RNS Number:0056J
Amer Group PLC
20 March 2003

20 March 2003



AMER GROUP PLC: RESULT OF AGM



Amer Group Plc's Annual General Meeting held earlier today received and adopted
the Report of the Board of Directors and the 2002 financial statements. The AGM
granted the members of the Board of Directors and the Company's President
discharge from liability. In addition, the AGM approved the various resolutions,
including the Board's dividend proposal, a cancellation of the Company's own
shares, a change to the 2002 warrant scheme and a new warrant scheme to the
Group's key personnel.



2002 financial review



Mr Roger Talermo, President & CEO, addressed the AGM, summarising 2002's
financial statements. In his review Mr Talermo said that Amer Group's operating
profit continued to grow in 2002. Net sales were similar to the previous year's
level. Cash flow from operating activities was strong. The Golf Division
returned to profitability. In the fourth quarter Amer Group expanded its
operations into the fitness equipment market with the acquisition of Precor in
the United States. Amer Group's net sales and operating profit are expected to
grow in 2003.



Dividend



The AGM adopted the Board's proposal to distribute a dividend of EUR 1.40 a
share in respect of the 2002 financial year. The record date is 25 March 2003,
and the dividend will be paid on 1 April 2003.



Board of Directors



The number of members of the Board of Directors was resolved to be six.



Of those Board members whose term was scheduled to expire, Mr Ilkka Brotherus
and Mr Timo Maasilta were re-elected for three years for the term 2003-2005 and
Mr Tuomo Lahdesmaki was re-elected for two years for the term 2003-2004. The
other Board members, Mr Felix Bjorklund (term 2002-2004), Mr Pekka Kainulainen
(term 2001-2003) and Mr Roger Talermo (term 2001-2003) will continue as Board
Members.



At its first meeting the new Board of Directors elected Mr Pekka Kainulainen as
Chairman and Mr Ilkka Brotherus as Vice Chairman, respectively.



Auditors



PricewaterhouseCoopers Oy, Authorised Public Accountants, were elected Auditors
of the Company. The auditor in charge of the audit is Mr Goran Lindell,
Authorised Public Accountant.



Cancellation of own shares



The AGM adopted the Board's proposal that the registered share capital of Amer
Group be decreased by EUR 3,873,200 by cancelling without payment those 968,300
of its own shares the Company currently holds. The accounted counter-value of
one share is four euros. After the cancellation, the Company's paid up and
registered share capital will amount to EUR 93,032,880 and the number of shares
in issue is 23,258,220.



The restricted shareholders' equity will not decrease due to the cancellation
because the accounted counter-value of the shares will be transferred from the
share capital to the share premium fund.



The cancellation 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.



Changes to the 2002 warrant scheme



The AGM also resolved that the terms of the 2002 warrant scheme be changed and
the maximum amount of warrants be limited to 572,500 and the undistributed
327,500 warrants be cancelled. Due to this change the Company's share capital
may increase by up to 572,500 new shares instead of 900,000 new shares, i.e. by
a maximum of EUR 2,290,000 instead of 3,600,000. Other terms and conditions of
the 2002 warrant scheme remain in force.



A new warrant scheme



The AGM adopted the Board's proposal that a new warrant scheme be issued to Amer
Group Plc's key personnel.



The proposed number of warrants to be issued will be 550,000 with entitlement to
subscribe for a maximum of 550,000 Amer Group shares. Of these warrants, 185,000
will be offered for subscription to the Group's key personnel and 365,000 will
be offered for subscription to Amera Oy, a company belonging to the same group
of Amer companies, in order that the warrants may, at a later date, be offered
to the key persons determined by Amer Group's Board of Directors. The warrants
shall be subscribed for from 10 April to 30 June 2003.



The share subscription price will be EUR 37.90 which is 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 per cent.
The share subscription period commences on 1 January 2006 and ends on 31
December 2008.





AMER GROUP PLC

Communications





Paivi Antola
Communications Manager
Tel. +358 9 725 78 306, e-mail: paivi.antola@amersports.com



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




DISTRIBUTION:



Hex Helsinki Exchanges
Major media




ENCLOSURE

Terms and conditions of Amer Group Plc's warrant scheme 2003





TERMS AND CONDITIONS OF AMER GROUP PLC'S WARRANT SCHEME 2003



I TERMS AND CONDITIONS FOR ISSUE OF WARRANTS



1. Number of warrants



Amer Group Plc (the "Company") will issue not more than a total of 550,000
warrants entitling their holders to subscribe for a maximum of 550,000 shares in
the Company.



2. Allocation of warrants



Deviating from the shareholders' pre-emptive rights to subscription, 185,000
warrants are offered for subscription to the Amer Group's key personnel. The
Company's Board of Directors will decide on the allocation of warrants to the
Group's key personnel.



The remaining 365,000 warrants are offered for subscription to Amera Oy, a
company belonging to the same group of companies as the Company, in order that
the warrants may, at a later date, be offered to those key persons determined by
the Amer Group Plc's Board of Directors. Amera Oy has no right to transfer the
warrants other than to those persons determined by the Company's Board of
Directors.



This deviation from the shareholders' pre-emptive right to subscription is due
to the fact that the warrant scheme is a part of Amer Group's incentive scheme,
and thus, from the Company's point of view, there is a weighty financial reason
for the deviation.



3. Subscription period



The warrants shall be subscribed for from 10 April 2003 to 30 June 2003. Persons
with the right to subscription will be notified of their right in writing.



4. Subscription price



Warrants will be issued without consideration.



5. Secondary subscription period



Deviating from the shareholders' pre-emptive rights, the Board of Directors will
determine the basis on which those warrants that have not been subscribed for
during the subscription period will be subscribed for.



6. Prohibition of transfer of warrants, warrant certificate and incorporation
into book-entry system



Prior to the commencement of the subscription period, warrants may not be
transferred to any third party or pledged without the prior written consent of
the Company's Board of Directors. Warrants may be transferred to a third party
after the share subscription period has commenced. No warrant certificates shall
be given for the warrants.



The warrants will be transferred into the book-entry system prior to the
commencement of the share subscription period. The restrictions set out in
Sections 6 and 7 of these terms and conditions will be registered so that they
are applicable to all warrants in the book-entry system. The Company shall have
the right to execute the registrations pursuant to these terms and conditions
without the consent of the warrant rights holders.



7. Ceasing of employment or service relationship



Should the employment or service relationship in Amer Group of the respective
warrant holder cease subsequent to the subscription for warrants but prior to
the share subscription period for reasons other than retirement for pension,
permanent disability to work or death, the option rights of such warrant holder
shall, without consideration and any further measures, transfer to Amera Oy at
the time of cessation of the respective employment or service relationship.
Amera Oy shall have the right to transfer such option rights pursuant to these
terms and conditions.  The Company shall have the right to get the transfer to
Amera Oy registered in the book-entry system without the consent of the warrant
holders in order to ensure the execution of this Section 7.



II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION



8. Maximum increase of the share capital



Each warrant shall entitle its holder to subscribe for one (1) share in the
Company, each with an accounted counter value of four (4) Euros. As a result of
the share subscriptions, the share capital of the Company may be increased by a
maximum of 550,000 shares corresponding to 2,200,000 Euros.



Amera Oy shall have no right to subscribe for shares.



9. Share subscription price



The subscription price shall be the trade volume weighted average quotation of
the share of Amer Group Plc on the Helsinki Exchanges between January 2 and
February 14, 2003 with an addition of ten (10) per cent, however, not less than
the accounted counter value of the share.



10. Subscription and payment of shares



The share subscription period commences on 1 January 2006 and ends on 31
December 2008.



Warrants that are held by Amera Oy on 31 December 2004 and that have not, prior
to the said date, been transferred to key persons in accordance with Section 2
of these terms and conditions, do not entitle to subscription for shares and
become automatically null and void. The Board of Directors of the Company shall
enter the annulment of the warrants for registration in the Trade Register.



The place of the share subscription shall be the Head Office of the Company, or
another location to be announced at a later date. The shares shall be paid for
at the time of subscription.



11. Registration of shares



Subscribed and wholly paid shares will be registered in the subscriber's
book-entry account.



The Company will approve the subscriptions in its Board meetings that convene
regularly.  The Company will enter any increase of the share capital, based on
the approved subscriptions, for registration in the Trade Register and arrange
for the new shares to be traded on Helsinki Exchanges.



The Company's Board of Directors shall not, however, have the obligation to
approve any subscription that is made subsequent to the end of an accounting
period but prior to the annual general shareholders' meeting.



12. Shareholders' rights



New shares will qualify first for a dividend payment for the financial year
during which the subscription takes place. Other rights will commence on the
date when the increase in the share capital is entered into the Trade Register.



13. Share issues, convertible bonds, bonds with warrants and warrants prior to
the subscription



13.1 Bonus issue



Should the Company increase its share capital through a bonus issue by issuing
new shares, the subscription price and the number of shares to be subscribed for
based on a warrant shall be amended using the following formulas:



New subscription price = subscription price prior to bonus issue multiplied by
the number of shares prior to bonus issue, then divided by number of shares
subsequent to bonus issue.



Number of shares to be subscribed for based on all option rights = number of
shares prior to bonus issue multiplied by the number of shares subsequent to
bonus issue, then divided by the number of shares prior to bonus issue.



Should the new number of shares to be subscribed for based on subscriber's all
warrants not be a round figure, the fraction will be taken into consideration by
lowering the subscription price.



13.2 New issue, issuing of convertible bonds and warrants



Should the Company, prior to the subscription for shares, increase its share
capital through a new issue or an issue of convertible bonds or bonds with
warrants or warrants by granting to its shareholders the first right to
subscribe, the holders of warrants will have the same or equal rights as
shareholders. Equality between shareholders will be addressed by the Company's
Board of Directors through an amendment of the number of shares to be subscribed
for, the subscription price, or both.



Should the new number of shares to be subscribed for based on subscriber's all
warrants not be a round figure, the fraction will be taken into consideration by
lowering the subscription price.



14. Rights of warrant holders in certain situations



Should the Company, prior to the subscription for shares, lower its share
capital, the right to subscription of the holders of warrants shall be amended
accordingly in a manner specified by the Company in its decision to lower the
share capital. If such lowering of the share capital is considered to have no
financial effects on the warrant holder, the lowering shall not influence the
conditions for the subscription.



Should the Company be placed in liquidation, the terms and conditions of the
subscription will remain unchanged.



Should the Company elect to merge with another company as a merging company, or
merge with a new company via a combination merger, or to de-merge into two or
more companies, the warrant holders will be given the right to subscribe for
shares during a period set forth by the Board of Directors prior to such the
merger or de-merger. No right to subscription will exist after the above period.
In the situation referred to above, the warrant holders shall not have the right
to claim that the Company redeems the option rights from them for market value.
If the Company is the receiving company in the merger, the terms of the
subscription will remain unchanged.



The Company's decision to acquire its own shares shall not have any effect on
the warrant holders.



Should a redemption situation arise, as referred to in Chapter 14, Section 19 of
the Companies Act, Chapter 6, Section 6 of the Securities Markets Act or Section
13 of the Articles of Association of the Company, the warrant holders will be
reserved an opportunity to use their right of subscription during the time
period set by the Board of Directors before the redemption. No right to
subscription will exist after this period.



Should the accounted counter value of the shares be amended so that the share
capital remains unchanged, the terms and conditions of the subscription shall be
amended so that the total accounted counter value of shares to be subscribed and
the total subscription price remain unchanged. The provisions of section 13
shall be taken into account in any such amendment.



Should the Company's form change from a public limited liability company to a
private limited liability company, the terms and conditions of the subscription
will remain unchanged.



15. Dispute resolution



The Finnish law shall govern these terms and conditions. Any dispute arising out
of these option rights will be settled by one (1) arbitrator in accordance with
the Rules of Arbitration of the Finnish Central Chamber of Commerce.



16. Other issues



The Board of Directors of the Company shall decide on other matters relating to
the subscription of warrants and shares, such matters including changes in
conditions and specifications, which are not to be considered as of significant
nature.



Any benefit derived from the warrants will not be accrued to a pension.



Any notices relating to this warrant program may be sent by mail or e-mail.



The documentation for the warrants will be available for inspection at the
Company's Head Office in Helsinki.



These terms and conditions have been drawn up in the Finnish and English
language. In the event of inconsistency, the Finnish version shall prevail.








                      This information is provided by RNS
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