The shareholders of Amer Group Plc are hereby summoned to the Annual General Meeting to be held at 2 p.m. on Thursday 20 March 2003 at Amer Group Plc's headquarters at Mäkelänkatu 91, Helsinki.
The following matters will be dealt with at the meeting:
1. Matters pertaining to the Annual General Meeting as stated in Section 10 of the Articles of Association
2. A proposal by the Board of Directors to reduce the Company's share capital
The Board of Directors proposes that the Company's share capital be reduced by EUR 3,873,200 by cancelling without payment 968,300 own shares held by the Company. The accounted counter-value of one share is EUR 4. The Company's share capital after the reduction will amount to EUR 93,032,880.
The Company's restricted shareholders' equity will not be reduced as a consequence of the decrease in share capital because the accounted counter-value of the cancelled shares will be transferred from its share capital to the share premium account.
The decrease in share capital will not have any impact on the breakdown of shareholdings and votes in the Company because the shares to be cancelled are owned by the Company.
3. A proposal by the Board of Directors to issue warrants
The Board of Directors proposes that, shareholders' pre-emptive rights to subscription notwithstanding, warrants be offered to Amer Group's key personnel and to Amer Group Plc's wholly owned subsidiary, Amera Oy. It is proposed that shareholders' pre-emptive rights to subscription be set aside, since the warrants form a part of the incentive programme for key personnel and a significant financial reason for the exception, in the Company's opinion, thus exists.
It is proposed that the issue comprises 550,000 warrants entitling subscription to a maximum of 550,000 Amer Group Plc shares, each with an accounted counter-value of EUR 4. As a result of any such share subscriptions, the share capital of the Company may increase by a maximum of EUR 2,200,000. New shares subscribed to by an exercise of the warrants will represent a maximum of 2.4 per cent of the Company's shares and voting rights.
The warrants will be issued without consideration being payable. The Board of Directors of the Company will decide on the number of warrants to be issued to each key person. Some of those entitled to warrants belong to the inner circle of the company. The inner circle members who are entitled to subscribe for warrants currently hold less than 1 per cent of the Company's shares and voting rights. A total of 365,000 warrants will be offered for subscription to Amera Oy, a company owned by Amer Group Plc, in order that the warrants may, at a later date, be offered to key persons specified by Amer Group Plc's Board of Directors.
The subscription price of the new shares shall be the trade volume weighted average quotation of Amer Group Plc shares on the Helsinki Exchanges during the period 2 January - 14 February 2003 with an addition of ten (10) per cent. The share subscription period with respect to all of the warrants will commence on 1 January 2006 and end on 31 December 2008.
Prior to the commencement of the share subscription period, warrants may not be transferred to any third party or pledged without the consent of the Company's Board of Directors. Should a warrant-holder's employment or service with Amer Group cease prior to the commencement of the share subscription period for reasons defined in more detail in the terms and conditions of the issue, the warrants held by that person shall be transferred to Amera Oy without further action. Amera Oy has the right to reassign such warrants in accordance with the terms and conditions of the warrant scheme.
4. A proposal by the Board of Directors to amend the terms and conditions of the 2002 warrants scheme
Amer Group Plc's Annual General Meeting held on 21 March 2002 approved the issue of 900,000 warrants to Amer Group's key personnel, shareholders' pre-emptive rights to subscription notwithstanding. The warrants entitle their holders to subscribe for a maximum of 900,000 Amer Group shares. Of these warrants, 300,000 were offered for subscription to the Group's key personnel and 600,000 were offered for subscription to Amera Oy, a company owned by Amer Group Plc.
Amer Group Plc's Board of Directors proposes to the Annual General Meeting that the terms of the 2002 warrant scheme be amended so that the total number of warrants be limited to 572,500 and that the 327,500 undistributed warrants still held by Amera Oy be cancelled.
As a result of this amendment the Company's share capital may increase due to share subscriptions based on exercising the warrants by EUR 2,290,000 instead of EUR 3,600,000, and the number of shares in issue may increase by up to 572,500 instead of 900,000.
In all other respects the terms and conditions of the 2002 warrant scheme will remain unchanged.
Copies of the annual accounts as well as the Board of Directors' proposals and appendices thereto will be available for inspection by shareholders on 13 March 2003 at Amer Group's headquarters. Copies of these documents will be sent to shareholders on request.
Shareholders who are registered on the list of the Company's shareholders maintained by the Finnish Central Securities Depository Ltd on 10 March 2003 are entitled to attend the Annual General Meeting.
Shareholders wishing to attend the meeting must inform the company of their intention not later than 4 p.m. on 18 March 2003 either by writing to Amer Group Plc, Share Register, P.O. Box 130, FIN-00601 Helsinki, or by telephoning (+358 9 7257 8261/Ms Mirja Vatanen) or by e-mail to mirja.vatanen@amersports.com. Notifications must be received before the end of the notification period. Proxies should be submitted in connection with the notifications of attendance.
DIVIDEND PAYMENT
The Board of Directors proposes that a dividend of EUR 1.40 per share be paid for the financial year ending 31 December 2002. The dividend will be paid to shareholders who are registered on the list of shareholders maintained by the Finnish Central Securities Depository Ltd as of 25 March 2003, which is the record date for the dividend payment. The Board proposes that the dividend be paid on 1 April 2003.
Helsinki, 6 February 2003
The following matters will be dealt with at the meeting:
1. Matters pertaining to the Annual General Meeting as stated in Section 10 of the Articles of Association
2. A proposal by the Board of Directors to reduce the Company's share capital
The Board of Directors proposes that the Company's share capital be reduced by EUR 3,873,200 by cancelling without payment 968,300 own shares held by the Company. The accounted counter-value of one share is EUR 4. The Company's share capital after the reduction will amount to EUR 93,032,880.
The Company's restricted shareholders' equity will not be reduced as a consequence of the decrease in share capital because the accounted counter-value of the cancelled shares will be transferred from its share capital to the share premium account.
The decrease in share capital will not have any impact on the breakdown of shareholdings and votes in the Company because the shares to be cancelled are owned by the Company.
3. A proposal by the Board of Directors to issue warrants
The Board of Directors proposes that, shareholders' pre-emptive rights to subscription notwithstanding, warrants be offered to Amer Group's key personnel and to Amer Group Plc's wholly owned subsidiary, Amera Oy. It is proposed that shareholders' pre-emptive rights to subscription be set aside, since the warrants form a part of the incentive programme for key personnel and a significant financial reason for the exception, in the Company's opinion, thus exists.
It is proposed that the issue comprises 550,000 warrants entitling subscription to a maximum of 550,000 Amer Group Plc shares, each with an accounted counter-value of EUR 4. As a result of any such share subscriptions, the share capital of the Company may increase by a maximum of EUR 2,200,000. New shares subscribed to by an exercise of the warrants will represent a maximum of 2.4 per cent of the Company's shares and voting rights.
The warrants will be issued without consideration being payable. The Board of Directors of the Company will decide on the number of warrants to be issued to each key person. Some of those entitled to warrants belong to the inner circle of the company. The inner circle members who are entitled to subscribe for warrants currently hold less than 1 per cent of the Company's shares and voting rights. A total of 365,000 warrants will be offered for subscription to Amera Oy, a company owned by Amer Group Plc, in order that the warrants may, at a later date, be offered to key persons specified by Amer Group Plc's Board of Directors.
The subscription price of the new shares shall be the trade volume weighted average quotation of Amer Group Plc shares on the Helsinki Exchanges during the period 2 January - 14 February 2003 with an addition of ten (10) per cent. The share subscription period with respect to all of the warrants will commence on 1 January 2006 and end on 31 December 2008.
Prior to the commencement of the share subscription period, warrants may not be transferred to any third party or pledged without the consent of the Company's Board of Directors. Should a warrant-holder's employment or service with Amer Group cease prior to the commencement of the share subscription period for reasons defined in more detail in the terms and conditions of the issue, the warrants held by that person shall be transferred to Amera Oy without further action. Amera Oy has the right to reassign such warrants in accordance with the terms and conditions of the warrant scheme.
4. A proposal by the Board of Directors to amend the terms and conditions of the 2002 warrants scheme
Amer Group Plc's Annual General Meeting held on 21 March 2002 approved the issue of 900,000 warrants to Amer Group's key personnel, shareholders' pre-emptive rights to subscription notwithstanding. The warrants entitle their holders to subscribe for a maximum of 900,000 Amer Group shares. Of these warrants, 300,000 were offered for subscription to the Group's key personnel and 600,000 were offered for subscription to Amera Oy, a company owned by Amer Group Plc.
Amer Group Plc's Board of Directors proposes to the Annual General Meeting that the terms of the 2002 warrant scheme be amended so that the total number of warrants be limited to 572,500 and that the 327,500 undistributed warrants still held by Amera Oy be cancelled.
As a result of this amendment the Company's share capital may increase due to share subscriptions based on exercising the warrants by EUR 2,290,000 instead of EUR 3,600,000, and the number of shares in issue may increase by up to 572,500 instead of 900,000.
In all other respects the terms and conditions of the 2002 warrant scheme will remain unchanged.
Copies of the annual accounts as well as the Board of Directors' proposals and appendices thereto will be available for inspection by shareholders on 13 March 2003 at Amer Group's headquarters. Copies of these documents will be sent to shareholders on request.
Shareholders who are registered on the list of the Company's shareholders maintained by the Finnish Central Securities Depository Ltd on 10 March 2003 are entitled to attend the Annual General Meeting.
Shareholders wishing to attend the meeting must inform the company of their intention not later than 4 p.m. on 18 March 2003 either by writing to Amer Group Plc, Share Register, P.O. Box 130, FIN-00601 Helsinki, or by telephoning (+358 9 7257 8261/Ms Mirja Vatanen) or by e-mail to mirja.vatanen@amersports.com. Notifications must be received before the end of the notification period. Proxies should be submitted in connection with the notifications of attendance.
DIVIDEND PAYMENT
The Board of Directors proposes that a dividend of EUR 1.40 per share be paid for the financial year ending 31 December 2002. The dividend will be paid to shareholders who are registered on the list of shareholders maintained by the Finnish Central Securities Depository Ltd as of 25 March 2003, which is the record date for the dividend payment. The Board proposes that the dividend be paid on 1 April 2003.
Helsinki, 6 February 2003