CapMan Plc Stock Exchange Release 26 February 2013 at 9.15 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, 20 March 2013 at 9:00 a.m. at the Cultural Centre G18
ball room at the address Yrjönkatu 18, Helsinki, Finland. The reception of
persons who have registered for the meeting and the distribution of voting
tickets will commence at 8:30 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 scrutinize 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 2012
- Review by the CEO
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 no dividend be paid
based on the balance sheet to be adopted for the year 2012.
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 remuneration of the members of the Board of Directors be
decreased and that the members of the Board of Directors to be elected be paid
the following monthly remuneration for the term of office ending at the end of
the next Annual General Meeting:
* to the Chairman of the Board of Directors EUR 4,000;
* to the deputy Chairman of the Board of Directors EUR 3,200; and
* to the other members of the Board of Directors EUR 2,800 each.
The Nomination Committee of the Board of Directors further proposes that for
participation in meetings of the Committees of the Board of Directors the
Chairmen of the Board's Committees be paid a meeting fee of EUR 900 per meeting
and the members of the Board's Committees be paid a meeting fee of EUR 600 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 regulations.
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 six (6).
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:
- Koen Dejonckheere,
- Karri Kaitue,
- Nora Kerppola,
- Claes de Neergaard, and
- Heikki Westerlund.
Of the current members of the Board of Directors Teuvo Salminen has informed the
company that he will not be available as a candidate to the Board of Directors.
Salminen has been a member of the Board of Directors of CapMan Plc since the
year 2001.The Nomination Committee of the Board of Directors further proposes
that the following individual be elected new member of the Board of Directors
for the above-mentioned term of office:
* Ari Tolppanen
Ari Tolppanen (born 1953) acts as the Senior Partner for the CapMan Buyout team
and he has more than 20 years' experience in private equity. Tolppanen is one of
the founders of CapMan and he acted as the CEO of CapMan during the years
1989-2005. He also acted as the Chairman of the European Venture Capital
Association (EVCA) during the years 2000-2001. Tolppanen was the Chairman of
CapMan's Board of Directors during the years 2005-2010.
The Nomination Committee has been informed that shareholders who represent more
than 50 per cent of the votes in the company recommend the re-election of Heikki
Westerlund as the Chairman of the Board of Directors.
Additional information on the proposed candidates is available on the company's
website www.capman.com/capman-group/governance/general-meetings.
13. Resolution on the remuneration of the auditor
Based on the proposal of the Audit Committee 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.
14. Election of the auditor
Based on the proposal of the Audit Committee the Board of Directors proposes to
the General Meeting that PricewaterhouseCoopers Oy, authorized public
accountants, be re-elected auditor of the company for a term of office ending at
the end of the next Annual General Meeting and that Mikko Nieminen, APA, be re-
elected deputy auditor for the same term of office.
15. Authorizing 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 authorized to decide on the repurchase and/or on the acceptance as
pledge of the company's own shares as follows.
The authorization concerns only B-shares. The amount of own shares to be
repurchased and/or accepted as pledge shall not exceed 8,000,000 shares, which
corresponds to approximately 10.19 per cent of all B-shares in the company and
to approximately 9.49 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 authorization.
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 authorization 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 authorization in order to
finance or carry out acquisitions or other business transactions. The
authorization cannot be used for incentive schemes.
The authorization cancels the authorization given to the Board of Directors by
the General Meeting on 14 March 2012 to decide on the repurchase and/or
acceptance as pledge of the company's own shares.
The authorization is effective until the end of the next Annual General Meeting,
however no longer than until 30 June 2014.
16. Authorizing 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 authorized 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 authorization concerns only B-shares. The amount of shares to be issued
shall not exceed 17,500,000 shares, which corresponds to approximately 22.28 per
cent of all B-shares in the company and to approximately 20.76 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 authorization 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 authorization cannot be used for incentive schemes.
The authorization cancels the authorization given to the Board of Directors by
the General Meeting on 14 March 2012 to decide on the issuance of shares as well
as the issuance of options and other special rights entitling to shares.
The authorization is effective until the end of the next Annual General Meeting,
however no longer than until 30 June 2014.
17. Resolution on the issuance of stock options
The Board of Directors proposes to the General Meeting that stock options be
issued by the General Meeting to the key personnel of the CapMan Group in
accordance with the attached terms and conditions.
The Company has a weighty financial reason for the issuance of stock options,
since the stock options are intended to form part of the long-term incentive and
commitment program for the key personnel. The purpose of the stock options is to
encourage the key personnel to work on a long-term basis to increase shareholder
value. The purpose of the stock options is also to commit the key personnel to
the Company.
The maximum total number of stock options issued will be 4,230,000 and they will
be issued gratuitously. Of the stock options, 1,410,000 are marked with the
symbol 2013A, 1,410,000 are marked with the symbol 2013B and 1,410,000 are
marked with the symbol 2013C. The stock options entitle their owners to
subscribe for a maximum total of 4,230,000 new B-shares in the Company or
existing B-shares held by the Company. The stock options now issued can be
exchanged for shares constituting a maximum total of 5.0 percent of all of the
Company's shares and a maximum total of 3.1 per cent of all of the Company's
votes, after the potential share subscription, if new shares are issued in the
share subscription.
The share subscription period for stock options 2013A, will be 1 May 2016-30
April 2018, for stock options 2013B, 1 May 2017-30 April 2019 and for stock
options 2013C, 1 May 2018-30 April 2020.
The share subscription price for stock option 2013A is the trade volume weighted
average quotation of the Company's B-share on NASDAQ OMX Helsinki Ltd. during 1
April-31 May 2013 with an addition of 10 per cent, for stock option 2013B, the
trade volume weighted average quotation of the B-share on NASDAQ OMX Helsinki
Ltd. during 1 April-31 May 2014 with an addition of 10 per cent, and for stock
option 2013C, the trade volume weighted average quotation of the B-share on
NASDAQ OMX Helsinki Ltd. during 1 April-31 May 2015 with an addition of 10 per
cent. The share subscription price will be credited to the reserve for invested
unrestricted equity.
The Board of Directors will decide on the distribution of stock options annually
in spring 2013, 2014 and 2015.
A share ownership plan shall be incorporated with the stock options 2013
obliging the key personnel, based on the decision to distribute stock options by
the Board of Directors, to hold half of the B-shares subscribed with the stock
options 2013 until the value of the key person's shareholding in the Company in
total corresponds to the value of his or her six months' gross salary.
18. Closing of the meeting
B. Documents of the General Meeting
The proposals for the resolutions on the matters on the agenda of the General
Meeting as well as this notice are available on CapMan Plc's website at the
address www.capman.com/capman-group/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
http://annualreport2012.capman.com no later than on 27 February 2013. The
proposals for resolutions and the other above-mentioned documents are also
available at the General Meeting. The minutes of the meeting will be available
on the above-mentioned website from 3 April 2013 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 8 March 2013 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 wants 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 15 March 2013 at 10:00 a.m. Such notice can
be given:
a) by sending a written notification to the company's address (CapMan Plc/AGM,
Korkeavuorenkatu 32, 00130 Helsinki),
b) on CapMan's website at the address www.capman.com/capman-
group/governance/general-meetings,
c) by telephone to Anni Varjo at the number +358 207 207 627 or to Hannele
Luukkainen at the number +358 207 207 649,
d) by e-mail to the address agm@capman.com, or
e) by telefax to the number +358 207 207 510.
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 authorized 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 8
March 2013 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 15 March 2013 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 organization
of the custodian bank has to 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 originals to the address CapMan
Plc/AGM, Korkeavuorenkatu 32, 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 26 February 2013, the total number of shares in
CapMan Plc is 84,281,766; which comprises 5,750,000 A-shares and 78,531,766 B-
shares.
According to the articles of association, each A-share has ten votes and each B-
share has one vote. Thus, the total number of votes is 136,031,766; 57,500,000
of which are allocated to A-shares and 78,531,766 to B-shares.
In Helsinki, on 26 February 2013
CapMan Plc
Board of Directors
Additional information:
Pasi Erin, Legal Counsel, Tel. +358 207 207 503
DISTRIBUTION
NASDAQ OMX Helsinki
Principal media
www.capman.com
CapMan www.capman.com
CapMan Group is one of the leading private equity firms in the Nordic countries
and Russia, with assets under management of €3.1 billion. CapMan has five key
investment partnerships - CapMan Buyout, CapMan Russia, CapMan Credit, CapMan
Public Market, and CapMan Real Estate - each of which has its own dedicated
investment team and funds. Altogether, CapMan employs approx. 110 people in
Helsinki, Stockholm, Oslo, Moscow, and Luxembourg. CapMan was established in
1989 and has been listed on the Helsinki Stock Exchange since 2001.
[HUG#1681035]
