Amer Group Plc's Annual General Meeting held today received and adopted the Report of the Board of Directors and the 2000 financial statements. The AGM granted the members of the Board of Directors and the Company's President discharge from liability. In addition, the AGM approved the Board's dividend proposal and the proposal to purchase and dispose of the Company's own shares. The AGM also approved the Board's proposal to reduce the share capital by cancelling 633,000 of the Company's own shares as well as an amendment to the Articles of Association relating to the period of notice.
2000 financial review
Mr Roger Talermo, President & CEO, addressed the AGM, summarising 2000's financial statements. In his review Mr Talermo discussed last year's results, the development of the sporting goods industry worldwide and the Company's new financial targets. When discussing the Company's future prospects he stated that Amer Group now aims to become the leader in the global sporting goods equipment market within 3-4 years. The Group's objective is to also perform well in 2001.
Dividend
The AGM adopted the Board's proposal to distribute a dividend of EUR 1.00 a share in respect of the 2000 financial year. The record date is 13 March, and the dividend will be paid on 19 March 2001.
Board of Directors
The number of members of the Board of Directors was resolved to be seven. Mr Pekka Kainulainen and Mr Roger Talermo, whose term was scheduled to expire were both re-elected for the term 2001-2003. The other Board members, Mr Ilkka Brotherus (term 2000-2002), Mr Felix Björklund (term 1999-2001), Mr Tauno Huhtala (term 1999-2001), Mr Tuomo Lähdesmäki and Mr Timo Maasilta (term 2000-2002) will continue as Board Members.
At its first meeting the new Board of Directors elected Mr Pekka Kainulainen as Chairman and Mr Tauno Huhtala as Vice Chairman, respectively.
Auditors
SVH Pricewaterhouse Coopers Ltd., Authorised Public Accountants, were elected Auditors of the Company.
Proposal to reduce the Company's share capital
The AGM adopted the Board's proposal to reduce the Company's 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 2,532,000. The number of shares will be reduced by 633,000, and the cancellation will relate only to the Company's own shares held by the Company.
Proposal to purchase and dispose of the Company's shares
The AGM adopted the Board's proposal dated 7 February to purchase, to dispose of and to sell the Company's own shares. The Board of Directors may also propose that the acquired shares be cancelled by decreasing the share capital. The authorisations are limited to the amount of shares, the accounted counter-value of which is a maximum of 5% of the Company's registered share capital.
The authorisations to purchase, dispose of and sell the shares are effective until the 2002 Annual General Meeting, however, for a maximum period of one year from the date of the Annual General Meeting at which they were approved.
Amendment to the Articles of Association
The AGM approved the proposed amendment to paragraph 9 of the Articles of Association, according to which the notice of the General Meeting shall be communicated to shareholders not earlier than two months and not later than 17 days prior to the date of the General Meeting.
AMER GROUP PLC
Communications Department
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 Roger Talermo, President & CEO, Tel. +358 9 7257 8210
Mr Pekka Paalanne, Senior Vice President & CFO, Tel. +358 9 7257 8212
2000 financial review
Mr Roger Talermo, President & CEO, addressed the AGM, summarising 2000's financial statements. In his review Mr Talermo discussed last year's results, the development of the sporting goods industry worldwide and the Company's new financial targets. When discussing the Company's future prospects he stated that Amer Group now aims to become the leader in the global sporting goods equipment market within 3-4 years. The Group's objective is to also perform well in 2001.
Dividend
The AGM adopted the Board's proposal to distribute a dividend of EUR 1.00 a share in respect of the 2000 financial year. The record date is 13 March, and the dividend will be paid on 19 March 2001.
Board of Directors
The number of members of the Board of Directors was resolved to be seven. Mr Pekka Kainulainen and Mr Roger Talermo, whose term was scheduled to expire were both re-elected for the term 2001-2003. The other Board members, Mr Ilkka Brotherus (term 2000-2002), Mr Felix Björklund (term 1999-2001), Mr Tauno Huhtala (term 1999-2001), Mr Tuomo Lähdesmäki and Mr Timo Maasilta (term 2000-2002) will continue as Board Members.
At its first meeting the new Board of Directors elected Mr Pekka Kainulainen as Chairman and Mr Tauno Huhtala as Vice Chairman, respectively.
Auditors
SVH Pricewaterhouse Coopers Ltd., Authorised Public Accountants, were elected Auditors of the Company.
Proposal to reduce the Company's share capital
The AGM adopted the Board's proposal to reduce the Company's 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 2,532,000. The number of shares will be reduced by 633,000, and the cancellation will relate only to the Company's own shares held by the Company.
Proposal to purchase and dispose of the Company's shares
The AGM adopted the Board's proposal dated 7 February to purchase, to dispose of and to sell the Company's own shares. The Board of Directors may also propose that the acquired shares be cancelled by decreasing the share capital. The authorisations are limited to the amount of shares, the accounted counter-value of which is a maximum of 5% of the Company's registered share capital.
The authorisations to purchase, dispose of and sell the shares are effective until the 2002 Annual General Meeting, however, for a maximum period of one year from the date of the Annual General Meeting at which they were approved.
Amendment to the Articles of Association
The AGM approved the proposed amendment to paragraph 9 of the Articles of Association, according to which the notice of the General Meeting shall be communicated to shareholders not earlier than two months and not later than 17 days prior to the date of the General Meeting.
AMER GROUP PLC
Communications Department
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 Roger Talermo, President & CEO, Tel. +358 9 7257 8210
Mr Pekka Paalanne, Senior Vice President & CFO, Tel. +358 9 7257 8212