The Extraordinary General Meeting of Shareholders of Amer Group Plc held earlier today has approved the Board of Directors' proposals concerning a bonus issue, as well as amendments to articles 3, 4 and 13 of the Articles of Association of Amer Group Plc. The Company's share capital will be tripled as a result of the bonus issue from its current EUR 95,226,480 to EUR 285,679,440. Shareholders will be entitled to receive two new shares for each old share held, without payment. The record date for the bonus issue is 16 December 2004. The bonus shares will be entered on book-entry accounts on 17 December 2004, provided that the share capital increase has been entered in the trade register.
Proposals approved by the Extraordinary General Meeting of Shareholders on 13 December 2004:
BONUS ISSUE
The Company's share capital will be increased by means of a bonus issue of 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. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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 warrants will remain unchanged.
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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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 warrants will remain unchanged.
AMENDMENTS TO ARTICLE 3 OF THE GROUP'S ARTICLES OF ASSOCIATION APPROVED
Article 3 in the Group's Articles of Association was 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."
AMENDMENTS TO ARTICLE 4 OF THE GROUP'S ARTICLES OF ASSOCIATION APPROVED
Article 4 in the Group's Articles of Association was amended as follows:
"The number of the Company's shares is 50,000,000 at the minimum and 200,000,000 at the maximum."
AMENDMENTS TO PARAGRAPH 7 IN ARTICLE 13 OF THE GROUP'S ARTICLES OF ASSOCIATION APPROVED
Paragraph 7 in Article 13 of the Group's Articles of Association was 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 have been made.
IMPLICATIONS OF THE BONUS ISSUE ON AMER GROUP'S WARRANT SCHEMES
According to the terms and conditions of Amer Group Plc's 2002, 2003 and 2004 warrant schemes, should the Company, before the subscription period, increase its share capital through a bonus issue by issuing new shares, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed for by means of warrants remains unchanged.
The subscription prices will be divided by three (3) and each warrant will have entitlement to subscribe for three Amer Group Plc shares.
Accordingly, the terms and conditions of the warrant schemes are amended as follows:
2002 WARRANT SCHEME
Section "II Terms and conditions of share subscription, 8. Maximum increase of the share capital" is amended so that each warrant entitles its holder to subscribe for three (3) Amer Group shares, instead of one. As a result of the subscriptions, the number of shares of Amer Group Plc can increase by a maximum of 1,557,300 new shares and the share capital can increase by a maximum of EUR 6,229,200. The other parts of the section remain unchanged.
Section "II Terms and conditions of share subscription, 9. Share subscription price" is amended so that the share subscription price shall be a third of the subscription price determined by the terms. The other parts of the section remain unchanged. The new subscription price is EUR 10.79.
2003 WARRANT SCHEME
Section "II Terms and conditions of share subscription, 8. Maximum increase of the share capital" is amended so that each warrant entitles its holder to subscribe for three (3) Amer Group shares, instead of one. As a result of the subscriptions, the number of shares of Amer Group Plc can increase by a maximum of 479,997 new shares and the share capital can increase by a maximum of EUR 1,919,988. The other parts of the section remain unchanged.
Section "II Terms and conditions of share subscription, 9. Share subscription price" is amended so that the share subscription price shall be a third of the subscription price determined by the terms. The other parts of the section remain unchanged. The new subscription price is EUR 12.63.
2004 WARRANT SCHEME
Section "II Terms and conditions of share subscription, 8. Maximum increase of the share capital" is amended so that each warrant entitles its holder to subscribe for three (3) Amer Group shares, instead of one. As a result of the subscriptions, the number of shares of Amer Group Plc can increase by a maximum of 1,650,000 new shares and the share capital can increase by a maximum of EUR 6,600,000. The other parts of the section remain unchanged.
Section "II Terms and conditions of share subscription, 9. Share subscription price" is amended so that the share subscription price shall be a third of the subscription price determined by the terms. The other parts of the section remain unchanged. The new subscription price is EUR 13.53.
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