Amer Group Plc: summons to the Company's Annual General Meeting
2004-02-25, 13:31
Shareholders of Amer Group Plc are hereby summoned to the Company's Annual General Meeting to be held at 1 p.m. on Wednesday 17 March 2004 at its headquarters at Mäkelänkatu 91, Helsinki, Finland.
The following matters will be dealt with at the meeting:
1. Matters pertaining to the Annual General Meeting as stated in Article 10 of the Company's Articles of Association
2. The Board's Proposal to amend the Company's Articles of Association
The Board of Directors proposes that paragraph 3 in Article 6 of the Company's Articles of Association be amended 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."
3. A proposal by the Board of Directors to reduce the Company's share capital
The Board of Directors proposes that the Company's share capital be reduced by EUR 3,873,200 by cancelling without payment 968,300 own shares held by the Company. The accounted counter-value of one share is EUR 4. The Company's share capital after the reduction will amount to EUR 94,305,280 and the total number of shares in issue will be 23,576,320.
The Company's restricted shareholders' equity will not be reduced as a consequence of the decrease in share capital because the accounted counter-value of the cancelled shares will be transferred from its share capital to the share premium account.
The decrease in share capital 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.
4. A proposal by the Board of Directors to issue warrants
The Board of Directors proposes that, shareholders' pre-emptive rights to subscription notwithstanding, warrants be offered to Amer Group's key personnel and to Amer Group Plc's wholly owned subsidiary, Amera Oy. It is proposed that shareholders' pre-emptive rights to subscription be set aside, since the warrants form a part of the incentive programme for key personnel and a significant financial reason for this exception, in the Company's opinion, thus exists.
It is proposed that the issue comprises 550,000 warrants, each of which may be exercised to subscribe for one Amer Group Plc share, each with an accounted counter-value of EUR 4. Amera Oy does not have the right to subscribe for shares by exercising the warrants. As a result of share subscriptions, the share capital of the Company may increase by a maximum of EUR 2,200,000. New shares subscribed to by an exercise of the warrants will represent a maximum of 2.2 per cent of the Company's shares and voting rights.
The warrants will be issued without consideration being payable. The Board of Directors of the Company will decide on the number of warrants to be issued to each key person. In 2004 a total of 150,000 warrants will be offered for subscription directly to key persons in order to incentivise them. Some of those entitled to warrants belong to the inner circle of the Company. The inner circle members who are entitled to subscribe for warrants currently hold less than 1 per cent of the Company's shares and voting rights.
A total of 400,000 warrants will be offered for subscription to Amera Oy, a company owned by Amer Group Plc, in order that these warrants may, at a later date, be offered to key persons specified by Amer Group Plc's Board of Directors, provided that the financial targets set by the Board of Directors for the Company's growth and profitability are reached. If both targets are fully reached, a maximum of 300,000 warrants will be transferred to these key personnel. If the minimum level of neither of the targets is reached, no warrants will be transferred to these key personnel. With the exception of the total of 100,000 warrants potentially to be used for M&A transactions, such 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 Amer Group, as determined by the Board of Directors before then, will not bear a subscription entitlement and will automatically be cancelled.
The subscription price of the new shares shall be 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 (10) per cent. The share subscription period with respect to all of the warrants will commence on 1 January 2007 and end on 31 December 2009.
Prior to the commencement of the share subscription period, warrants may not be transferred to any third party or pledged without the consent of the Company's Board of Directors. Should a warrant-holder's employment or service with Amer Group cease prior to the commencement of the share subscription period for reasons defined in more detail in the terms and conditions of the issue, the warrants held by that person shall be transferred to Amera Oy without further action. Amera Oy has the right to reassign such warrants in accordance with the terms and conditions of the warrant scheme.
5. A proposal by the Board of Directors to amend the terms and conditions of the 2002 and 2003 warrants schemes
Amer Group Plc's Board of Directors proposes to the Annual General Meeting 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 Board of Directors proposes 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 will remain unchanged.
Board composition
Of the Board members, Pekka Kainulainen's and Roger Talermo's terms of office will expire after the Annual General Meeting.
In addition, if the Annual General Meeting accepts the Board's proposal to amend the Company's Articles of Association referred to above, Felix Björklund, Ilkka Brotherus, Tuomo Lähdesmäki and Timo Maasilta will resign their positions.
The Nomination Committee of the Board proposes that the number of Board members is confirmed to be seven (7) and that the present members of the Board of Directors, Felix Björklund, Ilkka Brotherus, Pekka Kainulainen, Tuomo Lähdesmäki, Timo Maasilta and Roger Talermo, be re-elected to continue in office and that Anssi Vanjoki (biography) be elected as a new member until the end of the following AGM, if the amendment of the Articles of Association is accepted.
Auditors
According to Article 10 of the Articles of Association, the Annual General Meeting elects an Auditor that shall be a firm of Certified Public Accountants approved by the Central Chamber of Commerce, for a term of one financial year. The Board of Directors proposes to the AGM that Authorised Public Accountants PricewaterhouseCoopers Oy be elected to act as an auditor of the Company. The Board proposes that the auditor in charge of the audit is Mr Göran Lindell, Authorised Public Accountant.
Documents for the AGM
Copies of the annual accounts as well as the Board of Directors' proposals and appendices thereto will be available for inspection by shareholders on 10 March 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 5 March 2004 are entitled to attend the Annual 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 15 March 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 the notifications of attendance.
Dividend payment
The Board of Directors proposes that a dividend of EUR 1.40 per share be paid for the financial year ended 31 December 2003. The dividend will be paid to shareholders who are registered on the list of shareholders maintained by the Finnish Central Securities Depository Ltd as of 22 March 2004, which is the record date for the dividend payment. The Board proposes that the dividend be paid on 29 March 2004.
Helsinki, 25 February 2004
AMER GROUP PLC
Board of Directors
AMER GROUP PLC
Communications
Päivi Antola, Communications Manager
Tel. +358 9 7257 8306, e-mail: paivi.antola@amersports.com
www.amersports.com
DISTRIBUTION:
Hex Helsinki Exchanges
Major media
Biography
Anssi Vanjoki
Executive Vice President & General Manager, Multimedia
Member of Nokia Group Executive Board
Nokia Corporation
As Executive Vice President and General Manager of Multimedia, Nokia, Anssi Vanjoki heads a business group that is responsible for offering devices and content for bringing mobile multimedia to consumers in the form of images, games, music and a range of other attractive content.
A highly respected brand authority with over 20 years of marketing experience, Anssi has been a driving force in Nokia's efforts of addressing the mobile markets. His work has focussed on developing Nokia's brand durability, loyalty and continuity, while, at the same time, advancing Nokia's vision of a mobile world.
Anssi joined Nokia in 1991 and was named Vice President, Sales, Nokia Mobile Phones, before his promotion in 1994 to Senior Vice President, Nokia Mobile Phones Europe and Africa. In 1998 he was made Executive Vice President, Nokia Mobile Phones Europe and Africa and became a member of the Group Executive Board of Nokia. In addition, in 1999, Anssi took responsibility for Nokia's Digital Convergence Unit and, in 2002, also headed up the Business Unit Management. He was appointed to his present position on January 1st 2004.
Prior to joining Nokia, Anssi held a variety of management positions at 3M Corporation and was a member of the Governing Committee of the European Foundation for Quality Management 2001-2003. He is a Knight, 1st Class, of the Order of the White Rose of Finland.
Anssi holds a master's degree in economics from the Helsinki School of Economics and Business Administration.
Anssi was born in 1956 in Helsinki, Finland. He is married and has three children. In his spare time, Anssi enjoys basketball and is a member of Finland's Harley Davidson owners' club. He also likes to spend time in the countryside with his family.
Position
1.1.2004 Executive Vice President & General Manager, Multimedia 1.7.1998 Member of the Nokia Executive Board
Positions held
1998-2003 Executive Vice President, Nokia Mobile Phones
1994-1998 Senior Vice President, Europe & Africa, Nokia Mobile Phones
1991-94 Nokia Mobile Phones, Vice President, Sales
1989-91 3M Finland, Sales Director
1988-89 3M Europe, Sales Manager
1986-88 3M Europe, Product Division Manager
1984-86 3M Finland, Sales and Marketing Manager
1982-84 3M Scandinavia, Product Manager
1980-82 3M Finland, Market Analyst
1978-80 Sampo Group, Market Researcher
The following matters will be dealt with at the meeting:
1. Matters pertaining to the Annual General Meeting as stated in Article 10 of the Company's Articles of Association
2. The Board's Proposal to amend the Company's Articles of Association
The Board of Directors proposes that paragraph 3 in Article 6 of the Company's Articles of Association be amended 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."
3. A proposal by the Board of Directors to reduce the Company's share capital
The Board of Directors proposes that the Company's share capital be reduced by EUR 3,873,200 by cancelling without payment 968,300 own shares held by the Company. The accounted counter-value of one share is EUR 4. The Company's share capital after the reduction will amount to EUR 94,305,280 and the total number of shares in issue will be 23,576,320.
The Company's restricted shareholders' equity will not be reduced as a consequence of the decrease in share capital because the accounted counter-value of the cancelled shares will be transferred from its share capital to the share premium account.
The decrease in share capital 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.
4. A proposal by the Board of Directors to issue warrants
The Board of Directors proposes that, shareholders' pre-emptive rights to subscription notwithstanding, warrants be offered to Amer Group's key personnel and to Amer Group Plc's wholly owned subsidiary, Amera Oy. It is proposed that shareholders' pre-emptive rights to subscription be set aside, since the warrants form a part of the incentive programme for key personnel and a significant financial reason for this exception, in the Company's opinion, thus exists.
It is proposed that the issue comprises 550,000 warrants, each of which may be exercised to subscribe for one Amer Group Plc share, each with an accounted counter-value of EUR 4. Amera Oy does not have the right to subscribe for shares by exercising the warrants. As a result of share subscriptions, the share capital of the Company may increase by a maximum of EUR 2,200,000. New shares subscribed to by an exercise of the warrants will represent a maximum of 2.2 per cent of the Company's shares and voting rights.
The warrants will be issued without consideration being payable. The Board of Directors of the Company will decide on the number of warrants to be issued to each key person. In 2004 a total of 150,000 warrants will be offered for subscription directly to key persons in order to incentivise them. Some of those entitled to warrants belong to the inner circle of the Company. The inner circle members who are entitled to subscribe for warrants currently hold less than 1 per cent of the Company's shares and voting rights.
A total of 400,000 warrants will be offered for subscription to Amera Oy, a company owned by Amer Group Plc, in order that these warrants may, at a later date, be offered to key persons specified by Amer Group Plc's Board of Directors, provided that the financial targets set by the Board of Directors for the Company's growth and profitability are reached. If both targets are fully reached, a maximum of 300,000 warrants will be transferred to these key personnel. If the minimum level of neither of the targets is reached, no warrants will be transferred to these key personnel. With the exception of the total of 100,000 warrants potentially to be used for M&A transactions, such 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 Amer Group, as determined by the Board of Directors before then, will not bear a subscription entitlement and will automatically be cancelled.
The subscription price of the new shares shall be 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 (10) per cent. The share subscription period with respect to all of the warrants will commence on 1 January 2007 and end on 31 December 2009.
Prior to the commencement of the share subscription period, warrants may not be transferred to any third party or pledged without the consent of the Company's Board of Directors. Should a warrant-holder's employment or service with Amer Group cease prior to the commencement of the share subscription period for reasons defined in more detail in the terms and conditions of the issue, the warrants held by that person shall be transferred to Amera Oy without further action. Amera Oy has the right to reassign such warrants in accordance with the terms and conditions of the warrant scheme.
5. A proposal by the Board of Directors to amend the terms and conditions of the 2002 and 2003 warrants schemes
Amer Group Plc's Board of Directors proposes to the Annual General Meeting 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 Board of Directors proposes 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 will remain unchanged.
Board composition
Of the Board members, Pekka Kainulainen's and Roger Talermo's terms of office will expire after the Annual General Meeting.
In addition, if the Annual General Meeting accepts the Board's proposal to amend the Company's Articles of Association referred to above, Felix Björklund, Ilkka Brotherus, Tuomo Lähdesmäki and Timo Maasilta will resign their positions.
The Nomination Committee of the Board proposes that the number of Board members is confirmed to be seven (7) and that the present members of the Board of Directors, Felix Björklund, Ilkka Brotherus, Pekka Kainulainen, Tuomo Lähdesmäki, Timo Maasilta and Roger Talermo, be re-elected to continue in office and that Anssi Vanjoki (biography) be elected as a new member until the end of the following AGM, if the amendment of the Articles of Association is accepted.
Auditors
According to Article 10 of the Articles of Association, the Annual General Meeting elects an Auditor that shall be a firm of Certified Public Accountants approved by the Central Chamber of Commerce, for a term of one financial year. The Board of Directors proposes to the AGM that Authorised Public Accountants PricewaterhouseCoopers Oy be elected to act as an auditor of the Company. The Board proposes that the auditor in charge of the audit is Mr Göran Lindell, Authorised Public Accountant.
Documents for the AGM
Copies of the annual accounts as well as the Board of Directors' proposals and appendices thereto will be available for inspection by shareholders on 10 March 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 5 March 2004 are entitled to attend the Annual 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 15 March 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 the notifications of attendance.
Dividend payment
The Board of Directors proposes that a dividend of EUR 1.40 per share be paid for the financial year ended 31 December 2003. The dividend will be paid to shareholders who are registered on the list of shareholders maintained by the Finnish Central Securities Depository Ltd as of 22 March 2004, which is the record date for the dividend payment. The Board proposes that the dividend be paid on 29 March 2004.
Helsinki, 25 February 2004
AMER GROUP PLC
Board of Directors
AMER GROUP PLC
Communications
Päivi Antola, Communications Manager
Tel. +358 9 7257 8306, e-mail: paivi.antola@amersports.com
www.amersports.com
DISTRIBUTION:
Hex Helsinki Exchanges
Major media
Biography
Anssi Vanjoki
Executive Vice President & General Manager, Multimedia
Member of Nokia Group Executive Board
Nokia Corporation
As Executive Vice President and General Manager of Multimedia, Nokia, Anssi Vanjoki heads a business group that is responsible for offering devices and content for bringing mobile multimedia to consumers in the form of images, games, music and a range of other attractive content.
A highly respected brand authority with over 20 years of marketing experience, Anssi has been a driving force in Nokia's efforts of addressing the mobile markets. His work has focussed on developing Nokia's brand durability, loyalty and continuity, while, at the same time, advancing Nokia's vision of a mobile world.
Anssi joined Nokia in 1991 and was named Vice President, Sales, Nokia Mobile Phones, before his promotion in 1994 to Senior Vice President, Nokia Mobile Phones Europe and Africa. In 1998 he was made Executive Vice President, Nokia Mobile Phones Europe and Africa and became a member of the Group Executive Board of Nokia. In addition, in 1999, Anssi took responsibility for Nokia's Digital Convergence Unit and, in 2002, also headed up the Business Unit Management. He was appointed to his present position on January 1st 2004.
Prior to joining Nokia, Anssi held a variety of management positions at 3M Corporation and was a member of the Governing Committee of the European Foundation for Quality Management 2001-2003. He is a Knight, 1st Class, of the Order of the White Rose of Finland.
Anssi holds a master's degree in economics from the Helsinki School of Economics and Business Administration.
Anssi was born in 1956 in Helsinki, Finland. He is married and has three children. In his spare time, Anssi enjoys basketball and is a member of Finland's Harley Davidson owners' club. He also likes to spend time in the countryside with his family.
Position
1.1.2004 Executive Vice President & General Manager, Multimedia 1.7.1998 Member of the Nokia Executive Board
Positions held
1998-2003 Executive Vice President, Nokia Mobile Phones
1994-1998 Senior Vice President, Europe & Africa, Nokia Mobile Phones
1991-94 Nokia Mobile Phones, Vice President, Sales
1989-91 3M Finland, Sales Director
1988-89 3M Europe, Sales Manager
1986-88 3M Europe, Product Division Manager
1984-86 3M Finland, Sales and Marketing Manager
1982-84 3M Scandinavia, Product Manager
1980-82 3M Finland, Market Analyst
1978-80 Sampo Group, Market Researcher