The Annual General Meeting of the shareholders of CapMan Plc was held today, 3 April 2002 in Helsinki. The AGM confirmed the balance sheet and granted the Board and the Managing Director discharge. A decision was made to pay a dividend of EUR 0.26 per share. The dividend record date is 8 April 2002 and the payment day of the dividend is 15 April 2002.
The AGM decided that the Board consists of five members. Lauri Koivusalo, Magaging Director of LEL Employment Pension Fund, Teuvo Salminen, Executive Vice President of Jaakko Pöyry Group Oyj, Ari Tolppanen, CEO of CapMan Plc and Vesa Vanha-Honko, Senior Partner at CapMan will continue as Board members and Lennart Jacobsson was elected as a new member. Mr. Jacobsson is Senior Partner at Swedestart Management AB, the Swedish private equity company acquired by CapMan, and he has been active in the Nordic private equity market since 1983. Immediately after the AGM, the organisation meeting of the Board was held and Mr. Lauri Koivusalo was elected as Chairman of the Board and Mr. Vesa Vanha-Honko as Vice Chairman of the Board.
PricewaterhouseCoopers Oy were selected auditors, Mr. Jan Holmberg (KHT = Auditor Approved by the Central Chamber of Commerce) as auditor with main responsibility.
The AGM authorised the Board to decide on increasing the share capital regardless of the former shareholders’ subscription privilege by new subscription or by a convertible loan agreement in one or more instalments as well as to decide on the more detailed conditions of the authorised directed share issue or the convertible loan agreement.
Based on this authorisation, the share capital of the Company can be increased by a maximum of EUR 35,000 by issuing a maximum of 3,500,000 new B shares at a
nominal value of EUR 0.01 in one lot or in instalments, based on a new directed share issue or a convertible loan. The new B share issue can, according to the Board’s decision, be made against consideration in kind or by setting off a receivable. The authorisation is valid for one year from the resolution.
The AGM authorised the Board to resolve upon purchasing the maximum amount of 3,500,000 of the Company’s own B shares at a nominal value of EUR 0.01 by using the distributable equity of the Company. The total nominal value of the B shares owned by the Company and affiliated companies, or the number of votes they entitle to may not exceed 5% of the share capital of the Company or the total number of votes. The authorisation is valid for one year from the resolution.
The B shares may be purchased in the public trading of the Helsinki Exchanges setting aside the proportionate ownership of the shareholders at a price defined in the public trading at the time of the purchase. The purchase price of the shares will be paid according to the rules and regulations of the Helsinki Exchanges and Finnish Central Securities Depository Ltd.
The B shares may be purchased by the Company in order to finance acquisitions relating to the business activity of the Company, to improve the equity structure of the Company, to improve the liquidity of the shares or to be further assigned, resold or voided or if the Board otherwise considers it to be a profitable way to use the Company’s liquid assets. The authorisation covers also the assignment or resale or the use of the purchased shares in the above-mentioned purposes, regardless of the privilege of shareholders, in a way and at a price, which will be separately decided by the Board.
At the same time, the AGM decided to cancel the authorisation granted on 31 May 2001 to purchase or resell the Company’s own shares covered by the authorisation not yet used.
CapMan Plc
Anne Pirilä
Communications Manager
