Shareholders of Amer Group Plc are hereby summoned to an Extraordinary General Meeting of Shareholders to be held at 9 a.m. on Monday 13 December 2004 at its headquarters at Mäkelänkatu 91, Helsinki, Finland.
The following matters will be dealt with at the meeting:
THE BOARD'S PROPOSAL TO MAKE A BONUS ISSUE
The Board proposes that the Company's share capital be increased by means of a bonus issue by EUR 190,452,960 from EUR 95,226,480 to EUR 285,679,440, under the following terms and conditions:
1. Under the terms of the bonus issue, each share will entitle its holder to receive two new shares, without payment.
2. 47,613,240 new shares will be issued, each with accounted counter value of EUR 4.
2. 47,613,240 new shares will be issued, each with accounted counter value of EUR 4.
A total amount equaling the increase of the share capital in the shareholders' equity of EUR 190,452,960 will be transferred from the premium fund.
1. The record date of the bonus issue is 16 December 2004. Shareholders being entered in the Company's shareholder register on the record date shall be entitled to the bonus shares.
2. The bonus issue will be carried out through the book-entry system. No action is required by shareholders. The bonus issue will not cause proportional changes in the Company's ownership base in terms of the number of shares or votes.
3. The bonus shares will be entered into the shareholders' book-entry accounts on 17 December 2004, provided that the increase of the share capital has been entered in the trade register.
4. The new shares will bear entitlement for full dividends for the Group's current financial year commencing 1 January 2004. The other rights attached to each share will become valid as of the day on which the share capital increase has been registered.
5. The terms and conditions of Amer Group's 2002, 2003 and 2004 warrant schemes will be amended in such a way that the proportional number of shares which can be subscribed for with the options will remain unchanged.
6. The bonus issue proposed by the Board of Directors will triple the total amount of the Company's shares in issue. The added share volume is expected to increase the liquidity of the shares, thereby enhancing share trading on the stock market.
2. The bonus issue will be carried out through the book-entry system. No action is required by shareholders. The bonus issue will not cause proportional changes in the Company's ownership base in terms of the number of shares or votes.
3. The bonus shares will be entered into the shareholders' book-entry accounts on 17 December 2004, provided that the increase of the share capital has been entered in the trade register.
4. The new shares will bear entitlement for full dividends for the Group's current financial year commencing 1 January 2004. The other rights attached to each share will become valid as of the day on which the share capital increase has been registered.
5. The terms and conditions of Amer Group's 2002, 2003 and 2004 warrant schemes will be amended in such a way that the proportional number of shares which can be subscribed for with the options will remain unchanged.
6. The bonus issue proposed by the Board of Directors will triple the total amount of the Company's shares in issue. The added share volume is expected to increase the liquidity of the shares, thereby enhancing share trading on the stock market.
THE BOARD'S PROPOSAL TO AMEND ARTICLE 3 IN THE GROUP'S ARTICLES OF ASSOCIATION
The Board proposes that Article 3 in the Group's Articles of Association be amended as follows:
"The minimum share capital of the Company is two hundred million euros (EUR 200,000,000) and the maximum share capital is eight hundred million euros (EUR 800,000,000), within which limits the share capital may be increased or decreased without amending the Articles of Association."
THE BOARD'S PROPOSAL TO AMEND ARTICLE 4 IN THE GROUP'S ARTICLES OF ASSOCIATION
The Board proposes that Article 4 in the Articles of Association be amended as follows:
"The number of the Company's shares is 50,000,000 at the minimum and 200,000,000 at the maximum."
THE BOARD'S PROPOSAL TO AMEND PARAGRAPH 7 IN ARTICLE 13 IN THE GROUP'S ARTICLES OF ASSOCIATION
The Board proposes that paragraph 7 in Article 13 of the Company's Articles of Association be amended so that the reference to "Finnish markka" be changed to euros and the reference to the "Bank of Finland" be changed to the European Central Bank.
Following these changes paragraph 7 in article 13 will read as follows:
"If an acquisition of shares affecting the average price is denominated in a foreign currency, the equivalent value in euros shall be calculated according to the European Central Bank's official exchange rate for the relevant currency seven (7) days prior to the date on which the Board of Directors has given notice to shareholders of the possibility of a redemption of shares."
No other changes in Article 13 are to be made.
DOCUMENTS FOR THE EXTRAORDINARY GENERAL MEETING
The Board of Directors' proposals and appendices thereto will be available for inspection by shareholders on 3 December 2004 at Amer Group's headquarters. Copies of these documents will be sent to shareholders on request.
RIGHT OF ATTENDANCE
Shareholders who are registered on the list of the Company's shareholders maintained by the Finnish Central Securities Depository Ltd on 3 December 2004 are entitled to attend the Extraordinary General Meeting.
NOTICE OF ATTENDANCE
Shareholders wishing to attend the meeting must inform the Company of their intention not later than 4 p.m. on 9 December 2004 either by writing to Amer Group Plc, Share Register, P.O. Box 130, FI-00601 Helsinki, or by telephoning (+358 9 7257 8261/Ms Mirja Vatanen) or by e-mail to mirja.vatanen@amersports.com. Notifications must be received before the end of the notification period. Proxies should be submitted in connection with notification of attendance.
Helsinki, 23 November 2004
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