RNS Number:0109I
Amer Group PLC
26 February 2003

Amer Group Plc                STOCK EXCHANGE ANNOUNCEMENT 1(3)

February 26, 2003 at 3.30 pm



AMER-GROUP PLC: SUMMONS TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The shareholders of Amer Group Plc are hereby summoned to the Annual General
Meeting to be held at 2 p.m. on Thursday 20 March 2003 at Amer Group Plc's
headquarters at Makelankatu 91, Helsinki.

The following matters will be dealt with at the meeting:

1. Matters pertaining to the Annual General Meeting as stated in Section 10
   of the Articles of Association

2. 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 93,032,880.


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.

3.   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 the exception, in the Company's opinion, thus
exists.

It is proposed that the issue comprises 550,000 warrants entitling subscription
to a maximum of 550,000 Amer Group Plc shares, each with an accounted
counter-value of EUR 4. As a result of any such 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 2.4 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. 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 365,000 warrants will be offered for subscription to Amera
Oy, a company owned by Amer Group Plc, in order that the warrants may, at a
later date, be offered to key persons specified by Amer Group Plc's Board of
Directors.

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 2003 with an addition of ten (10) per cent. The
share subscription period with respect to all of the warrants will commence on 1
January 2006 and end on 31 December 2008.

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.

4.  A proposal by the Board of Directors to amend the terms and
    conditions of the 2002 warrants scheme

Amer Group Plc's Annual General Meeting held on 21 March 2002 approved the issue
of 900,000 warrants to Amer Group's key personnel, shareholders' pre-emptive
rights to subscription notwithstanding. The warrants entitle their holders to
subscribe for a maximum of 900,000 Amer Group shares. Of these warrants, 300,000
were offered for subscription to the Group's key personnel and 600,000 were
offered for subscription to Amera Oy, a company owned by Amer Group Plc.

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 572,500 and that the 327,500 undistributed warrants still
held by Amera Oy be cancelled.

As a result of this amendment the Company's share capital may increase due to
share subscriptions based on exercising the warrants by EUR 2,290,000 instead of
EUR 3,600,000, and the number of shares in issue may increase by up to 572,500
instead of 900,000.

In all other respects the terms and conditions of the 2002 warrant scheme will
remain unchanged.

Copies of the annual accounts as well as the Board of Directors' proposals and
appendices thereto will be available for inspection by shareholders on 13 March
2003 at Amer Group's headquarters. Copies of these documents will be sent to
shareholders on request.

Shareholders who are registered on the list of the Company's shareholders
maintained by the Finnish Central Securities Depository Ltd on 10 March 2003 are
entitled to attend the Annual General Meeting.

Shareholders wishing to attend the meeting must inform the company of their
intention not later than 4 p.m. on 18 March 2003 either by 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 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 ending 31 December 2002. 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 25 March 2003, which is the
record date for the dividend payment. The Board proposes that the dividend be
paid on 1 April 2003.

Helsinki, 6 February 2003

AMER GROUP PLC
Board of Directors


AMER GROUP PLC

Communications


Paivi Antola, Communications Manager
Tel. +358 9 7257 8306, e-mail: paivi.antola@amersports.com
www.amersports.com


DISTRIBUTION:

Hex Helsinki Exchanges
Major media


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