The Board of Directors of CapMan Plc has decided on 26.2.2002 to propose to the Annual General Meeting to be held on April 3, 2002 that the Board be authorised to increase the share capital and to purchase and transfer the company’s own shares. The proposals are presented in detail in the invitation to the Annual General Meeting annexed below.
INVITATION TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF CAPMAN PLC
The shareholders of CapMan Plc are invited to the Annual General Meeting that will be held on Wednesday, April 3, 2002 at 10.00 a.m. at the Adams Hall in Helsinki. The street address is Erottajankatu 15-17.
According to the Finnish Companies Act chapter 3a, paragraph 11 and 11a, shareholders who have registered their holdings in the shareholder’s register of the Finnish Central Securities Depositary Ltd. at latest March 22, 2002, or owners of nominee registered shares, who have on the respective date been registered temporarily into the shareholder’s register of the Company, have the right to participate in the meeting. Shareholders who wish to participate in the meeting, should notify the Company of their intention to do so at latest April 2, 2002 at 12.00 a.m. either in writing to the Company address Korkeavuorenkatu 32, 00130 Helsinki, by telephone to 09 6155 8329/Mari Paananen, or e-mail to mari.paananen@capman.fi or by telephone to (09) 6155 8322/Anne Pirilä, or by e-mail to anne.pirila@capman.fi.
Shareholders may use their rights in the Annual General Meeting personally or by using an authorised representative. The authorised representative must present a dated power of attorney. The power of attorneys should be delivered to the Company at the time of the pre-registration.
The Annual General Meeting has the following agenda:
(1) Annual General Meeting issues according to the Articles of Association, article 12
(2) The authorisation to the Board of Directors to decide on increase of the share capital
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on an increase of the share capital regardless of the subscription privilege of former shareholders, in one or more instalments by new share subscriptions or a convertible loan and under the authorised issue of shares to decide on the terms of the new subscriptions to directed issue of shares or convertible loans. The authorisation applies to B-series shares of the Company.
According to this authorisation, the Company share capital may be increased by a maximum of EUR 35,000.00 so that by virtue of the new subscriptions to directed issue of shares or convertible loans a maximum of 3,500,000 new company B-shares of a nominal value of EUR 0.01 may be issued in one or more instalments. The authorisation is valid for one year from the resolution. The new subscriptions to shares may, according to the decision of the Board of Directors, be made against consideration in kind or by setting off a receivable.
The Company’s Board of Directors has the right to resolve that the new shares be issued in the directed issue of shares, the specifications for the subscription price and final subscription price, which however may not be lower than the nominal value of shares. The Board also has the right to resolve upon the allocation and the final number of shares to be issued, which may not exceed 3,500,000 shares.
The authorisation for the Board includes the right to set aside the subscription privilege of shareholders. Hence the Board has the right to decide for example who has the right to subscribe to new shares in the issuing of new shares, or whom the convertible loan is directed to.
The purpose of the authorisation is to carry out and finance company acquisitions and other business arrangements as well as finance current and future investments of the Company. For the stated reasons weighty financial justifications required by the Finnish Companies Act, chapter 4, article 2, paragraph 2 exist to set aside the subscription privilege of shareholders.
(3) Proposal by the Board of Directors for authorising the Board to decide on an acquisition and transfer of own shares
The Board of Directors proposes that the Annual General Meeting cancel the authorisation issued on May 31, 2001 to acquire and transfer own shares for the part which the authorisation has not been utilised.
The Board of Directors proposes that the Annual General Meeting authorises the Board to resolve upon purchasing of own B-shares by using the Company’s distributable equity. The maximum number to be purchased is 3,500,000 publicly listed CapMan Plc B-shares of nominal value EUR 0.01. However, the total nominal value or the number of votes of the shares of the Company or its subsidiaries after the acquisition does not exceed 5 % of the share capital or number of votes of all shares. The purchase of the shares limits the distributable equity of the Company. The authorisation is valid for one year from the resolution. The authorisation applies to the B-series shares of the Company. The Board of Directors decides the acquisition sequence of the shares.
The shares may be acquired in another proportion than the shareholders’ proportional shareholdings through public trading arranged by the Helsinki Stock Exchange. The shares are acquired at a price defined in the public trading at t the time of the purchase. The purchase price of the shares is paid in accordance with directions and rules of the Helsinki Stock Exchange and Finnish Central Securities Depository Ltd. The Board has the final right to decide on the specifications of the acquisition price should the stated definition mechanism not be available.
The shares may be purchased to the Company in order to finance the acquisition of Company business assets, to develop the Company’s equity structures, to improve share liquidity or to be further assigned, resold or voided or should the Board otherwise consider it to be a profitable way to use the
Company’s liquid assets. The authorisation covers also the assignment or resale of the Company’s own shares setting aside the subscription privilege of shareholders for the stated purposes in a way and for a price separately decided by the Board.
Since the maximum number of acquirable shares is below 5 % of the total number of shares and number of votes of all shares of the Company, the acquisition of shares has no considerable effect on the distribution of share ownership or voting power in the Company. The related entities stated in the Finnish Companies Act own a total of circa 60 % (estimate) of the company share capital prior to the acquisition of own shares. The ownership of the related entities may be reduced due to the acquisition of shares. The ownership of the related entities however depends in some degree on how many shares the Board shall purchase and how many shares the related entities of the Company shall sell in the public trade.
The documents (the final accounts and annual report) related to the closing of the accounts and the proposal of the Board of Directors to be authorised to increase share capital and the authorisation to acquire and sell own shares together with the Company’s auditor’s statement regarding the specifications for defining the subscription price and justification to set aside the subscription privilege of shareholders as well as the specifications for the acquisition price for shares and justification and means for share acquisition are available for review from March 25, 2002 at the Company’s head office in Korkeavuorenkatu 32, 00130 Helsinki. Shareholders will be sent a copy of the documentation upon request.
Dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.26 per share be paid for the fiscal year ending December 31, 2001. If the Annual General Meeting approves of the Board’s proposal, the record-date for dividend payments is Monday April 8, 2002 and the pay-date Monday April 15, 2002.
Helsinki, February 26, 2002
CapMan Plc
The Board of Directors
