Amer Group PLC's annual general meeting resolutions
Amer Group Plc's Annual General Meeting today received and adopted the Report of the Board of Directors and the financial statements for the year ended 31 December 1998. The AGM granted the members of the Board of Directors and the Company's President discharge from liability. In addition, the AGM approved the Board's proposal to distribute a dividend of FIM 1.00 a share and the proposal to purchase and dispose of the Company's own shares.
1998 financial review
Mr Roger Talermo, President & CEO, addressed the AGM, summarising 1998's financial statements. In his review Mr Talermo discussed last year's results, the development of the sporting goods industry worldwide and the Company's future prospects. He further stated that following a period of reorganisation Amer Group is now well prepared to seek profitable growth and to boost market shares in key product categories.
Board of Directors
The number of members of the Board of Directors was resolved to be six. A new Board member, Mr Felix Björklund, was elected for the term 1999-2001. Mr Tauno Huhtala, whose term was scheduled to expire, was re-elected for a new term 1999-2001. The other Board members, Mr Timo Maasilta (term 1998-1999), Mr Pekka Kainulainen (term 1998-2000), Mr Antti Lehtinen (term 1998-1999) and Mr Roger Talermo (term 1998-2000) will continue as Board Members. In accordance with the Articles of Association, the regular term of each Board Member shall be three years so that one third of the members, or the number nearest to that, shall resign each year. The date for the beginning or expiration of a member's term is the Annual General Meeting.
At its first meeting the Board of Directors elected Mr Pekka Kainulainen as Chairman and Mr Tauno Huhtala as Vice Chairman.
Auditors
SVH Pricewaterhouse Coopers Oy, Authorised Public Accountants, was elected Auditors of the Company.
Dividend
The AGM adopted the Board's proposal to distribute a dividend of FIM 1.00 a share in respect of the 1998 financial year. The record date is 16 March, and the dividends will be paid on 23 March 1999.
Proposal to purchase and dispose of the Company's shares
The AGM adopted the Board's proposal dated 11 February to purchase and dispose of the Company's own shares. The Board was authorised to purchase a maximum of 5% of the total number of the Company's shares in issue, i.e. 1,216,344 shares. The shares will be acquired for the purpose of improving the Company's capital structure and for use as payment when the Company purchases assets related to its business operations and as payment in any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. Purchases of any shares shall be funded from the Company's distributable non-restricted equity only. The shares will be purchased at the market price quoted for them during public trading on the Helsinki Stock Exchange. The authorisation to purchase the Company's own shares will be valid for one year, i.e. until 11 March 2000.
The Board of Directors was authorised to decide to dispose of the Company's own shares on the condition that the authorisation is limited to a maximum of 1,216,344 of the own shares purchased by the Company. The Board was 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. 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 of Directors was authorised to decide to sell the Company's own shares during public trading on the Helsinki Stock Exchange to raise funds for the Company to finance investments and possible corporate acquisitions. The shares will be disposed of at the minimum price quoted for them at the time of disposal. The authorisations to dispose of and sell the shares are valid for one year, i.e. until 11 March 2000.
AMER GROUP PLC
Communications Department
Marja-Leena Simola
Vice President, Communications
Tel. +358 9 7257 8306
Fax +358 9 791 385
E-mail: marja-leena.simola@amer.fi
For further information, please contact:
Mr Roger Talermo, President & CEO, Tel. +358 9 7257 8210
Mr Pekka Paalanne, Senior Vice President & CFO,
Tel. +358 9 7257 8212
1998 financial review
Mr Roger Talermo, President & CEO, addressed the AGM, summarising 1998's financial statements. In his review Mr Talermo discussed last year's results, the development of the sporting goods industry worldwide and the Company's future prospects. He further stated that following a period of reorganisation Amer Group is now well prepared to seek profitable growth and to boost market shares in key product categories.
Board of Directors
The number of members of the Board of Directors was resolved to be six. A new Board member, Mr Felix Björklund, was elected for the term 1999-2001. Mr Tauno Huhtala, whose term was scheduled to expire, was re-elected for a new term 1999-2001. The other Board members, Mr Timo Maasilta (term 1998-1999), Mr Pekka Kainulainen (term 1998-2000), Mr Antti Lehtinen (term 1998-1999) and Mr Roger Talermo (term 1998-2000) will continue as Board Members. In accordance with the Articles of Association, the regular term of each Board Member shall be three years so that one third of the members, or the number nearest to that, shall resign each year. The date for the beginning or expiration of a member's term is the Annual General Meeting.
At its first meeting the Board of Directors elected Mr Pekka Kainulainen as Chairman and Mr Tauno Huhtala as Vice Chairman.
Auditors
SVH Pricewaterhouse Coopers Oy, Authorised Public Accountants, was elected Auditors of the Company.
Dividend
The AGM adopted the Board's proposal to distribute a dividend of FIM 1.00 a share in respect of the 1998 financial year. The record date is 16 March, and the dividends will be paid on 23 March 1999.
Proposal to purchase and dispose of the Company's shares
The AGM adopted the Board's proposal dated 11 February to purchase and dispose of the Company's own shares. The Board was authorised to purchase a maximum of 5% of the total number of the Company's shares in issue, i.e. 1,216,344 shares. The shares will be acquired for the purpose of improving the Company's capital structure and for use as payment when the Company purchases assets related to its business operations and as payment in any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. Purchases of any shares shall be funded from the Company's distributable non-restricted equity only. The shares will be purchased at the market price quoted for them during public trading on the Helsinki Stock Exchange. The authorisation to purchase the Company's own shares will be valid for one year, i.e. until 11 March 2000.
The Board of Directors was authorised to decide to dispose of the Company's own shares on the condition that the authorisation is limited to a maximum of 1,216,344 of the own shares purchased by the Company. The Board was 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. 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 of Directors was authorised to decide to sell the Company's own shares during public trading on the Helsinki Stock Exchange to raise funds for the Company to finance investments and possible corporate acquisitions. The shares will be disposed of at the minimum price quoted for them at the time of disposal. The authorisations to dispose of and sell the shares are valid for one year, i.e. until 11 March 2000.
AMER GROUP PLC
Communications Department
Marja-Leena Simola
Vice President, Communications
Tel. +358 9 7257 8306
Fax +358 9 791 385
E-mail: marja-leena.simola@amer.fi
For further information, please contact:
Mr Roger Talermo, President & CEO, Tel. +358 9 7257 8210
Mr Pekka Paalanne, Senior Vice President & CFO,
Tel. +358 9 7257 8212