Amer Group proposes cencelling recently purchased shares and seeks authorisation to purchase and dispose of its own shares

The Board's proposal to reduce the share capital concern the cancellation of 633,000 of its own shares recently purchased and held by the Company. The Board of Directors also proposes to seek an authorisation to purchase and dispose of shares in the Company for the purpose of improving the Company's capital structure, for use as payment when the Company purchases assets related to its business operations, and as payment in any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. The Board may also propose that the acquired shares be cancelled by decreasing the share capital. The total amount of shares to be purchased is limited to 5% of the total number of shares in issue. Purchases of any shares shall be funded from the Company's distributable non-restricted equity only.

The authorisation is intended to be valid for a maximum period of one year, until the Annual General Meeting in 2002.

The Board of Directors also proposes an amendment to paragraph 9 of the Articles of Association regarding the notice of Annual General Meeting.

The detailed contents of the Board's proposal are attached.


AMER GROUP BOARD OF DIRECTORS' PROPOSALS TO ANNUAL GENERAL MEETING

Amer Group Plc's Board of Directors proposes to the Annual General Meeting, scheduled to convene on 7 March 2001 the following:

The Board of Directors' proposal to reduce the share capital

The aim of reducing the share capital is to cancel the shares recently purchased and held by the Company. The share capital of the Company, EUR 98,842,080 will be reduced by EUR 2,532,00.

The share capital will be reduced by cancelling the Company's own shares held by the Company without payment.

The number of shares will be reduced by 633,000. The cancellation will relate only to the Company's own shares held by the Company.

The purchase price of the shares will be deducted from the distributable shareholder's equity. The restricted shareholders' equity of the company will not be reduced, since the nominal value of the cancelled shares will be transferred from the share capital into a premium fund.

The reduction of the share capital will not have any significant impact on the breakdown of shareholdings and votes in the Company.

The Board of Directors' proposal to authorise the Board to purchase the Company's own shares on the following conditions:

(a) The shares may be acquired to improve the Company's capital structure and for use as payment when the Company purchases assets related to its business operations and as payment in respect of any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. The Board of Directors may also propose that the acquired shares be cancelled by decreasing the share capital.

(b) The authorisation is limited to the amount of shares, the accounted counter-value of which is a maximum of 5% of the Company's registered share capital.

(c) The shares shall be purchased in accordance with the decision of the Board Directors at the market price quoted for them during normal stock market trading hours on the Helsinki Exchanges at the time of any purchase. The shares shall be paid for in accordance with the guidelines stipulated by the Helsinki Exchanges and the rules of the Finnish Central Securities Depositary Ltd.

(d) Since the authorisation is limited to a maximum of 5% of the total number of shares in issue and votes thereon and the Company has one class of shares only, the purchase of shares will not have a significant impact on the allotment of shares and votes in the Company.

(e) The shares will be purchased with distributable funds, and an acquisition will decrease the Company's unrestricted equity available for distribution.

(f) The share purchase authorisation is effective until the 2002 Annual General Meeting, however the maximum period is one year from the date of the Annual General Meeting at which it is approved.

The Board of Directors is authorised to decide on the disposal of the Company's own shares on the following conditions:

(a) The authorisation is limited to the amount of own shares, the accounted counter-value of which is a maximum of 5% of the Company's registered share capital.

(b) The Board of Directors is authorised to decide to whom and in which order the acquired shares shall be disposed of. The Board may decide to place the shares in a proportion deviating from existing shareholder's pre-emptive rights.

(c) The shares will be used in payment for any purchases of assets related to the Company's business operations and any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. Moreover, the Board requests an authorisation to dispose of the shares in the stock market in order to raise funds for the Company to finance investments and possible corporate acquisitions.

(d) The shares will be disposed of at the minimum price quoted for them at the time of public trading.

(e) This authorisation is effective until the date of the 2002 Annual General Meeting, however, the maximum period is one year from the Meeting at which it is approved.

The Board of Directors' proposal to amend paragraph 9 of the Articles of Association regarding the notice of the Annual General Meeting

9 Paragraph Notice of General Meeting

The General Meeting shall be convened by the Board of Directors.

The notice of the General Meeting shall be communicated to shareholders by means of advertisements in at least two daily newspapers which appear in Helsinki and which have been determined by the Board of Directors, not earlier than two (2) months and not later than seventeen (17) days prior to the date of the General Meeting.



AMER GROUP PLC
Communications


Marja-Leena Simola
Vice President, Communications
Tel. +358 9 7257 8306
Fax: +358 9 791 385
E-mail: marja-leena.simola@amer.fi
www.amer.fi

For further information, please contact:
Mr Pekka Paalanne, Senior Vice President & CFO, tel. +358 9 7257 8212
Mr Jari Melgin, Corporate Treasurer, tel. +358 9 7257 8233