2024 Annual General Meeting
CapMan Plc’s Annual General Meeting (AGM) for 2024 will be held on Wednesday, 27 March 2024 at 10:00 a.m. (EET) at Little Finlandia at the address Karamzininranta 4, 00100 Helsinki.
CapMan provides the option for shareholders to exercise their voting rights without having to be physically present at the General Meeting by voting in advance. In addition, the shareholders can follow the General Meeting via a webcast, to which an access link will be sent prior to the General Meeting.
More detailed instructions are presented in the Notice to the Annual General Meeting and on this page.
- 7.2.2024 Notice to the AGM
- 8.2.2024 Registration for the General Meeting and advance voting begins (from 10.00 a.m. EET)
- 4.3.2024 Publication of Annual Report
- 15.3.2024 General Meeting record date
- 22.3.2024 Registration and advance voting closes (by 4.00 p.m. EET)
- 22.3.2024 Deadline to register a nominee registered shareholder to the temporary shareholders’ register maintained by Euroclear Finland Oy (by 10.00 a.m. EET)
- 27.3.2024 Annual General Meeting (from 10.00 a.m.)
- 2.4.2024 Dividend record date
- 9.4.2024 Dividend payment date
- 18.9.2024 Board resolution on the additional dividend
Material for the General Meeting
- Notice to the Annual General Meeting
- 2024 Financial Statements Bulletin
- Advance Voting Form
- Power of Attorney and Voting Instructions
- 2023 Annual Report (will be published at latest 4.3.2024)
- Corporate Governance Statement 2024 (will be published at latest 4.3.2024)
- Remuneration Policy (will be published at latest 4.3.2024)
- Remuneration Report 2023 (will be published at latest 4.3.2024)
The General Meeting is conducted in Finnish. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:30 a.m. (EET). The Company encourages registrants to the General Meeting to vote in advance.
Shareholders, who have registered for the General Meeting, can follow the General Meeting via a webcast. Instructions on following the webcast will be provided by email to shareholders prior to the General Meeting. Following the meeting via webcast is not considered participating in the General Meeting or exercising shareholder rights.
Registration for the General Meeting
Each shareholder, who is registered in the shareholders’ register of the Company held by Euroclear Finland Oy on the record date of the General Meeting, 15 March 2024, 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 shareholders’ register of the Company. The use of proxies is described below.
Registration for the General Meeting will begin on 8 February 2024 at 10:00 noon (EET). 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 General Meeting no later than by 22 March 2024 at 4.00 p.m. (EET) by giving a prior notice of participation, by which time the notice must be received by the Company. The registration for the General Meeting can be done in the following ways:
a) Through the link available on this website
Electronic registration requires that the shareholder or its statutory representative or proxy representative uses strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.
b) By email or by regular mail
Alternatively, a shareholder may send the notice of participation to Innovatics Oy, Annual General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to firstname.lastname@example.org.
In connection with the registration, a shareholder is required to provide the requested personal information, such as their name, birth date or business identity code, contact details and the name of a proxy representative or assistant, if any, and the birth date of the proxy representative or assistant, as applicable. The personal data given to the Company by shareholders is only used in connection with the General Meeting and with the processing of related necessary registrations.
The shareholder, their authorized representative or proxy representative, if any, shall be able to prove their identity and/or right of representation at the General Meeting.
Shareholders’ privacy notice
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 the shareholder on the record date of the General Meeting, on 15 March 2024, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. In addition, the right to participate in the General Meeting requires that the shareholder, on the basis of such shares, has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by Friday, 22 March 2024 at 10:00 a.m. (EET). With regard to nominee-registered shares, this constitutes due registration for the General Meeting. Changes in share ownership following the record date of the General Meeting do not have an impact on the right to participate in the General Meeting nor on the number of votes of the shareholder.
A holder of nominee-registered shares is advised to request necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and voting instructions, registration for the General Meeting as well as advance voting from their custodian bank without delay. The account management organisation of the custodian bank shall temporarily register the holder of nominee-registered shares, who wishes to participate in the General Meeting, in the shareholders’ register of the Company within the registration period stated above at the latest. If necessary, the account management organisation of the custodian bank shall also take care of the advance voting on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares.
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. Shareholders proxy representative may also vote in advance in the manner described in this notice. A proxy representative must use their personal strong electronic authentication when registering through the electronic registration service for the meeting and advance voting, after which they can register and vote in advance on behalf of the represented shareholder. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. If a shareholder participates 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 connection with the registration for the General Meeting.
The proxy documents, if any, should be delivered primarily as an attachment in connection with electronic registration or alternatively by mail to Innovatics Oy, Annual General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to email@example.com before the expiry of the registration period, by which time the documents must be received by Innovatics Oy. In addition to delivering the proxy documents the shareholder or its proxy representative shall also register to the General Meeting in the manner set out above in this notice.
Shareholders that are legal entities can also use the electronic Suomi.fi authorisation service for authorising their proxies instead of using the traditional proxy authorisation. In this case, the shareholder that is a legal entity authorises a representative appointed by it in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic “Representation at the General Meeting”). When registering, the representative must identify themselves with strong electronic authentication, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking codes or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.
Shareholders with a Finnish book-entry account may vote in advance on certain matters on the agenda of the General Meeting during the period from 8 February 2024 at 10:00 noon (EET) until 22 March 2024 at 4:00 p.m. (EET). Advance voting can be done in the following ways:
a) Through the link available on this website
Voting in advance electronically requires that the shareholder or its statutory representative or proxy representative uses strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.
b) By regular mail or email
A shareholder may submit the advance voting form available on the Company’s website or corresponding information to Innovatics Oy by mail to Innovatics Oy, Annual General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to firstname.lastname@example.org. The advance votes must be received by Innovatics Oy before the expiry of the advance voting period. Submission of the votes before the expiry of the registration and advance voting period in this manner constitutes due registration for the General Meeting, provided that they contain the above-mentioned information required for the registration.
A shareholder who has voted in advance cannot request information under the Finnish Companies Act or request a vote at the General Meeting if they or their proxy representative is not present at the General Meeting venue.
With regards to holders of nominee-registered shares, the advance voting is performed via the account management organisation. The account management organisation may vote in advance on behalf of the holders of nominee-registered shares it represents, in accordance with the voting instructions provided by them, during the advance voting period for holders of nominee-registered shares.
A proposal subject to advance voting is considered to have been presented unchanged at the General Meeting.
Right to ask questions
Pursuant to Chapter 5, Section 25 of the Finnish 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 General Meeting.
The Annual General Meeting (AGM) is held annually, no later than by the end of June. The meeting has usually been held in March. The most important matters within the competence of the AGM include:
- decisions on the number of Board members
- the election of Board members
- decisions on the remuneration and financial benefits of the members of the Board and Board Committees
- the election of the auditor and decisions on the auditor’s fee
- the adoption of the financial statements
- decisions on discharging the Board and the CEO from liability
- amendments to the articles of association
- decisions on increases and decreases in the share capital
- decisions on the distribution of the company’s earnings, such as profit distribution.
- decision on the authorisations to the Board of Directors.
The date of the general meeting and shareholders’ right to include items on the agenda
CapMan publishes the date for the following year’s AGM in the announcement on the disclosure dates for its following year’s interim reports. A shareholder has the right to have a matter falling within the competence of the general meeting to be included in the agenda if the request is made in writing to the Board of Directors at the latest four weeks before the publication of the meeting notice. Exact deadline for the request as well as the delivery address are available on the company’s website. The meeting notice has typically been published in the end of January and the deadline for the requests is in the beginning of January.
The notice to convene the general meeting and other meeting documents
The notice to convene the general meeting and the documents and proposals to be presented to the general meeting are published on the company’s website and where necessary as stock exchange release three weeks before the meeting at the latest at the latest
The minutes of the general meeting, the voting results and the relevant appendices to the minutes will be available on the company’s website at the latest two weeks after the general meeting.
The meeting documents relating to the previous general meetings will be kept on the company’s website at least for five years. Annual Remuneration Reports and Corporate Governance Statements will be held available on the website for at least ten years.
Attendance of Board members and candidates for the Board, the CEO, and the Auditor at Annual General Meetings
As a general rule, the company’s CEO, the Chairman of the Board, the members of the CapMan Board of Directors and the individuals proposed to be elected to the Board of Directors shall attend the Annual General Meetings. In addition, the auditor is always present at the Annual General Meetings.
Protection of the personal data of shareholders
The personal data given to CapMan Plc by shareholders in connection with the registration to the meeting is used only in connection with the General Meeting and with the processing of related registrations.