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Decisions of the Annual General Meeting of CapMan Plc

30/03/2011

CapMan Plc Stock exchange release 30 March 2011 at 11.30 a.m. EET

 

 

Decisions of the Annual General Meeting of CapMan Plc

 

CapMan Plc’s Annual General Meeting (AGM) was held today in Helsinki. The meeting approved the annual accounts for the financial year 2010 and discharged the company’s management from liability. The AGM approved all the proposals of the Board of Directors to the AGM.

 

Use of profits shown on the balance sheet and payment of dividend

 

In accordance with the proposal of the Board of Directors, the AGM decided to distribute a dividend of EUR 0.12 per share. Dividends are paid to shareholders who on the dividend record date 4 April 2011 are recorded in the shareholders’ register held by Euroclear Finland Ltd. The dividend is paid on 11 April 2011.

 

Election and remuneration of the members of the Board of Directors

 

The AGM decided that the Board of Directors shall comprise six (6) members. Koen Dejonckheere, Conny Karlsson, Teuvo Salminen and Heikki Westerlund were re-elected to the Board of Directors and Nora Kerppola and Claes de Neergaard were elected to the Board of Directors as new members. The term of office of the Board of Directors expires at the end of the next AGM.

 

The following monthly remuneration shall be paid to the members of the Board of Directors: EUR 4,500 to the chairman and the deputy chairman of the Board of Directors and EUR 4,000 to the other members of the Board of Directors. In addition to the monthly remuneration, EUR 800 per meeting shall be paid to the members of the Board of Directors for participation in meetings of board committees. The travel expenses of the members of the board of directors shall be compensated in accordance with the company’s travel compensation regulations.

 

Election and remuneration of the auditor and deputy auditor

 

PricewaterhouseCoopers Oy, authorized public accountants, was re-elected as auditor of the company and Terja Artimo, authorized public accountant, was re-elected deputy auditor. PricewaterhouseCoopers Oy has notified that Mikko Nieminen, authorized public accountant, will act as responsible auditor. It was decided that the remuneration to the auditor shall be paid and travel expenses compensated against the auditor’s reasonable invoice.

 

Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own securities

 

The AGM authorized the Board of Directors 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.

 

Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares

 

The AGM authorized the Board of Directors 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.

 

 

Helsinki on 30 March 2011

 

 

CAPMAN PLC

 

Mari Reponen
Communications Directors

 

 

Additional information:
Heidi Sulin, Head of Legal and Compliance, tel. +358 207 207 517

 

Distribution:
NASDAQ OMX Helsinki Ltd
Principal media
www.capman.com

 

 

 

CapMan
CapMan is one of the leading private equity firms in the Nordic countries and Russia, with assets under management of €3.5 billion. CapMan has four key investment partnerships – CapMan Buyout, CapMan Russia, CapMan Public Market, and CapMan Real Estate – each of which has its own dedicated investment team and funds. Altogether, CapMan employs 150 people in Helsinki, Stockholm, Oslo, Moscow, Copenhagen and Luxembourg. CapMan was established in 1989 and has been listed on the Helsinki Stock Exchange since 2001.