Amer Group Plc's Annual General Meeting today received and adopted the Report of the Board of Directors and the 1999 financial statements. The AGM granted the members of the Board of Directors and the Company's President discharge from liability. In addition, the AGM approved the Board's dividend proposal and the proposal to purchase and dispose of the Company's own shares. The AGM also approved the Board's proposals concerning denominating the Company's share capital in euros as well as various amendments to the Articles of Association. In addition, the Board was authorised to undertake the measures necessary to sell shares which have not been transferred to the book-entry system.
1999 financial review
Mr Roger Talermo, President & CEO, addressed the AGM, summarising 1999's financial statements. In his review Mr Talermo discussed last year's results, the development of the sporting goods industry worldwide and the Company's future prospects. He further stated that Amer Group now aims at improving its performance and at seeking profitable growth, principally through increasing its core products' market shares. In addition the Group continues to target growth opportunities through acquisitions that are in line with Group strategy.
Board of Directors
The number of members of the Board of Directors was resolved to be seven. Mr Timo Maasilta, whose term was scheduled to expire was re-elected for the term 2000-2002. Two new Board members, Mr Ilkka Brotherus and Mr Tuomo Lähdesmäki were elected for the period 2000-2002, respectively. The other Board members, Mr Felix Björklund (term 1999-2001), Mr Tauno Huhtala (term 1999-2001), Mr Pekka Kainulainen (term 1998-2000) and Mr Roger Talermo (term 1998-2000) will continue as Board Members.
At its first meeting the new Board of Directors elected Mr Pekka Kainulainen as Chairman and Mr Tauno Huhtala as Vice Chairman.
Auditors
SVH Pricewaterhouse Coopers Oy, Authorised Public Accountants, were elected Auditors of the Company.
Dividend
The AGM adopted the Board's proposal to distribute a dividend of FIM 3.50 (EUR 0.59) a share in respect of the 1999 financial year. The record date is 13 March, and the dividend will be paid on 20 March 2000.
Proposal to purchase and dispose of the Company's shares
The AGM adopted the Board's proposal dated 9 February to purchase and dispose of the Company's own shares. The Board was authorised to purchase a maximum of 5% of the total number of the Company's shares in issue, i.e. 1,216,344 shares. The shares will be acquired for the purpose of improving the Company's capital structure and for use as payment when the Company purchases assets related to its business operations and as payment in any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. The Board of Directors may also propose that the acquired shares be cancelled by decreasing the share capital. Purchases of any shares shall be funded from the Company's distributable non-restricted equity only. The shares will be purchased at the market price quoted for them during public trading on the Helsinki Stock Exchange.
The Board of Directors was authorised to decide to dispose of the Company's own shares to be used in payment for any purchases of assets related to the Company's business operations and any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. The Board may decide to place the shares in a proportion deviating from existing shareholders' pre-emptive rights. Moreover, the Board of Directors was authorised to decide to sell the Company's own shares during public trading on the Helsinki Stock Exchange to raise funds for the Company to finance investments and possible corporate acquisitions. Both authorisations are limited to a maximum of 1,216,344 of the own shares purchased by the Company.
The authorisations to purchase, dispose of and sell the shares are effective until the 2001 Annual General Meeting, however, for the maximum period of one year from the date of the Annual General Meeting at which it is approved.
Denomination of the Company's share capital in euros
The AGM approved the Board's proposal that the Company's share capital be denominated in euros and be increased by a bonus issue of EUR 14,552,745.86 to EUR 97,307,580 whereby the amount corresponding to the bonus issue shall be transferred from the premium fund to the share capital. Following the increase, the accounted counter-value of each share will be four euros. No new shares will be issued as a result of the bonus issue, and the number of shares in issue will not change.
Amendments to the Articles of Association
The AGM approved the proposed amendments to paragraphs 3,4 and 9 of the Articles of Association. Consequently, the minimum share capital of the Company is fifty million (50,000,000) euros and the maximum two hundred million (200,000,000) euros, within which limits the share capital may be increased or decreased without amending the Articles of Association. The share capital of the Company shall consist of not less than 12,500,000 shares and not more than 50,000,000 shares.
Selling of shares on the joint book-entry account
The AGM authorised the Board of Directors to undertake the measures necessary to sell on behalf of the owners of shares registered on the joint book-entry account unless they have already been transferred to the book-entry system.
AMER GROUP PLC
Communications Department
Marja-Leena Simola
Vice President, Communications
Tel. +358 9 7257 8306
Fax +358 9 791 385
E-mail: marja-leena.simola@amer.fi
For further 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
1999 financial review
Mr Roger Talermo, President & CEO, addressed the AGM, summarising 1999's financial statements. In his review Mr Talermo discussed last year's results, the development of the sporting goods industry worldwide and the Company's future prospects. He further stated that Amer Group now aims at improving its performance and at seeking profitable growth, principally through increasing its core products' market shares. In addition the Group continues to target growth opportunities through acquisitions that are in line with Group strategy.
Board of Directors
The number of members of the Board of Directors was resolved to be seven. Mr Timo Maasilta, whose term was scheduled to expire was re-elected for the term 2000-2002. Two new Board members, Mr Ilkka Brotherus and Mr Tuomo Lähdesmäki were elected for the period 2000-2002, respectively. The other Board members, Mr Felix Björklund (term 1999-2001), Mr Tauno Huhtala (term 1999-2001), Mr Pekka Kainulainen (term 1998-2000) and Mr Roger Talermo (term 1998-2000) will continue as Board Members.
At its first meeting the new Board of Directors elected Mr Pekka Kainulainen as Chairman and Mr Tauno Huhtala as Vice Chairman.
Auditors
SVH Pricewaterhouse Coopers Oy, Authorised Public Accountants, were elected Auditors of the Company.
Dividend
The AGM adopted the Board's proposal to distribute a dividend of FIM 3.50 (EUR 0.59) a share in respect of the 1999 financial year. The record date is 13 March, and the dividend will be paid on 20 March 2000.
Proposal to purchase and dispose of the Company's shares
The AGM adopted the Board's proposal dated 9 February to purchase and dispose of the Company's own shares. The Board was authorised to purchase a maximum of 5% of the total number of the Company's shares in issue, i.e. 1,216,344 shares. The shares will be acquired for the purpose of improving the Company's capital structure and for use as payment when the Company purchases assets related to its business operations and as payment in any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. The Board of Directors may also propose that the acquired shares be cancelled by decreasing the share capital. Purchases of any shares shall be funded from the Company's distributable non-restricted equity only. The shares will be purchased at the market price quoted for them during public trading on the Helsinki Stock Exchange.
The Board of Directors was authorised to decide to dispose of the Company's own shares to be used in payment for any purchases of assets related to the Company's business operations and any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. The Board may decide to place the shares in a proportion deviating from existing shareholders' pre-emptive rights. Moreover, the Board of Directors was authorised to decide to sell the Company's own shares during public trading on the Helsinki Stock Exchange to raise funds for the Company to finance investments and possible corporate acquisitions. Both authorisations are limited to a maximum of 1,216,344 of the own shares purchased by the Company.
The authorisations to purchase, dispose of and sell the shares are effective until the 2001 Annual General Meeting, however, for the maximum period of one year from the date of the Annual General Meeting at which it is approved.
Denomination of the Company's share capital in euros
The AGM approved the Board's proposal that the Company's share capital be denominated in euros and be increased by a bonus issue of EUR 14,552,745.86 to EUR 97,307,580 whereby the amount corresponding to the bonus issue shall be transferred from the premium fund to the share capital. Following the increase, the accounted counter-value of each share will be four euros. No new shares will be issued as a result of the bonus issue, and the number of shares in issue will not change.
Amendments to the Articles of Association
The AGM approved the proposed amendments to paragraphs 3,4 and 9 of the Articles of Association. Consequently, the minimum share capital of the Company is fifty million (50,000,000) euros and the maximum two hundred million (200,000,000) euros, within which limits the share capital may be increased or decreased without amending the Articles of Association. The share capital of the Company shall consist of not less than 12,500,000 shares and not more than 50,000,000 shares.
Selling of shares on the joint book-entry account
The AGM authorised the Board of Directors to undertake the measures necessary to sell on behalf of the owners of shares registered on the joint book-entry account unless they have already been transferred to the book-entry system.
AMER GROUP PLC
Communications Department
Marja-Leena Simola
Vice President, Communications
Tel. +358 9 7257 8306
Fax +358 9 791 385
E-mail: marja-leena.simola@amer.fi
For further 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