CapMan Plc Stock Exchange Release 19 March 2014 at 11.25 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 2013 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 a dividend of EUR 0.04 per share be paid from the distributable assets of CapMan Plc. The dividend will be paid to shareholders who on the dividend record date 24 March 2014 are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend will be paid on 1 April 2014.
Election and remuneration of the members of the Board of Directors
The Annual General Meeting decided that the Board of Directors comprises five (5) members. Mr. Koen Dejonckheere, Mr. Karri Kaitue, Ms. Nora Kerppola, Mr. Claes de Neergaard and Mr. Ari Tolppanen 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 Vice 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 the company that Mr. Mikko Nieminen, APA, will continue to act as the lead 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 9.93 per cent of all B-shares in the company and to approximately 9.27 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 20 March 2013 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 2015.
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 the issuance of 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 15,000,000 shares, which corresponds to approximately 18.62 per cent of all B-shares in the company and to approximately 17.38 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 20 March 2013 to decide on the issuance of shares as well as the issuance of 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 2015.
Helsinki 19 March 2014
CapMan Plc
Additional information:
Pasi Erlin, Legal Counsel, Tel. +358 207 207 503
DISTRIBUTION
NASDAQ OMX Helsinki
Principal media
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. 100 people in Helsinki, Stockholm, Oslo, Moscow, and Luxembourg. CapMan was established in 1989 and has been listed on the Helsinki Stock Exchange since 2001.
