CapMan Plc Stock Exchange Release – 20 March 2013 at 10:20 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 2012 and discharged the company’s directors 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, that no dividend is paid based on the balance sheet adopted for the year 2012.
Election and remuneration of the members of the Board of Directors
The Annual General Meeting decided that the Board of Directors comprises six (6) members. Koen Dejonckheere, Karri Kaitue, Nora Kerppola, Claes de Neergaard, Ari Tolppanen 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 4,000 to the Chairman, EUR 3,200 to the deputy Chairman and EUR 2,800 to the other members of the Board of Directors. In addition to the monthly remuneration, the Chairmen of the Board’s Committees are paid a meeting fee of EUR 900 per meeting and the members of the Board’s Committees are paid a meeting fee of EUR 600 per meeting for participation in meetings of the Committees of the Board of Directors. The travel expenses of the members of the Board of Directors are compensated in accordance with the company’s travel compensation regulations.
Election and remuneration of the auditor
PricewaterhouseCoopers Oy, authorised public accountants, was re-elected auditor of the company. PricewaterhouseCoopers Oy has notified that Mikko Nieminen, APA, will act as the responsible auditor. It was decided that the remuneration to the auditor shall be paid and travel expenses compensated against the auditor’s reasonable invoice.
Authorising 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 authorised 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 authorisation 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 authorisation.
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 authorisation 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 authorisation in order to finance or carry out acquisitions or other business transactions. The authorisation cannot be used for incentive schemes.
The authorisation cancels the authorisation 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 authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2014.
Authorising 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 authorised 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 authorisation 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 authorisation 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 authorisation cannot be used for incentive schemes.
The authorisation cancels the authorisation 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 authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2014.
Issuance of stock options
The Annual General Meeting decided to issue stock options to the key personnel of CapMan Group in accordance with the proposal of the Board of Directors. The terms and conditions of the stock options have been published on 26 February 2013 as part of the Board’s proposal.
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.
Helsinki 20 March 2013
CapMan Plc
Additional information:
Pasi Erlin, 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.
