The shareholders of Amer Group Plc are hereby summoned to the Annual General Meeting to be held on Thursday 21, March 2002 beginning at 2:00pm at Amer Group Plc's headquarters at Mäkelänkatu 91, Helsinki. The following matters will be dealt with 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 issue warrants to the key personnel of the Amer group and to a wholly owned subsidiary of Amer Group Plc.
It is proposed that shareholders' pre-emptive rights to subscription be deviated from, since the warrants form a part of the incentive program for the key personnel and a weighty financial reason for the deviation from the company's point of view thus exists. Warrants will be issued without consideration. The Board of Directors of the company will decide on the number of warrants to be offered to each key person. Certain persons entitled to warrants belong to the inner circle of the company. The persons belonging to the Company's inner circle and entitled to subscribe for the warrants, currently hold less than 1 per cent of the company's shares and votes attached thereto. A total of 600,000 warrants are offered for subscription to Amera Oy, a company belonging to the Amer group, in order that the warrants may, at a later date, be offered to the key persons determined by Amer Group Plc's Board of Directors.
The number of warrants offered is 900,000 and they entitle to subscribe for a maximum of 900,000 shares in Amer Group Plc with an accounting par-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 3,600,000 Euros. The new shares, which can be subscribed on the basis of the warrants, correspond to a maximum of 3.7 per cent of the total numbers of company's shares and voting rights.
The subscription price for the new shares shall be the trade volume weighted average quotation of Amer Group Plc shares on the Helsinki Exchanges during the period 1 January - 15 February 2002 with an addition of ten (10) per cent. In respect of all warrants, the subscription period commences on 1 January 2005 and ends on 31 December 2007.
Prior to the commencement of the share subscription period, warrants shall not be transferred to a third party or pledged without the consent of the company's Board of Directors. Should the employment or service relationship of the respective holder of warrants in the Amer group, prior to the share subscription period, be ceased for reasons defined in more detail in the terms and conditions of the warrants, such warrants shall be transferred to Amera Oy without any further measures. Amera Oy has the right to further transfer such warrants in accordance with the terms of this warrants programme.
3. A proposal by the Board of Directors to authorise the Board to decide on the disposal of own shares on the following conditions:
(a) The authorisation concerns a maximum of 1,200,000 own shares, which number of shares corresponds to 5% of the company's registered share capital.
(b) The Board of Directors will be authorised to decide to whom and in which order the own shares will be disposed of. The Board may decide to dispose of the shares otherwise than in proportion to the pre-emptive rights of shareholders to purchase the company's own shares.
(c) The shares will be used as payment when the company acquires assets relating to its business operations and as payment in any possible company acquisitions in the manner and to the extent decided by the Board of Directors. Furthermore, it is proposed that the General Meeting authorises the Board of Directors to dispose of the own shares in public trading on the Helsinki Exchanges in order to raise funds for the company to finance investments and possible company acquisitions.
(d) The shares will be disposed of at least for their market value at the time of the disposal.
(e) This authorisation will remain valid until the date of the 2003 Annual General Meeting, however, for a maximum period of one year from the date of the decision of the Annual General Meeting.
Copies of the annual accounts and the Board's proposals as well as the appendices thereto will be available for inspection of the shareholders as of 14 March 2002 at Amer Group's headquarters. Copies of these documents will be sent to shareholders on request.
Shareholders who have been registered in the list of the company's shareholders maintained by the Finnish Central Securities Depository Ltd on 11 March 2002 have the right to attend the Annual General Meeting.
Shareholders wishing to attend the meeting must inform the company thereof not later than by 4 pm on 19 March 2002 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 arrive before the end of the notification period. Proxies should be submitted in connection with the notifications of attendance.
DIVIDEND PAYMENT
The Board of Directors has decided to propose that a dividend of EUR 1.10 per share be paid for the 2001 financial year. The dividend will be paid to shareholders who are registered in the list of shareholders maintained by the Finnish Central Securities Depository Ltd, at 26 March 2002 which is the record date for the dividend payment. The Board proposes that the dividend be paid on 4 April 2002.