CapMan Plc Stock Exchange Release 3 February 2012 at 9.10 a.m. EET
CapMan Plc’s Notice to the General Meeting
Notice is given to the shareholders of CapMan Plc to the Annual General Meeting to be held on Wednesday, 14 March 2012 at 10.00 a.m. at the Cultural Centre G18 ball room at the address Yrjönkatu 18, 00120 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 2011
-
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 the 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 further proposes that for participation in meetings of the Committees of the Board of Directors shall, in addition to the monthly remuneration, a fee of 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,
-
Nora Kerppola,
-
Claes de Neergaard,
-
Teuvo Salminen, and
-
Heikki Westerlund.
Of the current members of the Board of Directors Conny Karlsson has informed the company that he will not be available as a candidate to the Board of Directors. The Nomination Committee of the Board of Directors further proposes that the following individual shall be elected new member of the Board of Directors for the above mentioned term of office:
-
Karri Kaitue
LL. Lic. Karri Kaitue (b. 1964) has worked as Deputy Chief Executive Officer of Outokumpu Group during 2005-2011. He was a member of the Outokumpu Group Executive Committee during 2002-2011, of which the latest six years he was the Vice Chairman. His responsibilities at Outokumpu included among others Tornio Works, Group strategy, business development and M&A. He joined Outokumpu Group in 1990. Currently Mr. Kaitue serves as Chairman of the Board for Destia Ltd., Vice Chairman of the Board for Outotec Oyj and a member of the Board for Cargotec Corporation.
Additional information on the proposed individual is available on CapMan Plc’s website at the address www.capman.com/capman-group/governance/general-meetings.
13. Resolution on the remuneration of the auditor
Based on the proposal of the Audit Committee the Board of Directors proposes to the General Meeting that the remuneration to the auditor to be elected be paid and travel expenses be compensated against the auditor’s reasonable invoice.
14. Election of the auditor
Based on the proposal of the Audit Committee 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 continue to act as responsible auditor. However, subject to the resolution in item 17 concerning the approval for amending the articles of association by abolishing the election of a deputy auditor, the deputy auditor’s term of office will end on the day said amendment is registered to the Trade Register.
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 10.19 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 existing 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 2011 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 2013.
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 15,000,000 shares, which corresponds to approximately 19.10 per cent of all B-shares in the company and to approximately 17.80 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 2011 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 2013.
17. Amendment of the articles of association
The Board of Directors proposes to the General Meeting that section 9 of the articles of association concerning the auditor be amended to remove the obligation to elect a deputy auditor. The amended section of the articles of association would read as follows:
“9. Auditor
The company shall have one (1) auditor. The term of the auditor shall terminate at the end of the next annual General Meeting following the election. The auditor must be an audit firm certified by the Central Chamber of Commerce.”
Correspondingly, the reference to a deputy auditor is proposed to be removed from section 10, subsection 6 and subsection 9. The amended subsections would read as follows:
Subsection 6:
“the remuneration and the principles of reimbursement for travel expenses payable to the members of the Board of Directors and the auditor;”
Subsection 9:
“auditor;”.
18. 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/capman-group/governance/general-meetings. CapMan Plc’s electronic annual report, including the annual accounts, the report of the Board of Directors and the auditor’s report, will be published at the address http://annualreport2011.capman.com no later than on 22 February 2012. The proposals for resolutions and the other above-mentioned documents are also available at the General Meeting. The minutes of the meeting will be available on the above-mentioned website from 28 March 2012 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 2 March 2012 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 by giving a prior notice of participation, which has to be received by the company no later than on Friday 9 March 2012 at 10.00 a.m. Such notice can be given:
a) by sending a written notification to the company’s address (CapMan Plc/AGM, Korkeavuorenkatu 32, 00130 Helsinki),
b) on CapMan’s website at the address www.capman.com/capman-group/governance/general-meetings,
c) by telephone to Anni Varjo at the number +358 207 207 627 or to Hannele Luukkainen at the number +358 207 207 649,
d) by e-mail to the address agm@capman.com, or
e) by telefax to the number +358 207 207 510.
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 by shareholders 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 at the General Meeting.
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 2 March 2012 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 9 March 2012 at 10.00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting and the above described separate registration is not required.
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/AGM, 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 3 February 2012, the total number of shares in CapMan Plc is 84,281,766; which comprise 5,750,000 A-shares and 78,531,766 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 136,031,766; 57,500,000 of which are allocated to A-shares and 78,531,766 to B-shares.
In Helsinki, on 3 February 2012
CapMan Plc
Board of Directors
Additional information:
Heidi Sulin, General Counsel, Tel. +358 207 207 517
NASDAQ OMX Helsinki
Principal media
www.capman.com
CapMan www.capman.com
CapMan Group is one of the leading private equity firms in the Nordic countries and Russia, with assets under management of 3.1 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 120 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.
