The shareholders of Amer Group Plc (the Company) are hereby invited to attend the Annual General Meeting to be held on Wednesday 7 March 2001 at 2:00pm at Amer Group Plc's headquarters at Mäkelänkatu 91, Helsinki.
Agenda
1. Matters which under section 10 of the Articles of Association fall under the authority of the Annual General Meeting.
2. The Board of Directors' proposal to reduce the Company's share capital
The aim of reducing the share capital is to cancel the shares recently purchased and held by the Company. The share capital of the Company, EUR 98,842,080 will be reduced by EUR 2,532,000.
The share capital will be reduced by cancelling the Company's own shares held by the Company without payment.
The number of shares will be reduced by 633,000. The cancellation will relate only to the Company's own shares held by the Company.
The purchase price of the shares will be deducted from the distributable shareholder's equity. The restricted shareholders' equity of the company will not be reduced, since the nominal value of the cancelled shares will be transferred from the share capital into a premium fund.
The reduction of the share capital will not have any significant impact on the breakdown of shareholdings and votes in the Company.
3. The Board of Directors' proposal to authorise the Board to purchase the Company's own shares on the following conditions:
(a) The shares may be acquired to improve the Company's capital structure and for use as payment when the Company purchases assets related to its business operations and as payment in respect of 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.
(b) The authorisation is limited to the amount of shares, the accounted counter-value of which is a maximum of 5% of the Company's registered share capital.
(c) The shares shall be purchased in accordance with the decision of the Board Directors at the market price quoted for them during normal stock market trading hours on the Helsinki Exchanges at the time of any purchase. The shares shall be paid for in accordance with the guidelines stipulated by Helsinki Exchanges and the rules of the Finnish Central Securities Depositary Ltd.
(d) Since the authorisation is limited to a maximum of 5% of the total number of shares in issue and votes thereon and the Company has only one class of shares, the purchase of shares will not have a significant impact on the allotment of shares and votes in the Company.
(e) The shares will be purchased with distributable funds, and an acquisition will decrease the Company's unrestricted equity available for distribution.
(f) The share purchase authorisation is effective until the 2002 Annual General Meeting, however the maximum period is one year from the date of the Annual General Meeting at which it is approved.
4. The Board of Directors is authorised to decide the disposal of the Company's own shares on the following conditions:
(a) The authorisation is limited to the amount of own shares, the accounted counter-value of which is a maximum of 5% of the Company's registered share capital.
(b) The Board of Directors is authorised to decide to whom and in which order the acquired shares shall be disposed of. The Board may decide to place the shares in a proportion deviating from existing shareholder's pre-emptive rights.
(c) The shares will 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. Moreover, the Board requests an authorisation to dispose of the shares in the stock market in order to raise funds for the Company to finance investments and possible corporate acquisitions.
(d) The shares will be disposed of at the minimum price quoted for them at the time of public trading.
(e) This authorisation is effective until the date of the 2002 Annual General Meeting, however, the maximum period is one year from the Meeting at which it is approved.
5. Shareholder Ari Nevonen's proposal
Shareholder Ari Neuvonen's proposal to oblige the Board of Directors and the President of the Company to give an account of the payment of legal costs related to decision No. 3480 made by the Helsinki Court of Appeal on 10 December 1999 as well as Mr Neuvonen's proposal to oblige the Company to collect the respective costs from the members of the Board of Directors.
6. The Board of Director's proposal to amend the Articles of Association as follows:
9 § Notice of General Meeting
The General Meeting shall be convened by the Board of Directors.
The notice of the General Meeting shall be communicated to shareholders by means of advertisements in at least in two daily newspapers which appear in Helsinki and which have been determined by the Board of Directors, not earlier than two (2) months and not later than seventeen (17) days prior to the date of the General Meeting.
Copies of the annual accounts and the Board's proposals as well as the appendices thereto are available for shareholders to inspect at Amer Group's headquarters as of 28 February 2001. Copies of these documents will be sent to shareholders upon request.
Shareholders who have been entered into Amer Group Plc's shareholder register, administered by the Finnish Central Securities Depository Ltd, no later than 23 February 2001 have the right to attend the Annual General Meeting.
A shareholder whose shares have not been entered into the book-entry system also has the right to attend the General Meeting provided that that shareholder was entered in the Company's share register prior to 1 March 1993. In these circumstances, the shareholder must at the General Meeting present his share certificates or some other evidence that the right of ownership to the shares has not been entered into a book-entry account.
Notification of intended participation at the Annual General Meeting must be given to the Company not later than 5 March 2001 before 4:00pm local time either in 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: mirja.vatanen@amer.fi. Possible proxies should be forwarded to the above address together with notice of attendance.
DIVIDEND PAYMENT
The Board of Directors proposes that a dividend of EUR 1.00 per share be paid for the 2000 financial year. Dividends will be paid to shareholders whose shares have been entered in Amer Group Plc's shareholder register, administered by the Finnish Central Securities Depository Ltd, before the record date, 12 March 2001. The Board proposes that the dividend be paid on 19 March 2001.
Helsinki, 16 February 2001
AMER GROUP PLC
Board of Directors
Agenda
1. Matters which under section 10 of the Articles of Association fall under the authority of the Annual General Meeting.
2. The Board of Directors' proposal to reduce the Company's share capital
The aim of reducing the share capital is to cancel the shares recently purchased and held by the Company. The share capital of the Company, EUR 98,842,080 will be reduced by EUR 2,532,000.
The share capital will be reduced by cancelling the Company's own shares held by the Company without payment.
The number of shares will be reduced by 633,000. The cancellation will relate only to the Company's own shares held by the Company.
The purchase price of the shares will be deducted from the distributable shareholder's equity. The restricted shareholders' equity of the company will not be reduced, since the nominal value of the cancelled shares will be transferred from the share capital into a premium fund.
The reduction of the share capital will not have any significant impact on the breakdown of shareholdings and votes in the Company.
3. The Board of Directors' proposal to authorise the Board to purchase the Company's own shares on the following conditions:
(a) The shares may be acquired to improve the Company's capital structure and for use as payment when the Company purchases assets related to its business operations and as payment in respect of 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.
(b) The authorisation is limited to the amount of shares, the accounted counter-value of which is a maximum of 5% of the Company's registered share capital.
(c) The shares shall be purchased in accordance with the decision of the Board Directors at the market price quoted for them during normal stock market trading hours on the Helsinki Exchanges at the time of any purchase. The shares shall be paid for in accordance with the guidelines stipulated by Helsinki Exchanges and the rules of the Finnish Central Securities Depositary Ltd.
(d) Since the authorisation is limited to a maximum of 5% of the total number of shares in issue and votes thereon and the Company has only one class of shares, the purchase of shares will not have a significant impact on the allotment of shares and votes in the Company.
(e) The shares will be purchased with distributable funds, and an acquisition will decrease the Company's unrestricted equity available for distribution.
(f) The share purchase authorisation is effective until the 2002 Annual General Meeting, however the maximum period is one year from the date of the Annual General Meeting at which it is approved.
4. The Board of Directors is authorised to decide the disposal of the Company's own shares on the following conditions:
(a) The authorisation is limited to the amount of own shares, the accounted counter-value of which is a maximum of 5% of the Company's registered share capital.
(b) The Board of Directors is authorised to decide to whom and in which order the acquired shares shall be disposed of. The Board may decide to place the shares in a proportion deviating from existing shareholder's pre-emptive rights.
(c) The shares will 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. Moreover, the Board requests an authorisation to dispose of the shares in the stock market in order to raise funds for the Company to finance investments and possible corporate acquisitions.
(d) The shares will be disposed of at the minimum price quoted for them at the time of public trading.
(e) This authorisation is effective until the date of the 2002 Annual General Meeting, however, the maximum period is one year from the Meeting at which it is approved.
5. Shareholder Ari Nevonen's proposal
Shareholder Ari Neuvonen's proposal to oblige the Board of Directors and the President of the Company to give an account of the payment of legal costs related to decision No. 3480 made by the Helsinki Court of Appeal on 10 December 1999 as well as Mr Neuvonen's proposal to oblige the Company to collect the respective costs from the members of the Board of Directors.
6. The Board of Director's proposal to amend the Articles of Association as follows:
9 § Notice of General Meeting
The General Meeting shall be convened by the Board of Directors.
The notice of the General Meeting shall be communicated to shareholders by means of advertisements in at least in two daily newspapers which appear in Helsinki and which have been determined by the Board of Directors, not earlier than two (2) months and not later than seventeen (17) days prior to the date of the General Meeting.
Copies of the annual accounts and the Board's proposals as well as the appendices thereto are available for shareholders to inspect at Amer Group's headquarters as of 28 February 2001. Copies of these documents will be sent to shareholders upon request.
Shareholders who have been entered into Amer Group Plc's shareholder register, administered by the Finnish Central Securities Depository Ltd, no later than 23 February 2001 have the right to attend the Annual General Meeting.
A shareholder whose shares have not been entered into the book-entry system also has the right to attend the General Meeting provided that that shareholder was entered in the Company's share register prior to 1 March 1993. In these circumstances, the shareholder must at the General Meeting present his share certificates or some other evidence that the right of ownership to the shares has not been entered into a book-entry account.
Notification of intended participation at the Annual General Meeting must be given to the Company not later than 5 March 2001 before 4:00pm local time either in 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: mirja.vatanen@amer.fi. Possible proxies should be forwarded to the above address together with notice of attendance.
DIVIDEND PAYMENT
The Board of Directors proposes that a dividend of EUR 1.00 per share be paid for the 2000 financial year. Dividends will be paid to shareholders whose shares have been entered in Amer Group Plc's shareholder register, administered by the Finnish Central Securities Depository Ltd, before the record date, 12 March 2001. The Board proposes that the dividend be paid on 19 March 2001.
Helsinki, 16 February 2001
AMER GROUP PLC
Board of Directors