Decisions adopted by CapMan Plc’s Annual General Meeting

 

 

 

The AGM decided that the Board consists of six members. Sari Baldauf, Tapio Hintikka, Lennart Jacobsson, Teuvo Salminen and Ari Tolppanen will continue as Board members. Conny Karlsson was elected as new member to the Board of Directors. Immediately after the AGM, the organisation meeting of the Board was held and Ari Tolppanen was elected as Chairman of the Board and Teuvo Salminen as Vice Chairman of the Board. In the same meeting the Board evaluated the independence of the Board members from CapMan Plc and its largest shareholders. The Board concluded that Sari Baldauf, Tapio Hintikka, Conny Karlsson and Teuvo Salminen are independent of the company.  

The members of the Board will be paid the following monthly compensations: EUR 4,000 to the Chairman and Vice Chairman and EUR 3,500 to members. Compensation will not be paid for those Board members that are employed by CapMan Group. Reasonable travel expenses will be compensated for all Board members.

 

 

PricewaterhouseCoopers Oy, corporation of authorized public accountants, with Jan Holmberg, APA (Auditor Approved by the Central Chamber of Commerce) as the Lead Auditor, continues as the Company’s Auditors. Terja Artimo, APA, will act as Jan Holmberg’s deputy.

 

 

The AGM authorised the Board of to resolve to issue either newly issued shares or reissue existing B shares in the Company, as well as to issue stock options and other entitlements to B shares referred to in the Finnish Companies Act chapter 10, paragraph 1. The authorization is to be used to finance and to carry out acquisitions or other business transactions and the Company’s investments, or employee incentive plans.

 

The authorization amounts to the maximum of 20,000,000 B shares in the Company and includes the right to deviate from the shareholders’ pre-emptive right to the Company’s shares, provided that weighty financial reason exists pursuant to the Finnish Companies Act. The authorization includes the right to resolve to issue shares without payment under the condition that particularly weighty financial reason exists pursuant to the Finnish Companies Act and the right to issue shares to the Company itself without payment. Pursuant to the Finnish Companies Act the Board may not, however, make a decision to issue shares to the Company itself so that the treasury shares in the possession of, or held as pledges by, the Company and its subsidiaries would exceed one tenth of all shares.

 

The authorization includes the right for the Board to determine the terms and conditions of the issue and re-issue of shares, share option rights and other entitlements referred to in the Finnish Companies Act, chapter 10, paragraph 1, as well as to determine other matters pertaining to these actions in accordance with the Finnish Companies Act, including the right to resolve whether the subscription price be entered wholly or partly to the fund for invested unrestricted equity or as increase in the share capital.

 

The authorization shall be in force until 30 June 2009.

 

 

The AGM authorised the Board to purchase the Company’s own B shares and accept them as pledge. It is proposed that the authorization would amount to the maximum of 8,000,000 B shares in the Company, provided however, that the treasury shares in the possession of, or held as pledges by, the Company and its subsidiaries shall not exceed one tenth of all shares.

 

The shares may be repurchased in order to finance or carry out acquisitions or other business transactions, in order to develop the Company’s capital structure, to improve the liquidity of the Company’s shares, to be disposed for other purposes, or to be cancelled. The shares may be accepted as pledge in order to finance or carry out acquisitions or other business transactions.

 

The repurchase of shares will be carried out by using the Company’s unrestricted shareholders equity, whereby the purchases will reduce funds available for the distribution of profits.

 

The repurchases will be carried out through public trading on the OMX Nordic Exchange Helsinki, whereby the shares will be purchased in another proportion than according to the holdings of the shareholders and in accordance with the rules and regulations of the OMX Nordic Exchange Helsinki and the Finnish Central Securities Depository. The repurchase price must be based on the market price of the Company’s shares in public trading.

 

The authorization shall be in force until 30 June 2009.

 

 

The AGM decided to issue stock options to the key personnel of the Company and its subsidiaries (Stock option program 2008). The terms and conditions of the program are described in detail in Appendix 1. The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the key personnel. The maximum total number of stock options issued within the stock option program 2008 will be 4,270,000 and the stock options entitle their owners to subscribe for a maximum total of 4,270,000 new B-shares in the Company or existing B-shares held by the Company.  The share subscription price will be entered into the invested non-restricted equity fund.

 

Martti Timgren, Senior Legal Counsel, secretary of the Board of Directors, CapMan Plc, tel. +358 207 207 582 or +358 50 531 9772

 

 

CAPMAN PLC

 

Mari Reponen

Communications Director

Investor Services

 

 

DISTRIBUTION

Helsinki Stock Exchange

Principal media

www.capman.com

 

 

 

 

 

I STOCK OPTION TERMS AND CONDITIONS  

1. Number of Stock Options  
The maximum total number of stock options issued is 4,270,000, and they entitle their owners to subscribe for a maximum total of 4,270,000 new B shares in the Company or existing B shares held by the Company. The Board of Directors shall resolve whether new or existing B shares held by the Company (the share) are given to subscribers.  

2. Stock Options  
Of the stock options, 2,135,000 are marked with the symbol 2008A and 2,135,000 are marked with the symbol 2008B.  

The people, to whom stock options are issued, shall be notified in writing by the Board of Directors about the offer of stock options. The stock options shall be delivered to the recipient when he/she has accepted the offer of the Board of Directors.  

3. Right to Stock Options  
The stock options shall be issued gratuitously to the Group key personnel. The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group’s incentive and commitment program for the Group key personnel.  

4. Distribution of Stock Options  
The Board of Directors shall decide upon the distribution of the stock options to the key personnel employed by or to be recruited by the Group. The Board of Directors shall also decide upon the further distribution of the stock options returned later to the Company.  

The stock options shall not constitute a part of employment or service contract of a stock option recipient, and they shall not be regarded as salary or fringe benefit. Stock option recipients shall have no right to receive compensation on any grounds, on the basis of stock options, during employment or service or thereafter. Stock option recipients shall be liable for all taxes and tax-related consequences arising from receiving or exercising stock options.   

5. Transfer and Forfeiture of Stock Options  
The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock options can freely be transferred and pledged, when the relevant share subscription period has begun. The Board of Directors may, however, permit the transfer or pledge of stock options also before such date. Should the stock option owner transfer or pledge his/her stock options, such person shall be obliged to inform the Company about the transfer or pledge in writing, without delay.  

Should a stock option owner cease to be employed by or in the service of the Group, for any reason other than the death or the statutory retirement of a stock option owner, such person shall gratuitously, without delay, forfeit to the Company or its order, such stock options for which the share subscription period specified in Section II.2 has not begun, on the last day of such person’s employment or service. The proceedings shall be similar if the rights and obligations arising from the stock option owner’s employment or service are transferred to a new owner or holder upon the employer’s transfer of business. The Board of Directors can, however, in these cases, decide that the stock option owner is entitled to keep such stock options, or a part of them.  

Should the stock options be transferred to the book-entry securities system, the Company shall have the right to request and get transferred all forfeited stock options from the stock option owner’s book-entry account to the book-entry account appointed by the Company, without the consent of the stock option owner. In addition, the Company shall be entitled to register transfer restrictions and other respective restrictions concerning the stock options to the stock option owner’s book-entry account, without the consent of the stock option owner.    

II SHARE SUBSCRIPTION TERMS AND CONDITIONS  

1. Right to subscribe for Shares  
Each stock option entitles its owner to subscribe for one (1) new share in the Company or an existing share held by the Company. The share subscription price shall be recorded in the invested non-restricted equity fund.  

2. Share Subscription and Payment  
The share subscription period shall be  
– for stock option 2008A 1 May 2011-31 December 2012 and
– for stock option 2008B 1 May 2012-31 December 2013.  

Share subscriptions shall take place at the head office of the Company or possibly at another location and in the manner informed later. Upon subscription, payment for the shares subscribed for, shall be made to the bank account designated by the Company. The Board of Directors shall decide on all measures concerning the share subscription.  

 

3. Share Subscription Price  
The share subscription price shall be:  
– for stock option 2008A, the trade volume weighted average quotation of the share on the OMX Nordic Exchange Helsinki during 1 May-30 June 2008 with an addition of ten (10) per cent and
– for stock option 2008B, the trade volume weighted average quotation of the share on the OMX Nordic Exchange Helsinki during 1 May-30 June 2009 with an addition of ten (10) per cent.  

If the dividend ex date falls on the period for determination of the share subscription price, such dividend shall be added to the trading prices of the share trading made as from the dividend ex date, when calculating the trade volume weighted average quotation of the share. The proceedings shall be similar, if the Company distributes funds from the non-restricted equity fund or distributes share capital to the shareholders.  

The share subscription price of the stock options may be decreased in certain cases mentioned in Section 7 below. The share subscription price shall, nevertheless, always amount to at least EUR 0.01.  

4. Registration of Shares  
Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber.  

5. Shareholder Rights  
The dividend rights of the new shares and other shareholder rights shall commence when the shares have been entered in the Trade Register.  

If existing shares, held by the Company, are given to the subscriber of shares, the subscriber shall be given the right to dividend and other shareholder rights when the shares have been subscribed and paid.  

6. Share Issues, Stock Options and other special Rights entitling to Shares before Share Subscription  
If the Company, before the share subscription, decides on an issue of shares or an issue of new stock options or other special rights entitling to shares, a stock option owner shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription prices or both of these.  

7. Rights in Certain Cases  
If the Company distributes dividends or funds from the non-restricted equity fund, from the share subscription price of the stock options, shall be deducted the amount of the dividend or the amount of the distributable non-restricted equity decided after the beginning of the period for determination of the share subscription price but before share subscription, as per the dividend record date or the record date of the repayment of equity.  

If the Company reduces its share capital by distributing share capital to the shareholders, from the share subscription price of the stock options, shall be deducted the amount of the distributable share capital decided after the beginning of the period for determination of the share subscription price but before share subscription, as per the record date of the repayment of share capital.  

If the Company is placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his/her share subscription right, within a period of time determined by the Board of Directors. If the Company is deleted from the register, before the share subscription, the stock option owner shall have the same right as, or an equal right to, that of a shareholder.  

If the Company resolves to merge with another company as a merging company or merge with a new company to be formed in a combination merger, or if the Company resolves to be demerged entirely, the stock option owners shall, prior to the merger or demerger, be given the right to subscribe for shares with their stock options, within a period of time determined by the Board of Directors. Alternatively, the Board of Directors can give a stock option owner the right to convert the stock options into stock options issued by the other company, in the manner determined in the draft terms of merger or demerger, or in the manner otherwise determined by the Board of Directors, or the right to sell stock options prior to the merger or demerger. After such period, no share subscription right or conversion right shall exist. The same proceeding applies to cross-border mergers or demergers, or if the Company, after having registered itself as an European Company, or otherwise registers a transfer of its domicile from Finland into another member state. The Board of Directors shall decide on the impact of potential partial demerger on the stock options. In the above situations, the stock option owners shall have no right to require that the Company redeem the stock options from them at their market value.  

Repurchase or redemption of the Company’s own shares or acquisition of stock options or other special rights entitling to shares shall have no impact on the position of the stock option owner. If the Company, however, resolves to repurchase or redeem its own shares from all shareholders, the stock option owners shall be made an equivalent offer.  

If a redemption right and obligation to all of the Company’s shares, as referred to in Chapter 18 Section 1 of the Finnish Companies Act, arises to any of the shareholders, before the end of the share subscription period, on the basis that a shareholder possesses over 90% of the shares and the votes of the shares of the Company, the stock option owners shall be given a possibility to use their right of share subscription by virtue of the stock options, within a period of time determined by the Board of Directors, or the stock option owners shall have an equal obligation to that of shareholders to transfer their stock options to the redeemer, irrespective of the transfer restriction defined in Section I.5 above.    

III OTHER MATTERS  

These terms and conditions shall be governed by the laws of Finland. Disputes arising in relation to the stock options shall be finally settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce by one single arbitrator.  

The Board of Directors may decide on the transfer of the stock options to the book-entry securities system at a later date and on the resulting technical amendments to these terms and conditions, as well as on other amendments and specifications to these terms and conditions which are not considered essential. Other matters related to the stock options shall be decided on by the Board of Directors, and it can also give stipulations binding on the stock option owners.  

The Company shall be entitled to withdraw the stock options which have not been transferred, or with which shares have not been subscribed for, gratuitously, if the stock option owner acts against these terms and conditions, or against the instructions given by the Company on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities.  

The Company can keep stock option owners on register including stock option owners’ personal data. The Company can send information on the stock options to the stock option owners by e-mail.  

These terms and conditions have been prepared in Finnish and in English. In the case of any discrepancy between the Finnish and English versions, the Finnish shall prevail.