CapMan Plc Stock Exchange Release 30 March 2010 11.30 a.m. 


Decisions adopted by CapMan Plc’s Annual General Meeting

CapMan Plc’s Annual General Meeting (AGM) was held today in Helsinki. The meeting confirmed the 2009 financial statements and granted discharge from liability to the Board of Directors and the CEO for the 2009 financial year. The AGM approved the proposals of the Board of Directors to the AGM as they were.

Payment of dividend

The AGM decided that a dividend of EUR 0.04 per share will be distributed to the shareholders from the Company’s distributable assets, as proposed by the Board of Directors. The dividend will be paid to shareholders recorded in the shareholders’ register of the Company on the record date 6 April 2010, and the dividend will be paid on 13 April 2010.

The members of the Board of Directors 
 

The AGM decided that the Board consists of six members. The Board’s term of office continues until the close of the General Meeting following their election. Ms. Sari Baldauf, Mr. Tapio Hintikka, Mr. Conny Karlsson and Mr. Teuvo Salminen were re-elected to the Board of Directors and Mr. Koen Dejonckheere, CEO of Gimv NV, and Mr. Heikki Westerlund, CEO of CapMan Plc, were elected to the Board as new members.

The remunerations of the members of the Board

The AGM confirmed the following monthly remuneration for the members of the Board of Directors: for the Chairman and Vice Chairman EUR 4,500 and for the other members EUR 4,000. In addition, if the Board establishes Board committees, a meeting fee of EUR 1,000 per meeting shall be paid for the committee members. In addition reasonable travel expenses will be compensated.

Auditors

PricewaterhouseCoopers Oy, corporation of authorized public accountants, with Jan Holmberg, APA (Auditor Approved by the Central Chamber of Commerce) as the Lead Auditor, was elected as the Company’s Auditors. Terja Artimo, APA, was elected as Jan Holmberg’s deputy. The AGM decided that the auditor is paid a fee and compensation for travel expenses according to the reasonable auditor’s invoice.

Amendment of the Articles of Association

The AGM resolved, as proposed by the Board of Directors, 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.”

Authorization for the Board to resolve to issue shares, stock options and other entitlements to Company’s Shares

The AGM authorised 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. The authorization is to be used to finance and to carry out acquisitions or other business transactions and the company’s investments.

The authorization amounts to the maximum of 12,000,000 B shares in the company and includes the right for the Board 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 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. 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. 

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 is in force until 30 June 2011.

Authorization for the Board to resolve to repurchase Company’s shares or accept them as pledge

The AGM authorised the Board to purchase the company’s own B shares and accept them as pledge. The authorization amounts 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 Euroclear Finland Ltd. The repurchase price must be based on the market price of the Company’s shares in public trading.

The authorization is in force until 30 June 2011.

For more information, please contact:

Heidi Sulin, Legal Counsel, CapMan Plc, tel. +358 207 207 517

CAPMAN PLC

Mari Reponen

Communications Director

Investor Services

DISTRIBUTION

Helsinki Stock Exchange

Principal media

www.capman.com

CapMan 

CapMan is one of the leading alternative asset managers in the Nordic countries and Russia and manages private equity funds with approximately EUR 3.6 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.