CapMan Plc Stock Exchange Release 4 February 2011 8.50. a.m. EET
Notice to the Annual General Meeting of CapMan Plc
Notice is given to the shareholders of CapMan Plc to the Annual General Meeting to be held on Wednesday, 30 March 2011 at 10.00 a.m. at the address Aleksanterinkatu 16-18 (Valkoinen Sali), 00170 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.30 a.m.
A. Matters on the agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2010
– Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the General Meeting that to the members of the Board of Directors to be elected be paid the following monthly remuneration for a term of office ending at the end of the next Annual General Meeting:
– to the Chairman of the Board of Directors EUR 4,500,
– to the deputy Chairman of the Board of Directors EUR 4,500, and
– to the other members of the Board of Directors EUR 4,000 each.
The Nomination Committee of the Board of Directors furthermore proposes that for participation in meetings of the Committees of the Board of Directors shall, in addition to the monthly remuneration, EUR 800 per meeting be paid to each member of the Board of Directors and that the travel expenses of the members of the Board of Directors be compensated in accordance with the company’s travel compensation regulations.
11. Resolution on the number of members of the Board of Directors
The nomination committee of the Board of Directors proposes to the General Meeting that the number of members of the Board of Directors shall be six (6).
12. Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the General Meeting that the following individuals shall be re-elected members of the Board of Directors for a term of office ending at the end of the next Annual General Meeting:
– Koen Dejonckheere,
– Conny Karlsson,
– Teuvo Salminen, and
– Heikki Westerlund.
Of the current Board members Sari Baldauf and Tapio Hintikka have notified the Company that they will not stand for re-election to the Board of Directors.
The Nomination Committee of the Board of Directors furthermore proposes that the following individuals shall be elected new members of the Board of Directors for the same term of office:
– Nora Kerppola, and
– Claes de Neergaard.
MBA Nora Kerppola (born 1964) is managing director of Nordic Investments Oy. She has 18 years of experience in private equity investing in Europe and North America. She has been a partner at GMT Communications in London and a partner at Weiss, Peck & Greer Private Equity (now Robeco) in New York. Previously, Kerppola worked at Investor International (U.S), a subsidiary of Investor AB and affiliated with the Wallenberg family of Sweden. Kerppola started her career in the corporate finance department of Credit Suisse First Boston.
M. Sc. (Econ.) Claes de Neergaard (born 1949) is President of Industrifonden. He joined the firm in February 2005. Previously, Mr. de Neergaard was Vice-President at the European Investment Bank and Executive Director at the European Bank for Construction and Development (EBRD). Prior to that he was the CEO at Nordbanken Luxembourg SA. He has a long track record of Board assignments primarily in the financial sector. He has been Chairman of Nordic Investment Bank and is presently the Chairman of Tredje AP-fonden.
Additional information on the proposed individuals is available on CapMan Plc’s website at the address www.capman.com/ir/annual-general-meetings.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the remuneration to the auditor to be elected be paid and reasonable travel expenses be compensated against the auditor’s reasonable invoice.
14. Election of auditor
The Board of Directors proposes to the General Meeting that PricewaterhouseCoopers Oy, authorized public accountants, be re-elected auditor of the company for a term of office ending at the end of the next Annual General Meeting and that Terja Artimo, APA, be re-elected deputy auditor for the same term of office. PricewaterhouseCoopers Oy has notified that Mikko Nieminen, APA, would act as responsible auditor.
15. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares as follows.
The authorization concerns only B-shares. The amount of own shares to be repurchased and/or accepted as pledge shall not exceed 8,000,000 shares, which corresponds to approximately 10.22 per cent of all B-shares in the company and to approximately 9.49 per cent of all shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
Own shares may be repurchased on the basis of the authorization 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. Own shares may be accepted as pledge on the basis of the authorization in order to finance or carry out acquisitions or other business transactions. The authorization cannot be used for incentive schemes.
The authorization cancels the authorization given to the Board of Directors by the General Meeting on 30 March 2010 to decide on the repurchase and/or acceptance as pledge of the company’s own shares.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2012.
16. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares and other special rights entitling to shares referred to in chapter 10 section 1 of the Companies Act as follows.
The authorization concerns only B-shares. The amount of shares to be issued shall not exceed 12,000,000 shares, which corresponds to approximately 15.33 per cent of all B-shares in the company and to approximately 14.24 per cent of all shares in the company.
The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorization can be used to finance and to carry out acquisitions or other business transactions and investments as well as to improve the capital structure. The authorization cannot be used for incentive schemes.
The authorization cancels the authorization given to the Board of Directors by the General Meeting on 30 March 2010 to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2012.
17. Closing of the meeting
B. Documents of the General Meeting
The proposals for the resolutions on the matters on the agenda of the General Meeting as well as this notice are available on CapMan Plc’s website at the address www.capman.com/ir/annual-general-meetings. The annual accounts, the report of the Board of Directors and the auditor’s report as well as the annual report of CapMan Plc, are available on the above-mentioned website no later than from week 10. The proposals for resolutions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 13 April 2011 at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on Friday 18 March 2011 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the General Meeting, shall register for the meeting no later than on Friday 25 March 2011 at 10.00 a.m. by giving a prior notice of participation, which shall be received by the company no later than on the abovementioned date. Such notice can be given:
a) by sending a written notification to the company’s address (CapMan Plc, Share register, Korkeavuorenkatu 32, 00130 Helsinki)
b) on CapMan’s website at the address www.capman.com/ir/annual-general-meetings
c) by telephone to Satu Pihlajamaa at the number +358 207 207 515 or to Tiina Oikarainen at the number +358 207 207 519;
d) by e-mail to the address agm2011@capman.com, or
e) by telefax to the number +358 207 207 550.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to CapMan Plc is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on Friday 18 March 2011 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by Friday 25 March 2011 at 10.00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to the address CapMan Plc, Share register, Korkeavuorenkatu 32, 00130 Helsinki, Finland, before the last date for registration.
4. Other information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice 4 February 2011, the total number of shares in CapMan Plc is 84,281,766; 6,000,000 A-shares and 78,281,766 B-shares. According to the articles of association, each A-share has ten votes and each B-share has one vote. Thus, the total number of votes is 138,281,766; 60,000,000 of which are allocated to A-shares and 78,281,766 to B-shares.
In Helsinki, 4 February 2011
CapMan Plc
Board of Directors
For more information, please contact:
Heidi Sulin, Head of Legal and Compliance, Tel. +358 207 207 517
CapMan is a private equity fund manager operating in the Nordic countries and Russia with approximately EUR 3.5 billion in capital under management. CapMan has four key investment areas i.e. Buyout, Russia, Public Market and Real Estate, and each of them has dedicated, entrepreneurial teams and funds. Altogether CapMan employs approximately 150 people in Helsinki, Stockholm, Oslo, Moscow, Copenhagen and Luxembourg. CapMan was established in 1989 and its B shares are listed on the Helsinki Stock Exchange since 2001.
