The number of C warrants in issue is 340,000. The share subscription will start on 1 January 2003. Each warrant entitles its holder to subscribe for one Amer Group Plc share. The share subscription price for a warrant is currently EUR 16.65 per share. The dividends payable annually shall be deducted from the subscription price.
Amer Group Plc's 1998 A warrants have been traded on the main list since 25 June 2001. B warrants were introduced to the main list and combined with the A warrants on 11 January 2002. The subscription period for 1998 warrants will end on 31 March 2004. 1998 warrants were entered in to the Finnish automated book-entry securities system in 2001.
ENCLOSURE
I Warrant terms
1. Number of warrants
The number of warrants issued will be 850,000, which entitle to subscribe for a maximum of 850,000 Amer Group Plc A shares.
2. Warrant certificates
Amer Group Plc will issue a maximum of 850,000 warrant certificates made out to a specified person. Of these warrants certificates 255,000 will be marked with the letter A, 255,000 with the letter B and 340,000 with the letter C.
The persons to which warrants will be issued will be notified in writing by the Company about the issue of warrants. The warrant certificates will be kept by the Company until the start of the relevant subscription period. The warrant holder shall have the right to receive the warrant certificates at the start of the relevant subscription period.
3. Right to warrants
The warrants shall, with deviation from the shareholders' pre-emptive right to subscription be issued to key personnel employed by the Amer Group and to a subsidiary of Amer Group Plc. It is proposed that the shareholders' pre-emptive right to subscription be disapplied, since the warrants are intended to form part of the incentive program for the key personnel.
4. Distribution of warrants
The Board of Directors decides upon the distribution of the warrants. Warrants shall be issued to the subsidiary selected by the Board of Directors of Amer Group Plc to the extent that these are not issued to the key personnel of Amer Group Plc.
5. Transfer of warrant certificates and obligation to offer warrant certificates
The warrant certificates are freely transferable when the relevant share subscription period has begun. The Board of Directors may, as an exception to the above, permit the transfer of a warrant certificate also at an earlier date.
Should a subscriber cease to be employed by the Amer Group before 1 April 2003 for any other reason than retirement or death, then such person shall without delay offer to the Company free of charge those warrant certificates for which the share subscription period in accordance with Section II.2 had not begun at the last day of such person's employment.
The subsidiary of Amer Group Plc may not use the warrants for subscription nor transfer them to others but to the key personnel according to a decision by the Board of Directors.
II Terms and conditions of the share subscription
1. Right to subscribe for new shares
Each warrant certificate entitles its holder to subscribe for one Amer Group A share with a nominal value of FIM 20. As a result of the subscriptions the share capital of Amer Group Plc may be increased by a maximum of 850,000 new shares, i.e., by a maximum of FIM 17,000,000.
2. Share subscription and payment
The subscription period starts
for warrant certificate A on 1 January 2001;
for warrant certificate B on 1 January 2002; and
for warrant certificate C on 1 January 2003.
The share subscription period ends on 31 March 2004 for all the warrant certificates.
The share subscription shall take place at Amer Group Plc's head office and possibly at another location to be determined later. The subscriber shall surrender the warrant certificate against which the subscription takes place. Payment of shares subscribed shall be effected on subscription.
3. Share subscription price
The share subscription price shall be the trade volume weighted average price of the share in the Helsinki Stock Exchange during the period from 11 March to 17 March 1998 with an addition of ten (10) per cent, rounded off upwards to the nearest full Finnish markka. From the share subscription price shall, as per the date when the relevant dividend is available for payment, be deducted the amount of dividend distributed after 18 March 1998 but before the date of share subscription. The share subscription price shall nevertheless always amount to at least the nominal value of the share.
4. Registration of shares
Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber.
5. Shareholder rights
Shares shall entitle to dividend for the financial year in which the subscription takes place. Other shareholder rights shall commence when the increase of the share capital has been entered into the trade register.
6. Share issues, convertible bonds and warrants before share subscription
Should the Company, before the subscription for shares, raise its share capital through an issue of new shares, or issue convertible bonds or warrants, a warrant holder shall have the same right as or an equal right to that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the amount of shares available for subscription, the subscription price or both of these.
Should the Company, before the subscription for shares, raise its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed for by virtue of warrant certificates remains unchanged.
7. Rights in certain cases
If the Company reduces its share capital before the subscription of shares, the subscription right of the warrant holder shall be adjusted accordingly as specified in the resolution to reduce the share capital.
If the Company is placed in liquidation before the subscription of shares, the warrant holder shall be given an opportunity to exercise his subscription right before the liquidation begins within a period of time determined by the Board of Directors.
If the Company resolves to merge in another company as the company being acquired or in a company to be formed in a combination merger or if the Company resolves to be divided, the warrant holder shall before the merger or division be given the right to subscribe for the shares within the period of time determined by the Board of Directors. After such date no subscription right shall exist.
If the Company resolves to acquire its own shares by an offer made to all shareholders, the warrant holder shall be made an equivalent offer. In other cases the acquisition of the Company's own shares does not require the Company to take any action in relation to the warrant holder.
If according to the Companies Act or the Articles of Association a redemption right is created for a shareholder in relation to the shares of the other shareholders, the warrant holder shall, notwithstanding Section II.2, have the right to subscribe for shares in the Company with all his warrant certificates. The warrant holder shall further be given a right equal to that of the shareholders to sell his warrant certificates and the shares subscribed for against such warrant certificates to the shareholder with the redemption right.
If the nominal value of the share is changed while the share capital remains unchanged, the subscription terms shall be amended so that the total nominal value of the shares available for subscription and the total subscription price remain the same.
Converting the Company from a public company into a private company will not affect the terms and conditions of the warrants.
8. Dispute resolution
Disputes arising in relation to the warrants shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce.
9. Other matters
The Board of Directors may decide on the transfer of the warrant certificates to the book-entry system at a later date and on the resulting technical amendments to the terms and conditions. Other matters relating to the warrants are decided on by the Board of Directors. The warrant documentation is kept available for inspection at the head office of Amer Group Plc in Helsinki.