AMANDA CAPITAL PLC STOCK EXCHANGE RELEASE
27 February, 2009
NOTICE TO CONVENE THE ANNUAL GENERAL MEETING
The shareholders of Amanda Capital Plc are convened to the company's Annual
General Meeting (AGM). The meeting will be held on Monday 30 March 2009 at 10.00
a.m. in Helsinki at Kansallissali, Aleksanterinkatu 44 A, 1st floor, 00100
Helsinki. The shareholders who have notified the company of their participation
are registered from 9.15 a.m., from which time coffee is also served.
A. Matters on the agenda of the AGM
The AGM will consider the following matters:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and 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 2008
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet
The Board of Directors proposes to the AGM that the result for the financial
period be entered in the profit and loss account and that no dividend be paid
out.
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
Shareholders representing more than 60% of the company shares and votes propose
a monthly fee of EUR 2,000 to the Chairman of the Board and a monthly fee of EUR
1,000 to the members of the Board and that the costs for travel and
accommodation are paid according to company practice.
11. Resolution on the number of members of the Board of Directors
Shareholders representing more than 60% of the company shares and votes propose
that the number of members be five.
12. Election of members of the Board of Directors
Shareholders representing more than 60% of the company shares and votes propose
that the present Board members, i.e. Esa Karppinen, Peter Fagernäs, Pertti
Laine, Petri Niemisvirta and Topi Piela, be re-elected to the Board.
13. Resolution on the remuneration of the auditor
Shareholders representing more than 60% of the company shares and votes propose
that the auditor to be elected be paid remuneration according to the auditor's
invoice in compliance with principles approved by the Board of Directors.
14. Election of auditor
Shareholders representing more than 60% of the company shares and votes propose
that Authorised Public Accountants Ernst & Young Oy be re-elected auditor of the
company. The auditor with main responsibility, named by Ernst & Young Oy, is
Kunto Pekkala, APA.
15. 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 AGM that the Board of Directors be
authorised to decide on the issuance of a maximum of 11,000,000 shares through
the issuance of shares and/or special rights entitling to shares, referred to in
chapter 10 section 1 of the Limited Liability Companies Act in one or several
instalments. The Board may decide to issue either new shares or own shares
already held by the company. The maximum amount of the proposed authorisation
corresponds to approximately 48.3% of all the company shares at the date of the
AGM. It is proposed that the authorisation be used for financing and carrying
out possible business acquisitions or other arrangements, for consolidating the
company's balance sheet and financing position, for carrying out commitment and
incentives schemes for the personnel or for other purposes decided by the Board
of Directors. It is further proposed that the authorisation comprise the right
of the Board of Directors to decide on all the terms of the share issue and the
issuance of special rights according to chapter 10 section 1 of the Limited
Liability Companies Act, including the persons who will receive the shares or
special rights entitling to shares and the amount of the consideration to be
paid. Therefore, the authorisation comprises the right to issue shares or
special rights in deviation from the shareholders' pre-emptive rights (directed
issue), as set out by law. It is proposed that the authorisation cancel previous
corresponding authorisations and be in force until 31 December 2010.
16. Authorising the Board of Directors to decide on the repurchase of the
company's own shares
The Board of Directors proposes to the AGM that the Board of Directors be
authorised to decide on the repurchase of a maximum of 2,200,000 company shares
with means included in the company's unrestricted equity so that the company
together with its subsidiaries at no time holds or holds as pledge more than 10
per cent of all the company shares. Shares may be acquired for developing the
company's capital structure, for nullification or for use in accordance with
possible personnel incentive and compensation schemes or as consideration in
business acquisitions and other arrangements. The shares shall be repurchased at
a market price formed in public trading at Nasdaq OMX Helsinki. The repurchase
may be made otherwise than in proportion to the shareholdings of the
shareholders (directed repurchase), provided that the company has a weighing
financial reason for doing so. It is further proposed that the authorisation
cancel previous corresponding authorisations and be in force 18 months from the
date of the decision.
17. Closing of the meeting
B. Documents of the AGM
The above mentioned proposals of the Board of Directors and shareholders
relating to the agenda of the AGM as well as this notice are available to
shareholders at Amanda Capital Plc's website at www.amandacapital.fi. The annual
report of Amanda Capital Plc, including the company's annual accounts, the
report of the Board of Directors and the auditor's report, will be available on
the above mentioned website during week 12 at the latest. The proposals of the
Board of Directors and shareholders and the documents on the annual accounts
will also be available at the AGM, and copies of them and of this notice will be
sent to shareholders upon request. The notice will not be sent to the
shareholders separately.
C. Instructions for the participants of the AGM
1. The right to participate and registration
Each shareholder who has on Monday 20 March 2009 been registered in the
shareholders' register of the company held by Euroclear Finland Ltd has the
right to participate in the AGM. A shareholder whose shares are registered in
his personal book-entry account in Finland is registered in the shareholders'
register of the company. A shareholder who wishes to participate in the AGM
shall register for the meeting no later than on 23 March 2009 at 3 p.m., by
which time the company shall have received the notice. Such notice can be given
in writing to Amanda Capital Plc, AGM, 30 March 2009, P.O.Box 896, 00101
Helsinki,
by telephone Mon. to Fri, 10.00 a.m. to 4.00 p.m. +358 9 6829 600,
by telefax +358 9 6829 6020, or
by e-mail amandainfo@amandacapital.fi.
In connection with the registration, a shareholder shall notify his name,
personal ID number or business ID, address, telephone number, and the name of a
possible proxy representative and/or assistant.
Pursuant to chapter 5 section 25 of the Limited Liability Companies Act, a
shareholders who is present at the AGM has the right to request information with
respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the AGM and exercise his 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 right to
represent the shareholder at the AGM. Possible proxy documents should be sent to
Amanda Capital Plc, AGM 30 March 2009, P.O.Box 896, 00101 Helsinki before the
last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares who wants to participate in the AGM must
be entered in the shareholders' register of the company on the record date of
the meeting, i.e. 20 March 2009. A holder of nominee registered shares is
advised to request his custodian bank the necessary instructions regarding the
registration in the shareholders' register of the company, the issue of proxy
documents and registration for the AGM.
4. Other instructions and information
On the date of this notice, the total number of Amanda Capital Plc's shares and
votes is 22,767,746. The company holds 91,657 own shares.
Helsinki, 27 February, 2009
AMANDA CAPITAL PLC
BOARD OF DIRECTORS
Distribution: OMX Nordic Exchange in Helsinki, www.amandacapital.fi
The Amanda Group is a private equity management company. Its parent company is
the first publicly listed private equity fund of funds in Scandinavia. Amanda
has investments in 24 private equity funds and in four funds of funds under
Amanda's own management. Amanda Group is one of Finland's largest management
companies of private equity fund investments. It manages several private equity
fund portfolios under consultancy agreements and six private equity funds of
funds with several domestic and international institutions as investors. Amanda
Group currently has EUR 2.5 billion of assets under management (original
investment commitments) with which it has made investments in more than 100
private equity funds in Europe, the US, Asia, and Russia.