The shareholders of Amer Group Plc (the Company) are hereby invited to attend the Annual General Meeting to be held on Wednesday 8 March 2000 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 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 a maximum of 1,216,344 of the Company's shares in issue, i.e. 5% of the registered total number of shares in issue, currently totalling 24,326,895 shares.
(c) The shares shall be purchased in accordance with the decision of the Board of Directors at the market price quoted for them during normal stock market trading hours on the Helsinki Exchanges at the time of the purchase. The shares shall be paid for in accordance with the guidelines stipulated by Helsinki Exchanges and the rules of the Finnish Central Securities Depository Ltd.
(d) Since authorisation is limited to a maximum of 5 % of the total number of shares in issue and votes thereon and the Company has one class of shares only, 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 un-restricted equity available for distribution.
f) The share purchase authorisation is effective until the 2001 Annual General Meeting, however the maximum period is one year from the date of the Annual General Meeting at which it is approved. The Board of Directors also proposes that the authorisation given to the Board of Directors by the Annual General Meeting of 11 March 1999 to purchase the company's own shares be cancelled.
3. The Board of Directors is authorised to decide to dispose of the Company's own shares on the following conditions:
(a) The authorisation is limited to a maximum of 1,216,344 of the own shares purchased by the Company.
(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 shareholders' 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 2001 Annual General Meeting, however, the maximum period is one year from the Meeting at which it is approved. The Board of Directors also proposes that the authorisation given to the Board of Directors by the Annual General Meeting on 11 March 1999 to dispose of the company's own shares be cancelled.
4. The Board of Directors' proposal to denominate the share capital in euros and to increase the share capital by means of a bonus issue
The Board of Directors proposes that the share capital of the Company 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. After the increase, the accounted counter-value of each share will be four (4) euros. No new shares will be issued under the bonus issue, and the number of shares will not change.
5. The Board of Directors' proposes amending paragraph 3, 4 and 9 of the Articles of Association as follows:
3 § Minimum and maximum share capital
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.
4 § Number of shares
The share capital of the Company shall consist of not less than 12,500,000 shares and not more than 50,000,000 shares.
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 twelve (12) days prior to the date of the General Meeting.
6. The Board of Directors' proposal to sell shares which have not been transferred to the book-entry system
The Board of Directors proposes that the Annual General Meeting approves selling 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, and to authorise the Board of Directors to undertake the measures necessary to implement the decision.
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 29 February 2000. 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 3 March 2000 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 6 March 2000 before 4:00pm local time either in writing to Amer Group Plc, Share Register, P.O. Box 130, FIN-00601 Helsinki, or by phoning (+358-9-7257 8261/Ms. Raija Virtanen). 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 FIM 3.50 (EUR 0.59) per share be paid for the 1999 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, 13 March 2000. The Board proposes that the dividend be paid on 20 March 2000.
Helsinki, 22 February 2000
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 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 a maximum of 1,216,344 of the Company's shares in issue, i.e. 5% of the registered total number of shares in issue, currently totalling 24,326,895 shares.
(c) The shares shall be purchased in accordance with the decision of the Board of Directors at the market price quoted for them during normal stock market trading hours on the Helsinki Exchanges at the time of the purchase. The shares shall be paid for in accordance with the guidelines stipulated by Helsinki Exchanges and the rules of the Finnish Central Securities Depository Ltd.
(d) Since authorisation is limited to a maximum of 5 % of the total number of shares in issue and votes thereon and the Company has one class of shares only, 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 un-restricted equity available for distribution.
f) The share purchase authorisation is effective until the 2001 Annual General Meeting, however the maximum period is one year from the date of the Annual General Meeting at which it is approved. The Board of Directors also proposes that the authorisation given to the Board of Directors by the Annual General Meeting of 11 March 1999 to purchase the company's own shares be cancelled.
3. The Board of Directors is authorised to decide to dispose of the Company's own shares on the following conditions:
(a) The authorisation is limited to a maximum of 1,216,344 of the own shares purchased by the Company.
(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 shareholders' 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 2001 Annual General Meeting, however, the maximum period is one year from the Meeting at which it is approved. The Board of Directors also proposes that the authorisation given to the Board of Directors by the Annual General Meeting on 11 March 1999 to dispose of the company's own shares be cancelled.
4. The Board of Directors' proposal to denominate the share capital in euros and to increase the share capital by means of a bonus issue
The Board of Directors proposes that the share capital of the Company 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. After the increase, the accounted counter-value of each share will be four (4) euros. No new shares will be issued under the bonus issue, and the number of shares will not change.
5. The Board of Directors' proposes amending paragraph 3, 4 and 9 of the Articles of Association as follows:
3 § Minimum and maximum share capital
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.
4 § Number of shares
The share capital of the Company shall consist of not less than 12,500,000 shares and not more than 50,000,000 shares.
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 twelve (12) days prior to the date of the General Meeting.
6. The Board of Directors' proposal to sell shares which have not been transferred to the book-entry system
The Board of Directors proposes that the Annual General Meeting approves selling 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, and to authorise the Board of Directors to undertake the measures necessary to implement the decision.
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 29 February 2000. 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 3 March 2000 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 6 March 2000 before 4:00pm local time either in writing to Amer Group Plc, Share Register, P.O. Box 130, FIN-00601 Helsinki, or by phoning (+358-9-7257 8261/Ms. Raija Virtanen). 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 FIM 3.50 (EUR 0.59) per share be paid for the 1999 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, 13 March 2000. The Board proposes that the dividend be paid on 20 March 2000.
Helsinki, 22 February 2000
AMER GROUP PLC
Board of Directors