CapMan Plc Stock Exchange Release 26 February 2013 at 9.15 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, 20 March 2013 at 9:00 a.m. at the Cultural Centre G18 ball room at the address Yrjönkatu 18, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 8:30 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 2012
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the General Meeting that no dividend be paid based on the balance sheet to be adopted for the year 2012.
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 the remuneration of the members of the Board of Directors be decreased and that 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:
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to the Chairman of the Board of Directors EUR 4,000;
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to the deputy Chairman of the Board of Directors EUR 3,200; and
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to the other members of the Board of Directors EUR 2,800 each.
The Nomination Committee of the Board of Directors further proposes that for participation in meetings of the Committees of the Board of Directors the Chairmen of the Board’s Committees be paid a meeting fee of EUR 900 per meeting and the members of the Board’s Committees be paid a meeting fee of EUR 600 per meeting in addition to their monthly remuneration, 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 be re-elected members of the Board of Directors for the term of office ending at the end of the next Annual General Meeting:
Of the current members of the Board of Directors Teuvo Salminen has informed the company that he will not be available as a candidate to the Board of Directors. Salminen has been a member of the Board of Directors of CapMan Plc since the year 2001.The Nomination Committee of the Board of Directors further proposes that the following individual be elected new member of the Board of Directors for the above-mentioned term of office:
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Ari Tolppanen
Ari Tolppanen (born 1953) acts as the Senior Partner for the CapMan Buyout team and he has more than 20 years’ experience in private equity. Tolppanen is one of the founders of CapMan and he acted as the CEO of CapMan during the years 1989-2005. He also acted as the Chairman of the European Venture Capital Association (EVCA) during the years 2000-2001. Tolppanen was the Chairman of CapMan’s Board of Directors during the years 2005-2010.
The Nomination Committee has been informed that shareholders who represent more than 50 per cent of the votes in the company recommend the re-election of Heikki Westerlund as the Chairman of the Board of Directors.
Additional information on the proposed candidates is available on the company’s website 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 Mikko Nieminen, APA, be re-elected deputy auditor for the same term of office.
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 14 March 2012 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 2014.
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 17,500,000 shares, which corresponds to approximately 22.28 per cent of all B-shares in the company and to approximately 20.76 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 14 March 2012 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 2014.
17. Resolution on the issuance of stock options
The Board of Directors proposes to the General Meeting that stock options be issued by the General Meeting to the key personnel of the CapMan Group in accordance with the attached terms and conditions.
The Company has a weighty financial reason for the issuance of stock options, since the stock options are intended to form part of the long-term incentive and commitment program for the key personnel. The purpose of the stock options is to encourage the key personnel to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the key personnel to the Company.
The maximum total number of stock options issued will be 4,230,000 and they will be issued gratuitously. Of the stock options, 1,410,000 are marked with the symbol 2013A, 1,410,000 are marked with the symbol 2013B and 1,410,000 are marked with the symbol 2013C. The stock options entitle their owners to subscribe for a maximum total of 4,230,000 new B-shares in the Company or existing B-shares held by the Company. The stock options now issued can be exchanged for shares constituting a maximum total of 5.0 percent of all of the Company’s shares and a maximum total of 3.1 per cent of all of the Company’s votes, after the potential share subscription, if new shares are issued in the share subscription.
The share subscription period for stock options 2013A, will be 1 May 2016-30 April 2018, for stock options 2013B, 1 May 2017-30 April 2019 and for stock options 2013C, 1 May 2018-30 April 2020.
The share subscription price for stock option 2013A is the trade volume weighted average quotation of the Company’s B-share on NASDAQ OMX Helsinki Ltd. during 1 April-31 May 2013 with an addition of 10 per cent, for stock option 2013B, the trade volume weighted average quotation of the B-share on NASDAQ OMX Helsinki Ltd. during 1 April-31 May 2014 with an addition of 10 per cent, and for stock option 2013C, the trade volume weighted average quotation of the B-share on NASDAQ OMX Helsinki Ltd. during 1 April-31 May 2015 with an addition of 10 per cent. The share subscription price will be credited to the reserve for invested unrestricted equity.
The Board of Directors will decide on the distribution of stock options annually in spring 2013, 2014 and 2015.
A share ownership plan shall be incorporated with the stock options 2013 obliging the key personnel, based on the decision to distribute stock options by the Board of Directors, to hold half of the B-shares subscribed with the stock options 2013 until the value of the key person’s shareholding in the Company in total corresponds to the value of his or her six months’ gross salary.
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://annualreport2012.capman.com no later than on 27 February 2013. 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 3 April 2013 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 8 March 2013 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 15 March 2013 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 8 March 2013 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 15 March 2013 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 26 February 2013, the total number of shares in CapMan Plc is 84,281,766; which comprises 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 26 February 2013
CapMan Plc
Board of Directors
Additional information:
Pasi Erin, Legal Counsel, Tel. +358 207 207 503
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 five key investment partnerships – CapMan Buyout, CapMan Russia, CapMan Credit, CapMan Public Market, and CapMan Real Estate – each of which has its own dedicated investment team and funds. Altogether, CapMan employs approx. 110 people in Helsinki, Stockholm, Oslo, Moscow, and Luxembourg. CapMan was established in 1989 and has been listed on the Helsinki Stock Exchange since 2001.
