CapMan Plc Stock Exchange Release 14 March 2018 at 12.10 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 2017 and discharged the company’s directors from liability. The AGM approved all the proposals of the Board of Directors and its Committees 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 0.11 per share be paid from the distributable assets of CapMan Plc. 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.
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. Andreas Tallberg, Ms. Mammu Kaario, Mr. Ari Tolppanen, Ms. Catarina Fagerholm and Mr. Eero Heliövaara 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 in cash to the members of the Board of Directors: EUR 4,750 to the Chairman, EUR 4,000 to the Vice Chairman, EUR 4,000 to the Chairman of the Audit Committee of the Board of Directors, where such individual is neither the Chairman or the Vice Chairman of the Board of Directors and EUR 3,250 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
Ernst & Young Oy, authorised public accountants, was elected auditor of the company. Ernst & Young Oy has notified the company that Ms. Ulla Nykky, 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 approved by the Board of Directors.
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 on the day of the Annual General Meeting corresponds to approximately 9.6 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.
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 14,000,000 shares, which on the day of the Annual General Meeting corresponds to approximately 9.6 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 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.
Establishment of a Shareholders’ Nomination Board
The Annual General Meeting decided to establish a Shareholders’ Nomination Board 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 and approved the Charter of the Shareholders’ Nomination Board. The Shareholders’ Nomination Board will replace the Nomination Committee nominated by the Board of Directors.
The Shareholders’ 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.
Helsinki, 14 March 2018
CapMan Plc
Additional information:
Joose Tolonen, Legal Counsel, Tel. +358 207 207 586
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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 and Infrastructure. We also have a growing service business that currently includes fundraising advisory, procurement activities and fund management.
