Annual General Meetings
The highest powers of decision in CapMan Plc are the General Meetings, where the shareholders can exercise their rights to speak and vote. The Board of Directors convenes the General Meetings. The Annual General Meeting is held annually by the end of June. The General Meetings decide on the tasks specified by the law and the Articles of Association.
ANNUAL GENERAL MEETING 2010
CapMan Plc’s Annual General Meeting (AGM) was held on Tuesday, 30 March 2010 in Helsinki.
The meeting confirmed the 2009 financial statements and granted discharge from liability to the Board of Directors and the CEO for the 2009 financial year. The AGM decided that a dividend of EUR 0.04 per share will be distributed to the shareholders from the Company’s distributable assets, as proposed by the Board of Directors. The AGM approved the proposals of the Board of Directors to the AGM as they were.
The members of the Board of Directors
The AGM decided that the Board consists of six members. The Board’s term of office continues until the close of the General Meeting following their election. Ms. Sari Baldauf, Mr. Tapio Hintikka, Mr. Conny Karlsson and Mr. Teuvo Salminen were re-elected to the Board of Directors and Mr. Koen Dejonckheere, CEO of Gimv NV, and Mr. Heikki Westerlund, CEO of CapMan Plc, were elected to the Board as new members.
The remunerations of the members of the Board
The AGM confirmed the following monthly remuneration for the members of the Board of Directors: for the Chairman and Vice Chairman EUR 4,500 and for the other members EUR 4,000. In addition, if the Board establishes Board committees, a meeting fee of EUR 1,000 per meeting shall be paid for the committee members. In addition reasonable travel expenses will be compensated.
Auditors
PricewaterhouseCoopers Oy, corporation of authorized public accountants, with Jan Holmberg, APA (Auditor Approved by the Central Chamber of Commerce) as the Lead Auditor, was elected as the Company’s Auditors. Terja Artimo, APA, was elected as Jan Holmberg’s deputy. The AGM decided that the auditor is paid a fee and compensation for travel expenses according to the reasonable auditor’s invoice.
The Annual General Meeting approved the following proposals the Board of Directors to the Annual General Meeting:
1. Proposal by the board of directors to amend the Articles of Association
2. Authorising the board of directors to decide on the issuance of shares, stock options and other entitlements to Company’s shares.
3. Authorising the board of directors to decide on the repurchase of the Company’s own
shares and acceptance of the Company’s own shares as pledge
The proposals of the Board of Directors to the Annual General Meeting
Minutes and appendices (unofficial translation)
Minutes of Annual General Meeting
The Stock Exchange Releases regarding the Annual General Meeting 2010:
5 February 2010 CapMan Plc Board of Directors convenes Annual General Meeting 2010
5 February 2010 Heikki Westerlund proposed to become Chairman of CapMan Plc Board
– Next step in generation shift
30 March 2010 Decisions adopted by CapMan Plc’s Annual General Meeting