CapMan Plc Stock Exchange Release / Notice to convene AGM
3 February 2022 at 8:05 a.m. EET
CapMan Plc’s Notice to the Annual General Meeting
Notice is given to the shareholders of CapMan Plc (“CapMan” or the “Company”) to the Annual General Meeting (the “General Meeting”) to be held on Wednesday, 16 March 2022 at 10:00 a.m. (EET) at the CapMan Group Head Office at the address Ludviginkatu 6, 4 fl. 00130 Helsinki.
The Company’s Board of Directors has resolved on exceptional meeting procedures based on the temporary legislation (375/2021) approved by the Finnish Parliament on 7 May 2021. In order to curb the spread of the Covid-19 pandemic, the General Meeting will be organized without shareholders’ and their proxy representatives’ presence at the General Meeting venue. Shareholders can participate in the General Meeting and exercise their shareholder rights only by voting in advance either by post, telecommunications, or other technical means (either personally or through a proxy representative), by submitting counterproposals in advance and by asking questions in advance in the manner described below. Proxy representatives must also vote in advance in the manner described below. For further instructions, please refer to Section C “Instructions for the participants of the General Meeting” of this notice.
The Company’s Board of Directors, Management Group and Auditor will not attend the General Meeting and they will not give any addresses at the General Meeting. Furthermore, no webcast of the General Meeting will be provided. A pre-recorded speech by the Company’s CEO Joakim Frimodig will be published prior to the General Meeting on the Company’s website at www.capman.com/shareholders/general-meetings/.
A. Matters on the Agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the General Meeting
2. Calling the General Meeting to order
Attorney-at-law Johan Aalto will act as Chairman of the General Meeting. Should attorney-at-law Johan Aalto for a weighty reason not be able to act as Chairman of the General Meeting, the Company’s Board of Directors will appoint another person that it deems most suitable to act as Chairman.
3. Election of the person to scrutinise the minutes and to supervise the counting of votes
The Company’s Senior Legal Counsel Pasi Erlin will scrutinise the minutes and supervise the counting of votes at the General Meeting. Should Pasi Erlin for a weighty reason not be able to attend these tasks, the Company’s Board of Directors will appoint another person that it deems most suitable to scrutinise the minutes and supervise the counting of votes.
4. Recording the legality of the General Meeting
5. Recording the attendance and adoption of the list of votes
Shareholders who have voted in advance in accordance with the instructions set out in this notice and who have the right to attend the General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Limited Liability Companies Act (624/2006) (the “Companies Act”) will be recorded to have attended the General Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy to Innovatics Oy.
6. Presentation of the Annual Accounts, the Report of the Board of Directors and the Auditor’s Report for the year 2021
As shareholders can only participate in the General Meeting by voting in advance, the Company’s Annual Report 2021, which is to be published by a stock exchange release on 22 February 2022, will be deemed to have been presented to the General Meeting. The Company’s Annual Report 2021 will include the Company’s Annual Accounts, the Report of the Board of Directors and the Auditor’s Report, and it will also be made available on the Company’s website at www.capman.com/shareholders/general-meetings/ on 22 February 2022.
7. Adoption of the Annual Accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend and the repayment of equity
According to the Annual Accounts for the financial year ended 31 December 2021, CapMan Plc’s distributable funds amounted to approximately EUR 56.9 million.
The Board of Directors proposes that a dividend and equity repayment in the total amount of EUR 0.15 per share would be paid for the financial period that ended on 31 December 2021 based on the balance sheet adopted for 2021. The dividend and equity repayment would consist of a dividend portion that would equal EUR 0.04 per share and an equity repayment portion that would equal EUR 0.11 per share. The equity repayment would be made from the Company’s invested unrestricted equity fund.
The dividend and equity repayment would be paid in two instalments.
The first instalment would be EUR 0.08 per share and would consist of a dividend portion that would equal EUR 0.02 per share and an equity repayment portion that would equal EUR 0.06 per share. The first instalment would be paid to a shareholder who on the record date of the payment, 18 March 2022, is registered as a shareholder in the shareholders’ register of the Company maintained by Euroclear Finland Oy. The first instalment would be paid on 25 March 2022.
The second instalment would be EUR 0.07 per share and would consist of a dividend portion that would equal EUR 0.02 per share and an equity repayment portion that would equal EUR 0.05 per share. The second instalment would be paid in September 2022 to a shareholder who on the record date of the payment is registered as a shareholder in the shareholders’ register of the Company maintained by Euroclear Finland Oy. The Board of Directors would resolve on the payment separately and would confirm the record and payment dates for the second instalment in its meeting scheduled for 14 September 2022. The preliminary record date for the second instalment would be 16 September 2022 and the preliminary payment date 23 September 2022.
It is noted that the dividend component of the Board of Directors proposal exceeds the minority dividend referred to in Chapter 13, Section 7 of the Companies Act. Therefore, shareholders will not be able to demand and vote for a minority dividend.
9. Resolution on the discharge of the members of the Company’s Board of Directors and the CEO from liability for the financial period 1 January 2021 – 31 December 2021
10. Presentation of the Company’s Remuneration Report
The Board of Directors proposes to the General Meeting that it adopts, through an advisory resolution, the Company’s Remuneration Report.
As shareholders can only participate in the General Meeting by voting in advance, the Company’s Remuneration Report for the financial year 2021, which will be published by a stock exchange release on 22 February 2022, will be deemed to have been presented to the General Meeting. The Company’s Remuneration Report for the financial year 2021 will also be made available on the Company’s website www.capman.com/shareholders/general-meetings/ on 22 February 2022.
11. Resolution on the remuneration of the members of the Company’s Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that the monthly fees payable to the Board members in cash for the term ending at the end of the next Annual General Meeting are as follows:
- Chairman of the Board of Directors: EUR 5,000/month (2021: EUR 5,000)
- Deputy Chairman of the Board of Directors: EUR 4,000/month (2021: EUR 4,000)
- Chairman of the Audit Committee: EUR 4,000/month (2021: EUR 4,000), if he/she is not simultaneously acting as Chairman or Deputy Chairman of the Board of Directors
- Board members: EUR 3,250/month (2021: EUR 3,250)
The Shareholders’ Nomination Board 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 fee of EUR 800 per meeting (2021: EUR 800) and the members of the Board and Board’s Committees be paid a fee of EUR 400 per meeting (2021: EUR 400) 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.
12. Resolution on the number of members of the Company’s Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that the number of members of the Board of Directors of the Company shall be six (6).
13. Election of members of the Company’s Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that the following persons be elected members of the Board of Directors for a term ending at the end of the next Annual General Meeting:
Proposed to be re-elected:
- Johan Bygge
- Catarina Fagerholm
- Johan Hammarén
- Mammu Kaario
- Olli Liitola
- Andreas Tallberg
All candidates have given their consent to the position. Of the current members of the Board of Directors, Eero Heliövaara has informed that he will not be available for re-election.
According to the information available to the Shareholders’ Nomination Board, all candidates other than Johan Hammarén are independent of the Company and its significant shareholders. Johan Hammarén is non-independent of the Company’s significant shareholders due to his membership in the Board of Directors in Silvertärnan Ab, which is a significant shareholder in CapMan, and non-independent of the Company due to his employment with a group company during the past three years.
14. 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 invoice approved by the Company.
15. 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 re-elected as the 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 Kristina Sandin, APA, would act as the auditor with principal responsibility.
16. Authorising the Company’s 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 number of own shares to be repurchased and/or accepted as pledge on the basis of the authorisation shall not exceed 14,000,000 shares in total, which corresponds to approximately 8.94 per cent of all the 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 on 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, 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 cancels the authorisation given to the Board of Directors by the Annual General Meeting on 17 March 2021 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 2023.
17. Authorising the Company’s 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 special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows:
The number of shares to be issued on the basis of the authorisation shall not exceed 14,000,000 shares in total, which corresponds to approximately 8.94 per cent of all shares in the Company.
The Board of Directors decides on all the conditions of the issuance of shares and special rights entitling to shares. The issuance of shares and special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorisation can be used, for example, to finance and to carry out acquisitions or other business transactions and investments, to improve the capital structure of the Company as well as for other purposes as determined by the Company’s Board of Directors.
The authorisation cancels the authorisation given to the Board of Directors by the Annual General Meeting on 17 March 2021 to decide on the issuance of shares as well as 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 2023.
18. Closing of the General Meeting
B. Documents of the General Meeting
This notice, which contains all proposals for resolutions made by the Company’s Board of Directors and the Shareholders’ Nomination Board to the General Meeting, is available on the Company’s website at www.capman.com/shareholders/general-meetings/. The Company’s Remuneration Report as well as the Annual Report 2021, including the Annual Accounts, the report of the Board of Directors and the Auditor’s report, will be available at www.capman.com/shareholders/financial-reports/?type=annual-reports from 22 February 2022 onwards. Copies of these documents and this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the Company’s website at www.capman.com/shareholders/general-meetings/ no later than 30 March 2022.
C. Instructions for the participants of the General Meeting
In order to curb the spread of the Covid-19 pandemic, the General Meeting will be organised without the shareholders’ or their proxy representatives’ presence at the General Meeting venue. Shareholders can participate in the General Meeting and exercise their shareholder rights only by voting in advance either by post, telecommunications or other technical means (either personally or through a proxy representative), by submitting counterproposals in advance and by asking questions in advance in the manner described below. Proxy representatives must also vote in advance in the manner described below.
1. Right to participate
Each shareholder who is registered on the record date of the General Meeting, 4 March 2022 in the Company’s shareholders’ register held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder, whose shares are registered on the shareholder’s personal Finnish book-entry account, is registered in the Company’s shareholders’ register.
Instructions for holders of nominee-registered shares are set out below under Section C4 “Holder of nominee-registered shares”.
2. Registration and voting in advance
Registration for the General Meeting and advance voting will begin on 9 February 2022 at 12.00 noon (EET). A shareholder who is registered in the Company’s shareholders’ register and who wishes to participate in the General Meeting, must register for the General Meeting and vote in advance no later than by 10 March 2022 at 4.00 p.m. (EET), by which time the votes must have been received.
When registering, requested information, such as the name, personal identification number or business ID and contact details of the shareholder, must be provided. The personal data given by the shareholder to the Company or Innovatics Oy will only be used in connection with the General Meeting and with the processing of related necessary registrations.
A shareholder whose shares are registered in the shareholder’s Finnish book-entry account can register and vote in advance on certain matters on the agenda of the General Meeting from 9 February 2022 at 12.00 noon (EET) until 10 March 2022 at 4.00 p.m. (EET) by the following means:
a) Electronically, by utilizing Inderes’ electronic general meeting service accessible at www.capman.com/shareholders/general-meetings/
Electronic registration and advance voting require that the shareholder or its statutory representative or proxy representative uses strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.
A shareholder’s advance votes will be taken into account if the shareholder registers and votes in advance in accordance with the instructions set out in Inderes’ electronic general meeting service before the expiry of the registration and advance voting period.
b) By email or by regular mail
Alternatively, a shareholder may populate and send the advance voting form available on the Company’s website (www.capman.com/shareholders/general-meetings/) or corresponding information by regular mail to Innovatics Oy, Annual General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi. The advance voting form will be available on the Company’s website from 9 February 2022 at 12.00 noon (EET) onwards or shortly thereafter.
A shareholder’s advance votes will be taken into account if the shareholder provides a duly populated and signed advance voting form and the required appendices, if any, in accordance with the instructions set out on the form before the expiry of the registration and advance voting period. Sending in a duly populated advance voting form as set out above will be deemed to constitute both registration and voting in advance.
Instructions relating to the advance voting will also be available on the Company’s website at www.capman.com/shareholders/general-meetings/. Additional information on the registration and advance voting is available during the registration period of the General Meeting by telephone at +358 10 2818 909 on business days from 9:00 a.m. (EET) until 12:00 noon (EET) and from 1:00 p.m. (EET) until 4:00 p.m. (EET).
In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal data. The personal data given to the Company by shareholders and proxy representatives is only used in connection with the General Meeting and with the processing of related necessary registrations.
3. Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise its rights at the meeting by way of proxy representation. Proxy representatives cannot attend the General Meeting physically and must also vote in advance in the manner described in this notice.
The proxy representative must use his/her personal strong electronic authentication when registering through the electronic registration service for the meeting and advance voting, after which he/she can register and vote in advance on behalf of the represented shareholder.
The proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. A statutory right to represent the shareholder may be demonstrated by using the suomi.fi e-Authorizations service which is in use in the electronic registration service.
A proxy and voting instructions template will be available on the Company’s website at www.capman.com/shareholders/general-meetings/ from 9 February 2022 at 12.00 noon (EET) onwards or shortly thereafter.
The proxy representative of a shareholder shall deliver duly populated and signed proxy documents together with the signed and duly populated advance voting form in accordance with the instructions set out in the form to Innovatics Oy by regular mail to Innovatics Oy, Annual General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the expiry of the registration and advance voting period (10 March 2022 at 4.00 p.m. (EET)), by which time the documents must be received by Innovatics Oy.
Only delivering proxy documents to the Company or Innovatics Oy does not result in the shareholder’s advance votes being taken into account. The successful registration of a shareholder and the shareholder’s advance votes also requires that the proxy representative registers and votes in advance on behalf of the shareholder in the manner set out in this notice.
If a shareholder wishes to participate in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, separate proxy documents for each book-entry account shall be provided and the shares by which each proxy representative represents the shareholder shall be identified in the proxy documents.
Further information will also be available on the Company’s website at www.capman.com/shareholders/general-meetings/.
4. Holder 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 the shareholder on the record date of the General Meeting, on 4 March 2022, would be entitled to be registered in the Company’s shareholders’ register held by Euroclear Finland Oy. 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 Oy at the latest by 11 March 2022 at 10:00 a.m. (EET).
A holder of nominee-registered shares is advised to request necessary instructions regarding the registration in the Company’s temporary shareholders’ register, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank without delay. The account management organisation of the custodian bank must register a holder of nominee-registered shares, who wishes to participate in the General Meeting, in the Company’s temporary shareholders’ register within the registration period applicable to nominee-registered shares. The account management organization of the custodian bank shall also take care of the voting in advance on behalf of the holder of nominee-registered shares within the registration period applicable to nominee-registered shares.
Further information will also be available on the Company’s website at www.capman.com/shareholders/general-meetings/.
5. Counterproposals, right to ask questions and other information
Shareholders representing at least one hundredth (1/100) of all the shares in the Company have the right to pose counterproposals concerning the matters on the agenda of the General Meeting to be placed for a vote. Such counterproposals shall be delivered to the Company by email to agm@capman.com at the latest by 8 February 2022 at 4:00 p.m. (EET), by which time the counterproposals must have been received by the Company. In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding.
A counterproposal is eligible for voting at the General Meeting if the shareholder who has made the counterproposal has the right to attend the General Meeting and on the record date of the General Meeting represents at least one hundredth (1/100) of all shares in the Company. If a counterproposal is not eligible for voting at the General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The Company will publish any counterproposals eligible for voting on the Company‘s website at www.capman.com/shareholders/general-meetings/ on 9 February 2022.
A shareholder has the right to ask questions with respect to the matters to be considered at the General Meeting pursuant to Chapter 5, Section 25 of the Companies Act. Such questions must be sent either through the electronic registration service or by email to agm@capman.com at the latest by 2 March 2022 at 4:00 p.m. (EET), by which time the questions must have been received.
Such questions by shareholders, responses to such questions by the Company‘s management as well as other counterproposals than those eligible for voting, if any, will be available on the Company‘s website at www.capman.com/shareholders/general-meetings/ from 7 March 2022 onwards. In connection with asking questions, shareholders are required to provide adequate evidence of their shareholding.
On the date of this notice, 3 February 2022, the total number of shares in CapMan is 156,617,293 which equals 156,617,293 votes.
Changes in share ownership after the record date of the General Meeting do not affect the right to participate in the General Meeting or a shareholder’s number of votes at the General Meeting.
In Helsinki, on 3 February 2022
CAPMAN PLC
Board of Directors
About CapMan
CapMan is a leading Nordic private asset expert with an active approach to value creation. 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 assets and created substantial value in these businesses and assets over the past 30 years. With more than €4.5 billion in assets under management, our objective is to provide attractive returns and innovative solutions to investors. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover Private Equity, Real Estate and Infra. We also have a growing service business that includes procurement services, wealth management, and analysis, reporting and back office services. Altogether, CapMan employs around 160 people in Helsinki, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are a public company listed on Nasdaq Helsinki since 2001 and a signatory of the UN Principles for Responsible Investment (PRI) since 2012. Read more at www.capman.com.
