1. Trade name and domicile
The trade name of the company is CapMan Oyj, in Swedish CapMan Abp and in English CapMan Plc. The domicile of the company is Helsinki.
2. The object of the company
The object of the company is to engage in capital fund management, portfolio and property management and advising and consulting services related to these; owning, buying and selling securities; owning real estate, financing and other investment activities, industrial activities, and company brokerage. The company may exercise the above mentioned activities either directly or through subsidiaries or affiliated companies.
Furthermore, the company acts as the administrative unit of the Group and is in charge of the financing, marketing, administration and other corresponding activities of its subsidiaries.
3. Book-entry system
The shares of the company are incorporated in the book-entry system of securities.
4. The differences between share classes
The company's shares shall be divided into two (2) series, A series and B series. The maximum number of A shares shall be 156,000,000 and the maximum number of B shares shall be 156,000,000, but so that the total number of shares shall not exceed 156,000,000.
Each A share shall entitle its holder to ten (10) votes and each B share to one (1) vote in the General Meeting of Shareholders.
An A share can be converted into a B share by using a one to one (1:1) conversion ratio. This can be done on the request of the shareholder and in the case of nominee registered shares, on the request of the custodian entered in the book-entry system as stipulated in these Articles of Association in section 4.
The number of shares to be converted and the book-entry account to which the book-entry securities corresponding to the shares have been entered shall be notified in a written request concerning conversion and addressed to the Board of Directors.
The company may request that a note restricting the shareholder's competence to transfer shares during the conversion period shall be entered in the book-entry account of the shareholder. The company shall notify the Trade Register of the changes in the number of shares in the share classes without delay taking into account, however, the stipulations in paragraph 6 in this section.
The conversion request can be made at any time, but not after the Board of Directors has made a decision to convene the General Meeting of Shareholders. A request made between said decision and the following General Meeting of Shareholders shall be considered as delivered and it will be dealt with after the General Meeting of Shareholders and the balancing date possibly following it.
The conversion request may be postponed until the notification of the conversion has been submitted to the Trade Register. After such a postponement, the company shall ask for the possible note restricting the competence to transfer shares to be removed from the book-entry account of the shareholder.
An A share shall be considered to have been converted into a B share once the entry into the Trade Register has been made. The requester and the book-entry register keeper shall be notified that the conversion has been registered.
If necessary, the Board of Directors shall provide further information on the process of the conversion.
5. The Board of Directors
The Board of Directors, comprising a minimum of three (3) and a maximum of nine (9) members, shall be responsible for the management and proper arrangement of the company's operations. The term of a Board member shall expire at the close of the following Annual General Meeting after the election. The Board of Directors shall elect the Chairman and Vice-chairman from among the Board members for a term expiring at the close of the following Annual General Meeting.
6. Managing Director
The company shall have a Managing Director who shall be elected by the Board of Directors.
7. Signing for the company
The Managing Director and the Chairman of the Board of Directors, each alone, and two members of the Board of Directors jointly, are authorized to sign for and on behalf of the company.
The Board of Directors may authorize other specifically named persons to sign for and on behalf of the company either any two of them jointly, or any one of them together with a member of the Board of Directors or with the Managing Director.
8. Signing for the Company per Procurationem
The Board of Directors may authorize persons to sign for and on behalf of the company per procurationem.
9. Auditors
The company shall have one (1) auditor and one deputy auditor.
The term of an auditor shall terminate at the end of the next Annual General Meeting after the election.
The auditor and the deputy auditor must be an audit firm certified by the Central Chamber of Commerce or an auditor certified by the Central Chamber of Commerce.
10. Annual General Meeting
The Annual General Meeting of Shareholders shall be held annually by the end of June as determined by the Board of Directors.
The Annual General Meeting shall:
review:
1. the annual accounts, the consolidated annual accounts and the report by the Board of Directors;
2. the auditor’s report;
take resolutions on:
3. the approval of the annual accounts and the consolidated annual accounts;
4. the use of the profits shown on the balance sheet;
5. discharging the members of the Board of Directors and the Managing Director from liability;
6. the remuneration and the principles of reimbursement for travel expenses payable to the members of the Board of Directors and the auditor;
7. the number of Board members;
elect:
8. the members of the Board of Directors
9. auditor and deputy auditor;
deal with:
10. other issues stated in the notice to convene a General Meeting of Shareholders.
11. Notice of a General Meeting of Shareholders
The notice of a General Meeting of Shareholders must be published in at least one (1) newspaper determined by the Board of Directors no earlier than three (3) months and no later than seventeen (17) days prior to the General Meeting of Shareholders.
12. Voting rights
In order to attend a General Meeting of Shareholders, a shareholder must notify the company, in the place and in the manner stated in the notice of the Meeting, by the date specified in the notice, which may be no more than ten (10) days prior to the Meeting.
13. Financial period
The financial period of the company runs from the 1st of January to the 31st of December.
14. Obligation to purchase shares
14.1 Obligation to purchase shares
To the extent that the provisions of the Finnish Securities Market Act are applicable to the obligation to purchase the shares of the company, such provisions of the Securities Market Act shall be followed. Otherwise, the provisions of this Section 14.1 shall apply to the purchase obligation.
A shareholder whose holding of the entire share capital of the company or the votes produced by the shares shall, either alone or together with other shareholders in the manner specified below, reach or exceed 33 1/3 per cent or 50 per cent as a result of any acquisition other than through inheritance, intestacy or gift or as a result of the conversion of shares, (“Purchasor”) shall be obliged to purchase, at the request of other shareholders (“Purchasees”), their shares and securities, which entitle to such shares as provided in this section.
When calculating the proportion of total shares and votes in the company held by the shareholder, the following shares shall also be included in his proportion of votes:
- the shares held by the shareholder and by entities and foundations controlled by him as well as shares held by their pension foundations and pension funds,
- the shares held by the shareholder or other entity or foundation referred to above under 1, as well as
- the shares held by other natural persons, entities and foundations, that act in concert with the shareholder in order to exercise control in the company.
Where a purchase obligation is based on an aggregate shareholding or aggregate number of votes, the Purchasors shall jointly and severally be obliged to purchase shares vis-à-vis Purchasees. In such a situation, a claim to purchase shares shall be considered to be made to all Purchasors under the redemption obligation without a separate demand.
Where two (2) shareholders reach or exceed the threshold for the purchase obligation so that they become obliged to purchase shares simultaneously, a Purchasee may claim for purchase from both of them separately.
The purchase obligation shall not apply to shares or securities, which entitle to shares which a shareholder has acquired after the arising of the purchase obligation.
14.2 Purchase price
The purchase price shall be determined separately for each share class.
If the share is not subject to public trading at the moment when the purchase obligation arises, the purchase price shall be determined according to paragraphs 14.2.1 and 14.2.2 below. Otherwise, the purchase price of the share shall be determined pursuant to the provisions of the Securities Markets Act regarding the consideration applicable in a mandatory bid.
14.2.1 Purchase price of an A share.
The purchase price shall be the price agreed upon by the transferor and the transferee (agreed purchase price). If more than one consecutive transaction with A shares has taken place between the transferor and the transferee during the preceding 12 months, the purchase price shall be the highest of the following:
1) the highest effected purchase price of an A share, or
2) if the B share is subject to public trading; the price of the B share, to be determined calculated pursuant to the provisions of the Securities Markets Act regarding the consideration applicable in a mandatory bid.
If the share is acquired without consideration, the purchase price shall be the highest of the following:
1) the net asset value of the share based on the latest annual accounts of the company, or
2) if the B share is subject to public trading, the price of the B share, to be determined calculated pursuant to the provisions of the Securities Markets Act regarding the consideration applicable in a mandatory bid.
14.2.2 Purchase price of a B share
The purchase price of a B share shall be the price agreed upon by the transferor and the transferee (agreed purchase price). If more than one consecutive transaction of B shares has taken place between the transferor and the transferee during the preceding 12 months, the purchase price shall be determined by the highest purchase price.
If the share is acquired without consideration, the purchase price shall equal the net asset value of the share based on the latest annual accounts of the company.
14.3 Other securities which entitle to the shares of the company.
Where a purchase obligation arises with regard to other securities which entitle to shares of the company, the purchase obligation and the applicable purchase price shall be determined according to the terms and conditions applicable to the security in question. In the absence of such provisions, the purchase price shall be determined by the company’s Board of Directors on the basis of the purchase price applicable to the corresponding shares of the company.
14.4 Purchase procedure
To the extent that the provisions of the Finnish Securities Market Act are applicable to the purchase obligation, the provisions of the Securities Market Act shall be followed in the process of purchase obligation. Otherwise, the provisions of this Section 14.4 shall apply to the process of purchase obligation.
A Purchasor shall notify the company's Board of Directors in writing within seven (7) days from the day the purchase obligation has arisen. This notification shall contain information concerning the number of shares by share classes of the Purchasor and the amounts and prices of shares by share classes which the Purchasor has acquired or otherwise received during the preceding twelve (12) months. The address at which the Purchasor can be contacted must be included in the notification.
The company's Board of Directors shall notify the shareholders of the arise of a purchase obligation, within 30 days of receiving the notification referred to above, or in the absence of such notification or if it fails to arrive in time, on the date when this has come to the knowledge of the Board of Directors in some other way.
The notification shall contain information on the point of time when the purchase obligation arose and the grounds for determining the purchase price as far as they are known by the Board of Directors, and the latest date by which a claim for purchase must be made.
The notification to the shareholders shall be made in accordance with section 11 of the Articles of Association on the publication of the notice of a General Meeting of shareholders.
A Purchasee must claim for purchase in writing within 30 days of the Board of Directors making the purchase obligation public.
The claim for purchase, which shall be submitted to the company, must contain the amount of shares and other securities to which the claim applies. The Purchasee must at the same time deliver the possible share certificates or other documents entitling to receive shares to be assigned to the Purchasors against the settlement of the purchase price.
If the claim has not been presented within the prescribed period of time and in the manner described above, the Purchasee’s right to claim for purchase in the said situation shall expire. The Purchasee has the right to cancel his or her demand as long as the purchase has not taken place.
After the determined period of time reserved for the Purchasee has expired, the company's Board of Directors shall notify the Purchasee of the claims made for a purchase.
The Purchasor must within fourteen (14) days of receiving notification of the claim for purchase pay the purchase price as determined by the company against handing over of the shares and the securities entitling to the shares or, if the shares under purchase have been entered into the book-entry accounts of the shareholders in question, against a receipt issued by the company. In this case, the company must make sure that the Purchasor shall without delay be entered as the owner of the shares purchased in the book-entry account.
An interest on arrears, in accordance with the Interest Act, shall be added to the purchase price not paid within the prescribed period of time including the day when the purchase at the latest should have taken place.
If the Purchasor fails to comply with the regulations specified in this section, the shares held by the Purchasor as well as the shares, which are taken into account when calculating the proportion which will result in the purchase obligation as referred to above in this section, he or she may vote in the company's General Meeting of shareholders only insofar as the number of votes produced by shares is less than one third (1/3), or correspondingly less than 50% of the total number of votes of the company's total number of shares.
14.5 Arbitration
Any disputes arising from the above described purchase procedure, the related right to claim for purchase and the purchase price shall be settled in Helsinki by arbitration governed by the Arbitration Proceedings Act. The arbitrators shall be appointed by the Arbitration Board of the Central Chamber of Commerce. The arbitration shall be governed by Finnish law.
15. Redemption clause pertaining to A shares
If an A share is transferred to a new shareholder who does not already hold A shares in the company, the transferee shall notify the company's Board of Directors of the transfer without delay. The shareholders of A shares shall then have the right to redeem the shares under transfer on the following conditions:
1. The redemption rights shall not apply to acquisitions based on inheritance rights.
2. The redeemer must redeem all shares transferred within the same acquisition.
3. If more than one shareholder of A shares want to exercise their redemption right, the Board of Directors must divide the shares under redemption among the shareholders who are willing to redeem shares, in relation to the number of A shares they hold. If the division comes out uneven, the remaining shares shall be divided by lot between those shareholders willing to redeem shares.
4. The Board of Directors shall notify the shareholders of A shares of the transfer of an A share within two (2) weeks of the transfer notification. This notification shall take place verifiably in writing, and the notification must be delivered to the address the holder of A shares has given to the company. The notification must include at least the name of the transferee, the redemption price, the deadline by which the demand for redemption must at the latest be made to the Board of Directors and the manner in which the demand for redemption must be made.
5. The shareholder of A shares must notify the company of the demand for redemption within two (2) months of the date the Board of Directors was notified of the A share transfer.
6. The shareholder of A shares must pay the redemption price to the transferee in cash or in the form of a financial commitment confirmed by a bank within two (2) weeks from the submission of the demand for redemption.
7. The redemption price shall be the price agreed upon by the transferor and the transferee. If the acquisition is gratuitous, the redemption price shall be the value of an A share based on the latest annual accounts or the value of the company's B share calculated as referred to earlier. In this case, the redemption price shall be determined by the highest value.
8. Any disputes arising from the above-described redemption procedure, the related right to demand redemption or the redemption price shall be settled in Helsinki by arbitration governed by the Arbitration Proceedings Act. The arbitrators shall be appointed by the Arbitration Board of the Central Chamber of Commerce. The arbitration shall be governed by Finnish law.
16. Consent clause pertaining to A shares
In order to acquire the company's A shares by means of a transfer, the consent of the Board of Directors of the company is required. This consent must be applied for in writing. The company's Board of Directors must give an answer to the consent application within two (2) weeks of receiving the notification of it.