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 2003.
The AGM resolved to distribute a dividend of EUR 1.40 per share in respect of the 2003 financial year. The record date is 22 March 2004, and the dividend will be paid on 29 March 2004.
The AGM adopted the Board's proposal to amend paragraph 3 in Article 6 of the Company's Articles of Association as follows:
"A member's term will expire at the end of the next Annual General Meeting following the member's election. Persons of over 66 years of age at the time of election may not be elected to be members of the Board of Directors.
The Board of Directors elects a Chairman and a Vice Chairman of the Board."
After the AGM had approved the Board's proposal to amend paragraph 3 in Article 6, the following Board members resigned their positions: Felix Björklund, Ilkka Brotherus, Tuomo Lähdesmäki and Timo Maasilta. Of the other Board members, Pekka Kainulainen's and Roger Talermo's terms of office expired after the Annual General Meeting.
The number of members of the Board of Directors was resolved to be seven (7). Felix Björklund, Ilkka Brotherus, Pekka Kainulainen, Tuomo Lähdesmäki, Timo Maasilta and Roger Talermo were re-elected to continue in office and Anssi Vanjoki was elected as a new member until the end of the following 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), Ilkka Brotherus and Felix Björklund were elected as members of the Remuneration Committee. Felix Björklund (Chairman of the Committee), Pekka Kainulainen and Timo Maasilta were elected as members of the Nomination Committee.
PricewaterhouseCoopers Oy, Authorised Public Accountants, were elected Auditors to 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.
CANCELLATION OF OWN SHARES
The AGM adopted the Board's proposal that the registered share capital of Amer Group be decreased by EUR 3,873,200 by canceling without payment those 968,300 of its own shares the Company currently holds. The accounted counter-value of one share is four (4) euros. After the cancellation, the Company's paid up and registered share capital will amount to EUR 94,305,280 and the number of shares in issue is 23,576,320.
Restricted shareholders' equity will not decrease due to the cancellation because the accounted counter-value of the shares will be transferred from the Company's share capital to the share premium fund.
The cancellation 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.
A NEW WARRANT SCHEME
The AGM adopted the Board's proposal that a new warrant scheme be issued to Amer Group Plc's key personnel.
The proposed number of warrants to be issued will be 550,000 with entitlement to subscribe for a maximum of 550,000 Amer Group shares. Of these warrants, 150,000 will be offered in 2004 for subscription to the Group's key personnel and 400,000 will be offered for subscription to Amera Oy, a company belonging to the same group of Amer companies, in order that the warrants may, at a later date, be offered to the key persons determined by Amer Group's Board of Directors, provided that the financial targets set by the Board of Directors for the Company's growth and profitability are reached. The warrants shall be subscribed for from 10 April to 30 June 2004.
The share subscription price will be EUR 40.60 which is the trade volume weighted average quotation of Amer Group Plc shares on the Helsinki Exchanges during the period 2 January - 14 February 2004 with an addition of ten per cent. The share subscription period commences on 1 January 2007 and ends on 31 December 2009.
CHANGES TO THE 2002 AND 2003 WARRANT SCHEMES
The AGM also resolved that the terms of the 2002 warrant scheme be amended so that the total number of warrants be limited to 519,100 rather than 572,500 and that the 53,400 undistributed warrants still held by Amera Oy be cancelled.
Also, the AGM decided that the terms of the 2003 warrant scheme be amended so that the total number of warrants be limited to 159,999 rather than 550,000 and that the 390,001 undistributed warrants still held by Amera Oy be cancelled.
As a result of these amendments, the Company's share capital may increase due to share subscriptions based on exercising the 2002 warrants by EUR 2,076,400 and the number of shares in issue may increase by up to 519,100. As a result of share subscriptions based on exercising the 2003 warrants, the Company's share capital may increase by EUR 639,996 and the number of shares in issue may increase by up to 159,999. In all other respects the terms and conditions of the 2002 and 2003 warrant schemes remain unchanged.
ENCLOSURE
Terms and conditions of Amer Group Plc's warrant scheme 2004
TERMS AND CONDITIONS OF AMER GROUP PLC'S WARRANT SCHEME 2004
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 550,000 warrants entitling their holders to subscribe for a maximum of 550,000 shares in the Company.
2. Allocation of warrants
Deviating from the shareholders' pre-emptive rights to subscription, 150,000 warrants are offered for subscription to the Amer group's key personnel. The Company's Board of Directors will decide on the allocation of warrants to the group's key personnel.
The remaining 400,000 warrants are offered for subscription to Amera Oy, a company belonging to the same group of companies as the Company. Of the warrants subscribed for by Amera Oy a total of 300,000 will be used as incentive for key personnel of the group and a total of 100,000 warrants will be used as incentive for key persons in connection with possible future acquisitions and other M&A transactions.
Amera Oy is not entitled to transfer warrants otherwise than to key personnel 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 Amer group's incentive scheme, 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 2004 to 30 June 2004. Persons with the right to subscription will be notified of their right.
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 subsequent to the subscription for warrants but prior to the share subscription period 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 550,000 shares corresponding to 2,200,000 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 2004 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 January 2007 and ends on 31 December 2009. With the exception of the 100,000 warrants to be used in connection with acquisitions and other M&A transactions referred to in section 2 above, the warrants that are in the possession of Amera Oy on 31 December 2005 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 between shareholders 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.