CapMan Plc Stock Exchange Release 16 March 2016 at 12.50 pm 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 2015 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 0.07 per share be paid from the distributable assets of CapMan Plc. The dividend will be paid to shareholders who on the dividend record date 18 March 2016 are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend will be paid on 1 April 2016.
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. Dirk Beeusaert, 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. Furthermore, for participation in meetings of the Board of Directors and Committees of the Board of Directors, the Chairmen of the Board and Board’s Committees are paid a meeting fee of EUR 800 per meeting and the members of the Board and Board’s Committees are paid a meeting fee of EUR 400 per meeting in addition to their monthly remuneration. The travel expenses of the members of the Board of Directors are compensated in accordance with the company’s travel compensation policy.
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 18 March 2015 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 2017.
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 18 March 2015 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 2017.
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 12 February 2016 as part of the Notice to the General Meeting.
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 2016A, 1,410,000 are marked with the symbol 2016B and 1,410,000 are marked with the symbol 2016C. 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 4.9 per cent 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 2016A, will be 1 May 2019-30 April 2021, for stock options 2016B, 1 May 2020-30 April 2022 and for stock options 2016C, 1 May 2021-30 April 2023.
The share subscription price for stock option 2016A is the trade volume weighted average quotation of the company’s B-share on Nasdaq Helsinki Ltd. during 1 April-31 May 2016 with an addition of 10 per cent, for stock option 2016B, the trade volume weighted average quotation of the B-share on Nasdaq Helsinki Ltd. during 1 April-31 May 2017 with an addition of 10 per cent, and for stock option 2016C, the trade volume weighted average quotation of the B-share on Nasdaq Helsinki Ltd. during 1 April-31 May 2018 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 2016, 2017 and 2018.
Helsinki 16 March 2016
CapMan Plc
Additional information:
Pasi Erlin, Legal Counsel, Tel. +358 207 207 503
DISTRIBUTION
Nasdaq Helsinki Ltd
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www.capman.com
CapMan www.capman.com
CapMan is a leading Nordic investment and asset management company active in the private equity industry. For more than 25 years, we have been developing companies and real estate and supporting their sustainable growth. We are committed to understanding the needs of our customers in an ever-changing market environment. Our objective is to provide attractive returns and innovative solutions for our investors and value adding services for professional investment partnerships, growth-oriented companies and tenants. Our independent investment partnerships – Buyout, Real Estate, Russia and Credit – as well as our associated company Norvestia are responsible for investment activities and value creation. CapMan’s service business offering includes fundraising advisory services, purchasing activities and fund management services to both internal and external customers. CapMan has 100 private equity professionals and assets under management of 2.8 billion.
