CapMan Plc Stock Exchange Release 1 February 2018 at 9.00 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, 14 March 2018 at 10:00 a.m. at Hotel Glo Art, Jugend Hall at the address Lönnrotinkatu 29, 00180 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:30 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 scrutinise 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 2017
Review by the CEO and review by the auditor concerning the auditor’s report.
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 a dividend of EUR 0.11 per share be paid from the distributable assets of CapMan Plc, approximately EUR 16 million in total. The dividend will be paid to shareholders who on the dividend record date 16 March 2018 are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend will be paid on 23 March 2018.
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 monthly remuneration of the members of the Board of Directors is increased and that the members of the Board of Directors to be elected be paid the following monthly remuneration in cash for the term of office ending at the end of the next Annual General Meeting:
- to the Chairman of the Board of Directors EUR 4,750 (previously EUR 4,000);
- to the vice Chairman of the Board of Directors EUR 4,000 (previously EUR 3,200);
- to the Chairman of the Audit Committee of the Board of Directors EUR 4,000, where such individual is neither the Chairman or the vice Chairman of the Board of Directors; and
- to the other members of the Board of Directors EUR 3,250 (previously EUR 2,800) each.
The Nomination Committee of the Board of Directors recommends that members of the Board of Directors shall hold shares in the company.
The Nomination Committee of the Board of Directors further proposes to the General Meeting that 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 be paid a meeting fee of EUR 800 per meeting and the members of the Board and Board’s Committees be paid a meeting fee of EUR 400 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 policy.
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 five (5).
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:
- Andreas Tallberg,
- Ari Tolppanen, and
- Mammu Kaario.
Of the current members of the Board of Directors Karri Kaitue and Nora Kerppola have informed the company that they will not be available as candidates to the Board of Directors. Karri Kaitue has been a member of the Board of Directors of the company since 2012 and Nora Kerppola since 2011.
The Nomination Committee of the Board of Directors further proposes to the General Meeting that the following individuals be elected as new members of the Board of Directors for the above-mentioned term of office:
- Catarina Fagerholm, and
- Eero Heliövaara.
Catarina Fagerholm (M.Sc. (Econ.), born 1963) is a Finnish citizen and she is the Managing Director of Instru Optiikka Oy. Fagerholm is a member of the Board of Attendo AB, Restel Oy and Finnish Commerce Federation. Previously, she has been, among others, the CEO of BSH Kodinkoneet Oy (1998-2006), vice chairman of the Board of Directors of Altia Oyj (2010-2015) and a member of the Board of Directors of Atasun Optik (Turkey 2012-2014), Plantasjen AS (Norway 2004-2007) and Rahapaja Oy (1998-2008).
Eero Heliövaara (M.Sc. (Econ.) and M.Sc. (Tech.), born 1956) is a Finnish citizen and he has last been the Director General of Ownership Steering Department in Prime Minister’s Office until the end of year 2017. Heliövaara is a member of the Board of Lympha Touch Oy and Finnish Foundation of Economic Education, and vice chairman of the Board of Foundation of the Finnish Cancer Institute. Previously, he has been, among others, a member of the Board of Directors of eQ Plc (2011-2013), Paulig Ltd (2009-2014, vice chairman 2010-2014), Realia Group Ltd (2011-2013) and Finnish Foundation of Share Promotion (2000-2014, chairman 2010-2014).
Additional information on the proposed candidates and their independence is available on the company’s website www.capman.com/investors/corporate-governance/general-meetings/.
13. Resolution on the remuneration of the auditor
Based on the recommendation of the Audit Committee of the Board of Directors, 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 approved by the Board of Directors.
14. Election of the auditor
Based on the recommendation of the Audit Committee of the Board of Directors, the Board of Directors proposes to the General Meeting that Ernst & Young Oy, authorised public accountants, be elected auditor of the company for a term of office ending at the end of the next Annual General Meeting. Ernst & Young Oy has notified that Ulla Nykky, APA, would act as the lead auditor. The recommendation of the Audit Committee of the Board of Directors is available on the company’s website www.capman.com/investors/corporate-governance/general-meetings/.
15. Authorising 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 authorised 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 9.61 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 15 March 2017 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 2019.
16. Authorising 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 authorised 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 amount of shares to be issued shall not exceed 14,000,000 shares, which corresponds to approximately 9.61 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 15 March 2017 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 2019.
17. Establishment of a Shareholders’ Nomination Board
The Board of Directors proposes to the General Meeting that a Shareholders’ Nomination Board be established to prepare future proposals concerning the election and remuneration of the members of the Board of Directors and remuneration of the members of the Committees of the Board of Directors to the next Annual General Meetings and, if needed, to Extraordinary General Meetings. The Shareholders’ Nomination Board will replace the Nomination Committee nominated by the Board of Directors. In addition, the Board of Directors proposes to the General Meeting that the Charter of the Shareholders’ Nomination Board is adopted as set out in Annex 1 to the proposal. The proposal of the Board of Directors is available on the company’s website www.capman.com/investors/corporate-governance/general-meetings/.
According to the proposal of the Board of Directors, the Nomination Board shall comprise representatives nominated by the four largest shareholders of the company and the Chairman of the Board of Directors as an expert member. The Chairman of the Board of Directors shall not take part in the decision-making of the Shareholders’ Nomination Board.
The right to nominate representatives shall be vested with the four shareholders of the company having the largest share of the votes represented by all the shares in the company annually on the first workday of September preceding the Annual General Meeting based on the company’s shareholders’ register maintained by Euroclear Finland Ltd. The Chairman of the Board of Directors invites the four largest shareholders, who have the right to nominate representative as determined above, to nominate one member each to the Shareholders’ Nomination Board. If a shareholder who has distributed his/her holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in share of ownership, makes a written request to such effect to the Chairman of the Board of Directors no later than on 31 August preceding the Annual General Meeting, such shareholder’s holdings in several funds or registers will be combined when calculating the share of votes which determines the nomination right.
If a holder of nominee registered shares wishes to use his/her right to nominate, he/she shall present a reliable account of the number of shares in their ownership on the first workday of September preceding the Annual General Meeting. The account shall be submitted to the Chairman of the Board of Directors on the fourth workday of September, at the latest.
Should a shareholder not wish to exercise his/her nomination right, the right shall be transferred to the next largest shareholder who otherwise would not be entitled to nominate a member.
The Chairman of the Board of Directors shall convene the first meeting of each term of office of the Shareholders’ Nomination Board and the representative of the largest shareholder shall be nominated as the Chairman of the Nomination Board, unless otherwise decided by the Nomination Board. The Chairman of the Board of Directors cannot be the Chairman of the Nomination Board. When the Shareholders’ Nomination Board has been nominated, the company publishes its composition by a stock exchange release.
The Nomination Board shall give its proposal to the Board of Directors annually no later than on 31 January preceding the next Annual General Meeting. The Nomination Board shall treat the proposals as confidential until the company has published them. Provisions of the Finnish Securities Markets Act are applicable to the insider information potentially received by the members of the Nomination Board.
The Shareholders’ Nomination Board shall serve until further notice until the General Meeting decides otherwise. The term of office of the members of the Shareholders’ Nomination Board expires annually after the new Nomination Board has been nominated. Members of the Shareholders’ Nomination Board are not remunerated for their membership in the Nomination Board. Travel expenses of the members are reimbursed in accordance with the company’s travel policy. The Shareholders’ Nomination Board may, when necessary, use external experts in connection with the performance of its duties in accordance with costs approved by the company.
18. Closing of the meeting
B. Documents of the General Meeting
The abovementioned proposals for the resolutions on the matters on the agenda of the General Meeting are substantially included in the notice to the General Meeting and are available on CapMan Plc’s website at the address www.capman.com/investors/corporate-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 www.capman.com/newsroom/annual-reports/ no later than on 21 February 2018. The proposals for resolutions and the other above-mentioned documents are also on view at the General Meeting. The minutes of the meeting will be available on the company’s website at the address www.capman.com/investors/corporate-governance/general-meetings/ on 28 March 2018 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, 2 March 2018 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 wishes 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, 9 March 2018 at 10:00 a.m. Such notice can be given:
a) on CapMan’s website at the address www.capman.com/investors/corporate-governance/general-meetings/,
b) by e-mail to the address agm@capman.com,
c) by sending a written notification to the company’s address (CapMan Plc/AGM, Ludviginkatu 6, 4 fl., 00130 Helsinki, Finland), or
d) by telephone to Katri Kautovaara at the number +358 207 207 562.
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 authorised 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, 2 March 2018 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, 9 March 2018 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 organisation of the custodian bank must 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 original to the address CapMan Plc/AGM, Ludviginkatu 6, 4 fl., 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 1 February 2018, the total number of shares in CapMan Plc and votes represented by such shares is 145,625,985.
In Helsinki, on 1 February 2018
CAPMAN PLC
Board of Directors
Additional information:
Joose Tolonen, Legal Counsel, Tel. +358 207 207 586
DISTRIBUTION
Nasdaq Helsinki
Principal media
www.capman.com
CapMan www.capman.com
CapMan is a leading Nordic private asset expert with an active approach to value-creation in its target companies and assets. We offer a wide selection of investment products and services. As one of the Nordic private equity pioneers we have developed hundreds of companies and real estate and created substantial value in these businesses and assets over the last 28 years. CapMan has today 118 private equity professionals and manages approximately €2.8 billion in assets under management. We mainly manage the assets of our customers, the investors, but also make investments from our own balance sheet. Our objective is to provide attractive returns and innovative solutions to investors. Our current investment strategies cover Real Estate, Buyout, Russia, Credit, Growth Equity and Infrastructure. We also have a growing service business that currently includes procurement services (CaPS), fundraising advisory (Scala Fund Advisory), and fund management services.
