CapMan Plc Stock Exchange Release 5 February 2010 8.20 a.m. 

CapMan Plc Board of Directors convenes Annual General Meeting 2010

The Board of Directors of CapMan Plc convenes the Annual General Meeting to be held on Tuesday 30 March 2010. The Board of Directors will publish the proposals received from the largest shareholders for the composition of the Board of Directors and will submit the below proposals to the Meeting:

–  Proposal that the Company’s should pay a dividend of EUR 0.04 per share from its distributable assets

–  Proposal for the election of the Auditor

–  Proposal to amend the Articles of Association

–  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 proposal for the composition of Board of Directors

Shareholders representing more than ten (10) per cent of the voting rights in CapMan Plc have informed the Board of Directors that they will propose to the AGM that Ms. Sari Baldauf, Mr. Tapio Hintikka, Mr. Conny Karlsson and Mr. Teuvo Salminen shall be re-elected to the Board of Directors of the Company and that Mr. Koen Dejonckheere and Mr. Heikki Westerlund shall be elected as new members to the Board of Directors. All candidates have given their written consent to the election. The largest shareholders will also recommend that Mr. Heikki Westerlund shall be chosen to the Chairman of the Board of Directors.

Mr. Koen Dejonckheere, M. Sc. (Eng.), MBA, born 1969, is a Belgian citizen and has been CEO of Gimv nv since 2008. Before, he was Managing Director and head of Corporate Finance at KBC Securities, where he made major contributions to the European expansion of the corporate finance activities. Previously, Koen Dejonckheere worked for venture capital fund NeSBIC Groep (now part of Fortis Group), buyout company Halder (now part of Gimv), Price Waterhouse Corporate Finance Europe, and the former BBL (now part of ING). Koen Dejonckheere has extensive experience as a dealmaker in investment banking and private equity in Belgium and abroad and he is through his current position well familiar with the Russian market. Gimv owns 6,335,896 CapMan Plc B shares which represent approximately 4.5% of the voting rights in the CapMan Plc.

Mr. Heikki Westerlund, M. Sc. (Econ.), born 1966, has been CEO of CapMan Plc since 1 April 2005. He is also CapMan’s Senior Partner. Heikki Westerlund joined CapMan in 1994 and has, prior his position as CEO, headed CapMan’s technology and buyout teams.  Prior to CapMan he worked for the Finnish Innovation Fund, Sitra. Westerlund is the Chairman of the Finnish Venture Capital Association and member of the Board of Lumene Oy. Westerlund owns directly and through the companies under his control in total 2,976,280 CapMan Plc A and B shares, which represent approximately 3.8% of the voting rights in the Company. In addition, he is a shareholder in CapMan Partners B.V., which owns in total 5,000,000 A and B shares representing approximately 23.1% of the voting rights in CapMan Plc.  

Of the current Board members both Chairman Ari Tolppanen and member Lennart Jacobsson have expressed their desire to withdraw from the Board. Both Mr. Tolppanen and Mr. Jacobsson will continue at the service of CapMan Group as investment professionals. 

Proposal for the dividend

The Board of Directors will propose to the Annual General Meeting that a dividend of EUR 0.04 per share should be paid from the distributable assets to shareholders, equivalent to a total of MEUR 3.4. The Company’s distributable assets amounted to MEUR 10.5 on 31 December 2009.

Proposal for the election of the Auditor

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 to the Annual General Meeting that PricewaterhouseCoopers Oy, Authorised Public Accountants, be re-elected as the auditor of the Company with Authorised Public Accountant Jan Holmberg as the auditor in charge, and Authorised Public Accountant Terja Artimo be re-elected as the deputy auditor of the Company.

Proposal to amend the Articles of Association

The Board of Directors proposes that the Annual General Meeting resolves to amend article 11 of the Articles of Association to state as follows:

“11. Notice of a General Meeting of Shareholders

The notice of a General Meeting shall be delivered by publishing the notice of meeting on the company’s webpage and as stock exchange release no more than three (3) months and no less than three (3) weeks prior to the General Meeting, however, always at least nine (9) days prior to the record date of the General Meeting set forth in Chapter 4, Section 2.2 of the Finnish Companies Act. The board of directors may in addition decide to publish the notice in other ways.”

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

The Board of Directors proposes that the Annual General Meeting authorise 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 authorisation be used to finance and to carry out acquisitions or other business transactions and the Company’s investments.

It is proposed that the authorisation would amount to the maximum of 12,000,000 B shares in the Company.

It is proposed that the Board of Directors be authorised to implement directed measures, i.e., to deviate from the shareholders’ pre-emptive right to the Company’s shares, provided that a weighty financial reason exists pursuant to the Finnish Companies Act. The authorisation is proposed to include the right to resolve to issue shares without payment under the condition that a 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 authorisation 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 authorisation shall be in force until 30 June 2011.

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 proposes that the Annual General Meeting authorise the Board of Directors to purchase the Company’s own B shares and accept them as pledge. It is proposed that the authorisation 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 Nasdaq OMX Helsinki Ltd and Euroclear Finland Ltd. The repurchase price must be based on the market price of the Company’s shares in public trading.

It is proposed that the authorisation shall be in force until 30 June 2011.

Availability of the proposals, annual accounts and notice of the AGM

The proposals by the Board of Directors for the Annual General Meeting in full as well as the Company’s Financial Statements are available on the company’s internet website as of 9 March 2010, 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 2009 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 on request.

For more information, please contact:

Heidi Sulin, Legal Counsel, CapMan Plc, tel. +358 207 207 517 or +358 40 535 9262

CAPMAN PLC

Board of Directors

DISTRIBUTION

Helsinki Stock Exchange

Principal media

www.capman.com

CapMan  www.capman.com  

CapMan is one of the leading alternative asset managers in the Nordic countries and Russia and manages private equity funds with approximately EUR 3.5 billion in total capital. CapMan has six investment areas (CapMan Buyout, CapMan Technology, CapMan Life Science, CapMan Russia, CapMan Public Market and CapMan Real Estate), and each of them has a dedicated team and funds. Altogether CapMan employs approx. 150 people in Helsinki, Stockholm, Copenhagen, Oslo and Moscow. CapMan was established in 1989 and its B shares are listed on the Helsinki Stock Exchange since 2001.