At Amer Group Plc's Annual General Meeting held earlier today, the following resolutions were approved:
The Annual General Meeting approved the profit and loss account and the balance sheet, as well as the consolidated profit and loss account and the consolidated balance sheet of Amer Group Plc. The AGM granted the members of the Board of Directors and the Company's President discharge from liability for the financial year 2004.
The AGM resolved to distribute a dividend of EUR 0.50 per share in respect of the 2004 financial year. The record date is 21 March 2005, and the dividend will be paid on 30 March 2005.
According to the Nomination Committee's proposal the number of Board members was confirmed to be seven (7) and that Felix Björklund, Ilkka Brotherus, Pekka Kainulainen, Tuomo Lähdesmäki, Timo Maasilta, Roger Talermo and Anssi Vanjoki were re-elected as a members of the Board of Directors until the end of the 2006 AGM.
In its first meeting immediately following the Annual Meeting, the Board of Directors elected Pekka Kainulainen as Chairman and Ilkka Brotherus as Vice Chairman. Pekka Kainulainen (Chairman of the Committee), Anssi Vanjoki and Felix Björklund were elected as members of the Remuneration Committee. Felix Björklund (Chairman of the Committee), Ilkka Brotherus and Timo Maasilta were elected as members of the Nomination Committee. Tuomo Lähdesmäki (Chairman of the Committee) and Ilkka Brotherus were elected as members of the Audit Committee.
The Authorised Public Accountants PricewaterhouseCoopers Oy was elected to act as an auditor of the Company. The auditor in charge of the audit is Mr Göran Lindell, Authorised Public Accountant.
REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS
The annual remuneration paid to the members of the Board was approved as follows: Chairman EUR 50,000, Vice Chairman EUR 40,000 and other members EUR 30,000. 40% of the annual remuneration is being paid in the form of the Company's shares and 60% in cash. A member of the Board is not allowed to sell or transfer any of these shares to any third party during the term of their respective Board membership. However, this limitation is only valid for five years after the acquisition of the shares at the most. The President of the Company does not receive any additional remuneration in respect of his Board membership.
AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION
The AGM adopted the Board's proposal to amend paragraph 2 in Article 1 of the Company's Articles of Association 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)
The AGM adopted the proposal that the Board of Directors be authorized to decide on the buyback of Amer shares. 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 cancelled by decreasing the share capital.
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.
The shares will be purchased, in accordance with a 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.
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.
The shares will be purchased with distributable funds and any share buyback will reduce the Company's non-restricted distributable equity.
The share buyback authorization will be valid until the Annual General Meeting in 2006, or for no longer than one year from the date when the Annual General Meeting approves the resolution.
DISPOSAL OF OWN SHARES
The AGM adopted the proposal that the Board of Directors be authorized to decide on the disposal of Amer shares. 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.
The Board of Directors were 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.
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, the Board of Directors were authorized to 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.
The shares will be disposed of at no less than their fair value at the time of disposal.
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
The AGM adopted the Board's proposal that warrants be granted to Amer Group Plc's ("the 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 the Group management after the publication of the 2007 financial statements.
Amera Oy was 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 Group management incentive scheme and therefore the Company has a weighty financial reason for waiving these rights.
A total of 500,000 warrants will 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 was 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 can only be subscribed for during the period from April 10 to June 30, 2005, inclusive.
The share subscription price will be EUR 14.86 which is share turnover-weighted average price of Amer Group Plc's shares on the Helsinki Stock Exchange during the period from January 2 to February 14, 2005, plus ten (10) per cent. 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 team 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 cancelled automatically.
For additional 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
AMER GROUP PLC
Communications
Ms Maarit Mikkonen
Communications Manager
Tel. +358 9 7257 8306, e-mail: maarit.mikkonen@amersports.com
DISTRIBUTION
Helsinki Stock Exchange
Major media
www.amersports.com
ENCLOSURE
TERMS AND CONDITIONS OF AMER GROUP PLC'S WARRANT SCHEME 2005
I TERMS AND CONDITIONS FOR ISSUE OF WARRANTS
1. Number of warrants
Amer Group Plc (the "Company") will issue not more than a total of 500,000 warrants entitling their holders to subscribe for a maximum of 500,000 shares in the Company.
2. Allocation of warrants
Deviating from the shareholders' pre-emptive rights to subscription, the warrants are offered for subscription to Amera Oy, a company belonging to the same group of companies as the Company. The warrants will be used as long-term incentive for group management during the years 2005-2009 in a manner determined more precisely by the Company's Board of Directors. Warrants will be given to the group management after the publication of the annual accounts for the year 2007.
Amera Oy is not entitled to transfer warrants otherwise than to persons as determined by the Board of Directors.
This deviation from the shareholders' pre-emptive right to subscription is due to the fact that the warrant scheme is a part of the group management's long-term incentive plan, and thus, from the Company's point of view, there is a weighty financial reason for the deviation.
3. Subscription period
The warrants shall be subscribed for from 10 April 2005 to 30 June 2005.
Amera Oy will be notified of its right to subscription.
4. Subscription price
The warrants will be issued without consideration.
5. Secondary subscription period
Deviating from the shareholders' pre-emptive rights, the Board of Directors will determine the basis on which those warrants that have not been subscribed for during the subscription period will be subscribed for.
6. Prohibition of transfer of warrants, warrant certificates and incorporation into book-entry system
Prior to the commencement of the subscription period, warrants may not be transferred to any third party or pledged without the prior written consent of the Company's Board of Directors. Warrants may be transferred to a third party after the share subscription period has commenced. No warrant certificates shall be given for the warrants.
The warrants will be transferred into the book-entry system prior to the commencement of the share subscription period. The restrictions set out in Sections 6 and 7 of these terms and conditions will be registered in the book-entry system so that they are applicable to all warrants. The Company shall have the right to execute the registrations pursuant to these terms and conditions without the consent of the warrant holders.
7. Ceasing of employment or service relationship
Should the employment or service relationship in the Amer Group of the respective warrant holder cease prior to 1 January 2008 for reasons other than retirement for pension, permanent disability to work or death, the warrants of such warrant holder shall, without consideration and any further measures, transfer to Amera Oy at the time of cessation of the respective employment or service relationship. Amera Oy shall have the right to transfer such option rights pursuant to these terms and conditions. The Company shall have the right to get the transfer to Amera Oy registered in the book-entry system without the consent of the warrant holders in order to ensure the execution of this Section 7.
II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION
8. Maximum increase of the share capital
Each warrant shall entitle its holder to subscribe for one (1) share in the Company, each with an accounted counter value of four (4) Euros. As a result of the share subscriptions, the share capital of the Company may be increased by a maximum of 500,000 shares corresponding to 2,000,000 Euros.
Amera Oy shall have no right to subscribe for shares.
9. Share subscription price
The subscription price shall be the trade volume weighted average quotation of the share of Amer Group Plc on the Helsinki Exchanges between 2 January and 14 February 2005 with an addition of ten (10) per cent, however, not less than the accounted counter value of the share.
10. Subscription and payment of shares
The share subscription period commences on 1 March 2008 and ends on 31 December 2009. Warrants that are in the possession of Amera Oy on 31 December 2008 and that have not been transferred to key personnel in the service of the group determined by the Board of Directors of Amer Group Plc before this date shall not entitle to subscription for shares and they shall be automatically become null and void. The Board of Directors of the Company shall notify the annulment of the warrants for registration.
The place of the share subscription shall be the Head Office of the Company, or another location to be announced at a later date. The shares shall be paid for at the time of subscription.
11. Registration of shares
Subscribed and wholly paid shares will be registered in the subscriber's book-entry account.
The Company will approve the subscriptions in its Board meetings that convene regularly. The Company will enter any increase of the share capital, based on the approved subscriptions, for registration in the Trade Register and arrange for the new shares to be traded on Helsinki Exchanges.
The Company's Board of Directors shall not, however, have the obligation to approve any subscription that is made subsequent to the end of an accounting period but prior to the annual general shareholders' meeting.
12. Shareholders' rights
New shares will qualify first for a dividend payment for the financial year during which the subscription takes place. Other rights will commence on the date when the increase in the share capital corresponding to the subscription for shares is entered into the Trade Register.
13. Share issues, convertible bonds, bonds with warrants and warrants prior to the subscription
13.1. Bonus issue
Should the Company increase its share capital through a bonus issue by issuing new shares, the subscription price and the number of shares to be subscribed for based on a warrant shall be amended using the following formulas:
New subscription price = subscription price prior to bonus issue multiplied by the number of shares prior to bonus issue, then divided by number of shares subsequent to bonus issue.
Number of shares to be subscribed for based on all option rights = number of shares prior to bonus issue multiplied by the number of shares subsequent to bonus issue, then divided by the number of shares prior to bonus issue.
Should the new number of shares to be subscribed for based on subscriber's all warrants not be a round figure, the fraction will be taken into consideration by lowering the subscription price.
13.2 New issue, issuing of convertible bonds and warrants
Should the Company, prior to the subscription for shares, increase its share capital through a new issue or an issue of convertible bonds or bonds with warrants or warrants by granting to its shareholders the first right to subscribe, the holders of warrants will have the same or equal rights as shareholders. Equality will be addressed by the Company's Board of Directors through an amendment of the number of shares to be subscribed for, the subscription price, or both.
Should the new number of shares to be subscribed for based on subscriber's all warrants not be a round figure, the fraction will be taken into consideration by lowering the subscription price.
14. Rights of warrant holders in certain situations
Should the Company, prior to the subscription for shares, lower its share capital, the right to subscription of the holders of warrants shall be amended accordingly in a manner specified by the Company in its decision to lower the share capital. If such lowering of the share capital is considered to have no financial effects on the warrant holder, the lowering shall not influence the conditions for the subscription.
Should the Company be placed in liquidation, the terms and conditions of the subscription will remain unchanged.
Should the Company elect to merge with another company as a merging company, or merge with a new company via a combination merger, or to de-merge into two or more companies, the warrant holders will be given the right to subscribe for shares during a period set forth by the Board of Directors prior to such the merger or de-merger. No right to subscription will exist after the above period. In the situation referred to above, the warrant holders shall not have the right to claim that the Company redeems the option rights from them for market value. If the Company is the receiving company in the merger, the terms of the subscription will remain unchanged.
The Company's decision to acquire its own shares shall not have any effect on the warrant holders.
Should a redemption situation arise, as referred to in Chapter 14, Section 19 of the Companies Act, Chapter 6, Section 6 of the Securities Markets Act or Section 13 of the Articles of Association of the Company, the warrant holders will be reserved an opportunity to use their right of subscription during the time period set by the Board of Directors before the redemption. No right to subscription will exist after this period.
Should the accounted counter value of the shares be amended so that the share capital remains unchanged, the terms and conditions of the subscription shall be amended so that the total accounted counter value of shares to be subscribed and the total subscription price remain unchanged. The provisions of section 13 shall be taken into account in any such amendment.
Should the Company's form change from a public limited liability company to a private limited liability company, the terms and conditions of the subscription will remain unchanged.
15. Dispute resolution
The Finnish law shall govern these terms and conditions. Any dispute arising out of these option rights will be settled by one (1) arbitrator in accordance with the Rules of Arbitration of the Finnish Central Chamber of Commerce.
16. Other issues
The Board of Directors of the Company shall decide on other matters relating to the subscription of warrants and shares, such matters including changes in conditions and specifications, which are not to be considered as of significant nature.
Any benefit derived from the warrants will not be accrued to a pension.
Any notices relating to this warrant program may be sent by mail or e-mail.
The documentation for the warrants will be available for inspection at the Company's Head Office in Helsinki.
These terms and conditions have been drawn up in the Finnish and English language. In the event of inconsistency, the Finnish version shall prevail.
The Annual General Meeting approved the profit and loss account and the balance sheet, as well as the consolidated profit and loss account and the consolidated balance sheet of Amer Group Plc. The AGM granted the members of the Board of Directors and the Company's President discharge from liability for the financial year 2004.
The AGM resolved to distribute a dividend of EUR 0.50 per share in respect of the 2004 financial year. The record date is 21 March 2005, and the dividend will be paid on 30 March 2005.
According to the Nomination Committee's proposal the number of Board members was confirmed to be seven (7) and that Felix Björklund, Ilkka Brotherus, Pekka Kainulainen, Tuomo Lähdesmäki, Timo Maasilta, Roger Talermo and Anssi Vanjoki were re-elected as a members of the Board of Directors until the end of the 2006 AGM.
In its first meeting immediately following the Annual Meeting, the Board of Directors elected Pekka Kainulainen as Chairman and Ilkka Brotherus as Vice Chairman. Pekka Kainulainen (Chairman of the Committee), Anssi Vanjoki and Felix Björklund were elected as members of the Remuneration Committee. Felix Björklund (Chairman of the Committee), Ilkka Brotherus and Timo Maasilta were elected as members of the Nomination Committee. Tuomo Lähdesmäki (Chairman of the Committee) and Ilkka Brotherus were elected as members of the Audit Committee.
The Authorised Public Accountants PricewaterhouseCoopers Oy was elected to act as an auditor of the Company. The auditor in charge of the audit is Mr Göran Lindell, Authorised Public Accountant.
REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS
The annual remuneration paid to the members of the Board was approved as follows: Chairman EUR 50,000, Vice Chairman EUR 40,000 and other members EUR 30,000. 40% of the annual remuneration is being paid in the form of the Company's shares and 60% in cash. A member of the Board is not allowed to sell or transfer any of these shares to any third party during the term of their respective Board membership. However, this limitation is only valid for five years after the acquisition of the shares at the most. The President of the Company does not receive any additional remuneration in respect of his Board membership.
AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION
The AGM adopted the Board's proposal to amend paragraph 2 in Article 1 of the Company's Articles of Association 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)
The AGM adopted the proposal that the Board of Directors be authorized to decide on the buyback of Amer shares. 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 cancelled by decreasing the share capital.
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.
The shares will be purchased, in accordance with a 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.
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.
The shares will be purchased with distributable funds and any share buyback will reduce the Company's non-restricted distributable equity.
The share buyback authorization will be valid until the Annual General Meeting in 2006, or for no longer than one year from the date when the Annual General Meeting approves the resolution.
DISPOSAL OF OWN SHARES
The AGM adopted the proposal that the Board of Directors be authorized to decide on the disposal of Amer shares. 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.
The Board of Directors were 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.
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, the Board of Directors were authorized to 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.
The shares will be disposed of at no less than their fair value at the time of disposal.
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
The AGM adopted the Board's proposal that warrants be granted to Amer Group Plc's ("the 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 the Group management after the publication of the 2007 financial statements.
Amera Oy was 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 Group management incentive scheme and therefore the Company has a weighty financial reason for waiving these rights.
A total of 500,000 warrants will 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 was 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 can only be subscribed for during the period from April 10 to June 30, 2005, inclusive.
The share subscription price will be EUR 14.86 which is share turnover-weighted average price of Amer Group Plc's shares on the Helsinki Stock Exchange during the period from January 2 to February 14, 2005, plus ten (10) per cent. 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 team 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 cancelled automatically.
For additional 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
AMER GROUP PLC
Communications
Ms Maarit Mikkonen
Communications Manager
Tel. +358 9 7257 8306, e-mail: maarit.mikkonen@amersports.com
DISTRIBUTION
Helsinki Stock Exchange
Major media
www.amersports.com
ENCLOSURE
TERMS AND CONDITIONS OF AMER GROUP PLC'S WARRANT SCHEME 2005
I TERMS AND CONDITIONS FOR ISSUE OF WARRANTS
1. Number of warrants
Amer Group Plc (the "Company") will issue not more than a total of 500,000 warrants entitling their holders to subscribe for a maximum of 500,000 shares in the Company.
2. Allocation of warrants
Deviating from the shareholders' pre-emptive rights to subscription, the warrants are offered for subscription to Amera Oy, a company belonging to the same group of companies as the Company. The warrants will be used as long-term incentive for group management during the years 2005-2009 in a manner determined more precisely by the Company's Board of Directors. Warrants will be given to the group management after the publication of the annual accounts for the year 2007.
Amera Oy is not entitled to transfer warrants otherwise than to persons as determined by the Board of Directors.
This deviation from the shareholders' pre-emptive right to subscription is due to the fact that the warrant scheme is a part of the group management's long-term incentive plan, and thus, from the Company's point of view, there is a weighty financial reason for the deviation.
3. Subscription period
The warrants shall be subscribed for from 10 April 2005 to 30 June 2005.
Amera Oy will be notified of its right to subscription.
4. Subscription price
The warrants will be issued without consideration.
5. Secondary subscription period
Deviating from the shareholders' pre-emptive rights, the Board of Directors will determine the basis on which those warrants that have not been subscribed for during the subscription period will be subscribed for.
6. Prohibition of transfer of warrants, warrant certificates and incorporation into book-entry system
Prior to the commencement of the subscription period, warrants may not be transferred to any third party or pledged without the prior written consent of the Company's Board of Directors. Warrants may be transferred to a third party after the share subscription period has commenced. No warrant certificates shall be given for the warrants.
The warrants will be transferred into the book-entry system prior to the commencement of the share subscription period. The restrictions set out in Sections 6 and 7 of these terms and conditions will be registered in the book-entry system so that they are applicable to all warrants. The Company shall have the right to execute the registrations pursuant to these terms and conditions without the consent of the warrant holders.
7. Ceasing of employment or service relationship
Should the employment or service relationship in the Amer Group of the respective warrant holder cease prior to 1 January 2008 for reasons other than retirement for pension, permanent disability to work or death, the warrants of such warrant holder shall, without consideration and any further measures, transfer to Amera Oy at the time of cessation of the respective employment or service relationship. Amera Oy shall have the right to transfer such option rights pursuant to these terms and conditions. The Company shall have the right to get the transfer to Amera Oy registered in the book-entry system without the consent of the warrant holders in order to ensure the execution of this Section 7.
II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION
8. Maximum increase of the share capital
Each warrant shall entitle its holder to subscribe for one (1) share in the Company, each with an accounted counter value of four (4) Euros. As a result of the share subscriptions, the share capital of the Company may be increased by a maximum of 500,000 shares corresponding to 2,000,000 Euros.
Amera Oy shall have no right to subscribe for shares.
9. Share subscription price
The subscription price shall be the trade volume weighted average quotation of the share of Amer Group Plc on the Helsinki Exchanges between 2 January and 14 February 2005 with an addition of ten (10) per cent, however, not less than the accounted counter value of the share.
10. Subscription and payment of shares
The share subscription period commences on 1 March 2008 and ends on 31 December 2009. Warrants that are in the possession of Amera Oy on 31 December 2008 and that have not been transferred to key personnel in the service of the group determined by the Board of Directors of Amer Group Plc before this date shall not entitle to subscription for shares and they shall be automatically become null and void. The Board of Directors of the Company shall notify the annulment of the warrants for registration.
The place of the share subscription shall be the Head Office of the Company, or another location to be announced at a later date. The shares shall be paid for at the time of subscription.
11. Registration of shares
Subscribed and wholly paid shares will be registered in the subscriber's book-entry account.
The Company will approve the subscriptions in its Board meetings that convene regularly. The Company will enter any increase of the share capital, based on the approved subscriptions, for registration in the Trade Register and arrange for the new shares to be traded on Helsinki Exchanges.
The Company's Board of Directors shall not, however, have the obligation to approve any subscription that is made subsequent to the end of an accounting period but prior to the annual general shareholders' meeting.
12. Shareholders' rights
New shares will qualify first for a dividend payment for the financial year during which the subscription takes place. Other rights will commence on the date when the increase in the share capital corresponding to the subscription for shares is entered into the Trade Register.
13. Share issues, convertible bonds, bonds with warrants and warrants prior to the subscription
13.1. Bonus issue
Should the Company increase its share capital through a bonus issue by issuing new shares, the subscription price and the number of shares to be subscribed for based on a warrant shall be amended using the following formulas:
New subscription price = subscription price prior to bonus issue multiplied by the number of shares prior to bonus issue, then divided by number of shares subsequent to bonus issue.
Number of shares to be subscribed for based on all option rights = number of shares prior to bonus issue multiplied by the number of shares subsequent to bonus issue, then divided by the number of shares prior to bonus issue.
Should the new number of shares to be subscribed for based on subscriber's all warrants not be a round figure, the fraction will be taken into consideration by lowering the subscription price.
13.2 New issue, issuing of convertible bonds and warrants
Should the Company, prior to the subscription for shares, increase its share capital through a new issue or an issue of convertible bonds or bonds with warrants or warrants by granting to its shareholders the first right to subscribe, the holders of warrants will have the same or equal rights as shareholders. Equality will be addressed by the Company's Board of Directors through an amendment of the number of shares to be subscribed for, the subscription price, or both.
Should the new number of shares to be subscribed for based on subscriber's all warrants not be a round figure, the fraction will be taken into consideration by lowering the subscription price.
14. Rights of warrant holders in certain situations
Should the Company, prior to the subscription for shares, lower its share capital, the right to subscription of the holders of warrants shall be amended accordingly in a manner specified by the Company in its decision to lower the share capital. If such lowering of the share capital is considered to have no financial effects on the warrant holder, the lowering shall not influence the conditions for the subscription.
Should the Company be placed in liquidation, the terms and conditions of the subscription will remain unchanged.
Should the Company elect to merge with another company as a merging company, or merge with a new company via a combination merger, or to de-merge into two or more companies, the warrant holders will be given the right to subscribe for shares during a period set forth by the Board of Directors prior to such the merger or de-merger. No right to subscription will exist after the above period. In the situation referred to above, the warrant holders shall not have the right to claim that the Company redeems the option rights from them for market value. If the Company is the receiving company in the merger, the terms of the subscription will remain unchanged.
The Company's decision to acquire its own shares shall not have any effect on the warrant holders.
Should a redemption situation arise, as referred to in Chapter 14, Section 19 of the Companies Act, Chapter 6, Section 6 of the Securities Markets Act or Section 13 of the Articles of Association of the Company, the warrant holders will be reserved an opportunity to use their right of subscription during the time period set by the Board of Directors before the redemption. No right to subscription will exist after this period.
Should the accounted counter value of the shares be amended so that the share capital remains unchanged, the terms and conditions of the subscription shall be amended so that the total accounted counter value of shares to be subscribed and the total subscription price remain unchanged. The provisions of section 13 shall be taken into account in any such amendment.
Should the Company's form change from a public limited liability company to a private limited liability company, the terms and conditions of the subscription will remain unchanged.
15. Dispute resolution
The Finnish law shall govern these terms and conditions. Any dispute arising out of these option rights will be settled by one (1) arbitrator in accordance with the Rules of Arbitration of the Finnish Central Chamber of Commerce.
16. Other issues
The Board of Directors of the Company shall decide on other matters relating to the subscription of warrants and shares, such matters including changes in conditions and specifications, which are not to be considered as of significant nature.
Any benefit derived from the warrants will not be accrued to a pension.
Any notices relating to this warrant program may be sent by mail or e-mail.
The documentation for the warrants will be available for inspection at the Company's Head Office in Helsinki.
These terms and conditions have been drawn up in the Finnish and English language. In the event of inconsistency, the Finnish version shall prevail.
