement for any consent, sanction, authority or further confirmation from or by any Finance Party), upon the “Effective Date” specified in the relevant Debt Push Down Notice, the following steps shall automatically occur:

(i) notwithstanding Clause 11.4 (Voluntary prepayment of Term Loans), the Company shall be deemed to prepay the relevant Debt Push Down Loans on the “Effective Date” and accordingly the Company shall be released from all of its obligations and liabilities under the Finance Documents as a Borrower of such Discharged Debt Push Down Obligations;

(ii) notwithstanding Clauses 4 (Conditions of Utilisation) and 5 (Utilisation – Loans), the New Borrower shall be deemed to utilise Facility B in an amount equal to the relevant Debt Push Down Loans and accordingly the Borrower shall assume obligations towards the Finance Parties as Borrower in respect of such Debt Push Down Loans;

(iii) the Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Borrower been the Borrower of such Debt Push Down Loans on the Closing Date; and

(iv) notwithstanding Clauses 14 (Interest) and 15 (Interest Periods), if the “Effective Date” specified in the relevant Debt Push Down Notice is not the last day of the Interest Period applicable to the relevant Debt Push Down Loans:

(A) the Company shall pay to the Agent (for the account of the relevant Lenders) the interest accrued on the relevant Debt Push Down Loans for the period until the “Effective Date” specified in the relevant Debt Push Down Notice (and, for the avoidance of doubt, no Break Costs shall be due or payable in connection with any such Debt Push Down); and

(B) a new Interest Period shall be deemed to commence on such ‘Effective Date’ (with: (i) the last day of such new Interest Period being the date that would have been the last day of the Interest Period applicable to the Debt Push Down Loans if the Debt Push Down had not occurred; and (ii) the EURIBOR rate applicable to the relevant Debt Push Down Loans for such Interest Period shall be equal to the EURIBOR rate that applied to the Debt Push Down Loans immediately prior to such “Effective Date”).

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(e) Subject to the Legal Reservations, each Obligor agrees and confirms that:

(i) the Debt Push Down Loans shall continue to form part of the “Indebtedness” or “Secured Obligations” or “Secured Liabilities” (or equivalent definition) in the Transaction Security Documents to which that Obligor is a party; and

(ii) to the extent permitted by applicable law, the security granted by it pursuant to the Transaction Security Documents will continue to secure, without limitation, all of the obligations of the Obligors under the Finance Documents including in respect of the Debt Push Down Loans.

(f) Subject to the Legal Reservations, each Guarantor agrees and confirms that:

(i) the guarantees and indemnities contained in Clause 23 (Guarantees and Indemnity) shall continue in full force and effect in respect of the obligations of the Obligors under the Finance Documents notwithstanding each Debt Push Down; and

(ii) the guarantees and indemnities contained in Clause 23 (Guarantees and Indemnity) shall apply and extend to all of the obligations of the Obligors under the Finance Documents including in respect of any Debt Push Down Loans.

(g) The confirmations given in paragraphs (e) and (f) above are given subject to any limitations on such security or guarantees and indemnities as recorded in the relevant Finance Document including, but not limited to, the Transaction Security Documents, in Clauses to 23.11 (Guarantee Limitations: General) to 23.19 (Additional Guarantee Limitations) inclusive or any Accession Deed by which the relevant Obligor became a Borrower and/or a Guarantor.

(h) For the avoidance of doubt a Debt Push Down pursuant to this Clause 5.8 will not require the consent of any Finance Party. The Finance Parties shall be required to enter into any amendment to the Finance Documents or any new or further documents required by the Company in order to facilitate or reflect any of the matters contemplated by this Clause 5.8 (including, for the avoidance of doubt, where legally required, the reaffirmation or taking of or the release and immediate retaking of Transaction Security over substantially the same or equivalent assets (and/or the execution of new Transaction Security Documents for the purpose of creating lower ranking security over assets already the subject of Transaction Security) provided that there shall be no requirement under this paragraph to release Transaction Security in respect of the shares in the Company or any receivables owing by the Company to the Parent). The Agent and the Security Agent are each irrevocably authorised and instructed by each Finance Party (without any consent, sanction, authority or further confirmation from them) to execute any such amended or replacement Finance Documents (and shall do so on the request of and at the cost of the Company).

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6. Utilisation – Letters of Credit

6.1 A Revolving Facility

(a) Without prejudice to Clause 5 (Utilisation – Loans), a Revolving Facility may also be utilised by a Revolving Facility Borrower by way of Letters of Credit.

(b) Other than Clauses 5.6 (Limitations on Utilisations) and 5.7 (Cancellation of Commitment), Clause 5 (Utilisation – Loans) does not apply to utilisations by way of Letters of Credit.

6.2 Delivery of a Utilisation Request for Letters of Credit

A Revolving Facility Borrower (or the Company on its behalf) may request a Letter of Credit to be issued by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

6.3 Completion of a Utilisation Request for Letters of Credit

Each Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:

(a) it specifies that it is for a Letter of Credit;

(b) it identifies the Borrower of the Letter of Credit;

(c) it identifies the relevant Issuing Bank which has agreed to issue the Letter of Credit;

(d) the proposed Utilisation Date is a Business Day within the Availability Period applicable to the relevant Revolving Facility;

(e) the currency and amount of the Letter of Credit comply with Clause 6.4 (Currency and amount);

(f) the form of Letter of Credit is attached;

(g) the Expiry Date of the Letter of Credit falls on or before the Termination Date in relation to the relevant Revolving Facility (unless cash cover is provided in respect of such Letter of Credit prior to the Termination Date or unless the applicable Revolving Facility Borrower agrees Clause 6.11 (Effect of Termination Date) shall apply);

(h) the delivery instructions for the Letter of Credit are specified; and

(i) subject to paragraph (c) of Clause 6.5 (Issue of Letters of Credit), the Issuing Bank is not precluded from issuing a Letter of Credit by law or regulation or its internal policies to the beneficiary of the Letter of Credit.

6.4 Currency and amount

(a) The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.

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(b) The amount of the proposed Letter of Credit must be in a minimum amount of €500,000 for utilisations in EUR (and for Letters of Credit in any Optional Currency, the equivalent of €500,000) or, if less, the Available Facility.

6.5 Issue of Letters of Credit

(a) If the conditions set out in this Agreement have been met, the Issuing Bank shall issue the Letter of Credit on the Utilisation Date.

(b) Subject to Clause 4.1 (Initial conditions precedent) the Issuing Bank will only be obliged to comply with paragraph (a) above in relation to a Letter of Credit other than one to which paragraph (c) below applies, if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date:

(i) in the case of a Letter of Credit to be renewed in accordance with paragraphs (a) or (b) of Clause 6.6 (Renewal of a Letter of Credit), no notice has been delivered by the Agent in accordance with paragraphs (a)(i) or (a)(ii) or (to the extent the relevant Letter of Credit would be issued under the Original Revolving Facility or a Springing Covenant Revolving Facility) no notice has been delivered by the Agent in respect of that Revolving Facility in accordance with paragraphs (b)(i) or (b)(ii) of Clause 28.15 (Acceleration);

(ii) in the case of any other Utilisation other than one to which paragraph (c) applies,

(A) no Default is continuing or would result from the proposed Utilisation; and

(B) in relation to such Utilisation on the Closing Date, all the representations and warranties in Clause 24 (Representations and Warranties) which are made or deemed to be made or repeated on such date are true in all material respects (or, to the extent a materiality test applies, all respects), and in relation to any other Utilisation, the Repeating Representations to be made are true in all material respects (or, to the extent a materiality test applies, all respects).

(c) Subject to Clause 4.1 (Initial conditions precedent) and notwithstanding the conditions of paragraph (b) above:

(i) during the Certain Funds Period, the Issuing Bank will only be obliged to comply with paragraph (a) above in relation to a Letter of Credit which is a Certain Funds Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date:

(A) the Agent has made the notification contemplated by Clause 4.1 (Initial Conditions Precedent);

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(B) no Change of Control has occurred;

(C) it is not unlawful in any applicable jurisdiction for the Issuing Bank to perform any of its obligations or it issue or maintain the Letter of Credit; and

(D) no Major Default is continuing or would result from the proposed Certain Funds Utilisation; and

(ii) during any Agreed Certain Funds Period, the Issuing Bank will only be obliged to comply with paragraph (a) above in relation to a Letter of Credit which is an Agreed Certain Funds Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date:

(A) the Agent has made the notification contemplated by Clause 4.1 (Initial conditions precedent) and the Closing Date has occurred;

(B) no Change of Control has occurred;

(C) it is not unlawful in any applicable jurisdiction for the Issuing Bank to perform any of its obligations or to issue or maintain the Letter of Credit;

(D) no Major Default is continuing or would result from the proposed Agreed Certain Funds Utilisation; and

(E) solely in relation to an Agreed Certain Funds Utilisation under an Ancillary Facility, a Fronted Ancillary Facility, a Revolving Facility or a Replacement Facility, the additional conditions or events (if any) specified in the relevant Additional Facility Notice, Refinancing Amendment or other notice in relation to that Agreed Certain Funds Period and Agreed Certain Funds Utilisation are complied with or satisfied.

(d) During the Certain Funds Period (save in circumstances where, pursuant to paragraph (c)(i) above, the Issuing Bank is not obliged to comply with paragraph (a) above), the Issuing Bank shall not be entitled to:

(i) rescind, terminate or cancel this Agreement or the relevant Revolving Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the issuing of a Letter of Credit which is a Certain Funds Utilisation;

(ii) refuse to issue a Letter of Credit which is a Certain Funds Utilisation;

(iii) exercise any right of set off or counterclaim in respect of Letter of Credit to the extent to do so would prevent or limit the issuing of a Letter of Credit which is a Certain Funds Utilisation; or

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(iv) cancel, accelerate, cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document or exercise any enforcement rights under any Transaction Security Document to the extent to do so would prevent or limit the issuing of a Letter of Credit which is a Certain Funds Utilisation;

(v) take any other action or make or enforce any claim (in its capacity as Issuing Bank) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the Issuing of a Letter of Credit which is a Certain Funds Utilisation,

provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Issuing Bank notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

(e) During any Agreed Certain Funds Period (save in circumstances where, pursuant to paragraph (c)(ii) above, the Issuing Bank is not obliged to comply with paragraph (a) above), the Issuing Bank shall not be entitled to in respect of an Agreed Certain Funds Utilisation (and the corresponding commitments to which it relates):

(i) rescind, terminate or cancel the relevant Revolving Facility or relevant Additional Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the issuing of a Letter of Credit which is an Agreed Certain Funds Utilisation;

(ii) refuse to issue a Letter of Credit which is an Agreed Certain Funds Utilisation;

(iii) exercise any right of set off or counterclaim in respect of Letter of Credit to the extent to do so would prevent or limit the issuing of a Letter of Credit which is an Agreed Certain Funds Utilisation;

(iv) cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document in respect of a Facility to which the provisions of this Clause apply to the extent to do so would prevent or limit the making of an Agreed Certain Funds Utilisation; or

(v) take any other action or make or enforce any claim (in its capacity as a Lender) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the making of an Agreed Certain Funds Utilisation,

provided that:

(A) immediately upon the expiry of the relevant Agreed Certain Funds Period all such rights, remedies and entitlements shall be available to the Issuing Bank notwithstanding that they may not have been used or been available for use during the relevant Agreed Certain Funds Period; and

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(B) this Clause 6.5 shall be without prejudice to, and shall not prevent or limit the exercise of, any rights of any of the Finance Parties in respect of any other Facility, Loan, Utilisation or Commitment.

(f) The amount of each Lender’s participation in each Letter of Credit will be equal to its L/C Proportion.

(g) The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time.

6.6 Renewal of a Letter of Credit

(a) A Borrower (or the Company on its behalf) may request that any Letter of Credit issued on behalf of that Borrower be renewed by delivery to the Agent of a Renewal Request in substantially similar form to a Utilisation Request for a Letter of Credit by the Specified Time.

(b) The Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request for a Letter of Credit except that the conditions set out in paragraph (f) of Clause 6.3 (Completion of a Utilisation Request for Letters of Credit) shall not apply.

(c) The terms of each renewed Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:

(i) its amount may be less than the amount of the Letter of Credit immediately prior to its renewal; and

(ii) its Term shall start on the date which was the Expiry Date of the Letter of Credit immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal Request.

(d) If the conditions set out in this Agreement have been met, the Issuing Bank shall amend and re-issue any Letter of Credit pursuant to a Renewal Request.

6.7 Reduction of a Letter of Credit

(a) If, on the proposed Utilisation Date of a Letter of Credit any of the Lenders under a Revolving Facility is a Non-Acceptable L/C Lender and:

(i) that Lender has failed to provide cash collateral to the Issuing Bank in accordance with Clause 7.4 (Cash collateral by Non Acceptable L/C Lender) following such request by the Issuing Bank; and

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(ii) either (A) the Issuing Bank has required the relevant Borrower to provide cash cover pursuant to Clause 7.5 (Cash cover by Borrower) or (B) the relevant Borrower has failed to provide cash cover to the Issuing Bank in accordance with Clause 7.5 (Cash cover by Borrower),

then, the Issuing Bank may refuse to issue that Letter of Credit or, with the agreement of the Company, shall reduce the amount of that Letter of Credit by an amount equal to the amount of the participation of that Non-Acceptable L/C Lender in respect of that Letter of Credit and that Non-Acceptable L/C Lender shall be deemed not to have any participation (or obligation to indemnify the Issuing Bank) in respect of that Letter of Credit for the purposes of the Finance Documents.

(b) The Issuing Bank shall notify the Agent and the Company of each reduction made pursuant to this Clause 6.7.

(b) This Clause 6.7 shall not affect the participation of each other Lender in that Letter of Credit.

6.8 Revaluation of Letters of Credit

(a) If any Letter of Credit is denominated in an Optional Currency, the Agent shall on the last day of each Financial Year recalculate the Base Currency Amount of each Letter of Credit by notionally converting into the Base Currency the outstanding amount of that Letter of Credit on the basis of the Agent’s Spot Rate of Exchange on the date of calculation.

(b) A Revolving Facility Borrower (or the Company on its behalf) shall, if so requested by the Agent or the Issuing Bank, within 5 (five) Business Days of any calculation under paragraph (a) above, ensure that within 3 (three) Business Days sufficient Letters of Credit are prepaid, or Loans prepaid, to prevent the Base Currency Amount of all Utilisations of the relevant Revolving Facility from exceeding the relevant Revolving Facility Commitments (after deducting the total Ancillary Commitments, Fronting Ancillary Commitments and Fronted Ancillary Commitments) by more than 5% following any adjustment to a Base Currency Amount under paragraph (a) above.

6.9 Reduction or expiry of Letter of Credit

If the amount of any Letter of Credit is wholly or partially reduced or it is repaid or prepaid or it expires prior to its Expiry Date, the relevant Issuing Bank and the Borrower that requested (or on behalf of which the Company requested) the issue of that Letter of Credit shall promptly notify the Agent of the details upon becoming aware of them.

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6.10 Appointment of additional Issuing Banks

Any Lender which has agreed to the Company’s request to be an Issuing Bank pursuant to the terms of this Agreement shall become an Issuing Bank for the purposes of this Agreement upon notifying the Agent and the Company that it has so agreed to be an Issuing Bank and acceding to this Agreement and the Intercreditor Agreement as an Issuing Bank and on making that notification that Lender shall become bound by the terms of this Agreement as an Issuing Bank.

6.11 Effect of Termination Date

Each Letter of Credit shall be repaid by the Borrower of that Letter of Credit (or the Company on its behalf) on the Termination Date applicable to the relevant Revolving Facility, (or such earlier date in accordance with this Agreement) provided that if any Letter of Credit has an Expiry Date ending on or after the Termination Date applicable to the applicable Revolving Facility, without prejudice to the repayment obligation in Clause 6.8 (Revaluation of Letters of Credit), on such Termination Date each such Letter of Credit shall be repaid unless, in the case of a Letter of Credit with an Expiry Date falling after such Termination Date:

(a) the relevant Issuing Bank agrees that such Letter of Credit shall continue as between that Issuing Bank, and the relevant member of the Group on a bilateral basis and not as part of or under the Finance Documents; and

(b) save for any rights and obligations against any other Finance Party under the Finance Documents arising prior to such Termination Date applicable to the relevant Revolving Facility, no rights and obligations in respect of the Letter of Credit shall, as between the Finance Parties, continue, any cash cover or other collateral provided by any Lender in relation to such Letter of Credit shall be released on the Termination Date, and the Transaction Security shall not (following release thereof by the Security Agent) support any such Letter of Credit in respect of any claims that arise after such Termination Date and, in such circumstances, from the Termination Date paragraph (b) of Clause 7.3 (Indemnities) and Clause 7.4 (Cash collateral by Non Acceptable L/C Lender) shall not apply to any such Letter of Credit or to any claim made or purported to be made under a Letter of Credit made after the Termination Date applicable to the relevant Revolving Facility.

7. Letters of Credit

7.1 Immediately payable

If a Letter of Credit or any amount outstanding under a Letter of Credit is expressed to be immediately payable, the Borrower that requested (or on behalf of which the Company requested) the issue of that Letter of Credit shall repay or prepay that amount immediately.

7.2 Claims under a Letter of Credit

(a) Each Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim made or purported to be made under a Letter of Credit requested by it (or requested by the Company on its behalf) and which claim appears on its face to comply with the terms of that Letter of Credit and to be in order (in this Clause 7.2, a claim).

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(b) Each Borrower shall within 5 (five) Business Days of demand pay to the Issuing Bank an amount equal to the amount of any claim or, provided that no Declared Default has occurred and no cash collateral has been provided in respect of that claim, may elect by notice from the relevant Borrower (or the Company on its behalf) to the Agent to have that claim deemed to have been converted into a Loan under the relevant Revolving Facility notwithstanding any other condition herein. The Utilisation Date of such Loan shall be the date of such notice and the currency and the amount of such Loan shall be the same as the amount of that claim, with an Interest Period of one Month, unless otherwise notified by the relevant Borrower (or the Obligors’ Agent on its behalf).

(c) Each Borrower acknowledges that the Issuing Bank:

(i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim (including any solvency investigation); and

(ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

(d) The obligations of a Borrower under this Clause 7 will not be affected by:

(i) the sufficiency, accuracy or genuineness of any claim or any other document; or

(ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

7.3 Indemnities

(a) Each Borrower shall within 5 (five) Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.

(b) Each Lender under the relevant Revolving Facility shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by the Company or an Obligor pursuant to a Finance Document).

(c) If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.

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(d) The Borrower which requested (or on behalf of which the Company requested) a Letter of Credit shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in respect of that Letter of Credit.

(e) The obligations of each Lender or Borrower under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.

(f) The obligations of any Lender or Borrower under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (without limitation and whether or not known to it or any other person) including:

(i) any time, waiver or consent granted to, or composition with, the Company, any Obligor, any beneficiary under a Letter of Credit or any other person;

(ii) the release of the Company or any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;

(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Company or any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument (other than the relevant Letter of Credit) or any failure to realise the full value of any security;

(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Company or an Obligor, any beneficiary under a Letter of Credit or any other person;

(v) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;

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(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or

(vii) any insolvency or similar proceedings.

7.4 Cash collateral by Non-Acceptable L/C Lender

(a) If, at any time, a Lender under a Revolving Facility is a Non-Acceptable L/C Lender, the Issuing Bank may, by notice to that Lender, request that Lender to pay and that Lender shall pay, on or prior to the date falling 5 (five) Business Days after the request by the Issuing Bank, an amount equal to that Lender’s L/C Proportion of the outstanding amount of a Letter of Credit and in the currency of that Letter of Credit to an interest-bearing account held in the name of that Lender with the Issuing Bank.

(b) The Non-Acceptable L/C Lender to whom a request has been made in accordance with paragraph (a) above shall enter into a security document or other form of collateral arrangement over the account, in form and substance satisfactory to the Issuing Bank but consistent with the principles in paragraph (iii) of the interpretation of “cash cover”, as collateral for any amounts due and payable under the Finance Documents by that Lender to the Issuing Bank in respect of that Letter of Credit.

(c) Subject to paragraph (f) below, until no amount is or may be outstanding under that Letter of Credit, withdrawals from the account may only be made to pay to the Issuing Bank amounts due and payable to the Issuing Bank by the Non-Acceptable L/C Lender under the Finance Documents in respect of that Letter of Credit or as contemplated by Clause 6.11 (Effect of Termination Date).

(d) Each Lender under a Revolving Facility shall notify the Agent:

(i) other than in the case of an Original Lender, on any date on which such Lender becomes such a Lender in accordance with Clause 2.3 (Increase) or Clause 29 (Changes to the Lenders) whether it is a Non-Acceptable L/C Lender within paragraph (a) of the definition thereof; and

(ii) as soon as practicable upon becoming aware of the same, that it has become a Non-Acceptable L/C Lender,

and as indicated in Part II of Schedule 1 (The Original Parties), in a Transfer Certificate, in an Assignment Agreement or in an Increase Confirmation to that effect will constitute a notice under paragraph (d)(i) above to the Agent.

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(e) Any notice received by the Agent pursuant to paragraph (d) above shall constitute notice to the Issuing Bank of that Lender’s status and the Agent shall, upon receiving each such notice, promptly notify the Issuing Bank of that Lender’s status as specified in that notice.

(f) If a Lender who has provided cash collateral in accordance with this Clause 7.4:

(i) ceases to be a Non-Acceptable L/C Lender; and

(ii) no amount is due and payable by that Lender in respect of a Letter of Credit,

that Lender may, at any time it is not a Non-Acceptable L/C Lender, by notice to the Issuing Bank request that an amount equal to the amount of the cash provided by it as collateral in respect of that Letter of Credit (together with any accrued interest) standing to the credit of the relevant account held with the Issuing Bank be returned to it and the Issuing Bank shall pay that amount to the Lender within 5 (five) Business Days after the request from the Lender (and shall cooperate with the Lender in order to procure that the relevant security or collateral arrangement is released and discharged).

7.5 Cash cover by Borrower

(a) If a Lender which is a Non-Acceptable L/C Lender fails to provide cash collateral (or notifies the Issuing Bank or Agent that it will not provide cash collateral) in accordance with Clause 7.4 (Cash collateral by Non Acceptable L/C Lender) and the Issuing Bank notifies the Obligors’ Agent of such event (with a copy to the Agent), the Borrower of the relevant Letter of Credit or proposed Letter of Credit may (in the case of a Letter of Credit not yet issued) elect to or (in the case of a Letter of Credit that has already been issued) shall provide cash cover to an account with the Issuing Bank in an amount equal to that Lender’s L/C Proportion of the outstanding amount of that Letter of Credit and in the currency of that Letter of Credit and that Borrower shall do so within 3 (three) Business Days after (as the case may be) such election or the notice is given.

(b) Notwithstanding paragraph (e) of Clause 1.2 (Construction), the Issuing Bank may agree to the withdrawal of amounts up to the level of that cash cover from the account if:

(i) it is satisfied that the relevant Lender is no longer a Non-Acceptable L/C Lender; or

(ii) the relevant Lender’s obligations in respect of the relevant Letter of Credit are transferred to a New Lender in accordance with the terms of this Agreement; or

(iii) an Increase Lender has agreed to undertake the obligations in respect of the relevant Lender’s L/C Proportion of the Letter of Credit.

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(c) To the extent that a Borrower has provided cash cover in accordance with this Clause 7.5, the relevant Lender’s L/C Proportion in respect of that Letter of Credit will remain (but that Lender’s obligations in relation to that Letter of Credit may be satisfied in accordance with paragraph (e)(ii) of Clause 1.2 (Construction)). However, the relevant Borrower’s obligation to pay any Letter of Credit fee in relation to the relevant Letter of Credit to the Agent (for the account of that Lender) in accordance with paragraph (b) of Clause 17.6 (Fees payable in respect of Letters of Credit) will be reduced proportionately as from the date on which it complies with that obligation to provide cash cover (and for so long as the relevant amount of cash cover continues to stand as collateral).

(d) The relevant Issuing Bank shall promptly notify the Agent of the extent to which a Borrower provides cash cover pursuant to this Clause 7.5 and of any change in the amount of cash cover so provided.

7.6 Rights of contribution

No Obligor or the Company will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 7 (Letters of Credit).

7.7 Lender as Issuing Bank

A Lender which is also an Issuing Bank shall be treated as a separate entity in those capacities and capable, as a Lender, of contracting with itself as an Issuing Bank.

7.8 Existing Letters of Credit

Notwithstanding any provision of this Agreement to the contrary, a Borrower (or the Company on its behalf) may by notice in writing to the Agent prior to the Closing Date in relation to an Existing Target Letter of Credit (including in each case in any Utilisation Request) request that any Existing Target Letter of Credit issued by the Issuing Bank be deemed a Letter of Credit issued and established under a Revolving Facility and with effect from the date specified in such notice (being a date falling within the Availability Period of the relevant Revolving Facility) that any such Existing Letter of Credit shall be a Letter of Credit for all purposes under this Agreement, subject to the Agent having received notification in writing from the Issuing Bank that it agrees to the Existing Letter of Credit being a Letter of Credit for all purposes under this Agreement.

8. Optional Currencies

8.1 Selection of currency

A Borrower (or the Company on its behalf) shall select the currency of a Revolving Facility Utilisation or an Additional Facility Loan in a Utilisation Request.

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8.2 Unavailability of a currency

If before the Specified Time on any Quotation Day:

(a) a Lender notifies the Agent that an Optional Currency requested under paragraph (a) of Clause 4.3 (Conditions relating to Optional Currencies) is not readily available to it in the amount required; or

(b) a Lender notifies the Agent that compliance with its obligation to participate in a Loan in an Optional Currency requested under paragraph (a)(iv) of Clause 4.3 (Conditions relating to Optional Currencies) would contravene a law or regulation applicable to it,

the Agent will give notice to the relevant Borrower (or the Company on its behalf) to that effect by the Specified Time on that day. In this event, any Lender that gives notice pursuant to this Clause 8.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount, or in respect of a Rollover Loan, an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a Separate Loan denominated in the Base Currency during that Interest Period.

8.3 Agent’s calculations

Each Lender’s participation in a Loan will be determined in accordance with paragraph (b) of Clause 5.5 (Lenders’ participation).

9. Ancillary Facilities

9.1 Type of Facility

An Ancillary Facility or Fronted Ancillary Facility may be by way of any of the following (or any combination of the following):

(a) an overdraft, cheque clearing, automatic payment or other current account facility;

(b) a guarantee, bonding or documentary or stand-by letter of credit facility;

(c) a short term loan facility;

(d) a derivatives facility;

(e) a foreign exchange facility; and

(f) any other facility or accommodation as may be required or desirable in connection with the business of the Group and which is agreed by the Company and the relevant Ancillary Lender or Fronting Ancillary Lender (as the case may be).

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9.2 Availability

(a) Without prejudice to Clause 9.8 (Affiliates of Lenders as Ancillary Lenders, Fronted Ancillary Lenders or Fronting Ancillary Lenders) and Clause 9.9 (Affiliates of Borrowers), if a Borrower (or the Company on its behalf) and a Lender agree and except as otherwise provided in this Agreement:

(i) the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of its unutilised Revolving Facility Commitment (an Ancillary Facility); or

(ii) the Lender (such Lender in this capacity a Fronting Ancillary Lender) may provide an Ancillary Facility (a Fronted Ancillary Facility) on a bilateral basis to that Borrower in place of all or any part of its unutilised Revolving Facility Commitment and (without any requirement for their agreement, provided that, for the avoidance of doubt, no person shall be required to become a Fronting Ancillary Lender) the unutilised Revolving Facility Commitments of other Lenders (together Fronted Ancillary Lenders),

and such Revolving Facility Commitments shall, in each case and except for the purposes of determining the Majority Lenders or any other voting class involving Lenders under the Revolving Facility and of Clause 41.5 (Replacement of Lender), be reduced by the amount of the Ancillary Commitment or Fronting Ancillary Commitment and Fronted Ancillary Commitments under that Ancillary Facility or Fronted Ancillary Facility (as the case may be).

(b) Except for the Approved Existing Ancillary Facilities, which shall each be made available on and from the Closing Date as Ancillary Facilities or Fronted Ancillary Facilities without any further notice or delivery of information (but will otherwise be subject to the terms of this Clause 9 (Ancillary Facilities)), an Ancillary Facility or Fronted Ancillary Facility (as the case may be) shall not be made available unless at least 3 (three) Business Days prior to the Ancillary Commencement Date for that Ancillary Facility or Fronted Ancillary Facility (as the case may be), the Agent has received from the Company notice in writing of the establishment of that Ancillary Facility or Fronted Ancillary Facility (as the case may be) and specifying:

(i) the Revolving Facility Borrower(s) (or, subject to Clause 9.9 (Affiliates of Borrowers), Affiliate(s) of a Revolving Facility Borrower) which may use that Ancillary Facility or Fronted Ancillary Facility (as the case may be);

(ii) the Ancillary Commencement Date and expiry date of that Ancillary Facility or Fronted Ancillary Facility (as the case may be);

(iii) the type or types of Ancillary Facility or Fronted Ancillary Facility (as the case may be) to be provided;

(iv) the Ancillary Lender or the Fronting Ancillary Lender and Fronted Ancillary Lenders (as the case may be) and any Affiliate of a Lender which will become an Ancillary Lender, Fronting Ancillary Lender or Fronted Ancillary Lender under and in accordance with Clause 9.8 (Affiliates of Lenders as Ancillary Lenders, Fronted Ancillary Lenders or Fronting Ancillary Lenders);

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(v) the amount of the Ancillary Commitment or Fronted Ancillary Commitments and Fronting Ancillary Commitment (as the case may be), the maximum amount of the Ancillary Facility or the Fronted Ancillary Facility (as the case may be) and, if the Ancillary Facility or the Fronted Ancillary Facility (as the case may be) is an overdraft facility comprising more than one account its maximum gross amount (that amount being the Designated Gross Amount) and its maximum net amount (that amount being the Designated Net Amount); and

(vi) the currency or currencies of that Ancillary Facility or the Fronted Ancillary Facility (as the case may be) (if not denominated in the Base Currency),

without prejudice to the rights of the Agent to so request, any other information which the Agent may reasonably request in relation to that Ancillary Facility or the Fronted Ancillary Facility (as the case may be).

(c) The Agent shall promptly notify each Lender under the relevant Revolving Facility of the establishment of an Ancillary Facility or the Fronted Ancillary Facility (as the case may be).

(d) No amendment or waiver of any term of an Ancillary Facility or the Fronted Ancillary Facility (as the case may be) shall require the consent of any Finance Party other than the relevant Ancillary Lender or Fronting Ancillary Lender (as the case may be) unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.

(e) Subject to compliance with paragraph (b) above;

(i) the Lender concerned will become an Ancillary Lender or Fronting Ancillary Lender (as the case may be), and in the case of a Fronted Ancillary Facility only, the relevant Lender under the Revolving Facility will become a Fronted Ancillary Lender; and

(ii) the Ancillary Facility or the Fronted Ancillary Facility (as the case may be) will be available,

with effect from the date agreed by the Company and the Ancillary Lender.

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9.3 Terms of Ancillary Facilities and Fronted Ancillary Facilities

(a) Except as provided below and subject to this Clause 9 (Ancillary Facilities), the terms of any Ancillary Facility or Fronted Ancillary Facility (as the case may be) will be those agreed by the Ancillary Lender or the Fronting Ancillary Lender (as the case may be) and the Company or relevant Borrower.

(b) However, those terms:

(i) to the extent relating to the rate of interest, fees and other remuneration in respect of that Ancillary Facility or Fronted Ancillary Facility, must be based upon the normal market rates and terms at that (except as varied by this Agreement);

(ii) may only allow Revolving Facility Borrowers (or Affiliates of Revolving Facility Borrowers nominated pursuant to Clause 9.9 (Affiliates of Borrowers)) to use that Ancillary Facility or Fronted Ancillary Facility (as the case may be);

(iii) may not allow:

(A) the applicable Ancillary Outstandings to exceed the Ancillary Commitment or the aggregate of the relevant Fronting Ancillary Commitment and Fronted Ancillary Commitments (as the case may be); or

(B) the Lender’s (or its Affiliate’s) Ancillary Commitments, Fronting Ancillary Commitments or Fronted Ancillary Commitments (as the case may be) to exceed that Lender’s Available Commitment relating to the relevant Revolving Facility (before taking into account the effect of the Ancillary Facilities and/or Fronted Ancillary Facilities (as the case may be) on that Available Commitment),

except as a result of currency fluctuations for an excess amounting to not more than 5 per cent of the amount of the respective Ancillary Commitment or the aggregate of the relevant Fronting Ancillary Commitment and Fronted Ancillary Commitments (as the case may be) unless the excess over such 5 per cent threshold is reduced in accordance with its terms; and

(iv) must, subject to Clause 9.14 (Continuation of Ancillary Facilities and Fronted Ancillary Facilities), require that the Ancillary Commitment or Fronting Ancillary Commitments and Fronted Ancillary Commitments (as the case may be) are reduced to zero, and that all Ancillary Outstandings are repaid (or cash cover provided in respect of all the Ancillary Outstandings) not later than the Termination Date applicable to the relevant Revolving Facility.

(c) If there is any inconsistency between any term of an Ancillary Facility or Fronted Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for (i) Clause 38.3 (Day count convention) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility or Fronted Ancillary Facility; (ii) an Ancillary Facility or Fronted Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail to the extent necessary to permit the netting of balances on those accounts; and (iii) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case that term of this Agreement shall not prevail.

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(d) Interest, commission and fees on Ancillary Facilities are dealt with in Clause 17.7 (Interest, commission and fees on Ancillary Facilities and Fronted Ancillary Facilities).

9.4 Repayment of Ancillary Facility or Fronted Ancillary Facility

(a) Subject to paragraph (c) below, and to Clause 9.14 (Continuation of Ancillary Facilities and Fronted Ancillary Facilities), an Ancillary Facility or a Fronted Ancillary Facility (as the case may be) shall cease to be available on the Termination Date in relation to the relevant Revolving Facility or, for the avoidance of doubt, such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of the relevant Ancillary Agreement or Fronted Ancillary Agreement (as the case may be).

(b) Subject to paragraph (c) below, if and to the extent an Ancillary Facility or a Fronted Ancillary Facility (as the case may be) expires or is otherwise cancelled (in whole or in part) in accordance with its terms or is otherwise cancelled in accordance with this Agreement, the Ancillary Commitment or Fronting Ancillary Commitment and Fronted Ancillary Commitments of the Ancillary Lender or the Fronting Ancillary Lender and Fronted Ancillary Lenders (as the case may be) shall be reduced to zero (or by such amount that expires or has been cancelled) (and the relevant Revolving Facility Commitment of that Ancillary Lender or Fronting Ancillary Lender and the Fronted Ancillary Lenders (as the case may be) shall immediately be increased accordingly by the same amount).

(c) No Ancillary Lender, Fronting Ancillary Lender or Fronted Ancillary Lender may demand repayment or prepayment of, or cash cover for, any Ancillary Outstandings prior to the scheduled final expiry date of the relevant Ancillary Facility or Fronted Ancillary Facility (as the case may be), or otherwise take any action (without the consent of the Company) to terminate prior to its scheduled final expiry date any Ancillary Facility or Fronted Ancillary Facility (as the case may be) unless it is permitted to do so under the relevant Ancillary Documents and if it gives the Company and the relevant Borrower not less than 5 (five) Business days’ notice and (unless otherwise agreed by the relevant Borrower) unless:

(i) required to reduce the Gross Outstandings of an Ancillary Facility provided by way of a multi-account overdraft to or towards an amount equal to its Net Outstandings;

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(ii) the relevant Total Revolving Facility Commitments have been cancelled in full, or all outstanding Utilisations under the relevant Revolving Facility have become or have been declared due and payable in accordance with the terms of this Agreement or the expiry date of the Ancillary Facility or Fronted Ancillary Facility occurs;

(iii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender or Fronting Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility or Fronted Ancillary Facility (or it becomes unlawful for any Affiliate of the Ancillary Lender, Fronting Ancillary Lender or Fronted Ancillary Lender (as applicable) to do so); or

(iv) the Ancillary Outstandings (if any) under that Ancillary Facility or Fronted Ancillary Facility (as the case may be) can be refinanced in full by a Revolving Facility Utilisation under the Revolving Facility pursuant to which that Ancillary Outstanding was incurred and the Ancillary Lender or Fronting Ancillary Lender gives sufficient notice to enable such a Revolving Facility Utilisation to be made to refinance those Ancillary Outstandings.

(d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility or Fronted Ancillary Facility (as the case may be) mentioned in paragraph (c)(iv) above or in Clause 9.6 (Voluntary cancellation of Ancillary Facilities and Fronted Ancillary Facilities) can be refinanced by a Utilisation under the Revolving Facility pursuant to which that Ancillary Outstanding was incurred:

(i) the relevant Revolving Facility Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment (as the case may be); and

(ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(iv)of Clause 5.2 (Completion of a Utilisation Request for Loans) applies.

(e) On the making of a Utilisation of a Revolving Facility to refinance all or part of any Ancillary Outstandings under the same Revolving Facility:

(i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the relevant Revolving Facility Utilisations then outstanding bearing the same proportion to the aggregate amount of the relevant Revolving Facility Utilisations then outstanding as its relevant Revolving Facility Commitment bears to the relevant Total Revolving Facility Commitments; and

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(ii) the relevant Ancillary Facility or Fronted Ancillary Facility shall be cancelled to the extent of such refinancing.

(f) In relation to an Ancillary Facility or Fronted Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender or Fronting Ancillary Lender providing that Ancillary Facility or Fronted Ancillary Lender shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the applicable regulatory authorities as netted for capital adequacy purposes.

9.5 Ancillary Outstandings

Each Borrower and each Ancillary Lender agrees with and for the benefit of each Lender that:

(a) the Ancillary Outstandings under any Ancillary Facility or Fronted Ancillary Facility shall not exceed the Ancillary Commitment or aggregate of the relevant Fronting Ancillary Commitment and Fronted Ancillary Commitments (as the case may be) applicable to that Ancillary Facility or Fronted Ancillary Facility; and

(b) in relation to an overdraft facility comprising more than one account:

(i) such Ancillary Outstandings shall not exceed the Designated Net Amount applicable to that overdraft; and

(ii) the Gross Outstandings shall not exceed the Designated Gross Amount applicable to that overdraft.

9.6 Voluntary cancellation of Ancillary Facilities and Fronted Ancillary Facilities

The Company may at any time by not less than 3 (three) Business Days’ notice in writing to the Agent:

(a) cancel the whole or any part of an undrawn Ancillary Facility or Fronted Ancillary Facility; or

(b) prepay the whole or any part of a drawn Ancillary Facility or Fronted Ancillary Facility, whether by refinancing by a Utilisation under the relevant Revolving Facility in accordance with paragraph (d) of Clause 9.4 (Repayment of Ancillary Facility or Fronted Ancillary Facility) or otherwise,

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in which event on the date specified in the notice, the respective Ancillary Commitment or Fronting Ancillary Commitment and Fronted Ancillary Commitments of the relevant Ancillary Lender or Fronting Ancillary Lender and Fronted Ancillary Lenders shall be cancelled or prepaid and cancelled (as applicable) in the amount specified and, in each case, immediately converted into a relevant Revolving Facility Commitment. In the case of (i) any partial cancellation of a Fronted Ancillary Facility, the Fronting Ancillary Commitment of the Fronting Ancillary Lender and the Fronted Ancillary Commitments of the Fronted Ancillary Lenders shall be reduced rateably; and (ii) any partial prepayment of a Fronted Ancillary Facility, the Fronting Ancillary Lender and Fronted Ancillary Lenders shall be prepaid pro rata their Fronting Ancillary Commitment or Fronted Ancillary Commitments (as applicable).

9.7 Information

Each Borrower, each Ancillary Lender, each Fronting Ancillary Lender and each Fronted Ancillary Lender shall, promptly upon request by the Agent, supply the Agent with any information relating to the operation of an Ancillary Facility or Fronted Ancillary Facility (including the Ancillary Outstandings) as the Agent may reasonably request from time to time. Each Borrower consents to all such information being released to the Agent and the other Finance Parties.

9.8 Affiliates of Lenders as Ancillary Lenders, Fronted Ancillary Lenders or Fronting Ancillary Lenders

(a) Subject to the terms of this Agreement, an Affiliate of a Revolving Facility Lender may become an Ancillary Lender, a Fronted Ancillary Lender or a Fronting Ancillary Lender (as the case may be). In such case, the Revolving Facility Lender and its Affiliate shall be treated as a single Revolving Facility Lender whose Revolving Facility Commitment is the amount of such Lender’s Revolving Facility Commitment under the relevant Revolving Facility. For the purposes of calculating the Lender’s Available Commitment with respect to the relevant Revolving Facility, the Lender’s Commitment under the relevant Revolving Facility shall be reduced to the extent of the aggregate of the Ancillary Commitments, Fronting Ancillary Commitments and Fronted Ancillary Commitments of its Affiliates.

(b) The relevant Borrower (or the Company on its behalf) shall specify any relevant Affiliate of a Revolving Facility Lender in any notice delivered by it to the Agent pursuant to paragraph (a) of Clause 9.2 (Availability).

(c) An Affiliate of a Revolving Facility Lender which becomes an Ancillary Lender, a Fronted Ancillary Lender or Fronting Ancillary Lender shall accede to the Intercreditor Agreement and any person who so accedes to the Intercreditor Agreement shall, at the same time, become a party to this Agreement, as an Ancillary Lender, a Fronted Ancillary Lender or Fronting Ancillary Lender (as applicable) in accordance with clause 19.9 (Creditor/Agent Accession Undertaking) of the Intercreditor Agreement.

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(d) If a Lender assigns all of its rights and benefits or transfers all of its rights and obligations to a New Lender (as defined in Clause 29 (Changes to the Lenders), its Affiliate shall cease to have any obligations under this Agreement or any Ancillary Document.

(e) Where this Agreement or any other Finance Document imposes an obligation on an Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender and the relevant Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender is an Affiliate of a Lender which is not a party to that document, the relevant Lender shall ensure that the obligation is performed by its Affiliate.

9.9 Affiliates of Borrowers

(a) Subject to the terms of this Agreement, a member of the Group which is an Affiliate of a Revolving Facility Borrower may with the approval of the relevant Ancillary Lender or Fronting Ancillary Lender become a borrower with respect to an Ancillary Facility or a Fronted Ancillary Facility (as the case may be).

(b) The relevant Borrower (or the Company on its behalf) shall specify any relevant Affiliate of a Revolving Facility Borrower in any notice delivered by the Company to the Agent pursuant to paragraph (a) of Clause 9.2 (Availability).

(c) If a Borrower ceases to be a Revolving Facility Borrower under this Agreement in accordance with Clause 31.4 (Resignation of an Obligor), its Affiliate shall cease to have any rights under this Agreement or any Ancillary Document. If an Affiliate of a Revolving Facility Borrower ceases to be an Affiliate of such Revolving Facility Borrower, it shall cease to have any rights under this Agreement or any Ancillary Document.

(d) Where this Agreement or any other Finance Document imposes an obligation on a Borrower under an Ancillary Facility or a Fronted Ancillary Facility (as the case may be) and the relevant Borrower is an Affiliate of a Borrower which is not a party to that document, the relevant Borrower shall ensure that the obligation is performed by its Affiliate.

(e) Any reference in this Agreement or any other Finance Document to a Borrower being under no obligations (whether actual or contingent) as a Borrower under such Finance Document shall be construed to include a reference to any Affiliate of a Borrower being under no obligations under any Finance Document or Ancillary Document.

9.10 Revolving Facility Commitment Amounts

Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Revolving Facility Commitment (ignoring for this purpose any reduction in its Revolving Facility Commitment arising out of such Lender providing an Ancillary Facility or a Fronted Ancillary Facility pursuant to this Clause 9 (Ancillary Facilities)) is not less than the aggregate of:

(a) its Ancillary Commitment and its Fronting Ancillary Commitment and its Fronted Ancillary Commitment (if any); and

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(b) the Ancillary Commitment and Fronting Ancillary Commitment and Fronted Ancillary Commitment of its Affiliates (if any).

9.11 Adjustments required in relation to Ancillary Facilities

The Agent may, by notice in writing to the relevant Revolving Facility Lenders, reallocate drawn and undrawn Revolving Facility Commitments at the end of an Interest Period among relevant Revolving Facility Lenders as may be necessary to ensure that any relevant Revolving Facility Lender that intends to enter into an Ancillary Facility has an undrawn Commitment under the relevant Revolving Facility sufficient to allow it to enter into such Ancillary Facility, provided that for the avoidance of doubt no such reallocation may increase any Revolving Facility Lender’s Revolving Facility Commitment.

9.12 Adjustment for Ancillary Facilities upon acceleration

(a) In this Clause 9.12:

Revolving Outstandings means, in relation to a Lender, the aggregate of the equivalent in the Base Currency of (i) its participation in each Revolving Facility Utilisation then outstanding under a particular Revolving Facility (together with the aggregate amount of all accrued interest, fees and commission owed to it as a Lender under such Revolving Facility), and (ii) if the Lender is also an Ancillary Lender or Fronted Ancillary Lender or Fronting Ancillary Lender (as the case may be), the Ancillary Outstandings in respect of the Ancillary Facilities or the Fronted Ancillary Facilities, attributable to that Ancillary Lender (or its Affiliate) or to its Fronting Ancillary Commitment or Fronting Ancillary Commitment (together with the aggregate amount of all accrued interest, fees and commission owed (or attributable) to it or to its Affiliate in such capacity).

Total Revolving Outstandings means the aggregate of all Revolving Outstandings.

(b) If a Declared Default or a Revolving Facility Declared Default occurs, each Lender, each Ancillary Lender and each Fronting Ancillary Lender or Fronted Ancillary Lender shall promptly adjust (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Finance Documents relating to Revolving Outstandings) their claims in respect of amounts outstanding to them under the relevant Revolving Facility, each Ancillary Facility and each Fronted Ancillary Facility to the extent necessary to ensure that after such transfers the Revolving Outstandings of each Lender bear the same proportion to the relevant Total Revolving Outstandings as such Lender’s relevant Revolving Facility Commitment bears to the relevant Total Revolving Facility Commitments, each as at the date the notice of such Declared Default or Revolving Facility Declared Default is served under Clause 28.15 (Acceleration).

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(c) If an amount outstanding under an Ancillary Facility or Fronted Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under this paragraph (c), then each Lender and Ancillary Lender or Fronted Ancillary Lender or Fronting Ancillary Lender (as the case may be) will make a further adjustment (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Finance Documents relating to Revolving Outstandings to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability.

(d) Prior to the application of the provisions of paragraph (b) of this Clause 9.12, an Ancillary Lender or Fronting Ancillary Lender that has provided an overdraft comprising more than one account under an Ancillary Facility or Fronted Ancillary Facility shall set-off any liabilities owing to it under such overdraft facility against credit balances on any account comprised in such overdraft facility.

(e) All calculations to be made pursuant to this Clause 9.12 shall be made by the Agent based upon information provided to it by the Lenders, Ancillary Lenders, Fronted Ancillary Lenders or Fronting Ancillary Lenders.

9.13 Existing Ancillary Facilities

Notwithstanding any provision of this Agreement to the contrary, a Borrower (or the Company on its behalf) may by notice in writing to the Agent prior to the Control Date in relation to an Existing Ancillary Facility (including in each case in any Utilisation Request) request that any Approved Existing Ancillary Facility made available by a Lender be deemed to be an Ancillary Facility established under a Revolving Facility (and in place of corresponding commitments of that Lender under the relevant Revolving Facility) and with effect from the date specified in such notice (being a date falling within the Availability Period for the relevant Revolving Facility) that Approved Existing Ancillary Facility shall be an Ancillary Facility for all purposes under this Agreement, subject to the Agent having received notification in writing from the Ancillary Lender concerned (or, as the case may be, the Affiliate of the Lender concerned) that it agrees to that Existing Ancillary Facility being an Ancillary Facility for all purposes under this Agreement.

9.14 Continuation of Ancillary Facilities and Fronted Ancillary Facilities

(a) Each Ancillary Facility and Fronted Ancillary Facility shall be prepaid and cancelled on the Termination Date applicable to the relevant Revolving Facility (or such earlier date in accordance with this Agreement), provided that a Borrower and an Ancillary Lender or Fronting Ancillary Lender and/or Fronted Ancillary Lender (as the case may be) may, as between themselves only, agree that any Ancillary Facilities or Fronted Ancillary Facilities will continue to remain available on a bilateral basis following the Termination Date applicable to the relevant Revolving Facility or, as the case may be, the date the relevant Revolving Facility Commitments are otherwise cancelled under this Agreement.

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(b) If any arrangement contemplated in paragraph (a) above is to occur, each relevant Borrower and the Ancillary Lender, Fronted Ancillary Lender or, as the case may be, the Fronting Ancillary Lender shall each confirm that to be the case in writing to the Agent. Upon such Termination Date or, as the case may be, date of cancellation, any such facility shall continue as between the said entities on a bilateral basis and not as part of, or under, the Finance Documents. Save for any rights and obligations against any Finance Party under the Finance Documents arising prior to such Termination Date or, as the case may be, date of cancellation, no such rights or obligations in respect of such Ancillary Facility or, as the case may be, Fronted Ancillary Facility shall, as between the Finance Parties (including in their capacity as Fronting Ancillary Lenders), continue and the Transaction Security shall not support any such facility in respect of any matters that arise after such Termination Date or, as the case may be, date of cancellation.

9.15 Fronted Ancillary Commitment Indemnities

(a) A Borrower must, within 5 (five) Business Days of demand, indemnify each Fronting Ancillary Lender against any loss or liability which that Fronting Ancillary Lender incurs in acting as the Fronting Ancillary Lender under any Fronted Ancillary Facility requested by it (or any of its Affiliates), except to the extent that the loss or liability is caused by the gross negligence or wilful misconduct of, or breach of the terms of the Finance Documents by, that Fronting Ancillary Lender.

(b) Each Fronted Ancillary Lender must promptly on demand indemnify the Fronting Ancillary Lender (according to its Fronted Ancillary Portion) against any loss or liability which the Fronting Ancillary Lender incurs in acting as the Fronting Ancillary Lender under any Fronted Ancillary Facility and which at the date of demand has not been paid for by an Obligor, except to the extent that the loss or liability is caused by the gross negligence or wilful misconduct of, or breach of the terms of any Finance Document by, the Fronting Ancillary Lender.

(c) The relevant Borrower which requested for itself or for one of its Affiliates (or on behalf of which the Company requested) the Fronted Ancillary Facility must, within 5 (five) Business Days of demand, reimburse any Fronted Ancillary Lender for any payment it makes to the Fronting Ancillary Lender under paragraph (b) above except to the extent arising out of the gross negligence or wilful misconduct of, or breach of the terms of any Finance Document by, such Fronted Ancillary Lender.

(d) The obligations of each Borrower and each Fronted Ancillary Lender under this Clause 9.15 are continuing obligations and will extend to the ultimate balance of all sums payable by that Borrower or Fronted Ancillary Lender in respect of any Fronted Ancillary Facility, regardless of any intermediate payment or discharge in whole or in part.

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(e) The obligations of any Fronted Ancillary Lender or Borrower under this Clause 9.15 will not be affected by any act, omission, matter or thing which, but for this Clause 9.15, would reduce, release or prejudice any of its obligations under this Clause 9.15 (without limitation and whether or not known to it or any other person) including:

(i) any time, waiver or consent granted to, or composition with any Obligor, or any other person;

(ii) the release of any Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of any Obligor or other person;

(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Obligor or any other person;

(vi) any amendment (however fundamental) or replacement of a Finance Document, or any other document or security, unless in the case of amendments to the terms of a Fronted Ancillary Facility or any instrument issued thereunder, the relevant Borrower (or the Company on its behalf) and/or Fronting Ancillary Lender had not provided their consent to such amendment(s);

(vii) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(viii) any insolvency or similar proceedings.

9.16 Settlement Conditional/Subrogation

(a) Any settlement or discharge between a Fronted Ancillary Lender and the Fronting Ancillary Lender shall be conditional upon no security or payment to the Fronting Ancillary Lender by a Fronted Ancillary Lender or any other person on behalf of the Fronted Ancillary Lender being avoided or reduced by virtue of any laws relating to bankruptcy, insolvency, debt compromise, reorganisation, liquidation or similar laws of general application and, if any such security or payment is so avoided or reduced, the Fronting Ancillary Lender shall be entitled to recover the value or amount of such security or payment from such Fronted Ancillary Lender subsequently as if such settlement or discharge had not occurred.

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(b) No Obligor or the Company will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 9.16.

9.17 Exercise of Rights

The Fronting Ancillary Lender shall not be obliged before exercising any of the rights, powers or remedies conferred upon it in respect of any Fronted Ancillary Lender by this Agreement or by law:

(a) to take any action or obtain judgment in any court against any Obligor;

(b) to make or file any claim or proof in a winding-up or dissolution of any Obligor; or

(c) to enforce or seek to enforce any other security taken in respect of any of the obligations of any Obligor under this Agreement.

9.18 Operation of accounts notwithstanding the Transaction Security Documents

Notwithstanding any Security on debts and bank accounts contained in the Transaction Security Documents, each Ancillary Lender may, subject to the terms of the Intercreditor Agreement, continue to collect instruments/credits payable to or endorsed in favour of the Obligors to its accounts with such Ancillary Lender; permit the Obligors to draw against any existing credit balance and the proceeds of instruments/credits collected from time to time to its accounts; and continue to exercise its rights of set-off or combination of accounts.

10. Repayment

10.1 Repayment of Facility B Loans

(a) Each Facility B Borrower shall repay, or procure the repayment of, the aggregate outstanding principal amount of the Facility B Loans made to it in full on the Termination Date in respect of Facility B in EUR.

(b) The Borrowers may not reborrow any part of a Facility B Loan which is repaid.

10.2 Repayment of Additional Facility Loans

(a) Each Borrower of an Additional Facility Loan which is made available under a Term Facility shall repay that Additional Facility Loan borrowed by it:

(i) in relation to an Additional Facility which is repayable in instalments, in instalments by repaying on each applicable Amortising Facility Repayment Date the amount set opposite that Amortising Facility Repayment Date as set out in the table in the relevant Additional Facility Notice; and

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(ii) in relation to an Additional Facility which is not repayable in instalments, in full on the Termination Date applicable to that Additional Facility.

(b) The Borrowers may not reborrow any part of an Additional Facility Loan made available under a Term Facility which is repaid.

10.3 Repayment of Replacement Facility Loans

(a) Each Replacement Facility Borrower of a Replacement Term Facility Loan shall repay that Replacement Term Facility Loan borrowed by it as specified in the Refinancing Amendment.

(b) A Replacement Facility Borrower may not reborrow any part of a Replacement Term Facility Loan made available under a Term Facility which is repaid.

10.4 Repayment of Revolving Facility Loans

(a) Subject to paragraph (b) below, each Borrower which has drawn a Revolving Facility Loan shall repay that Revolving Facility Loan on the last day of its Interest Period.

(b) Without prejudice to each Borrower’s obligation under paragraph (a) above, if one or more Revolving Facility Loans are to be made available to a Revolving Facility Borrower:

(i) on the same day that a maturing Revolving Facility Loan is due to be repaid by that or a different Revolving Facility Borrower;

(ii) in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of Clause 8.2 (Unavailability of a currency)); and

(iii) in whole or in part for the purpose of refinancing the maturing Revolving Facility Loan,

the aggregate amount of the new Revolving Facility Loans shall be treated as if applied in or towards repayment of the maturing Revolving Facility Loan so that:

(A) if the amount of the maturing Revolving Facility Loan exceeds the aggregate amount of the new Revolving Facility Loans:

(I) the relevant Revolving Facility Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and

(II) each Revolving Facility Lender’s participation (if any) in the new Revolving Facility Loans shall be treated as having been made available and applied by the Revolving Facility Borrower in or towards repayment of that Revolving Facility Lender’s participation (if any) in the maturing Revolving Facility Loan and that Revolving Facility Lender will not be required to make its participation in the new Revolving Facility Loans available in cash; and

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(B) if the amount of the maturing Revolving Facility Loan is equal to or less than the aggregate amount of the new Revolving Facility Loans:

(I) the relevant Revolving Facility Borrower will not be required to make any payment in cash; and

(II) each Revolving Facility Lender will be required to make its participation in the new Revolving Facility Loans available in cash only to the extent that its participation (if any) in the new Revolving Facility Loans exceeds that Revolving Facility Lender’s participation (if any) in the maturing Revolving Facility Loan and the remainder of that Revolving Facility Lender’s participation in the new Revolving Facility Loans shall be treated as having been made available and applied by the Revolving Facility Borrower in or towards repayment of that Revolving Facility Lender’s participation in the maturing Revolving Facility Loan.

(c) At any time when a Revolving Facility Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Revolving Facility Loans then outstanding will be automatically extended to the Termination Date in relation to the Revolving Facility and will be treated as separate Revolving Facility Loans (the Separate Loans) denominated in the currency in which the relevant participations are outstanding.

(d) A Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving 5 (five) Business Days’ prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt.

(e) Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Borrower (or the Company on its behalf) by the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Defaulting Lender on the last day of each Interest Period of that Loan.

(f) The terms of this Agreement relating to Revolving Facility Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (c) to (e) above, in which case those paragraphs shall prevail in respect of any Separate Loan.

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10.5 Effect of Cancellation and Prepayment on Scheduled Repayments

(a) If the Company cancels the whole or any part of an Amortising Facility Commitment in accordance with Clauses 11.6 (Right of cancellation and repayment in relation to a single Lender) 11.7 (Right of cancellation in relation to a Defaulting Lender) or 41.5 (Replacement of Lender) or if the Amortising Facility Commitment of any Lender is reduced under Clause 11.1 (Illegality) or 12.1 (Exit) then (other than, in any relevant case, to the extent that any part of the relevant Amortising Facility Commitment(s) is subsequently increased pursuant to Clause 2.3 (Increase)) the amount of the Amortising Facility Repayment Instalment for the relevant Amortising Facility for each Amortising Facility Repayment Date falling after that prepayment will reduce pro rata by the amount of the Amortising Facility Commitment cancelled.

(b) If the Company cancels the whole or any part of an Amortising Facility Commitment in accordance with Clause 11.3 (Voluntary cancellation) then the amount of the Amortising Facility Repayment Instalment for the relevant Amortising Facility for each Amortising Facility Repayment Date falling after that cancellation will reduce pro rata by the amount cancelled.

(c) If any of the Amortising Facility Loans are prepaid in accordance with Clause 11.6 (Right of cancellation and repayment in relation to a single Lender) or Clause 11.1 (Illegality) then the amount of the Amortising Facility Repayment Instalment for the relevant Amortising Facility for each Amortising Facility Repayment Date falling after that prepayment will reduce pro rata by the amount of the Amortising Facility Loan prepaid.

(d) For any prepayment of any of the Amortising Facility Loans other than as contemplated by paragraph (c) above, the relevant Amortising Facility for each Amortising Facility Repayment Date falling after that prepayment will reduce in accordance with the allocation of such prepaid amounts against the Amortising Facility Repayment Instalments as notified by the Company in its sole discretion.

11. Illegality, Voluntary Prepayment and Cancellation

11.1 Illegality

If after the date of this Agreement (or, if later, the date the relevant Lender became a Party) it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its Commitment or participation in any Utilisation:

(a) that Lender, shall promptly notify the Agent upon becoming aware of that event setting out the details thereof (such notice an Illegality Notice);

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(b) upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and

(c) to the extent that Lender’s participation has not been transferred pursuant to Clause 41.5 (Replacement of Lender), each Borrower shall repay that Lender’s participation in the Utilisations made to that Borrower on the last day of the Interest Period for each Utilisation occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

11.2 Illegality in relation to an Issuing Bank

If after the date of this Agreement (or, if later, the date on which the relevant Letter of Credit is issued) it becomes unlawful for an Issuing Bank to issue or leave outstanding any Letter of Credit, then:

(a) that Issuing Bank shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Company, the Issuing Bank shall not be obliged to issue any Letter of Credit to the extent that such issuance would be unlawful;

(c) to the extent it would be unlawful for any such Letter of Credit to remain outstanding, the Company shall procure that the relevant Borrower shall use all reasonable endeavours to procure the release of each Letter of Credit issued by that Issuing Bank and outstanding at such time on the date specified by the Issuing Bank in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law); and

(d) unless any other Lender is or has agreed to be an Issuing Bank pursuant to the terms of this Agreement, a Revolving Facility under which the relevant Lender was the Issuing Bank shall cease to be available for the issue of Letters of Credit until such time as another Lender agrees to be an Issuing Bank.

11.3 Voluntary cancellation

(a) The Company may, if it gives the Agent not less than 3 (three) Business Days (or, in respect of a cancellation of any Revolving Facility Commitments, 1 (one) Business Day’s prior notice) (or such shorter period as the Agent (acting on the instructions of the Majority Lenders under the relevant Facility (each acting reasonably)) may agree) prior notice, cancel the whole or any part of an Available Facility.

(b) The amount of any partial cancellation of an Available Facility must:

(i) if Facility B or an Additional Facility denominated in euro is being cancelled, be a minimum of €1,000,000 or, if less, the Available Facility;

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(ii) if a Revolving Facility or an Additional Revolving Facility denominated in euro is being cancelled, be a minimum of €500,000 or, if less, the Available Facility; and

(iii) if an Additional Facility denominated in any other currency is being cancelled, be in a minimum amount agreed by the relevant Additional Facility Lenders and specified in the applicable Additional Facility Notice or, if less, the Available Facility.

(c) Any cancellation under this Clause 11.3 shall reduce the Commitments of the Lenders rateably under that Facility.

11.4 Voluntary prepayment of Term Loans

(a) A Borrower to which a Term Loan has been made may:

(i) in the case of a Term Rate Loan, if it or the Company gives the Agent not less than 3 (three) Business Days’ prior notice; or

(ii) in the case of a Compounded Rate Loan, if it gives the Agent not less than three RFR Banking Days’ prior notice,

(or, in each case, such shorter period as the Agent (acting on the instructions of the Majority Lenders under the relevant Facility (each acting reasonably)) may agree), prepay the whole or any part of that Term Loan.

(b) The amount of any partial prepayment of a Term Loan must:

(i) if Facility B or an Additional Facility denominated in euro is being prepaid, be a minimum of €1,000,000 or, if less, the Available Facility;

(ii) if an Additional Facility denominated in any other currency is being prepaid, be in a minimum amount agreed by the relevant Additional Facility Lenders and specified in the applicable Additional Facility Notice or, if less, the Available Facility.

(c) The Company may elect to apply a prepayment of Term Loans made under this Clause 11.4 against any or all of the Term Loans in such proportions as it selects in its sole discretion.

11.5 Voluntary prepayment of Revolving Facility Utilisations

(a) A Borrower to which a Revolving Facility Utilisation has been made may:

(i) in the case of a Term Rate Loan, if it or the Company gives the Agent not less than 1 (one) Business Day’s prior notice; or

(ii) in the case of a Compounded Rate Loan, if it gives the Agent not less than 1 (one) RFR Banking Day’s prior notice,

(or, in each case, such shorter period as the Agent (acting on the instructions of the Majority Lenders under the relevant Revolving Facility (each acting reasonably)) may agree), prepay the whole or any part of a Revolving Facility Utilisation (but if in part, being an amount that reduces the amount of the Revolving Facility Utilisation by a minimum amount of €500,000.00 or its equivalent and multiples thereof).

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(b) The Company may elect to apply a prepayment of Revolving Facility Loans made under this Clause 11.5 against any or all of the Revolving Facility Loans in such proportions as it selects in its sole discretion.

11.6 Right of cancellation and repayment in relation to a single Lender or Issuing Bank

(a) If:

(i) any sum payable to any Lender by the Company or an Obligor is required to be increased under Clause 18.2 (Tax Gross Up);

(ii) any Lender or Issuing Bank claims indemnification from the Company or an Obligor under Clause 18.3 (Tax Indemnity) or Clause 19.1 (Increased costs);

(iii) any Lender requests payment from the Company or any Obligor based on the occurrence of a Market Disruption Event; or

(iv) any amount payable to any Lender by a French Obligor under a Finance Document is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that French Obligor by reason of that amount being (A) paid or accrued to a Lender incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction, or (B) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction,

the Company may give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations in accordance with Clause 41.5 (Replacement of Lender) below or (if such circumstances relate to the Issuing Bank) of repayment of any outstanding Letter of Credit issued by it and cancellation of its appointment as an Issuing Bank under this Agreement in relation to any Letters of Credit to be issued in the future.

(b) The Commitment(s) of that Lender shall be reduced to zero and/or each Borrower to which a Utilisation is outstanding shall repay that Lender’s participation in that Utilisation together with all interest and other amounts accrued and payable to that Lender under the Finance Documents in accordance with Clause 41.5 (Replacement of Lender) below.

11.7 Right of cancellation in relation to a Defaulting Lender

(a) If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent notice of cancellation of each Available Commitment of that Lender in accordance with Clause 41.5 (Replacement of Lender) below.

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(b) Each Available Commitment of the Defaulting Lender shall be reduced to zero in accordance with Clause 41.5 (Replacement of Lender) below.

11.8 Right of prepayment of Non-Consenting Lender

If any Lender becomes a Non-Consenting Lender (as defined in Clause 41.5 (Replacement of Lender) below) the Company may within 90 (ninety) days after the date on which that Lender is deemed to be a Non-Consenting Lender (and provided such Lender continues to be a Non-Consenting Lender) cancel all or any part of the Commitments of such Non-Consenting Lender and prepay all or any part of the participations of such Non-Consenting Lender in the Facilities together with all interest and other amounts accrued under the Finance Documents in accordance with Clause 41.5 (Replacement of Lender) below.

12. Mandatory Prepayment

12.1 Exit

If (A) a Change of Control or (B) a Sale, occurs (each an Exit Event):

(a) the Company shall promptly notify the Agent upon becoming aware of that event and the Agent shall promptly notify the Lenders and Issuing Bank accordingly (the Agent Notice); and

(b) each Lender shall be entitled to cancel its Commitments and require repayment of all of its share of the Utilisations and payment of all amounts owing to it under the Finance Documents and each Issuing Bank shall be entitled to require that any Letters of Credit issued by it are prepaid and cancelled, in each case by notification to the Agent within 15 (fifteen) Business Days of the Company notifying the Agent of the Exit Event, whereupon:

(i) the undrawn Commitments of such Lender shall, by no less than 5 (five) Business Days’ prior notice to the Company, be cancelled and such Lender shall have no obligation to fund or participate in any new Utilisation (for the avoidance of doubt, excluding any Rollover Loan) or utilisation of an Ancillary Facility or Fronted Ancillary Facility and, in the case of an Issuing Bank, such Issuing Bank shall have no obligation to issue any new Letter of Credit; and

(ii) on the date falling 60 (sixty) days after the date of the Agent Notice (or earlier, as agreed with any individual Lender in respect of its outstanding Utilisations) in respect of such Lender or Issuing Bank (as the case may be) that provides notification to the Agent, all outstanding Utilisations provided by such Lender and Ancillary Outstandings of such Lender (and/or, in the case of an Issuing Bank, all Letters of Credit provided by that Issuing Bank), together with accrued interest, and all other amounts accrued or owing to such Lender (or Issuing Bank, as the case may be) under the Finance Documents shall become immediately due and payable, and the relevant Borrower will immediately prepay all Utilisations and amounts provided by or owing to that Lender and procure that any cash collateral provided by that Lender is released and (unless otherwise agreed between the Company and that Lender) any Letter of Credit, Ancillary Facility or Fronted Ancillary Facility provided by that Lender (or Issuing Bank, as the case may be) is prepaid and cancelled.

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If a Lender or Issuing Bank has not notified the Agent in accordance with the provisions of paragraph (b) within 15 (fifteen) Business Days of being notified of such Exit Event by the Agent in accordance with paragraph (a) above, in respect of that Exit Event (only), that Lender shall not be able to cancel its Commitments or require repayment of its share of the Utilisations and the prepayment of any other amount owing to it under the Finance Document and an Issuing Bank shall not be entitled to require that any Letter of Credit issued by it are repaid and cancelled, in each case pursuant to this Clause 12.1.

12.2 Disposal Proceeds

(a) In this Agreement:

Disposal Proceeds means the Net Cash Proceeds received by the Group in relation to any Disposal (or series of related Disposals) except for Excluded Disposal Proceeds.

Disposal means any sale, lease, licence, transfer, loan or other disposal of all or any part of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions, including any Permitted Sale and Leaseback) of any member of the Group.

Excluded Disposal Proceeds means the Net Cash Proceeds received by the Group of any Disposal:

(i) to the extent falling within:

(A) paragraphs (a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l), (m), (n), (o), (t), (v), (w), (x) (other than any Disposal of a Principal Brand), (y), (z), (aa), (bb) and (cc) of the definition of Permitted Disposal;

(B) (unless otherwise required by the Majority Lenders) paragraph (p) of the definition of Permitted Disposal to the extent such Net Cash Proceeds do not need to be applied in repayment, prepayment or acquisition of any Financial Indebtedness; and

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(C) (in respect of disposals to a special purpose vehicle) paragraph (dd) of the definition of Permitted Disposal and the subsequent disposal of that special purpose vehicle to the extent that the Disposals to the relevant special purpose vehicle are Permitted Disposals under the other paragraphs of the Permitted Disposal definition listed in this paragraph (i);

(ii) where such Net Cash Proceeds are received by a member of the Target Group prior to the Control Date;

(iii) which is an individual Disposal (other than a Disposal of a Principal Brand) where the Net Cash Proceeds from such Disposal are in an amount less than €31,500,000 or, if higher, an amount equal to 10 per cent of LTM EBITDA (or its equivalent in other currencies);

(iv) which is a Permitted Disposal to the extent not otherwise excluded in this definition, where the Net Cash Proceeds of such disposal are, within 12 Months of the later of (i) the date of completion of such Permitted Disposal and (ii) the receipt of such Net Cash Proceeds, applied or committed to be applied by the Board of Directors of the relevant Group company (and if so committed to be applied, are actually applied within 18 Months of receipt) in connection with the business of the Group, the purchase of assets, to finance or refinance Permitted Acquisitions or capital expenditure, or otherwise applied in mandatory prepayment of the Facilities in accordance with Clause 12.5 (Application of prepayments) (in the case of the Revolving Facility, accompanied by a permanent cancellation of an equivalent principal amount of the Revolving Facility) or any Permitted Alternative Debt, Refinancing Debt or Permitted Acquired Indebtedness which (save as otherwise permitted under this Agreement) ranks pari passu with the Term Facilities or any combination of the foregoing; and

(v) the Net Cash Proceeds from a Disposal (other than a Disposal of a Principal Brand) which, when aggregated with the Net Cash Proceeds of other such Disposals made in the same Financial Year, up to a maximum aggregate amount of €78,750,000 or, if higher, an amount equal to 25 per cent of LTM EBITDA (or its equivalent in other currencies) provided that the Net Cash Proceeds of a Disposal under sub-paragraphs (i) to (iv) above shall be disregarded for the purposes of calculating the amount of the Net Cash Proceeds under this sub-paragraph.

Net Cash Proceeds means the cash proceeds received, in each case, consequent upon a Disposal, in each case, after deducting:

(i) all taxes incurred and required to be paid or reserved against (as reasonably determined by the Company) by the seller or claimant in relation to the Disposal (including any Taxes incurred as a result of the transfer of any cash consideration intra-Group);

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(ii) fees, costs and expenses (including, for the avoidance of doubt, reasonable legal fees, reasonable agents’ commission, reasonable auditors’ fees, reasonable out-of-pocket reorganisation costs (including redundancy, closure and other restructuring costs, both preparatory to, and in consequence of, the relevant disposal));

(iii) any amount required to be applied in repayment or prepayment of any Financial Indebtedness other than the Facilities (including, without limitation, to an entity the subject of a disposal, amounts to be repaid or prepaid to the entity disposed of in respect of intra-Group indebtedness and any third party debt secured on the assets disposed of which is to be repaid or prepaid out of those proceeds) or amounts owed to partners in Permitted Joint Ventures as a consequence of that Disposal; and

(iv) any reasonable amounts retained to cover indemnities, contingent and other liabilities in connection with the Disposal.

(b) The Company shall ensure that an amount equal to the applicable percentage of any Disposal Proceeds is applied in prepayment of the Facilities at the times and in the order of application contemplated by Clause 12.5 (Application of prepayments), where the applicable percentage is:

(i) in respect of the Disposal of a Principal Brand, 100 per cent.; or

(ii) in respect of any other Disposal, set out in the table below opposite the applicable Consolidated Senior Secured Net Leverage Ratio as demonstrated by the most recently delivered Quarterly Financial Statements or Annual Financial Statements for such Financial Year and, for this purpose, the Consolidated Senior Secured Net Leverage Ratio shall be calculated taking into account any prepayment made under this Clause 12.2 until such time (if any) as such ratio falls to the next or subsequent level, whereupon that applicable percentage shall apply:

Consolidated Senior Secured Net Leverage Ratio	Percentage of Disposal Proceeds
Greater than 3.80:1	100 per cent.
Equal to or less than 3.80:1 but greater than 3.30:1	50 per cent.
Equal to or less than 3.30:1	0 per cent.

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12.3 Excess Cash Flow

The Company will ensure that in respect of each Financial Year (commencing with the first full Financial Year following the Closing Date (provided that in any event no such payment shall be required to be made until after the Control Date), an amount (if positive) equal to (x) the amount equal to the applicable percentage of the Excess Cash Flow for such Financial Year; less (y) the Excess Cash Flow De Minimis, any voluntary prepayments and Debt Purchase Transactions of the Facilities (in the case of a Revolving Facility, accompanied by a permanent cancellation of an equivalent principal amount of such Revolving Facility), any Permitted Alternative Debt, any Refinancing Debt or any Permitted Acquired Indebtedness in that Financial Year, and, in each case, if elected by the Company between the end of that Financial Year and the date on which the prepayment is to be made hereunder (provided that any such amounts applied between the end of the previous Financial Year and the date on which the prepayment is to be made hereunder may instead be deducted from Excess Cash Flow in respect of the next Financial Year), is applied in prepayment of the Facilities at the times and in the order of application contemplated by Clause 12.5 (Application of prepayments) below, where the applicable percentage is set out in the table below opposite the applicable Consolidated Senior Secured Net Leverage Ratio as demonstrated by the Annual Financial Statements for such Financial Year and, for this purpose, the Consolidated Senior Secured Net Leverage Ratio shall be calculated taking into account any prepayment made under this Clause 12.3 until such time (if any) as such ratio falls to the next or subsequent level, whereupon that applicable percentage shall apply:

Consolidated Senior Secured Net Leverage Ratio	Percentage of Excess Cash Flow
Greater than 4.30:1	50 per cent.
Equal to or less than 4.30:1 but greater than 3.80:1	25 per cent.
Equal to or less than 3.80:1	0 per cent.

12.4 Specified Target Indebtedness

The Company will ensure that, to the extent that any of the Specified Target Indebtedness has not been repaid, redeemed, discharged or made the subject of a Target Indebtedness Escrow Arrangement by the Specified Target Indebtedness Longstop Date, the Company shall apply an amount equal to the Relevant Outstanding Specified Target Indebtedness Amount in prepayment of Facility B within 20 Business Days of the Specified Target Indebtedness Longstop Date.

12.5 Application of prepayments

(a) Subject to the other paragraphs of this Clause 12.5, prepayments made pursuant to Clause 12.2 (Disposal) and Clause 12.3 (Excess Cash Flow) may be applied against any of the Term Facilities and/or any Permitted Alternative Debt or Refinancing Debt in each case which is term debt ranking pari passu with the Term Facilities (or, in each case, any part of any of the Term Facilities or any such Permitted Alternative Debt or Refinancing Debt) as the Company may direct (in its sole and absolute discretion) and there shall be no requirement for such proceeds to be applied pro rata between any such indebtedness.

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(b) Prepayments made pursuant to Clause 12.4 (Specified Target Indebtedness) may be applied against such of the Term Facilities as the Company may direct (in its sole and absolute discretion).

(c) Where a prepayment is applied to an Amortising Facility, such prepayment shall reduce the amount of each Amortising Facility Repayment Instalment in chronological order.

(d) A prepayment obligation referred to in this Clause 12.5 may be satisfied by cancelling Available Commitments in respect of a Term Facility (and the Available Commitment of the respective Lenders under each such Term Facility will be cancelled rateably) or the available commitments in respect of any other indebtedness ranking pari passu with the Facilities.

(e) Unless the Company makes an election under paragraph (f) below, the Borrowers shall prepay Term Loans at the following times:

(i) in the case of any prepayment relating to Disposal Proceeds, within 20 (twenty) Business Days of the receipt by a member of the Group of all of the relevant Disposal Proceeds; and

(ii) in the case of any prepayment relating to Excess Cash Flow, within 20 (twenty) Business Days of the delivery by the Company to the Agent of the Annual Financial Statements for the relevant Financial Year (provided in any event, no mandatory prepayment shall be required to be made in respect of Excess Cash Flow until after the Control Date).

(f) The Company may elect that any prepayment under paragraph (e) above or under Clause 12.4 (Specified Target Indebtedness) be applied in prepayment of a Term Loan on the last day of the Interest Period relating to that Term Loan. If the Company makes that election then a proportion of the Term Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period. No such election may be made at any time which an Event of Default under Clauses 28.1 (Payment Default), 28.7 (Insolvency) or 28.8 (Insolvency Proceedings) has occurred and is continuing, and if the Company has so made an election under this paragraph but an Event of Default under Clauses 28.1 (Payment Default), 28.7 (Insolvency) or 28.8 (Insolvency Proceedings) has occurred and is continuing, a proportion of the Term Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (if the Majority Lenders so require in writing).

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(g) A prepayment which is to be applied to prepay a Term Loan under this Clause 12.5 shall, subject to Clause 12.6 (Right to Refuse Prepayment) below, be applied, as within Facility B, pro rata to each Facility B Loan, and as within each other Term Facility, pro rata to each applicable Term Loan under that Term Facility.

(h) The obligation to make a mandatory prepayment under Clause 12.1 (Exit) shall not be subject to any limitation set out under paragraph (i) below.

(i) Subject to paragraph (h) above, each Obligor shall use reasonable endeavours and take reasonable steps to ensure that any transaction giving rise to a prepayment obligation or obligation to provide cash cover is structured in such a way that it will not be unlawful for the Obligors or other members of the Group to move the relevant proceeds received between members of the Group to enable a mandatory prepayment to be lawfully made and the proceeds lawfully applied as provided under this Clause 12 and/or minimize the costs and Taxes of making such mandatory prepayment. If, however, after each Obligor has used all such reasonable endeavours and taken such reasonable steps:

(i) it will still be unlawful for such a prepayment to be made and the proceeds so applied;

(ii) it will still be unlawful to make funds available to a member of the Group that could make such a prepayment;

(iii) it will still result in any member of the Group making funds available to, or receiving funds from, another member of the Group to enable such a prepayment to be made incurring costs or expenses (including any material tax liabilities) which will exceed three per cent (3%) of the amount of such prepayment or it gives rise to a risk of liability for the entity concerned or its directors or officers; or

(iv) it will give rise to a risk of liability for a member of the Group and/or its officers or directors (or gives rise to a risk of breach of fiduciary or statutory duties by any director or officer or a risk of personal liability),

then such prepayment shall not be required to be made, subject to an obligation to use other Group cash which is not subject to similar restrictions to prepay an equivalent amount where the use of such cash would not be materially prejudicial to overall Group liquidity or the availability of Group liquidity to members of the Group requiring funds.

(j) Notwithstanding the above, no member of the Group shall be required to make any prepayment of the Facilities pursuant to Clause 12.2 (Disposal), Clause 12.3 (Excess Cash Flow) or Clause 23 (Guarantees and Indemnity) if the Release Condition has been satisfied (provided that, for the avoidance of doubt, if the Release Condition will be satisfied only following a prepayment pursuant to Clause 12.2 (Disposal), Clause 12.3 (Excess Cash Flow) or Clause 23 (Guarantees and Indemnity), such prepayment shall be required to the extent necessary to satisfy the Release Condition).

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(k) Notwithstanding anything to the contrary in this Agreement, in the event any Disposal Proceeds are received by any member of the Group the entire issued share capital of which (or any other ownership interest in) is not owned directly or indirectly by the Company, the amount required to be applied in prepayment pursuant to this Agreement in respect of such proceeds (after taking account of all applicable exceptions and exclusions but without double counting any such deduction) shall be further reduced by a percentage equal to the percentage of the share capital of (or other ownership interests in) that member of the Group which is not held by directly or indirectly by the Company.

(l) Notwithstanding anything to the contrary in any Finance Document (including this Clause 12 (Mandatory Prepayment)):

(i) provided that no Event of Default is continuing at the time any member of the Group commits to making such prepayment, if the Consolidated Net Leverage Ratio is equal to or less than 4.55:1.00 (adjusted as if any relevant prepayment and/or other application had taken place on the last day of the applicable Relevant Period and assuming that all relevant holders of Financial Indebtedness accept that prepayment and/or other application), the amount required to be applied in prepayment pursuant to Clause 12.2 (Disposal) (other than the amount of any Disposal Proceeds in respect of a Disposal of a Principal Brand) or Clause 12.3 (Excess Cash Flow) may be reduced at the election of the Company by any amount instead applied in directly or indirectly permanently reducing the amount of any other Financial Indebtedness of any member of the Group which is term debt ranking junior to the Term Facilities and which is secured by the Transaction Security provided that the amount applied against the Term Facilities and any other indebtedness ranking pari passu with the Term Facilities may not be less than a pro rata share of the relevant prepayment amount (with such pro rata entitlement to be calculated on the basis of the aggregate outstanding principal amount of the Term Facilities and the indebtedness ranking pari passu with the Term Facilities compared to the aggregate outstanding principal amount of the indebtedness permitted under this Agreement which ranks junior to the Term Facilities and is secured by the Transaction Security at the relevant time and provided further that, for this purpose only, any prepayment amount waived by a Lender shall be deemed to have been applied against the relevant Term Facility);

(ii) provided that no Event of Default is continuing at the time any member of the Group commits to making such prepayment, if the Consolidated Net Leverage Ratio is equal to or less than 4.30:1.00 (adjusted as if any relevant prepayment and/or other application had taken place on the last day of the applicable Relevant Period and assuming that all relevant holders of Financial Indebtedness accept that prepayment and/or other application), the amount required to be applied in prepayment pursuant to Clause 12.2 (Disposal) (other than the amount of any Disposal Proceeds in respect of a Disposal of a Principal Brand) or Clause 12.3 (Excess Cash Flow) shall be reduced by any amount instead applied in directly or indirectly permanently reducing the amount of any other Financial Indebtedness of any member of the Group (including without limitation, Permitted Alternative Debt, Refinancing Debt and/or Permitted Acquired Indebtedness, in each case to the extent that such application is not prohibited by the terms of this Agreement).

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(m) Any application made in accordance with this Clause 12.5 will satisfy in full all applicable prepayment obligations contemplated by this Clause 12 (Mandatory Prepayment). For the avoidance of doubt, any prepayment obligation under this Agreement in respect of Excess Cash Flow, any disposal proceeds or any other amounts (each a Prepayment Amount) shall be reduced to the extent that any part of the relevant Prepayment Amount is applied in accordance with any of the provisions above against (or otherwise to reduce) any other Financial Indebtedness of any member of the Group (in each case to the extent that such application is not prohibited by the terms of this Agreement).

(n) There shall be no requirement to apply any amount required to be applied in prepayment of the Facilities pursuant to Clause 12.2 (Disposal) or Clause 12.3 (Excess Cash Flow) in prepayment of any Revolving Facility.

(o) If any Term Loans are prepaid in accordance with Clause 11.4 (Voluntary prepayment of Term Loans) then:

(i) the Company may, by giving not less than 3 (three) Business Days’ notice to the Agent, select in the case of a Term Facility, which Borrower or Borrowers (if more than one) under that Term Facility shall effect repayment of each Loan; or

(ii) if the Company does not make an election under this paragraph, each Borrower shall effect such repayment on a pro rata basis.

12.6 Right to Refuse Prepayment

(a) The Company shall notify the Lenders as soon as practicable of:

(i) any proposed prepayment of Term Loans under Clause 12.2 (Disposal) or Clause 12.3 (Excess Cash Flow); and

(ii) if it intends the terms of this Clause 12.6 to apply to such prepayment,

whereupon the Agent shall notify the Lenders accordingly.

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(b) If, in accordance with paragraph (a) above, the Company specifies that this Clause 12.6 will apply, then:

(i) if a Lender in respect of Facility B or another Term Facility (a Non-Accepting Lender) to which the proposed payment under Clause 12.2 (Disposal) or 12.3 (Excess Cash Flow) would otherwise be made, gives notice to the Agent by 11am on the third Business Day prior to the date on which a prepayment referred to in paragraph (a) above is to be made (or such shorter period as the Company may agree), that Lender will waive its right to receive such prepayment to the extent specified in its notice; and

(ii) if any Non-Accepting Lender delivers any notice under paragraph (i) above, the amount in respect of which that Non-Accepting Lender has waived its right to prepayment may, at the Company’s sole election be retained by the Group, offered to the other Facility B Lenders (pro rata to their respective Facility B Commitments) and/or the creditors in respect of any Refinancing Debt, Permitted Alternative Debt or Permitted Acquired Indebtedness or otherwise applied in any manner not prohibited by this Agreement.

12.7 Excluded proceeds

(a) Where Excluded Disposal Proceeds include amounts which may be intended to be used for a specific purpose within a specified period (as permitted in the definition of Excluded Disposal Proceeds), the Company shall ensure that those amounts are used for that purpose and/or otherwise applied in prepayment of the Facilities in accordance with this Clause 12 (Mandatory Prepayment).

(b) Subject to paragraph (a) above, any proceeds of Disposals and Excess Cash Flow shall, pending potential application for a specific purpose within a specified period (as permitted in the definition of Excluded Disposal Proceeds) or prepayment under the provisions of this Agreement (and without prejudice to any potential future prepayment obligation) be available for use by the Group for any purposes not prohibited by this Agreement.

13. Restrictions

13.1 Notices of Cancellation or Prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 11 (Illegality, Voluntary Prepayment and Cancellation) or Clause 12.6 (Right to Refuse Prepayment) shall (subject to the terms of those Clauses), unless a contrary indication appears in this Agreement, specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. In the event that a Borrower delivers a conditional or revocable notice of voluntary cancellation and/or voluntary prepayment under this Agreement, which it shall be permitted to do, that Borrower shall be liable for any cost, loss or liability reasonably incurred by any Lender as a result of that payment not being made (provided any demand is accompanied by reasonable calculations or details of the amount demanded).

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13.2 Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

13.3 No reborrowing of Term Facilities

Subject to Clause 5.8 (Debt Push Down), no Borrower may reborrow any part of a Term Facility which is prepaid.

13.4 Reborrowing of Revolving Facility

Unless a contrary indication appears in this Agreement, any part of a Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

13.5 Prepayment in accordance with Agreement

No Borrower shall repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

13.6 No reinstatement of Commitments

Subject to Clauses 2.3 (Increase) and 5.8 (Debt Push Down), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

13.7 Agent’s receipt of Notices

If the Agent receives a notice under Clause 11 (Illegality, Voluntary Prepayment and Cancellation) or an election under Clause 12.6(Right to Refuse Prepayment), it shall promptly forward a copy of that notice or election to either the Company or the affected Lender, as appropriate.

13.8 Effect of Repayment and Prepayment on Commitments

Subject to Clause 5.8 (Debt Push Down), if all or part of a participation of a Lender in a Term Loan is repaid or prepaid and is not available for redrawing, that Lender’s Commitment under the relevant Facility shall be reduced and cancelled by an amount equal to the amount repaid or prepaid.

14. Interest

14.1 Calculation of interest – Term Rate Loans

The rate of interest on each Term Rate Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin; and

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(b) the applicable Term Reference Rate.

14.2 Calculation of interest – Compounded Rate Loans

(a) The rate of interest on each Compounded Rate Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i) Margin; and

(ii) Compounded Reference Rate for that day.

(b) If any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, the rate of interest on that Compounded Rate Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

14.3 Payment of interest

(a) The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six Monthly intervals after the first day of the Interest Period).

(b) If the Annual Financial Statements and related Compliance Certificate received by the Agent show a higher or lower Margin should have applied during a certain period then the next payment of interest under the relevant Facility following receipt of the relevant Annual Financial Statements by the Agent shall be increased or reduced (as the case may be) by such amount as is necessary to put the Agent and the Lenders in the position that they should have been in had the appropriate rate of Margin been applied at the time (provided that any such reduction shall only apply to the extent the Lender which received the overpayment of interest remains a Lender as at the date of such adjustment and, with respect to payments to Lenders, such payments shall only apply to Lenders who were participating in the relevant Facility both at the time to which the adjustments relate and the time when the adjustments are actually made).

14.4 Default interest

(a) If the Company or an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall, to the extent permitted by law, accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 1 per cent higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent) (acting reasonably). Any interest accruing under this Clause 14.4 shall be immediately payable by the Company or the Obligor on demand by the Agent.

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(b) If any overdue amount consists of all or part of a Term Rate Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be 1 per cent higher than the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount (other than an amount due by a French Obligor) will be compounded (to the extent permitted under applicable law) with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

14.5 Notification of rates of interest

(a) The Agent shall promptly notify the Lenders and the relevant Borrower (or the Company) of the determination of a rate of interest in respect of a Term Rate Loan. The Agent agrees that if requested in writing by the relevant Borrower (or the Company) it will calculate the nominal and effective per annum rate of interest on the Term Rate Loan outstanding at the time of such request and provide such information to the Borrower promptly following such request.

(b) The Agent shall promptly upon a Compounded Rate Interest Payment being determinable notify:

(i) the relevant Borrower of that Compounded Rate Interest Payment;

(ii) each relevant Lender of the proportion of that Compounded Rate Interest Payment which relates to that Lender’s participation in the relevant Compounded Rate Loan; and

(iii) the relevant Lenders and the relevant Borrower of each applicable rate of interest relating to the determination of that Compounded Rate Interest Payment.

(c) The Agent shall promptly notify the relevant Borrower of each Funding Rate relating to a Loan.

(d) The Agent shall promptly notify the relevant Lenders and the relevant Borrower of the determination of a rate of interest relating to a Loan to which Clause 16.2 (Market Disruption) applies.

(e) This Clause 14.5 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

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14.6 Maximum rate of interest

(a) Notwithstanding anything contained herein to the contrary, a Borrower with its Relevant Jurisdiction in Canada will not be obliged to make any payment of interest or other amounts payable to the Lenders hereunder in excess of the amount or rate that would be permitted by applicable law of its Relevant Jurisdiction or would result in the receipt by the Agent or a Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)). If any provision of this Agreement or any other Finance Document would obligate a Borrower with its Relevant Jurisdiction in Canada to make any payment that is in excess of such amount or rate, then such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows:

(i) first, by reducing the amount or rate of interest required to be paid to such Lender under this Clause 14.5; and

(ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada).

(b) Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the applicable member of the Group shall be entitled, by notice in writing to the Agent, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to the Borrowers with their Relevant Jurisdiction in Canada. Any amount or rate of interest referred to in this Clause 14.6 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Utilisation remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the effective date to the maturity date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the purposes of such determination.

14.7 Compounding of Interest Due by a French Obligor

Any interest due by any French Obligor and unpaid under the Finance Documents (including any default interest accrued pursuant to Clause 14.4 above) shall be compounded on an annual basis in accordance with the provisions of article 1343-2 of the French Civil Code.

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14.8 Switch to Compounded Reference Rate

Subject to Clause 14.10 (Delayed switch for existing Term Rate Loans), on and from the Rate Switch Date for a Rate Switch Currency:

(a) use of the Compounded Reference Rate will replace the use of the applicable Term Reference Rate for the calculation of interest for Loans in that Rate Switch Currency; and

(b) any Loan or Unpaid Sum in that Rate Switch Currency shall be a “Compounded Rate Loan” and Clause 14.2 (Calculation of interest – Compounded Rate Loans) shall apply to each such Loan or Unpaid Sum.

14.9 Switch to Term SOFR

Notwithstanding anything to the contrary in this Agreement, the interest rate applicable to all Utilisations denominated in USD which are outstanding under this Agreement on the 2023 Effective Date (such Utilisations being the Outstanding Utilisations) shall (notwithstanding the amendments made to this Agreement on the 2023 Effective Date) continue to apply until the end of the then current Interest Period applicable to any such Outstanding Utilisation. The Term Reference Rate applicable to any Utilisation denominated in any currency other than EUR for any subsequent Interest Period shall be Term SOFR in accordance with the terms of this Agreement.

14.10 Delayed switch for existing Term Rate Loans

If the Rate Switch Date for a Rate Switch Currency falls before the last day of an Interest Period for a Term Rate Loan in that currency:

(a) that Loan shall continue to be a Term Rate Loan for that Interest Period and Clause 14.1 (Calculation of interest – Term Rate Loans) shall continue to apply to that Loan for that Interest Period;

(b) any provision of this Agreement which is expressed to relate to a Compounded Rate Currency shall not apply in relation to that Loan for that Interest Period; and

(c) on and from the first day of the next Interest Period (if any) for that Loan, that Loan shall be a “Compounded Rate Loan” and Clause 14.2 (Calculation of interest – Compounded Rate Loans) shall apply to that Loan.

14.11 Rate Switch Notice

(a) Provided that no Screen Rate Replacement Event has occurred in respect of the relevant Compounded Reference Rate, the Company may deliver to the Agent a Rate Switch Notice specifying a date on which use of the Compounded Reference Rate will replace the use of the applicable Term Reference Rate for the calculation of interest for Loans in the relevant Rate Switch Currency (a Rate Switch Date).

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(b) Subject to Clause 14.10 (Delayed switch for existing Term Rate Loans), a Rate Switch Notice shall take effect in accordance with its terms on the date on which it is delivered to the Agent, which must be at least 15 calendar days, and not more than 45 calendar days, before the Rate Switch Date contained in the Rate Switch Notice.

14.12 Notifications by Agent

(a) The Agent shall, promptly upon becoming aware of the occurrence of the Rate Switch Date for a Rate Switch Currency, notify the relevant Lenders of that occurrence.

(b) The Agent shall promptly provide to the relevant Finance Parties any document provided to it by the Company intended to constitute a Compounded Rate Supplement.

(c) The Agent shall promptly provide to the relevant Finance Parties any document provided to it by the Company intended to constitute a Methodology Supplement.

(d) The Agent shall, promptly upon becoming aware of the occurrence of a Screen Rate Replacement Event, notify the Company and the Lenders of that occurrence. For the avoidance of doubt, the Agent shall not be required to notify the Company or the Lenders of the cessation of USD LIBOR to occur on 30 June 2023.

14.13 Effective Global Rate

(a) The Facility Agent shall provide calculations of the effective global rate to each French Borrower so as to comply with the provisions of articles L. 314-1 to L. 314-5 of the French Consumer Code, article R. 314-1 et seq. of the French Consumer Code and article L. 313-4 of the French Monetary and Financial Code. The French Borrowers and the Lenders acknowledge that the effective global rate for each of the Facilities cannot be determined with certainty at the date of this Agreement since the interest rate applicable to the Facilities is floating and the duration of the Interest Periods may vary from time to time.

(b) Upon its accession to this Agreement, each French Borrower acknowledges that it has received on the date of its accession from the Agent a TEG Letter containing a determination of the TEG, calculated on the basis described above.

(c) The Parties acknowledge that each TEG Letter forms an integral part of this Agreement.

14.14 Interest Act (Canada)

(a) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or any other period of time less than a calendar year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the applicable calendar year in which the same is to be ascertained and divided by 360 or such other period of time, respectively. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement;

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(b) Any provision of this Agreement that would oblige a Canadian Obligor to pay any fine, penalty or rate of interest on any arrears of principal or interest secured by a mortgage on real property or hypothec on immovables that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Canadian Obligor, which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrears.

14.15 Minimum Interest

(a) By entering into this Agreement, the Borrowers and the Swiss Guarantors acknowledge and agree that the Finance Parties have assumed in bona fide that any amounts payable by a member of the Group under any Finance Document are not and will not become subject to any Tax Deduction on account of Swiss Withholding Tax.

(b) Notwithstanding the preceding paragraph, if a Tax Deduction is required by law in respect of any amount payable by a Swiss Guarantor under any Finance Document and should it be unlawful for the relevant Swiss Guarantor to comply with Clause 18.2 (Tax gross-up) for any reason, where this would otherwise be required by the terms of Clause 18.2 (Tax gross-up) then:

(i) the applicable interest rate in relation to that payment shall be the interest rate which would have applied to that payment as provided for by Clause 14.1 (Calculation of interest) divided by 1 minus the rate at which the relevant Tax Deduction is required to be made under Swiss domestic tax law and/or applicable tax treaties (where the rate at which the relevant Tax Deduction is required to be made is for this purpose expressed as a fraction of 1); and

(ii) the Swiss Guarantor shall:

(A) pay the relevant amount at the adjusted rate in accordance with paragraph (i) above;

(I) make the Tax Deduction on the interest so recalculated; and

(B) all references to a rate of interest under the Finance Documents shall be construed accordingly.

(c) To the extent that any amount payable under any Finance Document becomes subject to Swiss Withholding Tax, it is agreed that each relevant Lender and each relevant Swiss Guarantor shall promptly cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate tax authority) to the extent possible and necessary (i) for the Swiss Guarantor to obtain authorisation to make interest payments without them being subject to Swiss withholding tax and (ii) to ensure that any person which is entitled to a full or partial refund under any applicable double taxation treaty is so refunded.

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15. Interest Periods

15.1 Selection of Interest Periods and Terms

(a) A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan is a Term Loan and has already been borrowed) in a Selection Notice.

(b) Each Selection Notice for a Term Loan is irrevocable and must be delivered to the Agent by the Borrower (or the Company on behalf of the Borrower) to which that Term Loan was made not later than the Specified Time.

(c) If a Borrower (or the Company) fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be three Months.

(d) Subject to this Clause 15, a Borrower (or the Company) may select an Interest Period of 1, (other than in respect of Term Rate Loans with EURIBOR or Term SOFR as their Term Reference Rate) 2, 3 or 6 Months or such other period agreed between the Company and the Agent (acting on the instructions of the Majority Lenders in relation to the relevant Loan).

(e) An Interest Period for a Loan shall not extend beyond the Termination Date applicable to its Facility.

(f) Each Interest Period for a Term Loan or (as applicable) an Additional Facility shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

(g) A Revolving Facility Loan has one Interest Period only.

(h) A Borrower (or the Company on its behalf) may select an Interest Period of less than one Month (or less than 3 Months in respect of Facility B):

(i) in relation to a Term Facility if necessary or desirable to implement any interest rate or currency hedging in relation to the Facilities, to facilitate a consolidation of loans in accordance with Clause 15.3 (Consolidation and division of Term Loans) or to align an Interest Period to a Quarter Date; and

(ii) in relation to an Amortising Facility if necessary or desirable to ensure that there are Amortising Facility Loans (with an aggregate Base Currency Amount) equal to or greater than an Amortising Facility Repayment Instalment with an Interest Period ending on an Amortising Facility Repayment Date for an Amortising Facility in order for the Borrowers to make the Amortising Facility Repayment Instalment due on that date.

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(i) Prior to the earlier of (i) completion of syndication of the Facilities in the manner agreed between the Company and the Mandated Lead Arrangers on or prior to the date of this Agreement (as notified by the Mandated Lead Arrangers to the Company) and (ii) the last day of the Certain Funds Period, Interest Periods shall be one or two weeks or such other period as the Company and the Agent (acting reasonably) may agree.

(j) A Borrower (or the Company on its behalf) may not (unless otherwise agreed between the Company and the Agent (acting reasonably)) select an Interest Period for a Term Rate Loan for a duration equal to a (formerly) Quoted Tenor of the Screen Rate applicable to that Term Rate Loan if the administrator of that Screen Rate has permanently ceased to provide such a Screen Rate for that Quoted Tenor (where, at that time, there is no successor administrator to continue to provide such a Screen Rate for that Quoted Tenor).

15.2 Non-Business Days

(a) Other than where paragraph (b) below applies, if an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

(b) If the Loan is a Compounded Rate Loan and there are rules specified as “Business Day Conventions” in the applicable Compounded Rate Terms, those rules shall apply to each Interest Period for that Loan or Unpaid Sum.

15.3 Consolidation and division of Term Loans

(a) If two or more Interest Periods:

(i) relate to Facility B Loans to be made to the same Borrower; and

(ii) end on the same date,

those Facility B Loans will, unless that Facility B Borrower requests to the contrary in a Selection Notice for the next Interest Period or those Loans are denominated in different currencies, be consolidated into, and treated as, a single Facility B Loan on the last day of the Interest Period.

(b) If two or more Interest Periods:

(i) relate to Additional Facility Loans to be made to the same Borrower by the same Lenders under the same Additional Facility which is a Term Facility; and

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(ii) end on the same date,

those Additional Facility Loans will, unless that Additional Facility Borrower requests to the contrary in a Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Additional Facility Loan on the last day of the Interest Period.

(c) Subject to Clause 4.4 (Maximum number of Utilisations), and Clause 5.3 (Currency and amount) if a Borrower (or the Company on its behalf) requests in a Selection Notice that a Term Loan be divided into two or more Term Loans under the relevant Facility, that Term Loan will, on the last day of its Interest Period, be so divided with Base Currency Amounts specified in that Selection Notice, having an aggregate Base Currency Amount equal to the Base Currency Amount of the relevant Term Loan immediately before its division.

(d) For the avoidance of doubt, a consolidation or division of Term Loans effected in accordance with this Clause 15.3 shall neither constitute a novation nor affect any of the security interests created pursuant to the Transaction Security Documents governed by French law.

16. Changes to the Calculation of Interest

16.1 Absence of quotations

(a) Subject to Clause 16.2 (Market disruption), if the Term Reference Rate for any Term Rate Loan (other than a Term Rate Loan denominated in USD) is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable Term Reference Rate, shall be determined on the basis of the quotations of the remaining Reference Banks.

(b) If:

(i) there is no applicable RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Compounded Rate Loan; and

(ii) “Cost of funds will apply as a fallback” is specified in respect of that Loan in the Compounded Rate Terms for that Loan,

then Clause 16.2 (Market disruption) shall apply to that Compounded Rate Loan for the relevant Interest Period.

16.2 Market disruption

(a) If a Market Disruption Event occurs in relation to a Term Rate Loan (other than a Term Rate Loan denominated in USD) for any Interest Period (or this Clause otherwise applies for an Interest Period in relation to a Compounded Rate Loan in accordance with Clause 16.1 (Absence of Quotations) above), then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

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(ii) the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event by: (x) in respect of a Term Rate Loan, close of business on the date falling 2 (two) Business Days after the Quotation Day (or, if earlier, on the date falling 5 (five) Business Days prior to the date on which interest is due to be paid in respect of that Interest Period), and (y) in respect of a Compounded Rate Loan, the Reporting Time for that Loan to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from the Relevant Interbank Market,

provided that, in respect of a Market Disruption Event occurring as a result of sub-paragraph (ii) of that definition in respect of a Term Rate Loan (other than a Term Rate Loan denominated in USD), if (x) the percentage rate per annum notified by a Lender is less than the applicable Term Reference Rate, or (y) a Lender has not notified the Agent of a percentage rate per annum, the cost of that Lender of funding its participation in that Loan for that Interest Period shall be deemed (for the purposes of this paragraph (a)) to be the applicable Term Reference Rate.

(b) In this Agreement, Market Disruption Event means, in respect of a Term Rate Loan denominated in EUR:

(i) at or about noon on the Quotation Day for the relevant Interest Period, EURIBOR is to be determined by reference to the Reference Banks and none or only one of the Reference Banks supplies a rate to the Agent to determine EURIBOR for the relevant currency and Interest Period; or

(ii) if before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 50 per cent of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of the applicable Term Reference Rate.

16.3 Alternative basis of interest or funding

(a) If:

(i) a Market Disruption Event occurs; or

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(ii) in respect of a Compounded Rate Loan, there is no applicable RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Compounded Rate Loan,

and, in either case, the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than 30 (thirty) days) with a view to agreeing a substitute basis for determining the rate of interest.

(b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of the Majority Lenders and the Company, be binding on all Parties.

16.4 Break Costs

(a) In respect of a Term Rate Loan or Unpaid Sum relating to a Term Rate Loan:

(i) subject to Clause 5.8 (Debt Push Down), each Borrower shall, within 3 (three) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum; and

(ii) each Lender shall, together with any demand by the Agent under paragraph (i), provide a certificate confirming the amount of (and giving reasonable details of the calculation of) its Break Costs for any Interest Period in which they accrue, a copy of which shall be provided to the Company.

(b) Break Costs shall not apply to any Compounded Rate Loan.

16.5 Unavailability of Term SOFR

If no Term SOFR is available for the Interest Period of a Term Rate Loan denominated in USD, during such Interest Period, and for the purposes of such Interest Period only, such Term Rate Loan denominated in USD shall constitute a Compounded Rate Loan and Clause 14.2 (Calculation of interest – Compounded Rate Loans) shall apply.

17. Fees

17.1 No deal, No fees

(a) Subject to paragraph (b) below and save as expressly set out in the Commitment Letter, no fees (including arrangement, underwriting, market participation, ticking and commitment fees), commissions, costs or other expenses will be payable unless the Closing Date occurs.

(b) Reasonable and properly incurred legal costs, expenses and disbursements in connection with the drafting and negotiation of the Finance Documents and any other pre-agreed costs or expenses, in each case, up to an amount agreed (if any agreed) between the Mandated Lead Arrangers and the Company (or on its behalf) will be payable by the Company (or on its behalf) even if the Closing Date does not occur.

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17.2 Commitment fee

(a) The Company shall pay (or procure there is paid) to the Agent (for the account of each Lender) a fee in the Base Currency computed at:

(i) the rate of 30 per cent of the applicable Margin on that Lender’s Available Commitment under the Original Revolving Facility for the period commencing on the Closing Date and ending on the last day of the Availability Period applicable to the Original Revolving Facility;

(ii) the rate and for the period (if any) specified in the relevant Additional Facility Notice on that Additional Facility Lenders Available Commitment under the relevant Additional Facility; and

(iii) the rate and for the period (if any) specified in the Refinancing Amendment on the Available Commitment of the Replacement Facility Lenders under the relevant Replacement Facility.

(b) The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period applicable to the Original Revolving Facility or Additional Facility (as applicable), on the last day of the Availability Period applicable to the Original Revolving Facility or Additional Facility and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

(c) No accrued commitment fee shall be payable under sub-paragraph (a)(i) above if the Closing Date does not occur.

(d) No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

17.3 Underwriting fee

The Company shall pay (or procure there is paid) to the Mandated Lead Arrangers an underwriting fee in the amount and at the times agreed in the Fee Letter.

17.4 Ticking fee

The Company shall pay (or procure there is paid) to the Agent for the account of the relevant Lenders a ticking fee in the amount and at the times agreed in the Fee Letter.

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17.5 Agent and Security Agent fees

The Company shall pay (or procure there is paid) to the Agent and the Security Agent (in each case for its own account) a fee in the amount and at the times agreed in a Fee Letter.

17.6 Fees payable in respect of Letters of Credit

(a) The Company or a Revolving Facility Borrower shall pay (or procure there is paid) to the Issuing Bank a fronting fee at the rate of 0.125 per cent. per annum (unless otherwise agreed by the relevant Issuing Bank) on the part of its outstanding exposure under each Letter of Credit requested by it which is counter-indemnified by other Lenders (that are not Affiliates of the Issuing Bank) and which is not cash collateralised, repaid, prepaid or cancelled, for the period from the issue of that Letter of Credit until its Expiry Date (or the date of its repayment, prepayment or cancellation, if earlier).

(b) The Company or each Revolving Facility Borrower for whose account a Letter of Credit is issued shall pay (or procure there is paid) to the Agent (for the account of each Revolving Facility Lender) a Letter of Credit fee in the currency of that Letter of Credit on the outstanding amount of each Letter of Credit (excluding any amount in respect of which cash cover has been provided) requested by it for the period from the issue of that Letter of Credit until the expiry date (or the date of its cancellation then, if earlier). The Letter of Credit fee shall be computed at the rate equal to the applicable Margin for the Revolving Facility. Any such fee shall be distributed according to each Facility Lender’s L/C Proportion of that Letter of Credit.

(c) The fees payable under paragraphs (a) and (b) above shall be payable on each Quarter Date and on the date on which the Total Revolving Facility Commitments are cancelled in full.

(d) If a Borrower provides cash cover in respect of any Letter of Credit each Borrower shall be entitled to withdraw interest accrued on the cash cover to pay the fees described in the paragraphs above.

(e) Each Borrower shall pay to the Issuing Bank (for its own account) an issuance fee in the amount and at the times specified in a Fee Letter.

17.7 Interest, commission and fees on Ancillary Facilities and Fronted Ancillary Facilities

(a) The rate and time of payment of interest, commission, fees and any other remuneration in respect of each Ancillary Facility shall be determined by agreement between the relevant Ancillary Lender and the Borrower of (or its Affiliate which borrows) that Ancillary Facility.

(b) In relation to a Fronted Ancillary Facility:

(i) promptly following each Quarter Date and each date on which a Fronted Ancillary Facility is terminated or cancelled (in whole or part) (a Notice Date), each Fronting Ancillary Lender shall notify the Agent of the average amount outstanding under that applicable Fronted Ancillary Facility for each period starting on the date of the commencement of the relevant Fronted Ancillary Facility, or as applicable the previous Quarter Date, and ending on the next Quarter Date, or as applicable on the date on which such Fronted Ancillary Facility is terminated or cancelled (in whole or part) (each a Fronted Ancillary Facility Fee Period);

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(ii) the Borrower that requested (or on behalf of which the Company requested), or its Affiliate which is the borrower of, the relevant Fronted Ancillary Facility shall pay (or procure that there is paid) to the Agent (for the account of the Fronting Ancillary Lender and each Fronted Ancillary Lender) a fee (the Fronted Ancillary Facility Fee) in relation to each Fronted Ancillary Facility computed at the rate equal to the Margin applicable to a Loan under the Revolving Facility on the aggregate amount of the Ancillary Outstandings under the Fronted Ancillary Facility during each Fronted Ancillary Fee Period (as determined by the Fronting Ancillary Lender in accordance with paragraph (a) above) in the currency of that Fronted Ancillary Facility calculated on an average basis. The accrued Fronted Ancillary Facility Fee shall be payable promptly upon notification by the Agent at any time after each Notice Date;

(iii) the Agent shall distribute each Fronted Ancillary Facility Fee paid under paragraph (b) above to the Fronted Ancillary Lenders and Fronting Ancillary Lender pro rata. A Fronted Ancillary Lender’s and the Fronting Ancillary Lender’s pro rata share of any such fee will be equal to the proportion borne by its Fronted Ancillary Commitment or Fronting Ancillary Commitment to the aggregate of all Fronted Ancillary Commitments and the Fronting Ancillary Commitment under the relevant Fronted Ancillary Facility on the average basis during the applicable Fronted Ancillary Fee Period; and

(iv) the Borrower who requested (or on behalf of which the Company requested), or its Affiliate which is the borrower of, a Fronted Ancillary Facility shall in addition pay to the relevant Fronting Ancillary Lender a fee for acting as Fronting Ancillary Lender and otherwise in such amount as shall be agreed between such Fronting Ancillary Lender and such Borrower (or the Company or Affiliate) based upon its normal market rates and terms.

17.8 Call Premium

If on or prior to the date falling six Months after the Closing Date (but not otherwise) any member of the Group prepays, refinances, substitutes or replaces the whole or any part of any Facility B Loan in connection with any Repricing Transaction, the Company shall, within five Business Days’ of such Repricing Transaction taking effect, pay (or procure the payment of) to the Agent, for the account each applicable Lender (without double counting) a prepayment fee in the Base Currency equal to 1.00% on the aggregate principal amount of that Lender’s participation in the amount of the Facility B Loan which is prepaid, refinanced, substituted or replaced.

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In this clause:

Repricing Transaction means any prepayment, refinancing, substitution or replacement of a Facility B Loan, in whole or in part, with the incurrence by any member of the Group of any new term loan facility to the extent that: (i) the primary purpose of such new term loan facility is to reduce the Yield applicable to the Facility B Loans being prepaid, refinanced, substituted or replaced as of the date of such prepayment, refinancing or replacement (as determined in good faith by the Company); and (ii) such new term loan facility has a Yield (with the comparative determinations to be made by the Company consistent with generally accepted financial practices) that is less than the Yield (as determined by the Company on the same basis) applicable to the Facility B Loans being prepaid, refinanced, substituted or replaced as of the date of such prepayment (including, without limitation, as may effected through any amendment of this Agreement relating to the interest rate floor for, or Margin of, such Facility B Loans) but in each case excluding any new or replacement loans incurred in connection with any initial public offering, Transformative Acquisition or similar investment, Change of Control, Sale or pursuant to or in connection with Clauses 11.8 (Right of prepayment of Non-Consenting Lender) and 41.5 (Replacement of Lender).

Transformative Acquisition means an acquisition by a member of the Group that either:

(a) is not permitted by the terms of the Finance Documents immediately prior to the consummation of such acquisition; or

(b) if permitted by the terms of the Finance Documents immediately prior to the consummation of such acquisition, the Finance Documents would not provide the Group with adequate flexibility for the continuation and/or expansion of their combined operations following such consummation, as determined by the Company acting in good faith.

17.9 Defaulting Lenders

Unless otherwise agreed in writing by the Company and notwithstanding anything to the contrary in the Finance Documents no commitment fee or ticking fee shall accrue (or be payable) on the Available Commitment of a Lender whilst that Lender is a Defaulting Lender.

17.10 Limitation on Target Group

Until the Control Date, no member of the Target Group shall be responsible for the payment of any fees, costs or expenses payable in connection with the Facilities and any other amounts which have been made available to it whether following debt push down or otherwise, save that such member shall be responsible for any fees, costs and expenses in connection with any Loan utilised by a member of the Target Group.

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18. Taxes

18.1 Tax Definitions

In this Agreement:

Borrower DTTP Filing means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant UK Borrower, which:

(a)            where it relates to a UK Treaty Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender's name in Part II of Schedule 1 (The Original Parties), and is filed with HM Revenue & Customs within 30 days of the date on which that UK Borrower becomes an Additional Borrower; or

(b)            where it relates to a UK Treaty Lender that is not an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the documentation which it executes on becoming a Party as a Lender; and

(i)           where the UK Borrower is a Borrower as at the date on which that UK Treaty Lender becomes a Party as a Lender, is filed with HM Revenue & Customs within 30 days of that date; or

where the UK Borrower is not a Borrower as at the date on which that UK Treaty Lender becomes a Party as a Lender, is filed with HM Revenue & Customs within 30 days of the date on which that UK Borrower becomes an Additional Borrower.

Borrower Tax Jurisdiction means the jurisdiction in which the relevant Borrower is incorporated.

Canadian Qualifying Lender means, in respect of any particular payment to be made by a particular Canadian Tax Obligor under a Finance Document, any Lender, except a Lender where such payment would be subject to a Tax Deduction that is withholding tax under Part XIII of the Canadian Tax Act (x) by reason of such Lender not dealing at arm's length with such Canadian Tax Obligor for purposes the Canadian Tax Act, (y) by reason of such payment being in respect of a debt or other obligation to pay an amount to a Finance Party with whom a Canadian Tax Obligor does not deal at arm’s length (within the meaning of the Canadian Tax Act) or (z) by reason of such Lender being, or not dealing at arm's length with, a "specified shareholder" of such Canadian Tax Obligor for purposes of subsection 18(5) of the Canadian Tax Act (other than where the non-arm's length relationship arises, or where the Lender is a "specified shareholder", or does not deal at arm's length with a "specified shareholder", in connection with or as a result of the Lender having become a party to, received or perfected a security interest under, performed its obligations under or received or enforced any rights under, a Finance Document).

Canadian Tax Act means the Income Tax Act (Canada) and the regulations thereunder.

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Canadian Tax Borrower means a Borrower that is resident or deemed to be resident in Canada for purposes of the Canadian Tax Act.

Canadian Tax Obligor means an Obligor that is resident or deemed to be resident in Canada for purposes of the Canadian Tax Act.

Change of Law means any change which occurs after the date of this Agreement or, if later, after the date on which the relevant Lender became a Lender pursuant to this Agreement (as applicable) in any law, regulation or treaty (or in the interpretation, administration or application of any law, regulation or treaty) or any published practice or published concession of any relevant tax authority other than: (i) a change in a Relevant Covered Tax Agreement (or the interpretation, administration or application of a Relevant Covered Tax Agreement) that occurs pursuant to the MLI and in accordance with MLI Reservations or MLI Notifications made by (on the one hand) the MLI Lender Jurisdiction and (on the other hand) the MLI Borrower Jurisdiction (including, in circumstances where a MLI Reservation is made pursuant to either subparagraph (a) of Article 7(15) or Article 7(16) of the MLI) where each relevant MLI Reservation or MLI Notification satisfies the MLI Disclosure Condition; or (ii) the United Kingdom ceasing to be a member state of the European Union as a consequence of the notification given by it on 29 March 2017 of its intention to exit the European Union pursuant to Article 50 of the Treaty on European Union.

Exempt Lender means a Lender:

(a)           which is a company which is not resident in the United Kingdom for United Kingdom tax purposes;

(b)           which is entitled to sovereign immunity from direct taxation in the United Kingdom and is thereby entitled to receive payments of interest without withholding or deduction for or on account of United Kingdom taxation; and

(c)           in respect of which the Borrower has received an Exempt Lender Confirmation and such Exempt Lender Confirmation remains valid and has not expired, been withdrawn or otherwise ceased to have effect.

Exempt Lender Confirmation means a letter, direction or other communication of similar effect from HM Revenue & Customs to the Borrower confirming that such Exempt Lender is entitled to receive payments of interest from the Borrower without withholding or deduction for or on account of United Kingdom taxation.

Finnish Borrower means a Borrower incorporated in Finland.

Finnish Qualifying Lender means a Lender which is:

(a)            a Treaty Lender in respect of a Finnish Borrower; or

(b)            otherwise entitled to a full exemption from tax imposed by Finland on interest under a Finance Document.

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French Qualifying Lender means a Lender which:

(a)            fulfils the conditions imposed by French Law in order for a payment of interest not to be subject to (or as the case may be, to be exempt from) any Tax Deduction; or

(b)            is a Treaty Lender in respect of a French Borrower.

German Borrower means a Borrower incorporated in Germany.

German Qualifying Lender means a Lender which is:

(a)            tax resident in Germany;

(b)            lending through a Facility Office in Germany;

(c)            a Treaty Lender in respect of a German Borrower; or

(d)            Canada Pension Plan Investment Board or any wholly-owned (direct or indirect) subsidiary of Canada Pension Plan Investment Board.

MLI means the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting of 24 November 2016.

MLI Borrower Jurisdiction means the jurisdiction in which the relevant Borrower is treated as resident for the purposes of the Relevant Covered Tax Agreement.

MLI Disclosure Condition means the freely accessible publication of the relevant MLI Reservation or MLI Notification on the OECD website (to the extent that such MLI Reservation or MLI Notification has not been withdrawn or superseded and taking into account any applicable amendments) no later than 10 Business Days prior to the date of this Agreement where the relevant Lender is an Original Lender, or no later than 10 Business Days prior to the date on which the relevant Lender became a Lender pursuant to this Agreement where the relevant Lender is not an Original Lender.

MLI Lender Jurisdiction means the jurisdiction in which the relevant Lender is treated as resident for the purposes of the Relevant Covered Tax Agreement.

MLI Notification means a notification validly made pursuant to Article 29 of the MLI.

MLI Reservation means a reservation validly made pursuant to Article 28 of the MLI.

Protected Party means a Finance Party which is subject to a liability or required to make a payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

Qualifying Lender means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(a)            in respect of amounts payable by a Canadian Tax Borrower, is a Canadian Qualifying Lender;

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(b)            in respect of amounts payable by a Finnish Borrower, is a Finnish Qualifying Lender;

(c)            in respect of amounts payable by a French Borrower, is a French Qualifying Lender;

(d)            in respect of amounts payable by a German Borrower, is a German Qualifying Lender;

(e)            in respect of amounts payable by a Swedish Borrower, is a Swedish Qualifying Lender;

(f)            in respect of amounts payable by a UK Borrower, is a UK Qualifying Lender; or

(g)            in respect of amounts payable by a US Borrower, is a US Qualifying Lender.

Relevant Covered Tax Agreement means a Covered Tax Agreement (as such term is defined under Article 2(1)(a) of the MLI) the parties to which are the MLI Lender Jurisdiction and the MLI Borrower Jurisdiction.

Swedish Borrower means a Borrower incorporated under the laws of Sweden, resident for Tax purposes in Sweden, or conducting business in Sweden through a permanent establishment.

Swedish Qualifying Lender means, in relation to a Swedish Borrower, a Lender which is:

(a)            a Lender to which, pursuant to an exemption provided for under the laws of Sweden or otherwise, interest may be free of withholding or deduction on account of Tax: or

(b)            a Treaty Lender in respect of a Swedish Borrower.

Tax Credit means a credit against, refund of, relief or remission for, or repayment of any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

Tax Confirmation means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a)            a company resident in the United Kingdom for United Kingdom tax purposes;

(b)            a partnership each member of which is:

(i)             a company so resident in the United Kingdom; or

(ii)            a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

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(c)            a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 18.2 (Tax Gross Up) or a payment under Clause 18.3 (Tax Indemnity).

Treaty Challenge means a withdrawal or dispute of, or challenge to, the Treaty Lender status of a Lender by a relevant tax authority, on the basis that a principal purpose test is failed, the Lender is not beneficially entitled to interest payable to that Lender under a Finance Document, or the Lender is not a qualified person under a limitation of benefits clause.

Treaty Lender means:

(a)            in respect of a payment by or in respect of a Borrower other than a UK Borrower under a Finance Document, a Lender which is beneficially entitled to interest payable by that Borrower in respect of an advance under a Finance Document and:

(i)             is treated as a resident of the relevant Treaty State for the purposes of the relevant Treaty;

(ii)            does not carry on a business in the relevant Borrower Tax Jurisdiction through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; and

(iii)           fulfils any other conditions which must be fulfilled under the relevant Treaty in order to benefit from full exemption from Tax imposed by the relevant Borrower Tax Jurisdiction on interest payments such that any payment of interest may be made by the relevant Borrower to that Lender without incurring a Tax Deduction, including the completion of any necessary procedural formalities; and

(b)            in respect of a payment by or in respect of a UK Borrower under a Finance Document, a Lender which is beneficially entitled to interest payable by that Borrower in respect of an advance under a Finance Document and:

(i)             is treated as a resident of the relevant Treaty State for the purposes of the relevant Treaty;

(ii)            does not carry on a business in the relevant Borrower Tax Jurisdiction through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; and

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(iii)           fulfils any other conditions which must be fulfilled under the relevant Treaty in order to benefit from full exemption from Tax imposed by the relevant Borrower Tax Jurisdiction on interest payments such that any payment of interest may be made by the relevant Borrower to that Lender without incurring a Tax Deduction, including the completion of any necessary procedural formalities,

provided that if a Lender:

(A)            is treated as a partnership and disregarded for United States federal income tax purposes; and

(B)            each partner in such partnership is a person or entity (which, for the avoidance of doubt, can include a pension scheme), which would, if it were itself a Lender, fall within the definition of UK Treaty Lender (ignoring this proviso) by virtue of the application of the Treaty between the United States and the United Kingdom,

such partnership (a US Tax Transparent Lender) shall be regarded as a Treaty Lender provided it holds a valid passport under the HMRC DT Treaty Passport scheme.

Treaty State means, in respect of a payment by or in respect of a Borrower, a jurisdiction having a double taxation agreement (a Treaty) in force with the relevant Borrower’s Borrower Tax Jurisdiction which makes provision for full exemption from Tax imposed by that jurisdiction on interest.

UK Qualifying Lender means:

(a)            a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(i)            a Lender:

(A)           which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or

(B)            in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

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(ii)            a Lender which is:

(A)            a company resident in the United Kingdom for United Kingdom tax purposes;

(B)            partnership each member of which is:

(I)            a company so resident in the United Kingdom; or

(II)            a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(C)            a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company;

(iii)            a UK Treaty Lender; or

(b)            a Lender which is a building society (as defined for the purpose of section 880 of the ITA) making an advance under a Finance Document; or

(c)            an Exempt Lender.

UK Treaty Lender means a Treaty Lender falling within paragraph (b) of the definition of “Treaty Lender” above.

US Qualifying Lender means in respect of payments of interest by a US Borrower, a Lender which is:

(a)            a “United States person” within the meaning of section 7701(a)(30) of the Internal Revenue Code;

(b)            engaged through a US office in a US trade or business with which such interest is “effectively connected” within the meaning of the Internal Revenue Code;

(c)            entitled to treat such payments as payments of “portfolio interest” within the meaning of Section 871(h) or Section 881(c) of the Internal Revenue Code;

(d)            a Treaty Lender with respect to a US Borrower; or

(e)            otherwise entitled to receive such payments without deduction or withholding of any United States federal Tax (excluding FATCA),

and in the case of a Lender that is not treated as the beneficial owner of the payment (or a portion thereof) under the Internal Revenue Code, the term “US Qualifying Lender” shall mean the person who is so treated as the beneficial owner of the payment (or portion thereof).

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Unless a contrary indication appears, in this Clause 18 (Taxes) a reference to determines or determined means a determination made in the discretion of the person making the determination acting reasonably and in good faith.

18.2 Tax Gross Up

(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b) The Company shall promptly upon becoming aware that a Tax Deduction must be made by or on behalf of an Obligor (or that there is a change in the rate or the basis of any Tax Deduction) notify the Agent accordingly. Similarly, a Lender or Issuing Bank shall promptly notify the Agent on becoming so aware in respect of a payment payable to that Lender or Issuing Bank. If the Agent receives such notification from a Lender or Issuing Bank it shall notify the Company and that Obligor.

(c) Subject to the limitations and exclusions herein, if a Tax Deduction is required by law to be made by or on behalf of an Obligor, the amount of the payment due from that Obligor under a Finance Document shall be increased to an amount which, after any Tax Deductions, leaves an amount equal to the payment which would have been due had no Tax Deduction been required.

(d) A payment by a Borrower shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the relevant Borrower Tax Jurisdiction if, on the date the payment falls due:

(i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender in respect of such Borrower, but on that date that Lender is not or has ceased to be a Qualifying Lender in respect of such Borrower, other than as a result of any Change of Law; or

(ii) the relevant Lender is a Treaty Lender in respect of such Borrower (or, in the case of a Lender in respect of a Canadian Borrower, any Lender) and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without a Tax Deduction had that Lender complied with its obligations under paragraph (g), (h) or (l) below; or

(iii) in respect of a payment by a US Borrower, the relevant Lender is a US Qualifying Lender and the payment could have been made to the relevant Lender without a Tax Deduction had that Lender complied with its obligations under paragraph (k) below; or

(iv) in respect of a payment by a UK Borrower, the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender and:

(A) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a Direction) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Company a certified copy of that Direction; and

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(B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(v) in respect of a payment by a UK Borrower, the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender and:

(A) the relevant Lender has not given a Tax Confirmation to the Company; and

(B) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an "excepted payment" for the purpose of section 930 of the ITA; or

(vi) such Tax Deduction is imposed solely because this payment is made to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction.

(e) If an Obligor is required to make a Tax Deduction that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed by law and in the minimum amount required by law.

(f) Within 30 (thirty) days after making either a Tax Deduction or a payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction or payment shall deliver to the Agent for the relevant Finance Party entitled to the payment, evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been made to the relevant tax authority.

(g)

(i) Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled, shall co-operate in completing or assisting with the completion of any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction and maintain that authorisation where an authorisation expires or otherwise ceases to have effect.

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(ii)

(A) A UK Treaty Lender which is an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part II of Schedule 1 (The Original Parties); and

(B) a UK Treaty Lender which is not an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as a Lender,

and, having done so, that Lender shall be under no obligation pursuant to paragraph (i) above in respect of a UK Borrower.

(h) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii) above and:

(i) a UK Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or

(ii) a UK Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but:

(A) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or

(B) HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing,

and in each case, the UK Borrower has notified that Lender in writing, that Lender and the UK Borrower shall co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorisation to make that payment without a Tax Deduction.

(i) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above, no UK Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender's Commitment(s) or its participation in any Loan unless the Lender otherwise agrees.

(j) A UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Lender.

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(k) Each Lender extending a Loan or Commitment to a US Borrower, to the extent it is legally entitled to do so, shall (i) on or prior to the date on which a US Borrower becomes a Party to this Agreement or, if later, the date on which such Lender becomes a Lender under this Agreement if, on that date, a US Borrower is a Party to this Agreement, and (ii) upon reasonable request by the Agent or a US Borrower, deliver to the Agent and each US Borrower an executed copy of a properly completed Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W- 8ECI, Form W-8EXP, Form W-8IMY (with all required attachments) or Form W-9, as applicable, as will demonstrate, in accordance with applicable regulations, that payments of interest by a US Borrower pursuant to this agreement will be exempt from United States federal withholding taxes, including, in the case of each Treaty Lender with respect to the United States providing a Form W-8BEN or Form W- 8BEN-E, a claim for the benefits of the applicable Treaty in part II of the Form W-8BEN or part III of the Form W-8BEN-E. Each Lender claiming exemption from withholding under the portfolio interest exemption shall deliver to each US Borrower a statement certifying that such Lender is not a person described in section 871(h)(3)(B) or section 881(c)(3) of the Internal Revenue Code. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the US Borrower in writing of its legal inability to do so.

(l) Each Lender to a Canadian Tax Borrower that is entitled to an exemption from or reduction of any withholding Tax with respect to any payment made under any Finance Document as a result of such Lender being entitled to the benefits of a Treaty shall deliver to the Agent and such Canadian Tax Borrower, at the time or times reasonably requested by such Canadian Tax Borrower or the Agent, such properly completed and executed documentation as the Canadian Tax Borrower or the Agent may reasonably request to permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgement such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(m) A Treaty Lender shall as promptly as practicable notify the Agent or the Company on becoming aware of a Treaty Challenge or of a reasonably foreseeable Treaty Challenge. If the Agent receives such notification from a Lender it shall promptly notify the Obligors. Similarly, the Obligors shall as promptly as practicable notify the Agent on becoming so aware in respect of any Treaty Lender.

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(n) If the Agent or the Company receives notification of a Treaty Challenge, or of a reasonably foreseeable Treaty Challenge, an Obligor shall be entitled to treat the Lender as if it were not a Treaty Lender, and the Obligor shall be entitled to make Tax Deductions in respect of payments to the Lender and shall not be required to increase the payment to the Lender under paragraph (c) above. The Obligor shall be entitled to treat the Lender as if it were not a Treaty Lender until such time that the Obligor receives authorisation from the relevant tax authority to make payments to the Lender without a Tax Deduction or other evidence reasonably satisfactory to the Obligor (acting reasonably) that the Lender is a Treaty Lender.

(o) In the event of the notification of a Treaty Challenge, or of a reasonably foreseeable Treaty Challenge, an Obligor shall act reasonably, consult with the Lender, and obtain advice from appropriately qualified Tax counsel in the relevant jurisdiction(s).

18.3 Tax Indemnity

(a) The Company shall, within 3 (three) Business Days of demand by the Agent, pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party (including where such Finance Party is a US Tax Transparent Lender, members of such a US Tax Transparent Lender):

(A) under the laws of the jurisdiction (or any political subdivision thereof) in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes or as having a permanent establishment for tax purposes through which it has negotiated or manages or administers its participation in the Facilities;

(B) under the laws of the jurisdiction (or any political subdivision thereof) in which that Finance Party’s Facility Office or other permanent establishment is located in respect of amounts received or receivable in that jurisdiction (within the meaning of the OECD Model Tax Convention); or

(C) under the laws of the Netherlands to the extent such Tax becomes payable as a result of such Lender having a substantial interest (aanmerkelijk belang) in a Borrower as laid down in the Netherlands Income Tax Act 2001 (Wet inkomstenbelasting 2001),

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party (including where such Finance Party is a US Tax Transparent Lender, members of such a US Tax Transparent Lender); or

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(ii) if and to the extent that a loss, liability or cost:

(A) is compensated for by an increased payment pursuant to Clause 18.2 (Tax Gross Up);

(B) (x) would have been so compensated but was not so compensated solely because any of the exclusions in paragraph (d) of Clause 18.2 (Tax Gross Up)) applied or (y) is a Tax payable pursuant to Part XIII of the Canadian Tax Act by a Finance Party that is a “registered non-resident insurer” (within the meaning of the Canadian Tax Act), provided that paragraph (d) of Clause 18.2 (Tax Gross Up) would have precluded compensation in respect of such Tax had the Finance Party been a nonresident of Canada other than a registered non-resident insurer;

(C) relates to a FATCA Deduction required to be made by a Party;

(D) is compensated for by Clause 18.6 (Stamp taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or

(E) (for the avoidance of doubt) is suffered or incurred in respect of any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy).

(c) A Protected Party making, or intending to make, a claim under paragraph (a) of Clause 18.3 (Tax Indemnity) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent will notify the Company.

(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 18.3 (Tax Indemnity), notify the Agent.

18.4 Tax Credits

If an Obligor makes a Tax Payment and the relevant Finance Party determines that;

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

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(b) that Finance Party or an Affiliate of that Finance Party, which is a member of that Finance Party’s tax group or a similar tax consolidation scheme (a Tax Group Member) has obtained and utilised that Tax Credit,

the Finance Party shall as soon as reasonably practicable upon the utilisation of any Tax Credit pay an amount to the Obligor which that Finance Party determines will leave it or any Tax Group Member (after that payment) in the same after-Tax position as it or any Tax Group Member would have been in had the Tax Payment not been required to be made by the Obligor.

18.5 Lender Status Confirmation

(a) Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate and confirm to the Agent and the Obligors, in the Transfer Certificate, the Assignment Agreement, the Increase Confirmation or the Additional Facility Lender Accession Notice which it executes on becoming a Party which of the following categories it falls in, in respect of each Borrower under any Facility it will become a Lender in respect of:

(i) not a Qualifying Lender;

(ii) a Qualifying Lender (other than a Treaty Lender); or

(iii) a Treaty Lender.

(b) Upon written request of the Company to an Original Lender (such request to be given no later than 30 days after the Closing Date), that Original Lender shall indicate, before the next interest payment date and without liability to any Obligor, in which of the following categories it falls, in respect of each Borrower under each Facility it is a Lender in respect of:

(i) not a Qualifying Lender;

(ii) a Qualifying Lender (other than a Treaty Lender); or

(iii) a Treaty Lender.

(c) If an Original Lender, a New Lender, an Increase Lender or an Additional Facility Lender fails to indicate its status in respect of any Borrower in accordance with this Clause 18.5 then such Original Lender, New Lender, Increase Lender or Additional Facility Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender (until such time as it notifies the Agent or the Company in the case of an Original Lender which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate, Assignment Agreement, Increase Confirmation or Additional Facility Lender Accession Notice shall not be invalidated by any failure of a Lender to comply with this Clause 18.5.

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18.6 Stamp taxes

The Borrower shall (or shall procure that an Obligor will) pay and, within 3 (three) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration, documentary, excise, property transfer and other similar Taxes payable in respect of any Finance Document except for (A) any such Tax payable in respect of an assignment, novation, transfer or sub-participation of a Loan (or part thereof) by that Finance Party unless such assignment, novation, transfer or sub-participation (i) is entered into at the request of a Borrower (or the Company on its behalf) or (ii) occurs following an Event of Default which is continuing, or (B) pursuant or to the extent that such stamp duty, registration, documentary, excise, property transfer or other similar Tax becomes payable upon a voluntary registration or action made by any Party if such registration or action is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such Party or obligations of any Party under a Finance Document.

18.7 VAT

(a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any amounts in respect of VAT which is chargeable on that supply; and accordingly, subject to paragraph (b) below; if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying the consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

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(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party shall reimburse or indemnify (as the case may be) the Finance Party against any VAT incurred by the Finance Party in respect of the costs or expenses, to the extent that the Finance Party reasonably determines that neither it nor any group of which it is a member for VAT purposes is entitled to credit or receive repayment in respect of the VAT from the relevant tax authority.

(d) Any reference in Clause 18.7 (VAT) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or any other similar provision in any jurisdiction which is not a member state of the European Union)) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

(e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

18.8 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Company and the Agent) and the Agent shall notify the other Finance Parties.

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18.9 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within 10 (ten) Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e) If a Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within 10 (ten) Business Days of:

(i) where an Original Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii) where a Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date;

(iii) the date a new US Tax Obligor accedes as a Borrower; or

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(iv) where a Borrower is not a US Tax Obligor, the date of a request from the Agent,

supply to the Agent:

(A) a withholding certificate on Internal Revenue Service Form W-8, Form W-9 or any other relevant form; or

(B) any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f) The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower.

(g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

(h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.

19. Increased Costs

19.1 Increased costs

(a) Subject to Clause 19.3 (Exceptions) the Borrower shall, within 5 (five) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or treaty after the date of this Agreement (or, if later, and unless at such time the Majority Lenders are making a claim pursuant to this Clause, the date it became a Party) or (ii) compliance with any law or regulation or treaty made after the date of this Agreement (or, if later, the date it became a Party) or (iii) the implementation or application of, or compliance with, Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

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(b) In this Agreement:

Increased Costs means:

(a)            a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(b)            an additional or increased cost; or

(c)            a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or an Ancillary Commitment, Fronted Ancillary Commitment or Fronting Ancillary Commitment or providing an Additional Facility Notice or funding or performing its obligations under any Finance Document.

19.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 19.1 (Increased costs) shall notify the Agent or the Company of the event giving rise to the claim, following which the Agent shall promptly notify the Company.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate addressed to the Company giving reasonable details of the circumstances giving rise to such claim and the calculation of the Increased Cost and certifying:

(i) the amount of its Increased Costs; and

(ii) that it is its policy to seek to recover such Increased Costs to a similar extent from similar borrowers in relation to similar existing facilities; and

(iii) that it had not already taken such Increased Costs into account as part of its fees and pricing in connection with the relevant Facilities.

(c) A Finance Party may not make a claim pursuant to Clause 19.1 (Increased costs) in respect of an Increased Cost attributable to Basel III or CRD IV or any other law or regulation which implements Basel III or CRD IV to the extent that it was or reasonably should have been aware of that Increased Cost on the date on which it became a Finance Party under this Agreement.

19.3 Exceptions

(a) Clause 19.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) attributable to a FATCA Deduction required to be made by a Party;

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(iii) compensated for by Clause 18.3 (Tax Indemnity) or would have been compensated for under Clause 18.3 (Tax Indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 18.3 (Tax Indemnity) applied);

(iv) compensated for by Clause 18.6 (Stamp taxes) or Clause 18.7 (VAT) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied);

(v) (for the avoidance of doubt) suffered or incurred in respect of any Bank Levy (or any payment attributable to, or any liability arising as a consequence of, a Bank Levy);

(vi) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment to Basel II arising out of Basel III (as defined in paragraph (c) below) (Basel II) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates) but excluding any Increased Cost attributable to Basel III or CRD IV or any other law or regulation which implements Basel III or CRD IV;

(vii) attributable to the breach by the Finance Party making such claim of any law, regulation or treaty or the terms of any Finance Document;

(viii) attributable to any penalty having been imposed by the relevant central bank or monetary or fiscal authority upon the Finance Party (or any Affiliate of it) making such claim by virtue of its having exceeded any country or sector borrowing limits or breached any directives imposed upon it; or

(ix) not notified to the Agent or the Company in accordance with paragraph (a) of Clause 19.2 (Increased cost claims) above.

(b) In this Clause 19.3 reference to a Tax Deduction has the same meaning given to the term in Clause 18.1 (Tax Definitions).

(c) In this Agreement:

Basel III means:

(i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework or more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision on 16 December 2010, each as amended, supplemented or restated;

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(ii) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(iii) any further guidance or standards published by the Basel Committee on Banking Supervision relating to Basel III.

CRD IV means:

(i) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

(ii) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

20. Other Indemnities

20.1 Currency indemnity

(a) If any sum due from the Company or an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

(i) making or filing a claim or proof against the Company or that Obligor; or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Company or that Obligor shall as an independent obligation, within 5 (five) Business Days of demand, indemnify the Mandated Lead Arrangers and each other Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person (acting reasonably and in good faith) at the time of its receipt of that Sum provided that if the amount produced or payable as a result of the conversion is greater than the relevant Sum due, the relevant Finance Party will, unless a Declared Default has occurred and is continuing, refund any such excess amount to the relevant Obligor.

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(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

20.2 Other indemnities

(a) The Company shall (or shall procure that an Obligor will subject to the applicable Guarantee Limitations), within 5 (five) Business Days of demand (which demand shall be accompanied by reasonable calculations or details of the amount demanded) indemnify the Mandated Lead Arrangers and each other Secured Party against any cost, loss or liability incurred by it as a result of:

(i) the occurrence of any Event of Default;

(ii) a failure by the Company or an Obligor to pay any amount due under a Finance Document on its due date, including, any cost, loss or liability arising as a result of Clause 34 (Sharing among the Finance Parties);

(iii) funding, or making arrangements to fund, its participation in a Utilisation requested by a Borrower (or the Company) in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

(iv) issuing or making arrangements to issue a Letter of Credit requested by the Company or a Borrower in a Utilisation Request but not issued by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(v) any prepayment payable by any Borrower under the Finance Documents not being paid after irrevocable notice of such prepayment has been made to the Agent.

(b) The Company shall within 10 (ten) Business Days of demand indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each an Indemnified Person), against any cost, loss, liability or expense (limited, in the case of legal fees and expenses, to one counsel to such Indemnified persons taken as a whole and in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons similarly situated, taken as a whole (and if reasonably necessary one local counsel in any relevant jurisdiction)) incurred by that Indemnified Person in connection with or arising out of litigation, arbitration, administrative proceedings or regulatory enquiry commenced or threatened relating to the Offer or the Acquisition, or the funding of the Offer or the Acquisition, except to the extent such cost, loss, liability or expense resulted (x) directly from fraud, the gross negligence or wilful misconduct of that Indemnified Person or results from such Indemnified Person breaching a term of, or not complying with, any of its obligations under the Finance Documents or any confidentiality undertaking given by the Indemnified Person or (y) from or relates to any disputes solely among the Indemnified Persons and not arising out of any act or omission by any member of the Group.

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(c) If any event occurs in respect of which indemnification may be sought from the Company the relevant Indemnified Person shall only be indemnified if it:

(i) notifies the Company in writing within a reasonable time after the relevant Indemnified Person becomes aware of such event;

(ii) consult with the Company in respect to the conduct of the relevant claim, action or proceeding;

(iii) conducts such claim, action or proceeding properly and diligently (based on advice from its legal counsel, to the extent permitted by law and without being under any obligation to disclose any information which it is not lawfully permitted to disclose); and

(iv) does not settle any such claim, action or proceeding without the Company’s prior written consent (such consent not to be unreasonably withheld or delayed).

(d) Notwithstanding any other provision in this Agreement, each Indemnified Person shall be entitled to rely on the indemnities contained in this Clause 20.2 as if it were a party to this Agreement.

(e) Neither (x) any Indemnified Person, nor (y) the Investors (or any of their respective subsidiaries or affiliates), the Company (or any of its Subsidiaries or Affiliates), any member of the Group or any other Borrower (or any of their respective Subsidiaries or Affiliates) shall be liable for any indirect, special, punitive or consequential losses or damages in connection with its activities related to the Facilities or the Finance Documents provided that nothing contained in this sentence shall limit their indemnity and reimbursement obligations to the extent such special, indirect, punitive or consequential damages are included, and awarded against the relevant Indemnified Party, in any third party claim in connection with which such Indemnified Party is entitled to indemnification hereunder.

20.3 Indemnity to the Agent

The Company shall within 5 (five) Business Days of demand indemnify the Agent against any third party cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is an Event of Default, provided that if after doing so it is established that the event or matter is not a Default or an Event of Default, such cost, loss or liability of investigation shall be for the account of the Lenders;

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(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(c) subject to paragraph (c) of Clause 32.6 (Rights and discretions), instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

20.4 Cost Details

Notwithstanding any other term of this Agreement or the other Finance Documents, no Obligor shall be required to pay any amount under any Finance Document (including any costs, indemnities or expenses) unless:

(a) it has first been provided with reasonable details of the circumstances giving rise to such payment and of the calculation of the relevant amount (including where applicable, details of hours worked, rates and individuals involved); and

(b) it has received satisfactory evidence (acting reasonably) that such amounts (including any costs, indemnities and expenses) have been properly incurred.

Paragraph (a) above shall not apply to any costs or expenses described under Clause 22.3 (Enforcement and preservation costs).

21. Mitigation by the Lenders

21.1 Mitigation

(a) Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any Facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 11.1 (Illegality), Clause 18 (Taxes) or Clause 19 (Increased Costs) or in any amount payable under a Finance Document by a French Obligor becoming not deductible from that French Obligor's taxable income for French tax purposes by reason of that amount being (i) paid or accrued to a Finance Party incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name of or for the benefit of that Finance Party in a financial institution situated in a Non-Cooperative Jurisdiction, including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of the Company or any Obligor under the Finance Documents.

21.2 Limitation of liability

(a) The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 21.1 (Mitigation).

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(b) A Finance Party is not obliged to take any steps under Clause 21.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

22. Costs and Expenses

22.1 Transaction expenses

The Company shall within 5 (five) Business Days of demand pay the Agent, the Mandated Lead Arrangers, the Issuing Bank and the Security Agent (and, in the case of the Security Agent, any Receiver or Delegate) the amount of all costs and expenses (including, but not limited to, legal fees (subject to agreed caps, if any)) reasonably incurred by any of them (evidence of which shall be provided to the Company) in relation to the Acquisition, the Finance Documents and the arrangement, negotiation, preparation, printing, execution, primary syndication and perfection of the Facilities and any other Finance Documents referred to in this Agreement up to a maximum amount agreed (if any).

22.2 Amendment costs

If (a) the Company or an Obligor requests an amendment, waiver or consent, or (b) an amendment or other step or action is required pursuant to Clause 2.2 (Additional Facility) or Clause 35.10 (Change of currency), the Company shall, within 5 (five) Business Days of demand, reimburse each of the Agent and the Security Agent for the amount of all reasonable third party costs and expenses (including, but not limited to, legal fees) reasonably incurred by the Agent and the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) (in each case, subject to agreed caps (if any)) in responding to, evaluating, negotiating or complying with that request or requirement.

22.3 Enforcement and preservation costs

The Company shall, within 5 (five) Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including, but not limited to, legal fees provided in such circumstances that the Secured Parties provide a breakdown of the fees incurred and detailing the work performed)) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.

23. Guarantees and Indemnity

23.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Finance Party punctual performance by the Company and each other Obligor of all the Company’s or that Obligor’s obligations under the Finance Documents;

(b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due (allowing for any applicable grace period) under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

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(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the Company or an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due.

The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 23 if the amount claimed had been recoverable on the basis of a guarantee.

23.2 Continuing Guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Company or any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

23.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of the Parent or any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 23 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

23.4 Waiver of defences

(a) The obligations of each Guarantor under this Clause 23 will not be affected by an act, omission, matter or thing which, but for this Clause 23, would reduce, release or prejudice any of its obligations under this Clause 23 (without limitation and whether or not known to it or any Finance Party) including:

(i) any time, waiver or consent granted to, or composition with, the Company any Obligor or other person;

(ii) the release of any other Obligor, the Company or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, the Company or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

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(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Company, an Obligor or any other person;

(v) any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(vii) any insolvency or similar proceedings.

(b) In the event that any Borrower becomes subject to any proceeding under the US Bankruptcy Code, each Guarantor agrees that, as between such Guarantor and the Finance Parties, all or any portion of the amounts owing under this Agreement by such Borrower may be declared to be forthwith due and payable as provided in paragraph (c) or Clause 28.15 (Acceleration) of this Agreement (and shall be deemed to have become automatically due and payable in the circumstances described in that Clause) for purposes of this Clause 23, notwithstanding any stay (including under the US Bankruptcy Code), injunction or other prohibition preventing the same as against such Borrower and that, in such event, all such amounts (whether or not due and payable by such Borrower) shall forthwith become due and payable by the Guarantor for purposes of this Clause 23.

23.5 Guarantor Intent

Without prejudice to the generality of Clause 23.4 (Waiver of defences) but subject to the guarantee limitations set out in Clause 23.11 (Guarantees and Indemnity) to 23.12 (US Guarantee Limitation; Excluded Swap Obligations; Keepwell) (inclusive) each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

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23.6 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 23. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

23.7 Appropriations

Until all amounts which may be or become payable by the Company or the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b) in respect of any amounts received or recovered by any Finance Party after a claim pursuant to this guarantee in respect of any sum due and payable by any Obligor under this Agreement place such amounts in a suspense account (bearing interest at a market rate usual for accounts of that type) unless and until such moneys are sufficient in aggregate to discharge in full all amounts then due and payable under the Finance Documents.

23.8 Deferral of Guarantors’ and the Company’s rights

Until all amounts which may be or become payable by the Company or the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 23:

(a) to be indemnified by the Company or an Obligor;

(b) to claim any contribution from any other guarantor of the Parent or any Obligor’s obligations under the Finance Documents;

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d) to bring legal or other proceedings for an order requiring the Company or any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor or the Company has given a guarantee, undertaking or indemnity under Clause 21 (Guarantee and indemnity);

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(e) to exercise any right of set-off against the Company or any Obligor; and/or

(f) to claim or prove as a creditor of the Company or any Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Company or the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 35 (Payment Mechanics).

23.9 Release of Guarantors’ and the Company’s right of contribution

If any Guarantor (a Retiring Guarantor) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor or any of its Holding Companies then on the date such Retiring Guarantor ceases to be a Guarantor:

(a) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(b) each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

23.10 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

23.11 Guarantee Limitations: General

Without limiting any specific exemptions set out below:

(a) no Guarantor’s obligations and liabilities under this Clause 23 and under any other guarantee or indemnity provision in a Finance Document (the Guarantee Obligations) will extend to include any obligation or liability; and

(b) no Transaction Security granted by a Guarantor will secure any Guarantee Obligation,

if and to the extent doing so would be illegal, in breach of law or regulation, or would constitute unlawful financial assistance (notwithstanding any applicable exemptions and/or undertaking of any applicable prescribed whitewash or similar financial assistance procedures) in respect of the acquisition of, or subscription for, shares in itself or its Holding Company or a member of the Group.

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23.12 US Guarantee Limitation; Excluded Swap Obligations; Keepwell

(a) Each Guarantor organized under the laws of any state within the United States or the District of Columbia (each such Guarantor, a US Guarantor), and by its acceptance of the guarantee under this Clause 23, the Agent and each other Finance Party hereby confirms that it is the intention of all such persons that the guarantee under this Clause 23 does not constitute a fraudulent transfer or fraudulent conveyance or unlawful financial assistance for the purposes of US Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar law of any foreign jurisdiction or any relevant jurisdiction in the United States to the extent applicable the guarantee under this Clause 23 and the obligations of each US Guarantor hereunder. To effectuate the foregoing intention, the Agent, each other Finance Party and the US Guarantors hereby irrevocably agree that the liability of each US Guarantor under this Clause 23 at any time shall be limited to the maximum amount as will result in the obligations of such US Guarantor under this Clause 23 not constituting a fraudulent transfer or fraudulent conveyance or unlawful financial assistance after giving full effect to the liability under such guarantee set forth in this Clause 23 and its related contribution rights but before taking into account any liabilities under any other guarantee by such US Guarantor. For purposes of the foregoing, all guarantees of such US Guarantor other than the guarantee under this Clause 23 will be deemed to be enforceable and payable after the guarantee under this Clause 23. To the fullest extent permitted by applicable law, this Clause 23.12 shall be for the benefit solely of creditors and representatives of creditors of each US Guarantor and not for the benefit of any US Guarantor or the holders of any equity interest in any such US Guarantor.

(b) Notwithstanding any term or provision of this Clause 23 or any other term in this Agreement or any Finance Document, no Guarantor shall be liable for any Excluded Swap Obligation.

(c) Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honour all of its obligations under any Finance Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Clause 23 for the maximum amount of such liability that can hereby be incurred without rendering its obligations under this Clause 23, or otherwise under any Finance Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Clause 23 shall remain in full force and effect until each Obligor’s obligations under any Finance Document in respect of Swap Obligations and under this Clause 23 in respect of each other Obligor’s obligations are fully discharged in accordance with the terms of the Finance Documents. Each Qualified ECP Guarantor intends that this Clause 23 constitutes, and this Clause 23 shall be deemed to constitute, a “keepwell, support or other agreement” for the benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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23.13 Finnish Guarantee Limitation

This guarantee shall not, with respect to any Guarantor incorporated in Finland (other than the Company), apply to any obligation or liability to the extent that it would constitute (a) unlawful distribution of assets within the meaning of Chapter 13, Section 1 of the Finnish Companies Act (624/2006, as amended) (osakeyhtiolaki), (b) prohibited financial assistance within the meaning of Chapter 13, Section 10 of the Finnish Companies Act or (c) a breach of other applicable mandatory provisions of Finnish corporate law.

23.14 French Guarantee Limitation

(a) For the purpose of this Clause 23.14, a Subsidiary means a Group company controlled by a French Obligor within the meaning of article L. 233-3 (I) 1° and 2° of the French Commercial Code.

(b) The Guarantee Obligations or any other obligations and liabilities of any French Guarantor under this Clause 23 for the obligations under the Finance Documents of any other Obligor which is not a Subsidiary of such French Guarantor shall be limited, at any time to an amount equal to the aggregate of all amounts directly or indirectly borrowed under this Agreement by such other Obligor to the extent directly or indirectly on- lent to such French Guarantor under intercompany loan agreements and outstanding at the date a payment is to be made by such French Guarantor under this Clause 23 (the Maximum Guaranteed Amount), it being specified that any payment made by a French Guarantor under this Clause 23 in respect of the obligations and liabilities of such Obligor shall reduce the outstanding amount of the intercompany loans or advances (if any) due by such French Guarantor under the intercompany loan agreements or advances referred to above to the same extent and that any repayment of the intercompany loans by the French Guarantor shall reduce the Maximum Guaranteed Amount to the same extent.

(c) The Guarantee Obligations or any other obligations and liabilities of any French Guarantor under this Clause 23 for the obligations and liabilities under the Finance Documents of any Obligor which is its Subsidiary which are or become Obligors from time to time under this Agreement and incurred by those Subsidiaries as Borrowers (if they are not French Obligors) or as Borrowers and/or Guarantors (if they are French Obligors) shall not be limited and shall therefore cover all amounts due by such Obligor as Borrower and/or as Guarantor (as the same may be limited in accordance with paragraph (b) above).

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(d) Notwithstanding any provision (other than this Clause 23 to the contrary, to the extent that any provision of this agreement or any certificate, notice or other document delivered under or in connection with this agreement is a guarantee by a French Obligor of the obligations of any other person, or an undertaking, covenant, obligation, representation or warranty for any other person, then that French Obligor shall not be bound by any such guarantee, undertaking, covenant, obligation, representation or warranty, unless made in respect of a Subsidiary of it.

(e) It is acknowledged that no French Guarantor is acting jointly and severally with the other Guarantors.

23.15 German Guarantee Limitation

(a) This Clause 23.15 shall apply to the extent a Guarantor incorporated under the laws of Germany as a limited liability company (GmbH) or a limited partnership with a limited liability company as its sole general partner (GmbH & Co. KG) (in each case, a German Guarantor) guarantees the indebtedness of its direct or indirect shareholder or of a Subsidiary of such shareholder. If the German Guarantor is a GmbH & Co. KG, each reference made in this Clause 23.15 to its Net Assets shall refer to its general partner’s Net Assets, and the same shall apply in regard to any Capital Impairment of that German Guarantor.

(b) The restrictions set out in paragraph (c) below shall not apply to the extent:

(i) the German Guarantor guarantees any indebtedness of any of its direct or indirect Subsidiaries;

(ii) the German Guarantor secures any indebtedness under any Finance Document in respect of loans to the extent they are passed on (directly or indirectly) to the relevant German Guarantor or its Subsidiaries and such amount passed on is not repaid;

(iii) the German Guarantor (as dominated entity) is subject to a domination and/or profit transfer agreement (Beherrschungs-und/oder Gewinnabfuhrungsvertrag) (a DPTA) with the guaranteed Obligor, whether directly or indirectly through a chain of DPTAs between each company and its shareholder (or in case of a German GmbH & Co. KG Guarantor between its general partner and its shareholder) other than if such DPTA has been cancelled or terminated to the extent the existence of such domination and/or profit transfer agreement (Beherrschungs-und/oder Gewinnabfuhrungsvertrag) leads to the inapplicability of section 30 paragraph 1 sentence 1 GmbHG;

(iv) they are not necessary for the purposes of protecting the German Guarantor’s directors against personal liability due to a violation of section 30 GmbHG or section 43 GmbHG; or

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(v) the payment under the guarantee is covered (gedeckt) by means of a fully valuable and recoverable consideration or recourse claim (vollwertiger Gegenleistungs-oder Ruckgewahranspruch) of the German Guarantor against the affiliate/shareholder whose obligations are guaranteed.

(c) The right to enforce any Guarantee Obligation against a German Guarantor shall be limited if and to the extent that such Guarantee Obligation secures any obligation of an affiliated company (verbundenes Unternehmen) of such German Guarantor within the meaning of section 15 German Stock Corporation Act (Aktiengesetz) (in each case other than any of the German Guarantor’s direct or indirect subsidiaries) (such Guarantee Obligations also referred to in this Clause 23.15 as upstream and/or cross-stream Guarantee Obligations) and the enforcement of such Guarantee Obligation would cause:

(i) the German Guarantor’s Net Assets, as defined and calculated pursuant to paragraph (d) below to be less than its registered share capital (Stammkapital) (Begrundung einer Unterbilanz); or

(ii) if the German Guarantor’s Net Assets are already less than its registered share capital, the German Guarantor’s Net Assets to be further reduced (Vertiefung einer Unterbilanz)

(in each case a Capital Impairment).

(d) The net assets (Reinvermogen) of the German Guarantor (the Net Assets) shall be determined in accordance with the principle of orderly bookkeeping (Grundsätze ordnungsmäßiger Buchführung) applying the same accounting principles (Bilanzierungsgrundsatze) which have been consistently applied by the relevant German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss) (section 42 GmbHG, sections 242, 264 German Commercial Code) in the previous years, save that the following balance sheet items shall be adjusted as follows:

(i) the amount of any increase in the registered share capital (Kapitalerhöhung aus Gesellschaftsmitteln) of that German Guarantor, which was carried out after that German Guarantor became a party to this Agreement, without the prior written consent of the Agent, shall be deducted from the amount of the registered share capital of that German Guarantor;

(A) as far as the registered share capital is not paid in full, the amount not yet paid in shall be deducted from the amount of the registered share capital of that German Guarantor;

(B) loans provided to that German Guarantor by a member of the Group shall be disregarded, if and to the extent that such loans are subordinated pursuant to section 39 paragraph 2 of the German Insolvency Code (Insolvenzordnung) (or would be subordinated in case of insolvency);

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(C) the amount of non-distributable assets according to section 253 paragraph 6 of the German Commercial Code (Handelsgesetzbuch) shall not be included in the calculation of Net Assets;

(D) the amount of non-distributable assets according to section 268 paragraph 8 of the German Commercial Code (Handelsgesetzbuch) shall not be included in the calculation of Net Assets;

(E) the amount of non-distributable assets according to section 272 paragraph 5 of the German Commercial Code (Handelsgesetzbuch) shall not be included in the calculation of Net Assets; and

(F) financial liabilities incurred by that German Guarantor in breach of the Finance Documents shall not be taken into account as liabilities.

(ii) The relevant German Guarantor will notify the Agent in writing in reasonable detail within ten (10) Business Days after the Agent notified that German Guarantor of its intention to demand payment under the guarantee whether and to what extent a Capital Impairment would occur if a payment under the guarantee was made (the Management Notification). Demanding payment under the guarantee from such German Guarantor up to the amount which, according to the Management Notification, would not result in a Capital Impairment is permitted without limitation.

(iii) The relevant German Guarantor will provide an auditors’ determination by the Auditor within twenty (20) Business Days from the date on which the Agent requested such determination from that German Guarantor (the Auditors’ Determination). Such Auditors’ Determination shall set out:

(A) the amount of Net Assets of that German Guarantor taking into account the adjustments set out in paragraph (d) above; and

(B) the extent of the Capital Impairment taking into account the anticipated payment.

Demanding payment under the guarantee from such German Guarantor up to the amount which, according to the Auditors’ Determination, would not result in a Capital Impairment is permitted without limitation. The results of the Auditors’ Determination are, save for manifest errors, binding on all parties.

(iv) If the relevant German Guarantor does not provide the Management Notification or the Auditors’ Determination within the time frame set out above, demanding payment under the guarantee shall not be limited by this Clause 23.15, and paragraph (c) shall not be applicable in that regard.

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(v) The Finance Parties shall upon written demand of the relevant German Guarantor to the Agent (on behalf of the Finance Parties) repay to the relevant German Guarantor any amount which the Agent would not have been entitled to enforce had the Management Notification or the Auditor’s Determination been delivered in time or the difference between the amount paid and the amount payable resulting from the Auditor’s Determination calculated as of the date the demand in respect of a Guarantee Obligation was made.

(e) If the Management Notification shows that a Capital Impairment would occur upon payment under the guarantee, the relevant German Guarantor shall realise, to the extent legally permitted and commercially justifiable, all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets to the extent this is necessary to fulfil its obligations under the guarantee within three months after a written request by the Agent. If the relevant assets are necessary for that German Guarantor business (betriebsnotwendig), it will use its best efforts to realise the market value by sale-and-lease-back or similar measures.

(f) If the Agent ascertains that the financial condition of the relevant German Guarantor as set out in the Auditors’ Determination has improved (in particular, if the relevant German Guarantor has taken any action in accordance with the mitigation provisions set out in paragraph (i) above), the Agent may, at the relevant German Guarantor’s cost and expense, arrange for the preparation of an updated balance sheet of the relevant German Guarantor by applying the same principles that were used for the preparation of the Auditors’ Determination by the Auditors who prepared the Auditors’ Determination in order for such Auditors to determine whether (and, if so, to what extent) the Capital Impairment has been cured as a result of the improvement of the financial condition of the relevant German Guarantor. The Agent may consequently demand payment under this guarantee to the extent that the Auditors determine that the Capital Impairment has been cured.

(g) This Clause 23.15 shall not affect the enforceability (other than as specifically set out herein), legality or validity of this guarantee and each Finance Party is entitled to claim in court that making payments under this guarantee by the relevant German Guarantor does not trigger a personal liability of the relevant German Guarantor’s directors pursuant to section 30 GmbHG or section 43 GmbHG. The Finance Parties’ rights to any remedies they may have against the relevant German Guarantor shall not be limited if it is finally ascertained in court that a personal liability of the relevant German Guarantor’s directors pursuant to section 30 GmbHG or section 43 GmbHG is not triggered by making payments under this guarantee by the relevant German Guarantor. The agreement of the Finance Parties to abstain from demanding any or part of the payment under this guarantee in accordance with the provisions above shall not constitute a waiver (Verzicht) of any right granted under this Agreement or any other Finance Document to the Agent or any Finance Party.

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23.16 Swedish Guarantee Limitation

Notwithstanding anything to the contrary contained in this Agreement or in any other Finance Document, the obligations and liabilities of any Guarantor incorporated as a Swedish limited liability company (aktiebolag) (a Swedish Guarantor) under this Agreement shall be limited if (and only if) required by an application of the provisions of Chapter 17, Sections 1 – 4 (or its equivalent from time to time) and Chapter 21, Sections 1-3 and 5 (or its equivalent from time to time) of the Swedish Companies Act and it is understood that the liability of any Swedish Guarantor for such obligations and liabilities under this Agreement shall apply only to the extent permitted by the above-mentioned provisions.

23.17 Swiss Guarantee Limitation

(a) If and to the extent a Swiss Guarantor becomes liable under this Agreement or any other Finance Document for obligations of any other Obligor (other than its direct or indirect subsidiaries) (the Restricted Obligations) and if complying with such obligations would constitute a repayment of capital (Einlageruckgewahr), a violation of the legally protected reserves (gesetzlich geschutzte Reserven) or the payment of a (constructive) dividend (Gewinnausschuttung) by such Swiss Guarantor or would otherwise be restricted under Swiss law and practice then applicable, such Swiss Guarantor's aggregate liability for Restricted Obligations shall not exceed the amount of the Swiss Guarantor’s freely disposable equity (frei verfugbares Eigenkapital) available for the distribution as dividend at the time it becomes liable in accordance with Swiss law (the Freely Disposable Amount).

(b) This limitation shall only apply to the extent it is a requirement under applicable law at the time the Swiss Guarantor is required to perform Restricted Obligations under the Finance Documents. Such limitation shall not free the Swiss Guarantor from its obligations in excess of the Freely Disposable Amount, but merely postpone the performance date thereof until such times when performance is again permitted notwithstanding such limitation (i.e. when the Swiss Guarantor has again freely disposable equity and if and to the extent such freely disposable equity is available).

(c) If the enforcement of the obligations of the Swiss Guarantor under the Finance Documents would be limited due to the effects referred to in this Agreement, the Swiss Guarantor shall further (i) to the extent permitted by applicable law and Swiss accounting standards and upon request by the Security Agent, write up or sell any of its assets that are shown in its balance sheet with a book value that is lower than the market value of the assets, in case of sale, however, only if such assets are not necessary for the Swiss Guarantor's business (nicht betriebsnotwendig) and (ii) take all such other measures necessary to allow the Swiss Guarantor to make the payment agreed hereunder with a minimum of limitations.

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(d) Promptly after having been requested to make any payments or otherwise perform Restricted Obligations under this Agreement or any other Finance Document, the Swiss Guarantor shall, and any Holding Company of the Swiss Guarantor being a Party shall procure that, the Swiss Guarantor will perform any Restricted Obligations which are not affected by the above limitations and take and cause to be taken all and any action, including, without limitation, (i) the passing of any shareholders’ resolutions to approve any payment or other performance under this Agreement or any other Finance Documents, (ii) the provision of an audited interim balance sheet, (iii) the provision of a confirmation from the auditors of the Swiss Guarantor that a payment of the Swiss Guarantor under this Agreement and the other Finance Documents in an amount corresponding to the Freely Disposable Amount is in compliance with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves, (iv) the taking of such further corporate and other action as may be required by law in order to allow a prompt payment of amounts owed by the Swiss Guarantor under this Agreement and the other Finance Documents as well as the performance by the Swiss Guarantor of other obligations under this Agreement and the other Finance Documents.

(e) If so required under then applicable law (including tax treaties) at the time it is required to make a payment under this Agreement or any other Finance Document in satisfaction of Restricted Obligations, the Swiss Guarantor:

(i) shall use reasonable efforts to ensure that such payments can be made without deduction of Swiss Withholding Tax, or with deduction of Swiss Withholding Tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including tax treaties) rather than payment of the tax;

(ii) shall deduct the Swiss Withholding Tax at such rate (being 35% on the date hereof) as in force from time to time if the notification procedure pursuant to paragraph (i) above does not apply; or shall deduct the Swiss Withholding Tax at the reduced rate resulting after discharge of part of such tax by notification if the notification procedure pursuant to paragraph (a) applies for a part of the Swiss Withholding Tax only; and shall pay within the time allowed any such taxes deducted to the Swiss Federal Tax Administration; and

(iii) shall promptly notify the Agent that such notification or, as the case may be, deduction has been made, and provide the Agent with evidence that such a notification of the Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal Tax Administration.

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(f) In the case of a deduction of Swiss Withholding Tax, the Swiss Guarantor shall use reasonable efforts to ensure that any person that is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment under this Agreement or any Finance Document, will, as soon as possible after such deduction:

(i) request a refund of the Swiss Withholding Tax under applicable law (including tax treaties); and

(ii) pay to the Agent promptly upon receipt any amount so refunded.

(g) The Agent shall co-operate with the Swiss Guarantor to apply for such refund.

(h) To the extent the Swiss Guarantor is required to deduct Swiss Withholding Tax pursuant to this Agreement, and if the Freely Disposable Amount is not fully utilised, the Swiss Guarantor will be required to pay an additional amount so that after making any required deduction of Swiss Withholding Tax the aggregate net amount paid to the Agent is equal to the amount which would have been paid if no deduction of Swiss Withholding Tax had been required, provided that the aggregate amount paid (including the additional amount) shall in any event be limited to the Freely Disposable Amount. If a refund is made to a Finance Party, it shall be applied to the payment of the Secured Obligations in accordance with the terms of the Intercreditor Agreement.

23.18 Austrian Guarantee Limitation

(a) Nothing in any Finance Document shall be construed to create any obligation of a Guarantor incorporated or established in the Republic of Austria (each an Austrian Guarantor), to act in violation of mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften), including, without limitation, section 82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz uber Gesellschaften mit beschrankter Haftung-GmbHG) and/or section 52 and 65 et seq. of the Austrian Act on Joint Stock Companies (Aktiengesetz-AktG) (the Austrian Capital Maintenance Rules), and all obligations of an Austrian Guarantor under a Finance Document shall be limited in accordance with Austrian Capital Maintenance Rules.

(b) The Finance Parties shall not enforce any guarantee provided by an Austrian Guarantor under this Agreement to the extent that such enforcement would result in any personal liability or criminal responsibility of any of the managing directors of such an Austrian Guarantor.

(c) The guarantee granted by an Austrian Guarantor hereunder shall be an "abstract guarantee" (abstrakter Garantievertrag) pursuant to section 880a second case of the Austrian Civil Code (ABGB) and the obligations of an Austrian Guarantor hereunder shall be obligations of that Guarantor as principal debtor and not as surety (Burge), not as surety upon first demand (Burgschaft auf erste Anforderung) and not as a joint obligation as a borrower (Mitschuldner) and each Austrian Guarantor undertakes to pay the amounts so demanded under or pursuant to the guarantee unconditionally, irrevocably, upon first demand and without raising any defense or objection and without verification of the legal ground (unbedingt, unwiderruflich, auf erste Aufforderung und unter Verzicht auf alle Einwendungen oder Einreden und ohne Prufung des Rechtsgrunds).

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23.19 Additional Guarantee Limitations

(a) The guarantee of any Additional Guarantor is subject to any limitations relating to that Additional Guarantor on the amount guaranteed or to the extent of the recourse of the beneficiaries of the guarantee which is set out in the Accession Deed applicable to such Additional Guarantor and agreed with the Agent (acting reasonably in accordance with the Agreed Security Principles).

(b) Notwithstanding anything to the contrary contained herein or in any other Finance Document, no obligation or borrowing of a US Obligor or Disregarded US Subsidiary shall be required to be:

(i) guaranteed by (I) any CFC, (II) any direct or indirect subsidiary of a CFC, or (III) any subsidiary that has no material assets other than equity interests in one or more CFCs;

(ii) secured by the pledge of any voting stock of (I) any first-tier CFC or (II) any subsidiary that has no material assets other than equity interests in one or more CFCs, in each case, in excess of 65% of the total combined voting power of all such classes of stock entitled to vote; or

(iii) secured by a pledge of any direct or indirect asset of any CFC (including any stock owned directly or indirectly by any CFC).

24. Representations and Warranties

Each Obligor and, in the case of Clause 24.9 (Information Memorandum and Base Case Model), solely the Company, represents and warrants to each of the Finance Parties (at the times specified in Clause 24.19 (Repetition)) that:

24.1 Status

(a) It and each of its Material Subsidiaries is duly incorporated (or, as the case may be, organised) and validly existing under the laws of its jurisdiction of its incorporation (or, as the case may be, organisation).

(b) It and each of its Material Subsidiaries has the power to own its assets and carry on its business substantially as it is now being conducted.

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24.2 Binding obligations

Subject to the Legal Reservations and the Perfection Requirements:

(a) the obligations expressed to be assumed by it under the Finance Documents to which it is a party are valid, legally binding and enforceable obligations; and

(b) (without limiting the generality of paragraph (a) above), each of the Transaction Security Documents to which it is party creates valid security interests which that Transaction Security Document purports to create, ranking in accordance with the terms of such documents and those security interests are valid and effective.

24.3 Non-conflict with other obligations

Subject to the Legal Reservations and the Perfection Requirements, the entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not contravene:

(a) any law or regulation applicable to it in any material respect;

(b) its constitutional documents in any material respect; or

(c) any agreement or instrument binding upon it or any member of the Group or any of its or their respective assets,

in each case, to an extent which would have a Material Adverse Effect.

24.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, delivery and performance of, each of the Finance Documents to which it is a party and to carry out the transactions contemplated by those Finance Documents.

24.5 Validity and admissibility in evidence

Subject to the Legal Reservations and Perfection Requirements, all Authorisations required by it in order to:

(a) enable it lawfully to enter into, exercise its rights and comply with its material obligations under the Finance Documents to which it is a party; and

(b) make the Finance Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected (or will have been at the date required) and are (or will be) in full force and effect.

24.6 Insolvency

No corporate action, legal proceeding or other formal procedure or step described in Clauses 28.7 (Insolvency) to 28.12 (Similar events elsewhere) (each inclusive) has, in each case, subject to the thresholds and exceptions set out in such Clauses and the other provisions of such Clauses, been taken or (to the best of its knowledge and belief) threatened against it or any of its Material Subsidiaries and, in each case, excluding any such actions, proceedings, steps or process which have been discharged, revoked or otherwise lapsed.

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24.7 Filing and stamp taxes

Under the laws of its Relevant Jurisdiction (and, in relation to Transaction Security Documents, subject to the Perfection Requirements) it is not necessary that any stamp, registration or similar Tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents other than any tax or fee payable in connection with the notarisation, filing, registration, translation execution, enforcement or recordation of any financing statements, mortgages, pledges, deeds of trust or other documentation to perfect the liens granted under the Transaction Security Documents and it being understood that this Clause 24.7 does not extend to assignments or transfers made pursuant to Clause 29 (Changes to the Lenders) or, as the case may be, to the enforcement of Transaction Security and, subject to the Perfection Requirements, it is not necessary that the Finance Documents be filed, recorded, translated or enrolled with any court or other authority in that jurisdiction, except for any filing, recording, translation or enrolling which is referred to in any Legal Opinion and which will be made within the period allowed by applicable law or the relevant Finance Document.

24.8 No Default

(a) No Event of Default (or, when this representation is made on the date of this Agreement only, no Default) has occurred and is continuing or could reasonably be expected to result from any Utilisation or the entry into or the performance of any Finance Document.

(b) So far as the Company is aware, no event has occurred and is continuing which constitutes a default under any agreement to which it or any of its Restricted Subsidiaries is party and which would have a Material Adverse Effect.

24.9 Information Memorandum and Base Case Model

(a) Except as disclosed to the Agent or the Mandated Lead Arrangers in writing prior to the date on which the Company approves the Information Memorandum:

(i) to the best of the knowledge, information and belief of the Company, all the material factual information (taken as a whole) relating to the assets, financial condition and operations of the Group contained in the Information Memorandum was true and accurate in all material respects at the date (if any) ascribed thereto in the Information Memorandum, or (if none) at the date of the relevant component of the Information Memorandum;

(ii) to the best of the knowledge, information and belief of the Company, all expressions of opinion and/or intention in the Information Memorandum were arrived at after careful consideration and were based on reasonable grounds at the time of being made;

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(iii) the projections and forecasts contained in the Information Memorandum were based upon then recent historical information and on the basis of assumptions believed to be reasonable by the Company (after careful consideration) at the time of being made (provided that each Finance Party acknowledges that any projection and forecasts contained in the Information Memorandum are subject to significant uncertainties and contingencies and that no assurance can be given that such projections or forecasts will be realised); and

(iv) to the best of the knowledge, information and belief of the Company as at the date of the approval by the Company of the Information Memorandum, the Information Memorandum does not omit to disclose any matter where failure to disclose such matter would result in the information, opinions, intentions, forecasts or projections contained in the Information Memorandum (taken as a whole) being misleading in any material respect in the context of the Acquisition taken as a whole.

(b) The forecasts and projections contained in the Base Case Model were prepared based on assumptions believed to be reasonable by the Company at the time made (provided that each Finance Party acknowledges that any projection and forecasts contained in the Base Case Model are subject to significant uncertainties and contingencies and that no assurance can be given that such projections or forecasts will be realised).

24.10 Financial statements

(a) So far as the Company is aware, the Original Financial Statements give a true and fair view of the financial position of the Target Group for the period to which they relate and were prepared in accordance with the Accounting Principles consistently applied unless disclosed in the Reports.

(b) The Annual Financial Statements (together with the notes thereto) most recently delivered pursuant to Clause 25.1 (Financial statements):

(i) fairly represent the consolidated financial position of the Group as at the date to which they were prepared and for the Financial Year then ended; and

(ii) were, subject to Clause 25.6 (Agreed Accounting Principles), prepared on a basis consistent with the Accounting Principles,

in each case save as set out therein.

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(c) The Quarterly Financial Statements most recently delivered pursuant to Clause 25.1 (Financial statements):

(i) fairly present the financial position of it and its Restricted Subsidiaries as at the date to which they were prepared and for the Quarter Date to which they relate; and

(ii) were, subject to Clause 25.6 (Agreed Accounting Principles), prepared on a basis consistent with the Accounting Principles,

in each case (a) having regard to the fact they were prepared for management purposes and to the extent appropriate for Quarterly Financial Statements not subject to audit procedures; (b) subject to year-end adjustments and (c) save as set out therein.

24.11 No litigation

(a) No litigation, arbitration, action, administrative proceeding or Environmental Claim of or before any court, arbitral body or agency which is reasonably likely to be adversely determined and which, if adversely determined, would have a Material Adverse Effect has been started or, to the best of its knowledge is threatened, or is pending against it or any member of the Group.

(b) There are no labour disputes current, pending or, to its knowledge threatened which would have a Material Adverse Effect.

24.12 Environmental Laws

It, and each of its Restricted Subsidiaries, is in compliance with all Environmental Laws and all Environmental Permits necessary in connection with the ownership and operation of its business are in full force and effect, in each case where failure to do so would have a Material Adverse Effect.

24.13 Taxation

(a) No claims are being asserted against it or any of its Restricted Subsidiaries with respect to Taxes which have not been reflected in the most recent financial statements delivered to the Agent pursuant to Clause 25.1 (Financial statements) which are reasonably likely to be determined adversely to it or to such Restricted Subsidiary and which, if so adversely determined and after taking into account any indemnity or claim against any third party with respect to such claim, would have a Material Adverse Effect and all reports and returns on which such Taxes are required to be shown have been filed within any applicable time limits and all Taxes required to be paid have been paid within any applicable time limit (taking into account any extension or grace period), save, in each case, to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

(b) It is not (and none of its Material Subsidiaries are) overdue (taking into account any extension or grace period) in the filing of any Tax return to an extent which would have a Material Adverse Effect.

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24.14 Pari passu ranking

Its payment obligations under each of the Finance Documents (except pursuant to a Notifiable Debt Purchase Transaction) rank at least pari passu in right and priority of payment with all its other present and future unsecured and unsubordinated indebtedness (actual or contingent) except indebtedness preferred by laws of general application.

24.15 Legal and Beneficial Ownership

(a) It and each of its Restricted Subsidiaries has good, valid and marketable title to, or valid leases or licences of, or is otherwise entitled to use, all material assets necessary for the conduct of the business substantially as it is presently being conducted, where failure to do so would have a Material Adverse Effect.

(b) Once acquired pursuant to the Offer and any relevant Acquisition Documents, the Target Shares so acquired are or will be legally and beneficially owned by the Company, free from any claims, third party rights, competing interests or Security other than Transaction Security, Security arising by operation of law or under the general terms and conditions of any account operator with which the Target Shares are held in a book-entry account and save for the registration of the transfers of the relevant Target Shares.

24.16 Intellectual Property

(a) The Intellectual Property required in order to conduct the business of the Group in all material respects as it is being conducted is beneficially owned by or licensed to members of the Group free from any licences to third parties that are materially prejudicial to the use of that Intellectual Property, to the extent that failure to own or have such Intellectual Property licensed to it would have a Material Adverse Effect (such Intellectual Property, the Material Intellectual Property).

(b) The Material Intellectual Property:

(i) will not be adversely affected by the transactions contemplated by the Finance Documents to an extent which would have a Material Adverse Effect;

(ii) has not lapsed or been cancelled where such event would have a Material Adverse Effect;

(iii) where subject to any right, permission to use or licence granted to or by any member of the Group, such agreement has not been breached or terminated by any member of the Group to the extent such breach or termination would have a Material Adverse Effect.

(c) Each member of the Group conducting any part of the business of the Group for which any of the Material Intellectual Property is used has taken all steps to protect and maintain all Material Intellectual Property (including, without limitation, by paying renewal fees), to the extent that failure to do so would have a Material Adverse Effect.

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24.17 Pension Schemes

The pension schemes of each member of the Group are funded to the extent required by law, where failure to do so would have a Material Adverse Effect.

24.18 Anti-Bribery Laws and Economic Sanctions Laws

(a) Neither it, nor to its knowledge any of their directors or officers:

(i) is a Sanctioned Person;

(ii) has knowingly engaged in any transaction, activity or conduct during the past five years that would reasonably be expected to result in its being designated as a Sanctioned Person; and/or

(iii) has, during the last five years, received written notice of any claim, action, suit, proceedings or investigation involving it with respect to Economic Sanctions Laws.

(b) This Clause 24.18 shall not be interpreted or applied to it, any Holding Company, any other Obligor or any member of the Group to the extent that the obligations under this Clause 24.18 result in any violation of, conflict with or liability under (i) Council Regulation (EC) 2271/96, (ii) section 7 of the German Foreign Trade Regulation (Aufienwirtschaftsverordnung), (iii) the Foreign Extraterritorial Measures Act (Canada)) or (iv) any similar anti-boycott or blocking law, regulation or statute that is in force from time to time in the European Union or in any jurisdiction of incorporation of a member of the Group.

(c) In relation to each Finance Party that notifies the Agent to this effect (each a Restricted Finance Party), this Clause 24.18 shall only apply for the benefit of that Restricted Finance Party to the extent that the sanctions clauses do not result in any violation of, conflict with or liability under: (i) Council Regulation (EC) 2271/96, (ii) section 7 of the German Foreign Trade Regulation (Aufienwirtschaftsverordnung), (iii) the Foreign Extraterritorial Measures Act (Canada) or (iv) any similar anti-boycott or blocking law, regulation or statute that is in force from time to time in the European Union or in any jurisdiction of incorporation of a member of the Group.

(d) In connection with any amendment, waiver, determination, declaration, decision (including a decision to accelerate) or direction (each a Relevant Measure) relating to any part of this Clause 24.18 of which a Restricted Finance Party does not have the benefit:

(i) the Commitments of a Lender that is a Restricted Finance Party; and

(ii) the vote of any other Restricted Finance Party which would be required to vote in accordance with the provisions of this Agreement,

will be excluded for the purpose of determining whether the consent of the requisite Finance Parties to approve such Relevant Measure has been obtained.

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24.19 Repetition

(a) The representations and warranties contemplated in this Clause 24 (Representations and Warranties) shall be made on the date of this Agreement and the Closing Date except that:

(i) the representations and warranties set out in Clause 24.9 (Information Memorandum and Base Case Model) to the extent relating to the Information Memorandum, shall be made on the later of the date of this Agreement and the date of approval and delivery in final form of the Information Memorandum to the Mandated Lead Arrangers or the Agent (as the case may be) by the Company, and not repeated thereafter;

(ii) the representations and warranties set out in Clause 24.9 (Information Memorandum and Base Case Model) to the extent relating to the Base Case Model shall be made only on the date of this Agreement and not repeated thereafter;

(iii) the representations and warranties set out in paragraph (a) of Clause 24.10 (Financial statements) shall only be made on the date of this Agreement and not repeated thereafter; and

(iv) the representation and warranty set out in paragraph (b) of Clause 24.15 (Legal and Beneficial Ownership) shall be made on each date on which Target Shares are acquired pursuant to the Acquisition Documents (as applicable) and in respect of the Target Shares acquired on such date only.

(b) The representations and warranties set out in Clauses 24.1 (Status) to Clause 24.5 (Validity and admissibility in evidence) (such representations and warranties being the Repeating Representations) shall be deemed to be repeated by reference to the facts and circumstances existing on such date on each Utilisation Date and on the first day of each Interest Period (other than with respect to a Rollover Utilisation).

(c) The Repeating Representations shall in addition be repeated in relation to the relevant Additional Obligor on each date on which it becomes an Obligor.

(d) The representations and warranties set out in paragraphs (b) and (c) of Clause 24.10 (Financial statements) in respect of each set of financial statements delivered as contemplated by Clause 25.1 (Financial statements) to this Agreement shall only be made once in respect of each set of financial statements, on the date such financial statements are delivered.

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(e) Notwithstanding any other provisions to the contrary in this Clause 24:

(i) the representations and warranties set out in this Clause 24 (Representations and Warranties) shall be qualified by all of the information included in the Reports (including any annexes to such Reports) and the Acquisition Documents; and

(ii) each of the representations and warranties in this Clause 24 is qualified by the actual knowledge and belief (after due and careful enquiry) of the senior management of the company giving such representations and warranties (excluding the actual knowledge and belief of the management of the Target Group until after the Closing Date).

24.20 Federal Reserve Regulations

(a) No Obligor is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

(b) None of the proceeds of the Loans or other extensions of credit under this Agreement will be used, directly or indirectly, for the purpose of buying or carrying any Margin Stock, for the purpose of reducing or retiring any Financial Indebtedness that was originally incurred to buy or carry any Margin Stock or for any other purpose which might cause all or any Loans or other extensions of credit under this Agreement to be considered a “purpose credit” within the meaning of the Margin Regulations.

(c) No Obligor owns any Margin Stock.

24.21 Investment Companies

No Obligor or Subsidiary of an Obligor is or is required to be registered as an “investment company” under the United States Investment Company Act of 1940, as amended (the 1940 Act).

25. Information and Accounting Undertakings

The undertakings in this Clause 25 shall continue for so long as any sum remains payable or capable of becoming payable under the Finance Documents or any Commitment is in force. Each of the undertakings and obligations in this Clause 25 shall be subject to the provisions of Clause 25.10 (Alternative Reporting), Clause 25.11 (Public Reporting) and Clause 25.12 (Restrictions).

In this Clause 25:

Annual Financial Statements means the financial statements for a Financial Year delivered pursuant to paragraph (a)(i) of Clause 25.1 (Financial statements); and

Quarterly Financial Statements means the financial statements delivered pursuant to paragraph (a)(ii) of Clause 25.1 (Financial statements).

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25.1 Financial statements

(a) The Parent will deliver (or will procure that the relevant Obligor delivers) to the Agent, for distribution to the Lenders, the following:

(i) within one hundred and twenty (120) days after the end of each relevant Financial Year, the audited consolidated financial statements of the Parent for each Financial Year ending after the Closing Date and if requested by the Agent prior to the end of that Financial Year, those of any Obligor that are available; and

(ii) within sixty (60) days after the end of each Financial Quarter (other than any Financial Quarter ending on the last day of a Financial Year or ending on or before 30 June 2019), the consolidated management accounts of the Group for that Financial Quarter which for the avoidance of doubt may take the form of cumulative management accounts for the Financial Year to date,

provided that:

(I) in the event any member of the Group makes an acquisition of any person, business or assets after the Control Date excluding the Acquisition (each such person (together with its Subsidiaries), business or asset being an Acquired Entity), for Relevant Periods any part of which fall before the end of the third full Financial Quarter to occur after the date of completion of such acquisition:

(aa)         there shall be no requirement to include or consolidate financial information or projections in respect of the Acquired Entity for the purposes of any reporting requirements (including any financial statements or budget) under the Finance Documents; and

(bb)         when calculating any financial covenant or ratio under the Finance Documents or any related usage, ratchet or permission, the Company (acting reasonably and in good faith) shall be permitted to determine the Consolidated EBITDA, the quantum of Financial Indebtedness, cash and Cash Equivalent Investments and the quantum or calculation of any other metric, in each case attributable to or held by or in respect of the Acquired Entity by reference to any current or historical information or projections available to the Company; and

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(II) in the event that any period specified in this Clause 25 for the Group to deliver any financial statements, documents or other information expires on a day which is not a Business Day, that period shall be extended so as to expire on the next Business Day.

(b) The Parent shall ensure that each of the financial statements delivered to the Agent pursuant to paragraph (a) above shall:

(i) include a balance sheet, profit and loss account and cash flow statement;

(ii) in respect of the Annual Financial Statements, be accompanied by management commentary and a comparison of actual performance for that period against projected performance for that period in the Budget and performance against the corresponding period in the last Financial Year (or, if there has been a change in the Financial Year end, the corresponding period in the preceding calendar year);

(iii) in respect of the Quarterly Financial Statements, be accompanied by management commentary and a comparison of actual performance for that period against the corresponding period in the last Financial Year (or, if there has been a change in the Financial Year end, the corresponding period in the preceding calendar year); and

(iv) fairly represent (subject to customary year-end adjustments) the financial condition of the Group and its operations as at the date on which those financial statements or accounts were drawn up and, in the case of the financial statements referred to in paragraph (a)(i) above only, shall be certified by the CEO, the CFO or an authorised signatory as giving a true and fair view of the financial condition of the Group.

(c) If the Parent so elects, it may satisfy any or all of the obligations to deliver financial statements or management accounts in accordance with paragraph (a) above by delivering:

(i) only quarterly and annual consolidated financial statements for the Parent (audited in the case of the annual consolidated financial statements of the Parent); or

(ii) only quarterly and annual consolidated financial statements for any Holding Company of the Parent (audited in the case of the annual consolidated financial statements of such Holding Company of the Parent) together with an unaudited summary of the differences between the financial information relating to the Group and the financial information provided in respect of such Holding Company.

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(d) In respect of any Financial Quarter ending after the Closing Date and on or before 30 June 2019, the Parent will deliver to the Agent, for distribution to the Lenders, within sixty (60) days after the end of each such Financial Quarter, a trading update for the Target Group in respect of that Financial Quarter.

25.2 Budget

(a) The Parent shall supply to the Agent within 60 (sixty) days after the beginning of each of its Financial Years (commencing with the first Financial Year beginning after the Control Date), an annual budget of the Group for such Financial Year.

(b) The Budget for each Financial Year commencing on or before the Control Date shall be the Base Case Model until the Parent (at its option) supplies to the Agent the Budget for any such Financial Year at such point that Budget shall replace the Base Case Model as the Budget for that Financial Year.

(c) The Parent shall ensure that each Budget (other than the Base Case Model):

(i) includes a projected consolidated profit and loss account (or income statement), balance sheet and cash flow statements for the Group and projected capital expenditure for the Group; and

(ii) subject to Clause 25.6 (Agreed Accounting Principles), is prepared in all material respects in accordance with the Accounting Principles, accounting practices and financial reference periods consistent with those applied to financial statements delivered under Clause 25 (Information and Accounting Undertakings).

25.3 Compliance Certificates

(a) The Parent shall deliver to the Agent with each set of Quarterly Financial Statements required to be delivered hereunder which relate to a Relevant Period ending on or after the First Testing Date, a Quarterly Compliance Certificate signed by the CEO, CFO or an authorised signatory of the Parent:

(i) (solely for information purposes for Lenders which are not Original Revolving Facility Lenders and, in the case of an Additional Revolving Facility, which are not Springing Covenant Revolving Facility Lenders) certifying whether or not as at the date of the relevant accounts the Test Condition is met and if such Test Condition is met (A) whether or not the Parent was in compliance with the financial covenant set out in Clause 26 (Financial Covenant) and (B) setting out (in reasonable detail) computations as to compliance with that financial covenant; and

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(ii) confirming the Margin and setting out (in reasonable detail) computations as to the calculation of the Margin as set out in the definition of Margin.

(b) The Parent shall deliver to the Agent with the Annual Financial Statements which relate to a Relevant Period ending on or after the First Testing Date, an Annual Compliance Certificate signed by the CEO, CFO or an authorised signatory of the Parent:

(i) (solely for information purposes for Lenders which are not Original Revolving Facility Lenders and, in the case of an Additional Revolving Facility, which are not Springing Covenant Revolving Facility Lenders) certifying whether or not as at the date of the relevant accounts the Test Condition is met and if such Test Condition is met (A) whether or not the Parent was in compliance with the financial covenant set out in Clause 26 (Financial Covenant) and (B) setting out (in reasonable detail) computations as to compliance with the financial covenant;

(ii) confirming the Margin and setting out (in reasonable detail) computations as to the calculation of the Margin set out in the definition of Margin;

(iii) confirming the amount of Excess Cash Flow and Retained Excess Cash;

(iv) confirming the Available Amount and details of any application or designation of any Available Amount in respect of any basket or exception in this Agreement; and

(v) confirming the Material Subsidiaries and the status of the requirements of paragraph (b) of Clause 27.22 (Guarantees and Security).

(c) Each Annual Compliance Certificate (solely for information purposes for Lenders which are not Original Revolving Facility Lenders and, in the case of an Additional Revolving Facility, which are not Springing Covenant Revolving Facility Lenders) shall, to the extent the Test Condition is met on the relevant Quarter Date, be reported on by or have attached a report from the Auditors confirming the proper extraction of the numbers used in the calculation of the financial covenant contained in Clause 26 (Financial Covenant) by reference to the Annual Financial Statements or other relevant financial statements referred to in paragraph (a)(i) of Clause 25.1 (Financial statements), subject to the Agent (or, as the case may be, each Finance Party) agreeing an engagement letter with the Auditors (and otherwise in such manner and on such conditions as the auditors specify) and entering into any required hold harmless, non-reliance or similar letter with the Auditors and only to the extent that the Auditors have not adopted a general policy of not providing such reports). The Parent shall use reasonable endeavours to ensure that the Auditors provide an engagement letter on acceptable terms.

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(d) At its election, the Company may deliver to the Agent a Margin Compliance Certificate relating to a Relevant Period ending on or after the end of the first Financial Quarter following the Closing Date but prior to the First Testing Date in order to confirm the Margin applicable. The Margin Compliance Certificate shall be signed by the CEO, CFO or an authorised signatory of the Company and shall confirm the Margin and set out (in reasonable detail) computations as to calculation of the Margin set out in the definition of Margin. If the Company elects to deliver to the Agent a Margin Compliance Certificate under this paragraph (d), it shall deliver a Margin Compliance Certificate with each Quarterly Financial Statements and Annual Financial Statements delivered thereafter until such time as the Compliance Certificates are otherwise required to be delivered pursuant to paragraphs (a) and/or (b) above.

25.4 Investigations

Each Obligor will (and the Parent will ensure that each other member of the Group will) while an Event of Default is continuing under any of Clauses 28.1 (Payment Default), 28.7 (Insolvency) or 28.8 (Insolvency Proceedings), permit the Agent or other professional advisers engaged by the Agent (after consultation with the Parent as to the scope of the investigation and engagement), at the cost of the Parent (but subject to prior notification to the Parent; and where such costs are notified to be in aggregate greater than €250,000.00 then subject to the prior consent of the Parent) and otherwise at the cost of the Finance Parties:

(a) access (in the presence of a representative of the Parent) at reasonable times and on reasonable notice to the books, accounts and records of each member of the Group to the extent the Agent (acting reasonably) considers such books, accounts or records to be relevant to the Event of Default which has occurred and to inspect and take copies of and extracts from such books, accounts and records; and

(b) during normal business hours and on reasonable notice to meet and discuss such Event of Default with senior management of the relevant Obligor or other member of the Group,

provided that all information obtained as a result of such access shall be subject to the confidentiality restrictions set out in this Agreement.

25.5 Other Information

The Parent will, and will procure that each Obligor shall (unless it is aware that another Obligor has already done so), promptly upon becoming aware of or receiving a request (as the case may be) deliver to the Agent for distribution to the Lenders:

(a) details of any material litigation, arbitration or administrative proceedings which are current, pending or threatened against any member of the Group which are reasonably likely to be adversely determined and which would, if so adversely determined, have a Material Adverse Effect;

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(b) at the same time as sent by the Parent, any other material document or material information sent to the Parent’s creditors generally (or any class of them) by reason of financial difficulty; and

(c) such other information relating to the financial condition, assets or operation of any Obligor, as the Agent (acting on the instructions of the Majority Lenders) may from time to time reasonably request.

25.6 Agreed Accounting Principles

(a) The Parent shall procure that all its Financial Statements delivered or to be delivered to the Agent under this Agreement shall be prepared in accordance with the Original Accounting Principles. If such Financial Statements are prepared on a different accounting basis to the Original Accounting Principles (including in the case of a change of Accounting Principles or accounting practices):

(i) the Parent shall promptly so notify the Agent (unless the Agent has been notified of the relevant change in relation to a previous set of Financial Statements);

(ii) if requested by the Agent following notification under paragraph (i) above, the Parent must promptly supply to the Agent a full description of the change notified under paragraph (i) above and a statement (the Reconciliation Statement) signed by the CEO or CFO;

(iii) the Parent and the Agent shall promptly after such notification enter into negotiations in good faith with a view to agreeing (A) such amendments to the terms set out in Clause 26 (Financial Covenant) and/or the definitions of any or all of the terms used therein as are necessary to give the Lenders comparable protection to that contemplated at the date of this Agreement and (B) any other amendments to this Agreement which are necessary to ensure that the adoption by the Group of such different accounting basis does not result in any material alteration in the commercial effect of the obligations of the Parent or any Obligor in the Finance Documents;

(iv) if amendments satisfactory to the Majority Lenders (acting reasonably and in accordance with the provisions of this Clause 25.6) are agreed by the Parent and the Agent in writing within 30 (thirty) days of such notification to the Agent, those amendments shall take effect and be binding on all Parties in accordance with the terms of that agreement and any change in the Accounting Principles, the accounting practices or the reference periods referred to shall, to the extent relevant, become part of the Original Accounting Principles on that basis (subject to any further application of this paragraph (iv)); and

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(v) if such amendments are not so agreed within 30 (thirty) days, the Parent shall promptly deliver to the Agent:

(A) in reasonable detail and in a form satisfactory to the Agent, details of all such adjustments as need to be made to the relevant financial statements in order to reflect the applicable Accounting Principles at the date of delivery of the relevant financial statements;

(B) only to the extent the financial covenant is applicable with respect to the most recently ended Relevant Period, sufficient information, in form and substance as may be reasonably required by the Majority Revolving Facility Lenders to enable the Majority Revolving Facility Lenders to determine whether the financial covenant set out in Clause 26 (Financial Covenant) has been complied with including but not limited to a Reconciliation Statement to be delivered with each set of Financial Statements; and

(C) together with the Compliance Certificate delivered with the Annual Financial Statements for that Financial Year, written confirmation from the Auditors (addressed to the Agent) confirming the basis for such changes and the calculations and adjustments provided by the Parent under paragraphs (A) and (B) above (subject to the Agent (or, as the case may be, each Finance Party) agreeing an engagement letter with the Auditors (and otherwise in such manner and on such conditions as the auditors specify) and entering into any required hold harmless, non-reliance or similar letter with the Auditors and only to the extent that firms of auditors of international repute have not adopted a general policy of not providing such confirmation),

provided that paragraphs (iii), (iv) and (v) above shall not apply in respect of a change to the Original Accounting Principles that is consistent with the implementation of IFRS 16.

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(b) No alteration may be made to the Accounting Reference Date of the Parent without the prior written consent of the Agent (acting solely on the instructions of the Majority Lenders) (in which event the Agent may require such changes to the financial covenant set out in Clause 26 (Financial Covenant) and/or definitions of any or all of the terms used therein, and any Financial Year based general baskets, exceptions and permissions and in relation to the amount and timing of mandatory prepayments of Excess Cash Flow, as are necessary to give the Lenders comparable protection to that contemplated at the date of this Agreement as will fairly reflect such change) provided that the consent of the Agent (acting solely on the instructions of the Majority Lenders (acting reasonably and in accordance with the provisions of this Clause)) shall not be required to any such change where:

(i) the Accounting Reference Date is changed to another Quarter Date and the Financial Year is no longer than twelve (12) months as a result of such change; or

(ii) the Parent:

(A) delivers to the Agent (solely for the Original Revolving Facility Lenders and, in the case of a Springing Covenant Revolving Facility, the Springing Covenant Revolving Facility Lenders), in reasonable detail and in a form satisfactory to the Agent (acting solely on the instructions of the Original Revolving Facility Lenders and, in the case of a Springing Covenant Revolving Facility, the Springing Covenant Revolving Facility Lenders (in each case acting reasonably and in accordance with the provisions of this Clause 25.6)) on the date of delivery of each set of Annual Financial Statements required to be delivered as contemplated by Clause 25.1 (Financial statements) but only to the extent the financial covenant is applicable with respect to the Relevant Period covered in such Annual Financial Statements, details of all such adjustments as need to be made to such financial statements to provide the information required to test compliance with the financial covenant set out in Clause 26 (Financial Covenant);

(B) together with the Compliance Certificate delivered with the Annual Financial Statements for that Financial Year solely for the Original Revolving Facility Lenders and, in the case of a Springing Covenant Revolving Facility, the Springing Covenant Revolving Facility Lenders, provides written confirmation from the Auditors (addressed to the Agent) confirming the basis for such changes and the calculations and adjustments provided by the Parent under paragraph (A) above; and

(C) enters into an agreement satisfactory to the Agent (acting on the instructions of the Majority Lenders (acting reasonably and in accordance with the provisions of this Clause 25.6)) with regard to the amount and timing of mandatory prepayments of Excess Cash Flow as contemplated in this Agreement and Financial Year based general baskets, exceptions and permissions, in each case which places the Lenders in no worse position as a result of such change than they would have been in if no change had taken place,

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provided further that the Parent may not exercise this right to alter its Accounting Reference Date on more than two occasions during the life of the Facilities.

25.7 Notification of Default

The Parent will, promptly after becoming aware of it, notify the Agent of the occurrence of any Event of Default that is continuing (and the steps if any being taken to remedy it), unless the Parent is aware that a notification has already been provided by an Obligor.

25.8 Annual Presentation

Once in every Financial Year at least one director of the Company (which may include the CEO or the CFO) shall give a single presentation to the Finance Parties, at a time and venue agreed with the Agent (acting reasonably), about the financial performance of the Group (and which may be held by way of video conference or conference call).

25.9 “Know your customer” checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement (or, if later, the date upon which a person became a Party to this Agreement);

(ii) any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement (or, if later, the date upon which a person became a Party to this Agreement); or

(iii) a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a Party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly, upon the request of the Agent or any Lender, supply, or procure the supply of, such documentation and other evidence as is requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective New Lender provided it has entered into a confidentiality undertaking as required by Clause 42 (Confidentiality)) in order for the Agent, such Lender or any prospective New Lender to carry out and be satisfied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations (including the US Patriot Act and the Beneficial Ownership Regulation (if applicable)) pursuant to the transactions contemplated in the Finance Documents.

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(b) Each Lender shall promptly, upon the request of the Agent, supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied with the results of all necessary “know your customer” or other similar checks that it is required to carry out under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(c) The Parent shall, by not less than five (5) Business Days’ written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to Clause 31 (Changes to the Obligors).

(d) Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Obligor obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in respect of that Additional Obligor in circumstances where the necessary information is not already available to it, the Parent shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender (for itself or on behalf of any prospective New Lender) provided it has entered into a confidentiality undertaking as required by Clause 42 (Confidentiality) in order for the Agent, any Lender or any prospective New Lender to carry out and be satisfied with the results of all necessary “know your customer” or other similar checks that it is required to carry out under all applicable laws and regulations (including the US Patriot Act and the Beneficial Ownership Regulation (if applicable)) pursuant to the accession of such subsidiary to this Agreement as an Additional Obligor pursuant to Clause 31 (Changes to the Obligors).

25.10 Alternative Reporting

Notwithstanding any other term of the Finance Documents, in respect of any Relevant Period ending prior to the Control Date, the Parent shall only be required to deliver to the Agent a copy of any set of quarterly, semi-annual or annual financial statements of the Target which are required to be delivered to public shareholders in the Target (in each case promptly following the date on which such financial statements have been delivered to the public shareholders in the Target) or such other information as the Parent may elect to provide (acting reasonably). Notwithstanding any other term of the Finance Documents (including this Clause 25), delivery of financial statements pursuant to this Clause 25.10 shall satisfy all reporting and other information and certification requirements in the Finance Documents in respect of such period (including as regards the form of and requirements in relation to financial statements and any accompanying information, statements, certifications and management commentary) such that no further documents, statements, certifications or information shall be required to be delivered pursuant to this Clause 25.10 in respect of such period.

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25.11 Public Reporting

Notwithstanding any other term of the Finance Documents (including this Clause 25), following the occurrence of any IPO Event, delivery to the Agent of a copy of each set of financial statements of the relevant IPO Entity which are delivered to public shareholders in that IPO Entity shall be deemed to satisfy all requirements of this Clause 25 (including as regards the form of and requirements in relation to financial statements and any accompanying information, statements and management commentary), this Agreement and the other Finance Documents such that no further documents, statements or information shall be required to be delivered pursuant to this Clause 25, this Agreement and the other Finance Documents provided that, where applicable, the Parent shall still be required to comply with any obligation to:

(a) deliver a Compliance Certificate pursuant to and in accordance with the provisions of Clause 25.3 (Compliance Certificates);

(b) notify the Agent of any Default that is continuing pursuant to Clause 25.7 (Notification of Default); and

(c) deliver any “know your customer” information pursuant to Clause 25.9 (“Know your customer” checks).

25.12 Restrictions

Notwithstanding any other term of the Finance Documents:

(a) all reporting and other information requirements in the Finance Documents shall be subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of information concerning the Group or otherwise binding on any member of the Group; and

(b) until such time as the Target is delisted from the NASDAQ Helsinki, no member of the Group shall be required to comply with any reporting or other information requirements in the Finance Documents which would require it to deliver accounts or financial statements or disclose other information which the Target Group was not otherwise required to deliver or disclose.

26. Financial Covenant

26.1 Financial definitions

For the purposes of this Agreement:

Capital Lease means, as applied to any person, any lease of any property (whether real, personal or mixed) by that person as lessee that would be classified and accounted for as a capitalised lease on the statement of financial position or balance sheet of such person for financial reporting purposes prepared on the basis of the Original Accounting Principles and which, for the avoidance of doubt, shall exclude any lease, concession, license of property or other arrangement (or guarantee thereof) which would be considered an operating lease under the Original Accounting Principles which is subsequently treated as a finance or capital lease as a result of any change to the treatment of such leases or other arrangements under the Accounting Principles.

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Consolidated EBITDA means, in relation to the Parent and its Restricted Subsidiaries, an amount determined on a consolidated basis equal without duplication to the sum of (x) the Consolidated Net Income for such period, plus (y) the sum of the following to the extent deducted (other than with respect to paragraph (i) below) or not otherwise taken into account in calculating such Consolidated Net Income:

(a) Consolidated Financial Interest Expense; all other interest expense, amortisation, commissions, discounts, premiums and other fees and charges in the nature of (or similar to) interest expense, pension liability interest costs, Receivables Fees, dividends or other distributions on preferred stock, in each case, whether paid or accrued (including under or in connection with any guarantee of any Financial Indebtedness or other obligation of any other person);

(b) Consolidated Taxes;

(c) consolidated depreciation expense;

(d) consolidated amortisation or impairment expense (including, without limitation, amortisation of goodwill, software and other intangible assets and/or impairment of bad debt expense);

(e) (x) any expenses, charges or other costs related to any issuance of anyequity (or similar interest) (including any Permitted Share Issue), listing of such interests (including any Listing), investment (including any Investment), acquisition (including amounts paid in connection with the acquisition or retention of one or more individuals comprising part of a management team retained to manage the acquired business and any expenses, charges or other costs related to deferred or contingent payments), disposition, discontinued operations or assets held for sale in accordance with the Accounting Principles, recapitalisation, option buyout or the incurrence, amendment, modification or repayment, redemption or discharge of any Financial Indebtedness (including any premium and/or prepayment penalty), in each case whether or not permitted by this Agreement (whether or not successful) (including any such fees, expenses or charges related to the Acquisition and discharging the Existing Target Debt (including any fees, costs and expenses in connection with related due diligence activities)), or (y) any losses relating to foreign exchange risk management which are not related to ordinary course business and trade operations, in each case, as determined in good faith by the Board of Directors of the Parent;

(f) (x) any minority interest expense (whether paid or not) consisting ofincome attributable to minority equity interests of third parties in such period or any prior period, and without deducting any dividends declared or paid on, or other cash payments in respect of, equity interests held by such third parties, and (y) any net earnings, income, or share of profit (or loss) of any joint venture, minority interest or similar arrangement of any member of the Group that is not wholly-owned by another member of the Group and any associated company or undertaking;

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(g) the amount of management, monitoring, consulting and advisory fees and related indemnities and expenses paid in such period to any Investor or Holding Company of the Parent, to the extent not prohibited by the terms of this Agreement;

(h) other non-cash charges, write-downs or items reducing Consolidated Net Income (excluding such non-cash charge, write-down or item represents an accrual of, or reserve for, cash charges expected to be paid in cash in any future period (other than with respect to any earn-outs), or other charges, write-downs or items classified by the Parent or any other member of the Group as special, extraordinary, exceptional, unusual or nonrecurring charges, write-downs or items, as the case may be, minus other non-cash charges, write-downs or items of income increasing Consolidated Net Income (excluding any such non-cash charges, write-downs or items to the extent it represents a receipt of cash expected to be paid in cash in any future period);

(i) the proceeds of any business interruption insurance or equivalent insurance received or that become receivable during such period to the extent the associated losses arising out of the event that resulted in the payment of such business interruption insurance or equivalent insurance proceeds were included in computing Consolidated Net Income;

(j) payments received or that become receivable with respect to, expenses that are covered by the indemnification provisions in any agreement and/or under any applicable insurance policy to the extent such expenses were included in computing Consolidated Net Income;

(k) any distributions or payments made directly or by means of discounts with respect of any participation interest issued or sold in connection with, and any other fees paid to a person which is not a member of the Group in connection with any Permitted Factoring and discounts on the sale of accounts receivables in connection with any Permitted Factoring representing, in the Board of Directors of the Parent’s or any other member of the Group’s reasonable determination, the implied interest component of such discount for such period;

(l) costs, charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of synergies, product margin synergies and product cost and other synergies, cost savings, operating expense reductions, business optimisation and similar initiatives, integration, redundancy, transition, reconstruction, decommissioning, re-commissioning or reconfiguration of fixed assets for alternative uses, facilities opening and pre-opening, business optimization and other restructuring costs, charges, accruals, reserves and expenses (including any Acquisition Costs, Restructuring Costs, inventory optimization programs, software development costs and costs related to the closure or consolidation of facilities and plants and curtailments, costs related to entry into new markets, consulting fees, signing costs, retention or completion bonuses, relocation expenses, severance payments, modifications to pension and post-retirement employee benefit plans and other employee benefit plans, post-employment benefits, new systems design, implementation costs, information technology implementation and/or development costs, and project start-up costs and legal costs relating to any of the foregoing)); and

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(m) any addbacks for adjustments or costs or expenses reflected in the Base Case Model and/or any adjustments made in determining Opening Consolidated EBITDA.

Consolidated Financial Interest Expense means, for any period (in each case, determined on the basis of the Accounting Principles), the consolidated net interest income/expense of the Parent and its Restricted Subsidiaries related to Financial Indebtedness and (a) including: (i) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (ii) the interest component of Capital Leases and (iii) net payments, if any, pursuant to interest rate Treasury Transactions with respect to Financial Indebtedness but (b) excluding: (i) any pension liability interest cost, (ii) amortisation of discount, debt issuance cost and premium, commissions, discounts and other fees and charges owed or paid with respect to financings or other liabilities, (iii) costs associated with any Treasury Transaction, (iv) any expense resulting from the discounting of any Financial Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (v) interest with respect to Financial Indebtedness of any holding company of such person appearing upon the balance sheet of such person solely by reason of push-down accounting under the Accounting Principles, (vi) any one off cash payments, premia, fees, costs or expenses in connection with the purchase of a Treasury Transaction or which arises upon maturity, close out or termination of a Treasury Transaction, (vii) all one off agency, arrangement, underwriting, upfront, original issue discount, amendment, consent or other front end, one off or similar non-recurring fees (and any amortisation thereof) and (viii) any withholding tax (or gross up obligation) on interest receivable, received payable or paid.

Consolidated Net Income means, for any period, the net income (loss) of the Parent and its Restricted Subsidiaries determined on a consolidated basis on the basis of the Accounting Principles; provided, however, that there will not be included in such Consolidated Net Income:

(a) subject to the limitations contained in paragraph (c) below, any net income (loss) of any person if such person is not a Restricted Subsidiary, except that the net income of any such person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalent Investments actually distributed by such person during such period to the Parent or a Restricted Subsidiary as a dividend or other distribution or return on investment or that could have been so distributed (as determined in good faith by the CFO, CEO or other authorised signatory of the Parent) (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in paragraph (b) below and such amount being grossed up in respect of any applicable taxes applicable to such dividend or other distribution or return on investment);

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(b) solely for the purposes of determining the amount available for making dividends or distributions not prohibited by the terms of this Agreement pursuant to the CNI Growth Amount or the definition of Available Amount, any net income (loss) of any Non-Obligor if such Non-Obligor is subject to restrictions on the payment of dividends or the making of distributions by such Non-Obligor to the Parent (or any other Obligor that holds the equity interests of such Non-Obligor, as applicable) by operation of the terms of such Non-Obligor’s constitutional documents or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Non-Obligor or its shareholders other than:

(i) restrictions that have been waived or otherwise released;

(ii) restrictions pursuant to the Finance Documents or any Permitted Alternative Finance Documents (or any document with respect to any refinancing thereof) or any other document to the extent relating to any Financial Indebtedness of any member of the Group to the extent not prohibited under this Agreement;

(iii) contractual restrictions in effect on the Closing Date with respect to a Non-Obligor in the Target Group (including pursuant to the Finance Documents), and other restrictions with respect to such Non-Obligor that, taken as a whole, are not materially less favourable to the relevant Non-Obligor than such restrictions in effect on the Closing Date,

except that the net income of any such Non-Obligor for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalent Investments actually distributed or that could have been distributed by such Non-Obligor during such period to the Parent or another Obligor as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this paragraph (b) and such amount being grossed up in respect of any applicable taxes applicable to such dividend or other distribution or return on investment);

(c) any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Parent or any Restricted Subsidiaries (including pursuant to any sale/leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the Board of Directors of the Parent);

(d) any:

(i) extraordinary, one-off, non-recurring, exceptional or unusual gain, loss, expense or charge (including for the avoidance of doubt, any tax referable to any payments, dividends or other distributions made or declared intra-group); and

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(ii) charges or reserves in respect of any restructuring, redundancy, relocation, refinancing, Acquisition Costs, Restructuring Costs, integration or severance or other post-employment arrangements, signing, retention or completion bonuses, acquisition or transaction costs, earn outs, business optimization, information technology implementation or development costs, costs related to governmental investigations and curtailments or modifications to pension or post-retirement benefits schemes, litigation or any asset impairment charges or the financial impacts of natural disasters (including fire, flood and storm and related events),

in each case, as determined in good faith by the Board of Directors of the Parent;

(e) the cumulative effect of a change in Accounting Principles;

(f) any non-cash compensation charge or expense arising from any grant of stock, stock options, stock appreciation right or other equity based awards (including any repricing, amendment, modification, substitution or change of any such right or award), any non-cash deemed finance charges in respect of any pension liabilities or other provisions, any noncash net after tax gains or losses attributable to the termination or modification of any employee pension benefit plan and any charge or expense relating to any payment made to holders of equity based securities or rights in respect of any dividend sharing provisions of such securities or rights to the extent such payment was made as permitted by this Agreement;

(g) all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Financial Indebtedness or Treasury Transactions and any net gain (loss) from any write-off or forgiveness of Financial Indebtedness;

(h) any unrealised gains or losses in respect of Treasury Transactions or other financial instruments or any ineffectiveness recognised in earnings related to qualifying hedge transactions or the fair value or changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of Treasury Transactions;

(i) any unrealised foreign currency transaction gains or losses in respect of Financial Indebtedness, liabilities or other obligations of the Parent or any Restricted Subsidiary denominated in a currency other than the functional currency of such person and any unrealised foreign exchange gains or losses resulting from re-measuring assets, liabilities and other obligations denominated in foreign currencies (including any currency re-measurement of Financial Indebtedness and/or any foreign currency translation or transaction related to currency-related risk);

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(j) any unrealized foreign currency translation or transaction gains or losses in respect of Financial Indebtedness or other obligations of the Parent or any Restricted Subsidiary owing to the Parent or any Restricted Subsidiary (including any currency re-measurement of Financial Indebtedness and/or any foreign currency translation or transaction related to currency-related risk);

(k) any one-time non-cash charges or any amortisation or depreciation, in each case to the extent related to the Acquisition and discharging the Existing Target Debt or any acquisition of another person or business or resulting from any reorganisation or restructuring involving the Parent or any of its Restricted Subsidiaries (including any fees, costs or expenses in connection with related due diligence activities);

(l) any purchase accounting effects including, but not limited to, adjustments to inventory, property and equipment, leases, software, goodwill, in-process research and development, deferred revenue, advanced billing, intangible assets and deferred revenues in component amounts required or permitted by the Accounting Principles and related authoritative pronouncements (including the effects of such adjustments pushed down to the Parent and the Restricted Subsidiaries), as a result of any consummated acquisition or the amortisation or write-off of any amounts thereof (including any write-off of in process research and development) and/or recapitalisation accounting;

(m) Consolidated Taxes to the extent in excess of cash payments made in respect of such Consolidated Taxes;

(n) any goodwill or other intangible asset amortisation charge, impairment charge or write-off or write-down;

(o) the impact of capitalised, accrued, accreting or pay-in-kind interest or principal on any Subordinated Indebtedness; and

(p) any earn-out and/or contingent consideration obligation (including, to the extent accounted for as a bonus, compensation or otherwise) incurred in connection with any Permitted Acquisition or permitted Investment which is paid or accrued during such period, including any Permitted Acquisition or Investment consummated prior to the Closing Date.

Consolidated Net Leverage Ratio means, as of any date of determination, the ratio of (x) Consolidated Total Net Debt at such date to (y) the aggregate amount of Consolidated Pro Forma EBITDA for the most recently completed Relevant Period.

Consolidated Pro Forma EBITDA for any Relevant Period, means Consolidated EBITDA as adjusted in accordance with Clause 26.3 (Calculations) below.

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Consolidated Senior Secured Net Debt means, with respect to the Parent and its Restricted Subsidiaries, the sum of:

(a) in each case to the extent constituting Consolidated Total Debt, the aggregate principal outstanding amount of any Senior Lender Liabilities, Senior Secured Notes Liabilities and Cash Management Facility Liabilities (as each such terms are defined in the Intercreditor Agreement);

(b) any Specified Target Indebtedness that has not been repaid, redeemed or discharged (and including, with effect from the Specified Target Indebtedness Longstop Date, any Refinancing Debt in respect of any Specified Target Indebtedness that was outstanding on such date); less

(c) the amount of cash and Cash Equivalent Investments held by the Parent and its Restricted Subsidiaries as of such date (including any cash held in the Target Indebtedness Refinancing Account or subject to any Target Indebtedness Escrow Arrangement).

Consolidated Senior Secured Net Leverage Ratio means, as of any date of determination, the ratio of (x) Consolidated Senior Secured Net Debt at such date to (y) the aggregate amount of Consolidated Pro Forma EBITDA for that Relevant Period.

Consolidated Taxes means Taxes or other payments, including deferred taxes, as defined under the Accounting Principles as reasonably applied by the Parent and its Restricted Subsidiaries, property taxes, withholding taxes, franchise taxes and similar taxes, unreimbursed value added taxes (including, in each case, penalties and interest relating to any such taxes or arising from any tax examination and including any tax paid or payable pursuant to any tax sharing arrangement or as a result of any intercompany distribution) whether or not paid, estimated, accrued or required to be remitted to any governmental authority.

Consolidated Total Debt means the sum of the aggregate principal, capital or nominal outstanding amount of any Financial Indebtedness of the Parent and its Restricted Subsidiaries excluding:

(a) any Treasury Transaction;

(b) any Financial Indebtedness in relation to the minority interests line in the balance sheet of any member of the Group;

(c) any Financial Indebtedness represented by shares except for shares redeemable mandatorily or at the option of the holder prior to the final maturity date of the Facilities; and

(d) all contingent liabilities under a guarantee, indemnity, bond, standby or documentary letter of credit unless the underlying liability covered by such instrument has become due and payable and remains unpaid, provided that (without double counting) the aggregate principal amount of any Permitted Alternative Debt incurred by a Holding Company of the Parent that is not a member of the Group, which is guaranteed by any member of the Group shall be counted.

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Consolidated Total Net Debt means, with respect to the Parent and its Restricted Subsidiaries, the sum of:

(a) Consolidated Total Debt as of the relevant date of calculation; less

(b) the amount of cash and Cash Equivalent Investments held by the Parent and its Restricted Subsidiaries as of such date (including any cash held in the Target Indebtedness Refinancing Account or subject to any Target Indebtedness Escrow Arrangement).

Consolidated Total Secured Net Debt means the sum of the aggregate principal amount outstanding of the Facilities together with:

(a) in each case to the extent constituting Consolidated Total Debt, the aggregate principal outstanding amount of any Senior Lender Liabilities, Senior Secured Notes Liabilities and Cash Management Facility Liabilities (as each such terms are defined in the Intercreditor Agreement);

(b) any Specified Target Indebtedness that has not been repaid, redeemed or discharged (and including, with effect from the Specified Target Indebtedness Longstop Date, any Refinancing Debt in respect of any Specified Target Indebtedness that was outstanding on such date);

(c) in each case to the extent constituting Consolidated Total Debt, the aggregate principal outstanding amount of any Second Lien Lender Liabilities and Second Lien Notes Liabilities (as each such term is defined in the Intercreditor Agreement); less

(d) the amount of cash and Cash Equivalent Investments held by the Parent and its Restricted Subsidiaries as of such date (including any cash held in the Target Indebtedness Refinancing Account or subject to any Target Indebtedness Escrow Arrangement).

Consolidated Total Secured Net Leverage Ratio means, as of the date of determination, the ratio of (x) Consolidated Total Secured Net Debt at such date to (y) the aggregate amount of Consolidated Pro Forma EBITDA for the most recently completed Relevant Period.

Current Assets means, at any time, the consolidated current assets (other than cash and Cash Equivalent Investments, the current portion of current and deferred Taxes based on income, profits or capital, permitted loans made to third parties, assets held for sale, pension assets, deferred bank fees and derivative financial instruments and management fee receivables) of the Parent and its Restricted Subsidiaries under the Accounting Principles.

Current Liabilities means, at any time, the consolidated current liabilities of the Parent and its Restricted Subsidiaries at such time under the Accounting Principles, but excluding, without duplication:

(a) the current portion of any long-term or funded Financial Indebtedness;

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(b) all Financial Indebtedness consisting of (i) Utilisations or utilisations or other outstandings in respect of any Permitted Alternative Debt, Refinancing Debt or Permitted Acquired Indebtedness and (ii) utilisations under any Ancillary Facility, Fronted Ancillary Facility or any other revolving credit or similar facility;

(c) the current portion of interest expense;

(d) the current portion of any Capital Lease;

(e) the current portion of current and deferred Taxes based on income, profit or capital;

(f) liabilities in respect of unpaid earn-outs or deferred acquisition costs;

(g) the current portion of any other long-term liabilities;

(h) current accrual costs associated with any restructuring or business optimization (including accrued severance and accrued facility closure costs);

(i) liabilities in respect of funds of third parties on deposit with the Parent or any of its Restricted Subsidiaries;

(j) any liabilities recorded in connection with stock-based awards, partnership interest-based awards, awards of profits interests, deferred compensation awards and similar incentive based compensation awards or arrangements;

(k) any other liabilities that are not Financial Indebtedness and will not be settled in cash or Cash Equivalent Investments during the next succeeding twelve month period after such date;

(l) the effects from applying purchase accounting;

(m) any accrued professional liability risks; and

(n) restricted marketable securities,

provided that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital (1) arising from acquisitions or disposals by the Group shall be measured from the date on which such acquisition or disposal occurred until the first anniversary of such acquisition or disposal with respect to the Person subject to such acquisition or disposal and (2) shall exclude (I) the impact of non-cash adjustments contemplated in the Excess Cash Flow calculation, (II) the impact of adjusting items in the definition of Consolidated Net Income and (III) any Working Capital Adjustment as a result of (x) the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under any hedging agreements or other derivative obligations, (y) any reclassification, other than as a result of the passage of time, in accordance with the Accounting Principles of assets or liabilities, as applicable, between current and noncurrent or (z) the effects of acquisition method accounting.

Entity or Business means any person, property, business or material fixed asset acquired by the Group (and, for the avoidance of doubt, the Target Group shall be an acquired Entity or Business) or any group of assets constituting an operating unit of a business.

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Excess Cash Flow means, for any Relevant Period ending on or about the last day of the relevant Financial Year, an amount equal to the excess of:

(a) the sum, without duplication, of (in each case, for the Parent and its Restricted Subsidiaries on a consolidated basis):

(i) Consolidated Net Income for such period;

(ii) an amount equal to all non-cash charges to the extent deducted in arriving at such Consolidated Net Income and cash receipts to the extent excluded in arriving at such Consolidated Net Income;

(iii) decreases in Working Capital for such period (except as a result of (A) the reclassification of items from short-term to long-term or vice versa or (B) any such decreases arising from acquisitions or disposals completed during such period or the application of purchase accounting);

(iv) an amount equal to the aggregate net non-cash loss on disposals by the Group during such period (other than disposals in the ordinary course of trading) to the extent deducted in arriving at such Consolidated Net Income;

(v) cash payments received in respect of hedging or derivative arrangements during such period to the extent not included in arriving at such Consolidated Net Income;

(vi) extraordinary gains to the extent not otherwise included in arriving at such Consolidated Net Income,

over

(b) the sum, without duplication, of:

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income, cash charges to the extent excluded in arriving at such Consolidated Net Income and fees, expenses or charges related to the Acquisition and discharging the Existing Target Debt or the incurrence, amendment, modification or repayment, redemption or discharge of any other Financial Indebtedness (including any premium and/or prepayment penalty), in each case whether or not permitted by this Agreement (and whether or not successful) (including, in each case, any fees, costs or expenses in connection with related due diligence activities) to the extent not deducted in arriving at such Consolidated Net Income and paid in cash during such period;

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(ii) without duplication of amounts deducted pursuant to paragraph (xi) below in prior Financial Years, the amount of capital expenditures or acquisitions of intellectual property made in cash or accrued during such period or, at the option of the Parent, following the end of such period and prior to the date on which the relevant Excess Cash Flow payment is due (provided such amount is then ignored in determining Excess Cash Flow for the following Financial Year), to the extent that such capital expenditures or acquisitions were not financed with any of the proceeds received from the incurrence of long-term Financial Indebtedness other than Financial Indebtedness that is revolving indebtedness (unless such Financial Indebtedness has been repaid other than with the proceeds of long-term Financial Indebtedness);

(iii) the aggregate amount of all principal payments of Financial Indebtedness of the Group, including, without limitation:

(A) the principal component of payments in respect of Capital Leases;

(B) the amount of any scheduled repayment of Facility B Loans and any other Term Loans; and

(C) the amount of any mandatory prepayment of Facility B Loans and any other Term Loans and any mandatory redemption, repurchase, defeasance or prepayment of any Additional Facilities, any other Permitted Financial Indebtedness, any Permitted Acquired Indebtedness and any Refinancing Debt pursuant to the corresponding provisions of the governing documentation thereof, in each case from the proceeds of any disposal that resulted in an increase to Consolidated Net Income (and has not otherwise been excluded under the definition thereof) and not in excess of the amount of such increase,

but excluding:

(I) all other prepayments, repurchases, defeasances and/or redemptions of Utilisations and any Additional Facilities; and

(II) all prepayments of revolving loans made during such period (other than in respect of any revolving facility to the extent there is an equivalent permanent reduction in commitments thereunder, excluding in respect of (x) the Revolving Facility and (y) any other revolving loans, except to the extent financed by (aa) the incurrence of long-term Financial Indebtedness, (bb) an Equity Contribution or (cc) disposals outside the ordinary course of trading);

(iv) an amount equal to the aggregate net non-cash gain on disposals by the Group during such period (other than disposals in the ordinary course of trading) to the extent included in arriving at such Consolidated Net Income;

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(v) increases in Working Capital for such period (except as a result of (A) the reclassification of items from short-term to long-term or vice versa or (B) any such decreases arising from acquisitions or disposals completed during such period or the application of purchase accounting);

(vi) cash payments by any member of the Group during such period in respect of deferred purchase price and/or earn out obligations and long-term liabilities of the Group other than Financial Indebtedness;

(vii) without duplication of amounts deducted pursuant to paragraph (xi) below in prior Financial Years, the amount of Investments made with cash or Cash Equivalent Investments (other than Investments made in cash and Cash Equivalent Investments) and acquisitions made during such period or, at the option of the Parent, following the end of such period and prior to the date on which the relevant Excess Cash Flow payment is due (provided such amount is then ignored in determining Excess Cash Flow for the following Financial Year), to the extent that such Investments and acquisitions were not financed with any of the proceeds received from the incurrence of long-term Financial Indebtedness other than Financial Indebtedness that is revolving indebtedness;

(viii) the amount of Permitted Payments paid in cash during such period or, at the option of the Parent, following the end of such period and prior to the date on which the relevant Excess Cash Flow payment is due (provided such amount is then ignored in determining Excess Cash Flow for the following Financial Year), to the extent such Permitted Payments were not financed with any of the proceeds received from the incurrence of long-term Financial Indebtedness other than Financial Indebtedness that is revolving indebtedness;

(ix) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by a member of the Group during such period that are required to be made in connection with any prepayment, redemption, purchase, defeasance or other satisfaction of Financial Indebtedness;

(x) the aggregate amount of expenditures actually made by a member of the Group in cash during such period (including expenditures for the payment of financing fees);

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(xi) without duplication of amounts deducted from Excess Cash Flow in other periods, (A) the aggregate consideration required to be paid in cash by any member of the Group pursuant to binding contracts, commitments, letters of intent or purchase orders (the Contract Consideration) entered into prior to or during such period and (B) any planned cash expenditures by any member of the Group (the Planned Expenditures), in the case of each of paragraphs (A) and (B) above, relating to Permitted Acquisitions (or Investments similar to those made for Permitted Acquisitions), capital expenditures or acquisitions of intellectual property to be consummated or made, or restructuring costs anticipated to be paid, during the period of four consecutive Financial Quarters of the Parent following the end of such period (except to the extent financed with any of the proceeds received from the incurrence of long-term Financial Indebtedness (other than Financial Indebtedness that is revolving indebtedness), provided that to the extent that the aggregate amount of cash actually utilised to finance such Permitted Acquisitions (or Investments similar to those made for Permitted Acquisitions), capital expenditures, acquisitions of intellectual property or restructuring costs during such following period of four consecutive Financial Quarters is less than the Contract Consideration and Planned Expenditures, the amount of such shortfall shall be added to the calculation of Excess Cash Flow, at the end of such period of four consecutive Financial Quarters;

(xii) the amount of taxes or tax reserves set aside or unpaid (without duplication) in such period;

(xiii) cash expenditures made in respect of hedging or derivative arrangements during such period to the extent not deducted (or to the extent excluded) in arriving at such Consolidated Net Income;

(xiv) decreases in current and non-current deferred revenue to the extent included or not deducted in arriving at such Consolidated Net Income;

(xv) extraordinary one-off or one-time, non-recurring, exceptional or unusual losses;

(xvi) any amount received by way of an Equity Contribution to the extent otherwise included or not deducted in arriving at such Consolidated Net Income;

(xvii) to the extent included in Consolidated Net Income, an amount equal to the amount of any Consolidated Net Income which is attributable to any third party (not being a member of the Group) which is a shareholder (or, as the case may be, partner) in any member of the Group; and

(xviii) any amounts paid in connection with any Regulatory Transaction.

Financial Quarter means the period commencing on the day immediately following a Quarter Date and ending on the next occurring Quarter Date.

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Financial Year means each annual account period of the Parent ending on the Accounting Reference Date in each year.

First Testing Date has the meaning given to such term in Clause 26.3 (Calculations).

Group Initiative means any action or step (including any restructuring, reorganisation, cost reduction, redundancy program, new or revised contract or other similar initiative) taken or committed to be taken by the Group.

Pro Forma Acquisition Adjustments has the meaning given to such term in Clause 26.3 (Calculations) below.

Pro Forma Adjustments means Pro Forma Acquisition Adjustments, Pro Forma Disposal Adjustments or Pro Forma Group Initiative Adjustments.

Pro Forma Disposal Adjustments has the meaning given to such term in Clause 26.3 (Calculations) below.

Pro Forma Group Initiative Adjustments has the meaning given to such term in Clause 26.3 (Calculations) below.

Quarter Date means each of 31 March, 30 June, 30 September and 31 December or such other dates which correspond to the quarter end dates within the relevant Financial Year.

Receivables Fees means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Permitted Factoring.

Relevant Period means (a) (if ending on a Quarter Date) each period of four consecutive Financial Quarters ending on a Quarter Date or (b) (if ending on the day of a month not being a Quarter Date) the period of twelve consecutive months ending on the last day of a calendar month (which for the avoidance of doubt may include periods prior to the Closing Date in accordance with Clause 26.3 (Calculations)).

Retained Cash means, at any time and from time to time to the extent allocated as such at the option of the Parent and to the extent not previously applied or allocated for a particular purpose, Retained Excess Cash; Closing Overfunding; Net Cash Proceeds; any prepayment waived (and not taken up by another Lender) or deemed waived by a Lender, any amounts received or receivable from any person which is not a member of the Group for the purpose of, or with the intention that such amounts are available to be used for, the relevant expenditure (including under the Acquisition Documents or agreements governing any Permitted Acquisitions (by way of indemnity, compensation or otherwise)); prepayments under any relevant contractual arrangements; investment grants; and capital contributions received from landlords in relation to real property).

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Retained Cash Flow means (a) Excess Cash Flow, if positive, not required to be applied in prepayment of the Facilities, any Additional Facility, any Permitted Alternative Debt or any Permitted Acquired Indebtedness, including for the avoidance of doubt all Excess Cash Flow generated in each Financial Year ended after the date of this Agreement prior to the application of Clause 12.3 (Excess Cash Flow) and (b) (without double counting), the Excess Cash Flow De Minimis to the extent deducted in determining the amount of Excess Cash Flow required to be prepaid.

Retained Excess Cash means accumulated unspent Retained Cash Flow from previous years identified in the Compliance Certificates delivered with the Annual Financial Statements to the extent not utilised or applied in accordance with the terms of the Finance Documents and shall for the avoidance of doubt include all Excess Cash Flow generated in any Financial Year which ends after the Closing Date but which is not required to be prepaid.

Sold Entity or Business means any person, property, business, material fixed asset or any group of assets constituting an operating unit of a business sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Group.

Test Condition means, on any Test Date, the aggregate outstanding amount of all Loans under the Original Revolving Facility and any Springing Covenant Revolving Facility (including any Replacement Revolving Facility that is a Springing Covenant Facility) (in each case excluding: (i) any Utilisations by way of Letters of Credit (or bank guarantees) or non-cash Ancillary Facilities; or (ii) drawings identified by an Obligor as being drawn in connection with the financing of any Permitted Acquisition or capital expenditure (and, solely for the purpose of determining whether the Test Condition is met, the amount of the exclusion for the purposes of this sub-paragraph (ii) shall not exceed €105,000,000)) and less the aggregate amount of cash and Cash Equivalent Investments held by members of the Group as at such date) exceeds 40 per cent of the aggregate of: (x) the Total Original Revolving Facility Commitments as at the date of this Agreement or, if higher, the amount of the Total Original Revolving Facility Commitments which may be utilised as at such Test Date; and (y) the Total Commitments in respect of any Springing Covenant Revolving Facility (including any Replacement Revolving Facility that is a Springing Covenant Facility) as at the date of the relevant Additional Facility Notice or Refinancing Amendment or, if higher, the amount of the Total Commitments in respect of any such Springing Covenant Revolving Facility which may be utilised as at such Test Date.

Test Date means each Quarter Date or if such date is not a Business Day, the Parent may elect that such date shall be the next Business Day or the immediately preceding Business Day.

Working Capital means, as at any date of determination, the excess of Current Assets over Current Liabilities.

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Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Working Capital as of the beginning of such period exceeds (or is less than) Working Capital as of the end of such period; provided that there shall be excluded (a) the effect of reclassification during such period between current assets and long term assets and current liabilities and long term liabilities (with a corresponding restatement of the prior period to give effect to such reclassification), (b) the effect of any Disposal of any person, property, business, material fixed asset or any group of assets constituting an operating unit of a business sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Group during such period, (c) the effect of any fluctuations in the amount of accrued and contingent obligations under any Hedging Agreement, and (d) the application of purchase or recapitalisation accounting.

26.2 Financial Condition

The undertaking in this Clause 26.2 shall unless otherwise indicated in this Agreement remain in force from the date of this Agreement for so long as any amount is outstanding under the Original Revolving Facility or any Springing Covenant Revolving Facility or any Original Revolving Facility Commitment, any Additional Revolving Facility Commitment under a Springing Covenant Revolving Facility or a Replacement Revolving Facility Commitment under a Springing Covenant Revolving Facility is in force.

For the benefit of the Lenders under the Original Revolving Facility and any Springing Covenant Revolving Facility only (in that capacity only), the Parent shall ensure that the Consolidated Senior Secured Net Leverage Ratio on the last day of each Relevant Period ending on a Test Date on or after the First Testing Date will not exceed 8.00:1.00, provided that, notwithstanding anything to the contrary in the Finance Documents:

(a) no financial ratio test contemplated by this Clause 26.2 shall be required to be satisfied for any purpose unless at 5pm on any Test Date on and after the First Testing Date the Test Condition is met; and

(b) in relation to any Facility other than the Original Revolving Facility and any Springing Covenant Revolving Facility, failure to satisfy the financial ratio test set out in this Clause 26 shall not (and shall not be deemed to) directly or indirectly constitute, or result in, a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default.

26.3 Calculations

(a) The first Test Date for determining whether the Test Condition is met for the purposes of testing the financial covenant in Clause 26.2 (Financial Condition) will be the later of (i) the first Quarter Date which is the last day of the third full Financial Quarter commencing after the Closing Date and (ii) the Quarter Date which is the last day of the first Financial Quarter ending after the Control Date (the First Testing Date).

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(b) Without prejudice to the proviso to Clause 26.2 (Financial Condition), the financial covenant contained in Clause 26.2 (Financial Condition) will be tested:

(i) on a rolling basis for the Relevant Periods ending on each of the relevant dates referred to in Clause 26.2 (Financial Condition); and

(ii) on the date of delivery of, and by reference to, the Quarterly Financial Statements or, as the case may be, the Annual Financial Statements for the applicable Relevant Period solely if the Test Condition is met at 5 pm on the last day of such Relevant Period.

(c) For the purposes of calculating any financial covenant or ratio (including financial definitions or component thereof) or related, usage, ratchet or permission:

(i) such calculations will be made in accordance with the Finance Documents;

(ii) the principal amount of any Financial Indebtedness (including any non-euro Facilities) shall be converted into euro at the following exchange rates:

(A) with respect to any Financial Indebtedness for which the Group has entered into interest rate and/or cross currency derivatives, the rate or level adjusted to take into account the effect of such derivative; and

(B) with respect to all other Financial Indebtedness (or, if the Parent so elects (in its sole discretion), any Financial Indebtedness set out in paragraph (A) above), the interest rate and/or exchange rate shall be, at the election and determination of the Parent at any time and from time to time (w) the closing exchange rate on the last day of the Relevant Period, (x) the weighted average exchange rates for the Relevant Period; (y) otherwise consistent with the exchange rate methodology applied in the financial statements delivered pursuant to Clause 25.1 (Financial statements); or (z) such rate taking into account any cross currency derivatives entered into by the Group; and

(iii) no item shall be included or excluded more than once where to do so would result in double counting.

(d) For the purposes of calculating any financial covenant or ratio (including financial definitions or components thereof but excluding for the avoidance of doubt Excess Cash Flow) or related, usage, ratchet or permission:

(i) when determining (or, as applicable, forecasting) Consolidated EBITDA for any Relevant Period (including the portion thereof occurring prior to any relevant Purchase (as defined below)), the Parent may, subject to the provisions of paragraph (e) below:

(A) if during such period the Parent or any Restricted Subsidiary (by merger or otherwise) has made or committed to make an Investment in any person that thereby becomes (or will become) a Restricted Subsidiary or otherwise has acquired or committed to acquire any Entity or Business (any such Investment, acquisition or commitment therefor, a Purchase), including any such Purchase occurring in connection with a transaction causing a calculation to be made under this Agreement or the other Finance Documents, calculate Consolidated EBITDA for such period on the basis that the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, mutatis mutandis) attributable to the assets which are the subject of such Purchase during such Relevant Period as if the Purchase occurred on the first day of such Relevant Period;

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(B) include an adjustment in respect of any Purchase up to the amount of the pro forma increase in Consolidated EBITDA projected by the Parent (in good faith) after taking into account the full run rate effect of all synergies, cost savings, operating expense reductions, operating improvements or other similar initiatives which the Parent (in good faith) believes can be achieved directly or indirectly as a result of the Purchase or the related steps within 24 months of the date of completion of such Purchase provided that so long as such synergies, cost savings, operating expense reductions, operating improvements or other similar initiatives will be realisable at any time during such period, it may be assumed they will be realisable during the entire such period without prejudice to the synergies, cost savings, operating expense reductions, operating improvements or other similar initiatives actually realised during the Relevant Period and already included in Consolidated EBITDA (the Pro Forma Acquisition Adjustments); and/or

(C) exclude any non-recurring fees, costs and expenses directly or indirectly related to the Purchase; and/or

(ii) when determining (or, as applicable, forecasting) Consolidated EBITDA for any Relevant Period (including the portion thereof occurring prior to any relevant Sale (as defined below)), the Parent may, subject to the provisions of paragraph (e) below:

(A) if during such period the Parent or any Restricted Subsidiary has disposed or committed to make a disposal of any Sold Entity or Business (any such sale, transfer, disposition or commitment therefor, a Sale) or if the transaction giving rise to the need to calculate Consolidated EBITDA relates to such a Sale, calculate Consolidated EBITDA for such period on the basis that Consolidated EBITDA will be reduced by an amount equal to the earnings before interest, tax, depreciation, amortisation and impairment (calculated on the same basis as Consolidated EBITDA, mutatis mutandis) (if positive) attributable to the assets which are the subject of such Sale for such period or increased by an amount equal to the earnings before interest, tax, depreciation, amortisation and impairment (calculated on the same basis as Consolidated EBITDA, mutatis mutandis) (if negative) attributable thereto for such period as if the Sale occurred on the first day of such Relevant Period provided that if the Parent elects to make such an adjustment and the relevant sale constitutes “discontinued operations” in accordance with the Accounting Principles, Consolidated Net Income shall be reduced by an amount equal to the Consolidated Net Income (if positive) attributable to such operations for such period or increased by an amount equal to the Consolidated Net Income (if negative) attributable thereto for such period;

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(B) include an adjustment in respect of any Sale up to the amount of the pro forma increase in Consolidated EBITDA projected by the Parent (in good faith) after taking into account the full run rate effect of all synergies, cost savings, operating expense reductions, operating improvements or other similar initiatives which the Parent (in good faith) believes can be achieved directly or indirectly as a consequence of the Sale or the related steps within 24 months of the date of completion of such Sale provided that so long as such synergies, cost savings, operating expense reductions, operating improvements or other similar initiatives will be realisable at any time during such period, it may be assumed they will be realisable during the entire such period without prejudice to the synergies, cost savings, operating expense reductions, operating improvements or other similar initiatives actually realised during the Relevant Period and already included in Consolidated EBITDA (the Pro Forma Disposal Adjustments); and/or

(C) exclude any non-recurring fees, costs and expenses directly or indirectly related to the Sale; and/or

(iii) when determining (or, as applicable, forecasting) Consolidated EBITDA for any Relevant Period (including the portion thereof occurring prior to implementing or committing to implement such Group Initiative), the Parent may, subject to the provisions of paragraph (e) below:

(A) include an adjustment in respect of each Group Initiative up to the amount of the pro forma increase in Consolidated EBITDA projected by the Parent (in good faith) after taking into account the full run rate effect of all synergies, cost savings, operating expense reductions, operating improvements, revenue increases or other adjustments or similar initiatives which the Parent (in good faith) believes can be achieved directly or indirectly as a result of implementing or committing to implement such Group Initiative within 24 months of implementing or committing to implement such Group Initiative provided that so long as such synergies, cost savings, operating expense reductions, operating improvements or other similar initiatives will be realisable at any time during such period, it may be assumed they will be realisable during the entire period without prejudice to the synergies, cost savings, operating expense reductions, operating improvements or other similar initiatives actually realised during the Relevant Period and already included in Consolidated EBITDA (the Pro Forma Group Initiative Adjustments); and/or

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(B) exclude any non-recurring fees, costs and expenses directly or indirectly related to the implementation of, or commitment to implement, such Group Initiative.

(e) Save in respect of Pro Forma Adjustments included in Opening Consolidated EBITDA or as set out in the Base Case Model (which shall be uncapped), where any Pro Forma Adjustments are included in any calculations, in respect of any individual: (x) Purchase, (y) Sale or (y) Group Initiative (each a Relevant Action), if the aggregate amount of Pro Forma Adjustments taken into account in any applicable calculation in relation to that Relevant Action (or, in respect of paragraph (iii) below, in relation to all Relevant Actions taken into account in any applicable calculation), exceed an amount equal to:

(i) ten (10) per cent. (but less than or equal to fifteen (15) per cent.) of Consolidated Pro Forma EBITDA, a director of the Parent or the Company shall certify the aggregate amount of Pro Forma Adjustments in respect of that Relevant Action; and

(ii) fifteen (15) per cent. of Consolidated Pro Forma EBITDA, such Pro Forma Adjustments shall be commented on as not being unreasonable by a reputable third party financial due diligence provider, accountant, auditor or industry specialist (or such other firm approved by the Majority Lenders) (which commentary may be provided in any accompanying due diligence report) provided that if the relevant due diligence provider, accountant, auditor or specialist as a matter of practice in respect of such confirmation require Finance Parties to sign an engagement, hold harmless, non-reliance or other similar letter with them, the Finance Parties have agreed and entered into any such letters (in such manner and on such conditions as the relevant due diligence provider, accountant, auditor or industry specialist specify) with the accountancy firm or industry specialist; and

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(iii) in aggregate twenty (20) per cent. of Consolidated Pro Forma EBITDA, such Pro Forma Adjustments shall not be taken into account (but only to the extent they exceed such amount).

(f) In relation to the definitions set out in Clause 26.1 (Financial definitions) and all other related provisions of the Finance Documents (including this Clause 26):

(i) all calculations will be as determined in good faith by the CEO or CFO (including in respect of synergies, cost savings, operating expense reductions, operating improvements or other similar initiatives); and

(ii) all calculations in respect of synergies, cost savings, operating expense reductions, operating improvements or other similar initiatives (in each case actual or anticipated) may be made as though the full run-rate effect of such synergies, cost savings, operating expense reductions, operating improvements or other similar initiatives were realised on the first day of the Relevant Period.

(g) In the event that Consolidated EBITDA or Consolidated Net Income (as applicable) is to be calculated prior to the end of the fourth complete Financial Quarter after the Closing Date, Consolidated EBITDA or Consolidated Net Income (as applicable) for any part of the applicable Relevant Period falling prior to the date on which the Target Group became part of the Group shall be calculated on the basis that the definition of Consolidated EBITDA or Consolidated Net Income (as applicable) is to be construed as if references to the Group were references to the Target Group.

(h) In the event that Consolidated Financial Interest Expense is to be calculated prior to the end of the fourth complete Financial Quarter after the Closing Date, Consolidated Financial Interest Expense in respect of the period falling prior to the Closing Date and solely in respect of the Target Group shall be calculated as follows:

A x 12

B

where:

A = the aggregate Consolidated Financial Interest Expense solely for the Target Group for each complete month commencing after the Closing Date to the end of the relevant testing period; and

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B = the number of complete months commencing after the Closing Date to the end of the relevant testing period.

(i) In the event that:

(i) any Accounting Reference Date is adjusted by the Parent to avoid an Accounting Reference Date falling on a day which is not a Business Day and/or to ensure that an Accounting Reference Date falls on a particular day of the week; or

(ii) there is any adjustment to a scheduled payment date to avoid payments becoming due on a day which is not a Business Day,

if that adjustment results in any amount being paid in a Relevant Period in which it would otherwise not have been paid, for the purpose of calculating any financial definition or ratio under the Finance Documents the Parent may treat such amount as if it were paid in the Relevant Period in which it would have been paid save for any such adjustment.

(j) Unless a contrary indication appears, a reference to Consolidated EBITDA and Consolidated Net Income (as applicable) is to be construed as a reference to the Consolidated EBITDA and Consolidated Net Income (as applicable) of the Parent and its Restricted Subsidiaries on a consolidated basis.

(k) Notwithstanding anything to the contrary (including anything in the financial definitions set out in this Agreement), when calculating any financial covenant or ratio under the Finance Documents (including, in each case, the financial definitions or component thereof but excluding Excess Cash Flow) or related usage, ratchet or permission, the Company shall be permitted to:

(i) exclude all or any part of any expenditure or other negative item (and/or the impact thereof) directly or indirectly relating to or resulting from:

(A) the Acquisition or the impact from purchase price accounting;

(B) start-up costs for new businesses and branding or re-branding of existing businesses; and

(C) Acquisition Costs and/or Restructuring Costs; and/or

(ii) include any addbacks for adjustments or costs or expenses reflected in the Base Case Model and/or any adjustment made in determining Opening Consolidated EBITDA.

(l) In relation to any lease, concession, license of property or other arrangement (or guarantee thereof) which would be considered an operating lease under the Original Accounting Principles (Operational Leases), to the extent such Operational Leases are subsequently treated as a finance lease or capital lease as a result of any change to the treatment of such leases or other arrangements under the Accounting Principles as opposed to operating leases, such obligations shall be treated in accordance with the Original Accounting Principles.

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26.4 Equity Cure Rights

(a) The Company may in accordance with, and to the extent set out in this Clause 26.4, cure or prevent a breach of the financial covenant in Clause 26.2 (Financial Condition) so that:

(i) in the case of a cure, the Event of Default which arose by virtue of such breach, if cured in accordance with this Clause 26.4, shall be deemed not to have arisen (other than, until it is so cured, for the purposes of Clause 4.2 (Further conditions precedent)); or

(ii) in the case of a prevention, that Event of Default which otherwise would have arisen will not arise.

(b) Subject to paragraph (d) below, a breach of the financial covenant in Clause 26.2 (Financial Condition) may be prevented (a prevention) or, as the case may be, shall be deemed cured (a cure):

(i) if the receipt by the Group of the proceeds of a New Shareholder Injection (other than the proceeds of any amount contributed to the Parent pursuant to an arrangement of the type envisaged by paragraph (u) of the definition of Permitted Payment) provided that the aggregate amount of those proceeds are sufficient such that, if the financial covenant in Clause 26.2 (Financial Condition) is calculated as of the relevant Quarter Date including such New Shareholder Injection (or, in the case of a cure, recalculated as if such New Shareholder Injection had been made during the relevant Relevant Period), the relevant financial covenant would have been complied with. At the option of the Parent (at such times and for such parts of the applicable Relevant Period as the Parent shall specify from time to time), all or any part of any such New Shareholder Injection may be added to Consolidated EBITDA or taken into account when calculating Consolidated Senior Secured Net Debt; and/or

(ii) if, at any time after the relevant Test Date, the Test Condition is no longer met, whether as a consequence of a New Shareholder Injection, the repayment of any amount of any Revolving Facility Loans and/or any Loans under any Springing Covenant Revolving Facility, additional cash or Cash Equivalent Investments being generated or otherwise made available to the Group, or otherwise (and the Test Condition shall then be deemed not to have been met on the relevant Test Date).

(c) In order to cure a breach of the financial covenant in Clause 26.2 (Financial Condition) pursuant to:

(i) paragraph (b)(i) above, the relevant New Shareholder Injection shall be required to have been received by the Group on or prior to the date falling 20 (twenty) Business Days after the earlier of the date of delivery to the Agent of the Compliance Certificate evidencing such breach or the date on which the Compliance Certificate disclosing such breach was required to be delivered (the Cure Deadline). The Parent shall notify the Agent on or prior to the relevant Cure Deadline if it has elected to take into account all or any part of a New Shareholder Injection received by the Group on or prior to that date in the calculation of Consolidated EBITDA or Consolidated Senior Secured Net Debt; and

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(ii) paragraph (b)(ii) above, the Company shall notify the Agent in writing upon the Test Condition no longer being met.

(d) The Company’s entitlement to cure breaches of the financial covenant in Clause 26.2 (Financial Condition) in accordance with this Clause 26.4 is subject to the following restrictions:

(i) the Company shall not have the ability to cure breaches of the financial covenant pursuant to paragraph (b)(i) of Clause 26.4 by persons making more than two New Shareholder Injections in any four consecutive Financial Quarters; and

(ii) the Parent shall not have the ability to cure breaches of the financial covenant pursuant to paragraph (b)(i) of Clause 26.4 by persons making more than five (5) New Shareholder Injections which are at the election of the Parent taken into account in the calculation of Consolidated EBITDA or Consolidated Senior Secured Net Debt,

provided that:

(A) any New Shareholder Injection made in (or, in the case of a cure, in respect of) any Financial Quarter shall be included in the financial covenant calculations until such time as that Financial Quarter falls outside the applicable Relevant Period;

(B) there shall be no restriction on the amount of any New Shareholder Injection exceeding the minimum amount required to prevent or, as the case may be, cure any breach of a financial covenant; and

(C) there shall be no restriction on the number or frequency of New Shareholder Injections applied in connection with a prevention or a cure under paragraph (b)(ii) above.

(e) No amount of a New Shareholder Injection which is added to Consolidated EBITDA pursuant to paragraph (b)(i) above shall count towards any other permission or usage under this Agreement (for example, in respect of a Permitted Acquisition, Acceptable Funding Source or constitute an “Available Amount”).

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(f) Any New Shareholder Injections so provided and any adjustments made to Consolidated EBITDA or Consolidated Senior Secured Net Debt (in each case in respect of any cure only) pursuant to paragraph (b)(i) above shall not apply when calculating the applicable Margin or any other calculations for the Relevant Period in respect of which the cure was effected.

(g) In relation to:

(i) any New Shareholder Injections so provided prior to the date of delivery of the relevant Compliance Certificate for the Relevant Period:

(A) the Compliance Certificate for that Relevant Period shall set out the revised financial covenant for the Relevant Period by giving effect to the adjustments to Consolidated EBITDA or Consolidated Senior Secured Net Debt under this Clause 26.4 and confirming that such New Shareholder Injections have been provided; and

(B) if such New Shareholder Injections are provided on or prior to the last date of that Relevant Period, the unspent amount of such New Shareholder Injections will not be double counted with the amount of such New Shareholder Injections deemed provided in accordance with sub-paragraph (g)(i) above; and

(ii) any such New Shareholder Injections so provided pursuant to paragraph (b)(i) above following the date of delivery of the relevant Compliance Certificate for the Relevant Period, immediately following the proceeds of those New Shareholder Injections being provided to it, the Parent shall provide a revised Compliance Certificate to the Agent (signed by the CEO or CFO) setting out the revised financial covenant for the Relevant Period by giving effect to the adjustments to Consolidated EBITDA or Consolidated Senior Secured Net Debt under this Clause 26.4.

27. General Undertakings

The undertakings in this Clause 27 shall unless otherwise indicated in this Agreement remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

27.1 Authorisations and Consents

Subject to the Legal Reservations and Perfection Requirements, each Obligor will promptly apply for, obtain and promptly renew from time to time and maintain in full force and effect all material Authorisations to the extent required under any applicable law or regulation of a Relevant Jurisdiction to enable it to:

(a) enter into, and perform its material obligations under the Finance Documents to which it is party;

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(b) carry out the transactions contemplated by the Finance Documents to which it is a party and to ensure that, subject to the Legal Reservations and Perfection Requirements, its obligations under the Finance Documents to which it is a party are valid, legally binding and enforceable and each of the Transaction Security Documents to which it is a party constitutes valid security ranking, subject to the Legal Reservations and Perfection Requirements, in accordance with its terms; and

(c) carry on its business,

save to the extent failure to do so would not reasonably be expected to have a Material Adverse Effect.

27.2 Compliance with Laws

Each Obligor will, and will ensure that each of its Restricted Subsidiaries will, comply with all laws and regulations binding upon it save where non-compliance would not reasonably be expected to have a Material Adverse Effect.

27.3 Pari passu Ranking

Each Obligor will ensure that (except pursuant to a Notifiable Debt Purchase Transaction) at all times any unsecured and unsubordinated claims of a Finance Party against it under each of the Finance Documents rank at least pari passu with all its other present and future unsecured and unsubordinated creditors except creditors whose claims are mandatorily preferred by laws of general application to companies.

27.4 Insurances

(a) The Parent will, and will ensure that each of its Restricted Subsidiaries will, effect and thereafter maintain at its own expense (whether under any Group policy or otherwise) such insurances in respect of its material assets and business of an insurable nature which:

(i) provide cover against risks which are normally insured against by other companies of comparable size, in the relevant jurisdiction owning, possessing or leasing similar assets and carrying on similar businesses; and

(ii) are at levels usual for a business of its size and nature as may be reasonably available in the insurance market,

where failure to do so would have a Material Adverse Effect.

(b) No member of the Group shall be required to maintain any key-man life insurance or to ensure that any insurance arrangements include any loss payee endorsements or arrangements in favour of the Finance Parties.

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27.5 Taxes

Each Obligor will, and will ensure that each of its Restricted Subsidiaries will pay and discharge all Taxes imposed by any agency of any state upon it or any of them or any of its or their assets, income or profits or any transactions undertaken or entered into by it or any of them due and payable by it or that Restricted Subsidiary within the time period allowed therefor without imposing material penalties (save in the event of a bona fide dispute with regard to any Tax in respect of which proper provisions has, if appropriate, been made in the accounts of the relevant Obligor or to the extent that such payment can be lawfully withheld) where failure to do so would have a Material Adverse Effect.

27.6 Pension Schemes

Each Obligor will (and will ensure that each of its Restricted Subsidiaries will) ensure that all pension schemes for the time being operated by members of the Group are funded to the extent required by law, where (taking into account any applicable insurance arrangements) failure to do so would have a Material Adverse Effect.

27.7 Intellectual Property

(a) Other than as otherwise permitted by another provision of this Agreement (including if such step constitutes a Permitted Disposal), each Obligor will and will ensure that each of its Restricted Subsidiaries will:

(i) observe and comply with all obligations and laws to which it in its capacity as registered proprietor, beneficial owner, user, licensor or licensee of the Material Intellectual Property which is required to conduct the business of the Group and where failure to do so would have a Material Adverse Effect;

(ii) do all acts as are necessary to preserve, maintain, protect and safeguard such Material Intellectual Property as is required to conduct the business of the Group where failure to do so would have a Material Adverse Effect;

(iii) not change, terminate or discontinue the use of any of any Material Intellectual Property required to conduct its business nor allow it to be infringed or used in such a way that it is put at risk by becoming generic or by being identified as disreputable if in each case to do so would have a Material Adverse Effect; and

(iv) not grant any licence to any person to use the Material Intellectual Property required to conduct the business if to do so would have a Material Adverse Effect.

(b) On and from the Transaction Security Longstop Date, the Parent shall procure that each of the Major Brands owned by a member of the Group is owned by an Obligor.

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27.8 Mergers

No Obligor will and each Obligor will ensure that none of its Restricted Subsidiaries will amalgamate, merge, demerge or consolidate with or into any other person or undertake any corporate reorganisation or other reorganisation except for any Permitted Acquisition, Permitted Disposal or Permitted Transaction.

27.9 Change of Business

The Parent will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Similar Business, except to such extent as would not be material to the Parent and its Restricted Subsidiaries (taken as a whole). Notwithstanding anything to the contrary, nothing in this Clause shall prohibit any acquisition, investment or disposal permitted by the terms of this Agreement.

27.10 Disposals

No Obligor will and each Obligor will procure that none of its Restricted Subsidiaries will (whether by a single transaction or a number of related or unrelated transactions and whether at the same time, and whether voluntary or involuntary or over a period of time) sell, transfer, grant, lease or licence out, lend or otherwise dispose of any of its assets except pursuant to a Permitted Transaction or Permitted Disposal.

27.11 Arm’s Length Transactions

No Obligor will and each Obligor will ensure that none of its Restricted Subsidiaries will enter into any material arrangement or transaction with any Investor or Holding Company of the Parent or any Unrestricted Subsidiary other than on an arm’s length basis (or better), save for:

(a) any Permitted Junior Debt Payment;

(b) any Permitted Payment;

(c) any Permitted Transaction or

(d) Any transaction permitted by Clause 27.28 (Unrestricted Subsidiaries).

27.12 Negative Pledge

No Obligor will and each Obligor will ensure that none of its Restricted Subsidiaries will create or permit to subsist any Security or Quasi Security on or over the whole or any part its undertaking or assets (present or future) except for Permitted Security or a Permitted Transaction.

27.13 Indebtedness

No Obligor will, and each Obligor will ensure that none of its Restricted Subsidiaries will, incur or permit to subsist or remain outstanding any Financial Indebtedness other than Permitted Financial Indebtedness or a Permitted Transaction.

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27.14 Guarantees

No Obligor will, and each Obligor will ensure that none of its Restricted Subsidiaries will, grant or permit to subsist or remain outstanding any guarantee of any other person other than a Permitted Transaction or a Permitted Guarantee.

27.15 Loans

No Obligor will, and each Obligor will ensure that none of its Restricted Subsidiaries will, make or agree to make or permit to be outstanding any loans or be a creditor in respect of any Financial Indebtedness other than Permitted Transactions, Permitted Payments, Permitted Guarantees or Permitted Loans.

27.16 Joint Ventures

No Obligor will, and each Obligor will ensure that none of its Restricted Subsidiaries will, enter into, invest in or acquire or permit to subsist any shares, stocks or similar ownership interest in a Joint Venture, or transfer any assets to (other than on arms’ length terms) or lend to or give any guarantee, indemnity or Security for or on behalf of a Joint Venture, other than a Permitted Joint Venture or a Permitted Transaction.

27.17 Acquisitions and Investments

No Obligor will and each Obligor will ensure that none of its Restricted Subsidiaries will:

(a) acquire any entity, shares or all or substantially all of a business or undertaking (or, in each case, any ownership interest in any of them); or

(b) incorporate a company,

other than any Permitted Acquisition or a Permitted Joint Venture, to the extent such acquisition or investment falls within paragraph (a) of the definition of Permitted Holding Company Activity, pursuant to a Permitted Share Issue or any Permitted Transaction.

27.18 Centre of Main Interests

No Obligor incorporated in the European Union shall without the prior written consent of the Agent (acting reasonably) deliberately cause or allow its centre of main interest (as that term is used in Article 3(1) of the Insolvency Regulation) to change in a manner which would materially adversely affect the Lenders.

27.19 Control and Share Issues

No Obligor shall (and each Obligor will ensure that none of its Restricted Subsidiaries will), issue any shares or grant any conditional or unconditional option, warrant or other right to call for the issue or allotment of, subscribe for, purchase or otherwise acquire any share of any member of the Group except pursuant to a Permitted Share Issue or a Permitted Transaction.

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27.20 Distributions out of Restricted Group

(a) Except as permitted under paragraph (b) below, the Parent shall not (and the Parent will ensure that no member of the Group will):

(i) declare, make or pay, directly or indirectly, any dividend, or make any other distribution, or pay any interest or other amounts, whether in cash or otherwise, on or in respect of its share capital or any class of its share capital, repay or distribute any share premium reserve;

(ii) redeem, purchase, defease, retire or repay any of its share capital;

(iii) pay any management, advisory or other fee to, or to the order of, a Restricted Person; or

(iv) pay, repay or prepay any principal, interest, fee, charge or other amount on or in respect of any Shareholders Loans or redeem, purchase or defease or discharge, exchange or enter into any sub-participation arrangements in respect of any amount outstanding under any Shareholder Loans owing to a Restricted Person.

(b) Paragraph (a) above does not apply to any payment or transaction which is:

(i) permitted under a Finance Document;

(ii) a Permitted Payment; or

(iii) a Permitted Transaction,

or in each case any payment made or transaction entered into to facilitate any such payment or transaction.

27.21 Holding Company

The Parent and the Company shall not trade, carry on any business, own any material assets or incur any material liabilities or grant any Security except for a Permitted Holding Company Activity.

27.22 Guarantees and Security

(a) The Parent shall ensure that, subject to the other provisions of this Clause 27.22 and the Agreed Security Principles, the Guarantor Coverage Test is satisfied:

(i) on the Transaction Security Longstop Date (or such later date as the Agent may agree) by reference to the Original Financial Statements (or, at the option of the Parent, such other financial statements for the most recently completed Relevant Period prior to such test date for which the Parent has sufficient available information to be able to determine the Guarantor Coverage Test provided that such information is provided to the Agent); and

(ii) thereafter, on each date provided for in paragraph (b) below by reference to the relevant Annual Financial Statements.

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(b) The Company shall ensure that, subject to the Agreed Security Principles, within one hundred and twenty (120) days of each date on which Annual Financial Statements are delivered to the Agent (or were required to be delivered to the Agent, if earlier) (or such later date as the Agent may agree), such members of the Group (as the Company may elect in its sole discretion) shall, subject to and on terms consistent with the Agreed Security Principles, accede as Additional Guarantors to ensure that the Guarantor Coverage Test is satisfied on such date by reference to such Annual Financial Statements.

(c) The Company shall ensure that, subject to and on terms consistent with the Agreed Security Principles:

(i) each member of the Target Group incorporated in a Security Jurisdiction which is a Material Subsidiary at the Closing Date (and, if relevant, such other members of the Target Group as the Company may elect in its sole discretion so as to satisfy the Guarantor Coverage Test) tested by reference to the Original Financial Statements (or, at the option of the Company, such other financial statements for the most recently completed Relevant Period prior to such test date for which the Company has sufficient available information to be able to determine the Guarantor Coverage Test) shall have acceded as an Additional Guarantor by the Transaction Security Longstop Date; and

(ii) each member of the Group incorporated in a Security Jurisdiction which becomes a Material Subsidiary after the Closing Date (by reference to the most recent Annual Financial Statements delivered to the Agent in accordance with this Agreement) will accede as an Additional Guarantor within one hundred and twenty (120) days of the date on which the Annual Financial Statements for the relevant Financial Year are delivered to the Agent in accordance with this Agreement.

27.23 Further Assurance

(a) Subject to the Agreed Security Principles and the terms of the Transaction Security Documents, each Obligor shall (and the Parent shall ensure that each member of the Group will) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):

(i) to complete the Perfection Requirements in relation to the Security created or intended to be created under or evidenced by the Transaction Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law;

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(ii) if a Security Enforcement Event is continuing to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.

(b) Subject to the Agreed Security Principles and the terms of the Transaction Security Documents, at the reasonable request of the Security Agent, each Obligor shall (and the Parent shall ensure that each member of the Group shall) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.

(c) In relation to any provision of this Agreement which requires the Obligors or any member of the Group to deliver any document for the purposes of granting any guarantee or Security for the benefit of all or any of the Finance Parties, the Security Agent agrees to execute as soon as reasonably practicable any such agreed form document which is presented to it for execution.

27.24 Intercreditor Agreement

The Parent shall, subject to the Agreed Security Principles, ensure that each member of the Group which is not an Obligor and which is or becomes a creditor in respect of any Financial Indebtedness of an Obligor (excluding any Financial Indebtedness which is outstanding for a period of less than 60 (sixty) days or which is otherwise incurred pursuant to ordinary course cash pooling arrangements) in an aggregate principal amount outstanding exceeding €32,000,000 or, if higher, an amount equal to 10 per cent of LTM EBITDA enters into or accedes to the Intercreditor Agreement as an “Intra-Group Lender” or “Debtor” (each as defined in the Intercreditor Agreement), in accordance with the Intercreditor Agreement.

27.25 Anti-Bribery Laws and Economic Sanctions Laws

(a) Neither the Parent nor any Obligor shall (and the Parent shall ensure that no other member of the Group will) directly or knowingly indirectly use the proceeds of the Facilities for any purpose which would breach any Anti-Bribery Law or use the proceeds of the Facilities to fund or finance any transaction involving a Sanctioned Person or Sanctioned Territory that would result in a breach of Economic Sanctions Laws.

(b) Each Obligor shall (and the Parent shall ensure that each other member of the Group will):

(i) conduct its businesses related to the Facilities in material compliance with applicable Anti-Bribery Laws and Economic Sanctions Laws; and

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(ii) maintain policies and procedures designed to promote and achieve compliance with applicable Anti-Bribery Laws and Economic Sanctions Laws.

(c) Each Obligor shall (and the Parent shall ensure that each other member of the Group will) not use any revenue or benefit derived directly from any activity or dealing with a Sanctioned Person or in a Sanctioned Territory in discharging any obligation due or owing to the Lenders, except as would not result in a violation of Economic Sanctions Laws by it or any Lender.

(d) This Clause 27.25 shall not be interpreted or applied in relation to the Parent, any Holding Company, any Obligor or any member of the Group to the extent that the obligations under this Clause result in any violation of, conflict with or liability under (i) Council Regulation (EC) 2271/96, (ii) section 7 of the German Foreign Trade Regulation (Aufienwirtschaftsverordnung), (iii) the Foreign Extraterritorial Measures Act (Canada)), or (iv) any similar anti-boycott or blocking law, regulation or statute that is in force from time to time in the European Union or in any jurisdiction of incorporation of a member of the Group.

(e) In relation to each Finance Party that notifies the Agent to this effect (each a Restricted Finance Party), this Clause 27.25 shall only apply for the benefit of that Restricted Finance Party to the extent that the sanctions clauses do not result in any violation of, conflict with or liability under (i) Council Regulation (EC) 2271/96, (ii) section 7 of the German Foreign Trade Regulation (Aufienwirtschaftsverordnung), (iii) the Foreign Extraterritorial Measures Act (Canada) or (iv) any similar anti-boycott or blocking law, regulation or statute that is in force from time to time in the European Union or in any jurisdiction of incorporation of a member of the Group.

(f) In connection with any amendment, waiver, determination, declaration, decision (including a decision to accelerate) or direction (each a Relevant Measure) relating to any part of this Clause 27.25 of which a Restricted Finance Party does not have the benefit:

(i) the Commitments of a Lender that is a Restricted Finance Party; and

(ii) the vote of any other Restricted Finance Party which would be required to vote in accordance with the provisions of this Agreement,

will be excluded for the purpose of determining whether the consent of the requisite Finance Parties to approve such Relevant Measure has been obtained.

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27.26 Qualifying Listing / Ratings Trigger

(a) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, on and from the first date on which the Release Condition (as defined in paragraph (b) below) is satisfied (but in respect of the Ratings Condition as defined in paragraph (b)(ii) below, only while the Ratings Condition is satisfied):

(i) the following obligations and restrictions shall cease to apply:

(A) the requirement to make mandatory prepayments under Clause 12.2 (Disposal) and Clause 12.3 (Excess Cash Flow);

(B) the requirement to deliver an annual budget under paragraph (a) of Clause 25.2 (Budget) and an annual presentation under Clause 25.8 (Annual Presentation);

(C) the requirement to test the financial covenant in Clause 26.2 (Financial Condition);

(D) the restrictions under Clause 27.4 (Insurances);

(E) the restrictions under Clause 27.6 (Pension Schemes);

(F) the restrictions under Clause 27.8 (Mergers);

(G) the restrictions under Clause 27.10 (Disposals);

(H) the restrictions under Clause 27.11 (Arm’s Length Transactions);

(I) the restrictions under Clause 27.13 (Indebtedness);

(J) the restrictions under Clause 27.14 (Guarantees);

(K) the restrictions under Clause 27.15 (Loans);

(L) the restrictions under Clause 27.16 (Joint Ventures);

(M) the restrictions under Clause 27.17 (Acquisitions and Investments);

(N) the restrictions under Clause 27.20 (Distributions out of Restricted Group) together with any other restriction under this Agreement or any other Finance Document on the distribution of dividends, return of share capital or other type of shareholder, Investor or an Affiliate of an Investor or other remuneration or payment; and

(O) the restrictions under Clause 27.27 (Junior Debt Payments);

(ii) the amount of each basket set by reference to a monetary amount for which a specific amount is set out in this Agreement and any definitions used therein (including all “annual”, “life of Facilities” and “at any time” and “aggregate” baskets) shall be increased by fifty per cent;

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(iii) costs incurred in connection with the preparation for, in anticipation of and as part of the execution of a Listing shall be treated as Acquisition Costs for the purposes of this Agreement; and

(iv) this Agreement will be reviewed in good faith by counsel to the Company in the relevant jurisdiction of the Listing and the Lenders shall consider in good faith all amendments proposed by the Company to ensure that it is consistent with compliance with the obligations incumbent on a listed company in such jurisdiction and, in particular, any obligation or undertaking under the Finance Documents which would not comply with applicable law, regulation or stock exchange requirements following the Listing shall cease to apply.

(b) For the purposes of this Clause 27.26, the Release Condition means satisfaction of either of the following conditions:

(i) a Listing has occurred which does not constitute a Change of Control and the Consolidated Net Leverage Ratio for the Relevant Period ending on the most recent Quarter Date for which a Compliance Certificate has been delivered to the Agent (adjusted as if the proceeds of that Listing that have been or will be applied in prepayment of the Facilities had been applied in prepayment of the Facilities on the last day of that Relevant Period) is equal to or less than 4.00:1.00 (the Qualifying IPO Condition); or

(ii) the long-term corporate credit rating of the Parent or the Group is equal to or better than Baa3 according to Moody’s Investor Services Limited or BBB- according to Standard & Poor’s Rating Services (the Ratings Condition).

27.27 Junior Debt Payments

The Parent shall not (and shall ensure that no member of the Group will) repay, prepay, purchase, defease, redeem or repurchase or otherwise retire for value or make any payment in respect of any Permitted Alternative Debt that is included in the definition of Second Lien Lender Liabilities or Second Lien Notes Liabilities (as each such term is defined in the Intercreditor Agreement) or Topco Group Liabilities or is otherwise subordinated to the Facilities under the terms of the Intercreditor Agreement (a Junior Debt Payment) other than any repayment, prepayment, purchase, defeasance, redemption, repurchase, retirement for value or payment which is a Permitted Junior Debt Payment, a Permitted Payment or which is otherwise permitted or not prohibited by the Intercreditor Agreement.

27.28 Unrestricted Subsidiaries

Notwithstanding anything to the contrary in the Finance Documents:

(a) no Unrestricted Subsidiary shall be a member of the Group and consequently no Unrestricted Subsidiary shall be entitled to benefit from any basket or exception in the Finance Documents relating to transactions between members of the Group or be subject to the mandatory prepayment, representations and warranties, affirmative and negative covenants, financial covenant, Events of Default or other provisions of this Agreement or the other Finance Documents and the disposal of Investments in Unrestricted Subsidiaries shall not be restricted pursuant to this Agreement or any other Finance Document; and

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(b) following the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, in addition and without prejudice to the other baskets and exceptions in the Finance Documents relating to transactions with persons that are not members of the Group, members of the Group shall be permitted to make any Investment in any Unrestricted Subsidiary provided that:

(i) the maximum aggregate outstanding principal amount invested pursuant to this sub-paragraph (b) shall not at any time exceed the Unrestricted Subsidiary Investment Basket or shall otherwise constitute a Permitted Transaction;

(ii) for the purpose of this paragraph, Investment shall include any acquisition of an ownership interest in, transfer of assets or loan to or grant of a guarantee or security in respect of obligations of, an Unrestricted Subsidiary, in each case without double counting, but, for the avoidance of doubt, shall not include transactions entered into or made on arm’s length terms in the ordinary course of business and shall exclude capitalised interest; and

(iii) any reference to an “Investment” in this paragraph (b) shall be a reference to that Investment as renewed, extended or otherwise replaced from time to time, however any increase in that Investment must be otherwise permitted under this paragraph (b) or another provision of the Finance Documents;

(c) in the event that a person ceases to be an Unrestricted Subsidiary:

(i) any amounts which would prior to such cessation have utilised any capacity under the Unrestricted Subsidiary Investment Basket as a result of such person being an Unrestricted Subsidiary shall be ignored for such purpose; and

(ii) any Investment made by (or other transaction or arrangement, including the incurrence of Financial Indebtedness and the granting of guarantees and security, entered into by or subsisting in connection with) an Unrestricted Subsidiary prior to the date on which such Unrestricted Subsidiary ceases to be an Unrestricted Subsidiary shall notwithstanding any other provision of this Agreement be permitted under the provisions of this Agreement so long as the relevant Investment, transaction or arrangement was not made or entered into in contemplation of the designation of such Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary and becoming a member of the Group.

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27.29 Treasury Transactions

No Obligor shall (and shall ensure that no member of the Group will) enter into any Treasury Transaction, other than a Treasury Transaction:

(a) which is for the purpose of hedging interest rate risks, cross currency risks or other risks in relation to the Facilities, any Ancillary Facility or Fronted Ancillary Facility, any Additional Facility, any Permitted Acquired Indebtedness, any Refinancing Debt, any Permitted Alternative Debt or any other Permitted Financial Indebtedness;

(b) which is a spot or forward delivery foreign exchange contract entered into in the ordinary course of business;

(c) which is not for speculative purposes; or

(d) to which the Majority Lenders have given their consent.

27.30 Corporate rating

The Parent shall, for so long as such ratings continue to be generally available to the Group, use reasonable endeavours to obtain and maintain a corporate credit rating and a rating in respect of Facility B from at least two of two of Moody’s Investors Service Limited, Standard & Poor’s Rating Services and Fitch Ratings Limited provided that there shall be no obligation to obtain or maintain any specific rating and a failure to obtain or maintain a rating shall not be a Default or an Event of Default.

27.31 Condition Subsequent

(a) Within 10 Business Days after the Closing Date, the Company shall, subject to the Agreed Security Principles (but for these purposes without regard to any of the Agreed Security Principles that has the effect of limiting security to share security over Obligors or wholly-owned Subsidiaries) effect share security over the Target Shares held by it by ensuring that all and any book-entries representing such Target Shares are registered in its book-entry account covered by the Transaction Security.

(b) The Company shall use commercially reasonable endeavours to procure that reliance on the Tax Structure Memorandum is given to the Mandated Lead Arrangers (or the Agent on behalf of the relevant Lenders) within 30 Business Days of the Closing Date.

(c) The Company shall use commercially reasonable endeavours to procure the prepayment, redemption, discharge or defeasance (including by way of a Target Indebtedness Escrow Arrangement) of the Specified Target Indebtedness as soon as reasonably practicable after the date on which the Target is delisted from the NASDAQ Helsinki.

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27.32 Specified Target Indebtedness

Other than to make payments in respect of the relevant Specified Target Indebtedness to which the relevant Target Indebtedness Escrow Arrangement relates, the Company shall not (and shall ensure that no member of the Group will) withdraw funds from a Target Indebtedness Escrow Arrangement until the date on which the relevant Specified Target Indebtedness to which that Target Indebtedness Escrow Arrangement relates has been fully discharged.

27.33 Offer Undertakings

(a) Subject to any confidentiality, regulatory, legal or other restrictions relating to the supply of such information, the Company will provide to the Agent such information as it reasonably requests regarding the status and progress of the Acquisition, including the current level of acceptances for any Offer. The Agent may share such information with the Mandated Lead Arrangers, but neither the Agent nor the Mandated Lead Arrangers may share such information with any other person, including any actual or potential Lender, without the Company’s prior consent.

(b) Unless otherwise agreed by all of the Mandated Lead Arrangers, the Company shall not reduce the Minimum Acceptance Threshold.

(c) The Company may only increase the price per Target Share under the Offer or any Subsequent Offer (by reference to the price specified in the Combination Agreement) if the increased consideration for the Target Shares is funded by equity in and/or Shareholder Loans advanced to the Parent.

(d) The Company shall comply in all material respects with the Acquisition Documents and all relevant authorisations, laws and regulations to which it is subject and the rules and regulations of all competent regulatory authorities with jurisdiction over the Acquisition unless failure to do so would not reasonably be expected to have a Material Adverse Effect.

(e) The Company shall not, following the Closing Date, agree to any amendments or modifications to the Combination Agreement which would materially and adversely affect the interests of the Finance Parties (taken as a whole) under the Finance Documents without the prior consent of the Majority Lenders.

(f) The Company shall procure (except to the extent prevented by law, regulation, any regulatory authority, a court or the rules or requirements of the NASDAQ Helsinki) that the Target is delisted from the NASDAQ Helsinki within 25 Business Days of the Control Date.

(g) The Company shall not make any public statement which would be materially prejudicial to the interests of the Lenders and refers to the Finance Documents and the financing of the Offer without the consent of the Majority Lenders (not to be unreasonably withheld or delayed) unless required to do so by law, regulation or any regulatory authority or stock exchange or by the Acquisition Documents.

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(h) Subject to applicable law, applicable regulation (including the Helsinki Takeover Code that entered into force on January 1, 2014), the requirements and directions of any regulator and the rules, regulations and/or requirements of any stock exchange, the Company will use its reasonable endeavours to initiate the Squeeze-Out Procedure as soon as reasonably practicable after the Closing Date.

27.34 Control Date

(a) Notwithstanding any other term of, or anything to the contrary in, any Finance Document (but subject to paragraph (b) below), unless otherwise elected by the Parent, prior to the Control Date none of the restrictions or other obligations in the Finance Documents shall apply to any member of the Target Group (including this Clause 27 and any obligation to procure or ensure acts or omissions by, or circumstances in relation to, the Target Group). For the avoidance of doubt and notwithstanding anything to the contrary in Clause 28 (Events of Default), prior to the Control Date no procurement obligation or any other matter or circumstance relating to the Target Group or any member of the Target Group shall (or shall be deemed to) constitute, or result in, a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default.

(b) Between the Closing Date and the Control Date, to extent any undertaking in the Finance Documents are expressed to apply to any member of the Target Group (including this Clause 27 and any obligation to procure or ensure acts or omissions by, or circumstances in relation to, the Target Group), the Company shall use commercially reasonable endeavours to procure compliance by members of the Target Group with such undertakings to the extent it can do so by the exercising its voting rights with respect to the shares it holds in the Target provided that this paragraph (b) shall be subject to the applicable limitations and restrictions on the influence that the Company may have as a shareholder in the Target (including under Finnish law and any applicable regulation) including (but not limited to):

(i) the rights and interests of minority shareholders of the Target; and

(ii) the corporate governance rules applicable to the Target Group,

provided further that, for the avoidance of doubt, this paragraph (b) shall not be construed so as to:

(A) require the Parent, the Company or any of their Affiliates or connected parties to purchase any Target Shares or otherwise make any expenditure or incur any liabilities;

(B) oblige the Company to appoint board members (or change board members) that will act in compliance with the covenants created under this Agreement;

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(C) require the Company to issue instructions to the board or require special agenda items at any general meeting of any member of the Target Group;

(D) call or otherwise require a general meeting of any member of the Target Group; or

(E) restrict any decision or other actions taken by any person on the board (or equivalent body) of any member of the Target Group in such capacity, irrespective of any affiliation to the Company

(c) In circumstances where there is any doubt as to whether an act or omission is possible in light of any limitations or restrictions on the influence the Company may have as a shareholder in the Target (including under Finnish law), neither the Parent nor the Company shall have any obligation as regards the relevant act or omission.

27.35 Federal Reserve Regulations

Each Borrower will use the Facilities without violating the Margin Regulations.

27.36 Compliance with US Regulations

No Obligor shall become an “investment company” as defined in the 1940 Act.

27.37 Use of proceeds in Switzerland

No proceeds borrowed under a Facility shall be used (and no Obligor shall (and the Parent shall procure that no member of the Group will) use such proceeds) in a manner which would constitute a "use of proceeds in Switzerland" as interpreted by the Swiss tax authorities for the purposes of Swiss Withholding Tax qualifying as a Swiss financing for Swiss Withholding Tax purposes.

28. Events of Default

Each of the events or circumstances set out in this Clause 28 (save for Clause 28.15 (Acceleration), Clause 28.16 (Clean-Up Period) and Clause 28.17 (Excluded Matters)) shall constitute an Event of Default.

28.1 Payment Default

An Obligor does not pay on the due date any amount payable by it under a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a) in the case of principal and interest, such non-payment is made within 3 (three) Business Days of its due date; or

(b) in the case of any other amount, payment is made within 5 (five) Business Days of its due date.

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28.2 Financial covenant

(a) In relation to the Original Revolving Facility and any Springing Covenant Revolving Facility only, the Company fails to comply with its obligations under Clause 26.2 (Financial Condition) and the noncompliance is not cured pursuant to the provisions of Clause 26.4 (Equity Cure Rights) or deemed cured pursuant to the provisions of paragraph (b) below provided that, notwithstanding any other term of the Finance Documents:

(i) none of the requirements of Clause 26.2 (Financial Condition) shall be required to be satisfied for any purpose unless the Test Condition is met at 5pm on any relevant Test Date; and

(ii) subject to paragraph (c) of Clause 28.6 (Cross-Acceleration) in relation to Facility B and any other Additional Facility, failure by the Company to comply with any of its obligations under Clause 26.2 (Financial Condition) shall not (or be deemed to) directly or indirectly constitute, or result in, a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default.

(b) If the financial covenant set out in Clause 26.2 (Financial Condition) has been breached and no notice of acceleration has been served in accordance with paragraph (b)(ii) of Clause 26.14 (Acceleration), but (i) the financial covenant is complied with when tested on the next Test Date (the Relevant Period ending on such Test Date being the Second Period); or (ii) the Test Condition at any time ceases to be met, then the prior breach of such financial covenant or any Event of Default arising therefrom shall not (or be deemed to) directly or indirectly constitute, or result in, a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default unless a Declared Default or a Revolving Facility Declared Default has arisen before: (x) delivery of the Compliance Certificate in respect of the Second Period; or (y) the date on which the Test Condition ceased to be met, as applicable.

28.3 Other obligations

(a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 28.1 (Payment Default), Clause 28.2 (Financial covenant) or Clause 27.30 (Corporate rating)).

(b) No Event of Default will occur under paragraph (a) above if such failure to comply is capable of remedy and is remedied within 20 (twenty) Business Days from the earlier of (i) the Company becoming aware of the failure to comply and (ii) the giving of written notice by the Agent in respect of such failure.

28.4 Misrepresentation

(a) Any representation, warranty or written statement made or deemed to be made by any Obligor in any of the Finance Documents or any other document delivered by or on behalf of any Obligor under or pursuant to any of the Finance Documents is or proves to be incorrect or misleading in any material respect (or, where such representation is already qualified by materiality, in any respect) when made or deemed to be made (or when repeated or deemed to be repeated) by reference to the facts and circumstances then existing.

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(b) No Event of Default will occur under paragraph (a) above if the circumstances giving rise to that misrepresentation, if capable of remedy, are remedied within 20 (twenty) Business Days of the earlier of (i) the Company becoming aware of such misrepresentation and (ii) the giving of written notice by the Agent in respect of such misrepresentation.

28.5 Invalidity, Unlawfulness and Repudiation

(a) Any provision of any Finance Document is or becomes invalid or (subject to the Legal Reservations and Perfection Requirements) unenforceable for any reason or shall be repudiated or the validity or enforceability of any material provision of any Finance Document shall at any time be contested by any Obligor and this, individually or cumulatively, could reasonably be expected to materially adversely affect the interests of the Finance Parties (taken as a whole) under the Finance Documents and (save in the case of repudiation or contesting validity or enforceability) the circumstances giving rise to such invalidity or unenforceability is either not capable of remedy or, if capable of remedy, the relevant member(s) of the Group fail to actively pursue such remedy or such circumstances are in any event not remedied within 20 Business Days of such circumstances arising.

(b) At any time it is or becomes unlawful for any Obligor or any other member of the Group in a Relevant Jurisdiction to perform any of its material obligations under any of the Finance Documents or any Transaction Security created or expressed to be created by the Transaction Security Documents ceases to be effective and this individually or cumulatively could reasonably be expected to materially adversely affect the interests of the Finance Parties (taken as a whole) under the Finance Documents and, if capable of remedy, such circumstances are not remedied within 20 Business Days of such circumstances arising.

(c) Any obligation or obligations of any Obligor or any other member of the Group under any Finance Document is or are not or cease to be (subject to the Legal Reservations) legal, valid, binding or enforceable and the cessation individually or cumulatively could reasonably be expected to materially adversely affect the interests of the Finance Parties (taken as a whole) under the Finance Documents and if capable of remedy, the relevant member(s) of the Group fail to actively pursue such remedy or such circumstances are in any event not remedied within 20 Business Days of such circumstances arising.

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28.6 Cross-Acceleration

(a) Any Financial Indebtedness of any Material Subsidiary is not paid when due (after the expiry of any originally applicable grace period).

(b) Any Financial Indebtedness of any Material Subsidiary is declared to be or otherwise becomes due and payable prior to its specified maturity or is placed upon demand, in each case, as a result of an event of default (however described).

(c) In relation to Facility B and any Additional Facility (if any) which does not have the benefit of the financial covenant set out in Clause 26.2 (Financial Condition) only, a Revolving Facility Declared Default is continuing.

(d) No Event of Default will occur under this Clause 28.6 if the aggregate amount of Financial Indebtedness falling within paragraphs (a) to (c) above does not exceed €48,000,000 or, if higher, an amount equal to 15 per cent of LTM EBITDA.

(e) No Event of Default will occur under this Clause 28.6 in respect of the circumstances within paragraphs (a) and (b) above if: (A) the relevant Financial Indebtedness is Financial Indebtedness under the Specified Target Indebtedness; or (B) the relevant event of default or other event of circumstance occurs directly or indirectly as a consequence of a default (however described) under or in respect of any Specified Target Indebtedness, provided that, with effect from the date that is two (2) months after the Closing Date, an Event of Default will occur under this Clause 28.6 in respect of such circumstances if the relevant Financial Indebtedness in aggregate exceeds €48,000,000 or, if higher, an amount equal to 15 per cent of LTM EBITDA and is not repaid (or has otherwise ceased to be due and payable) within 20 Business Days of the Company becoming aware of the relevant circumstance.

(f) No Financial Indebtedness:

(i) owed by one member of the Group to another member of the Group;

(ii) owed under any Subordinated Indebtedness;

(iii) covered (or the extent supported) by a Letter of Credit, bank guarantee, letter of credit or other similar instrument issued under an Ancillary Facility or a Fronted Ancillary Facility or otherwise pursuant to a Finance Document; or

(iv) which has ceased to be due and payable or on demand or in respect of which the relevant creditor is no longer entitled to declare it due and payable,

will be taken into account when calculating whether an Event of Default has occurred under paragraphs (a), (b) or (c) above.

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28.7 Insolvency

(a) An Obligor or a Material Subsidiary (each a Relevant Entity):

(i) is unable or admits in writing its inability to pay its debts as they fall due (in each case other than solely as a result of its balance sheet liabilities exceeding its balance sheet assets); or

(ii) ceases or suspends making payment on any of its debts or publicly announces an intention to do so.

(b) A moratorium is declared in respect of the Financial Indebtedness of any Relevant Entity.

28.8 Insolvency Proceedings

(a) Any formal corporate action or legal proceeding is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, bankruptcy, administration, or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Relevant Entity;

(ii) a composition, compromise, assignment or arrangement with any class of creditors generally (other than any Finance Party or anyone else party to the Intercreditor Agreement as a Secured Creditor) of any Relevant Entity for reasons of financial difficulty on the part of any Relevant Entity;

(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of, or all or any material part of the business or material assets of, any Relevant Entity having an aggregate value in excess of €48,000,000 or, if higher, an amount equal to 15 per cent. of LTM EBITDA;

(iv) the enforcement of any Security over all or any part of the business or assets of any Relevant Entity having an aggregate value in excess of €48,000,000 or, if higher, an amount equal to 15 per cent. of LTM EBITDA; or

(v) any analogous procedure or step taken in any jurisdiction.

(b) Paragraph (a) above shall not apply to:

(i) any proceedings or actions which are:

(A) controverted within 30 (thirty) days; or

(B) discharged, stayed, dismissed or otherwise remedied within 60 (sixty) days,

of the Relevant Entity becoming aware of those proceedings or actions; or

(ii) (in the case of an application to appoint an administrator or commence proceedings) any proceedings which the Agent is satisfied (acting on the instructions of the Majority Lenders) will be withdrawn before it is heard or will be unsuccessful;

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(iii) any step or procedure contemplated in relation to a merger that is permitted under Clause 27.8 (Mergers) or any Permitted Transaction;

(iv) any step or other matter set out in or contemplated by the Tax Structure Memorandum or arising in connection with a Permitted Reorganisation; or

(v) any US Obligor.

28.9 US Insolvency Proceedings

(a) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction in the United States seeking:

(i) relief in respect of any US Obligor, or of a substantial part of the property or assets of any US Obligor, under US Bankruptcy Law;

(ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any US Obligor or for a substantial part of the property or assets of any US Obligor, in each case, having an aggregate value in excess of €48,000,000 or, if higher, an amount equal to 15 per cent. of LTM EBITDA; or

(iii) the winding-up or liquidation of any US Obligor,

and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered.

(b) Any US Obligor shall:

(i) voluntarily commence any proceeding or file any petition seeking relief under US Bankruptcy Law;

(ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (a) above;

(iii) consent to the entry of an order for relief against it in an involuntary case under US Bankruptcy Law;

(iv) make a general assignment for the benefit of its creditors;

(v) apply for or consent to the appointment, pursuant to the laws of the United States or any state thereof, of a receiver, trustee, custodian, sequestrator, conservator or similar official for any US Obligor or for a substantial part of the property or assets of any US Obligor, in each case, having an aggregate value in excess of €48,000,000 or, if higher, an amount equal to 15 per cent. of LTM EBITDA; or

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(vi) take any comparable action to that described in sub-paragraphs (i) to (v) (inclusive) of this paragraph (b) under any foreign laws relating to insolvency.

28.10 Attachment or process

A creditor attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced upon or sued out against assets of, any Obligor or Material Subsidiary in any Relevant Jurisdiction in which the Group conducts a material part of its principal business and has material assets, in each case, where the relevant event or circumstance:

(a) is in respect of assets with an aggregate value in excess of €48,000,000 or, if higher, an amount equal to 15 per cent of LTM EBITDA; and

(b) is not discharged, stayed, dismissed or otherwise remedied within 20 (twenty) Business Days of the Board of Directors of the Company receiving written notice from the Agent of the relevant matter and that it constitutes an Event of Default.

28.11 Expropriation

The authority or ability of any Obligor or Material Subsidiary to conduct its business is wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by any governmental, regulatory or other authority in each case to an extent which would have a Material Adverse Effect.

28.12 Similar events elsewhere

There occurs in relation to any Relevant Entity or any of their respective material assets in any other applicable jurisdiction in which any Relevant Entity is incorporated or carries on business or the Group conducts a material part of its principal business or has material assets in, or to the jurisdiction of whose courts it or any of its assets is subject, any event which corresponds in that jurisdiction with any of those mentioned in Clauses 28.7 (Insolvency) to 28.8 (Insolvency Proceedings) (each inclusive) (in each case subject to equivalent qualifications, materiality and exceptions) set out therein.

28.13 Litigation

Any litigation, arbitration, or administrative or regulatory proceeding is commenced by or against a Relevant Entity or any of its assets which is reasonably likely to be adversely determined against that Relevant Entity and which would, if adversely determined, have a Material Adverse Effect.

28.14 Intercreditor Agreement

(a) Any member of the Group or any other Subordinated Creditor (as defined in the Intercreditor Agreement) fails to comply in any material respect with the provisions of, or does not perform its material obligations under, the Intercreditor Agreement.

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(b) No Event of Default will occur under paragraph (a) above if such failure is capable of remedy, and is remedied within 20 (twenty) Business Days from the earlier of (i) the Company becoming aware of the failure to comply and (ii) the giving of written notice by the Agent in respect of such failure.

28.15 Acceleration

(a) Subject to Clause 4.5 (Utilisations during the Certain Funds Period), Clause 4.6 (Utilisations of Revolving Facility/Additional Facility during the Agreed Certain Funds Period), Clause 27.34 (Control Date) and Clause 28.16 (Clean-Up Period), at any time after the occurrence of an Event of Default which is continuing (other than an Event of Default which is continuing under Clause 28.2 (Financial covenant) unless such Event of Default has given rise to an Event of Default under paragraph (c) of Clause 28.6 (Cross-Acceleration)), the Agent may, but only if so directed by the Majority Lenders, by written notice to the Company (but, in respect of any French Obligor, subject to the mandatory provisions of articles L. 620-1 to L. 670-8 of the French Commercial Code):

(i) terminate all or part of the availability of the Facilities and cancel the relevant Commitments whereupon the relevant part of the Facilities shall cease to be available for utilisation, the relevant part of the undrawn portion of the Commitments of each of the Lenders shall be cancelled and no Lender shall be under any further obligation to make Utilisations under this Agreement (and no further Letters of Credit may be requested under this Agreement) in respect of the part of the Commitments so cancelled;

(ii) declare all or part of the Utilisations, together with accrued interest thereon and any other sum then payable under any of the Finance Documents to be immediately due and payable whereupon such amounts shall become so due and payable;

(iii) declare all or part of the Utilisations to be payable on demand whereupon the same shall become payable on demand;

(iv) declare that cash cover in an amount equal to the outstanding amount in respect of any Letter of Credit is immediately due and payable, at which time it shall become immediately due and payable;

(v) declare that cash cover in an amount equal to the outstanding amount in respect of any Letter of Credit is payable on demand, whereupon it shall immediately become due and payable on demand by the Agent on the instructions of the Majority Lenders;

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(vi) declare all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities or Fronted Ancillary Facilities be immediately due and payable, at which time they shall become immediately due and payable;

(vii) declare all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities or Fronted Ancillary Facilities be payable on demand, at which time they shall immediately become due and payable on demand by the Agent on the instructions of the Majority Lenders; and/or

(viii) exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

(b) Subject to Clause 4.6 (Utilisations of Revolving Facility/Additional Facility during the Agreed Certain Funds Period), Clause 27.34 (Control Date) and Clause 28.16 (Clean-Up Period), at any time after the occurrence of an Event of Default which is continuing under Clause 28.2 (Financial covenant), the Agent may, but only if so directed by the Majority Revolving Facility Lenders, by written notice to the Company (but, in respect of any French Obligor, subject to the mandatory provisions of articles L. 620-1 to L. 670-8 of the French Commercial Code):

(i) terminate all or part of the availability of the Original Revolving Facility and any Springing Covenant Revolving Facility and cancel the relevant Revolving Facility Commitments in respect of the Original Revolving Facility and any Springing Covenant Revolving Facility whereupon the relevant part of the Original Revolving Facility and any Springing Covenant Revolving Facility shall cease to be available for utilisation, the relevant part of the undrawn portion of the Revolving Facility Commitments of each of the Revolving Facility Lenders in respect of the Original Revolving Facility and any Springing Covenant Revolving Facility shall be cancelled and no Revolving Facility Lender shall be under any further obligation to make Revolving Facility Utilisations under the Original Revolving Facility and any Springing Covenant Revolving Facility (and no further Letters of Credit may be requested under the Original Revolving Facility or any Springing Covenant Revolving Facility) in respect of the part of the Commitments so cancelled;

(ii) declare all or part of the Revolving Facility Utilisations under the Original Revolving Facility and any Springing Covenant Revolving Facility, together with accrued interest thereon and any other sum then payable under any of the Finance Documents in respect of the Original Revolving Facility and any Springing Covenant Revolving Facility to be immediately due and payable whereupon such amounts shall become so due and payable;

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(iii) declare all or part of the Revolving Facility Utilisations under the Original Revolving Facility and any Springing Covenant Revolving Facility to be payable on demand whereupon the same shall become payable on demand;

(iv) declare that cash cover in an amount equal to the outstanding amount in respect of any Letter of Credit under the Original Revolving Facility and any Springing Covenant Revolving Facility is immediately due and payable, at which time it shall become immediately due and payable;

(v) declare that cash cover in an amount equal to the outstanding amount in respect of any Letter of Credit under the Original Revolving Facility and any Springing Covenant Revolving Facility is payable on demand, whereupon it shall immediately become due and payable on demand by the Agent on the instructions of the Majority Lenders;

(vi) declare all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities or Fronted Ancillary Facilities in each case under the Original Revolving Facility and any Springing Covenant Revolving Facility be immediately due and payable, at which time they shall become immediately due and payable; and/or

(vii) declare all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities or Fronted Ancillary Facilities in each case under the Original Revolving Facility and any Springing Covenant Revolving Facility be payable on demand, at which time they shall immediately become due and payable on demand by the Agent on the instructions of the Majority Lenders.

(c) If an Event of Default under Clause 28.7 (Insolvency), Clause 28.8 (Insolvency Proceedings) or Clause 28.9 (US Insolvency Proceedings) shall occur by reason of commencement of a proceeding under the US Bankruptcy Code in respect of a Borrower and/or a US Obligor (an Automatic Acceleration Event), then without notice to such Borrower, any such US Obligor or any other person or any other act by the Agent or any other person the Total Commitments shall automatically terminate and the principal of the Loans to such Borrower or such US Obligor, together with all accrued interest thereon, cash cover in respect of each Letter of Credit issued for the account of such Borrower or such US Obligor and all other amounts by such Borrower or such US Obligor under the Finance Documents shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived.

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28.16 Clean-Up Period

(a) Notwithstanding any other term of the Finance Documents, for the period from the date of this Agreement until the date which falls one hundred and eighty (180) days after the Control Date (the Clean-Up Period), any breach of a representation or warranty, breach of an undertaking, Default or Event of Default, will be deemed not to be a breach of representation or warranty, a breach of undertaking, a Default or an Event of Default (as the case may be) if it would have been (if it were not for this provision) a breach of representation or warranty, a breach of undertaking, a Default and/or an Event of Default by reason of any matter or circumstance relating to the Target Group or any member of the Target Group, if and for so long as the circumstances giving rise to the relevant breach of representation or warranty or breach of undertakings, Default or Event of Default:

(i) are capable of being remedied;

(ii) would not have a Material Adverse Effect; and

(iii) were not procured by the Board of Directors (or equivalent body) of the Parent or the Company after the Closing Date (provided that it had actual knowledge thereof and provided that knowledge of the relevant breach does not equate to procurement or approval),

and provided that if the relevant circumstances are continuing at the end of the Clean-Up Period there shall be a breach of representation, breach of undertaking, Default and/or Event of Default, as the case may be (and without prejudice to any rights and remedies of the Finance Parties).

(b) Notwithstanding any other term of the Finance Documents, for the period from the date of an acquisition permitted under this Agreement (the Approved Acquisition) until the date which falls one hundred and twenty (120) days after the date of such Approved Acquisition (the Acquisition Clean-Up Period), any breach of a representation or warranty, breach of an undertaking, Default or Event of Default, will be deemed not to be a breach of representation or warranty, a breach of undertaking, a Default or an Event of Default (as the case may be) if it would have been (if it were not for this provision) a breach of representation or warranty, a breach of undertaking, a Default and/or an Event of Default by reason of any matter or circumstance relating to the entity or business subject of the Approved Acquisition if and for so long as the circumstances giving rise to the relevant breach of representation or warranty or breach of undertaking, Default or Event of Default:

(i) are capable of being remedied;

(ii) would not have a Material Adverse Effect; and

(iii) were not procured by the Group (excluding the relevant target group) after the completion date of the Approved Acquisition (provided that it had actual knowledge thereof and provided that knowledge of the relevant breach does not equate to procurement or approval),

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and provided that if the relevant circumstances are continuing at the end of the Acquisition Clean-Up Period there shall be a breach of representation, breach of undertaking, Default and/or Event of Default, as the case may be (and without prejudice to any rights and remedies of the Finance Parties).

(c) The Parent, each Mandated Lead Arranger and each Lender will negotiate in good faith any amendments or variations to the Finance Documents to the extent reasonably requested prior to the end of the Clean-Up Period for the anticipated operational requirements and flexibility of the Group in respect of any representation, undertaking (including the financial reporting undertakings), Defaults and/or Events of Default, baskets and thresholds and any other terms and conditions of the Finance Documents.

28.17 Excluded Matters

(a) Notwithstanding any other term of the Finance Documents:

(i) none of the steps, transactions, reorganisations or events set out in or contemplated by the Tax Structure Memorandum (or the actions or intermediate steps necessary to implement any of those steps, actions or events);

(ii) no Permitted Transaction;

(iii) other than in the case of a payment default under an Ancillary Document constituting an Event of Default under Clause 28.1 (Payment Default), no breach of any representation, warranty, undertaking or other term of (or default or event of default under) a Hedging Agreement or an Ancillary Document; and

(iv) no circumstance contemplated by Clause 27.34 (Control Date),

shall (or shall be deemed to) constitute, or result in, a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default and shall be expressly permitted under the terms of the Finance Documents.

(b) No breach of any representation, warranty, mandatory prepayment obligation, undertaking or other term in any Finance Documents and no Default or Event of Default shall occur (or be deemed to have occurred) under any of the Finance Documents in connection with any indebtedness of the Target Group outstanding as at the Closing Date (including in connection with any breach, default or event of default occurring under or in respect of the terms of any such indebtedness of the Target Group) provided that after the Specified Target Indebtedness Longstop Date any such indebtedness that is Specified Target Indebtedness is subject to a Target Indebtedness Escrow Arrangement.

29. Changes to the Lenders

29.1 Successors

The Finance Documents shall be binding upon and enure to the benefit of each party hereto and its or any subsequent successors, transferees, assigns and any New Lender and each such successor, transferee, assignee and any New Lender undertakes to carry out any actions required including the actions contemplated in this Clause 29 or the other provisions of this Agreement.

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29.2 Assignments and Transfers by Lenders

Subject to this Clause 29 and to Clause 30 (Restriction on Debt Purchase Transactions), any Lender (an Existing Lender) may:

(a) assign any of its rights; or

(b) transfer (including by way of novation or assignment and assumption) any of its rights and obligations; or

(c) enter into a sub-participation,

under or in respect of any Finance Document to or with:

(i) another bank or financial institution or to any trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in or securitising loans, securities or other financial assets; or

(ii) any other person approved in writing by the Company,

(each a New Lender).

29.3 Conditions of assignment or transfer

(a) On or prior to the last day of the Certain Funds Period the prior written consent of the Company (in its sole discretion) is required for any assignment, transfer or sub-participation in respect of any of the Facilities (other than an assignment, transfer or sub-participation to an Affiliate or Related Fund of an Original Lender).

(b) After the last day of the Certain Funds Period:

(i) the prior written consent of the Company (not to be unreasonably withheld or delayed and which will be deemed given if not expressly refused within 10 Business Days) is required for any assignment, transfer or sub-participation of Facility B unless such assignment, transfer, or sub-participation is:

(A) to an Affiliate or Related Fund of the relevant Existing Lender or to another Lender or an Affiliate or Related Fund of another Lender;

(B) to an entity included on the Approved List; or

(C) made at a time when an Event of Default under Clauses 28.1 (Payment Default), 28.7 (Insolvency) or 28.8 (Insolvency Proceedings) is continuing;

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(ii) the prior written consent of the Company (in its sole discretion) is required for any assignment, transfer or sub-participation of a Revolving Facility or any Available Commitment under any other Facility unless such assignment, transfer, or sub-participation is:

(A) to an Affiliate of the relevant Existing Lender or to another Revolving Facility Lender or an Affiliate of a Revolving Facility Lender;

(B) to an entity included on the Approved List as an approved Revolving Facility Lender; or

(C) made at a time when an Event of Default under Clauses 28.1 (Payment Default), 28.7 (Insolvency) or 28.8 (Insolvency Proceedings) is continuing,

provided that:

(I) in the case of an assignment, transfer or sub-participation to an assignee, transferee or sub-participant under sub-paragraphs (b)(ii)(A) and (b)(ii)(B) and in respect of any Available Commitment under any other Facility:

(aa) the assignee, transferee or sub-participant has a long term credit rating equal to or better than BBB- or Baa3 (as applicable) according to at least two of Moody’s Investors Services Limited, Standard and Poor’s Ratings Services or Fitch Ratings Ltd;

(bb) if the assignee, transferee or sub participant is an Affiliate of an Existing Lender, that assignee, transferee or sub participant is of similar or better creditworthiness to that of the Existing Lender (provided that this sub-paragraph (bb) shall not apply in respect of an Affiliate of an Existing Lender which itself became a Lender in reliance on sub-paragraph (cc) below); or

(cc) if the assignee, transferee or sub participant is an Affiliate of an Existing Lender, the Existing Lender remains responsible for the performance by its Affiliate of all of its obligations under the relevant Facility;

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(II) in all cases no assignment, transfer or sub-participation shall be made to any of the following persons unless the prior written consent of the Company (in its sole discretion) is obtained:

(aa) an Industry Competitor;

(bb) a Loan to Own/Distressed/Equity Investor (unless an Event of Default under Clauses 28.1 (Payment Default), 28.7 (Insolvency) or 28.8 (Insolvency Proceedings) is continuing);

(cc) any person that is (or would, upon becoming a Lender, be) a Defaulting Lender; or

(dd) any person incorporated or acting through a Facility Office situated in a Non-Cooperative Jurisdiction;

(III) if the assignment, transfer or sub-participation is in respect of an Additional Facility, the restrictions (if any) specified in the relevant Additional Facility Notice establishing such Additional Facility Commitments are complied with; and

(IV) if the transfer, assignment or sub-participation is in respect of a Replacement Facility, the restrictions (if any) specified in the relevant Refinancing Amendment establishing such Replacement Facility are complied with.

(c) Notwithstanding anything to the contrary in this Clause 29.3:

(i) Barclays Bank PLC may transfer and/or assign its rights and obligations under the Finance Documents to Barclays Bank Ireland PLC;

(ii) Citibank N.A. Jersey Branch may transfer and/or assign its rights and obligations under the Finance Documents to Citibank N.A. and/or Citibank Europe plc; and

(iii) Morgan Stanley Bank International Limited may transfer and/or assign its rights and obligations in respect of its Original Revolving Facility Commitment under the Finance Documents to Morgan Stanley Bank AG or Morgan Stanley & Co. International plc,

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(in each case, the relevant assignor or transferor being a Permitted Underwriter Transferor and the relevant assignee or transferee being a Permitted Underwriter Transferee) provided that:

(A) in the case of the Permitted Underwriter Transferee referred to in paragraphs (i) and (ii) above, at the relevant time, the Permitted Underwriter Transferee is a regulated deposit taking financial institution with a long term corporate credit rating equal to or better than BBB- or Baa3 (as applicable) according to at least two of Moody’s Investors Services Limited, Standard and Poor’s Ratings Services or Fitch Ratings Ltd; and

(B) in each case, the Permitted Underwriter Transferee shall assume and acquire the same rights and obligations against the other parties to this Agreement as if that Permitted Underwriter Transferee were an original party to this Agreement and, where applicable, paragraph (p) below or any other provision of the Finance Documents obliging the Permitted Underwriter Transferor to remain responsible for the performance of the obligations of the relevant Permitted Underwriter Transferee under the Finance Documents shall not apply in the context of such transfer.

(d) The Company and the Agent may, each acting reasonably, by agreement amend or revise the Approved List from time to time. In addition to the foregoing, the Company may unilaterally remove up to five (5) names from the Approved List in each Financial Year by notice to the Agent with immediate effect, but there shall be no ability to remove existing Lenders or their Affiliates or Related Funds from the Approved List. Lenders shall be entitled to propose replacement names (through the Agent) which the Company agrees to consider in good faith.

(e) Any assignment or transfer, and any sub-participation referred to in paragraphs (a) or (b) above, and the identity of the proposed New Lender (or, as the case may be, sub-participant) shall be notified separately to the Company:

(i) if consent is required in respect of the assignment, transfer or sub-participation pursuant to this Clause 29.3, by the Existing Lender as part of such consent request; and

(ii) by the Agent promptly upon completion,

and, for the avoidance of doubt in respect of paragraph (b) above, withholding consent where required shall not be unreasonable if information requested by the Company (acting reasonably) in respect of any proposed assignment, transfer or sub-participation and/or proposed New Lender (or, as the case may be, sub-participant) has not been made available to the Company.

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(f) An assignment or transfer of part of a Lender’s Commitments shall, unless such assignment or transfer is of all of that Lender’s remaining Commitments in that Facility or is to an Affiliate or Related Fund of that Lender, be a minimum amount of:

(i) (in each case, when aggregated with its Affiliates’ and Related Funds’ Facility B Commitments or such Additional Facility Commitments in respect of the relevant Additional Facility denominated in euro) in the case of Facility B Commitments and, unless set out to the contrary in the relevant Additional Facility Notice, any Additional Facility denominated in euro, €1,000,000 and must be in an amount such that the Lender’s remaining Facility B Commitments or such Additional Facility Commitments denominated in euro (as applicable) is in a minimum amount of €1,000,000;

(ii) in the case of Original Revolving Facility Commitments, and unless set out to the contrary in the relevant Additional Facility Notice, any Additional Revolving Facility denominated in euro, €1,000,000 and must be in an amount such that the Lender’s remaining Original Revolving Facility Commitments or such Additional Revolving Facility Commitments denominated in euro as applicable (when aggregated with its Affiliates’ and Related Funds’ Original Revolving Facility Commitments or such Additional Revolving Facility Commitments in respect of the relevant Additional Revolving Facility denominated in euro (as applicable)) is in a minimum amount of €1,000,000; and

(iii) (in each case, when aggregated with its Affiliates’ and Related Funds’ Additional Facility Commitments) in the case of any other Facility, such minimum amount (and integral multiple, if any) set out in the relevant Additional Facility Notice and must be in an amount such that the Base Currency Amount of that Lender’s remaining Additional Facility Commitments is in any minimum amount set out in the relevant Additional Facility Notice.

(g) An assignment or transfer under Clause 29 (Changes to the Lenders) will only be effective upon:

(i) receipt by the Agent (in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that it will assume the same obligations to each of the other Finance Parties as it would have been under had it been an Original Lender;

(ii) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and

(iii) performance by the Agent of all “know your customer” or other similar checks under all applicable laws and regulations relating to any person that the Agent is required to carry out in relation to such assignment or transfer to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

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(h) A transfer will only be effective if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement if the procedure set out in Clause 29.7 (Procedure for transfers) is complied with.

(i) Any assignment or transfer under a Revolving Facility must result in an assignment or transfer of a rateable amount of a Lender’s participation in Utilisations and Available Commitments thereunder.

(j) The consent of the Issuing Bank is required for an assignment or transfer of any Lender’s rights or obligations under the Revolving Facility in respect of which it is the Issuing Bank.

(k) The Company and each other Obligor also accepts and confirms that all guarantees, indemnities and Security granted by it under any Finance Document will, notwithstanding any such assignment, transfer or novation, continue and be preserved for the benefit of the New Lender and each of the other Finance Parties in accordance with the terms of the Finance Documents.

(l) If:

(i) a Lender assigns, sub-participates transfers, novates, creates a trust over or otherwise disposes of any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, sub-participation, transfer, novation, trust or other change occurs, the Company or another Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 18 (Taxes) or Clause 19 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, sub-participation, transfer, novation, trust or other change had not occurred.

(m) Notwithstanding the terms of any other Finance Document, but subject to Clause 18.6 (Stamp taxes), the Parent and each other Obligor shall not bear or otherwise be liable for any stamp or transfer taxes, any notarial, registration or perfection fees or any other costs, fees or expenses that result from any assignment, sub-participation, transfer, novation, trust or other change.

(n) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

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(o) If any assignment, transfer or sub-participation occurs in breach of the provisions of this Clause 29 the intended New Lender (or, as the case may be, sub-participant) shall not be entitled to any information under the Finance Documents or to vote on any matter relating to the Finance Documents.

(p) Notwithstanding the other terms of this Agreement, if an Original Lender (or a New Lender to whom an Original Lender has transferred a Commitment or any subsequent transferee) transfers any or all of its Commitments to a New Lender (including an Affiliate or Related Fund) on or prior to the last day of the Certain Funds Period (the Pre-Closing Transferred Commitments):

(i) for the duration of the Certain Funds Period, that Original Lender shall retain exclusive control over all rights and obligations in relation to such Pre-Closing Transferred Commitments, including all rights in relation to waivers, consents, modifications and amendments and confirmations (notwithstanding the transfer of such Pre-Closing Transferred Commitments); and

(ii) if:

(A) such New Lender (or any subsequent transferee) is obliged to comply with Clause 5.4 (Prefunding) and/or Clause 5.5 (Lenders’ participation) pursuant to Clause 4.5 (Utilisations during the Certain Funds Period) in relation to a Utilisation requested by the Company in a Utilisation Request; and

(B) such New Lender (or any subsequent transferee) has failed to make its participation in such Utilisation available on the Utilisation Date specified in such Utilisation Request (or has confirmed that it will not do so),

such Original Lender shall remain obligated to fund and, subject to Clause 4.5 (Utilisations during the Certain Funds Period), will fund the Pre-Closing Transferred Commitments in respect of that Utilisation on the Utilisation Date specified in such Utilisation Request (or, if Clause 5.4 (Prefunding) applies, on the Business Day prior to such Utilisation Date) in accordance with Clause 5.4 (Prefunding) and/or Clause 5.5 (Lenders’ participation) as if it remained the Lender in respect of such Pre-Closing Transferred Commitments.

(q) Notwithstanding anything to the contrary, there shall be no restriction on sub-participations provided that the relevant existing Lender retains exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant sub-participation agreement or arrangement, including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations).

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(r) Notwithstanding any other term of this Agreement, a transfer or assignment under this Clause 29 may only be made to a person who is:

(i) until the publication of an interpretation of “public” as referred to in the CRR by the competent authority or authorities, an entity which:

(A) assumes rights and/or obligations vis-a-vis a Borrower incorporated in the Netherlands, the value of which is at least EUR 100,000 (or its equivalent in another currency);

(B) provides repayable funds for an initial amount of at least EUR 100,000 (or its equivalent in another currency); or

(C) otherwise qualifies as not forming part of the public; and

(ii) as soon as the interpretation of the term “public” as referred to in the CRR has been published by the competent authority or authorities, an entity which is not considered to form part of the public on the basis of such interpretation.

29.4 Assignments by Lenders

Upon an assignment becoming effective, the Existing Lender will be released from its obligations under the Finance Documents to the extent they are assumed by the New Lender.

29.5 Assignment or transfer fee

Unless the Agent agrees otherwise and excluding an assignment or transfer made in connection with primary syndication of the Facilities, the New Lender shall, on or before the date upon which an assignment or transfer to it takes effect pursuant to this Clause 29, pay to the Agent (for its own account) a fee of €3,000 (plus VAT if applicable).

29.6 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;

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(ii) the financial condition of the Parent or any Obligor or any other member of the Group;

(iii) the performance and observance by the Parent or any Obligor or any other member of the Group of its obligations under the Transaction Documents or any other documents; or

(iv) the accuracy of any statements or information (whether written or oral) made or supplied in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Parent and each other Obligor and its related entities and all other risks arising in connection with its participation in the Finance Documents and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and

(ii) will continue to make its own independent appraisal of the creditworthiness of the Parent and each other Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred by such Existing Lender under this Clause 29; or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Parent or any Obligor of its obligations under the Transaction Documents or otherwise.

29.7 Procedure for transfers

(a) Subject to the conditions set out in Clause 29.3 (Conditions of assignment or transfer) and Clause 41.5 (Replacement of Lender), a transfer by novation is effected in accordance with paragraph (e) below of this Clause 29.7 when the Agent executes an otherwise duly completed Transfer Certificate executed and delivered to it by the Existing Lender and the New Lender.

(b) The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt of a duly completed Transfer Certificate which appears on its face to comply with the terms of this Agreement and appears to be delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and record the transfer in the Register.

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(c) The Agent shall only be obliged to execute a Transfer Certificate delivered to it in accordance with the provisions of this Clause once it is satisfied it has complied with all necessary know your customer or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(d) Each party to this Agreement (other than the Existing Lender and the New Lender) irrevocably authorises the Agent to execute any duly completed Transfer Certificate on its behalf.

(e) Subject to paragraph (p) of Clause 29.3 (Conditions of assignment or transfer) above, on the Transfer Date:

(i) to the extent that in such Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Parent or the Obligors and such Existing Lender shall be released from further obligations towards one another (and the Existing Lender and any Issuing Bank shall be released from any further obligations toward each other) under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (such rights and obligations being referred to in this Clause 29.7 as discharged rights and obligations);

(ii) the Parent and each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as the Parent or that Obligor or other member of the Group and that New Lender have assumed and/or acquired the same in place of the Parent, that Obligor and such Existing Lender;

(iii) the Agent, the Mandated Lead Arrangers, the New Lender and the other Finance Parties shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such New Lender been an original party hereto as a Lender with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Mandated Lead Arrangers and the relevant Existing Lender and the other Finance Parties (other than the New Lender) shall each be released from further obligations to each other under the Finance Documents; and

(iv) such New Lender shall become a party hereto as a Lender.

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29.8 Procedure for assignment

(a) Subject to the conditions set out in Clause 29.3 (Conditions of assignment or transfer) and Clause 41.5 (Replacement of Lender), an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it in accordance with the provisions of this Clause once it is satisfied it has complied with all necessary know your customer or similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c) Subject to paragraph (p) of Clause 29.3 (Conditions of assignment or transfer) above, on the Transfer Date:

(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;

(ii) the Existing Lender will be released from the obligations (the Relevant Obligations) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and

(iii) the New Lender shall become a party as a Lender and will be bound by obligations equivalent to the Relevant Obligations.

29.9 The Register

(a) The Agent, acting for this purpose as the agent of the Company and the Obligors, shall maintain at its address referred to in Clause 37.2 (Addresses):

(i) each Transfer Certificate referred to in Clause 29.7 (Procedure for transfers) and each Assignment Agreement referred to in Clause 29.8 (Procedure for assignment) each Increase Confirmation, each Additional Facility Notice and each Refinancing Amendment delivered to and accepted by it; and

(ii) with respect to each Facility, a register for the recording of the names and addresses of the Lenders and the Commitment of, and principal amount owing to, each Lender from time to time (the Register) under such Facility, which may be kept in electronic form.

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(b) The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Obligors, the Company, the Agents and the Lenders shall treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Agent shall provide the Company with a copy of the Register promptly on request by the Company or a Borrower.

(c) Each party to this Agreement irrevocably authorises the Agent to make the relevant entry in the Register (and which the Agent shall do promptly) on its behalf for the purposes of this Clause 29 without any further consent of, or consultation with, such Party.

(d) The Agent shall, upon request by an Existing Lender (as defined in Clause 29.2 (Assignments and Transfers by Lenders)) or a New Lender, confirm to that Existing Lender or New Lender whether a transfer or assignment from that Existing Lender or (as the case may be) to that New Lender has been recorded on the Register (including details of the Commitment of that Existing Lender or New Lender in each Facility).

29.10 Copy of Transfer Certificate, Assignment Agreement, Increase Confirmation, Additional Facility Notice, Additional Facility Lender Accession Notice to the Company or Refinancing Amendment

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement, Additional Facility Notice, Additional Facility Lender Accession Notice, an Increase Confirmation or Refinancing Amendment, send to the Company, a copy of that Transfer Certificate, Assignment Agreement, Additional Facility Notice, Additional Facility Lender Accession Notice, Increase Confirmation or Refinancing Amendment. The Agent shall provide, upon the request of the Company, in relation to any specified Transfer Certificate, Assignment Agreement, Additional Facility Notice, Additional Facility Lender Accession Notice, Increase Confirmation or Refinancing Amendment, a copy of such document to the Company within 5 (five) Business Days of receipt of such request.

29.11 Security over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 29, each Lender may without consulting with or obtaining consent from the Parent or any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

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except that no such charge, assignment or Security shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or other Security for the Lender as a party to any of the Finance Documents;

(ii) require any payments to be made by the Parent or an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents; or

(iii) permit any assignment, transfer or sub-participation of any rights, obligations, liabilities, Commitments or participations under the Finance Documents other than in accordance with Clause 29.3 (Conditions of assignment or transfer).

29.12 Accession of Hedge Counterparties

Any person which becomes a party to the Intercreditor Agreement as a Hedge Counterparty may, at the same time, also become a Party to this Agreement as a Hedge Counterparty in accordance with clause 19.9 (Creditor/Agent Accession Undertaking) of the Intercreditor Agreement.

29.13 Accession of Additional Facility Lender

Any person which provides Additional Facility Commitments or an Additional Facility Loan shall become a party to the Intercreditor Agreement as a Lender and shall, at the same time, become a Party to this Agreement as a Lender by executing an Additional Facility Lender Accession Notice.

29.14 French law provisions

(a) If applicable, each Obligor which has granted Transaction Security under any French Transaction Security Document and each French Guarantor expressly agrees and confirms that any Transaction Security created under any French Transaction Security Document and/or, as the case may be, the obligations of each French Guarantor under this Agreement shall be maintained and will continue in full force and effect in favour of any New Lender and each other Finance Parties following any transfer or assignment under this Clause 29.

(b) A New Lender may, with respect to a transfer of rights and obligations, or an assignment of rights, by an Existing Lender under this Agreement, if it considers it necessary to make such transfer or assignment effective as against the French Obligors, arrange for the Transfer Certificate or the Assignment Agreement to be notified to the French Obligors by registered letter with acknowledgment of receipt, or acknowledged by the French Obligors, in accordance with articles 1216 or 1324 of the French Civil Code (as applicable).

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30. Restriction on Debt Purchase Transactions

30.1 Permitted Debt Purchase Transactions

(a) No member of the Group nor any Unrestricted Subsidiary shall (i) enter into any Debt Purchase Transaction other than in accordance with the other provisions of this Clause 30 or (ii) be, or beneficially own all or any part of the share capital of an entity that is, a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction.

(b) A member of the Group or an Unrestricted Subsidiary (each a Purchaser) may purchase by way of assignment, pursuant to Clause 29 (Changes to the Lenders), a participation in any Term Loan and any related Commitment where:

(i) such purchase is made for a consideration of less than par;

(ii) such purchase is made using one of the processes set out at paragraphs (c) and (d) below; and

(iii) such purchase is made at a time when no Default is continuing; and

(iv) the consideration for such purchase is funded from Acceptable Funding Sources (or, in the case of an Unrestricted Subsidiary, any other source available to it).

(c) Any Debt Purchase Transaction entered into by an Unrestricted Subsidiary or a member of the Group shall be entered into initially pursuant to a solicitation process (a Solicitation Process) which is carried out as follows.

(i) Prior to 11am on a given Business Day (the Solicitation day), the relevant Purchaser or a financial institution acting on its behalf (the Purchase Agent) will approach at the same time each Lender which participates in the relevant Term Facilities to invite them to offer to sell to the relevant Purchaser, an amount of their participation in one or more Term Facilities. Any Lender wishing to make such an offer shall, by 11am on the second Business Day following such Solicitation day, communicate to the Purchase Agent details of the amount of its participations, and in which Term Facilities, it is offering to sell and the price at which it is offering to sell such participations. Any such offer shall be irrevocable until 11am on the third Business Day following such Solicitation day and shall be capable of acceptance by the relevant Purchaser on or before such time by communicating its acceptance in writing to the Purchase Agent or, if it is the Purchase Agent, the relevant Lenders. The Purchase Agent (if someone other than the Purchaser) will communicate to the relevant Lenders which offers have been accepted by 12 noon on the third Business Day following such Solicitation day. In any event by 11am on the fourth Business Day following such Solicitation day, the Purchaser shall notify the Agent of the amounts of the participations purchased through the relevant Solicitation Process and the identity of the Term Facilities to which they relate. The Agent shall disclose such information to any Lender that requests such disclosure.

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(ii) If it chooses to accept any offers made pursuant to a Solicitation Process the Purchaser shall be free to select which offers and in which amounts it accepts but on the basis that in relation to a participation in a particular Facility it accepts offers in inverse order of the price offered (with the offer or offers at the lowest price being accepted first) and that if in respect of participations in a particular Facility it receives two or more offers at the same price it shall only accept such offers on a pro rata basis.

(iii) Any purchase of participations in the Term Facilities pursuant to a Solicitation Process shall be completed and settled on or before the fifth Business Day after the relevant Solicitation day.

(iv) In accepting any offers made pursuant to a Solicitation Process the Company shall be free to select which offers and in which amounts it accepts.

(d) Following the completion of a Solicitation Process, a Debt Purchase Transaction referred to in paragraph (c) above may also be entered into pursuant to a bilateral process (a Bilateral Process) which is carried out as follows.

(i) A Purchaser may by itself or through the same or another Purchase Agent, at any time during the period commencing on the expiry of the relevant Solicitation Process and ending 30 (thirty) days thereafter, purchase participations from Lenders pursuant to secondary market purchases and/or pursuant to such bilateral arrangements with any Lenders as the Purchaser shall see fit, provided that the purchase rate on such market purchases and bilateral arrangements during that 30-day period may not exceed the lowest purchase rate tendered by the Lenders during the Solicitation Process which was not accepted by that Purchaser.

(ii) Any purchase of participations in the Term Facilities pursuant to a Bilateral Process shall be completed and settled by the relevant Purchaser on or before the second Business Day after the expiry of the Bilateral Process period referred to in paragraph (ii).

(iii) A Purchaser shall promptly notify the Agent of the amounts of each participation purchased through such Bilateral Process and the identity of the Term Facilities to which they relate. The Agent shall disclose such information to any Lender that requests the same.

(e) For the avoidance of doubt, there is no limit on the number of occasions a Solicitation Process or Bilateral Process may be implemented.

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(f) In relation to any Debt Purchase Transaction entered into pursuant to this Clause 30.1, notwithstanding any other term of this Agreement or the other Finance Documents (in the case of a Lender which is a member of the Group, for so long as it remains a member of the Group):

(i) on completion of the relevant assignment pursuant to Clause 29 (Changes to the Lenders), the portions of the Term Loans to which it relates shall, unless there would be a material adverse tax impact on the Group as a result of such cancellation, be extinguished if the purchaser is the relevant Borrower;

(ii) such Debt Purchase Transaction and the related extinguishment referred to in paragraph (i) above shall not constitute a prepayment of the Facilities;

(iii) for the purpose of testing compliance with the financial covenant in Clause 26 (Financial Covenant), any impact of any Debt Purchase Transaction on Consolidated EBITDA shall be ignored:

(iv) the Parent, the Obligor or Purchaser which is the assignee shall be deemed to be an entity which fulfils the requirements of Clause 29.2 (Assignments and Transfers by Lenders) to be a New Lender (as defined in such Clause);

(v) no member of the Group shall be deemed to be in breach of any provision of Clauses 27.21 (Holding Company)), Clause 27.13 (Indebtedness) or 27.15 (Loans) solely by reason of such Debt Purchase Transaction;

(vi) Clause 34 (Sharing among the Finance Parties) shall not be applicable to the consideration paid under such Debt Purchase Transaction;

(vii) for the avoidance of doubt, any extinguishment of any part of the Term Loans shall not affect any amendment or waiver which prior to such extinguishment had been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement;

(viii) unless all amounts owing to the other Lenders under this Agreement will be paid in full at the same time as such prepayment, neither the Parent or an Obligor or Purchaser will be entitled to receive any prepayment pursuant to this Agreement and the amount of any such prepayment which would have been so received by it shall be applied pro rata to prepay all other Lenders in the relevant Facility;

(ix) any enforcement proceeds or other amount received by the Parent, an Unrestricted Subsidiary or a member of the Group as a result of a Debt Purchase Transaction (in the case of such other amount, in circumstances where the Parent or the Obligors have failed to pay to the Lenders all amounts otherwise due and payable (the amount not so paid being a shortfall)) shall be held on trust for distribution to the other Finance Parties and such Purchaser shall promptly (and in any event within 10 (ten) Business Days) pay an amount equal to such enforcement proceeds or such shortfall, as the case may be, to the Security Agent for application in accordance with clause 14 (Application of proceeds) of the Intercreditor Agreement;

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(x) any amount that is due to the Parent or an Obligor or Purchaser that enters into a Debt Purchase Transaction and which is received by the Agent pursuant to Clause 35.6 (Partial payments) shall be applied as if such payment were due under paragraph (a)(iv) of Clause 35.6 (Partial payments);

(xi) neither the Parent, an Unrestricted Subsidiary nor a member of the Group which completes a Debt Purchase Transaction shall be permitted at any time to sell or transfer the subject matter of such Debt Purchase Transaction; and

(xii) neither the Parent, an Unrestricted Subsidiary nor a member of the Group which completes a Debt Purchase Transaction or Purchaser shall be entitled to exercise any rights or be entitled to any payment pursuant to Clause 18 (Taxes) and Clause 19 (Increased Costs).

(g) Each Obligor or other Purchaser that becomes a Lender pursuant to this Clause 30 and each Purchaser or Sponsor Affiliate that provides a Facility or has a Commitment transferred to it or a Commitment is assumed by it in accordance with this Agreement (including, without limitation, any Additional Facility) irrevocably acknowledges and agrees that (in the case of a Sponsor Affiliate, for so long as it remains a Sponsor Affiliate):

(i) in relation to any meeting or conference call to which all the Lenders are invited to attend or participate, unless the Agent otherwise agrees, it shall not attend or participate in the same or be entitled to receive the agenda or any minutes of the same;

(ii) in its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Agent or one or more of the Lenders;

(iii) in ascertaining the Majority Lenders, the Majority Facility B Lenders, the Majority Revolving Facility Lenders or Super Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to give an instruction or approve any request for a consent, waiver, amendment, or other vote under the Finance Documents such Commitment owned by such Purchaser shall be deemed to be zero; and

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(iv) subject to paragraph (iii) above, for the purposes of Clause 41.2 (All Lender Matters), such Purchaser shall be deemed not to be a Lender,

provided that, in each case, such consent, waiver, amendment or other vote:

(A) does not result or is not intended to result in any Commitment of that Obligor, Purchaser or Sponsor Affiliate under a particular Facility being treated in any manner which is inconsistent with the treatment proposed to be applied to any other Commitment under such Facility; or

(B) is not materially detrimental (in comparison to the other Finance Parties) to the rights and/or interests of that Obligor, Purchaser or Sponsor Affiliate solely in its capacity as a Finance Party (and, for the avoidance of doubt, excluding its interests as a holder of equity in the Company (whether directly or indirectly)), and each Obligor, Purchaser or Sponsor Affiliate (as applicable) upon becoming a Party expressly agrees and acknowledges that the operation of this paragraph shall not of itself be so detrimental to it in comparison to the other Finance Parties or otherwise.

(h) Each Lender shall, unless the Debt Purchase Transaction is an assignment or transfer, promptly notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction with a member of the Group, Unrestricted Subsidiary or a Sponsor Affiliate (a Notifiable Debt Purchase Transaction), such notification to be substantially in the form set out in Part I of Schedule 13 (Forms of Notifiable Debt Purchase Transaction Notice).

(i) A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it is a party is terminated or ceases to be with a member of the Group, Unrestricted Subsidiary or a Sponsor Affiliate, such notification to be substantially in the form set out in Part II of Schedule 13 (Forms of Notifiable Debt Purchase Transaction Notice).

31. Changes to the Obligors

31.1 Assignment and transfers by Obligors

Neither the Parent, the Company nor any other Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents other than, in the case of an Obligor (with the exception of the Parent and the Company), pursuant to a Permitted Transaction.

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31.2 Additional Borrowers

(a) Subject to compliance with Clause 25.9 (“Know your customer” checks), the Parent may request that (i) any of its wholly-owned Subsidiaries and (ii) between the Closing Date and the Control Date the Target or any of its wholly-owned Subsidiaries becomes an Additional Borrower under a Facility. That Subsidiary shall become a Borrower under a Facility (as the case may be) if:

(i) it is:

(A) incorporated in the same jurisdiction as an existing Borrower under that Facility;

(B) in the case of Facility B for the purpose of Clause 5.8 (Debt Push Down), incorporated or organised in a jurisdiction in the United Kingdom, Finland, Canada (or any province or territory thereof), France, Germany, the Netherlands, Sweden or any other jurisdiction approved by the Facility B Lenders;

(C) in the case of the Original Revolving Facility only, incorporated in Finland, the United States, Canada, France, Germany, the Netherlands, the United Kingdom, Sweden or any other jurisdiction approved by the Lenders under the Original Revolving Facility;

(D) in the case of a member of the Group which will borrow under an Ancillary Facility only, approved by the relevant Ancillary Lender (acting reasonably);

(E) in the case of a member of the Group which will borrow under an Additional Facility only, approved by the relevant Additional Facility Lenders (acting reasonably) participating in the applicable Additional Facility; or

(F) otherwise approved by all of the Lenders other than any Defaulting Lender (each acting reasonably) with a Commitment under the applicable Facility in respect of which it will become a Borrower;

(ii) the Company or the relevant Subsidiary deliver to the Agent a duly completed and executed Accession Deed;

(iii) subject to the sub-paragraph (iv) below the Subsidiary is (or becomes), subject to the Agreed Security Principles, a Guarantor prior to or contemporaneously with becoming a Borrower;

(iv) in the case of a member of the Target Group that accedes between the Closing Date and the Control Date, until the Control Date its obligations as Guarantor shall not apply to any liabilities of the Company or the Parent (other than (subject to the Agreed Security Principles) to the extent on-lent or contributed to the Target or its Subsidiaries) and the Transaction Security Documents required to be delivered by or in respect of it as set out in Part II of Schedule 2 (Conditions Precedent) shall not secure any such liabilities; and

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(v) the Agent has received all of the documents and other evidence set out in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably) or receipt of such documents and evidence has been waived by the Agent (acting on the instructions of the Majority Lenders acting reasonably).

(b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory) to it (acting reasonably) all of the documents and other evidence set out in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower.

(c) Upon the Agent’s confirmation to the Company that it has received all documents referred to in paragraph (a) of Clause 31.2 (Additional Borrowers) in respect of an Additional Borrower, such Additional Borrower, the Obligors and the Finance Parties shall each assume such obligations towards one another and/or acquire such rights against each other party as they would have assumed or acquired had such Additional Borrower been an original Party to this Agreement and the Intercreditor Agreement as a Debtor (as defined in the Intercreditor Agreement) and such Additional Borrower shall become a Party to this Agreement and thereto as a Borrower and as a Guarantor and to the Intercreditor Agreement as a Debtor.

31.3 Additional Guarantors

(a) Subject to compliance Clause 25.9 (“Know your customer” checks), the Parent may request that any of its Subsidiaries becomes a Guarantor. That Subsidiary shall become a Guarantor if:

(i) the Parent and the relevant Subsidiary deliver to the Agent a duly completed and executed Accession Deed; and

(ii) the Agent has received all of the documents and other evidence set out in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent (acting reasonably) or receipt of such documents and evidence has been waived by the Agent (acting on the instructions of the Majority Lenders acting reasonably).

(b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it (acting reasonably) all of the documents and other evidence set out in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor.

(c) Upon the Agent’s confirmation to the Company that it has received all documents referred to in paragraph (a) above in respect of an Additional Guarantor, such Additional Guarantor, the other Obligors and the Finance Parties shall each assume such obligations towards one another and/or acquire such rights against each other party as they would have assumed or acquired had such Subsidiary been an original Party to this Agreement as a Guarantor and the Intercreditor Agreement as a Debtor and such Subsidiary shall become a Party to this Agreement as a Guarantor and to the Intercreditor Agreement as a Debtor.

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31.4 Resignation of an Obligor

(a) In this Clause 31.4, Third Party Disposal means the direct or indirect disposal of an Obligor to a person which is not a member of the Group and which is permitted by the terms of this Agreement (and the Company has confirmed in writing this is the case) or made with the approval of the Majority Lenders.

(b) The Parent may request that an Obligor (other than the Parent or the Company) ceases to be a Borrower and/or a Guarantor by delivering a Resignation Letter to the Agent if:

(i) that Obligor (or any direct or indirect Holding Company of that Obligor) is the subject of a Third Party Disposal, or that Obligor is only a Borrower (and not a Guarantor), or that Obligor or any member of the Group which is its direct or indirect Holding Company is the subject of (or is participating in) a Permitted Transaction or another transaction permitted by this Agreement (a Permitted Activity) pursuant to which that Obligor or its Holding Company will cease to be a member of the Group; or that Obligor is the subject of a Permitted Activity pursuant to which it is being liquidated, wound up, merged or dissolved (or pursuant to which it will otherwise cease to exist) or the resignation is required to give effect to any step, reorganisation or action described in or pursuant to the provisions of Clause 28.17 (Excluded Matters);

(ii) the Parent confirms to the Agent that the relevant Guarantor is not a Material Subsidiary within paragraphs (b)(ii) or (b)(iii) of that definition and that the Guarantor Coverage Test based on the most recent Annual Financial Statements (or, at the option of the Parent, such other financial statements for the most recently completed Relevant Period prior to such date for which the Parent has sufficient available information to be able to determine the Guarantor Coverage Test provided that such information is provided to the Agent) calculated on a pro forma basis taking into account such resignations and any members of the Group which have or will become Additional Guarantors on or prior to the date on which the resignation will become effective, and any resignation or accession of any Obligor which has or will become effective on or prior to the date on which such resignation will become effective will continue to be satisfied;

(iii) that Obligor is not required to be a Guarantor in accordance with the Agreed Security Principles; or

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(iv) the Super Majority Lenders have consented to the resignation of that Obligor.

(c) The Agent shall accept a Resignation Letter and notify the Parent and the Lenders of its acceptance if:

(i) the Parent has confirmed that no Event of Default is continuing or would result from the acceptance of the Resignation Letter;

(ii) in the case of a Borrower, no amounts utilised by it as a Borrower remain outstanding under this Agreement (or will be outstanding at the time of resignation) and it is under no actual or contingent obligation as a Borrower under any Finance Document and in the case of a Guarantor no payment is due and payable from that Guarantor under Clause 23 (Guarantees and Indemnity);

(iii) in the case of a Borrower which is also a Guarantor (unless it is simultaneously resigning as a Guarantor in accordance with this Clause 31.4), its obligations in its capacity as Guarantor continue to be legal, valid, binding and enforceable and in full force and effect (subject to the Legal Reservations and Perfection Requirements) or such release is contemplated under the Intercreditor Agreement whether or not requiring a consent thereunder; and

(iv) the Parent has confirmed to the Agent that any Disposal Proceeds will be applied in accordance with Clause 12.2 (Disposal) (in each case if and to the extent required by that Clause).

(d) Upon notification by the Agent to the Parent of its acceptance of the resignation of a Borrower or a Guarantor, that entity shall cease to be a Borrower or a Guarantor (as applicable) and shall have no further rights or obligations under the Finance Documents as a Borrower or a Guarantor (as applicable). For the avoidance of doubt, if an Obligor ceases to be a member of the Group pursuant to a transaction not prohibited by this Agreement, that Obligor shall automatically cease to be an Obligor for all purposes and shall have no further rights or obligations under the Finance Documents as an Obligor, except that, where the Borrower or Guarantor is the subject of a Third Party Disposal, the resignation shall not take effect (and the Borrower and Guarantor will continue to have rights and obligations under the Finance Documents) until the date on which the Third Party Disposal or other Permitted Activity takes effect.

31.5 Repetition of Representations

Delivery of an Accession Deed constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

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31.6 Designation of Subsidiaries

(a) The Company may designate any Restricted Subsidiary as an Unrestricted Subsidiary for the purposes of the Finance Documents by delivery of a certificate in writing (signed an authorised signatory of the Company) to the Agent (an Unrestricted Subsidiary Notice) certifying that:

(i) such person is not the Parent, the Company or (subject to the operation of Clause 31.4 (Resignation of an Obligor)) any other Obligor or a Holding Company of an Obligor;

(ii) the Company has confirmed in the Unrestricted Subsidiary Notice that:

(A) the Restricted Subsidiary to be designated as an Unrestricted Subsidiary does not own any equity interest in a Restricted Subsidiary (unless such Restricted Subsidiary is also simultaneously designated as an Unrestricted Subsidiary);

(B) the amount referred to in paragraph (d) below does not exceed the available Unrestricted Subsidiary Investment Basket (save to the extent of any other permission referred to in Clause 27.28 (Unrestricted Subsidiaries)); and

(C) no Event of Default is continuing or would result from such designation (including in respect of Clause 27.28 (Unrestricted Subsidiaries)),

and such Subsidiary shall become an Unrestricted Subsidiary from the date of receipt by the Agent of the Unrestricted Subsidiary Notice (or such later date as may be set out in that notice).

(b) If a Subsidiary has been designated an Unrestricted Subsidiary, the Company shall be entitled to re-designate such Unrestricted Subsidiary as a Restricted Subsidiary if the Company delivers a certificate in writing (signed by two directors or other authorised signatories of the Company) to the Agent (a Restricted Subsidiary Notice) to the effect that such Subsidiary shall cease to be an Unrestricted Subsidiary for the purposes of the Finance Documents and, provided that the Company has certified in the Restricted Subsidiary Notice that:

(i) any Financial Indebtedness owing by such Unrestricted Subsidiary at the time of such re-designation is not prohibited under this Agreement; and

(ii) no Event of Default is continuing or would result from such designation (including in respect of Clause 27.28 (Unrestricted Subsidiaries),

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and such Subsidiary shall become a Restricted Subsidiary from the date of receipt by the Agent of the Restricted Subsidiary Notice (or such later date as may be set out in that notice).

(c) Any reference to an Unrestricted Subsidiary shall be deemed to include its Subsidiaries from time to time.

(d) Any Unrestricted Subsidiary Notice or Restricted Subsidiary Notice shall confirm the amount of the Investment (as reasonably estimated and certified by an authorised signatory) in that Unrestricted Subsidiary on the date of such notice. The amount of such Investment shall be equal to the portion of the fair market value of the net assets of such Restricted Subsidiary that is being designated as an Unrestricted Subsidiary or of such Unrestricted Subsidiary that is being designated as a Restricted Subsidiary in each case attributable to the Parent’s equity interest therein as reasonably estimated by the Parent (calculated on a consolidated basis for such Restricted Subsidiary or Unrestricted Subsidiary and without double counting and without any separate notice of designation needed to be provided where the relevant Restricted Subsidiary or Unrestricted Subsidiary also owns equity interests in other Restricted Subsidiaries or Unrestricted Subsidiaries at the relevant time).

(e) Save to the extent of any amount referable to any other permission referred to in Clause 27.28 (Unrestricted Subsidiaries) at any time a Restricted Subsidiary becomes an Unrestricted Subsidiary the Unrestricted Subsidiary Investment Basket shall be deemed utilised in an amount equal to the relevant amount specified in respect of that Unrestricted Subsidiary which shall constitute an Investment by a member of the Group in an Unrestricted Subsidiary for the purposes of Clause 27.28 (Unrestricted Subsidiaries).

32. Role of the Agent, the Mandated Lead Arrangers, the Issuing Bank and Others

32.1 Appointment of the Agent

(a) Each other Finance Party appoints the Agent to act as its agent and attorney-in-fact under and in connection with the Finance Documents.

(b) Each other Finance Party authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

(c) Each other Finance Party acknowledges and agrees that the Agent may enter in its name and on its behalf (and expressly authorises the Agent to enter) into contractual arrangements pursuant to or in connection with the Finance Documents to which the Agent is also a party (in its capacity as Agent or otherwise). To this end, each other Finance Party relieves the Agent from the restrictions of section 181 of the German Civil Code and any equivalent restriction under any other applicable law.

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(d) Each other Finance Party and Secured Party confirms that each of the Mandated Lead Arrangers and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Mandated Lead Arrangers or Agent) the terms of any reliance letter or engagement letters relating to the Reports or any reports or letters provided by any person in connection with the Transaction Documents or the transactions contemplated in the Transaction Documents and to bind it in respect of those Reports, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

(e) At the request of the Agent, a Finance Party that cannot authorise or empower, or that has not authorised or empowered the Agent to act on its behalf, irrevocably undertakes to the Agent and the other Finance Parties to appear and execute with the Agent to enable the Agent to exercise any right, power, authority or discretion or instrument.

32.2 Duties of the Agent

(a) Subject to paragraph (b) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(b) Without prejudice to Clause 29.9 (The Register) and paragraph (e) of Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender), paragraph (a) shall not apply to any Transfer Certificate, Assignment Agreement or Increase Confirmation.

(c) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(e) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Mandated Lead Arrangers or the Security Agent) under this Agreement it shall promptly notify the other Finance Parties.

(f) The Agent shall provide to the Company, within 5 (five) Business Days of a request by the Company (but no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and electronic mail address (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.

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(g) The Agent shall provide to the Company, within 1 (one) Business Day of a request by the Company, details of any responses received from Lenders to any amendment or other consent request made by the Company and each Lender hereby consents to the disclosure of such information by the Agent to the Company.

(h) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

(i) Upon the Agent becoming an Impaired Agent, the Company shall provide a copy of the list of all the Lenders to each Finance Party.

(j) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party and no others shall be implied.

32.3 Role of the Mandated Lead Arrangers

Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document.

32.4 No fiduciary duties

(a) Nothing in any Finance Document constitutes the Agent, any Mandated Lead Arranger, any Underwriter and/or any Issuing Bank as a trustee or fiduciary of any other person.

(b) None of the Agent, the Security Agent, the Mandated Lead Arrangers, the Issuing Bank or any Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

32.5 Business with the Group

The Agent, the Security Agent, the Mandated Lead Arrangers, the Issuing Bank and each Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group and its Holding Companies.

32.6 Rights and discretions

(a) The Agent and the Issuing Bank may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

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(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

(C) as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default) arising under Clause 28.1 (Payment Default);

(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders (or any relevant group of Lenders) has not been exercised;

(iii) any notice or request made by the Company is made on behalf of and with the consent and knowledge of all the Obligors; and

(iv) no Notifiable Debt Purchase Transaction:

(A) has been entered into;

(B) has been terminated; or

(C) has ceased to be,

with a Sponsor Affiliate or a member of the Group.

(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. To the extent however that the Agent seeks to rely on the indemnity contained in Clause 20.3 (Indemnity to the Agent) to cover the cost of such lawyers, accountants, tax advisers, surveyors or other professional advisers or experts, the Company shall have the right to agree fee arrangements with the Agent and the relevant lawyers, accountants, tax advisers, surveyors or other professional advisers or experts prior to the Agent engaging any such parties, unless an Event of Default is continuing, in which case the Agent may proceed to engage any such parties provided that the Agent shall consult with the Company on any fee arrangements as soon as reasonably practicable without limiting the right of the Agent to take such action.

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(d) Without prejudice to the generality of paragraph (c) above, and paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.

(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f) The Agent may act in relation to the Finance Documents through its personnel and agents and the Agent shall not:

(i) be liable for any error of judgment made by any such person; or

(ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the Agent’s gross negligence or wilful misconduct.

(g) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(h) Without prejudice to the generality of paragraph (g) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.

(i) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent, the Mandated Lead Arrangers or the Issuing Bank is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(j) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 16.2 (Market disruption).

(k) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

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32.7 Majority Lenders’ instructions

(a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders or those Lenders indicated by any such contrary indication.

(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security Agent.

(c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

(e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.

(f) If and to the extent required by this Agreement, the Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

32.8 Responsibility for documentation

None of the Agent, the Mandated Lead Arrangers, the Issuing Bank or any Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender:

(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Mandated Lead Arrangers, the Issuing Bank, an Ancillary Lender, a Fronted Ancillary Lender, a Fronting Ancillary Lender, the Parent, an Obligor or any other person given in or in connection with any Finance Document or the Information Memorandum or the Reports or the transactions contemplated in the Finance Documents;

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(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document or the Transaction Security; or

(c) is responsible for any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

32.9 No duty to monitor

The Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c) whether any other event specified in any Finance Document has occurred.

32.10 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of Clause 35.11 (Disruption to Payment Systems etc.) and any other provision of any Finance Document excluding or limiting the liability of the Agent, the Issuing Bank, any Ancillary Lender, any Fronted Ancillary Lender or Fronting Ancillary Lender), none of the Agent, the Issuing Bank or any Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action taken by it under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct; or

(ii) without prejudice to the generality of paragraph (i) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

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(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action;

(iii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security, unless as a result any damages, costs or losses are directly caused by the Agent’s gross negligence or wilful misconduct.

(b) No Party (other than the Agent, the Issuing Bank or an Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender (as applicable)) may take any proceedings against any officer, employee or agent of the Agent, the Issuing Bank or any Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender, in respect of any claim it might have against the Agent, the Issuing Bank or an Ancillary Lender or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Document and any officer, employee or agent of the Agent, the Issuing Bank or any Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender may rely on this Clause subject to Clause 1.15 (Third Party Rights) and the provisions of the Third Parties Act.

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Agent or the Mandated Lead Arrangers to carry out any know your customer or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Mandated Lead Arrangers.

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(e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

32.11 Lenders’ indemnity to the Agent

(a) Subject to paragraph (b) below, each Lender shall (in proportion to its Available Commitments, Available Ancillary Commitment and participations in the Utilisations and utilisations of the Ancillary Facilities and Fronted Ancillary Facilities then outstanding to the Available Facilities and all the Utilisations and utilisations of the Ancillary Facilities and Fronted Ancillary Facilities then outstanding) indemnify the Agent, within 3 (three) Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of its gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless it has been reimbursed by the Parent or an Obligor pursuant to a Finance Document).

(b) If the Available Facilities are then zero, each Lender’s indemnity under paragraph (a) above shall be in proportion to its Available Commitments to the Available Facilities immediately prior to their reduction to zero, unless there are then any Utilisations and utilisations of the Ancillary Facilities or Fronted Ancillary Facilities outstanding, in which case it shall be in proportion to its participations in the Utilisations and utilisations of the Ancillary Facilities and Fronted Ancillary Facilities then outstanding to all the Utilisations and utilisations of the Ancillary Facilities and Fronted Ancillary Facilities then outstanding.

32.12 Resignation of the Agent

(a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom or Germany or any other jurisdiction agreed by the Company as successor by giving notice to the Lenders and the Company.

(b) Alternatively the Agent may resign by giving 30 (thirty) days’ notice to the Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom or any other jurisdiction agreed by the Company).

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(c) The Company may, on no less than 30 days' prior notice to the Agent, require the Lenders to replace the Agent and appoint a replacement Agent if any amount payable under a Finance Document by a French Obligor becomes not deductible from that French Obligor's taxable income for French tax purposes by reason of that amount (i) being paid or accrued to an Agent incorporated or acting through an office situated in a Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name of that Agent in a financial institution situated in a Non-Cooperative Jurisdiction. In this case, the Agent shall resign and a replacement Agent shall be appointed by the Majority Lenders (after consultation with the Company) within 30 days after notice of replacement was given.

(d) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 (twenty) days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom) or any other jurisdiction agreed by the Company).

(e) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (d) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 32 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.

(f) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(g) The Agent’s resignation notice shall only take effect upon the appointment of a successor.

(h) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of Clause 20.3 (Indemnity to the Agent) in respect of the period in which it was appointed Agent and this Clause 32 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Parties shall have the same rights and obligations among themselves as they would have had if such successor had been an original Party.

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(i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (d) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i) the Agent fails to respond to a request under Clause 18.9 (FATCA Information) and the Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Agent pursuant to Clause 18.9 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company or that Lender, by notice to the Agent, requires it to resign.

32.13 Replacement of the Agent

(a) After consultation with the Company, the Majority Lenders may by giving 30 (thirty) days’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent (acting through an office in the United Kingdom or any other jurisdiction agreed by the Company).

(b) The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(c) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders (or as applicable the Company) to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of (solely in respect of the period in which it was Agent) Clause 20.3 (Indemnity to the Agent) and this Clause 32 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

(d) Any successor Agent and each of the other Parties shall have the same rights and obligations among themselves as they would have had if such successor had been an original Party.

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32.14 Confidentiality

(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Mandated Lead Arrangers is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

32.15 Relationship with the Lenders

(a) The Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

(b) unless it has received not less than 5 (five) Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(c) Each Lender shall supply the Agent with any information that the Security Agent may reasonably specify (through the Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent. Each Lender shall deal with the Security Agent exclusively through the Agent and shall not deal directly with the Security Agent.

(d) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address and (where communication by electronic mail or other electronic means is permitted under Clause 37.6 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, electronic mail address, department and officer by that Lender for the purposes of Clause 37.2 (Addresses) and paragraph (a) of Clause 37.6 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

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32.16 Credit appraisal by the Lenders, Issuing Bank and Ancillary Lenders

Without affecting the responsibility of the Parent or any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender, Issuing Bank and Ancillary Lender, Fronted Ancillary Lender and Fronting Ancillary Lender confirms to the Agent, the Mandated Lead Arrangers, the Issuing Bank and each Ancillary Lender, Fronted Ancillary Lender and Fronting Ancillary Lender that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group and its Holding Companies;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

(c) whether that Secured Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(d) the adequacy, accuracy and/or completeness of the Information Memorandum, the Reports and any other information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(e) the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.

32.17 Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Company) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

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32.18 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

32.19 Reliance and engagement letters

Each Finance Party and Secured Party confirms that each of the Mandated Lead Arrangers and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Mandated Lead Arrangers or Agent) the terms of any reliance letter or engagement letters relating to the Reports or any reports or letters provided by accountants in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those Reports, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

32.20 Role of Reference Banks

(a) No Reference Bank is under any obligation to provide a quotation or any other information to the Agent.

(b) No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any quotation supplied to the Agent by a Reference Bank, unless directly caused by its gross negligence or wilful misconduct.

(c) No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any quotation supplied to the Agent by a Reference Bank and any officer, employee or agent of each Reference Bank may rely on this Clause 32.20 subject to Clause 1.15 (Third Party Rights) and the provisions of the Third Parties Act.

32.21 Withholding

To the extent required by any applicable laws, the Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. Each Lender shall indemnify and hold harmless the Agent against, and shall make payable in respect thereof within 10 (ten) days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Agent) incurred by or asserted against the Agent by the US Internal Revenue Service or any other governmental authority as a result of the failure of the Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Finance Document against any amount due the Agent under this Clause 32.21. The agreements in this Clause 32.21 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

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32.22 Quebec Security

For the purposes of the grant of Security under the laws of the Province of Quebec which may now or in the future be required to be provided by any Obligor, the Security Agent is hereby irrevocably authorized and appointed by each of the Lenders hereto to act as hypothecary representative (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders (in such capacity, the Hypothecary Representative) in order to hold any hypothec granted under the laws of the Province of Quebec and to exercise such rights and duties as are conferred upon the Hypothecary Representative under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). The execution prior to the date hereof by the Security Agent in its capacity as the Hypothecary Representative of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender or successor Security Agent shall be deemed to have consented to and ratified the foregoing appointment of the Security Agent as the Hypothecary Representative on behalf of all Lenders, including such person and any Affiliate of such person designated above as a Lender. For greater certainty, the Security Agent, acting as the Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Security Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation of the Security Agent (which shall include its resignation as the Hypothecary Representative) and appointment of a successor Security Agent, such successor Security Agent shall also act as the Hypothecary Representative, as contemplated above.

33. Conduct of Business by the Finance Parties

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

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34. Sharing among the Finance Parties

34.1 Payments to Finance Parties

(a) Subject to paragraph (b) below, if a Finance Party (a Recovering Finance Party) receives or recovers any amount from the Parent or an Obligor other than in accordance with Clause 35 (Payment Mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance Documents then:

(i) the Recovering Finance Party shall, within 3 (three) Business Days, notify details of the receipt or recovery, to the Agent;

(ii) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 35 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(iii) the Recovering Finance Party shall, within 3 (three) Business Days of demand by the Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 35.6 (Partial payments).

(b) Paragraph (a) above shall not apply to any amount received or recovered by an Issuing Bank or an Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender in respect of any cash cover provided for the benefit of that Issuing Bank or that Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender.

34.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the Parent or the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance with Clause 35.6 (Partial payments) towards the obligations of the Parent or that Obligor to the Sharing Finance Parties.

34.3 Recovering Finance Party’s rights

On a distribution by the Agent under Clause 34.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from the Parent or an Obligor, as between the Parent or the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by the Parent or that Obligor.

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34.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and

(b) as between the Parent and the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by the Parent or that Obligor.

34.5 Exceptions

(a) This Clause 34 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Parent or the relevant Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified the other Finance Party of the legal or arbitration proceedings; and

(ii) the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

34.6 Ancillary Lenders

(a) This Clause 34 shall not apply to any receipt or recovery by a Lender in its capacity as an Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender at any time prior to service of notice under Clause 28.15 (Acceleration).

(b) Following service of notice under Clause 28.15 (Acceleration), this Clause 34 shall apply to all receipts or recoveries by Ancillary Lenders, Fronted Ancillary Lenders or Fronting Ancillary Lenders except to the extent that the receipt or recovery represents a reduction from the Gross Outstandings for an Ancillary Facility or Fronted Ancillary Facility that is provided by way of a multi-account overdraft to or towards an amount equal to its Net Outstandings.

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35. Payment Mechanics

35.1 Payments to the Agent

(a) On each date on which the Parent or an Obligor or a Lender is required to make a payment under a Finance Document excluding a payment under the terms of an Ancillary Document, the Parent or that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in a Participating Member State or London, as specified by the Agent), other than a Non-Cooperative Jurisdiction, as the Agent specifies.

35.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 35.3 (Distributions to the Parent or an Obligor) and Clause 35.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than 5 (five) Business Days’ notice with a bank in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London) other than a Non-Cooperative Jurisdiction.

35.3 Distributions to the Parent or an Obligor

The Agent may (with the consent of the Company or the Obligor or in accordance with Clause 36 (Set-Off)) apply any amount received by it for the Parent or that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Parent or that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

35.4 Clawback

(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

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(c) If the Agent has notified the Lenders that it is willing to make available amounts for the account of a Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower:

(i) the Agent shall notify the Company of that Lender’s identity and the Borrower to whom that sum was made available shall, within 60 Business Days of demand, refund it to the Agent; and

(ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower to whom that sum was made available, shall on demand (or in the case of the Borrower, within 60 Business Days of demand) pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

35.5 Impaired Agent

(a) If, at any time, the Agent becomes an Impaired Agent, the Parent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent, as the case may be, in accordance with Clause 35.1 (Payments to the Agent) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of Acceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Parent or the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents.

(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

(c) A Party which has made a payment in accordance with this Clause 35.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d) Promptly upon the appointment of a successor Agent, as the case may be, in accordance with Clause 32.13 (Replacement of the Agent), each Party which has made a payment to a trust account in accordance with this Clause 35.5 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance with Clause 35.2 (Distributions by the Agent).

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35.6 Partial payments

(a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by the Parent or an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of the Parent or that Obligor under those Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Issuing Bank (other than any amount under Clause 7.2 (Claims under a Letter of Credit) or, to the extent relating to the reimbursement of a claim (as defined in Clause 7 (Letters of Credit)), Clause 7.3 (Indemnities)) and the Security Agent under those Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents, and any amount due but unpaid under Clause 7.2 (Claims under a Letter of Credit) and Clause 7.3 (Indemnities); and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by the Company or an Obligor.

35.7 Set-off by the Company or Obligors

All payments to be made by the Company or an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

35.8 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

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35.9 Currency of account

(a) Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment for any sum due from the Parent or an Obligor under any Finance Document.

(b) A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the currency in which that Utilisation or Unpaid Sum is denominated on its due date.

(c) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

(d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e) Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.

35.10 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Company); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

35.11 Disruption to Payment Systems etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:

(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facilities as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

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(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 41 (Amendments and Waivers);

(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11; and

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d).

36. Set-Off

(a) Subject to Clause 4.5 (Utilisations during the Certain Funds Period) and Clause 4.6 (Utilisations of Revolving Facility/Additional Facility during the Agreed Certain Funds Period), a Finance Party may, at any time while a Declared Default is continuing, set-off any matured obligation due from the Company or an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Company or that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

(b) Any credit balances taken into account by an Ancillary Lender or Fronting Ancillary Lender when operating a net limit in respect of any overdraft under an Ancillary Facility or Fronted Ancillary Facility shall on enforcement of the Finance Documents be applied first in reduction of the overdraft provided under that Ancillary Facility or Fronted Ancillary Facility in accordance with its terms.

37. Notices

37.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by electronic mail or letter.

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37.2 Addresses

The address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Company, that identified with its name below;

(b) in the case of each Lender, the Issuing Bank, each Ancillary Lender, Fronted Ancillary Lender or Fronting Ancillary Lender or any Obligor, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c) in the case of the Agent and the Security Agent, that identified with its name below,

or any substitute address, electronic mail address or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than 5 (five) Business Days’ notice.

37.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of electronic mail, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or 5 (five) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 37.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by the Agent or Security Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s or Security Agent’s signature below (or any substitute department or officer as the Agent or Security Agent shall specify for this purpose).

(c) All notices from or to the Company or an Obligor shall be sent through the Agent and notwithstanding any other term of the Finance Documents, all notices and communications from the Company or an Obligor shall be sent through the Agent.

(d) Any communication or document made or delivered to the Company in accordance with this Clause 37.3 will be deemed to have been made or delivered to each of the Obligors.

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37.4 Notification of postal address and electronic mail address

Promptly upon receipt of notification of an address or electronic mail address or change of address or electronic mail address pursuant to Clause 37.2 (Addresses) or changing its own address or electronic mail address, the Agent shall notify the other Parties.

37.5 Communication when Agent is Impaired Agent

If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

37.6 Electronic communication

(a) Any communication to be made under or in connection with the Finance Documents may be made by electronic mail (including unencrypted electronic mail) or other electronic means if the Parties:

(i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication (with such agreement to be deemed to be given by each person which is a Party unless otherwise notified to the contrary by the Agent or the Security Agent and the Company);

(ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii) notify each other of any change to their address or any other such information supplied by them.

(b) Any electronic communication made between Parties will be effective only when actually received in readable form and in the case of any electronic communication made by a Party to the Agent or the Security Agent only if it is addressed in such a manner as the Agent or Security Agent shall specify for this purpose.

(c) Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 37.6.

(d) Each of the Parties agrees that it will comply with the Stamp Duty Guidelines.

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37.7 Use of websites

(a) The Company may satisfy its obligations under this Agreement to deliver any information in relation to those Lenders (the Website Lenders) who accept this method of communication by posting this information onto an electronic website designated by the Company and the Agent (the Designated Website) if:

(i) the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii) both the Company and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii) the information is in a format previously agreed between the Company and the Agent.

If any Lender (a Paper Form Lender) does not agree to the delivery of information electronically then the Agent shall notify the Company accordingly and the Company shall at its own cost supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Company shall at its own cost supply the Agent with at least one copy in paper form of any information required to be provided by it.

(b) The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Company and the Agent.

(c) the Company shall promptly upon becoming aware of its occurrence notify the Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v) the Company becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Company notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Company under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d) Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Company shall at its own cost comply with any such request within 10 (ten) Business Days.

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37.8 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

38. Calculations and Certificates

38.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

38.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, prima facie evidence of the matters to which it relates.

38.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 (three hundred and sixty) days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

39. Partial Invalidity

(a) If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

(b) Without limiting the generality of the foregoing, if, at any time, any obligations of any Obligor under Clause 23 (Guarantees and Indemnity) in respect of any other Obligor’s obligations under any Finance Document in respect of a Swap Obligation are or become illegal, invalid or unenforceable in any respect under any law of any jurisdiction by reason of any Obligor not being a Qualified ECP Guarantor, neither the legality, validity or enforceability of the other obligations of such Obligor or any other Obligor in respect of its obligations under Clause 23 (Guarantees and Indemnity) or in respect of any other obligation under any Finance Document under the laws of such or any other jurisdiction will in any way be affected or impaired.

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40. Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party or Secured Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

41. Amendments and Waivers

41.1 Required consents

(a) This Clause 41 is subject to the terms of the Intercreditor Agreement.

(b) Subject to the other provisions of this Clause 41, any term of the Finance Documents may (other than the Fee Letters which may be amended or waived in accordance with their terms) be amended or waived only with the consent of the Majority Lenders and the Company and any such amendment or waiver will be binding on all Parties.

(c) The Agent may effect, on behalf of any Finance Party, any amendment, waiver, consent or release permitted by this Clause 41 and any amendment, waiver, consent or release made or effected in accordance with the provisions of this Clause 41, or in accordance with any other term of this Agreement or any other Finance Documents shall, in each case, be binding on all Parties. In the event that any of the Finance Parties is not entitled to grant to the Agent the authority referred to in this Agreement it shall be obliged to appear with and execute at the same time as, the Agent, upon the request of the Agent, to formalise any actions or measures that are required. By virtue of this Agreement, each of the Finance Parties shall be obliged to cooperate with the Agent, including to participate in the negotiation and execution of the documents, either in public or private, that may be required for the execution and effectiveness of the provisions contained in this Agreement or any other Finance Document. Each Finance Party hereby irrevocably empowers the Agent to execute and notarise, on behalf of the Lenders, any document required to give effect to the agreed waiver or amendment and each Finance Party shall grant any documents or carry out actions necessary or convenient for the validity of such irrevocable power of attorney in favour of the Agent.

(d) Each Finance Party irrevocably and unconditionally authorises and instructs the Agent without any further consent, sanction, authority or further confirmation from them (for the benefit of the Agent and the Company) to execute any documentation relating to a proposed amendment or waiver as soon as the requisite Lender consent is unconditionally received in accordance with this Clause 41 (or on such later date as may be agreed by the Agent and Company). Without prejudice to the foregoing, the Finance Parties shall enter into any documentation necessary to implement an amendment or waiver once that amendment or waiver has been approved by the requisite number of Lenders determined in accordance with this Clause 41 (or on such later date as may be agreed by the Agent and Company).

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(e) Each Obligor agrees to any such amendment or waiver permitted by this Clause 41 which is agreed to by the Company. This includes any amendment or waiver which would, but for this paragraph (e), require the consent of all or any of the Obligors.

41.2 All Lender Matters

(a) Subject to Clause 41.4 (Other exceptions) and Clause 41.8 (Implementation of Additional Facilities, Permitted Structural Adjustment and Replacement Facilities), and other than as expressly permitted by the provisions of this Agreement (including this Clause 41) or any other Finance Document, an amendment, waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to:

(i) the definitions of “Majority Lenders”, “Super Majority Lenders” and “Structural Adjustment” in Clause 1.1 (Definitions)

(ii) any provision which expressly requires the consent of all the Lenders;

(iii) the specified waterfall order of priority ranking set out in the Intercreditor Agreement to the extent such amendment or waiver (or any consent or release be agreed thereunder or in relation thereto) would adversely affect the interests of the Lenders under this Agreement (in their capacity as such) (provided that any Permitted Structural Adjustment or the introduction of an Additional Facility or any Permitted Alternative Debt or Refinancing Debt shall not be deemed to adversely affect the interests of the Lenders);

(iv) the manner in which the proceeds of enforcement of the Transaction Security are distributed which would adversely affect the interests of the Lenders under this Agreement;

(v) Clause 2.4 (Finance Parties’ rights and obligations);

(vi) Clause 29 (Changes to the Lenders) to the extent further restricting the rights of the Lenders to assign, transfer or sub-participate their rights or obligations under the Finance Documents;

(vii) Clause 34 (Sharing among the Finance Parties);

(viii) this Clause 41;

(ix) Clauses 44 (Governing Law) and 45 (Enforcement);

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(x) a change to the Borrowers or Guarantors other than in accordance with the terms of the Finance Documents;

(xi) the introduction of an additional loan, commitment, tranche or facility into the Finance Documents ranking senior to the Facilities,

shall not be made without the prior consent of all the Lenders provided that:

(A) any amendment to Clause 29 (Changes to the Lenders) in accordance with paragraph (vi) above shall only require the consent of each Lender who will be subject to any such additional restrictions; and

(B) a change to a Borrower under any Facility within the scope of paragraph (x) above shall only require the consent of the Lenders under that Facility,

unless, in each case, any amendment, waiver, consent or release is in connection with or required to implement or reflect any Permitted Structural Adjustment, an Additional Facility or Additional Facility Commitments, any Permitted Alternative Debt or Refinancing Debt.

41.3 Super Majority Lender Matters

Subject to Clause 41.4 (Other exceptions) and Clause 41.8 (Implementation of Additional Facilities, Permitted Structural Adjustment and Replacement Facilities), and other than as expressly permitted by the provisions of this Agreement (including this Clause 41) or any other Finance Document, an amendment, waiver or (in the case of a Transaction Security Documents) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to:

(a) the nature or scope of:

(i) the guarantee and indemnity granted under Clause 23 (Guarantees and Indemnity); or

(ii) the Charged Property,

(b) the release of any:

(i) guarantee and indemnity granted under Clause 23 (Guarantees and Indemnity); or

(ii) Transaction Security,

shall not be made without the prior consent of the Super Majority Lenders unless:

(A) that release is conditional upon or to become effective on or following repayment and cancellation in full of all amounts due and owing under the Facilities;

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(B) the Company certifies that such release is required or desirable to effect or implement a disposal, the incurrence of any indebtedness (including any Additional Facility) and grant of any Security in connection therewith, a Permitted Transaction or such other action, in each case, permitted under and in accordance with the terms of the Finance Documents (including, in the case of such a disposal of shares in an Obligor), the release of not only any Transaction Security over those shares but also any guarantee or such Transaction Security granted by that Obligor or any of its Subsidiaries), provided that if that disposal, financing, a Permitted Transaction or such other action is not consummated, subject to the Agreed Security Principles, a new guarantee and (if applicable) new Transaction Security in respect of the obligations of a member of the Group under any of the Finance Documents on substantially the same terms as those released is granted over substantially the same or equivalent assets which were released from such Transaction Security;

(C) such release is pursuant to (or made in connection with) a resignation of an Obligor which resigns as a Guarantor in accordance with the provisions of Clause 31.4 (Resignation of an Obligor);

(D) such release is pursuant to (or made in connection with) a designation of a Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Agreement;

(E) that release is required or desirable to effect or implement an Additional Facility, a New Debt Financing, Refinancing Debt or a Permitted Structural Adjustment (or otherwise permitted by or not prohibited (or otherwise approved) by this Agreement and any other Finance Document); or

(F) such action is otherwise permitted by or contemplated (or otherwise approved) under the provisions of clause 2.7 (Additional and/or Refinancing Debt), clause 13.1 (Non-Distressed Disposals) or clause 16 (New Debt Financings) of the Intercreditor Agreement,

and, in each case, the Company confirms that such transaction is permitted under this Agreement and as a result no consent, sanction, authority or further confirmation from any Secured Party for that release shall be required and the Security Agent is irrevocably authorised and instructed to take such action provided for in this Clause 41.3 and pursuant to and in accordance with the other provisions of this Agreement, the Intercreditor Agreement and the other Finance Documents.

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41.4 Other exceptions

(a) A Structural Adjustment shall only require the prior consent of the Company and each Lender that is participating in that Structural Adjustment and shall not require the consent of any other Finance Party provided that any Structural Adjustment which has the effect of (i) increasing the Total Commitments (save to the extent that such increase in Total Commitments would have otherwise been permitted if incurred as an Additional Facility and provided further that such additional Commitments shall be deemed to have utilised a corresponding amount of the Permitted Indebtedness Cap) or (ii) reducing the maturity of a Facility shall also require the consent of the Majority Lenders.

(b) Any Permitted Structural Adjustment may be effected pursuant to an amendment to this Agreement (a Structural Adjustment Amendment Agreement) executed and delivered by the Company and each consenting Lender in respect of the Permitted Structural Adjustment (the Consenting Lenders). The Company shall promptly notify the Agent and the Agent shall promptly notify each Lender as to the effectiveness of any Structural Adjustment Amendment Agreement. Each Structural Adjustment Amendment Agreement may, without the consent of any Lender other than the applicable Consenting Lenders, effect such amendments to this Agreement and the other Finance Documents as may be necessary or appropriate, in the opinion of the Consenting Lenders and the Company, to give effect to the provisions of this paragraph (b) including any amendments necessary to treat the applicable Loans and/or Commitments of the Consenting Lenders as a new “class” of loans and/or commitments hereunder.

(c) Notwithstanding any other provision of this Clause 41, this Agreement may be amended with the written consent of the Company and the Replacement Facility Lenders providing the relevant Replacement Term Facility Loans and/or Replacement Revolving Facility Loans (as defined below) as required to permit the refinancing or replacement of all or any portion of the outstanding Term Loans or any Revolving Facility Loans with one or more replacement term facility loans or revolving facility loans hereunder (Replacement Term Facility Loans and/or Replacement Revolving Facility Loans (as applicable)) pursuant to a Refinancing Amendment, provided that such Replacement Term Facility Loans and/or Replacement Revolving Facility Loans (as applicable) satisfy the conditions included in the definition of Refinancing Debt.

(d) Notwithstanding any other provision of this Clause 41, an amendment or waiver of Clause 26.2 (Financial Condition) or any definition referred to therein solely for the purposes of such Clause may be and shall only be made with the consent of the Majority Revolving Facility Lenders.

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(e) No consent from any Lenders shall be required in connection with the implementation of (and any related amendment or waiver as part of the implementation of) an Additional Facility pursuant to Clause 2.2 (Additional Facility) or any Permitted Alternative Debt and any Additional Facility Notice or Permitted Alternative Debt Notice (other than the consent of the relevant Additional Facility Lender(s) or person(s) providing the Additional Facility or Permitted Alternative Debt).

(f) Any amendment or waiver which relates adversely to the specific rights or obligations of the Agent, any Mandated Lead Arrangers, any Issuing Bank, any Ancillary Lender, a Fronted Ancillary Lender or Fronting Ancillary Lender, a Hedge Counterparty, a Reference Bank or the Security Agent (in each case in such capacity) respectively may not be effected without the consent of the Agent, the Mandated Lead Arrangers, the relevant Issuing Bank, the relevant Ancillary Lender, the relevant Fronted Ancillary Lender or Fronting Ancillary Lender, Hedge Counterparty, Reference Bank or the Security Agent (as the case may be). For the avoidance of doubt, this paragraph (f) shall not entitle any Party to refuse its consent to any release of a guarantee or Transaction Security which would otherwise be permitted under another provision of the Finance Documents.

(g) Any amendment or waiver which relates to the rights or obligations applicable to a particular Utilisation, Facility or class of Lenders and which does not materially and adversely affect the rights or interests of Lenders in respect of other Utilisations, Facilities or another class of Lender shall only require the consent of the Majority Lenders, Super Majority Lenders or all Lenders (as applicable) as if references in this paragraph (g) to “Majority Lenders”, “Super Majority Lenders” or “Lenders” were only to Lenders participating in that Utilisation, Facility or forming part of that affected class. For the avoidance of doubt, this paragraph (g) is without prejudice to the ability to effect, make or grant any amendment, waiver, consent or release pursuant to or in accordance with paragraph (f) above.

(h) Each individual Lender may (with the consent of the Company) waive its right to a prepayment (including, without any limitation, by way of amendment or waiver to any of the provisions) under Clause 12 (Mandatory Prepayment) or any other amounts which have become due and payable to it under this Agreement or any other Finance Documents.

(i) Save as expressly provided in Clause 41.2 (All Lender Matters), any amendment to Clause 12 (Mandatory Prepayment) may be approved with the consent of the Majority Lenders.

(j) Any amendment or waiver which relates only to the provisions governing transfers, assignments or sub-participations by Lenders and which makes such provisions more restrictive for any of the Lenders shall only require the consent of each Lender who will be subject to the resulting additional restrictions.

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(k) Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of the Company.

(l) Subject to compliance with Clause 9.3 (Terms of Ancillary Facilities and Fronted Ancillary Facilities) and the provisions of the Intercreditor Agreement, no amendment or waiver of a term of any Ancillary Document shall require the consent of any Finance Party other than the relevant Ancillary Lender or Fronting Ancillary Lender unless such amendment or waiver would require an amendment or waiver of this Agreement (including, for the avoidance of doubt Clause 9 (Ancillary Facilities)), in such case the other provisions of this Clause shall apply.

(m) If the Company or the Agent (at the request of the Company) has requested the Finance Parties (or any of them) to give a consent in relation to, or to agree a release, waiver or amendment of, any provision of the Finance Documents or other vote of Lenders under the terms of this Agreement, then in the case of (i) any Finance Party who has delivered a consent or agreement to such request, on and from the date of notification thereof to the Agent; (ii) any Excluded Lender, on and from the Exclusion Date; and (iii) any other Non-Consenting Lender and its applicable participation, (without prejudice to paragraph (ii) above), on and from the date such Lender is replaced in accordance with the provisions of Clause 41.5 (Replacement of Lender), a consent or agreement to such request shall be treated and deemed as having been made by such Non-Consenting Lender and received by the Agent, and (unless otherwise agreed by the Company or stipulated by the relevant Lender), subject to paragraph (n) below, such consent or agreement shall from such time be irrevocable and binding on such Finance Party, Excluded Lender and Non-Consenting Lender (as applicable) and any permitted assignee, transferee or counterparty to a sub-participation.

(n) Any Finance Party (not being an Excluded Lender) or its permitted assignee or transferee that has expressly not consented or not agreed to a request for an amendment, waiver, consent or release shall always have the right to change or revoke their decision and subsequently deliver to the Agent a consent or agreement to such request at any time during the period for which the vote and request process is open for consents and acceptances as notified by the Agent to such Lender (and subject to any extension of such period as agreed between the Company and the Agent).

(o) No amendment or waiver of a term of any Fee Letter or other side letter shall require the consent of any Finance Party other than any such person which is party to such letter.

(p) Notwithstanding anything to the contrary, any amendment, waiver, consent or release of a Finance Document made in accordance with Clause 2.2 (Additional Facility), Clause 2.3 (Increase), Clause 41.5 (Replacement of Lender), Clause 41.8 (Implementation of Additional Facilities, Permitted Structural Adjustment and Replacement Facilities) or the Intercreditor Agreement shall be binding on all Parties without further consent of any Party.

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(q) Any term of the Finance Documents (other than any Hedging Agreement or any Ancillary Document) may be amended or waived by the Company and the Agent (or, if applicable, the Security Agent) without the consent of any other Party if that amendment or waiver is to cure defects or omissions; resolve ambiguities or inconsistencies; reflect changes of a minor, technical or administrative nature or manifest error; is otherwise only for the benefit of all or any of the Lenders; or is consequential on, incidental to, or required to implement an approved amendment, waiver, consent or release.

(r) Any amendment, waiver, consent or release made or effected in accordance with any of paragraphs of this Clause 41.4, or in accordance with any other term of any of the Finance Documents, shall be binding on all Parties. Each Secured Party irrevocably and unconditionally authorises and instructs the Agent (for the benefit of the Agent and the Company) to execute any documentation relating to a proposed amendment or waiver as soon as the requisite Lender consent is received (or on such later date as may be agreed by the Agent and the Company). Without prejudice to the foregoing, the Finance Parties shall enter into any documentation necessary to implement an amendment or waiver once that amendment or waiver has been approved by the requisite number of Lenders determined in accordance with this Clause 41.

(s) Without prejudice to any matters otherwise requiring the consent of the Lenders or the Super Majority Lenders, any Declared Default, a Revolving Facility Declared Default, a Default or an Event of Default applicable to all Lenders may be revoked or, as the case may be, waived with the consent of the Majority Lenders or, if applicable, the Majority Revolving Facility Lenders. Any notice, demand, declaration or other step or action taken under or pursuant to Clause 28.15 (Acceleration) may be revoked with the consent of the Majority Lenders or, if applicable, the Majority Revolving Facility Lenders.

(t) Notwithstanding anything to the contrary in the Finance Documents, any redesignation or transfer of all or any part of a Commitment and/or a participation in any Utilisation to a new tranche or facility established as an Additional Facility or pursuant to a Structural Adjustment or any other term of any of the Finance Documents (or any other similar or equivalent transaction) may be approved with the consent of the Lender holding that Commitment and/or, as the case may be, participation (or part thereof) and the Obligors’ Agent (without any requirement for any consent or approval from any other person).

(u) To the extent disenfranchised in accordance with paragraph (g) of Clause 30.1 (Permitted Debt Purchase Transactions) the Commitment and/or participation of any member of the Group, any Unrestricted Subsidiary or any Sponsor Affiliate shall not be included for the purpose of calculating the Total Commitments or participations under the relevant Facility or Facilities when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity, Majority Lenders and Super Majority Lenders) of Total Commitments and/or participations has been obtained to approve that request.

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41.5 Replacement of Lender

(a) If at any time:

(i) any Finance Party becomes or is a Non-Consenting Lender (as defined in paragraph (d) below); or

(ii) an Obligor becomes obliged to repay any amount in accordance with Clause 11.1 (Illegality) or to pay additional amounts pursuant to Clause 18.2 (Tax Gross Up), Clause 18.3 (Tax Indemnity) or Clause 19.1 (Increased costs) to any Finance Party; or

(iii) any Finance Party invokes the benefit of Clause 16.2 (Market disruption); or

(iv) any Finance Party (including for the purpose of this Clause 41.5 a Substitute Affiliate Lender as defined in Clause 2.7 (Designated Affiliates)) becomes or is a Non-Acceptable L/C Lender or a Defaulting Lender,

then the Company may, on no less than 5 (five) Business Days’ prior written notice (a Replacement Notice) to the Agent and such Finance Party (a Replaced Lender):

(A) replace a participation of such Replaced Lender by requiring such Replaced Lender to (and such Replaced Lender shall) transfer pursuant to Clause 29 (Changes to the Lenders) on such dates as specified in the Replacement Notice all or part of its rights and obligations under this Agreement to a Lender constituting a New Lender under Clause 29.2 (Assignments and Transfers by Lenders) (a Replacement Lender) selected by the Company which confirms its (or their) willingness to assume and does assume all or part of the obligations of the Replaced Lender (including the assumption of the Replaced Lender’s participations or unfunded or undrawn participations (as the case may be) on the same basis as the Replaced Lender) for a purchase price in cash payable at the time of transfer in an amount equal to the applicable outstanding principal amount of such Replaced Lender’s participation in the outstanding Utilisations or Ancillary Outstandings and all related accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents in respect of such transferred participation; and/or

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(B) prepay (or procure that another member of the Group prepays) on such dates as specified in the Replacement Notice, provided that, where a prepayment is made to a Non-Consenting Lender, such prepayment is funded directly or indirectly from the Available Amount (or such other source as approved by the Majority Lenders) all or any part of such Lender’s participation in the outstanding Utilisations or Ancillary Outstandings and all related accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents in respect of such participation; and/or

(C) cancel all or part of the undrawn Commitments or Ancillary Commitments, Fronted Ancillary Commitments and Fronting Ancillary Commitments of that Replaced Lender on such dates as specified in the Replacement Notice.

(b) Any notice delivered under paragraph (a) above (or any subsequent notice for this purpose, as applicable) may be accompanied by a Transfer Certificate complying with Clause 29.7 (Procedure for transfers), and/or an Assignment Agreement complying with Clause 29.8 (Procedure for assignment) and any other related documentation to effect the transfer or assignment, which Transfer Certificate, Assignment Agreement and any other related documentation to effect the transfer or assignment (if attached) shall be promptly (and by no later than 3 (three) Business Days from receiving such Transfer Certificate, Assignment Agreement and any other related documentation) executed by the relevant Replaced Lender and returned to the Company. Notwithstanding the requirements of Clause 29 (Changes to the Lenders) or any other provisions of the Finance Documents, if a Replaced Lender does not execute and/or return a Transfer Certificate, an Assignment Agreement and any other related documentation to effect the transfer or assignment as required by this paragraph (b) within 3 (three) Business Days of delivery by the Company, the relevant transfer or transfers or assignment and assignments shall automatically and immediately be effected for all purposes under the Finance Documents on payment of the replacement amount to the Agent (for the account of the relevant Replaced Lender) (notwithstanding failure to execute such documentation by the relevant Replaced Lender), and the Agent may (and is authorised and required by each Finance Party to) execute, without requiring any further consent or action from any other party, a Transfer Certificate, Assignment Agreement and any other related documentation to effect the transfer or assignment on behalf of the relevant Replaced Lender which is required to transfer its rights and obligations or assign its rights under this Agreement pursuant to paragraph (a) above which shall be effective for the purposes of Clause 29.7 (Procedure for transfers) and Clause 29.8 (Procedure for assignment). The Agent shall not be liable in any way for any action taken by it pursuant to this paragraph (b) and, for the avoidance of doubt, the provisions of Clause 32.10 (Exclusion of liability) shall apply in relation thereto.

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(c) Unless otherwise agreed by the Majority Lenders or provided pursuant to another provision of this Agreement, the replacement of a Lender pursuant to this Clause 41.5 shall be subject to the following conditions:

(i) the Company must ensure that all (and not part only) of a Lenders rights and obligations under this Agreement are replaced, prepaid and/or cancelled in full in accordance with the provisions of sub-paragraphs (a)(A) to (C) above notwithstanding that the Company may exercise of its rights under such provisions in whole or in part;

(ii) the Company shall have no right to replace the Agent or Security Agent in its capacity as such;

(iii) the Company may only deliver a Replacement Notice (pursuant to paragraph (a)(i) above in respect of any Non-Consenting Lender), at any time prior to the date falling 90 (ninety) days after the Non-Consenting Lender notifies the Company and the Agent of its refusal to give a consent to any requested release, waiver or amendment; or (in the case of sub-paragraph (a)(ii) or (iii) above) within 90 (ninety) days of becoming entitled to do so; or (in the case of sub-paragraph (a)(iv) above) within 90 (ninety) days of the delivery of the Replacement Notice;

(iv) neither the Agent nor the Lender shall have any obligation to the Company to find a Replacement Lender;

(v) in no event shall the Lender replaced under this Clause 41.5 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

(d) If the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a release, waiver or amendment of, any provisions of the Finance Documents or other vote of the Lenders under the terms of this Agreement, where the requested consent, release, waiver or amendment is either a Structural Adjustment or one which requires Majority Lender consent (or more than Majority Lender consent, or the consent of the Majority Lenders or more than the Majority Lenders in respect of a particular Facility, tranche, Loan or Commitment) pursuant to this Agreement and has been agreed to by Lenders representing the Majority Lenders (or the Majority Lenders in respect of a particular Facility, tranche, Loan or Commitment) irrespective of whether the consent of the Majority Lenders is required, then any Lender who has not consented or agreed (or fails to reject) to such request by the end of the period of 10 (ten) Business Days (or any other period of time notified by the Company, with the prior agreement of the Agent if the period for this provision to operate is less than 10 (ten) Business Days of a request being made such Lender shall be deemed a Non-Consenting Lender.

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41.6 Excluded Commitments

If:

(a) a Lender does not accept or reject a request from a member of the Group (or the Agent on behalf of that member of the Group) for any consent or agreement in relation to a release, waiver or amendment of any provisions of the Finance Documents or other vote of Lenders under the terms of the Finance Documents within 10 (ten) Business Days, or if such Lender is a Defaulting Lender, 5 (five) Business Days (or in each case such shorter period of time specified by that member of the Group and agreed by the Agent) of the date of such request being made (the last day of such period, the Exclusion Date); or

(b) any Non-Consenting Lender fails to assist with any step required to implement the Company’s right to prepay that Non-Consenting Lender or to replace that Non-Consenting Lender pursuant to and as contemplated by Clause 41.5 (Replacement of Lender) within 3 (three) Business Days of a request to do so by the Company (a Non-Consenting Defaulting Lender),

then, in each case:

(i) that Lender (an Excluded Lender) shall be automatically excluded from participating in that vote, and its participations, Commitments and vote (as the case may be) shall not be included (or, as applicable, required) with the Total Commitments or otherwise when ascertaining whether the approval of Majority Lenders, the Super Majority Lenders, all Lenders, or any other class of Lenders (as applicable) has been obtained with respect to that request for a consent or agreement; and

(ii) for the purposes of paragraph (b) above only, its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement or any specified group of Lenders has been obtained to approve the request.

41.7 Disenfranchisement of Defaulting Lenders

(a) In ascertaining the Majority Lenders, the Super Majority Lenders, all Lenders or any other class of Lenders (as applicable) or whether any given percentage (including, for the avoidance of doubt, unanimity) of any of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, a Defaulting Lender’s Commitments and participations will be deemed to be zero.

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(b) For the purposes of this Clause 41.7, the Agent may assume that the following Lenders are Defaulting Lenders:

(i) any Lender which has notified the Agent that it has become a Defaulting Lender; and

(ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in the definition of Defaulting Lender has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

41.8 Implementation of Additional Facilities, Permitted Structural Adjustment and Replacement Facilities

(a) The Agent and/or the Security Agent, as the case may be, shall, on behalf of the Finance Parties (unless a Secured Party is required under applicable law to do so in its own name, in which case the relevant Secured Party shall) and is hereby authorised to enter into such agreement or agreements with the Obligors and/or the holders of the Liabilities pursuant to any Additional Facility, other New Debt Financing, Permitted Structural Adjustment or Replacement Facility and/or their agents and trustees to enter into any confirmation, amendment, replacement of or supplement to the Finance Documents (including any amendment, waiver or release in respect of any Transaction Security Document or any grant of Transaction Security pursuant to a new Transaction Security Document, provided that any such release is coupled with a substantially simultaneous re-granting on substantially the same terms or as otherwise contemplated or permitted by this Clause 41.8 or Clause 41.3 (Super Majority Lender Matters) or clause 16.2 (Transaction Security: New Debt Financings) of the Intercreditor Agreement) and/or take any other action (subject to the Agreed Security Principles) as is necessary or appropriate in order to:

(i) give effect to the terms of any Additional Facility, other New Debt Financing, Permitted Structural Adjustment or Replacement Facility; or

(ii) facilitate the establishment of any Additional Facility, other New Debt Financing, Permitted Structural Adjustment or Replacement Facility entered into in compliance with this Agreement,

in each case subject to the provisions of this Clause 41 and provided that such Additional Facility, other New Debt Financing, Permitted Structural Adjustment or Replacement Facility or confirmation, amendment, replacement of or supplement to the Finance Documents (including any amendment, waiver or release in respect of any Transaction Security Document or any grant of Transaction Security pursuant to a new Transaction Security Document) is permitted by and entered into in compliance with this Agreement and the Intercreditor Agreement (and the Company confirms that is the case).

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(b) The Agent and the Security Agent are irrevocably authorised and instructed by each other Secured Party (without the requirement for any further authorisation or consent from any other Secured Party) to enter into such documentation and take any such action contemplated or permitted by this Clause 41.8 and provided it is permitted by Clause 41.3 (Super Majority Lender Matters) above and shall do so promptly on request and at the expense of the Company. Except where otherwise required by applicable law, any such amendment shall not require the consent of any Secured Party and shall be effective and binding on all Parties upon the execution thereof by the Obligors, each of the Agent and the Security Agent.

(c) Each Obligor confirms:

(i) the authority of the Company to:

(A) give effect to the terms of any Additional Facility, other New Debt Financing, Permitted Structural Adjustment or Replacement Facility; and

(B) agree, implement and establish any Additional Facility, other New Debt Financing, Permitted Structural Adjustment or Replacement Facility in accordance with this Agreement; and

(ii) that its guarantee and indemnity set out in this Agreement (or any applicable Accession Deed or other Finance Document), and all Security granted by it will (to the extent provided pursuant to the terms of the relevant Additional Facility, other New Debt Financing, Permitted Structural Adjustment or Replacement Facility) is intended to entitle the Lenders under any Additional Facility or Replacement Facility and the persons providing the New Debt Financing or Permitted Structural Adjustment to benefit from such guarantee and indemnity and such Security (subject only to any applicable limitations on such guarantee and indemnity set out in Clause 23 (Guarantees and Indemnity) or any Accession Deed or other document pursuant to which it became an Obligor) and is intended to extend to include all obligations arising under or in respect of any Additional Facility, other New Debt Financing, Permitted Structural Adjustment or Replacement Facility as applicable.

(d) Notwithstanding the foregoing, nothing in this Clause 41.8 shall oblige the Security Agent, the Agent or any other Secured Party to execute any document if it would impose personal liabilities or obligations on, or adversely affect the rights, duties or immunities of the Security Agent, the Agent or such Secured Party (provided that the incurrence of such Additional Facility, other New Debt Financing, Permitted Structural Adjustment or Replacement Facility shall not be deemed to adversely affect the rights of any Secured Party) and nothing in this Clause 41.8 shall be construed as a commitment to advance or arrange any such Additional Facility, other New Debt Financing, Permitted Structural Adjustment or Replacement Facility. The Agent and the Security Agent are authorised and instructed by the Finance Parties to execute any document or take any other action set out in this Clause 41 on behalf of the Finance Parties.

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41.9 Replacement of Screen Rate

Subject to paragraph (f) of Clause 41.4 (Other exceptions), if a Screen Rate Replacement Event has occurred in relation to any Screen Rate for a currency which can be selected for a Loan, any amendment or waiver which relates to:

(a) providing for the use of a Replacement Benchmark; and

(b)

(i) aligning any provision of any Finance Document to use that Replacement Benchmark;

(ii) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);

(iii) implementing market conventions applicable to that Replacement Benchmark;

(iv) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or

(v) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Company.

For the purposes of this Clause 41.9:

Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

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Replacement Benchmark means a benchmark rate which is:

(a) formally designated, nominated or recommended as the replacement for a Screen Rate by:

(i) the administrator of that Screen Rate; or

(ii) any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Benchmark” will be the replacement under paragraph (ii) above;

(b) in the reasonable opinion of the Majority Lenders and the Company, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or

(c) in the reasonable opinion of the Majority Lenders and the Company, an appropriate successor to a Screen Rate.

Screen Rate Replacement Event means, in relation to a Screen Rate:

(a) the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders and the Company materially changed;

(b)

(i)

(A) the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

(B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

(ii) the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

(iii) the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

(iv) the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used; or

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(c) in the opinion of the Majority Lenders and the Company, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

42. Confidentiality

42.1 Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 42.2 (Disclosure of Confidential Information) and Clause 42.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

42.2 Disclosure of Confidential Information

(a) Any Finance Party may, subject (where applicable) to the provisions of article L. 511-33 of the French Monetary and Financial Code, disclose:

(i) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(ii) to any person:

(A) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or Security Agent and, in each case, to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(B) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or the Parent or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

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(C) appointed by any Finance Party or by a person to whom paragraph (ii)(A) or (B) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 32.15 (Relationship with the Lenders));

(D) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (ii)(A) or (B) above;

(E) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(F) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 29.11 (Security over Lenders’ rights);

(G) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(H) who is a Party; or

(I) with the consent of the Company,

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(I) in relation to paragraphs (ii)(A) or (B) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(II) in relation to paragraph (ii)(D) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; or

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(III) in relation to paragraphs (ii)(E), (ii)(F) and (ii)(G) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances,

and a copy of any such confidentiality undertaking and any amendment thereto shall be provided to the Company within 10 (ten) Business Days of request by the Company;

(iii) to any person appointed by that Finance Party or by a person to whom paragraph (ii)(A) or (ii)(B) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (iii) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Company and the relevant Finance Party, and a copy of any such confidentiality undertaking and any amendment thereto shall be provided to the Company within 10 (ten) Business Days of request by the Company; and

(iv) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Parent or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

(b) The Company will consent to any reasonable request by the Mandated Lead Arrangers or the Underwriters to publicise the Facilities after the Closing Date.

(c) For the purposes only of and under the conditions set forth in this Clause 42.2 each Austrian Guarantor hereby waives any rights it may have in respect of banking secrecy pursuant to section 38 Austrian Banking Act 1993 (Bankwesengesetz 1993) from time to time.

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42.3 Disclosure to numbering service providers

(a) Any Finance Party may, subject (where applicable) to the provisions of article L. 511-33 of the French Monetary and Financial Code, disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities, the Parent and/or one or more Obligors the following information:

(i) names of the Parent and Obligors;

(ii) country of domicile of the Parent and Obligors;

(iii) place of incorporation of the Parent and Obligors;

(iv) date of this Agreement;

(v) the names of the Agent, the Mandated Lead Arrangers and the Underwriters;

(vi) date of each amendment and restatement of this Agreement;

(vii) amount of Total Commitments;

(viii) currencies of the Facilities;

(ix) type of Facilities;

(x) ranking of Facilities;

(xi) Termination Date for Facilities;

(xii) changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above; and

(xiii) such other information agreed between such Finance Party and the Company,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities, the Parent and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) Each Obligor represents that none of the information set out in paragraphs (i) to (xiii) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.

(d) The Agent shall notify the Company and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facilities, the Parent and/or one or more Obligors; and

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(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facilities, the Parent and/or one or more Obligors by such numbering service provider.

42.4 Entire agreement

Subject to the provisions of article L. 511-33 of the French Monetary and Financial Code, this Clause 42 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

42.5 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

42.6 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (ii)(E) of Clause 42.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 42.

42.7 Continuing obligations

The obligations in this Clause 42 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 Months from the earlier of:

(a) the date on which all amounts payable by the Parent and the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

42.8 Electronic Communication

For reasons of technical practicality, electronic communication may be sent in unencrypted form, even if the content may be subject to confidentiality and banking secrecy.

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43. Counterparts

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document. Delivery of a counterpart of this Agreement by email attachment or telecopy shall be an effective mode of delivery.

44. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

45. Enforcement

45.1 Jurisdiction of English courts

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a Dispute).

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 45.1 is for the benefit of the Finance Parties and Secured Parties only. As a result, no Finance Party or Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties and Secured Parties may take concurrent proceedings in any number of jurisdictions.

(d) Notwithstanding the foregoing, paragraph (c) above shall not apply in relation to any proceedings commenced by the Finance Parties or Secured Parties against any French Obligor (including where the French Obligor is a joint defendant with the Obligors) and any such proceedings shall be commenced in the English courts pursuant to paragraph (b) above.

45.2 Service of process

(a) Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i) irrevocably appoints TMF Global Services (UK) Ltd. (the Process Agent) as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii) agrees that failure by an agent for service of process to notify the Company or relevant Obligor of the process will not invalidate the proceedings concerned.

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(b) If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Company (on behalf all the Obligors) must promptly (and in any event within 10 (ten) Business Days of such event taking place) appoint another agent on terms acceptable to the Agent (acting reasonably and in good faith). Failing this, the Agent may appoint another agent for this purpose.

46. Contractual recognition of bail-in

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a) any Bail-In Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii) a cancellation of any such liability; and

(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability

In this Clause 46:

Bail-In Action means the exercise of any Write-down and Conversion Powers.

Bail-In Legislation means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b) in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and Norway.

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EU Bail-In Legislation Schedule means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

Resolution Authority means any body which has authority to exercise any Write-down and Conversion Powers.

Write-down and Conversion Powers means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

(b) in relation to any other applicable Bail-In Legislation:

(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that Bail-In Legislation.

47. USA PATRIOT ACT; Beneficial Ownership Regulation

Each Lender hereby notifies each Obligor that pursuant to the requirements of the USA PATRIOT Act and the Beneficial Ownership Regulation, such Lender may be required to obtain, verify and record information that identifies such Obligor, which information includes the name and address of such Obligor and other information that will allow such Lender to identify such Obligor in accordance with the USA PATRIOT Act and the Beneficial Ownership Regulation.

THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS AGREEMENT.

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Signature Pages to the Senior Facilities Agreement

[Intentionally Omitted]

407 | 407

SIGNATURES

The Company and Obligors’ Agent
EXECUTED AS A DEED	)
for and on behalf of	)	Signature:	/s/ Andrew Chih-Chun Huang
AMER SPORTS HOLDING OY	)
	)	Name:	Andrew Chih-Chun Huang

[Babylon – 2023 Amendment and Restatement Agreement]

The Agent

For and on behalf of

J.P. MORGAN SE

as Agent on behalf of the other Finance Parties, acting pursuant to clause 41.9 (Replacement of Screen Rate) of the Senior Facilities Agreement

By:	/s/ Karolina Glinka
Name:	Karolina Glinka
Title:	Vice President

[Babylon – 2023 Amendment and Restatement Agreement]

The Security Agent

For and on behalf of

WILMINGTON TRUST (LONDON) LIMITED

as Security Agent on behalf of the other Secured Parties

By:	/s/ Antony Girling
Name:	Antony Girling
Title:	Vice President

[Babylon – 2023 Amendment and Restatement Agreement]

EX-10.7

Exhibit 10.7

Private and Confidential

AMER SPORTS, INC.

2019 STOCK OPTION PLAN RULES

The Board of Directors of Amer Sports, Inc. (the Company) has resolved on the establishment of a stock option plan (the Option Plan) and in accordance therewith on the grant of stock options to the key management of Amer Sports Holding Oy (Amer), its subsidiaries and affiliated companies (the Amer Group), on the terms and subject to the conditions set out below, as amended from time to time (the Option Plan Rules) and as amended and restated effective as of the U.S. Listing (as defined below).

1. Definitions and Interpretation

1.1 In this Option Plan, unless the context otherwise requires, the following expressions have the meanings set out below:

Amer means Amer Sports Corporation;

Amer Group means Amer, its subsidiaries and its affiliated companies;

Articles mean the articles of association of the Company;

Award Agreement has the meaning ascribed to it in clause 5.1 below;

Bad Leaver means:

(a) an Optionholder whose employment, service or engagement by the Amer Group terminates for a reason other than a Good Leaver Reason; or

(b) except in relation to any Optionholder located in France, an Optionholder commits an act of material misconduct in his or her employment, service or engagement by the Amer Group, including but not limited to:

(i) intentionally causing a falsification of the financial or other data, based on which any Vesting Conditions are defined or the fulfilment of which is measured; and

(ii) acted unethically or otherwise in a manner which materially breaches any express or implied term in the Optionholder’s employment or services agreement with Amer,

(each a Bad Leaver Reason);

Board means the Board of Directors of the Company or a duly authorized committee thereof;

Cash Payment means an amount in cash to be paid to an Optionholder in satisfaction of an Option upon its exercise, the amount of which shall be determined by the Company in accordance with the formula set out below:

Cash Payment = A x (B - C)

where

A = the number of Shares in respect of which the Option has been exercised;

B = the Fair Value of a Share on the date of exercise of the Option;

C = the Share Subscription Price

and the Company’s determination of the amount of the Cash Payment shall, in the absence of fraud or manifest error, be binding on the Company and the relevant Optionholder;

Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.

Companies Act means the Companies Act (as revised) of the Cayman Islands, as amended and restated from time to time;

Company means Amer Sports, Inc.;

Continued Employment means a Participant’s actual and active employment with the Company and/or any member of the Amer Group for the period up to and including the Employment Termination Date;

Effective Date means 27 November 2019;

Employment Termination Date means the date on which a Participant’s actual and active employment, service or engagement with the Company and/or any member of the Amer Group terminates;

Exercise Period means:

(a) in the case of an IPO, a period from the date on which the public trading of the Company’s or Listco’s shares commenced until 27 November 2029;

(b) in the case of a Trade Sale, a period of 6 months from the date on which the Trade Sale completes;

(c) any other period as determined by the Board in its sole discretion and communicated to the Optionholder;

Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.

Exit means:

(a) a public offering of the shares of the Company or the relevant Listco on a regulated market and the commencement of the public trading of those shares on that regulated market (an IPO); or

(b) a sale of a controlling majority of shares in the Company on a fully diluted basis or the sale of the majority of the business assets of its Group through a transaction structure determined by the Investor Consortium (a Trade Sale);

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Fair Value means:

(a) with respect to Shares, the closing price of a Share on the applicable date of determination (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred), on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a Share as determined by the Board; and

(b) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Board.

Good Leaver means an Optionholder whose employment, service or engagement by the Amer Group terminates for one of the following Good Leaver Reasons:

(a) retirement for statutory old-age, retirement for disability or early retirement in relation to which the Optionholder receives a supplementary or premature old-age pension arranged by Amer;

(b) permanent disability (as determined by Board acting reasonably);

(c) death; or

(d) in any other circumstances which the Board determines, in its sole discretion, that an Optionholder should be treated as a Good Leaver;

Grant Date means the date on which the Board makes a grant of Options to a Participant, as set out in the Award Agreement;

Group means the Company and all its direct and indirect subsidiaries;

Investor Consortium means the consortium of investors who are the ultimate shareholders of Amer as at the launch of this Option Plan (consisting of the current shareholders through their respective group structures and their common holding company structure and any of their subsequent assignees and any subsequent new shareholders in the Company’s shareholder structure);

JVCo means Amer Sports Holding (Cayman) Limited being the company through which the Investor Consortium hold its interest in Amer;

Listco means the entity in the Group chosen by the Investor Consortium, in its sole discretion, the shares of which are offered to the public and traded on a regulated market;

Lock-Up Period means the period beginning from the date of any lock-up agreement on behalf of the underwriters in such U.S. Listing and continuing to and including the date 180 days after the date of the final Prospectus.

Lock-Up Securities means Shares, or any options or warrants to purchase any Shares, or any securities convertible into, exchangeable for or that represent the right to receive Shares.

Long-Stop Date means the date which is the tenth anniversary of the Effective Date;

Option means an option to subscribe for or acquire Shares which is granted pursuant to this Option Plan;

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Optionholder means a Participant who accepts a grant of Options in accordance with the terms of this Option Plan;

Option Plan means the 2019 Stock Option Plan, effective from 27 November 2019;

Option Plan Rules means the rules of this Option Plan, as amended from time to time;

Participants mean key members of the management of Amer and the Amer Group or any other person as determined by the Board in its absolute discretion;

Performance Conditions mean any conditions to vesting based on performance, including performance of the Company or particular brands, as set out in the specific Award Agreement;

Plan Mandate Limit has the meaning ascribed to it in clause 3.1;

Prospectus means the prospectus relating to the U.S. Listing.

Shareholders mean the holders of the Shares;

Shares mean ordinary shares of the Company, par value EUR [·] per ordinary share;

Share Subscription Price means the price per Share at which an Optionholder may acquire Shares upon the exercise of an Option as set out in the Award Agreement which shall not fall below the par value of the Shares; provided that, effective as of the date of the U.S. Listing the Share Subscription Price of each outstanding Option at such time may be converted from an amount in Euro to an amount in U.S. Dollars, using an exchange rate determined by the Board;

Time Vesting Conditions means any conditions based on the passage of time as set out in the specific Award Agreements;

Transfer means the sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Shares or other securities, in cash or otherwise.

U.S. Deferred Compensation Rules means Sections 409A and 457A of the Code, and the rules, regulations and guidance thereunder.

U.S. Listing means the Company’s IPO resulting in the listing of Shares on the New York Stock Exchange.

Vest means the Optionholder becoming entitled to exercise the Option to subscribe for or acquire the Shares underlying the Options

Vesting Conditions has the meaning ascribed to it in clause 6.1; and

Vesting Date means the date to be determined by the Board and notified to the relevant Optionholder in the Award Agreement on which the Shares underlying the Option shall Vest.

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2. Purpose

2.1 To align the interests of Participant’s with those of the Company’s shareholders, the Board established this Option Plan in order to:

(a) create a long-term equity interest for Participants and promote long term shareholder value creation;

(b) retain critical leadership talent in Amer; and

(c) offer Participants a competitive equity-based earning opportunity.

3. Maximum Number of Options

3.1 The Company may under this Option Plan grant Options in respect of an aggregate maximum of 3 per cent of all of the Company’s issued and outstanding shares on a fully diluted basis, including both the non-voting (if any) and voting shares (the Plan Mandate Limit).

4. Plan Administration

4.1            This Option Plan shall be subject to the administration of the Board. The Board’s decision as to all matters arising in relation to this Option Plan or its interpretation or effect shall (save as otherwise provided herein) be final and binding on all parties. The Board shall have the right to:

(a) determine all matters, measures and procedures in relation to the implementation of the Option Plan;

(b) interpret and construe these Option Plan Rules;

(c) determine, in its sole discretion, the persons (if any) who shall be granted Options under this Option Plan;

(d) determine, in its sole discretion, when Options shall be granted and the terms on which Options are granted;

(e) determine the number of Shares underlying the Options;

(f) the distribution and allocation of the Options;

(g) the redistribution and reallocation of lapsed Options;

(h) except as otherwise provided in these Option Plan Rules, make such adjustments to these Option Plan Rules and to the terms of the Options granted pursuant to this Option Plan as the Board deems necessary and shall notify the relevant Optionholder(s) of such an adjustment with written notice;

(i) delegate such rights and powers to third parties (including to external plan administrators of its choice); and

(j) make such other decisions or determinations as it shall deem appropriate in relation to the grant of Options, Vesting, exercise and/ or the administration of this Option Plan, provided that those decisions or determinations are not inconsistent with the provisions of this Option Plan or any applicable laws, regulations or rules.

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5. Grant of the Options

5.1 The Board may grant, in its sole discretion, Options to an eligible individual by a specific award agreement (the Award Agreement) in such form as the Board may from time to time determine requiring the individual to undertake to hold in accordance with and to be bound by the terms of this Option Plan and any other terms and conditions contained in the Award Agreement.

5.2 The offer of Options to a Participant pursuant to any Award Agreement shall remain open for acceptance by the Participant for such time to be determined by the Board, as set out in the Award Agreement.

5.3 The Award Agreement shall specify the terms on which the Option is to be granted, including:

(a) the Grant Date;

(b) the number of Shares underlying the Option;

(c) any performance or other conditions that must be satisfied in order for the Option to Vest;

(d) the Share Subscription Price; and

(e) any other terms which the Board has determined shall apply to the Option.

5.4 The Board may, in its absolute discretion, determine whether all or any of the Shares underlying any Option granted or to be granted under the Option Plan shall be satisfied upon exercise by the allotment and issue or transfer of Shares or by a Cash Payment. Any determination may be made on a case-by-case basis or generally at any time prior to the Vesting Date of the Option in question and the Board shall notify the relevant Optionholder of such determination.

5.5 A grant of Options is conditional on the Optionholder signing and returning the Award Agreement to the Company (as directed in the Award Agreement) and any other consents, undertakings, agreements and documents as determined by the Board.

6. Vesting

6.1 Subject to a Participant’s Continued Employment and in accordance with these Option Plan Rules and any specific terms of the applicable Award Agreement, an Option shall Vest (in full or in part) on:

(a) the satisfaction of each applicable Performance Condition and/or Time Vesting Conditions as set out in the specific Award Agreement; and

(b) except as set forth in the applicable Award Agreement, an Exit event (the Vesting Conditions).

6.2 Any Options which do not Vest on an Exit will automatically lapse, unless set forth in the applicable Award Agreement or as otherwise determined by the Board.

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7. Exercise

7.1 Subject to and in accordance with these Option Plan Rules and the specific terms of the applicable Award Agreement, an Option may be exercised in whole or in part at any time within the Exercise Period by the Optionholder by giving notice in writing to the Company during the Exercise Period stating that the Option is thereby exercised and specifying the number of Shares in respect of which it is exercised. Each such notice must be accompanied by payment for the full amount of the Share Subscription Price multiplied by the number of Shares in respect of which the Option is exercised, save to the extent that other arrangements have been made to the satisfaction of the Board for the payment of the Share Subscription Price. The aggregate Share Subscription Price shall be paid by cash, cheque or any other means deemed acceptable by the Board. Any exercise of an Option by an Optionholder shall be subject to the applicable laws, regulations, rules and requirements of any relevant country or jurisdiction.

7.2 The exercise of the Options, including the method by which an Optionholder is required to pay the relevant Share Subscription Price per Share, shall be determined by the Board in its sole discretion.

7.3 Any Options not exercised within the Exercise Period will lapse immediately.

7.4 Notwithstanding any other provisions of these Option Plan Rules, an Option that has not Vested and has not been exercised by the Optionholder on or before the Long-Stop Date shall automatically lapse.

7.5 Subject to clauses 9 and 18.2, Options that have been exercised in accordance with the terms of these Option Plan Rules and the specific terms of the applicable Award Agreement, shall be satisfied as soon as practicable on or after the receipt of a valid notice of exercise from the Optionholder and in any event by no later than ten business days after such receipt, at the Company’s absolute discretion by:

(a) the Company allotting and issuing the relevant number of new Shares credited as fully paid or transferring the relevant number of Shares to the Optionholder; or

(b) the Company paying or procuring the payment of a Cash Payment (and the Company may in its discretion pay or procure the payment of the Cash Payment in Euros or the equivalent in the Optionholder’s local currency (converted on the basis of such exchange rate as the Company may in its discretion determine)).

7.6 An Optionholder shall have no rights in respect of any Shares subject to an Option until such Shares have been allotted and issued or transferred to him or her under the terms of these Option Plan Rules.

8. Transferability

8.1 An Option shall be personal to the Optionholder and shall not be assignable or transferable by the Optionholder and the Optionholder shall not, without the prior written consent of the Board, in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to the Option, provided that subject to rest of this clause 8, following the Optionholder’s death, Options may be transferred by will or by applicable laws.

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8.2 In connection with the U.S. Listing, each Optionholder agrees that, during the Lock-Up Period, the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any Lock-Up Securities, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a Transfer or (iii) otherwise publicly announce any intention to engage in or cause any Transfer, other than (A)  a transfer upon death of the Optionholder by will, testamentary document or intestate succession, (B) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement or other court or regulatory agency order, (C) to the Company from the Optionholder upon death, disability or termination of service, in each case, of such Optionholder or (D) to the Company in connection with the vesting or exercise of options, warrants or other rights to purchase shares of Shares (including, in each case, by way of “net” or “cashless” exercise) that are scheduled to expire or automatically vest during the Lock-Up Period, including any transfer to the Company for the payment of tax withholdings or remittance payments due as a result of the vesting or exercise of such options, warrants or other rights, or in connection with the conversion of convertible securities, in all such cases pursuant to equity awards granted under a stock incentive plan or other equity award plan, or pursuant to the terms of convertible securities, each as described in the registration statement filed in connection with such U.S. Listing, the preliminary prospectus relating to the Shares included in the registration statement filed in connection with such U.S Listing, provided that any securities received upon such vesting, exercise or conversion shall be subject to the terms of this Section 8.2.

8.3 The terms of this Option Plan and the specific Award Agreement shall be binding upon the executors, administrators, legal personal representatives, heirs, successors and permitted assigns and transferees of the Optionholder.

9. Leaver Provisions

9.1 If an Optionholder is a Bad Leaver before an Exit, all of his or her Options will lapse.

9.2 If an Optionholder is a Good Leaver before an Exit:

(a) all Options subject to any Time Vesting Conditions where those Time Vesting Conditions have not been satisfied at the point at which the Optionholder becomes a Good Leaver will lapse;

(b) all Options subject to any Time Vesting Conditions where those Time Vesting Conditions have been satisfied at the point at which the Optionholder becomes a Good Leaver may continue in full force and effect and may Vest on an Exit, subject to the terms of these Option Plan Rules and the specific terms of the Award Agreement; and

(c) all Options subject to any Performance Conditions where those Performance Conditions have not been satisfied at the point at which the Optionholder becomes a Good Leaver will lapse unless the Board decides, in its absolute discretion, to permit the Optionholder to retain a portion of his or her Options (with reference to and pro-rated in respect of the Performance Conditions as at the date on which the Optionholder became a Good Leaver) which will continue in full force and effect and may Vest on an Exit, subject to the terms of these Option Plan Rules and the specific terms of the Award Agreement.

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9.3 Except as set forth in the applicable Award Agreement, if an Optionholder is a Good Leaver or a Bad Leaver after an Exit, the Optionholder may retain his or her Vested Options and, if the Board decides, in its absolute discretion, unvested Options, and will continue to be able to exercise them within the relevant Exercise Period or such other period determined at the Board’s discretion.

10. Automatic Exchange of Options

10.1 The Board may determine at any time before Options Vest, that all unvested Options shall be automatically exchanged under clause 10.2 below.

10.2 Where Options are to be exchanged under this clause, any Option (the Old Right) will be surrendered in consideration of the Grant to the Optionholder of a new Option (the New Right) which, in the opinion of the Board, is equivalent to the Old Right but relates to shares in a different company within the Group. These Option Plan Rules shall be construed in relation to the New Right as if:

(a) the New Right were an Option granted under the Option Plan at the same time as the Old Right;

(b) references to any performance conditions were references to such new performance conditions relating to the business or shares of the company within the Group whose shares are subject to the New Right (or any member of its group) as the Board may consider appropriate in the circumstances;

(c) references to the Company and the Group were references to the company within the Group whose shares are subject to the New Right and its group;

(d) references to Shares were references to shares in the new grantor.

11. Corporate Events

11.1 In the event of:

(a) a general offer by any person for Shares by way of scheme of arrangement is made to all the Shareholders and which is approved by the necessary number of Shareholders at the requisite meeting(s) prior to the commencement or expiry of the Exercise Period of an Option; or

(b) a compromise or arrangement (other than a scheme of arrangement contemplated in sub-clause (a)) between the Company and the Shareholders and/or the creditors of the Company pursuant to the Companies Act is proposed for the purposes of or in connection with a plan for the reconstruction of the Company or its amalgamation with any other company or companies prior to the commencement or expiry of the Exercise Period of an Option,

the Board shall, subject to clause 11.3 and prior to the date of the relevant meeting(s), determine in its absolute discretion whether any Option that has not been exercised shall be capable of exercise. To the extent that any Option is not exercised (whether the Exercise Period had commenced previously or not), it shall lapse automatically on: in the case of (a), the record date for determining entitlements under the scheme of arrangement; and in the case of (b), on the date of the meeting of Shareholders or creditors.

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11.2 In the event a notice is given by the Company to the Shareholders to convene a general meeting for the purposes of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company prior to the commencement or expiry of the Exercise Period of an Option, the Company shall give notice thereof to all the Optionholders on the same day as it despatches to the Shareholders the notice convening the meeting. Notwithstanding any other terms on which the Option was granted, the Option shall become exercisable in accordance with clause 11.3 by the Optionholders by giving notice in writing to the Company at any time not later than two business days immediately prior to the date of the proposed general meeting accompanied by a remittance for the full amount of the aggregate Share Subscription Price for the Shares in respect of which the notice is given. The Company shall as soon as possible and in any event no later than one business day immediately prior to the date of the proposed general meeting, allot and issue or transfer the relevant number of Shares to the Optionholder which falls to be transferred on such exercise of the Option or procure that a Cash Payment (or a combination of Shares and a Cash Payment) be made to the Optionholder.

11.3 The number of Shares in respect of which any Option is exercised pursuant to clause 11.1 or 11.2 (if any) and the period during which any such exercise may occur shall be determined by the Board in its absolute discretion by reference to factors which may include: (a) the extent to which any Performance Conditions, Time Vesting Conditions or other conditions to vesting have been satisfied as at the relevant event; and (b) the proportion of the period from the Grant Date to the commencement of the normal Exercise Period that has elapsed as at the relevant event. The balance of any Option that is determined by the Board not to be exercisable shall lapse.

12. Reorganisation of Capital Structure

12.1 In the event of an alteration in the capital structure of the Company by way of a capitalisation of profits or reserves, bonus issue, rights issue, open offer, subdivision or consolidation of shares or reduction of the share capital of the Company in accordance with any applicable laws, rules or regulations (other than any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company or any of its subsidiaries is a party or in connection with any share option, restricted share or other equity-based incentive plans of the Company) whilst any Option has not been exercised and/or satisfied, the Board may adjust the nominal value or number of Shares subject to an Option and/or the Plan Mandate Limit as it, in its absolute discretion, thinks fit.

13. Amendment

13.1 Save as provided in this clause 13, the Board may alter any of the terms of this Option Plan at any time, provided that such alterations comply with the requirements of all applicable laws, rules and regulations.

13.2 Without limiting clause 13.1, if, at any time, the Optionholder is subject to U.S. taxes in respect of any Options, the Board may amend the Option Plan or any Option at any time prospectively or retroactively, without the consent of any relevant Optionholder (or any transferee thereof) in order to comply with the memorandum and articles of association of the Company, applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations (including, without limitation, the U.S. Deferred Compensation Rules).

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13.3 The Board may amend any Performance Condition and/or Time Vesting Condition that applies to an Option if there is an event that causes it to consider it reasonably necessary to amend the Performance Condition and/or Time Vesting Condition.

14. Termination

14.1 The Company by ordinary resolution in a general meeting of the Board may at any time terminate this Option Plan and in such event, no further Options may be granted.

14.2 The Board may in its absolute discretion decide whether Options which remain unvested immediately prior to the termination of this Option Plan should vest and whether Vested Options should be exercised immediately prior to the termination. The number of Shares in respect of which any Option is exercised pursuant to this clause 14.2 (if any) and the period during which any such exercise may occur shall be determined by the Board in its absolute discretion by reference to factors which may include: (a) the extent to which any Performance Conditions, Time Vesting Conditions or other conditions to vesting have been satisfied as at the termination of this Option Plan; and (b) the proportion of the period from the Grant Date to the commencement of the normal Exercise Period that has elapsed as at the termination of this Option Plan. The balance of any Option that is determined by the Board not to be exercisable shall lapse.

15. Personal Data

15.1 By participating in this Option Plan, the Optionholder’s attention is drawn to the Data Privacy Notice provided to them, which sets out how the Optionholder’s personal data will be used and shared by the Company and Amer. The Data Privacy Notice does not form part of these Option Plan Rules and may be updated from time to time. Any such updates shall be notified to the Optionholder.

16. Confidentiality

16.1 These Option Plan Rules are confidential other than as, and to the extent, published by Amer, JVCo or the Investor Consortium or any member of the Investor Consortium in their sole discretion vis-á-vis the Optionholders.

17. Cancellation or “Clawback” of Awards.

17.1 The Options shall be subject to the clawback policy implemented by the Company prior to the U.S. Listing as required to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes to the extent provided therein.

18. Miscellaneous

18.1 The members of the Investor Consortium have authorized the Board to represent them in the administration and implementation of the Option Plan. The Board, thus, has the authority to represent the Investor Consortium, JVCo as well as the Company vis-á-vis the Optionholders in all matters involving and relating to the administration and implementation of and changes to the Option Plan as well as in the interpretation of these Option Plan Rules.

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18.2 Any liability of an Optionholder to tax or social security contributions in respect of an Option shall be for the account of the Optionholder and the allotment and issue and/or transfer of Shares or the making of a Cash Payment pursuant to the exercise of his or her Options shall be conditional on the Optionholder complying with any arrangements specified by the Company for the payment of any tax and social security contributions (including, without limitation, authorising: (a) the Company to sell, on behalf of the Optionholder, a sufficient number of the Shares allotted and issued or transferred to the Optionholder pursuant to the exercise of his or her Options to satisfy any tax and social security contribution liability; or (b) the Company to withhold the amount of any tax and social security contribution liability from any Cash Payment, remuneration or other amounts owing to the Optionholder).

18.3 All allotments and issues and/or transfers of Shares and Cash Payments will be subject to the memorandum and articles of association of the Company, all applicable laws, regulations, rules and requirements for the time being in force in any relevant jurisdiction. An Optionholder shall be responsible for obtaining any governmental, regulatory or other official consent or approval and going through any other governmental, regulatory or other official procedures that may be required by any country or jurisdiction for the grant, Vesting or exercise of his or her Option. An Optionholder shall pay all tax and discharge all other liabilities to which he or she may become subject as a result of his or her participation in this Option Plan or the exercise of any Option. The Company or any member of the Group may coordinate or assist an Optionholder in complying with such applicable requirements and taking any other actions as may be required by any applicable laws, regulations or rules, however, neither the Company nor any member of the Group shall be responsible for any failure by an Optionholder to obtain any such consent or for any tax or other liability to which an Optionholder may become subject as a result of his or her participation in this Option Plan. An Optionholder shall, on demand, indemnify the Company in full against all claims and demands which may be made against the Company or any member of the Group (whether alone or jointly with other party or parties) for or in respect of or in connection with any failure on the part of the Optionholder to obtain any necessary consent referred to above or to pay tax or other liabilities referred to above and against all incidental costs and expenses which may be incurred by the Company or any member of the Group.

18.4 This Option Plan shall not form part of any contract of employment or engagement of services between the Company or any member of the Group and any Participant and the rights and obligations of any Participant under the terms of his or her office, employment or engagement in services shall not be affected by the participation of the Participant in this Option Plan or any right which he or she may have to participate in it and this Option Plan shall afford such Participant no additional rights to compensation or damages in consequence of the termination (howsoever caused) of such office, employment or engagement for any reason (whether lawful or unlawful).

18.5 Any notice or other communication served:

(a) by post: (i) by or on behalf of the Company shall be deemed to have been served two business days after the same was put in the post; and (ii) by the Optionholder shall not be deemed to have been served until the same shall have been received by the Company;

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(b) by any electronic means: (i) by or on behalf of the Company shall be deemed to have been served at the time at which such notice is sent; and (ii) by the Optionholder shall not be deemed to have been served until the same shall have been received by the Company; and

(c) by the Company or by an Optionholder by hand shall be deemed to be served when delivered.

18.6 The Board shall have the power from time to time to make or vary regulations for the administration and operation of this Option Plan, provided that the same are not inconsistent with the other provisions of this Option Plan.

18.7 The Board shall be entitled to establish such arrangements as it deems reasonably necessary with respect to the mechanisms to implement the exercise of Options and the related registration, recording and reporting matters to ensure that the Optionholders and the Company can comply with all applicable securities, foreign exchange and tax regulations of all relevant jurisdictions. Each Optionholder shall authorise the Company to establish all necessary brokerage and other accounts on the Optionholder’s behalf and shall provide to the Company such information as the Board deems necessary in connection with the Company’s and the Optionholder’s compliance with the foregoing obligations.

18.8 If any provision of this Option Plan or its application to any person or in any circumstances is illegal, invalid or unenforceable to any extent, such illegality, invalidity or unenforceability shall not prejudice the effectiveness of the remainder of this Option Plan or the application of such provision to other persons or in other circumstances and each other provision of this Option Plan shall be legal, valid and enforceable to the fullest extent permitted by law.

19. Governing Law and Jurisdiction

19.1 The Option Plan, these Option Plan Rules and all Options granted hereunder shall be governed by and construed in accordance with English law. The court of England shall have exclusive jurisdiction in relation to all disputes (including non-contractual disputes) arising out of or in connect with the Option Plan.

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EX-10.8

Exhibit 10.8

Private and Confidential

AMER SPORTS, INC.

2023 STOCK OPTION PLAN RULES

The Board of Directors of Amer Sports, Inc. (the Company) has resolved on the establishment of a stock option plan and in accordance therewith on the grant of stock options to the key management of Amer Sports Holding Oy, its subsidiaries and affiliated companies, on the terms and subject to the conditions set out below, as amended from time to time and as amended and restated effective as of the U.S. Listing (as defined below).

1. Definitions and Interpretation

1.1 In this Option Plan, unless the context otherwise requires, the following expressions have the meanings set out below:

Amer means Amer Sports Corporation;

Articles mean the articles of association of the Company;

Award Agreement has the meaning ascribed to it in clause 5.1 below;

Bad Leaver means an Optionholder whose employment, service or engagement with the Group terminates for a reason other than a Good Leaver Reason;

Board means the Board of Directors of the Company or a duly authorized committee thereof;

Cash Payment means an amount in cash to be paid to an Optionholder in satisfaction of an Option upon its exercise, the amount of which shall be determined by the Company in accordance with the formula set out below:

Cash Payment = A x (B - C)

where

A = the number of Shares in respect of which the Option has been exercised and which the Board has determined should be settled by a Cash Payment;

B = the Fair Value of a Share on the date of exercise of the Option;

C = the Share Subscription Price,

and the Company’s determination of the amount of the Cash Payment shall, in the absence of fraud or manifest error, be binding on the Company and the relevant Optionholder;

Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.

Companies Act means the Companies Act (as revised) of the Cayman Islands, as amended and restated from time to time;

Company means Amer Sports, Inc.;

Continued Engagement means an Optionholder’s employment, service or engagement with the Company and/or any member of the Group for the period up to and including the Termination Date;

Eligible Participant means any key members of the management of the Group or any other person as determined by the Board in its absolute discretion who, at the Grant Date is an employee, executive director, non-executive director or consultant of the Company or any member of the Group;

Exercise Period means:

(a) in the case of an IPO, a period from the date on which the public trading of the Company’s or Listco’s shares commenced until 31 December 2029;

(b) in the case of a Trade Sale, a period of six months from the date on which the Trade Sale completes;

(c) in the case of the Vesting of Options subject to only Time Vesting Conditions following an Exit, within a period of six months from the relevant Vesting Date; or

(d) any other period as determined by the Board in its sole discretion and communicated to the Optionholder;

Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.

Exit means:

(a) a public offering of the shares of the Company or Listco on a regulated market and the commencement of the public trading of those shares on that regulated market (an IPO); or

(b) a sale of a controlling majority of shares in Amer or any of its holding companies on a fully diluted basis or the sale of the majority of the business assets of the Group through a transaction structure determined by the Investor Consortium, excluding any sale or corporate restructuring whose purpose and effect is to create a new holding company for Amer or the relevant member of the Group, such company having substantially the same shareholders and proportionate shareholdings as Amer or the relevant member of the Group immediately prior to the sale or restructuring (a Trade Sale);

Fair Value means:

(a) with respect to Shares, the closing price of a Share on the applicable date of determination (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred), on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a Share as determined by the Board; and

(b) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Board.

Good Leaver means an Optionholder whose employment, service or engagement with any member of the Group terminates for one of the following Good Leaver Reasons:

(a) subject to applicable laws, retirement at the statutory retirement age in the Optionholder’s relevant jurisdiction, retirement for disability or early retirement in relation to which the Optionholder receives a supplementary or premature old-age pension arranged by Amer, or retirement in accordance with the Company’s or the Group’s policy;

(b) permanent disability (as determined by Board acting reasonably and in accordance with applicable laws);

(c) death; or

(d) in any other circumstances which the Board determines, in its sole discretion, that an Optionholder should be treated as a Good Leaver;

Grant Date means the date on which the Board makes a grant of Options to an Eligible Participant, as set out in the Award Agreement;

Group means the Company and all its direct and indirect subsidiaries;

Investor Consortium means the consortium of investors who are the ultimate shareholders of Amer as at the launch of this Option Plan (consisting of the current shareholders through their respective group structures and their common holding company structure and any of their subsequent assignees and any subsequent new shareholders in the Company’s shareholder structure);

JVCo means Amer Sports Holding (Cayman) Limited being the company through which the Investor Consortium holds its interest in Amer;

Listco means the entity in the Group chosen by the Investor Consortium, in its sole discretion, the shares of which are to be offered to the public and traded on a regulated market in connection with an IPO;

Lock-Up Period means the period beginning from the date of any lock-up agreement on behalf of the underwriters in such U.S. Listing and continuing to and including the date 180 days after the date of the final Prospectus.

Lock-Up Securities means Shares, or any options or warrants to purchase any Shares, or any securities convertible into, exchangeable for or that represent the right to receive Shares.

Long-Stop Date means the date which is the tenth anniversary of the Effective Date;

Misconduct means:

(a) material misconduct;

(b) conduct in which the Optionholder has participated or for which the Optionholder was responsible and which has resulted or could result in material financial loss or reputational harm to the Company or the Group;

(c) failure to meet appropriate standards of fitness and propriety; and

(d) any other misconduct as determined by the Board in its discretion;

Option means an option to subscribe for or acquire Shares which is granted pursuant to this Option Plan;

Optionholder means an Eligible Participant who accepts a grant of Options in accordance with the terms of this Option Plan;

Option Plan means the 2023 Stock Option Plan, effective from January 31, 2023;

Option Plan Rules means the rules of this Option Plan, as amended from time to time;

Performance Conditions mean any conditions to vesting based on performance, including performance of the Company or particular brands, as set out in the specific Award Agreement;

Plan Mandate Limit has the meaning ascribed to it in clause 3.1;

Prospectus means the prospectus relating to the U.S. Listing.

Shareholders mean the holders of the Shares;

Shares mean ordinary shares of the Company, par value EUR [·] per ordinary share;

Share Subscription Price means the price per Share at which an Optionholder may acquire Shares upon the exercise of an Option as set out in the Award Agreement which shall not fall below the par value of the Shares; provided that, effective as of the date of the U.S. Listing the Share Subscription Price of each outstanding Option at such time may be converted from an amount in Euro to an amount in U.S. Dollars, using an exchange rate determined by the Board;

Tax Liability has the meaning ascribed to it in clause 18.2;

Termination Date means the date on which an Optionholder’s employment, service or engagement with the Company and/or any member of the Group terminates;

Time Vesting Conditions mean any conditions to vesting based on the passage of time as set out in the specific Award Agreement;

Transfer means the sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Shares or other securities, in cash or otherwise.

U.S. Deferred Compensation Rules means Sections 409A and 457A of the Code, and the rules, regulations and guidance thereunder.

U.S. Listing means the Company’s IPO resulting in the listing of Shares on the New York Stock Exchange.

Vest means the Optionholder becoming entitled to exercise the Option to subscribe for or acquire the Shares underlying the Options;

Vesting Conditions has the meaning ascribed to it in clause 6.1; and

Vesting Date means the date, to be determined by the Board and notified to the relevant Optionholder in the Award Agreement, on which the Shares underlying the Option shall Vest.

2. Purpose

2.1 To align the interests of Optionholders with those of the Company’s shareholders, the Board established this Option Plan in order to:

(a) create a long-term equity interest for Optionholders and promote long term shareholder value creation;

(b) retain critical leadership talent in Amer; and

(c) offer Eligible Participants a competitive equity-based earning opportunity.

3. Maximum Number of Options

3.1 The Company may under this Option Plan grant Options in respect of an aggregate maximum of 1.2 per cent of all of the Company’s issued and outstanding shares on a fully diluted basis, including both the non-voting (if any) and voting shares (the Plan Mandate Limit).

4. Plan Administration

4.1 This Option Plan shall be subject to the administration of the Board. The Board’s decision as to all matters arising in relation to this Option Plan or its interpretation or effect shall (save as otherwise provided herein) be final and binding on all parties. The Board shall have the right to:

(a) determine all matters, measures and procedures in relation to the implementation of the Option Plan;

(b) interpret and construe these Option Plan Rules;

(c) determine, in its sole discretion, the Eligible Participants (if any) who shall be granted Options under this Option Plan;

(d) determine, in its sole discretion, when Options shall be granted and the terms on which Options are granted;

(e) determine the number of Shares underlying the Options;

(f) determine, in its sole discretion, to redenominate a EUR amount into a different currency in respect of the Share Subscription Price where required;

(g) the distribution and allocation of the Options;

(h) the redistribution and reallocation of lapsed Options;

(i) except as otherwise provided in these Option Plan Rules, make such adjustments to these Option Plan Rules and to the terms of the Options granted pursuant to this Option Plan as the Board deems necessary and shall notify the relevant Optionholder(s) of such an adjustment with written notice;

(j) delegate such rights and powers to third parties (including to external plan administrators of its choice); and

(k) make such other decisions or determinations as it shall deem appropriate in relation to the grant of Options, Vesting, exercise and/ or the administration of this Option Plan, provided that those decisions or determinations are not inconsistent with the provisions of this Option Plan or any applicable laws, regulations or rules.

5. Grant of the Options

5.1 The Board may grant, in its sole discretion, Options to an Eligible Participant by a specific award agreement (the Award Agreement) in such form as the Board may from time to time determine, requiring the Eligible Participant to undertake to hold in accordance with and to be bound by the terms of this Option Plan and any other terms and conditions contained in the Award Agreement.

5.2 The offer of Options to an Eligible Participant pursuant to any Award Agreement shall remain open for acceptance by the Eligible Participant for such time to be determined by the Board, as set out in the Award Agreement.

5.3 The Award Agreement shall specify the terms on which the Option is to be granted, including:

(a) the Grant Date;

(b) the number of Shares underlying the Option;

(c) any performance or other conditions that must be satisfied in order for the Option to Vest;

(d) the Share Subscription Price; and

(e) any other terms which the Board has determined shall apply to the Option.

5.4 The Board may, in its absolute discretion, determine whether all or any of the Shares underlying any Option granted or to be granted under the Option Plan shall be satisfied upon exercise by the allotment and issue or transfer of Shares and/or by a Cash Payment. Any determination may be made on a case-by-case basis or generally at any time prior to the Vesting Date of the Option in question and the Board shall notify the relevant Optionholder of such determination.

5.5 A grant of Options is conditional on the Optionholder signing and returning the Award Agreement to the Company (as directed in the Award Agreement) and any other consents, undertakings, agreements and documents as determined by the Board.

6. Vesting

6.1 Subject to an Optionholder’s Continued Engagement and in accordance with these Option Plan Rules and any specific terms of the applicable Award Agreement, an Option shall Vest (in full or in part) on the later of:

(a) the satisfaction of each applicable Performance Condition and/or Time Vesting Conditions as set out in the specific Award Agreement; and

(b) except as set forth in the applicable Award Agreement, an Exit event (the Vesting Conditions).

6.2 Any unvested Options subject to only Time Vesting Conditions which do not otherwise Vest on an Exit will continue in full force and effect following an Exit to Vest on the normal Vesting Dates as set out in the Award Agreement, unless otherwise determined by the Board.

6.3 Subject to clause 6.2, any Options which do not Vest on an Exit will automatically lapse, unless set forth in the applicable Award Agreement or as otherwise determined by the Board.

7. Exercise

7.1 Subject to and in accordance with these Option Plan Rules and the specific terms of the applicable Award Agreement, an Option may be exercised in whole or in part at any time within the Exercise Period by the Optionholder by giving notice in writing to the Company during the Exercise Period stating that the Option is thereby exercised and specifying the number of Shares in respect of which it is exercised. Each such notice must be accompanied by payment for the full amount of the Share Subscription Price multiplied by the number of Shares in respect of which the Option is exercised, save to the extent that other arrangements have been made to the satisfaction of the Board for the payment of the Share Subscription Price. The aggregate Share Subscription Price shall be paid by cash, cheque or any other means deemed acceptable by the Board. Any exercise of an Option by an Optionholder shall be subject to the applicable laws, regulations, rules and requirements of any relevant country or jurisdiction.

7.2 The exercise of the Options, including the method by which an Optionholder is required to pay the relevant Share Subscription Price per Share, shall be determined by the Board in its sole discretion.

7.3 Any Options not exercised within the Exercise Period will automatically lapse.

7.4 Notwithstanding any other provisions of these Option Plan Rules, an Option that has not Vested and has not been exercised by the Optionholder on or before the Long-Stop Date shall automatically lapse.

7.5 Subject to clauses 9 and 18.2, Options that have been exercised in accordance with the terms of these Option Plan Rules and the specific terms of the applicable Award Agreement, shall be satisfied as soon as practicable on or after the receipt of a valid notice of exercise from the Optionholder and in any event by no later than ten business days after such receipt, at the Board’s absolute discretion by:

(a) the Company allotting and issuing the relevant number of new Shares credited as fully paid or transferring the relevant number of Shares to the Optionholder; or

(b) the Company paying or procuring the payment of a Cash Payment (and the Company may in the Board’s discretion pay or procure the payment of the Cash Payment in Euros or the equivalent in the Optionholder’s local currency (converted on the basis of such exchange rate as the Board may in its discretion determine).

7.6 An Optionholder shall have no rights in respect of any Shares subject to an Option until such Shares have been allotted and issued or transferred to him or her under the terms of these Option Plan Rules.

8. Transferability

8.1 An Option shall be personal to the Optionholder and shall not be assignable or transferable by the Optionholder and the Optionholder shall not, without the prior written consent of the Board, in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to the Option, provided that subject to rest of this clause 8, following the Optionholder’s death, Options may be transferred by will or by applicable laws.

8.2 In connection with the U.S. Listing, each Optionholder agrees that, during the Lock-Up Period, the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any Lock-Up Securities, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a Transfer or (iii) otherwise publicly announce any intention to engage in or cause any Transfer, other than (A)  a transfer upon death of the Optionholder by will, testamentary document or intestate succession, (B) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement or other court or regulatory agency order, (C) to the Company from the Optionholder upon death, disability or termination of service, in each case, of such Optionholder or (D) to the Company in connection with the vesting or exercise of options, warrants or other rights to purchase shares of Shares (including, in each case, by way of “net” or “cashless” exercise) that are scheduled to expire or automatically vest during the Lock-Up Period, including any transfer to the Company for the payment of tax withholdings or remittance payments due as a result of the vesting or exercise of such options, warrants or other rights, or in connection with the conversion of convertible securities, in all such cases pursuant to equity awards granted under a stock incentive plan or other equity award plan, or pursuant to the terms of convertible securities, each as described in the registration statement filed in connection with such U.S. Listing, the preliminary prospectus relating to the Shares included in the registration statement filed in connection with such U.S Listing, provided that any securities received upon such vesting, exercise or conversion shall be subject to the terms of this Section 8.2.

8.3 The terms of this Option Plan and the specific Award Agreement shall be binding upon the executors, administrators, legal personal representatives, heirs, successors and permitted assigns and transferees of the Optionholder.

9. Leaver Provisions

9.1 If an Optionholder is a Bad Leaver before an Exit, all of his or her Options will lapse on the Termination Date.

9.2 If an Optionholder is a Good Leaver before an Exit:

(a) all Options subject to only Time Vesting Conditions where those Time Vesting Conditions have not been satisfied at the point at which the Optionholder becomes a Good Leaver will lapse on the Termination Date;

(b) all Options subject to only Time Vesting Conditions where those Time Vesting Conditions have been satisfied at the point at which the Optionholder becomes a Good Leaver may continue in full force and effect and may Vest on an Exit, subject to the terms of these Option Plan Rules and the specific terms of the Award Agreement; and

(c) all Options subject to any Performance Conditions where those Performance Conditions have not been satisfied at the point at which the Optionholder becomes a Good Leaver will lapse on the Termination Date unless the Board decides, in its absolute discretion, to permit the Optionholder to retain a portion of his or her Options (to the extent that the Performance Conditions are satisfied as at the date on which the Optionholder became a Good Leaver or, if the Board so determines, as at the date of an Exit) which will continue in full force and effect and may Vest on an Exit, subject to the terms of these Option Plan Rules and the specific terms of the Award Agreement.

9.3 Except as set forth in the applicable Award Agreement, if an Optionholder is a Good Leaver or a Bad Leaver after an Exit, the Optionholder may retain his or her Vested Options and, if the Board decides, in its absolute discretion, unvested Options, and will continue to be able to exercise them within the relevant Exercise Period or such other period determined at the Board’s discretion.

10. Automatic Exchange of Options

10.1 The Board may determine at any time that all Vested or un-Vested Options shall be automatically exchanged under clause 10.2 below.

10.2 Where Options are to be exchanged under this clause, any Option (the Old Right) will be surrendered in consideration of the grant to the Optionholder of a new Option (the New Right) which, in the opinion of the Board, is equivalent to the Old Right but relates to shares in a different company. These Option Plan Rules shall be construed in relation to the New Right as if:

(a) the New Right were an Option granted under the Option Plan at the same time as the Old Right;

(b) references to any performance conditions were references to such new performance conditions relating to the business or shares of the company whose shares are subject to the New Right (or any member of its group) as the Board may consider appropriate in the circumstances;

(c) references to the Company and the Group were references to the company whose shares are subject to the New Right and its group; and

(d) references to Shares were references to shares in the new grantor.

11. Corporate Events

11.1 In the event of:

(a) a general offer by any person for Shares which is made to all or a class of Shareholders and which is approved by the necessary number of Shareholders at the requisite meeting(s) prior to the commencement or expiry of the Exercise Period of an Option; or

(b) a compromise or arrangement between the Company and the Shareholders and/or the creditors of the Company pursuant to the Companies Act which is proposed for the purposes of or in connection with a plan for the reconstruction of the Company or its merger, consolidation and/or amalgamation with any other company or companies prior to the commencement or expiry of the Exercise Period of an Option,

the Board shall, subject to clause 11.3 and prior to the date of the relevant meeting(s), determine in its absolute discretion whether any Option that has not been exercised shall be capable of exercise. To the extent that any Option is not exercised (whether the Exercise Period had commenced previously or not), it shall lapse automatically on: in the case of (a), the record date for determining entitlements under the scheme of arrangement; and in the case of (b), on the date of the meeting of Shareholders or creditors.

11.2 In the event a notice is given by the Company to the Shareholders to convene a general meeting for the purposes of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company prior to the commencement or expiry of the Exercise Period of an Option, the Company shall give notice thereof to all the Optionholders on the same day as it despatches to the Shareholders the notice convening the meeting. Notwithstanding any other terms on which the Option was granted, the Option shall become exercisable in accordance with clause 11.3 by the Optionholders by giving notice in writing to the Company at any time not later than two business days immediately prior to the date of the proposed general meeting accompanied by a remittance for the full amount of the aggregate Share Subscription Price for the Shares in respect of which the notice is given. The Company shall as soon as possible and in any event no later than one business day immediately prior to the date of the proposed general meeting, allot and issue or transfer the relevant number of Shares to the Optionholder which falls to be transferred on such exercise of the Option or procure that a Cash Payment (or a combination of Shares and a Cash Payment) be made to the Optionholder.

11.3 The number of Shares in respect of which any Option is exercised pursuant to clause 11.1 or 11.2 (if any) and the period during which any such exercise may occur shall be determined by the Board in its absolute discretion by reference to factors which may include: (a) the extent to which any Performance Conditions, Time Vesting Conditions or other conditions to vesting have been satisfied as at the relevant event; and (b) the length of time that has elapsed from the Grant Date to the date of the corporate event within clause 11.1 or clause 11.2 as applicable. The balance of any Option that is determined by the Board not to be exercisable shall lapse.

12. Reorganisation of Capital Structure

12.1 In the event of an alteration in the capital structure of the Company by way of a capitalisation of profits or reserves, bonus issue, rights issue, open offer, subdivision or consolidation of shares or reduction of the share capital of the Company in accordance with any applicable laws, rules or regulations (other than any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company or any of its subsidiaries is a party or in connection with any share option, restricted share or other equity-based incentive plans of the Company) whilst any Option has not been exercised and/or satisfied, the Board may adjust the nominal value or number of Shares subject to an Option and/or the Plan Mandate Limit as it, in its absolute discretion, thinks fit.

13. Malus and Clawback Arrangements

13.1 The Options shall be subject to the clawback policy implemented by the Company prior to the U.S. Listing as required to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes to the extent provided therein.

13.2 Notwithstanding any other rule of this Option Plan, if one or more of the circumstances set out in clause 13.3 occur, the Board may: ‎(a) at any time, (where the circumstances fall within clause 13.3 below); or ‎(b) prior to the third anniversary of the Grant Date in all other circumstances, determine (acting fairly and reasonably having taken into account the scale of loss or damage to the Company or the extent of the risk taken by the Company) to take one or more of the following actions in relation to any one or more Optionholders:

(a) reduce (including to nil) the number of Shares in respect of which any future Option is granted to an Optionholder;

(b) reduce (including to nil) the number of Shares under an unvested Option or under a Vested but unexercised Option held by an Optionholder, by such amount and/or such number as the Board considers appropriate in the circumstances; or

(c) in relation to a Vested Option or exercised Option require an Optionholder to pay or transfer to the Company or such other person as the Company may direct within 30 days of a written demand from the Company such number of Shares (by way of a surrender, purchase or repurchase as directed by the Company) or such monetary amount with a value to be determined in the Board’s absolute discretion provided such value on the date of demand is no greater than the value of the Vested Shares under the Option at the Vesting Date, less any amount paid by or in respect of the Optionholder in respect of a Tax Liability incurred as a result of the Vesting of the relevant Option (except to the extent the Optionholder is able to recover amounts paid in respect of such Tax Liability).

13.3 The circumstances in which the Board may consider that it is appropriate to exercise its discretion under clause 13.2 are the following:

(a) a material financial misstatement of the Company’s audited financial accounts (other than as a result of a change in accounting practice);

(b) conduct by an Optionholder which results in or is reasonably likely to result in significant reputational damage to the Company or the Group;

(c) the gross negligence or gross Misconduct of an Optionholder; or

(d) fraud effected by or with the knowledge of an Optionholder.

If the Board exercises its discretion under this clause 13, it shall confirm this in writing to each affected Optionholder.

13.4 For the purposes of these Option Plan Rules, if the Board exercises its discretion under clause 13.2(b)‎ before an Option Vests:

(a) the Option shall be deemed to have been granted over the reduced number of Shares; and

(b) any subsequent Vesting of the Option shall be determined by reference to this reduced number of Shares,

save that if the number of Shares is reduced to nil, the Option shall be treated as if it had never been granted and such Optionholder (including an Optionholder who has left employment before the Vesting Date) shall have no rights to any cash amount or Shares.

13.5 By accepting an Option, an Optionholder will be bound by this clause 13 notwithstanding: (i) that it may only be applicable after the issue or transfer of Shares under these Option Plan Rules; and (ii) whether or not all or any of the terms of this clause 13 have been separately notified to each Optionholder.

14. Amendment

14.1 Save as provided in this clause 14, the Board may alter any of the terms of this Option Plan at any time, provided that such alterations comply with the requirements of all applicable laws, rules and regulations.

14.2 Without limiting clause 14.1, if, at any time, the Optionholder is subject to U.S. taxes in respect of any Options, the Board may amend the Option Plan or any Option at any time prospectively or retroactively, without the consent of any relevant Optionholder (or any transferee thereof) in order to comply with the memorandum and articles of association of the Company, applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulation (including, without limitation, the U.S. Deferred Compensation Rules).

14.3 The Board may amend any Performance Condition and/or Time Vesting Condition that applies to an Option if there is an event that causes it to consider it reasonably necessary to amend the Performance Condition and/or Time Vesting Condition.

15. Termination

15.1 The Board may at any time terminate this Option Plan and in such event, no further Options may be granted.

15.2 The Board may in its absolute discretion decide whether Options which remain unvested immediately prior to the termination of this Option Plan should vest and whether Vested Options should be exercised immediately prior to the termination. The number of Shares in respect of which any Option is exercised pursuant to this clause 15.2 (if any) and the period during which any such exercise may occur shall be determined by the Board in its absolute discretion by reference to factors which may include: (a) the extent to which any Performance Conditions, Time Vesting Conditions or other conditions to vesting have been satisfied as at the termination of this Option Plan; and (b) the length of time that has elapsed from the Grant Date to the commencement of the normal Exercise Period. The balance of any Option that is determined by the Board not to be exercisable shall lapse.

16. Personal Data

16.1 By participating in this Option Plan, the Optionholder’s attention is drawn to the data privacy notice provided to them, which sets out how the Optionholder’s personal data will be used and shared by Amer, the Company and members of the Group. The data privacy notice does not form part of these Option Plan Rules and may be updated from time to time. Any such updates shall be notified to the Optionholder.

17. Confidentiality

17.1 These Option Plan Rules are confidential other than as, and to the extent, published by Amer, JVCo or the Investor Consortium or any member of the Investor Consortium in their sole discretion vis-á-vis the Optionholders.

18. Miscellaneous

18.1 The members of the Investor Consortium have authorised the Board to represent them in the administration and implementation of the Option Plan. The Board, thus, has the authority to represent the Investor Consortium, JVCo as well as the Company vis-á-vis the Optionholders in all matters involving and relating to the administration and implementation of and changes to the Option Plan as well as in the interpretation of these Option Plan Rules.

18.2 Any liability of an Optionholder to tax or social security contributions in respect of an Option (Tax Liability) shall be for the account of the Optionholder and the allotment and issue and/or transfer of Shares or the making of a Cash Payment pursuant to the exercise of his or her Options shall be conditional on the Optionholder complying with any arrangements specified by the Company for the payment of any tax and social security contributions (including, without limitation, authorising: (a) the Company to sell, on behalf of the Optionholder, a sufficient number of the Shares allotted and issued or transferred to the Optionholder pursuant to the exercise of his or her Options to satisfy any tax and social security contribution liability; or (b) the Company to withhold the amount of any tax and social security contribution liability from any Cash Payment, remuneration or other amounts owing to the Optionholder).

18.3 All allotments and issues and/or transfers of Shares and Cash Payments will be subject to the memorandum and articles of association of the Company, all applicable laws, regulations, rules and requirements for the time being in force in any relevant jurisdiction. An Optionholder shall be responsible for obtaining any governmental, regulatory or other official consent or approval and going through any other governmental, regulatory or other official procedures that may be required by any country or jurisdiction for the grant, Vesting or exercise of his or her Option. An Optionholder shall pay all tax and discharge all other liabilities to which he or she may become subject as a result of his or her participation in this Option Plan or the exercise of any Option. The Company or any member of the Group may coordinate or assist an Optionholder in complying with such applicable requirements and taking any other actions as may be required by any applicable laws, regulations or rules, however, neither the Company nor any member of the Group shall be responsible for any failure by an Optionholder to obtain any such consent or for any tax or other liability to which an Optionholder may become subject as a result of his or her participation in this Option Plan. An Optionholder shall, on demand, indemnify the Company in full against all claims and demands which may be made against the Company or any member of the Group (whether alone or jointly with another party or parties) for or in respect of or in connection with any failure on the part of the Optionholder to obtain any necessary consent referred to above or to pay tax or other liabilities referred to above and against all incidental costs and expenses which may be incurred by the Company or any member of the Group.

18.4 This Option Plan shall not form part of any contract of employment or engagement of services between the Company or any member of the Group and any Optionholder and the rights and obligations of any Optionholder under the terms of his or her office, employment or engagement in services shall not be affected by the participation of the Optionholder in this Option Plan or any right which he or she may have to participate in it and this Option Plan shall afford such Optionholder no additional rights to compensation or damages in consequence of the termination (howsoever caused) of such office, employment or engagement for any reason (whether lawful or unlawful).

18.5 Any notice or other communication served:

(a) by post: (i) by or on behalf of the Company shall be deemed to have been served two business days after the same was put in the post; and (ii) by the Optionholder shall not be deemed to have been served until the same shall have been received by the Company;

(b) by any electronic means: (i) by or on behalf of the Company shall be deemed to have been served at the time at which such notice is sent; and (ii) by the Optionholder shall not be deemed to have been served until the same shall have been received by the Company; and

(c) by the Company or by an Optionholder by hand shall be deemed to be served when delivered.

18.6 The Board shall have the power from time to time to make or vary regulations for the administration and operation of this Option Plan, provided that the same are not inconsistent with the other provisions of this Option Plan.

18.7 The Board shall be entitled to establish such arrangements as it deems reasonably necessary with respect to the mechanisms to implement the exercise of Options and the related registration, recording and reporting matters to ensure that the Optionholders and the Company can comply with all applicable securities, foreign exchange and tax regulations of all relevant jurisdictions. Each Optionholder shall authorise the Company to establish all necessary brokerage and other accounts on the Optionholder’s behalf and shall provide to the Company such information as the Board deems necessary in connection with the Company’s and the Optionholder’s compliance with the foregoing obligations.

18.8 If any provision of this Option Plan or its application to any person or in any circumstances is illegal, invalid or unenforceable to any extent, such illegality, invalidity or unenforceability shall not prejudice the effectiveness of the remainder of this Option Plan or the application of such provision to other persons or in other circumstances and each other provision of this Option Plan shall be legal, valid and enforceable to the fullest extent permitted by law.

19. Governing Law and Jurisdiction

The Option Plan, these Option Plan Rules and all Options granted hereunder shall be governed by and construed in accordance with English law. The court of England and Wales shall have exclusive jurisdiction in relation to all disputes (including non-contractual disputes) arising out of or in connection with the Option Plan.

EX-10.9

Exhibit 10.9 

Amer Sports, Inc.
2024 OMNIBUS INCENTIVE PLAN

Section 1.      Purpose. The purpose of the Amer Sports, Inc. 2024 Omnibus Incentive Plan (as amended from time to time, the “Plan”) is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of Amer Sports, Inc. (the “Company”), thereby furthering the best interests of the Company and its shareholders.

Section 2.      Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

(a)            “Affiliate” means any entity that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Company.

(b)            “Award” means any Option, SAR, Restricted Share, RSU, Performance Award, Other Cash-Based Award or Other Share-Based Award granted under the Plan.

(c)            “Award Agreement” means any agreement, contract or other instrument or document (including in electronic form) evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.

(d)            “Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.

(e)            “Beneficiary” means a Person entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of a Participant’s death. If no such Person can be named or is named by a Participant, or if no Beneficiary designated by a Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at a Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate.

(f)            “Board” means the Board of Directors of the Company.

(g)            “Cause” is as defined in the Participant’s Service Agreement, if any, or in the applicable Award Agreement, or if not so defined, means the occurrence of any of the following: (i) the Participant’s willful refusal to perform his duties (other than as a result of physical or mental illness or injury); (ii) any material breach by the Participant of his or her Employment Agreement (if any) or any other material agreements entered into by the Participant and the Company, or of any applicable material written policy of the Company that has been made available to the Participant; (iii) the Participant’s willful misconduct or gross negligence in the performance of his or her duties to the Company; (iv) the commission (including any plea of guilty or nolo contendere to, or imposition of unadjudicated probation) by the Participant of an act of fraud, embezzlement, misappropriation, or of any felony or misdemeanor of moral turpitude; (v) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company; (vi) the Participant’s theft, material dishonesty, or falsification of any documents or records related to the Company; or (vii) any material breach by the Participant of any restrictive covenants to which he is subject; (viii) provided that prongs (i), (ii), (v), or (vii) shall not constitute “Cause” unless (x) the Participant has received written notice from the Company, which notice specifically identifies the event or circumstance that the Company believes constitutes Cause, (y) the Participant has had thirty (30) days, following receipt of such notice, to cure such events and circumstances if and to the extent capable of cure, and (z) the Company has actually terminated the Participant for Cause, on the basis state in such notice; provided, further, that Cause shall include any of the foregoing occurrences, even if they occurred during the Participant’s employment with the Company (or any of its predecessors) prior to the Effective Date; and provided further, that the parties understand that certain violations of Company’s policies may not be capable of cure once the violation occurs.

(h)            “Change in Control” means the occurrence of any one or more of the following events:

(i)            any Person, other than (A) any employee plan established by the Company or any Subsidiary, (B) the Company or any of its Affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an entity owned, directly or indirectly, by shareholders of the Company in substantially the same proportions as their ownership of the Company, is (or becomes, during any 12-month period) the Beneficial Owner, directly or indirectly, of securities of the Company representing, in the case of ANTA Sports Products Limited or any controlled Affiliate thereof (collectively, “ANTA”), 90% or more, and in the case of any other Person, 50% or more, of the total voting power of the Shares; provided that the provisions of this subsection ‎(i) are not intended to apply to or include as a Change in Control any transaction that is specifically excepted from the definition of Change in Control under subsection ‎(iii) below;

(ii)            a change in the composition of the Board such that, during any 12-month period, the individuals who, as of the beginning of such period, constitute the Board (the “Existing Board”) cease for any reason to constitute at least 50% of the Board; provided, however, that any individual becoming a member of the Board subsequent to the beginning of such period whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Directors immediately prior to the date of such appointment or election shall be considered as though such individual were a member of the Existing Board; provided further, that, notwithstanding the foregoing, no individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 or Regulation 14A promulgated under the Exchange Act or successor statutes or rules containing analogous concepts) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, shall in any event be considered to be a member of the Existing Board;

(iii)            the consummation of a merger, amalgamation or consolidation of the Company with any other corporation or other entity, or the issuance of voting securities in connection with such a transaction pursuant to applicable stock exchange requirements (any such transaction, a “Corporate Transaction”); provided that immediately following such Corporate Transaction the voting securities of the Company issued and outstanding immediately prior thereto do not continue to represent (either by remaining issued and outstanding or by being converted into voting securities of the surviving entity of such Corporate Transaction or parent entity thereof) 50% or more of the total voting power of the Company’s shares (or, if the Company is not the surviving entity of such Corporate Transaction, 50% or more of the total voting power of the shares of such surviving entity or parent entity thereof); and provided, further, that such a Corporate Transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing, in the case of ANTA, 90% or more, and in the case of any other Person, 50% or more, in each case, of either the then- issued and outstanding Shares or the combined voting power of the Company’s then- issued and outstanding voting securities shall not be considered a Change in Control; or

(iv)            the sale or disposition by the Company of all or substantially all of the Company’s assets in which any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

Notwithstanding the foregoing, (A) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of the Company immediately prior to such transaction or series of transactions and (B) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of the Company by any Person that is considered to effectively control the Company, except that a Change in Control shall be deemed to have occurred (x)  pursuant to subsection (i) of this definition in the event that ANTA becomes the Beneficial Owner of 90% or more of the total voting power of the Shares or (y) pursuant to subsection (iii) of this definition in the event that, as a result of a Corporate Transaction, ANTA becomes the Beneficial Owner of 90% or more of (I) the Shares or (II) the total voting power of the shares of any surviving entity of such Corporate Transaction or parent entity thereof. In no event will a Change in Control be deemed to have occurred if any Participant is part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act that effects a Change in Control. Notwithstanding the foregoing or any provision of any Award Agreement to the contrary, for any Award that provides for accelerated distribution on a Change in Control of amounts that constitute “deferred compensation” (to the extent necessary to avoid imposition of taxes or penalties, pursuant to Section  409A of the Code (“Section 409A”)), if the event that constitutes such Change in Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A), such amount shall not be distributed on such Change in Control but instead shall vest as of such Change in Control and shall be distributed on the scheduled payment date specified in the applicable Award Agreement, except to the extent that earlier distribution would not result in the Participant who holds such Award incurring interest or additional tax under Section 409A.

(i)            “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.

(j)            “Committee” means the compensation committee of the Board unless another committee is designated by the Board. If there is no compensation committee of the Board and the Board does not designate another committee, references herein to the “Committee” shall refer to the Board.

(k)            “Consultant” means any individual, including an advisor, who is providing services to the Company or any Subsidiary or who has accepted an offer of service or consultancy from the Company or any Subsidiary.

(l)            “Director” means any member of the Board.

(m)            “Effective Date” means the date on which the registration statement covering the initial public offering of the Shares is declared effective by the Securities and Exchange Commission.

(n)            “Employee” means any individual, including any officer, employed by the Company or any Subsidiary or any prospective employee or officer who has accepted an offer of employment from the Company or any Subsidiary, with the status of employment determined based upon such factors as are deemed appropriate by the Committee in its discretion, subject to any requirements of the Code or applicable laws.

(o)            “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.

(p)            “Fair Market Value” means (i) with respect to Shares, the closing price of a Share on the applicable date of determination (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred), on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a Share as determined by the Committee, and (ii) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

(q)            “Incentive Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to ‎Section 6, that meets the requirements of Section 422 of the Code.

(r)            “Intrinsic Value” with respect to an Option or SAR Award means (i) the excess, if any, of the price or implied price per Share in a Change in Control or other event over (ii) the exercise or hurdle price of such Award multiplied by (iii) the number of Shares covered by such Award.

(s)            “Non-Qualified Share Option” means an option representing the right to purchase Shares from the Company, granted pursuant to ‎Section 6, that is not an Incentive Share Option.

(t)            “Option” means an Incentive Stock Option or a Non-Qualified Share Option.

(u)            “Other Cash-Based Award” means an Award granted pursuant to ‎Section 11, including cash awarded as a bonus or upon the attainment of specified performance criteria or otherwise as permitted under the Plan.

(v)            “Other Share-Based Award” means an Award granted pursuant to ‎Section 11 that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, dividend rights or dividend equivalent rights or Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee.

(w)            “Participant” means the recipient of an Award granted under the Plan.

(x)            “Performance Award” means an Award granted pursuant to ‎Section 10.

(y)            “Performance Period” means the period established by the Committee with respect to any Performance Award during which the performance goals specified by the Committee with respect to such Award are to be measured.

(z)            “Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

(aa)      “Pre-IPO Award” means an award granted prior to the Effective Date under the Pre-IPO Plan.

(bb)      “Pre-IPO Plan” means the Amer Sports Management Holding (Cayman) Limited 2019 Stock Option Plan Rule and the Amer Sports Management Holding (Cayman) Limited 2023 Stock Option Plan Rules.

(cc)      “Restricted Share” means any Share subject to certain restrictions and forfeiture conditions, granted pursuant to ‎Section 8.

(dd)      “RSU” means a contractual right granted pursuant to ‎Section 9 that is denominated in Shares (also known as a restricted share unit). Each RSU represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof. Awards of RSUs may include the right to receive dividend equivalents.

(ee)      “SAR” means a right granted pursuant to ‎Section 7 to receive upon exercise by the Participant or settlement, in cash, Shares or a combination thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii) the exercise or hurdle price of the right on the date of grant.

(ff)      “Service Agreement” means any employment, severance, consulting or similar agreement between the Company or any of its Affiliates and a Participant.

(gg)      “Share” means an ordinary share of the Company, par value EUR [·] per ordinary share.

(hh)      “Subsidiary” means an entity of which the Company directly or indirectly holds all or a majority of the value of the issued and outstanding equity interests of such entity or a majority of the voting power with respect to the voting securities of such entity. Whether employment by or service with a Subsidiary is included within the scope of the Plan shall be determined by the Committee.

(ii)            “Substitute Award” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or other business acquired by the Company or with which the Company merges, consolidates or amalgamates.

(jj)      “Termination of Service” means, in the case of a Participant who is an Employee, cessation of the employment relationship such that the Participant is no longer an employee of the Company or any Subsidiary, or, in the case of a Participant who is a Consultant or other service provider, the date the performance of services for the Company or any Subsidiary has ended; provided, however, that in the case of a Participant who is an Employee, the transfer of employment from the Company to a Subsidiary, from a Subsidiary to the Company, from one Subsidiary to another Subsidiary or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance of services for the Company or a Subsidiary as a Director or Consultant shall not be deemed a cessation of service that would constitute a Termination of Service; provided, further, that a Termination of Service shall be deemed to occur for a Participant employed by, or performing services for, a Subsidiary when such Subsidiary ceases to be a Subsidiary unless such Participant’s employment or service continues with the Company or another Subsidiary. Notwithstanding the foregoing, with respect to any Award subject to Section 409A (and not exempt therefrom), a Termination of Service occurs when a Participant experiences a “separation of service” (as such term is defined under Section 409A).

Section 3.      Eligibility.

(a)            Any Employee, non-employee Director or Consultant shall be eligible to be selected to receive an Award under the Plan, to the extent that an offer or receipt of an Award is permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

(b)            Holders of equity compensation awards granted by a company that is acquired by the Company (or whose business is acquired by the Company) or with which the Company combines are eligible for grants of Substitute Awards under the Plan to the extent permitted under applicable regulations of any stock exchange on which the Company is listed.

Section 4.      Administration.

(a)            Administration of the Plan. The Plan shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its shareholders, Participants and any Beneficiaries thereof. The Committee may issue rules and regulations for administration of the Plan.

(b)            Delegation of Authority. The Committee may delegate to one or more officers of the Company some or all of its authority under the Plan, including the authority to grant Options and SARs or other Awards in the form of Share rights (except that such delegation shall not apply to any Award for a Person then covered by Section 16 of the Exchange Act), and the Committee may delegate to one or more committees of the Board (which may consist of solely one Director) some or all of its authority under the Plan, including the authority to grant all types of Awards, in accordance with the memorandum and articles of association of the Company and applicable law.

(c)            Authority of Committee. Subject to the terms of the Plan, the memorandum and articles of association of the Company and applicable law, the Committee (or its delegate) shall have full discretion and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award and prescribe the form of each Award Agreement, which need not be identical for each Participant; (v) determine whether, to what extent, under what circumstances and by which methods Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise), or any combination thereof, or canceled, forfeited, repurchased or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) amend terms or conditions of any outstanding Awards; (viii) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with the memorandum and articles of association of the Company and applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan and due compliance with the memorandum and articles of association of the Company and applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.

Section 5.      Shares Available for Awards.

(a)            Subject to adjustment as provided in ‎Section 5(c) and except for Substitute Awards, the maximum number of Shares available for issuance under the Plan shall not exceed in the aggregate the sum of [●] Shares and (ii) the total number of Shares available for future awards under the Pre-IPO Plans as of the Effective Date].¹ Shares underlying Substitute Awards and Shares remaining available for grant under a plan of an acquired company or of a company with which the Company combines (whether by way of amalgamation, merger, sale and purchase of shares or other securities or otherwise), appropriately adjusted to reflect the acquisition or combination transaction, shall not reduce the number of Shares remaining available for grant hereunder.

(b)            If any Award or Pre-IPO Award is forfeited, cancelled, expires, terminates or otherwise lapses or is settled in cash, in whole or in part, without the issuance of Shares, then the Shares subject to such forfeited, expired, terminated or lapsed Award or Pre-IPO Award shall again be available for grant under the Plan. The following shall become available for issuance under the Plan: (i) any Shares withheld in respect of taxes relating to any Award and (ii) any Shares tendered or withheld to pay the exercise price of Options.

(c)            In the event that the Committee determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, share subdivision, share consolidation, reorganization, merger, amalgamation, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to acquire Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, subject to ‎Section 19, the memorandum and articles of association of the Company and applicable law, adjust equitably so as to ensure no undue enrichment or harm (including by payment of cash), any or all of:

¹ Note to Draft: Number to reflect 8% of outstanding Shares as of the IPO. 

(i)            the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate limits specified in ‎Section 5(a) and ‎Section 5(f);

(ii)            the number and type of Shares (or other securities) subject to outstanding Awards;

(iii)            the grant, acquisition, exercise or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; and

(iv)            the terms and conditions of any outstanding Awards, including the performance criteria of any Performance Awards; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(d)            Any Shares issued and delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or treasury Shares held by the Company.

(e)            Subject to adjustment as provided in ‎Section 5(c)(i), the maximum number of Shares available for issuance with respect to Incentive Stock Options shall be [●].² The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424(a) of the Code). Notwithstanding any designation as an Incentive Stock Option, to the extent that the aggregate Fair Market Value of Shares subject to a Participant’s incentive stock options that become exercisable for the first time during any calendar year exceeds $100,000, such excess Options shall be treated as Non-Qualified Stock Options. For purposes of the foregoing, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the date of the grant of such Option. No Incentive Stock Options may be issued more than ten years following the earlier of (i) the date of adoption or (ii) the most recent date of approval of the Plan by the shareholders of the Company.

² Note to Draft: Note to Draft: Number to reflect 8% of outstanding Shares as of the IPO.

Section 6.      Options. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a)            The exercise price per Share under an Option shall be determined by the Committee at the time of grant; provided, however, that, the per Share exercise price of any Share shall not be less than the par value of that Share and except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.

(b)            The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option. The Committee shall determine the time or times at which an Option becomes vested and exercisable in whole or in part.

(c)            The Committee shall determine the methods by which, and the forms in which payment of the exercise price with respect thereto may be made or deemed to have been made, including cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise) or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price.

(d)            To the extent an Option is not previously exercised as to all of the Shares subject thereto, and, if the Fair Market Value of one Share is greater than the exercise price then in effect, then the Option shall be deemed automatically exercised immediately before its expiration.

(e)            No grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options (except as provided under ‎Section 5(c)).

(f)            The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424 of the Code).

Section 7.      Share Appreciation Rights. The Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a)            SARs may be granted under the Plan to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under ‎Section 6.

(b)            The exercise or hurdle price per Share under a SAR shall be determined by the Committee; provided, however, that, the per Share exercise price of any Share shall not be less than the par value of that Share and except in the case of Substitute Awards, such exercise or hurdle price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR.

(c)            The term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR. The Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part.

(d)            Upon the exercise of a SAR, the Company shall issue to the Participant an amount equal to the number of Shares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one Share on the exercise date over the exercise or hurdle price of such SAR. The Company shall pay such excess in cash, in Shares valued at Fair Market Value, or any combination thereof, as determined by the Committee.

(e)            To the extent a SAR is not previously exercised as to all of the Shares subject thereto, and, if the Fair Market Value of one Share is greater than the exercise price then in effect, then the SAR shall be deemed automatically exercised immediately before its expiration.

(f)            No grant of SARs may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such SARs (except as provided under ‎Section 5(c)).

Section 8.      Restricted Shares. The Committee is authorized to grant Awards of Restricted Shares to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a)            The Award Agreement shall specify the vesting schedule.

(b)            Awards of Restricted Shares shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.

(c)            Subject to the restrictions set forth in the applicable Award Agreement, a Participant generally shall have the rights and privileges of a shareholder with respect to Awards of Restricted Shares, including the right to vote such Restricted Shares and the right to receive dividends, as long as the Participant is a holder of such Restricted Share.

(d)            The Committee may, in its discretion, specify in the applicable Award Agreement that any or all dividends or other distributions paid on Awards of Restricted Shares prior to vesting be paid either in cash or in additional Shares and either on a current or deferred basis and that such dividends or other distributions may be reinvested in additional Shares, which may be subject to the same restrictions as the underlying Awards.

(e)            An Award of Restricted Shares shall be issued when the entries are made on the register of members of the Company.

(f)            The Committee may provide in an Award Agreement that an Award of Restricted Share is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Restricted Share, such Participant shall be required to file promptly a copy of such election with the Company and the applicable Internal Revenue Service office.

Section 9.      RSUs. The Committee is authorized to grant Awards of RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a)            The Award Agreement shall specify the vesting schedule and the delivery schedule (which may include deferred delivery later than the vesting date).

(b)            Awards of RSUs shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.

(c)            An RSU shall not convey to a Participant the rights and privileges of a shareholder with respect to the Share subject to such RSU, such as the right to vote or the right to receive dividends, unless and until and to the extent a Share is issued to such Participant to settle such RSU.

(d)            The Committee may, in its discretion, specify in the applicable Award Agreement that any or all dividend equivalents or other distributions paid on Awards of RSUs prior to vesting or settlement, as applicable, be paid either in cash or in additional Shares and either on a current or deferred basis and that such dividend equivalents or other distributions may be reinvested in additional Shares, which may be subject to the same restrictions as such Awards.

(e)            Shares issued or delivered upon the vesting and settlement of an RSU Award shall be evidenced by the appropriate entry on the register of members of the Company and in such other manner as the Committee may deem appropriate.

(f)            The Committee may determine the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which payment of the amount owing upon settlement of any RSU Award may be made.

Section 10.      Performance Awards. The Committee is authorized to grant Performance Awards to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a)            Performance Awards may be denominated as a cash amount, number of Shares or units or a combination thereof and are Awards that may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the grant to a Participant or the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee.

(b)            Performance criteria may be measured on an absolute (e.g., plan or budget) or relative basis, and may be established on a corporate-wide basis, with respect to one or more business units, divisions, Subsidiaries or business segments, or on an individual basis. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable such that it does not provide any undue enrichment or harm. Performance measures may vary from Performance Award to Performance Award and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall have the power to impose such other restrictions on Awards subject to this ‎Section 10(b) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements of the memorandum and articles of association of the Company and any applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

(c)            Settlement of Performance Awards shall be in cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined in the discretion of the Committee.

(d)            A Performance Award shall not convey to a Participant the rights and privileges of a shareholder with respect to the Share subject to such Performance Award, such as the right to vote (except as relates to Restricted Share) or the right to receive dividends, unless and until and to the extent a Share is issued to such Participant to settle such Performance Award. The Committee, in its sole discretion, may provide that a Performance Award shall convey the right to receive dividend equivalents on the Shares subject to such Performance Award with respect to any dividends declared during the period that such Performance Award is outstanding, in which case, such dividend equivalent rights shall accumulate and shall be paid in cash or Shares on the settlement date of the Performance Award, subject to the Participant’s earning of the Shares with respect to which such dividend equivalents are paid upon achievement or satisfaction of performance conditions specified by the Committee. Shares issued or delivered upon the vesting and settlement of a Performance Award shall be evidenced by the appropriate entry on the register of members of the Company and in such other manner as the Committee may deem appropriate. For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent rights shall be provided with respect to any Shares subject to Performance Awards that are not earned or otherwise do not vest or settle pursuant to their terms.

(e)            The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award.

Section 11.      Other Cash-Based Awards and Other Share-Based Awards. The Committee is authorized, subject to limitations under the memorandum and articles of association of the Company and applicable law, to grant Other Cash-Based Awards (either independently or as an element of or supplement to any other Award under the Plan) and Other Share-Based Awards. The Committee shall determine the terms and conditions of such Awards. Shares issued and delivered pursuant to an Award in the nature of a purchase right granted under this ‎Section 11 shall be purchased for such consideration, and paid for at such times, by such methods and in such forms, including cash, Shares, other Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, as the Committee shall determine; provided that the purchase price per Share of any Share shall not be less than the par value of that Share and the purchase price therefor shall not be less than the Fair Market Value of such Shares on the date of grant of such right.

Section 12.      Effect of Termination of Service or a Change in Control on Awards.

(a)            The Committee may provide, by rule or regulation or in any applicable Award Agreement, or may determine in any individual case, the circumstances in which, and the extent to which, an Award may be exercised, settled, vested, paid, repurchased or forfeited in the event of a Participant’s Termination of Service prior to the end of a Performance Period or vesting, exercise or settlement of such Award.

(b)            Subject to the last sentence of ‎Section 2(jj), the Committee may determine, in its discretion, whether, and the extent to which, (i) an Award will vest during a leave of absence, (ii) a reduction in service level (for example, from full-time to part-time employment) will cause a reduction, or other change, to an Award and (iii) a leave of absence or reduction in service will be deemed a Termination of Service.

(c)            In the event of a Change in Control, the Committee may, in its sole discretion, and on such terms and conditions as it deems appropriate, take any one or more of the following actions with respect to any outstanding Award, which need not be uniform with respect to all Participants and/or Awards:

(i)            continuation or assumption of such Award by the Company (if it is the surviving corporation) or by the successor or surviving entity or its parent;

(ii)            substitution or replacement of such Award by the successor or surviving entity or its parent with cash, securities, rights or other property to be paid or issued, as the case may be, by the successor or surviving entity (or a parent or subsidiary thereof), with substantially the same terms and value as such Award (including any applicable performance targets or criteria with respect thereto);

(iii)            acceleration of the vesting of such Award and the lapse of any restrictions thereon and, in the case of an Option or SAR Award, acceleration of the right to exercise such Award during a specified period (and the termination of such Option or SAR Award without payment of any consideration therefor to the extent such Award is not timely exercised), in each case, either (A) immediately prior to or as of the date of the Change in Control, (B) upon a Participant’s involuntary Termination of Service (including upon a termination of the Participant’s employment by the Company (or a successor corporation or its parent) without Cause, by a Participant for “good reason” and/or due to a Participant’s death or “disability”, as such terms may be defined in the applicable Award Agreement and/or a Participant’s Service Agreement, as the case may be) on or within a specified period following the Change in Control or (C) upon the failure of the successor or surviving entity (or its parent) to continue or assume such Award;

(iv)            in the case of a Performance Award, determination of the level of attainment of the applicable performance condition(s); and

(v)            cancellation of such Award in consideration of a payment, with the form, amount and timing of such payment determined by the Committee in its sole discretion, subject to the following: (A) such payment shall be made in cash, securities, rights and/or other property; (B) the amount of such payment shall equal the value of such Award, as determined by the Committee in its sole discretion; provided that, in the case of an Option or SAR Award, if such value equals the Intrinsic Value of such Award, such value shall be deemed to be valid; provided further that, if the Intrinsic Value of an Option or SAR Award is equal to or less than zero, the Committee may, in its sole discretion, provide for the cancellation of such Award without payment of any consideration therefor (for the avoidance of doubt, in the event of a Change in Control, the Committee may, in its sole discretion, terminate any Option or SAR Awards for which the exercise or hurdle price is equal to or exceeds the per Share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor); and (C) such payment shall be made promptly following such Change in Control or on a specified date or dates following such Change in Control; provided that the timing of such payment shall comply with Section 409A.

Section 13.      General Provisions Applicable to Awards.

(a)            Awards shall be granted for such cash or other consideration, if any, as the Committee determines; provided that in no event shall Awards be issued for less than such minimal consideration as may be required by applicable law.

(b)            Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(c)            Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Committee in its discretion at the time of grant, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.

(d)            Except as may be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant other than by will or pursuant to ‎Section 13(e) and (ii) during a Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by such Participant or, if permissible under applicable law, by such Participant’s guardian or legal representative. The provisions of this ‎Section 13(d) shall not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude repurchase or forfeiture of an Award in accordance with the terms thereof.

(e)            A Participant may designate a Beneficiary or change a previous Beneficiary designation only at such times as prescribed by the Committee, in its sole discretion, and only by using forms and following procedures approved or accepted by the Committee for that purpose.

(f)            All certificates, if any, for Shares and/or other securities delivered under the Plan pursuant to any Award or the exercise or settlement thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission, any stock market or exchange upon which such Shares or other securities are then quoted, traded or listed, and any applicable securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(g)            The Company will not be obligated to issue and deliver any Shares under the Plan or remove restrictions from Shares previously issued and delivered under the Plan until (i) all Award conditions have been met or removed to the Committee’s satisfaction, (ii) as determined by the Committee, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including the memorandum and articles of association of the Company, any applicable securities laws, stock market or exchange rules and regulations or accounting or tax rules and regulations and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Committee deems necessary or appropriate to satisfy the memorandum and articles of association of the Company and any applicable laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Committee determines is necessary to the lawful issuance and sale of any Shares, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.

(h)            The Committee may impose restrictions on any Award with respect to non-competition, non-solicitation, confidentiality and other restrictive covenants, or requirements to comply with minimum share ownership requirements, as it deems necessary or appropriate in its sole discretion, which such restrictions may be set forth in any applicable Award Agreement or otherwise.

Section 14.      Amendments and Terminations.

(a)            Amendment or Termination of the Plan. Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by the memorandum and articles of association of the Company, applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded or (ii) subject to ‎Section 5(c) and ‎Section 12, the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except (x) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with the memorandum and articles of association of the Company, applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with ‎Section 18. Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan, or create sub-plans, in such manner as may be necessary or desirable to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.

(b)            Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Award shall terminate immediately prior to the consummation of such action, unless otherwise determined by the Committee. In the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date or soon after it dispatches such notice to each member of the Company give notice thereof to all Participants (together with a notice of the existence of the provisions of this Section 14(b)) and thereupon, each Participant (or his or her legal personal representative(s)) shall be entitled to exercise all or any of his Options at any time not later than two (2) business days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate exercise price for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in any event, no later than the business day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the Participant credited as fully paid.

(c)            Terms of Awards. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any Award theretofore granted (including by substituting another Award of the same or a different type), prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award; provided, however, that, subject to ‎Section 5(c) and ‎Section 12, no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except (x) to the extent any such action is made to cause the Plan or Award to comply with the memorandum and articles of association of the Company, applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, or (y) to impose any “clawback” or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with ‎Section 18. The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including the events described in ‎Section 5(c)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

(d)            No Repricing. Except as provided in ‎Section 5(c), the Committee may not, without shareholder approval, seek to effect any re-pricing of any previously granted “underwater” Option, SAR or similar Award by: (i) amending or modifying the terms of the Option, SAR or similar Award to lower the exercise price; (ii) cancelling the underwater Option, SAR or similar Award and granting either (A) replacement Options, SARs or similar Awards having a lower exercise price or (B)  Restricted Shares, RSUs, Performance Awards or Other Share-Based Awards in exchange; or (iii) cancelling or repurchasing the underwater Options, SARs or similar Awards for cash or other securities. An Option, SAR or similar Award will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Award is less than the exercise price of the Award.

Section 15.      Miscellaneous.

(a)            No Employee, Consultant, non-employee Director, Participant, or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.

(b)            The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Further, the Company or any applicable Affiliate may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or in any other agreement binding on the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable Award Agreement.

(c)            No payment pursuant to the Plan shall be taken into account in determining any benefits under any severance, pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate, except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

(d)            Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, including the grant of options and other share-based awards, and such arrangements may be either generally applicable or applicable only in specific cases.

(e)            The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by such Participant) as may be necessary to satisfy all obligations for the payment of such taxes and, unless otherwise determined by the Committee in its discretion, to the extent such withholding would not result in liability classification of such Award (or any portion thereof) pursuant to FASB ASC Subtopic 718-10.

(f)            If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award Agreement shall remain in full force and effect.

(g)            Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(h)            No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

(i)            Awards may be granted to Participants who are non-United States nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the United States as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local law, tax policy or custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country.

Section 16.      Effective Date of the Plan. The Plan shall be effective as of the Effective Date.

Section 17.      Term of the Plan. No Award shall be granted under the Plan after the earliest to occur of (i) the 10-year anniversary of the Effective Date; (ii) the maximum number of Shares available for issuance under the Plan have been issued; or (iii) the Board terminates the Plan in accordance with ‎Section 14(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.

Section 18.      Cancellation or “Clawback” of Awards.

(a)            The Committee may specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include a Termination of Service with or without Cause (and, in the case of any Cause that is resulting from an indictment or other non-final determination, the Committee may provide for such Award to be held in escrow or abeyance until a final resolution of the matters related to such event occurs, at which time the Award shall either be reduced, cancelled or forfeited (as provided in such Award Agreement) or remain in effect, depending on the outcome), violation of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates.

(b)            The Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted by the memorandum and articles of association of the Company, applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards.

Section 19.      Section 409A and Section 457A. With respect to Awards subject to Section 409A and Section 457A, the Plan is intended to comply with the requirements of Section 409A and Section 457A, and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A and Section 457A, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan to the contrary, if the Board considers a Participant to be a “specified employee” under Section 409A at the time of such Participant’s “separation from service” (as defined in Section 409A), and any amount hereunder is “deferred compensation” subject to Section 409A, any distribution of such amount that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A. If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), a Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), a Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant on account of non-compliance with Section 409A and Section 457A.

Section 20.      Successors and Assigns. The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity, including any successor entity contemplated by ‎Section 12(c).

Section 21.      Data Protection. In connection with the Plan, the Company or its Affiliates, as applicable, may need to process personal data (as such term, “personal information,” “personally identifiable information,” or any other term of comparable intent, is defined under applicable laws or regulations, in each case to the extent applicable) provided by the Participant to, or otherwise obtained by, the Company or its Affiliates, their respective third-party service providers or others acting on the Company’s or its Affiliates’ behalf. Examples of such personal data may include, without limitation, the Participant’s name, account information, social security number, tax number and contact information. The Company or its Affiliates may process such personal data for all purposes relating to the operation and performance of the Plan, including but not limited to:

(a)            administering and maintaining Participant records;

(b)            providing the services described in the Plan;

(c)            providing information to future purchasers or merger partners of the Company or any Affiliate, or the business in which such Participant works; and

(d)            responding to public authorities, court orders and legal investigations and complying with law, as applicable.

Depending on the jurisdiction in which the Participant lives, the legal basis for processing the Participant’s personal data in connection with the Plan may be the Participant’s consent, necessity for the performance of a contract with the Participant, or the legitimate interests of the Company or the applicable Affiliate. Where the jurisdiction applicable to the Participant recognizes consent as a valid legal basis for the processing of the Participant’s personal data as described herein, the Participant hereby explicitly and unambiguously consents to the processing by the Company or any of its Affiliates (or any of their respective third-party service providers or others acting on the Company’s or any of its Affiliates’ behalf) of the Participant’s personal data as described in the Plan for all purposes relating to the operation and performance of the Plan, including, but not limited to, the purposes listed above. With respect to any applicable jurisdiction that requires determination of the legal basis for processing but does not recognize consent as a valid legal basis for the processing described herein, such processing shall be conducted on the basis of necessity for the performance of a contract with the Participant or the legitimate interests of the Company or its applicable Affiliate.

The Participant is not required to supply any of the personal data that the Company or its Affiliates may request. However, failure to do so may result in the Company or its Affiliates being unable to provide the Participant with certain rights and benefits that would otherwise be available to the Participant under the Plan.

The Company or its Affiliates may share the Participant’s personal data with (i) Affiliates, (ii) trustees of any employee benefit trust, (iii) registrars, (iv) brokers, (v) third party administrators of the Plan, (vi) third party service providers acting on the Company’s or its Affiliates’ behalf to provide the services described above, (vii) future purchasers or merger partners (as described above), or (viii) regulators and others, as required by law or in order to provide the services described in the Plan.

If necessary, the Company or its Affiliates may transfer the Participant’s personal data to any of the parties mentioned above in a country or territory that may not provide the same protection for the information as the Participant’s home country. Any transfer of the Participant’s personal data to recipients in a third country will be made subject to appropriate safeguards or applicable derogations provided for, and to the extent required, under applicable law. Further information on those safeguards or derogations can be obtained through, and other questions regarding this Section 21 may be directed to, the contact set forth in the applicable employee privacy notice or other privacy policy that previously has been made available by the Company or its applicable Affiliate to the Participant (as applicable, and as updated from time to time by the Company or its applicable Affiliate upon notice to the Participant, the “Employee Privacy Notice”). The terms set forth in this ‎Section 21 are supplementary to the terms set forth in the Employee Privacy Notice (which, among other things, further describes the Company’s and its Affiliates’ processing activities, and the rights of the Participant, with respect to the Participant’s personal data); provided that, in the event of any conflict between the terms of this ‎Section 21 and the terms of the Employee Privacy Notice, the terms of this ‎Section 21 shall govern and control in relation to the processing of such personal data in connection with the Plan.

The Company and its Affiliates will keep personal data collected or otherwise processed in connection with the Plan for as long as necessary to operate the Plan or as necessary to comply with any legal or regulatory requirements and in accordance with the Company’s and its Affiliates’ backup and archival policies and procedures.

Certain Participants may have a right, as further described in the Employee Privacy Notice, to (i) request access to and rectification or erasure of the personal data provided or otherwise obtained, (ii) request the restriction of the processing of his or her personal data, (iii) object to the processing of his or her personal data, (iv) receive the personal data provided to the Company or its Affiliates and transmit such data to another party, (v) lodge a complaint with a supervisory authority and (vi) not be discriminated against for exercising his or her rights hereunder. The Company and its Affiliates do not sell personal data collected or otherwise processed in connection with the Plan to any third party and do not share such personal data with any third party for purposes of cross-context behavioral advertising. This Section 21, and the practices described herein, applies equally to the Company's and its Affiliates' collection, use, disclosure and other processing of “sensitive” personal data, such as social security numbers and financial account information. The Company and its Affiliates do not use or otherwise process personal data collected or otherwise processed in connection with the Plan, including “sensitive” personal data, for purposes of automated decision-making, including profiling.

Section 22.      Governing Law. The Plan and each Award Agreement shall be governed by the laws of Cayman Islands, without application of the conflicts of law principles thereof.

EX-10.10

Exhibit 10.10

26 March 2019

MASCOT JVCO (CAYMAN) LIMITED
as the Lender

and

MASCOT HOLDCO 1 (HK) LIMITED
as the Borrower

INTERCOMPANY LOAN AGREEMENT

(FACILITY A PROCEEDS LOAN)

THIS AGREEMENT is dated 26 March 2019

PARTIES:

(1) MASCOT JVCO CAYMAN LIMITED, an exempted limited company incorporated in the Cayman Islands with registration number 344453 and having its registered office at Conyers Trust Company (Cayman) Limited, P.O. Box 2681, Cricket Square, Hutchins Drive, George Town, Grand Cayman, Cayman Islands (the Lender or the Company); and

(2) MASCOT HOLDCO 1 (HK) LIMITED, a company incorporated with limited liability under the laws of Hong Kong (the Borrower)

(together the parties and each a party).

WHEREAS:

(1) Pursuant to a combination agreement (the Combination Agreement) dated 7 December 2018 (as amended pursuant to an amendment agreement dated 19 December 2018) between, among others, Mascot Bidco Oy (the Offeror) and Amer Sports Corporation (the Target) the Offeror agreed to launch a voluntary public tender offer for all issued outstanding shares of the Target (other than any shares in the Target held by the Target or its subsidiaries), subject to the terms and conditions of the Combination Agreement and satisfaction of certain conditions (the Transaction).

(2) The Company has entered into the Recourse Facilities Agreement, pursuant to which the Facility A Lenders have agreed to make Facility A available to the Company.

(3) The Company has borrowed EUR 1,300,000,000 under Facility A.

(4) Pursuant to this Agreement, all the proceeds of Facility A will be made available to the Borrower and be applied by the Borrower, together with certain other sources of funds, to (indirectly) finance the Transaction.

(5) The parties intend that all repayments and prepayments of the Liabilities will be applied in repayment or prepayment of amounts outstanding under the Recourse Facilities Agreement.

IT IS AGREED as follows:

1. Interpretation

1.1 The following words and phrases shall have the following meanings where used in this Agreement, except where the context otherwise requires.

Business Day means a day, other than a Saturday or Sunday or public holiday on which banks are generally open in London, Hong Kong, and Helsinki for general commercial business.

Facility A has the meaning given to that term in the Recourse Facilities Agreement.

Facility A Interest Payment Date has the meaning given to that term in Clause ‎3 (Interest).

Facility A Lenders means the institutions that are from time to time lenders in respect of Facility A.

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Interest has the meaning given to that term in Clause ‎3 (Interest).

Interest Payment Date has the meaning given to that term in Clause ‎3 (Interest).

Liabilities means any amounts owed by the Borrower to the Lender under this Agreement.

Principal Amount means the sum of EUR 1,300,000,000.

Recourse Facilities Agreement means the senior facilities agreement dated 6 December 2018 between, among others, the Company and Anllian Sports Products Limited as the borrowers, certain financial institutions as arrangers and joint global coordinators and Citicorp International Limited as agent.

Repayment Date means the earlier of:

(a) the date on which the Combination Agreement terminates without the Tender Offer having been completed; and

(b) the date falling 10 years after the date of this Agreement.

Tender Offer has the meaning given to it in the Combination Agreement.

1.2 In this Agreement, unless the context requires otherwise:

(a) references to a person include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (in any case, whether or not it has separate legal personality)

(b) references to a party means a party to this Agreement and shall be construed so as to include its successors in title, personal representatives, permitted assigns and permitted transferees;

(c) references to a paragraph or Clause are to those of this Agreement;

(d) headings do not affect its interpretation;

(e) the singular shall include the plural and vice versa, and references to one gender include all genders;

(f) references to any document or any other agreement or instrument is a reference to that document, agreement or instrument as amended, novated, supplemented, extended or restated (in any case, however fundamentally);

(g) references to any English law legal term or concept shall, in respect of any jurisdiction other than England and Wales, be construed as references to the term or concept that most nearly corresponds to it in that jurisdiction; and

(h) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as merely illustrative and shall not limit the sense of the words preceding those terms.

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1.3 Except as otherwise expressly provided in this Agreement, any reference to an enactment (which includes any legislation in any jurisdiction) includes references to: (i) that enactment as amended, consolidated or re-enacted by or under any other enactment whenever made; (ii) any enactment that that enactment re-enacts (with or without modification); and (iii) any subordinate legislation (including regulations) whenever made under that enactment, as amended, consolidated or re-enacted as described in ‎(i) or ‎(ii), except to the extent that any of the matters referred to in ‎(i) to ‎(iii) occurs on or after the date of this Agreement and increases or alters the liability of a party under this Agreement.

1.4 If there is any inconsistency between any definition set out in this Clause ‎1 and a definition set out in any other clause, then, for the purposes of construing that clause, the definition set out in that clause shall prevail.

2. Loan

Subject to the terms of this Agreement, the Lender shall lend, and the Borrower shall borrow, the Principal Amount.

3. Interest

3.1 Interest shall accrue on the outstanding amounts under the Liabilities until and including the day of actual repayment at such rate as will be agreed between the Lender and the Borrower from time to time, which rate will be equal to:

(a) the rate of interest payable by the Lender in respect of Facility A borrowed by it under the Recourse Facilities Agreement;

plus

(b) a margin to be determined by the Lender and the Borrower from time to time (if any),

and shall be calculated on the basis of actual number of days elapsed and a year of 360 days (Interest).

3.2 The Borrower shall pay to the Lender the accrued Interest in cash in arrears, on each day (each an Interest Payment Date) that occurs three Business Days prior to the corresponding date on which a payment of interest is due to be paid by the Company in respect of Facility A (each a Facility A Interest Payment Date). The Interest to be paid on an Interest Payment Date shall be calculated up to and including the relevant Facility A Interest Payment Date.

4. Fees

4.1 The Borrower shall pay to the Lender an upfront fee in an amount equal to EUR 20,881,085.86 (the Upfront Fee).

4.2 The Upfront Fee is payable on the date of first utilisation of the Principal Amount and shall be deducted from the proceeds of the first utilisation.

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5. Repayment

The Borrower shall repay the Principal Amount (together with all interest accrued on the Principal Amount) on the Repayment Date, provided that the Principal Amount may be repaid by the Borrower in whole or in part at any time.

6. Payments

6.1 All payments to be made under this Agreement shall be made on the relevant due date in euros and in immediately and freely available same day funds without any deduction or withholding for or on account of tax (unless required by law).

6.2 If the due date for any payment under this Agreement is not a Business Day, such payment shall be made on the next following Business Day.

6.3 All payments due to be made by the Borrower shall be made into such bank account as the Lender may specify in writing from time to time.

7. Assignments and Transfers

No party shall assign, transfer, charge or otherwise deal with all or any of its rights or obligations under this Agreement.

8. Invalidity

Each of the provisions of this Agreement is severable. If and to the extent that any provision of this Agreement:

(a) is held to be, or becomes, invalid or unenforceable under the law of any jurisdiction; but

(b) would be valid, binding and enforceable if some part of the provision were deleted or amended,

then the provision shall apply with the minimum modifications necessary to make it valid, binding and enforceable and neither the validity or enforceability of the remaining provisions of this Agreement, nor the validity or enforceability of that provision under the law of any other jurisdiction shall in any way be affected or impaired as a result of this Clause ‎9.

9. Waiver of Rights

No waiver by the Lender or the Borrower of a failure by the other party to this Agreement to perform any provision of this Agreement operates or is to be construed as a waiver in respect of any other failure whether of a like or different character.

10. Notices

10.1 Any communications to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax or letter.

10.2 The address and fax number of each Party for any communication or document to be made or delivered under or in connection with this Agreement shall be the address and fax number as notified by the Lender and the Borrower to each other from time to time.

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11. Amendments

A variation of this Agreement is valid only if it is in writing and signed by or on behalf of the Lender and the Borrower.

12. Counterparts

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment shall be an effective mode of delivery.

13. Third party rights

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Ordinance (Cap 623 of the Laws of Hong Kong) or any other statutory provision to enforce any of its terms.

14. Governing Law and Jurisdiction

14.1 This Agreement and any non-contractual obligations arising out of, or in connection with, it shall be governed by, and interpreted in accordance with, the laws of Hong Kong.

14.2 Any Dispute shall be referred to, and finally resolved by, arbitration administered by the Hong Kong International Arbitration Centre (the HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted.

14.3 The tribunal shall consist of three arbitrators; one appointed by the applicant(s), one appointed by the respondent(s) and one who shall be appointed by the mutual agreement of the other two arbitrators. The seat of arbitration shall be Hong Kong and the language to be used in the arbitral proceedings shall be English.

14.4 Notwithstanding this Clause ‎14, the parties shall retain the right to seek injunctive or interlocutory relief from any court of competent jurisdiction pending the commencement or determination of any arbitration proceedings.

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As witness this Agreement has been signed by the duly authorised representatives of the parties the day and year first before written.

For and on behalf of

MASCOT JVCO (CAYMAN) LIMITED
By:	/s/ TAO Tak Yan Dennis
Name:	TAO Tak Yan Dennis
Title:	Director

Signature Pages to the Intercompany Loan Agreement (JVCo to HK TopCo) – Facility A Proceeds Loan

For and on behalf of

MASCOT HOLDCO 1 (HK) LIMITED
By:	/s/ TAO Tak Yan Dennis
Name:	TAO Tak Yan Dennis
Title:	Director

Signature Pages to the Intercompany Loan Agreement (JVCo to HK TopCo) – Facility A Proceeds Loan

EX-10.11

Exhibit 10.11

26 March 2019

MASCOT JVCO (CAYMAN) LIMITED
as the Lender

and

MASCOT HOLDCO 1 (HK) LIMITED
as the Borrower

INTERCOMPANY LOAN AGREEMENT

(INVESTMENT PROCEEDS)

THIS AGREEMENT is dated 26 March 2019

PARTIES:

(1) MASCOT JVCO CAYMAN LIMITED, an exempted limited company incorporated in the Cayman Islands with registration number 344453 and having its registered office at Conyers Trust Company (Cayman) Limited, P.O. Box 2681, Cricket Square, Hutchins Drive, George Town, Grand Cayman, Cayman Islands (the Lender); and

(2) MASCOT HOLDCO 1 (HK) LIMITED, a company incorporated with limited liability under the laws of Hong Kong (the Borrower)

(together the parties and each a party).

WHEREAS:

(1) Pursuant to a combination agreement (the Combination Agreement) dated 7 December 2018 (as amended pursuant to an amendment agreement dated 19 December 2018) between, among others, Mascot Bidco Oy (the Offeror) and Amer Sports Corporation (the Target) the Offeror agreed to launch a voluntary public tender offer for all issued outstanding shares of the Target (other than any shares in the Target held by the Target or its subsidiaries), subject to the terms and conditions of the Combination Agreement and satisfaction of certain conditions (the Transaction)..

(2) In connection with the Transaction, the Lender has agreed to advance funds to the Borrower by way of a loan, in accordance with the terms of this Agreement.

IT IS AGREED as follows:

1. Interpretation

1.1 The following words and phrases shall have the following meanings where used in this Agreement, except where the context otherwise requires.

Bidco means Mascot Bidco Oy.

Business Day means a day, other than a Saturday or Sunday or public holiday on which banks are generally open in London, Hong Kong, and Helsinki for general commercial business.

Liabilities means any amounts owed by the Borrower to the Lender under this Agreement.

Principal Amount means the sum of EUR 2,080,363,462.14, plus the amount of any accrued capitalised interest to be added to this amount in accordance with Clause ‎3.3 (Interest).

Repayment Date means the earlier of:

(a) the date on which the Combination Agreement terminates without the Tender Offer having been completed; and

(b) the date falling 10 years after the date of this Agreement.

Senior Facilities Agreement means the senior facilities agreement to be entered into on or about the date of this Agreement between, among others, Bidco, the Mandated Leads Arrangers (as defined therein), J.P. Morgan Europe Limited (as agent) and Wilmington Trust (London) Limited (as security agent).

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Shares means the issued share capital of the Borrower owned or controlled by the Lender.

Tender Offer has the meaning given to it in the Combination Agreement.

1.2 In this Agreement, unless the context requires otherwise:

(a) references to a person include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (in any case, whether or not it has separate legal personality);

(b) references to a party means a party to this Agreement and shall be construed so as to include its successors in title, personal representatives, permitted assigns and permitted transferees;

(c) references to a paragraph or Clause are to those of this Agreement;

(d) headings do not affect its interpretation;

(e) the singular shall include the plural and vice versa, and references to one gender include all genders;

(f) references to any document or any other agreement or instrument is a reference to that document, agreement or instrument as amended, novated, supplemented, extended or restated (in any case, however fundamentally);

(g) references to any English law legal term or concept shall, in respect of any jurisdiction other than England and Wales, be construed as references to the term or concept that most nearly corresponds to it in that jurisdiction; and

(h) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as merely illustrative and shall not limit the sense of the words preceding those terms.

1.3 Except as otherwise expressly provided in this Agreement, any reference to an enactment (which includes any legislation in any jurisdiction) includes references to: (i) that enactment as amended, consolidated or re-enacted by or under any other enactment whenever made; (ii) any enactment that that enactment re-enacts (with or without modification); and (iii) any subordinate legislation (including regulations) whenever made under that enactment, as amended, consolidated or re-enacted as described in ‎(i) or ‎(ii), except to the extent that any of the matters referred to in ‎(i) to ‎(iii) occurs on or after the date of this Agreement and increases or alters the liability of a party under this Agreement.

1.4 If there is any inconsistency between any definition set out in this Clause ‎1 and a definition set out in any other clause, then, for the purposes of construing that clause, the definition set out in that clause shall prevail.

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2. Loan

Subject to the terms of this Agreement, the Lender shall lend, and the Borrower shall borrow, the Principal Amount.

3. Interest

3.1 Interest shall accrue on the outstanding amounts of the Liabilities until and including the day of actual repayment, which rate will be equal to:

(a) the rate of interest from time to time payable by the Borrower in respect of Facility B under the Senior Facilities Agreement;

plus

(b) 0.25%,

and shall be calculated on the basis of actual number of days elapsed and a year of 360 days (Interest), provided that the Lender and the Borrower may amend the rate of Interest from time to time.

3.2 Subject to Clause ‎3.3 below and the terms of the Secured Debt Documents, the Borrower shall pay to the Lender the accrued Interest in cash in arrears from time to time when agreed between the Lender and the Borrower.

3.3 Accrued and unpaid interest shall be capitalised and added to the outstanding Principal Amount on 31 December each year. Upon capitalisation, such interest shall be treated for all purposes as part of the Principal Amount and in particular shall bear interest in accordance with this Clause ‎3.

4. Repayment

The Borrower shall repay the Principal Amount (together with all interest accrued on the Principal Amount) on the Repayment Date.

5. Payments

5.1 All payments to be made under this Agreement shall be made on the relevant due date in euros and in immediately and freely available same day funds without any deduction or withholding for or on account of tax (unless required by law).

5.2 If the due date for any payment under this Agreement is not a Business Day, such payment shall be made on the next following Business Day.

5.3 All payments due to be made by the Borrower shall be made into such bank account as the Lender may specify in writing from time to time.

6. Assignments and Transfers

6.1 Subject to Clause ‎6.2, no party shall assign, transfer, charge or otherwise deal with all or any of its rights or obligations under this Agreement other than, in the case of the Lender, by way of a security assignment over any receivables from the Borrower under this Agreement without the consent of the other party to this Agreement.

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6.2 If the Lender transfers (a) any Shares or (b) any proportion of the Principal Amount to another person, the Lender shall assign and transfer to such person, in the event of ‎(a), the same proportion of the Principal Amount (and the right to receive interest accruing thereon) as the proportion that the number of Shares being transferred by the Lender to such persons bears to the overall number of Shares held by the Lender immediately prior to such transfer or, in the event of ‎(b), the same proportion of Shares held by the Lender at the relevant time as that proportion of the Principal Amount being transferred by the Lender to such person bears to the overall Principal Amount outstanding at the relevant time.

7. Invalidity

Each of the provisions of this Agreement is severable. If and to the extent that any provision of this Agreement:

(a) is held to be, or becomes, invalid or unenforceable under the law of any jurisdiction; but

(b) would be valid, binding and enforceable if some part of the provision were deleted or amended,

then the provision shall apply with the minimum modifications necessary to make it valid, binding and enforceable and neither the validity or enforceability of the remaining provisions of this Agreement, nor the validity or enforceability of that provision under the law of any other jurisdiction shall in any way be affected or impaired as a result of this Clause ‎9.

8. Waiver of Rights

No waiver by the Lender or the Borrower of a failure by the other party to this Agreement to perform any provision of this Agreement operates or is to be construed as a waiver in respect of any other failure whether of a like or different character.

9. Notices

9.1 Any communications to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax or letter.

9.2 The address and fax number of each Party for any communication or document to be made or delivered under or in connection with this Agreement shall be the address and fax number as notified by the Lender and the Borrower to each other from time to time.

10. Amendments

A variation of this Agreement is valid only if it is in writing and signed by or on behalf of the Lender and the Borrower.

11. Counterparts

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment shall be an effective mode of delivery.

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12. Third party rights

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Ordinance (Cap 623 of the Laws of Hong Kong) or any other statutory provision to enforce any of its terms.

13. Governing Law and Jurisdiction

13.1 This Agreement and any non-contractual obligations arising out of, or in connection with, it shall be governed by, and interpreted in accordance with, the laws of Hong Kong.

13.2 Any Dispute shall be referred to, and finally resolved by, arbitration administered by the Hong Kong International Arbitration Centre (the HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted.

13.3 The tribunal shall consist of three arbitrators; one appointed by the applicant(s), one appointed by the respondent(s) and one who shall be appointed by the mutual agreement of the other two arbitrators. The seat of arbitration shall be Hong Kong and the language to be used in the arbitral proceedings shall be English.

13.4 Notwithstanding this Clause ‎13, the parties shall retain the right to seek injunctive or interlocutory relief from any court of competent jurisdiction pending the commencement or determination of any arbitration proceedings.

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As witness this Agreement has been signed by the duly authorised representatives of the parties the day and year first before written.

For and on behalf of

MASCOT JVCO (CAYMAN) LIMITED
By:	/s/ TAO Tak Yan Dennis
Name:	TAO Tak Yan Dennis
Title:	Director

Signature Pages to the Intercompany Loan Agreement (JVCo to HK TopCo) – Investment Proceeds

For and on behalf of

MASCOT HOLDCO 1 (HK) LIMITED
By:	/s/ TAO Tak Yan Dennis
Name:	TAO Tak Yan Dennis
Title:	Director

Signature Pages to the Intercompany Loan Agreement (JVCo to HK TopCo) – Investment Proceeds

EX-10.12

Exhibit 10.12

28 February 2022

AMER SPORTS MANAGEMENT COMPANY (CAYMAN) LIMITED
as the Lender

and

AMER SPORTS MANAGEMENT HOLDING (CAYMAN) LIMITED
as the Borrower

INTERCOMPANY LOAN AGREEMENT

(FACILITY A PROCEEDS LOAN)

THIS AGREEMENT is dated      28 February      2022

PARTIES:

(1) AMER SPORTS MANAGEMENT COMPANY (CAYMAN) LIMITED, an exempted limited company incorporated in the Cayman Islands and having its registered office at Conyers Trust Company (Cayman) Limited, P.O. Box 2681, Cricket Square, Hutchins Drive, George Town, Grand Cayman, Cayman Islands (the Lender); and

(2) AMER SPORTS MANAGEMENT HOLDING (CAYMAN) LIMITED, an exempted limited company incorporated in the Cayman Islands and having its registered office at Conyers Trust Company (Cayman) Limited, P.O. Box 2681, Cricket Square, Hutchins Drive, George Town, Grand Cayman, Cayman Islands (the Borrower),

(together the parties and each a party).

WHEREAS:

(1) Amer Sports Holding (Cayman) Limited (JVCo) entered into the Recourse Facilities Agreement on 6 December 2018, pursuant to which the Facility A Lenders have agreed to make Facility A available to JVCo. JVCo has borrowed EUR 1,300,000,000 under Facility A.

(2) On or around the date of this Agreement, the Lender entered into an agreement to subscribe for shares in the Borrower (Subscription Agreement).

(3) In accordance with the terms of the Subscription Agreement, the Lender has agreed to make funds available to the Borrower in accordance with the terms of this Agreement.

IT IS AGREED as follows:

1. Interpretation

1.1 The following words and phrases shall have the following meanings where used in this Agreement, except where the context otherwise requires.

Business Day means a day, other than a Saturday or Sunday or public holiday on which banks are generally open in London, Hong Kong, and Helsinki for general commercial business.

Facility A has the meaning given to that term in the Recourse Facilities Agreement.

Facility A Interest Payment Date has the meaning given to that term in Clause ‎3 (Interest).

Facility A Lenders means the institutions that are from time to time lenders in respect of Facility A.

Interest has the meaning given to that term in Clause ‎3 (Interest).

Interest Payment Date has the meaning given to that term in Clause ‎3 (Interest).

Liabilities means any amounts owed by the Borrower to the Lender under this Agreement.

Principal Amount means the sum of EUR3,701,890.19971431.

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Recourse Facilities Agreement means the senior facilities agreement dated 6 December 2018 and amended and restated on 19 December 2018 between, among others, JVCo and Anllian Sports Products Limited as the borrowers, certain financial institutions as arrangers and joint global coordinators and Citicorp International Limited as agent.

Repayment Date means 26 March 2029.

1.2 In this Agreement, unless the context requires otherwise:

(a) references to a person include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (in any case, whether or not it has separate legal personality)

(b) references to a party means a party to this Agreement and shall be construed so as to include its successors in title, personal representatives, permitted assigns and permitted transferees;

(c) references to a paragraph or Clause are to those of this Agreement;

(d) headings do not affect its interpretation;

(e) the singular shall include the plural and vice versa, and references to one gender include all genders;

(f) references to any document or any other agreement or instrument is a reference to that document, agreement or instrument as amended, novated, supplemented, extended or restated (in any case, however fundamentally);

(g) references to any Hong Kong law legal term or concept shall, in respect of any jurisdiction other than Hong Kong, be construed as references to the term or concept that most nearly corresponds to it in that jurisdiction; and

(h) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as merely illustrative and shall not limit the sense of the words preceding those terms.

1.3 Except as otherwise expressly provided in this Agreement, any reference to an enactment (which includes any legislation in any jurisdiction) includes references to: (i) that enactment as amended, consolidated or re-enacted by or under any other enactment whenever made; (ii) any enactment that that enactment re-enacts (with or without modification); and (iii) any subordinate legislation (including regulations) whenever made under that enactment, as amended, consolidated or re-enacted as described in ‎(i) or ‎(ii), except to the extent that any of the matters referred to in ‎(i) to ‎(iii) occurs on or after the date of this Agreement and increases or alters the liability of a party under this Agreement.

1.4 If there is any inconsistency between any definition set out in this Clause ‎1 and a definition set out in any other clause, then, for the purposes of construing that clause, the definition set out in that clause shall prevail.

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2. Loan

Subject to the terms of this Agreement, the Lender shall lend, and the Borrower shall borrow, the Principal Amount.

3. Interest

3.1 Interest shall accrue on the outstanding amounts under the Liabilities until and including the day of actual repayment at such rate as will be agreed between the Lender and the Borrower from time to time, which rate will be equal to:

(a) the rate of interest payable by JVCo in respect of Facility A borrowed by it under the Recourse Facilities Agreement;

plus

(b) a margin to be determined by the Lender and the Borrower from time to time (if any),

and shall be calculated on the basis of actual number of days elapsed and a year of 360 days, provided that the first Interest period under this Agreement shall be deemed to begin on 1 January 2022 until 31 December 2022 (notwithstanding that this Agreement was entered into after 1 January 2022) (Interest).

4. Repayment

The Borrower shall repay the Principal Amount (together with all interest accrued on the Principal Amount) on the Repayment Date, provided that the Principal Amount may be repaid by the Borrower in whole or in part at any time.

5. Payments

5.1 All payments to be made under this Agreement shall be made on the relevant due date in euros and in immediately and freely available same day funds without any deduction or withholding for or on account of tax (unless required by law).

5.2 If the due date for any payment under this Agreement is not a Business Day, such payment shall be made on the next following Business Day.

5.3 All payments due to be made by the Borrower shall be made into such bank account as the Lender may specify in writing from time to time.

6. Assignments and Transfers

No party shall assign, transfer, charge or otherwise deal with all or any of its rights or obligations under this Agreement.

7. Invalidity

Each of the provisions of this Agreement is severable. If and to the extent that any provision of this Agreement:

(a) is held to be, or becomes, invalid or unenforceable under the law of any jurisdiction; but

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(b) would be valid, binding and enforceable if some part of the provision were deleted or amended,

then the provision shall apply with the minimum modifications necessary to make it valid, binding and enforceable and neither the validity or enforceability of the remaining provisions of this Agreement, nor the validity or enforceability of that provision under the law of any other jurisdiction shall in any way be affected or impaired as a result of this Clause ‎7.

8. Waiver of Rights

No waiver by the Lender or the Borrower of a failure by the other party to this Agreement to perform any provision of this Agreement operates or is to be construed as a waiver in respect of any other failure whether of a like or different character.

9. Notices

9.1 Any communications to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax or letter.

9.2 The address and fax number of each Party for any communication or document to be made or delivered under or in connection with this Agreement shall be the address and fax number as notified by the Lender and the Borrower to each other from time to time.

10. Amendments

A variation of this Agreement is valid only if it is in writing and signed by or on behalf of the Lender and the Borrower.

11. Counterparts

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment shall be an effective mode of delivery.

12. Third party rights

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Ordinance (Cap 623 of the Laws of Hong Kong) or any other statutory provision to enforce any of its terms.

13. Governing Law and Jurisdiction

13.1 This Agreement and any non-contractual obligations arising out of, or in connection with, it shall be governed by, and interpreted in accordance with, the laws of Hong Kong.

13.2 Any Dispute shall be referred to, and finally resolved by, arbitration administered by the Hong Kong International Arbitration Centre (the HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted.

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13.3 The tribunal shall consist of three arbitrators; one appointed by the applicant(s), one appointed by the respondent(s) and one who shall be appointed by the mutual agreement of the other two arbitrators. The seat of arbitration shall be Hong Kong and the language to be used in the arbitral proceedings shall be English.

13.4 Notwithstanding this Clause ‎13, the parties shall retain the right to seek injunctive or interlocutory relief from any court of competent jurisdiction pending the commencement or determination of any arbitration proceedings.

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As witness this Agreement has been signed by the duly authorised representatives of the parties the day and year first before written.

For and on behalf of

AMER SPORTS MANAGEMENT COMPANY (CAYMAN) LIMITED
By:	/s/ TAO Tak Yan Dennis
Name:	TAO Tak Yan Dennis
Title:	Director

[Signature Page – A Type Shareholder Loan (Co-Invest to Scheme Issuer)]

For and on behalf of

AMER SPORTS MANAGEMENT COMPANY (CAYMAN) LIMITED
By:	/s/ TAO Tak Yan Dennis
Name:	TAO Tak Yan Dennis
Title:	Director

[Signature Page – A Type Shareholder Loan (Co-Invest to Scheme Issuer)]

EX-10.13

Exhibit 10.13

28 February 2022

AMER SPORTS MANAGEMENT COMPANY (CAYMAN) LIMITED
as the Lender

and

AMER SPORTS MANAGEMENT HOLDING (CAYMAN) LIMITED
as the Borrower

INTERCOMPANY LOAN AGREEMENT

(INVESTMENT PROCEEDS)

THIS AGREEMENT is dated      28 February      2022

PARTIES:

(1) AMER SPORTS MANAGEMENT COMPANY (CAYMAN) LIMITED, an exempted limited company incorporated in the Cayman Islands and having its registered office at Conyers Trust Company (Cayman) Limited, P.O. Box 2681, Cricket Square, Hutchins Drive, George Town, Grand Cayman, Cayman Islands (the Lender); and

(2) AMER SPORTS MANAGEMENT HOLDING (CAYMAN) LIMITED, an exempted limited company incorporated in the Cayman Islands and having its registered office at Conyers Trust Company (Cayman) Limited, P.O. Box 2681, Cricket Square, Hutchins Drive, George Town, Grand Cayman, Cayman Islands (the Borrower),

(together the parties and each a party).

WHEREAS:

(1) On or around the date of this Agreement, the Lender entered into an agreement to subscribe for shares in the Borrower (Subscription Agreement).

(2) In accordance with the terms of the Subscription Agreement, the Lender has agreed to make funds available to the Borrower in accordance with the terms of this Agreement.

IT IS AGREED as follows:

1. Interpretation

1.1 The following words and phrases shall have the following meanings where used in this Agreement, except where the context otherwise requires.

Business Day means a day, other than a Saturday or Sunday or public holiday on which banks are generally open in London, Hong Kong, and Helsinki for general commercial business.

Liabilities means any amounts owed by the Borrower to the Lender under this Agreement.

Principal Amount means the sum of EUR6,749,973.32525565, plus the amount of any accrued capitalised interest to be added to this amount in accordance with Clause ‎3.3 (Interest).

Repayment Date means 26 March 2029.

Senior Facilities Agreement means the senior facilities agreement dated 20 March 2019 between, among others, Amer Sports Holding Oy (formerly Mascot Bidco Oy), the Mandated Leads Arrangers (as defined therein), J.P. Morgan Europe Limited (as agent) and Wilmington Trust (London) Limited (as security agent).

Shares means the issued share capital of the Borrower owned or controlled by the Lender.

1.2 In this Agreement, unless the context requires otherwise:

(a) references to a person include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (in any case, whether or not it has separate legal personality);

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(b) references to a party means a party to this Agreement and shall be construed so as to include its successors in title, personal representatives, permitted assigns and permitted transferees;

(c) references to a paragraph or Clause are to those of this Agreement;

(d) headings do not affect its interpretation;

(e) the singular shall include the plural and vice versa, and references to one gender include all genders;

(f) references to any document or any other agreement or instrument is a reference to that document, agreement or instrument as amended, novated, supplemented, extended or restated (in any case, however fundamentally);

(g) references to any Hong Kong law legal term or concept shall, in respect of any jurisdiction other than Hong Kong, be construed as references to the term or concept that most nearly corresponds to it in that jurisdiction; and

(h) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as merely illustrative and shall not limit the sense of the words preceding those terms.

1.3 Except as otherwise expressly provided in this Agreement, any reference to an enactment (which includes any legislation in any jurisdiction) includes references to: (i) that enactment as amended, consolidated or re-enacted by or under any other enactment whenever made; (ii) any enactment that that enactment re-enacts (with or without modification); and (iii) any subordinate legislation (including regulations) whenever made under that enactment, as amended, consolidated or re-enacted as described in ‎(i) or ‎(ii), except to the extent that any of the matters referred to in ‎(i) to ‎(iii) occurs on or after the date of this Agreement and increases or alters the liability of a party under this Agreement.

1.4 If there is any inconsistency between any definition set out in this Clause ‎1 and a definition set out in any other clause, then, for the purposes of construing that clause, the definition set out in that clause shall prevail.

2. Loan

Subject to the terms of this Agreement, the Lender shall lend, and the Borrower shall borrow, the Principal Amount.

3. Interest

3.1 Interest shall accrue on the outstanding amounts of the Liabilities until and including the day of actual repayment, which rate will be equal to:

(a) the rate of interest from time to time payable by Amer Sports Holding Oy in respect of Facility B under the Senior Facilities Agreement;

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plus

(b) 0.25%,

and shall be calculated on the basis of actual number of days elapsed and a year of 360 days, provided that the first Interest period under this Agreement shall be deemed to begin on 1 January 2022 until 31 December 2022 (notwithstanding that this Agreement was entered into after 1 January 2022) (Interest).

3.2 Subject to Clause ‎3.3 below and the terms of the Secured Debt Documents, the Borrower shall pay to the Lender the accrued Interest in cash in arrears from time to time when agreed between the Lender and the Borrower.

3.3 Accrued and unpaid interest shall be capitalised and added to the outstanding Principal Amount on 31 December each year. Upon capitalisation, such interest shall be treated for all purposes as part of the Principal Amount and in particular shall bear interest in accordance with this Clause ‎3.

4. Repayment

The Borrower shall repay the Principal Amount (together with all interest accrued on the Principal Amount) on the Repayment Date.

5. Payments

5.1 All payments to be made under this Agreement shall be made on the relevant due date in euros and in immediately and freely available same day funds without any deduction or withholding for or on account of tax (unless required by law).

5.2 If the due date for any payment under this Agreement is not a Business Day, such payment shall be made on the next following Business Day.

5.3 All payments due to be made by the Borrower shall be made into such bank account as the Lender may specify in writing from time to time.

6. Assignments and Transfers

6.1 Subject to Clause ‎6.2, no party shall assign, transfer, charge or otherwise deal with all or any of its rights or obligations under this Agreement other than, in the case of the Lender, by way of a security assignment over any receivables from the Borrower under this Agreement without the consent of the other party to this Agreement.

6.2 If the Lender transfers (a) any Shares or (b) any proportion of the Principal Amount to another person, the Lender shall assign and transfer to such person, in the event of ‎(a), the same proportion of the Principal Amount (and the right to receive interest accruing thereon) as the proportion that the number of Shares being transferred by the Lender to such persons bears to the overall number of Shares held by the Lender immediately prior to such transfer or, in the event of ‎(b), the same proportion of Shares held by the Lender at the relevant time as that proportion of the Principal Amount being transferred by the Lender to such person bears to the overall Principal Amount outstanding at the relevant time.

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7. Invalidity

Each of the provisions of this Agreement is severable. If and to the extent that any provision of this Agreement:

(a) is held to be, or becomes, invalid or unenforceable under the law of any jurisdiction; but

(b) would be valid, binding and enforceable if some part of the provision were deleted or amended,

then the provision shall apply with the minimum modifications necessary to make it valid, binding and enforceable and neither the validity or enforceability of the remaining provisions of this Agreement, nor the validity or enforceability of that provision under the law of any other jurisdiction shall in any way be affected or impaired as a result of this Clause ‎7.

8. Waiver of Rights

No waiver by the Lender or the Borrower of a failure by the other party to this Agreement to perform any provision of this Agreement operates or is to be construed as a waiver in respect of any other failure whether of a like or different character.

9. Notices

9.1 Any communications to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax or letter.

9.2 The address and fax number of each Party for any communication or document to be made or delivered under or in connection with this Agreement shall be the address and fax number as notified by the Lender and the Borrower to each other from time to time.

10. Amendments

A variation of this Agreement is valid only if it is in writing and signed by or on behalf of the Lender and the Borrower.

11. Counterparts

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment shall be an effective mode of delivery.

12. Third party rights

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Ordinance (Cap 623 of the Laws of Hong Kong) or any other statutory provision to enforce any of its terms.

13. Governing Law and Jurisdiction

13.1 This Agreement and any non-contractual obligations arising out of, or in connection with, it shall be governed by, and interpreted in accordance with, the laws of Hong Kong.

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13.2 Any Dispute shall be referred to, and finally resolved by, arbitration administered by the Hong Kong International Arbitration Centre (the HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted.

13.3 The tribunal shall consist of three arbitrators; one appointed by the applicant(s), one appointed by the respondent(s) and one who shall be appointed by the mutual agreement of the other two arbitrators. The seat of arbitration shall be Hong Kong and the language to be used in the arbitral proceedings shall be English.

13.4 Notwithstanding this Clause ‎13, the parties shall retain the right to seek injunctive or interlocutory relief from any court of competent jurisdiction pending the commencement or determination of any arbitration proceedings

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As witness this Agreement has been signed by the duly authorised representatives of the parties the day and year first before written.

For and on behalf of

AMER SPORTS MANAGEMENT COMPANY (CAYMAN) LIMITED
By:	/s/ TAO Tak Yan Dennis
Name:	TAO Tak Yan Dennis
Title:	Director

[Signature Page – B Type Shareholder Loan (Co-Invest to Scheme Issuer)]

For and on behalf of

AMER SPORTS MANAGEMENT COMPANY LIMITED
By:	/s/ TAO Tak Yan Dennis
Name:	TAO Tak Yan Dennis
Title:	Director

[Signature Page – B Type Shareholder Loan (Co-Invest to Scheme Issuer)]

EX-10.14

Exhibit 10.14

Capitalisation Agreement

dated _______________ 2024 (the Effective Date)

Parties:

1. AMER SPORTS HOLDING (CAYMAN) LIMITED whose registered office is at c/o Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (JVCo); and

2. AMER SPORTS, INC., formerly known as AMER SPORTS MANAGEMENT HOLDING (CAYMAN) LIMITED whose registered office is at c/o Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (Scheme Issuer).

whereas:

(A)              On 26 March 2019, JVCo and Amer Sports Holding (HK) Limited (HK Holdco) entered into a shareholder loan agreement (the Investment Proceeds Shareholder Loan Agreement) whereby JVCo agreed to advance to HK Holdco a principal amount of EUR2,080,363,462.14.

(B)              On 28 February 2022, JVCo, Scheme Issuer and HK Holdco entered into a novation agreement whereby, amongst other things, Scheme Issuer replaced HK Holdco as a party to the Investment Proceeds Shareholder Loan Agreement and HK Holdco was released and discharged from all claims, demands, liabilities and obligations under the Investment Proceeds Shareholder Loan Agreement (the Novation Agreement (Investment Proceeds Shareholder Loan)).

(C)              On 29 May 2020, JVCo and HK Holdco entered into a shareholder loan agreement (the Uncommitted Shareholder Loan Agreement) whereby JVCo agreed to make available to HK Holdco an uncommitted facility in a principal amount not exceeding EUR400,000,000.

(D)              As of 1 October 2022, JVCo, Scheme Issuer and HK Holdco (amongst others) entered into a novation agreement whereby, amongst other things, Scheme Issuer replaced HK Holdco as a party to the Uncommitted Shareholder Loan Agreement and HK Holdco was released and discharged from all claims, demands, liabilities and obligations under the Uncommitted Shareholder Loan Agreement (the Novation Agreement (Uncommitted Shareholder Loan)).

(E)               As at the Effective Date, (i) the principal amount outstanding under the Investment Proceeds Shareholder Loan Agreement is EUR[·](the Investment Proceeds Shareholder Loan) and (ii) no amount is outstanding under the Uncommitted Shareholder Loan Agreement.

(F)               JVCo and Scheme Issuer have mutually agreed to (i) capitalise a portion of the Investment Proceeds Shareholder Loan into share capital of Scheme Issuer and (ii) terminate the Uncommitted Shareholder Loan Agreement.

iT IS aGREED:

1.         Investment Proceeds Shareholder Loan Agreement

1.1               In consideration of the mutual undertakings contained in this Agreement, on the Effective Date:

(a) Scheme Issuer shall repay to JVCo a portion of the principal amount of the Investment Proceeds Shareholder Loan and accrued interest thereon in an aggregate amount of EUR[·](the Repayment Amount) (the Repayment);

(b) JVCo shall subscribe for, and Scheme Issuer shall allot and issue to JVCo, one Class A share of Scheme Issuer (the Subscription Share) with a nominal or par value of EUR0.10 for a subscription price of EUR[·](the Subscription Amount) (the Subscription); and

(c) Scheme Issuer’s obligation to pay the Repayment Amount to JVCo shall be set off against JVCo’s obligation to pay the Subscription Amount to Scheme Issuer, such that no payment in cash nor any further payment shall be required to be made by either Scheme Issuer or JVCo to effect the Repayment and the Subscription. The obligations of Scheme Issuer to pay the Repayment Amount to JVCo and of JVCo to pay the Subscription Amount to Scheme Issuer shall be deemed fully discharged upon the setting off of the Subscription Amount against the Repayment Amount upon the allotment and issue of the Subscription Share by Scheme Issuer.

1.2               For the avoidance of doubt, the Investment Proceeds Shareholder Loan Agreement (as novated by the Novation Agreement (Investment Proceeds Shareholder Loan)) shall remain in full force and effect save as expressly set out in this Agreement, and Scheme Issuer shall repay the principal amount of the Investment Proceeds Shareholder Loan and accrued interest thereon (in each case to the extent not satisfied by the Repayment Amount) to JVCo in accordance with the Investment Proceeds Shareholder Loan Agreement (as novated by the Novation Agreement (Investment Proceeds Shareholder) and as supplement by this Agreement).

2.         Uncommitted Shareholder Loan Agreement

In consideration of the mutual undertakings contained in this Agreement, on the Effective Date:

(a) the Uncommitted Shareholder Loan Agreement (as novated by the Novation Agreement (Uncommitted Shareholder Loan)) shall be terminated in its entirety; and

(b) each of JVCo and Scheme Issuer hereby releases and discharges the other party from all claims, demands, liabilities and obligations under the Uncommitted Shareholder Loan Agreement (as novated by the Novation Agreement (Uncommitted Shareholder Loan)) (howsoever arising and whether arising on, before or after the Effective Date).

3.         Further Assurance

Each of the parties agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Agreement.

4.         Entire Agreement

This Agreement constitutes the entire agreement between the parties in relation to the Repayment, the Subscription and the termination of the Uncommitted Shareholder Loan Agreement and supersedes any previous agreement, whether express or implied, regarding the Repayment, the Subscription and such termination.

5.         Counterparts

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.

6.         Third Party Rights

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Ordinance (Cap 623 of the Laws of Hong Kong) or any other statutory provision to enforce any of its terms.

7.         Governing Law and Jurisdiction

7.1               This Agreement shall be governed by, and interpreted in accordance with, the laws of Hong Kong.

7.2               Any Dispute shall be referred to, and finally resolved by, arbitration administered by the Hong Kong International Arbitration Centre (the HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted.

7.3               The tribunal shall consist of three arbitrators; one appointed by the applicant(s), one appointed by the respondent(s) and one who shall be appointed by the mutual agreement of the other two arbitrators. The seat of arbitration shall be Hong Kong and the language to be used in the arbitral proceedings shall be English.

7.4               Notwithstanding this Clause 7, the parties shall retain the right to seek injunctive or interlocutory relief from any court of competent jurisdiction pending the commencement or determination of any arbitration proceedings.

As witness this Agreement has been signed by the duly authorised representatives of the parties and shall be effective as of the Effective Date.

For and on behalf of

AMER SPORTS HOLDING (CAYMAN) LIMITED

By:
Name:
Title:

[Signature Page – Capitalisation Agreement (JVCo / Listco – EUR2.7bn)]

For and on behalf of

AMER SPORTS, INC.

By:
Name:
Title:

[Signature Page – Capitalisation Agreement (JVCo / Listco – EUR2.7bn)]

EX-10.15

Exhibit 10.15

Capitalisation Agreement

dated _______________ 2024 (the Effective Date)

Parties:

1. AMER SPORTS MANAGEMENT COMPANY (CAYMAN) LIMITED whose registered office is at c/o Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (Co-invest Vehicle); and

2. AMER SPORTS, INC., formerly known as AMER SPORTS MANAGEMENT HOLDING (CAYMAN) LIMITED whose registered office is at c/o Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (Scheme Issuer).

whereas:

(A)On 28 February 2022, Co-invest Vehicle and Scheme Issuer entered into a shareholder loan agreement (the Investment Proceeds Shareholder Loan Agreement) whereby Co-invest Vehicle agreed to advance to Scheme Issuer a principal amount of EUR6,749,973.32525565.

(B)As at the Effective Date, the principal amount outstanding under the Investment Proceeds Shareholder Loan Agreement is EUR[·](the Investment Proceeds Shareholder Loan).

(C)Co-invest Vehicle and Scheme Issuer have mutually agreed to capitalise a portion of the Investment Proceeds Shareholder Loan into share capital of Scheme Issuer.

iT IS aGREED:

1.Investment Proceeds Shareholder Loan Agreement

1.1In consideration of the mutual undertakings contained in this Agreement, on the Effective Date:

(a) Scheme Issuer shall repay to Co-invest Vehicle a portion of the principal amount of the Investment Proceeds Shareholder Loan and accrued interest thereon in an aggregate amount of EUR[·](the Repayment Amount) (the Repayment);

(b) Co-invest Vehicle shall subscribe for, and Scheme Issuer shall allot and issue to Co-invest Vehicle, one Class A share of Scheme Issuer (the Subscription Share) with a nominal or par value of EUR0.10 for a subscription price of EUR[·](the Subscription Amount) (the Subscription); and

(c) Scheme Issuer’s obligation to pay the Repayment Amount to Co-invest Vehicle shall be set off against Co-invest Vehicle’s obligation to pay the Subscription Amount to Scheme Issuer, such that no payment in cash nor any further payment shall be required to be made by either Scheme Issuer or Co-invest Vehicle to effect the Repayment and the Subscription. The obligations of Scheme Issuer to pay the Repayment Amount to Co-invest Vehicle and of Co-invest Vehicle to pay the Subscription Amount to Scheme Issuer shall be deemed fully discharged upon the setting off of the Subscription Amount against the Repayment Amount upon the allotment and issue of the Subscription Share by Scheme Issuer.

1.2For the avoidance of doubt, the Investment Proceeds Shareholder Loan Agreement shall remain in full force and effect save as expressly set out in this Agreement, and Scheme Issuer shall repay the principal amount of the Investment Proceeds Shareholder Loan and accrued interest thereon (in each case to the extent not satisfied by the Repayment Amount) to Co-invest Vehicle in accordance with the Investment Proceeds Shareholder Loan Agreement (as supplement by this Agreement).

2.Further Assurance

Each of the parties agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Agreement.

3.Entire Agreement

This Agreement constitutes the entire agreement between the parties in relation to the Repayment and the Subscription and supersedes any previous agreement, whether express or implied, regarding the Repayment and the Subscription.

4.Counterparts

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.

5.Third Party Rights

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Ordinance (Cap 623 of the Laws of Hong Kong) or any other statutory provision to enforce any of its terms.

6.Governing Law and Jurisdiction

6.1This Agreement shall be governed by, and interpreted in accordance with, the laws of Hong Kong.

6.2Any Dispute shall be referred to, and finally resolved by, arbitration administered by the Hong Kong International Arbitration Centre (the HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted.

6.3The tribunal shall consist of three arbitrators; one appointed by the applicant(s), one appointed by the respondent(s) and one who shall be appointed by the mutual agreement of the other two arbitrators. The seat of arbitration shall be Hong Kong and the language to be used in the arbitral proceedings shall be English.

6.4Notwithstanding this Clause 6, the parties shall retain the right to seek injunctive or interlocutory relief from any court of competent jurisdiction pending the commencement or determination of any arbitration proceedings.

As witness this Agreement has been signed by the duly authorised representatives of the parties and shall be effective as of the Effective Date.

For and on behalf of

AMER SPORTS MANAGEMENT COMPANY (CAYMAN) LIMITED

By:

Name:

Title:

[Signature Page – Capitalisation Agreement (Co-invest Vehicle / Listco – EUR7.2mn)]

For and on behalf of

AMER SPORTS, INC.

By:

Name:

Title:

[Signature Page – Capitalisation Agreement (Co-invest Vehicle / Listco – EUR7.2mn)]

EX-10.16

Exhibit 10.16

Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Regulation S-K, Item 601(b) because the registrant has determined that the omitted information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

MASTER DISTRIBUTOR AGREEMENT

THIS AGREEMENT, made and entered into by AMER SPORTS MALAYSIA SDN BHD, a corporation organized and existing under the laws of Malaysia with its principal office at Unit 6-1, Level 6, Tower 6, UOA Business Park, No. 1 Jalan Pengaturcara U1/51A, Seksyen U1, 40150 Shah Alam, Selangor, Malaysia (hereinafter called “Amer”); and AVID SPORTS SINGAPORE PTE. LTD., a private company limited by shares incorporated in Singapore with Company No. 202308409G, having its registered office at 3 Anson Road, #24-02 Springleaf Tower Singapore 079909 (hereinafter called “Distributor”);

WITNESSETH:

WHEREAS, Amer is engaged in the business of sales and marketing of sporting goods equipment and accessories and related items; and

WHEREAS, Distributor is desirous of marketing certain of Amer products and being designated as Distributor for such Products in the Territory (as hereinafter defined);

WHEREAS, Distributor pledges its extraordinary commitment to the furtherance of Amer brands and products in the Territory, and is committed to invest significantly in order to establish a direct-to-consumer business model in the Territory and achieve the CAGR requirement as prescribed in this Agreement;

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Section A – Definitions and Interpretation

“Amer’s Affiliate”	shall mean any one or more company, subsidiary, division, joint-venture or other business enterprise other than Amer which is directly or indirectly owned, controlled, or operated by Amer Sports Holding (Cayman) Limited.
“Contract Year”	shall mean the year beginning on January 1st and ending on December 31st of the same year.
“Country”	shall in each instance mean either Malaysia, Philippines, Singapore, Indonesia, Thailand, Vietnam, India, Sri Lanka, Cambodia, Brunei, Nepal, Bangladesh, Laos, Myanmar or Maldives, as the context so requires being the Territory assigned to the Distributor for the distribution of the Products.
“Country Distributor”	shall mean the sub-distributor(s) appointed by the Distributor under this Agreement for each Country to distribute the Products.
“Customer Service”	shall mean all post-sales services and/or repairs on Products sold by Distributor in the Territory.

Amer Sports Malaysia Sdn Bhd

Registration Number: 199001002893 (194459-A)

Unit 6-1, Level 6, Tower 6, UOA Business Park, No. 1 Jalan Pengaturcara U1/51A, Seksyen U1, 40150 Shah Alam, Selangor, Malaysia

Tel. +603 5569 7220, Fax +603 5569 8659 Website: www.amersports.com

“Intellectual Property”	shall mean any patent, copyright, registered design, Trademark or other industrial or intellectual property right subsisting in the Territory in respect of the Products, and applications for any of the foregoing.
“Net Distributor Price”	shall mean the price of the Products purchased by Distributor at Amer’s current distributor price for the Products for the Territory as denominated in United States dollars (as determined by Amer from time to time in its discretion); provided always that the Net Distributor Price contemplated herein shall in no event be higher than [***] of the RRP, unless otherwise mutually agreed in writing between Amer and Distributor.
"Net Invoice Value"	shall mean the Net Distributor Price exclusive of taxes, duties, insurance, transportation and handling costs.
“Products”	shall mean such products as are from time to time in the in-line range of [             ] branded products manufactured by or for Amer and permitted by Amer for distribution into the Territory.
“RRP”	shall mean the recommended retail price for a given Product as set forth in the global pricing (Europe, converted to United States dollars) from time to time.
“Retail Stores”	shall mean retail stores that offer the Products for sale exclusively to end customers.
“Term”	shall mean the duration of this Agreement as specified in Section 11(a).
“Territory”	shall mean Malaysia, Philippines, Singapore, Indonesia, Thailand, Vietnam, India, Sri Lanka, Cambodia, Brunei, Nepal, Bangladesh, Laos, Myanmar and Maldives.
“Trademarks”	shall mean:- (a)           any trade marks and trade names which Amer or any of its Affiliates may at any time have adopted, used, or registered in any part of the world including the Territory including but not limited to the trade marks set out in Exhibit B hereto; and (b)          such other trade marks as are used by Amer or in relation to the Products at any time during this Agreement. (c)           any domain names containing any of the trade marks of Amer or an Amer Affiliate that are used to promote or sell Products in any Country under this Agreement.

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Section 1 – Appointment

(a) Amer hereby appoints Distributor as its exclusive master distributor to sell and distribute the Products (including the right to offer the Products for sale, or market or advertise the Products, via the Internet or otherwise through any electronic means or medium) in the Territory subject to the terms and conditions of this Agreement and provided that an exception to the exclusive rights shall apply to any currently existing distributors in the Territory, until such time as the rights granted to such currently existing distributors expire. Amer or the Amer Affiliates shall not be required to incur any liabilities in terminating any current distributors in the Territory but agree to work reasonably and collaborate with Distributor to orderly transfer the distribution rights granted herein when they become available.

(b) Amer hereby acknowledges and agrees that the Distributor may appoint Country Distributor(s) for the sale of the Products in the Territory subject always to the following provisions:

(i) the Distributor shall identify potential Country Distributor(s) with relevant skills and experience for marketing, promoting, selling and distributing the Products in each Country;

(ii) the Distributor shall remain responsible for the actions and omissions of each of the Country Distributor(s) with respect to the subject matters contemplated under this Agreement and shall further ensure the compliance of each of the Country Distributor(s) with the terms and conditions of this Agreement, failing which Amer may deem such breach by such Country Distributor(s) as a breach by the Distributor under this Agreement and the Distributor shall be solely responsible for any commitments, obligations or liabilities made by the Distributor to any of the Country Distributor(s); and

(iii) the Distributor hereby acknowledges that the appointment of any such Country Distributor(s) does not reduce, impair or negatively affect its liability to perform each one of its obligations under this Agreement.

Section 2 – Distributor Acceptance and Undertaking

(a) Distributor accepts appointment as Amer’s exclusive Distributor in the Territory and agrees to secure full distribution of Products in the Territory and to fully and promptly supply the demand for Products in the Territory. Distributor agrees to maintain at all times one or more offices, show rooms, repair and other facilities in the Territory, properly and adequately equipped and staffed, and to maintain an inventory of Products of sufficient quantity and mix, to enable it to fully discharge all of its responsibilities under this Agreement. Distributor will promote only in the Territory and only out of facilities within the Territory, and will not maintain any facility for the storage, repair or sale directly or indirectly, of the Products outside of the Territory unless Amer gives its prior written consent.

(b) Distributor shall not, and shall ensure that each Country Distributor shall not directly or indirectly, set up or operate any Retail Stores without the prior written approval of Amer. In the event that such approval is granted by Amer, the Distributor shall, and shall ensure that the relevant Country Distributor(s) comply with the instructions or directions of Amer or any guidelines issued by Amer from time to time on the setting up and operation of Retail Stores.

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(c) Distributor shall not disclose to or use for the benefit of itself and/or any other third parties any confidential information concerning the business, affairs, or the Products of Amer or any of Amer’s Affiliates which it may acquire in the course of its activities under this Agreement other than for the purposes of discharging its responsibilities under this Agreement and shall take all necessary precautions to prevent any such disclosure by any of its employees, agents or officers. For purposes of this subsection, confidential information shall include but not be limited to business plans, innovations, new product information, trade secrets, other commercially sensitive information and other unpatented product-related information. Distributor acknowledges that title to the aforesaid confidential information is vested in Amer. The provisions of this Section 2(c) shall survive the termination of this Agreement. The Distributor shall secure that the Country Distributors comply with the confidentiality obligation set forth in this clause.

(d) Both parties are aware of the fact that the Products are high-quality trademarked articles that have to be sold in a way paying tribute to the significance and image of the Product’s and the Trademarks. Distributor agrees that in the sale of the Products it shall at all times carry out to the best of its ability a merchandising policy designed to promote and maintain the excellence of quality and to preserve the goodwill which is now associated with the name and reputation of Amer, Amer’s Affiliates and the Products.

(e) Distributor shall be responsible and undertakes to comply with all relevant requirements and/or procedures for the distribution of Products in each Country under any applicable laws, rules and regulations and/or guidelines, including but not limited to complying with and attending to any labelling requirements for each Country, attending to any required applications to local authorities for the distribution of Products in each Country.

(f) Distributor shall undertake and continue the performance of this Agreement with such employees, manpower, resources and facilities as are necessary to promote vigorously the use and sale of Products in the Territory. Amer shall have no responsibility for the expense of the Distributor’s manpower, resources and facilities. Especially, Amer shall not have any labor or any kind of responsibility toward Distributor’s employees or workers, since there is no relationship between the parties other than as expressly provided hereunder.

(g) Distributor shall not represent itself as the agent of Amer under any circumstances whatsoever, and shall not attempt or purport to enter into agreements on behalf of Amer and shall not license the Trademarks of Amer to others.

(h) Distributor shall be responsible for Customer Service within each Country and shall undertake or arrange all such Customer Service. To this end, Distributor shall purchase and maintain an appropriate stock of parts and/or assemblies at Distributor's premises. Distributor's conduct of its service and repair activities will be such as to enhance the reputation of Amer and the Products in the Territory.

(i) Distributor undertakes not to, and shall ensure that each Country Distributor does not:-

(i) offer or sell the Products, whether via wholesale, retail, the Internet or otherwise, to any person, firm or company in any country which is:-

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(a) outside the Territory; or

(b) within the Territory if Distributor has reason to believe that that person intends to resell the Products in any country which is outside the Territory; or

(c) within one of the Country if Distributor has reason to believe that that person intends to resell the Products in another one of the other Countries; and/or

(ii) obtain the Products for resale from any person, firm or company other than Amer.

In the event any Products purchased by Distributor from Amer are found to be sold or offered for sale by the Distributor or a Country Distributor outside the Territory, Distributor shall be deemed to be in breach of this section unless Distributor proves to the satisfaction of Amer that such breach has not occurred.

(j) The Distributor shall in each instance no later than the day the Distributor submits an order for the Products, provide to Amer, a draft purchase plan for the Distributor’s next order for the Products in such form as may be agreed between the parties from time to time. Amer reserves the right to propose reasonable amendments to the said draft purchase plan and the parties shall enter into good faith discussions on the draft purchase plan where reasonably requested by Amer. The Distributor agrees to take into consideration the amendments proposed by Amer and if acceptable to the Distributor, the Distributor shall make the relevant amendments to the draft purchase plan. Thereafter, the Distributor agrees to comply with the agreed purchase plan in relation to the sale and distribution of the Products for the Territory unless otherwise agreed between the parties.

Section 3 – Amer’s Undertaking

(a) Except to the extent expressly set forth in this Agreement, during the term of this Agreement Amer shall supply Distributor with Products for resale in the Territory on an exclusive basis (except for orders received by Amer direct from customers which Amer shall ship directly to such customers), it being expressly understood by Distributor that although Amer will use its reasonable best efforts within the law to avoid it, Amer cannot prevent any other party from shipping and selling Products into the Territory, the occurrence of which event shall not be deemed a breach by Amer of this Agreement. Notwithstanding the foregoing and other provision of this Agreement, Amer shall have the exclusive right to provide or supply the Products by way of sponsorship to any party for any marketing or promotional activities within the Territory unless agreed otherwise with the Distributor.

(b) Amer shall have the right to stop manufacturing and selling any of the Products or to make such alterations to the specifications of the Products as it may think fit without incurring any obligation or liability to Distributor except that Amer will use its reasonable best efforts to notify Distributor ninety (90) days in advance of permanent discontinuance of any major Amer product line.

(c) Amer reserves the right at any time during the Term of this Agreement to repurchase any or all of Distributor’s inventories of Products at Distributor’s landed cost including duties.

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Section 4 – Prices and Payments

(a) Distributor shall pay to Amer for Products it purchases at Net Distributor Price F.O.B. Amer’s or any of Amer’s Affiliates’ or any of Amer’s contract manufacturers’ plant, distribution center or overseas source as communicated by Amer from time to time, or as stated in Amer’s documents relating to the particular shipment. Subject to the provisions of this Agreement, such Net Distributor Price may be revised by Amer at any time and from time to time, and Distributor shall pay Amer for Products the Net Distributor Price prevailing at the time of the issuance of each proforma invoice. Amer agrees to endeavour to notify Distributor of changes in prices or in the applicable distributor discounts as far in advance of the effective date of such change as is practicable.

(b) Unless otherwise agreed on the invoice to Distributor, the standard payment terms shall be thirty (30) days from the date of invoice being issued by Amer, whether or not the Products are sold to a Country Distributor.

(c) Unless otherwise specified by Amer from time to time, all monetary terms of this Agreement shall be calculated and construed in terms of United States currency and all payments shall be made by irrevocable letter of credit payable in United States dollars or by some other mode of secured payment as may be approved by Amer. Amer will authorize other terms of payment at its discretion.

(d) Amer, upon material change in the credit worthiness, or financial standing of Distributor, as a condition to its acceptance of Distributor’s orders, may require Distributor to open a confirmed, irrevocable letter of credit in favour of Amer at a bank within the United States of America or the relevant Country acceptable to Amer and the conditions for payment thereunder shall be satisfied upon the delivery by Amer of the usual shipping documents, including but not limited to negotiate bill of lading.

(e) The ability of Distributor to complete payments in United States currency or such other currency as may be stipulated by Amer) is of the essence of this Agreement. If by virtue of any regulation or order of any government authority in the Territory of the inconvertibility of currencies Distributor is unable to make payments in accordance with this Agreement, Amer may terminate this Agreement in whole or in part at once without liability or responsibility on the part of Amer to Distributor.

Section 5 – Terms and Conditions

(a) All sales made to Distributor by Amer pursuant to the terms of this Agreement shall be subject to Amer’s standard terms and conditions of sale in effect as at time of any sale. All such terms and conditions of sale shall be subject to revision by Amer at any time and from time to time. Amer agrees to endeavour to notify Distributor of changes as far in advance of the effective date of any such change as is practicable.

(b) Distributor agrees to pay all taxes, duties, deposits, bonds, surcharges and penalties and imposts of any kind imposed upon Amer or Distributor or upon the Products by any government or taxing authority relating to the sale of Products hereunder.

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Section 6 – Purchase Orders

(a) Distributor shall submit to Amer or the designated Amer’s Affiliate (herein incorporated within the designation “Amer” for purposes of this Agreement), purchase orders in a form approved by Amer for the purchase of Products. Purchase orders submitted by Distributor pursuant to this Section 6 shall be subject in each instance to acceptance by Amer, which acceptance shall be deemed to occur only upon written acknowledgement of acceptance in the form of either an order acknowledgement or an e-mail or a fax confirming receipt and entry of the order with written acknowledgement to follow provided, however, that if subsequent to acceptance Amer is unable to fill such purchase orders by the desired date of shipment, it shall have the right to postpone shipment until such time as it is able to fill such purchase orders and may ship at such postponed date at prices set in a manner consistent with Section 4. Each purchase order shall be deemed void and without effect if not accepted within thirty (30) days after date of dispatch thereof by Distributor in the manner required by Section 17 of this Agreement.

(b) Distributor may submit orders using Amer’s prescribed form, or by telephone, e-mail or fax, confirmed by a written purchase order, and shall describe the Products in a clear and unambiguous manner, including precise instructions for packaging, invoicing, and shipping.

On the first day of the Term of this Agreement and every three (3) months thereafter throughout the Term, Distributor shall deliver to Amer a written forecast of its needs for the Products during the twelve (12) month period immediately following or the remaining period of the Term, whichever is less. Such forecast shall be delivered at least as often as every three months or to coincide with regular visits of the Amer representative. The amount of Products forecasted for the first three (3) months shall constitute the firm order of Distributor for such Products, subject to acceptance by Amer pursuant to Section 6(a) hereof. Upon a showing of good cause, Distributor may modify such orders for Products as the need may arise provided such modifications are coordinated in advance with Amer. Amer agrees to use its commercially reasonable efforts to fill additional orders for Products.

Any terms or conditions stated in Distributor’s orders or Amer’s acceptance which are not consistent with this Agreement shall, unless otherwise agreed in writing by Amer, be null and void, but the effectiveness of such orders or acceptances shall not thereby be vitiated as to the remaining consistent terms and conditions.

(c) The Products shall be shipped F.O.B. Amer’s or any of Amer’s Affiliates’ or any of Amer’s contract manufacturers’ plant, distribution center or overseas source as communicated by Amer from time to time, or as stated in Amer’s documents relating to the particular shipment. The Distributor and/or the Country Distributor, as the case may be, shall provide Amer or any of Amer’s Affiliates the instructions or information relating to the shipment of the Products, including but not limited the carrier selected, names of the carrier and the relevant account number of the Distributor or Country Distributor with the said carrier within a reasonable period of time after acceptance of any order forecasted by Distributor pursuant to Section 6(b) hereof. Delivery dates shall be approximate and shall be computed from the date of acceptance of the order by Amer. Weights given shall be estimated weights. All typographical and clerical errors shall be subject to correction. Amer or Amer’s Affiliate undertakes to notify the Distributor or the relevant Country Distributor when the Products are ready for shipment and the Distributor or the relevant Country Distributor undertakes to instruct their appointed carrier for the transportation of the Products and take delivery of the Products accordingly.

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Amer shall in no event be obliged to make any delivery of Products if such delivery would constitute a violation of any laws, regulations, or policies of any of the relevant Countries or of the United States of America or of any political subdivision of either.

Amer's obligation to effect delivery of the Products shall be fully discharged, and all risk of loss or damage shall pass to Distributor when the Products are delivered to the above specified F.O.B point.

(d) All claims for defects or for shortages in the Products by the Distributor and/or the relevant Country Distributor shall be made in writing by Distributor only within forty-five (45) days of receipt of the Products by the Distributor and/or the relevant Country Distributor, as the case may be, in the relevant destination Country, and Amer shall respond thereto within forty-five (45) days. In the event of a rejection of any of the Products, risk of loss shall remain with the Distributor until the rejected Products are returned to the possession of Amer pursuant to Section 6(e) hereof, or are inspected in the relevant Country or proven to be unsatisfactory in an unequivocal manner.

(e) The Products shall not be returned by Distributor and/or the relevant Country Distributor without authorization and instructions from Amer, nor shall Amer accept returned Products except in accordance with such authorization and instructions.

(f) To the extent permissible under applicable laws, Distributor shall in each Contract Year make minimum total purchases of Products for the Territory from Amer having a Net Invoice Value in United States dollars as set forth in Schedule A.

There will be no carry-over or netting-off of any surplus beyond the minimum total purchases achieved for the previous Contract Year.

Purchases in respect of Products bearing the Trademarks but not purchased by Distributor from Amer (but only if such purchases are expressly approved by Amer) shall not be counted towards the computation of the abovementioned minimum total purchases. In the event the Distributor fails to achieve the aforesaid minimum total purchases as specified in Schedule A, then the parties shall in good faith discuss and reach an agreement on a set of revised minimum total purchases to be achieved by the Distributor for the current and upcoming Contract Year (provided that any such revised minimum total purchases shall not exceed the aggregate total CAGR specified in Schedule A). If the parties fail to reach an agreement on the revised minimum total purchases, Amer shall be entitled to terminate this Agreement at once by written notice to Distributor or in its absolute discretion to convert the status of the Distributor to a non-exclusive distributor in the Territory. Without prejudice to the generality of the foregoing, in the event that the Distributor fails to achieve at least half of the minimum total purchases for a particular Contract Year or fails to achieve the minimum total purchases consecutively for two (2) Contract Years, then Amer shall be entitled to terminate this Agreement at once by written notice to Distributor or in its absolute discretion to convert the status of the Distributor to a non-exclusive distributor in the Territory; provided, however, that if any failure to achieve the aforesaid minimum total purchases as specified in Schedule A is ascribable to the shipments of Products ordered by Distributor (according to the Distributor’s purchase plan) and subsequently accepted by Amer are delayed or not effected in the year in which they were scheduled, then Amer shall not be entitled to the rights prescribed in this paragraph.

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In the event that the Distributor’s total purchases of Products for the Territory exceeds the minimum total purchases for a particular Contract Year set out in Schedule A, Amer hereby agrees to grant a rebate to the Distributor for such Contract Year as calculated based on the value of the total purchases made by the Distributor in excess of the benchmark amount calculated as X below. The agreed percentage of the rebate for each Contract Year is further set out in Schedule A. By way of an illustration of the rebate mechanism:

X	=	benchmark amount equivalent to [***] of the aggregate RRP of the Products representing Amer’s total B2B Gross Sales in the Territory for the financial year ending 31 December 2023
Y	=	The Distributor’s total purchases of Products for the Territory for a particular Contract Year
Z	=	The percentage of rebate set out in Schedule A
Rebate to be received by Distributor	=	(Y-X) * Z

Example: 

“In year 2024, the Distributor makes a total purchase of Y, which exceeds X, being the benchmark amount ([***] of the aggregate RRP of the Products representing Amer’s total B2B Gross Sales in the Territory for the financial year ending 31 December 2023), then Amer shall grant to the Distributor a rebate of Z on the difference between the value of X and Y”

All payments of rebate for a particular Contract Year (if any) will be made by Amer to the Distributor by way of an issuance of credit note in favour of the Distributor in the following Contract Year (the Distributor may apply such credit note towards the settlement of payment for purchase orders at its sole and absolute discretion at any time within such following Contract Year) unless otherwise determined by Amer.

For the avoidance of doubt, any amount arising out of or in connection with the abovementioned credit note shall also be counted towards the Distributor’s total purchases of Products for the Territory for the relevant Contract Year.

Section 7 - No consequential Damages / Indemnity

(a) Amer will use its commercially reasonable efforts to fulfill orders. It is understood, however, that lead times will vary according to manufacturing and other conditions and that all delivery dates are estimated and accordingly, time of delivery shall not be of the essence. Under no circumstances shall Amer be liable, on account of delay or failure to deliver through or by virtue of its relation with Distributor and/or Country Distributor, for any special or consequential damages, whether based upon lost goodwill, lost resale profits, work stoppage, impairment of other goods, breach of contract, negligence, or otherwise.

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(b) The Distributor shall comply and secure each Country Distributor’s compliance with all laws and regulations as regards the distribution of the Products in the relevant Country. Distributor shall indemnify Amer and hold it harmless from any claims, demands, liabilities, suits, or expenses of any kind arising out of Distributor's and/or Country Distributor’s wrongful or improper conduct of its business, and these provisions shall survive the termination of this Agreement.

(c) Notwithstanding anything to the contrary in this Agreement, Amer shall not be liable to Distributor by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of this Agreement, for any consequential loss or damage (whether for loss of profit or otherwise and whether occasioned by the negligence of Amer or its employees or agents or otherwise) arising out of or in connection with any act or omission of Amer relating to the manufacture or supply of the Products, their resale by Distributor or their use by any customer.

Section 8 – Product Warranty

(a) The published warranty of Amer with respect to the Products, if any, is accepted by Distributor in lieu of all other warranties, express or implied, and shall be extended by Distributor to its customers. The Distributor shall further ensure that the published warranty is accepted by the Country Distributor(s) in lieu of all other warranties, express or implied, and shall be extended by the Country Distributor(s) to their respective customers. Amer reserves the right to change, at its sole option, the terms and conditions of the aforementioned warranty at any time, which change shall become effective immediately upon notice by Amer to Distributor.

(b) Immediately upon receipt of knowledge or notice that any person is asserting a claim for personal injury alleged to have been caused by a defect in the manufacture or design of any Product sold by Distributor in any of the Countries, Distributor shall notify Amer thereof in writing.

Amer at its option, shall either (1) take over and control the defense and/or settlement of such claim on Distributor's behalf at Amer's expense, or (2) reimburse Distributor for legal expenses reasonably incurred in its defence of such claim. Amer shall, in either event, hold Distributor harmless from any judgment or award rendered on such a claim. However, Amer shall not be responsible to Distributor for Distributor's consequential or incidental damages or business losses.

Amer's obligations under this subsection 8(b) are expressly contingent upon the required notice by Distributor being timely given.

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Section 9 - Trademarks and Copyrights

(a) Distributor acknowledges, and shall further procure the acknowledgement of the Country Distributor(s) of Amer's and/or any of Amer’s Affiliates’ exclusive right, title, goodwill and interest in and to any Trademarks and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, goodwill and interest. In connection with any reference to the Trademarks, Distributor shall not and shall ensure that the Country Distributor shall not in any manner represent that it has any ownership interest in the Trademarks or registration(s) thereof, and the Distributor acknowledges, and shall further procure the acknowledgement of the Country Distributor(s) that no action by it or on its behalf shall create in Distributor's and/or Country Distributor’s favor any right, title, goodwill or interest in or to the Trademarks.

Distributor recognizes, and shall procure that the Country Distributor(s) recognize the validity of Amer's and/or any of Amer’s Affiliates’ copyright in any of their written material or packaging of the Products, and further recognizes Amer's and/or any of Amer’s Affiliates’ exclusive right to copyright protection and/or registration of any translation of any advertising, promotional, or descriptive material furnished to Distributor and/or the Country Distributor(s) by Amer and/or any of Amer’s Affiliates.

(b) Distributor shall ensure that each reference to and use of any of the Trademarks by Distributor and/or the Country Distributor(s) is at all times in a manner approved by Amer and accompanied by an acknowledgement, in a form approved by Amer, that the same is a Trademark (or registered Trademark) of Amer and/or any of Amer’s Affiliates.

(c) Distributor undertakes that when referring to the Trademarks, it will diligently comply with all laws pertaining to Trademarks at any time in force in the Territory and shall further ensure the compliance of the Country Distributor(s) with this Section. This provision includes compliance with marking requirements.

(d) Distributor shall promptly and fully notify Amer of any apparent, actual, threatened or suspected infringements, imitations, illegal use, or misuse of the Intellectual Property of Amer and/or any of Amer’s Affiliates which come to Distributor's attention, whether as notified by the Country Distributor(s) or otherwise. Distributor furthermore agrees that it shall not and shall ensure that the Country Distributor(s) shall not at any time take any action in Courts, administrative agencies, or otherwise to prevent the infringement, imitation, illegal use, or misuse of the Intellectual Property of Amer and/or any of Amer’s Affiliates without the written consent of Amer, it being clearly understood by Distributor that such action falls wholly within the authority of Amer and/or any of Amer’s Affiliates’ as sole owner of the Intellectual Property.

(e) Distributor undertakes to, and where relevant, shall procure that the Country Distributor(s), fully and without any reservation whatsoever to render to Amer and/or any of Amer’s Affiliates at any time during or after the Term of this Agreement all assistance in connection with any matter pertaining to the protection of the Intellectual Property of Amer and/or any of Amer’s Affiliates whether in the Courts, administrative agencies or otherwise, and to make promptly available to Amer, its representatives, and attorneys all of Distributor's and/or Country Distributor(s)’ files, records, and other information pertaining to the advertising, promotion, distribution, and sale of the Products.

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(f) Distributor agrees and undertakes that it will not at any time whether during or after the Term of this Agreement, adopt, use, or register without Amer's prior written consent, any work or symbol or combination thereof which is similar to any of the Trademarks. In no event shall Distributor use such work, symbol, or combination thereof in any language or form in its trade name (whether or not registered) or corporate name. The Distributor shall further procure the compliance of the Country Distributor(s) with this Section.

(g) Distributor and any Country Distributor shall not modify any Products or Trademarks used on the Products by Amer or the Amer Affiliate; including that Distributor agrees it will not, and shall ensure that the Country Distributor(s) will not alter, deface, remove, coverup, or mutilate in any manner whatsoever, any Trademark, serial or model number, brand, or name which Amer and/or any of Amer’s Affiliates may attach or affix to the Products.

The Distributor shall, and shall further ensure that the Country Distributor(s) only use the Trademarks for the purposes set out in this Agreement. Each and every use of any of the Trademarks by the Distributor and/or Country Distributor shall comply with “Brand Guidelines” on the use of Trademarks and other Intellectual Property as published by Amer or its Affiliate(s) from time to time. A copy of the Brand Guidelines is available on request. Distributor shall provide, or shall procure that the Country Distributor(s) provide Amer, in a timely manner, with five (5) copies of each and every approved use of the Trademarks, including advertising and promotional materials for Amer records.

(h) Immediately upon receipt of knowledge or notice that any person claims infringement of trademark or other intellectual property rights arising out of the sale of Products by Distributor and/or Country Distributor(s) in the Territory in compliance with this Agreement, Distributor shall notify Amer thereof in writing.

Amer at its option, shall either (1) take over and control the defense and trial and/or settlement of such claim on Distributor's or Country Distributor(s)’ behalf at Amer's expense, (2) reimburse Distributor or Country Distributor(s) for legal expenses reasonably incurred in its defense of such claim, or (3) propose a commercially reasonable alternative for the resolution of the matter in dispute. Amer shall, in either event, hold Distributor or Country Distributor(s) harmless from any judgement or award rendered on such a claim. However, Amer shall not be responsible to Distributor or Country Distributor(s) for their indirect, consequential or incidental damages (including but not limited to loss of profit) or business losses.

Amer's obligations under this subparagraph (h) are expressly contingent upon the required notice by Distributor being timely given.

(i) Distributor acknowledges and agrees that it shall not, without a written license from Amer, use Amer’s names, trademarks, or copyrights in any domain names or other universal resource locators. Distributor agrees to assign, or, upon Distributor’s failure to assign, to authorize the applicable web site registrar or other domain name registration authority to assign, to Amer any domain name registered for by Distributor that uses Amer’s names, trademarks, or copyrights in violation of this provision. Distributor agrees to indemnify Amer from and against any and all costs, damages, or liabilities, including but not limited to Amer’s attorney’s fees, incurred by Amer in the enforcement this provision. The foregoing terms shall also apply to each Country Distributor and Distributor shall cause each Country Distributor to comply with the terms set forth in this Section.

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Section 10 - Reports

Where permitted by law, Distributor shall furnish to Amer the monthly sell through data of the Products in such manner and format and with such details as Amer may specify from time to time for each Country.

Section 11 – Term and Termination

(a) This Agreement shall take effect as of 1 January 2024 and shall continue to be in effect for a period of three (3) years, expiring on 31 December 2026 unless sooner terminated as provided herein. Upon the expiry of the said three (3) years period, this Agreement shall automatically be renewed for a further two (2) years period on the same terms and conditions set out in this Agreement unless either party serves a written notice to the other party of its intention not to renew this Agreement at least ninety (90) days prior to the expiry date of the initial three (3) years period.

(b) Upon the happening of any one or more of the following events, in addition to all other rights and remedies available to it, Amer shall have the right to cancel and terminate this Agreement at once by written notice to Distributor pursuant to Section 17 hereof.

(i) The failure of Distributor to perform or comply with any one or more of any of the terms or conditions of this Agreement if not remedied within thirty (30) days after formal notification of the failure.

(ii) Any change of control (for the purpose of this clause, “change of control” means ANTA Sports Products Limited ceasing to own, directly or indirectly, over 50% of the voting rights in Distributor), sale, transfer, change of ownership or other disposition, whether by operation of law or otherwise of Distributor, without the prior written consent of Amer, which in its absolute and unqualified discretion may be withheld:

a)            of all or part of Distributor’s business.

b) if Distributor is a share corporation or analogous enterprise, of any or all of Distributor’s issued and outstanding stock, shares or other securities, with or without voting rights, or certificates of indebtedness with voting rights; or of any or all of Distributor’s unissued stock or shares; or the issue or reissue of any or all issued stock or shares; or the issue or reissue of any or all of the foregoing; or the issuance of any new stock, shares or securities, with or without voting rights, or certificates of indebtedness with voting rights.

(iii) The insolvency of Distributor or the assignment by Distributor for the benefit of creditors; or the filing of a voluntary bankruptcy, judicial liquidation, or reorganisation petition by Distributor; or the appointment of a receiver, liquidator or judicial administrator, or a trustee for Distributor, of any part or interest of its business, or the dissolution of the Distributor for any cause whatsoever, or the cessation of business of the Distributor for any cause whatsoever.

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(iv) The loss of Distributor’s management, or control by Distributor of its distribution business by virtue of any law, decree, order, rule, regulation, ordinance or any other cause.

(v) Loss, suspension or impairment of Distributor’s authority to exist as a corporation or transact business in the Territory or any subdivision thereof, or a violation of the warranty stated in Section 15(c) hereof not cured within thirty (30) days.

(vi) The discontinuance of the sale of the Products by Distributor, for any reason.

(vii) Inability or failure of Distributor to make payments in United States currency (or any other currency as may be stipulated by Amer), as required under this Agreement, and any inability of Distributor to perform its obligations hereunder.

(viii) Any action or course of dealing involving Distributor or the Country Distributor(s) or any of their officers or directors which would be a violation of laws relating to business if committed in the United States, regardless of its legality in the relevant Country.

(ix) The existence of any actual or threatened legal action against the Distributor which in Amer’s opinion may:-

(a) affect the goodwill and reputation of Amer, its Products, its brands, or its Affiliates; and/or

(b) affect Distributor’s ability to perform its obligations under this Agreement or to promote the interests of Amer, its Products, its brands, and its Affiliates.

(xi) If, in the reasonable opinion of Amer, Distributor should at any time fail to promote vigorously the use and sale of Products or secure full coverage therefor in any part of the Territory.

(xii) If there is any breach or deemed breach of Section 2(i) above or if Amer has reason to believe that there has been such a breach of Section 2(i) above.

(xiii) The failure of the Distributor to comply with any payment terms or obligations under this Agreement or to take or effect delivery of the Products which have been ordered by the Distributor pursuant to this Agreement.

(c) This Agreement shall automatically terminate at once without notice with respect to any Country upon the enactment of a law, decree, or regulation by any governmental unit within such Country which would impair or restrict the right of Amer to terminate or elect not to renew this Agreement or provide for the payment of penalties or indemnities therefor, or prevent the sales of the Products in such Country, or for other Force Majeure causes making distribution under this Agreement impracticable or illegal.

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Section 12 – Rights and Obligations Upon Termination

Upon termination of this Agreement:

(a) Neither party shall be liable for compensation or consequential damages of any kind, whether on account of the loss of present or prospective profits, or anticipated sales, expenditures, investments, or commitments made in connection with this Agreement, except that Amer shall at all times be entitled to full payment for Products sold to Distributor and responsible for payments required to be made to Distributor herein, if any, prior to such termination.

(b) Distributor shall return to Amer any unused promotional materials supplied by Amer. The cost of shipping shall be borne by Amer if the method and cost of the return are approved in advance by Amer.

(c) Distributor shall at once cease all use of the Amer name and Trademarks and cease representing itself as Amer’s Distributor.

(d) Distributor shall, after expiration or termination, allow Amer at Amer’s sole option to repurchase any or all of Distributor’s inventories of Products at Distributor’s landed cost. However, Amer shall have absolutely no obligation to do so. For a period of six (6) months after such expiration or termination, Distributor shall have the right to sell its inventories of Products if Amer does not repurchase them. Distributor’s right to sell its inventories of Products as provided above shall expire at the end of the said six (6) months.

(e) Distributor shall ensure that the Country Distributors comply with the above obligations as well.

(f) Subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.

Section 13 – Competitive Products

With the exception of arrangements which Distributor currently has as of the date of this Agreement and which Distributor has fully disclosed to Amer in Exhibit A attached hereto and by this reference made part thereof, Distributor shall refrain from promoting, selling or offering for sale, either directly or indirectly through a person or an entity directly or indirectly owning an equity interest in Distributor or in which Distributor directly or indirectly owns any equity interest during the life of this Agreement any goods or articles which compete with Amer Products or business without Amer’s prior written consent. Distributor shall keep Amer fully informed as to information in the possession of Distributor respecting products competitive with the Products including promotional literature and new product information.

In each instance, the Distributor shall ensure that each Country Distributor complies with this Section 13 and shall work in consultation with Amer for every exception of arrangements applicable to each Country Distributor.

Section 14 – Modification and Waiver

The failure or delay by Amer to enforce at any time or from time to time any one or more of the terms or conditions of this Agreement shall not be a waiver of any such term or condition or of Amer’s right thereafter to enforce each and every term or condition of this Agreement. No modification or waiver of any term or condition and no consent by Amer to any departure therefrom by Distributor shall be effective unless such modification or waiver shall be in writing and signed by a duly authorised officer of Amer and the same shall then be effective only for the period and on the conditions and for the specific instances and purposes specified in such writing. No notice to or demand upon Distributor in any instance shall entitle Distributor to any other or further notice or demand in similar or other circumstances.

15 

Section 15 – Governmental Authorisations

(a) During the Term of this Agreement Distributor shall, at its own cost and expense and without any cost or expense to Amer, obtain and maintain all necessary and appropriate governmental authorisations and permissions required to effect the labelling, promotion, purchase and resale and use of the Products in the relevant Country contemplated by this Agreement including without limitation all import and customs licenses and permits for the shipment of the Products or of any Products in the relevant Country without any responsibility on the part of Amer for any such permits and licenses. Amer shall co-operate with Distributor in obtaining such authorisations and permissions.

(b) Amer and/or its Affiliates are subject to various laws and regulations governing the export of products and technology and the conduct of international business. Distributor agrees that it will not directly or indirectly engage in any acts which would constitute a violation of such laws or regulations, particularly where notified of such laws by a local Country or by Amer.

(c) Distributor warrants to Amer that it is a corporation, duly and validly organised and existing in compliance with all laws of the relevant Country, where so required, and that each Country Distributor is authorized to do business in accordance with this Agreement in its Country.

Section 16 – Force Majeure

Neither Distributor nor Amer shall be liable for loss, damage, detention, delay, or failure to deliver all or any part of the goods resulting from causes beyond its control, including, but not limited to, acts of God, fires, strikes, insurrection or riots, embargoes, sanctions, car shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any country including the Countries and any other civil or military authority nor in any event for consequential damages.

Section 17 – Notices

(a) Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in English and shall be satisfactory if delivered by electronic mail and in any case upon receipt of an acknowledgement by the recipient or delivered personally, or sent by courier, cable or fax and in any case confirmed by registered or certified mail, return receipt requested, addressed to Amer as follows:

Amer Sports Malaysia Sdn Bhd 

Unit 6-1, Level 6, Tower 6, UOA Business Park, 

No. 1 Jalan Pengaturcara U1/51A, Seksyen U1,

40150 Shah Alam, Selangor, Malaysia

and to Distributor as follows:

Avid Sports Singapore Pte. Ltd. 

3 Anson Road, #24-02 

Springleaf Tower 

Singapore 079909

Any change in these addresses shall be delivered to the other party in the same manner as notice is given under this section.

(b) Nothing contained herein shall justify or excuse failure to give oral notice for the purpose of informing the other party thereof when prompt notification is appropriate, but such oral notice shall not satisfy the requirement of written notice.

16 

Section 18 – Assignment, etc

Except as otherwise provided in this Agreement, Distributor shall not sell, assign, transfer, pledge, mortgage, lease, license or in any manner encumber or dispose, in whole or in part, this Agreement, or agree to do any of the foregoing, nor shall this Agreement or any right or interest hereunder pass by operation of law, or otherwise, without Amer’s prior written consent. Amer’s right to withhold its consent shall be absolute and unqualified. Distributor shall not assign any rights herein to any Country Distributor; rather, a Country Distributor’s rights are only derivative of the Distributor’s rights. All sub-distribution rights granted by Distributor to Country Distributors shall be expressly subject to termination or limitation as such rights may be terminated or limited under this Agreement between Amer and Distributor.

Section 19 – No Agency

Nothing in this Agreement shall create or be deemed to create any relationship of agency, partnership or joint venture and Distributor will assume all responsibility and liability for and will indemnify, defend and hold Amer harmless from any loss, injury or damage resulting from or claimed to result from acts or omissions on the part of Distributor, and Country Distributor, and their respective officers, directors, agents, employees and customers.

Distributor agrees that in all matters relating to this Agreement it shall be acting as an independent contractor and shall bear all of its expenses in connection with this Agreement. It shall not have any authority to assume or create any obligation, express or implied, on behalf of Amer. Distributor shall not make quotations or write letters over the name of Amer but in every instance shall use its own name.

Section 20 – Entire Agreement

This Agreement expresses fully the understanding between the parties and all prior agreements, representations, understandings, appointments or licenses, oral or written, are hereby expressly cancelled. This Agreement may be modified only in writing signed by both Distributor and Amer. The date of the execution by Amer shall be deemed to be the effective date of this Agreement.

17 

Section 21 – Severability

Should any section, sentence, provision, paragraph or part of this Agreement, for any reason whatsoever, be adjudged by any court of competent jurisdiction, or be held by any other competent authority in the relevant Country having jurisdiction in the premises, to be invalid, unenforceable or illegal, such judgement or holding shall not affect, impair or invalidate the remainder of this Agreement but shall be confined in its operation to the section, sentence, provision, paragraph or part of this Agreement directly involved in the matter, controversy or proceeding in which such judgement, holding, finding or ruling shall have been rendered, and the remainder of this Agreement shall remain in full force in effect.

Section 22 – Rights and Remedies Cumulative

No right or remedy herein conferred upon either party is intended to be exclusive of any other right or remedy contained herein or contained in any invoice or other instrument or document delivered to Distributor. Every such right or remedy shall be cumulative and shall be in addition to every other such right and remedy contained herein and therein, whether now or hereafter existing at law or in equity or by statute, or otherwise.

Section 23 – Article Titles

The titles of the articles of this Agreement have been inserted only for ease of reference and shall have no bearing on the construction and interpretation of this Agreement.

Section 24 – Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be original and all of which shall together constitute one and the same agreement.

Section 25 – Governing Law

This Agreement shall be governed by the laws of Malaysia and the parties hereby submit to the exclusive jurisdiction of the Courts of Malaysia residing at Kuala Lumpur.

---- rest of page intentionally blank ---

18 

IN WITNESS WHEREOF the parties have caused this Agreement to be executed in duplicate in the English Language.

SIGNED by	)
	)
for and on behalf of	)
Amer Sports Malaysia Sdn Bhd	)
in the presence of :-	)
		Name:
		NRIC/Passport No.:
		Title:
		Date:

Witness

Name:

NRIC/Passport No.

Title:

Date:

SIGNED by	)
	)
for and on behalf of	)
Avid Sports Singapore Pte. Ltd.	)
in the presence of :-	)
		Name:
		NRIC/Passport No.:
		Title:
		Date:

Witness

Name:

NRIC/Passport No.

Title:

Date:

19 

EX-21.1

Exhibit 21.1

Subsidiaries of Amer Sports, Inc.

Name of Subsidiary	Jurisdiction of Incorporation
Amer Sports Holding (HK) Limited	China
Amer Sports Holding 3 Oy	Finland
Amer Sports Holding 2 Oy	Finland
Amer Sports Holding 1 Oy	Finland
Amer Sports Holding Oy	Finland
Amer Sports Corporation	Finland
Amer Industries EEU SRL	Romania
Amer Sports (China) Co. Ltd.	China
Shanghai Wilson Sporting Goods Co.	China
Amer Sports Digital Services Oy	Finland
Amer Sports Europe GmbH	Germany
Amer Sports Czech Republic s.r.o.	Czech Republic
Amer Sports Deutschland GmbH	Germany
Amer Sports Europe Services GmbH	Germany
Amer Sports Export GmbH	Germany
Amer Sports Spain, S.A.	Spain
Amer Sports UK Services Limited	United Kingdom
Amer Sports UK Limited	United Kingdom
Amer Sports International Oy	Finland
Amernet Holding B.V.	Netherlands
Amer Sports Asia Services Limited	China

Amer Sports B.V., Leusden	Netherlands
Amer Sports Canada Inc.	Canada
Amer Sports European Center AG	Switzerland
Amer Sports HK Limited	China
Amer Sports Macau Sociedade Unipessoal	China
Amer Sports Shanghai Trading Ltd.	China
Shanghai Amer Sports Operations	China
Amer Sports Holding GmbH	Austria
Amer Sports Austria GmbH	Austria
Amer Sports Bulgaria EOOD	Bulgaria
Amer Sports Danmark A.p.S.	Denmark
Amer Sports Financial Shared Service Sp. z o.o.	Poland
Amer Sports Italia S.p.A.	Italy
Amer Sports Luxembourg S.a r.l.	Luxemburg
Amer Sports Norge A/S	Norway
Amer Sports Poland Sp. z o.o.	Poland
Atomic Austria GmbH	Austria
ZAO Amer Sports	Russia
Amer Sports Netherlands B.V.	Netherlands
Amer Sports Sourcing Ltd	China
Amer Sports Sourcing (Shenzhen) Limited	China
Amer Sports Sverige AB	Sweden
Amer Sports Vietnam Limited	Vietnam
Peak Performance Canada Inc.	Canada

2

SSO Portugal, Unipessoal LDA	Portugal
Amer Sports Company	United States
Albany Sports Co.	United States
Amer Sports Portland Design Center, Inc.	United States
Amer Sports Ski Acquisition Company	United States
Amer Sports U.S. Financing LLC	United States
Amer Sports Winter & Outdoor Company	United States
ENVE Composites LLC	United States
Wilson Sporting Goods Co.	United States
Amer Sports Australia Pty Ltd	Australia
Amer Sports Brazil LTDA.	Brazil
Amer Sports Japan, Inc.	Japan
Amer Sports Korea, Ltd.	South Korea
Amer Sports Malaysia Sdn Bhd	Malaysia
Wilson Sporting Goods Co. de Mexico, S.A. de C.V.	Mexico
Amer Sports Holding S.A.S.	France
Amer Sports France S.A.S.	France
Salomon S.A.	France
Amer Sports SA	Switzerland
Amer Sports RO s.r.l.	Romania
Amer Sports Suomi Oy	Finland
Amerintie 1 Oy	Finland
Amernet Holding Sverige AB	Sweden
Peak Performance Production AB	Sweden
Amer Sports Belgium NV	Belgium

3

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated August 11, 2023, with respect to the consolidated financial statements of Amer Sports, Inc. and subsidiaries included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG AB

Stockholm, Sweden

January 4, 2024

EX-99.1

Exhibit 99.1

Consent of Director Nominee

Amer Sports, Inc. (the “Company”) has filed a Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s initial public offering of ordinary shares. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

By:	/s/ Bi Mingwei
Name:	Bi Mingwei
Date:	January 4, 2024

EX-99.2

Exhibit 99.2

Consent of Director Nominee

Amer Sports, Inc. (the “Company”) has filed a Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s initial public offering of ordinary shares. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

By:	/s/ Shizhong Ding
Name:	Shizhong Ding
Date:	January 4, 2024

EX-99.3

Exhibit 99.3

Consent of Director Nominee

Amer Sports, Inc. (the “Company”) has filed a Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s initial public offering of ordinary shares. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

By:	/s/ Bruno Sälzer
Name:	Bruno Sälzer
Date:	January 4, 2024

EX-99.4

Exhibit 99.4

Consent of Director Nominee

Amer Sports, Inc. (the “Company”) has filed a Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s initial public offering of ordinary shares. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

By:	/s/ Catherine Spear
Name:	Catherine Spear
Date:	January 4, 2024

EX-99.5

Exhibit 99.5

Consent of Director Nominee

Amer Sports, Inc. (the “Company”) has filed a Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s initial public offering of ordinary shares. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

By:	/s/ Carrie Teffner
Name:	Carrie Teffner
Date:	January 4, 2024

EX-99.6

Exhibit 99.6

Consent of Director Nominee

Amer Sports, Inc. (the “Company”) has filed a Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s initial public offering of ordinary shares. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

By:	/s/ Dennis J. (Chip) Wilson
Name:	Dennis J. (Chip) Wilson
Date:	January 4, 2024

EX-99.7

Exhibit 99.7

Consent of Director Nominee

Amer Sports, Inc. (the “Company”) has filed a Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s initial public offering of ordinary shares. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

By:	/s/ Xiong Ling
Name:	Xiong Ling
Date:	January 4, 2024

EX-99.8

Exhibit 99.8

Consent of Director Nominee

Amer Sports, Inc. (the “Company”) has filed a Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s initial public offering of ordinary shares. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

By:	/s/ Jie (James) Zheng
Name:	Jie (James) Zheng
Date:	January 4, 2024

EX-99.9

Exhibit 99.9

Consent of Director Nominee

Amer Sports, Inc. (the “Company”) has filed a Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s initial public offering of ordinary shares. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

By:	/s/ Kin Wah Stephen Yiu
Name:	Kin Wah Stephen Yiu
Date:	January 4, 2024

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

FORM F-1

(Form Type)

Amer Sports, Inc.

(Exact Name of Registrant as Specified in the Articles of Association)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Share

Maximum Aggregate Offering Price(1)(2)

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid In Connection With Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to be Paid

Equity

Ordinary Shares, par value EUR 0.10 per share

457(o)

--

--

$100,000,000

$147.60 per $1,000,000

$14,760

Fees Previously Paid

Total Offering Amounts

$100,000,000

Total Fees Previously Paid

$0

Total Fee Offsets

$0

Net Fee Due

$14,760

(1) Includes offering price of additional shares that the underwriters have the option to purchase.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.