Amer Group: Annual General Meeting Resolutions


Amer Group Plc's Board of Directors will propose the following resolutions to the Annual General Meeting that will convene on March 16, 2005; that the Company's business name be changed and that it be authorized to acquire and dispose of the company's own shares. The proposal also includes proposals on the dividend payout and the granting of warrants.
 
AMENDING PARAGRAPH 2 OF ARTICLE 1 OF THE ARTICLES OF ASSOCIATION
 
The Board of Directors of Amer Group will propose to the Annual General Meeting that paragraph 2 of Article 1 of the Articles of Association be amended to read as follows:
"The company's trade name is Amer Sports Oyj in Finnish and it is domiciled in Helsinki. In English, the Company's trade name is Amer Sports Corporation."
 
ACQUISITION OF OWN SHARES (SHARE BUYBACKS)
 
Amer Group's Board of Directors will propose to the Annual General Meeting that the Board of Directors be authorized to decide on the buyback of Amer shares under the following conditions:
 
(a) The Company's own shares will be purchased to develop the Company's capital structure and to be used as consideration when the Company purchases business assets and as consideration in possible acquisitions in such a manner and scope as decided upon by the Board of Directors. The Board of Directors may also propose that the purchased shares be annulled by decreasing the share capital.
 
(b) The maximum number of shares that will be acquired shall correspond to no more than 5% of the Company's registered share capital in terms of their total accounting countervalue.
 
(c) The shares will be purchased, in accordance with the decision made by the Board of Directors, in public trading on the Helsinki Stock Exchange at the market price of the shares at the time of purchase. The share purchase price will be paid to the sellers within the payment period specified in the guidelines of the Helsinki Stock Exchange and the rules of Finnish Central Securities Depository Ltd.
 
(d) Share buybacks will not have a significant effect on the distribution of holdings and voting rights within the Company because the maximum number of shares that can be purchased shall represent no more than 5% of the Company's shares in issue and the votes conferred by them, and because the Company has only one series of shares.
 
(e) The shares will be purchased with distributable funds and the share buyback will reduce the Company's non-restricted distributable equity. (f) The share buyback authorization will be valid until the Annual General Meeting in 2006, but for no longer than one year from the date when the Annual General Meeting makes its decision.
 
DISPOSAL OF OWN SHARES
 
Amer Group's Board of Directors will propose to the Annual General Meeting that the Board of Directors be authorized to decide on the disposal of Amer shares under the following conditions:
 
(a) The maximum number of shares that can be disposed of under the authorization will equal the number of shares bought back, whose accounting countervalue represents no more than 5% of the Company's registered share capital.
 
(b) The Board of Directors will be authorized to decide to whom the shares will be transferred to, and in which order. The Board of Directors may decide to dispose of its own shares in disproportion to shareholders' pre-emptive right to acquire shares.
 
(c) The shares will be disposed of as consideration when the Company purchases business assets and as consideration in possible acquisitions in such a manner and scope as decided upon by the Board of Directors. In addition, it will be proposed that the Annual General Meeting authorize the Board of Directors to also decide on the sale of the shares in public trading on the Helsinki Stock Exchange in order to fund the Company's investments and possible acquisitions.
 
(d) The shares will be disposed of at no less than their fair value at the time of disposal.
 
(e) This authorization will be valid until the Annual General Meeting in 2006, but for no longer than one year from the date when the Annual General Meeting approves the resolution.
 
GRANTING WARRANTS
 
Amer Group's Board of Directors will propose to the Annual General Meeting that warrants be granted to Amer Group Plc's ("Company") Group management and Amera Oy, a fully-owned subsidiary of Amer Group Plc, waiving the pre-emptive subscription right of shareholders. The warrants will be granted, waiving the pre-emptive subscription right of shareholders, for subscription by Amera Oy, which is part of the same Group as the Company, and they will be used as long-term incentives for the Company's Group management in 2005-2009 in a manner to be specified by the Company's Board of Directors. Warrants will be granted to Group management after the publication of the 2007 financial statements.
 
Amera Oy is not authorized to pass on the warrants to any other persons than those specified by the Company's Board of Directors.
 
Shareholders' pre-emptive subscription rights will be waived because the warrants are intended as part of the long-term incentive scheme of Group management and therefore the Company has a weighty financial reason for waiving these rights.
 
It will be proposed that 500,000 warrants be granted. Each warrant shall entitle its holder to subscribe for one (1) Amer Group Plc share whose accounting countervalue is four (4) euros. Amera Oy is not authorized to subscribe for shares. As a result of any subscriptions, the Company's share capital may increase by a maximum of EUR 2,000,000.
 
The warrants will be granted without consideration.
 
The warrants must be subscribed for during the period from April 10 to June 30, 2005.
 
The share subscription price will be the share turnover-weighted average price of Amer Group Plc's share on the Helsinki Stock Exchange during the period from January 2 to February 14, 2005, plus ten (10) per cent; however, the price shall not be lower than the accounting countervalue of the share.
 
The share subscription period will begin on March 1, 2008, and end on December 31, 2009. Warrants that remain in Amera Oy's possession on the date of Amer Group Plc's Annual General Meeting in 2008 and which have not been transferred before said date to those Group management members of Amer Group specified by Amer Group Plc's Board of Directors, as set forth in section 2 of the terms and conditions of the warrants, shall not entitle their holders to subscribe for shares and they will be annulled automatically.
 
PROPOSED DIVIDENDS
 
The Board of Directors of Amer Group will propose to the Annual General Meeting that a dividend of EUR 0.50 be paid per share for 2004, representing a dividend payout rating of 42% of the profit for the financial year. The dividend will be paid to all those included on the list of shareholders kept by the Finnish Central Securities Depository on the record date (21 March 2005). The Board of Directors will propose to the Annual General Meeting that the dividend be paid on 30 March 2005.
 
AMER GROUP
Communications
Ms Maarit Mikkonen
Communications Manager
Tel. +358 9 7257 8306, e-mail: maarit.mikkonen@amersports.com
www.amersports.com
 
FOR ADDITIONAL INFORMATION, CONTACT:
Mr Pekka Paalanne, Senior Vice President & CFO, tel. +358 9 7257 8212
 
DISTRIBUTION:
Helsinki Stock Exchange
Major media
 
AMER GROUP
Amer Group (www.amersports.com) is one of the world's leading sports equipment companies with internationally recognized brands including Wilson, Atomic, Suunto and Precor. All Amer Sports companies develop and manufacture technically advanced products that improve the performance of active sports participants. The Group's business is balanced by its broad portfolio of sports and presence in all major markets. In 2004 the Company reported, under IFRS, earnings before interest and taxes of EUR 122.0 million on net sales of EUR 1,058.8 million. Earnings per share were EUR 1.19. At the end of 2004 the Company had 4,066 employees.


Attachments

Amer Group annual general meeting resolu