CapMan Plc Stock Exchange Release 15 March 2017 at 12.00 p.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 2016 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 profit 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 0.09 per share be paid from the distributable assets of CapMan Plc. The dividend will be paid to shareholders who on the dividend record date 17 March 2017 are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend will be paid on 3 April 2017.
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. Karri Kaitue, Ms. Nora Kerppola, Mr. Ari Tolppanen, Ms. Mammu Kaario and Mr. Andreas Tallberg 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. Approximately 40 per cent of the total amount of the monthly remuneration will be paid in CapMan Plc’s shares purchased at a price formed in public trading and 60 per cent of the total amount of the monthly remuneration will be paid in cash. The shares will be purchased within two weeks from the release of the company’s interim report 1 January-31 March 2017 and the company will cover the possible transfer tax. The members of the Board of Directors shall retain until the end of their Board membership the shares they have received as Board remuneration. 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. Lauri Kallaskari, APA, will act as the lead auditor. The auditor’s term of office shall expire at the end of the next Annual General Meeting. 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 amount of own shares to be repurchased and/or accepted as pledge shall not exceed 14,000,000 shares, which corresponds to approximately 9.66 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 16 March 2016 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 2018.
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 amount of shares to be issued shall not exceed 21,000,000 shares, which corresponds to approximately 14.48 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 16 March 2016 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 2018.
Helsinki 15 March 2017
CapMan Plc
Additional information:
Pasi Erlin, General Counsel, Tel. +358 207 207 503
DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
www.capman.com
CapMan www.capman.com
CapMan is a leading Nordic investment and specialised asset management company. As one of the Nordic private equity pioneers we have actively developed hundreds of companies and real estate and thereby created substantial value in these businesses and assets over the last 25 years. CapMan has today 100 private equity professionals and manages 2.8 billion in assets. We mainly manage the assets of our customers, the investors, but also make direct investments from our own balance sheet in areas without an active fund. Our objective is to provide attractive returns and innovative solutions to investors and value adding services to professional investment partnerships, growth-oriented companies and tenants. Our current investment strategies cover Buyout, Growth Equity, Real Estate, Russia, Credit, Infrastructure and Tactical Opportunities. We also have a growing service business that currently includes fundraising advisory, procurement activities and fund management.
