CapMan Plc Board of Directors convenes Annual General Meeting 2009

 

–          Proposal that no dividend to the fiscal year 2008 shall be paid

–          Proposal for the Auditor

–          Proposal by Board of Directors to authorize Board of Directors to resolve to issue shares, stock options and other entitlements to Company’s shares

–          Proposal by Board of Directors to authorize Board of Directors to resolve to repurchase Company’s shares and accept Company’s shares as pledge

 

 

The Board of Directors has decided to propose to the Annual General Meeting that no dividend for the fiscal year 2008 shall be paid.

 

 

Shareholders representing more than ten (10) per cent of the votes of the Company have informed the Board of Directors that they will propose to the Annual General Meeting that the number of members of the Board to be elected is six and that Ari Tolppanen, Sari Baldauf, Tapio Hintikka, Lennart Jacobsson, Conny Karlsson and Teuvo Salminen shall be re-elected to the Board of Directors of the Company for the next term of office until the closing of the following Annual General Meeting.

 

 

The external Auditor is elected by the shareholders at the Annual General Meeting for one fiscal year at a time. The Board of Directors proposes that PricewaterhouseCoopers Oy, Authorized Public Accountants, be re-elected as the auditor of the Company with Authorized Public Accountant Jan Holmberg as the auditor in charge and Authorized Public Accountant Terja Artimo shall be re-elected as the deputy auditor of the Company.

 

 

The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors 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. It is proposed that the authorization be used to finance and to carry out acquisitions or other business transactions and the Company’s investments, or employee incentive plans.

 

It is proposed that the authorization would amount to the maximum of 20,000,000 B shares in the Company.

 

It is proposed that the Board of Directors be authorized to implement directed measures, i.e., 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 is proposed to include the right to resolve to issue shares without payment under the condition that particularly weighty financial reason exists pursuant to the Finnish Companies Act. The Board may also resolve to issue shares to the Company itself without payment. Pursuant to the Finnish Companies Act the Board of Directors 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.

 

It is proposed that the authorization include the right for the Board of Directors 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.

 

It is proposed that the authorization shall be in force until 30 June 2010.

 

 

 

The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors 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 Nasdaq OMX 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 Nasdaq OMX Helsinki and the Finnish Central Securities Depository Ltd. The repurchase price must be based on the market price of the Company’s shares in public trading.

 

It is proposed that the authorization shall be in force until 30 June 2010.

 

 

 

The proposals by the Board of Directors for the Annual General Meeting are available on the company’s internet website as of 17 March 2009, at the latest, at the address www.capman.com/En/InvestorRelations/AnnualGeneralMeetings. Shareholders will upon request receive a hard copy of the proposals by the Board of Directors. The documents will also be available at the Meeting.

 

The Company’s Annual Report for the year 2008 will be made available on the Company’s internet website when completed in the week 11. The Company will also send a hard copy of the Annual Report to the shareholders to the address available to the Company.

 

 

Martti Timgren, Legal Counsel, CapMan Plc, tel. +358 207 207 582 or +358 50 531 9772

 

 

CAPMAN PLC

Board of Directors

 

 

 

DISTRIBUTION

Helsinki Stock Exchange

Principal media

www.capman.com