CapMan Plc Stock Exchange Release 14 March 2012 at 12:00 a.m. EET
Decisions of the Annual General Meeting of CapMan Plc
The Annual General Meeting (AGM) of Capman Plc was held today in Helsinki. The AGM approved the annual accounts for the financial year 2011 and discharged the company’s management from liability. The AGM approved all the proposals of the Board of Directors to the AGM.
Use of the profits shown on the balance sheet and payment of dividend
The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, to distribute a dividend of EUR 0.07 per share. Dividends shall be paid to shareholders who on the dividend record date 19 March 2012 are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid on 26 March 2012.
Election and remuneration of the members of the Board of Directors
The Annual General Meeting decided that the Board of Directors shall comprise six (6) members. Koen Dejonckheere, Nora Kerppola, Claes de Neergaard, Karri Kaitue, Teuvo Salminen and Heikki Westerlund were elected members of the Board of Directors for a term of office expiring at the end of the next Annual General Meeting.
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 auditor of the company and Terja Artimo, authorized public accountant, was re-elected deputy auditor. The deputy auditor’s term of office will, however, end on the day the amendment of the company’s articles of association concerning the auditor is registered to the Trade Register. 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 the acceptance as pledge of the company’s own shares
The Annual General Meeting 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 10.19 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.
Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The Annual General Meeting 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 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.
Amendment of the articles of association
The Annual General Meeting decided to amend the articles of association in accordance with the proposal of the Board of Directors. The purpose of the amendment is to move to a model most commonly used in Finnish listed companies where the company has one auditor which must be an auditing firm certified by the Central Chamber of Commerce.
Section 9 of the articles of association was amended to 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.”
Section 10, Subsection 6 of the articles of association was amended to read as follows:
“6. the remuneration and the principles of reimbursement for travel expenses payable to the members of the
Board of Directors and the auditor;”.
Section 10, Subsection 9 of the articles of association was amended to read as follows:
“9. auditor;”.
Helsinki 14 March 2012
CapMan Plc
Laura Mustonen
Manager, Communications and IR
Additional information:
Heidi Sulin, general counsel, tel. +358 207 207 517
DISTRIBUTION
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 and Luxembourg. CapMan was established in 1989 and has been listed on the Helsinki Stock Exchange since 2001.
