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ARTICLES OF ASSOCIATION OF CAPMAN PLC
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ARTICLES OF ASSOCIATION OF CAPMAN PLC PROPOSED AMENDMENTS TO THE ANNUAL GENERAL MEETING
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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.
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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.
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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.
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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.
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3. Minimum and maximum share capital
The minimum share capital of the company is EUR 390,000.00, and the maximum share capital is EUR 1,560,000.00. Within these limits the amount of share capital can be either raised or lowered without amending the Articles of Association.
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4. Nominal value of shares
The nominal value of a company share shall be one (1) euro cent.
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5. Book-entry system
The shares of the company are incorporated in the book-entry system of securities.
The right to receive distributed funds and the subscription right when the share capital is raised shall apply to:
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3. Book-entry system
The shares of the company are incorporated in the book-entry system of securities.
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a) a person who is listed in the shareholders' register as a shareholder on the balancing date;
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b) a person whose right to receive funds has been entered in the book-entry account of a shareholder listed in the shareholders' register on the balancing date, and entered in the shareholders' register; or
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c) in the case of nominee registered shares, a person in whose book-entry account the share has been entered on the balancing date, and whose custodian has been entered as the custodian in the shareholders' register on the balancing date.
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6. 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 6.
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.
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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.
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7. 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.
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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.
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8. Managing Director
The company shall have a Managing Director who shall be elected by the Board of Directors.
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6. Managing Director
The company shall have a Managing Director who shall be elected by the Board of Directors.
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9. Signing for the company
The company name shall be signed by the Managing Director and by the Chairman of the Board of Directors, each one alone, or by any two (2) members of the Board jointly. |
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.
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10. Signing for the Company per Procurationem
The Board of Directors may authorize persons to sign for and on behalf of the company per procurationem.
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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.
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11. 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.
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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. |
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12. Ordinary 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:
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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:
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review:
1. the annual accounts comprising the profit and loss statement, the balance sheet, information relating to these and the annual report, and the consolidated financial statements comprising the consolidated profit and loss statement, consolidated balance sheet, and the information relating to these;
2. the auditor’s report and the consolidated auditor’s report;
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review:
1. the annual accounts, the consolidated annual accounts and the report by the Board of Directors;
2. the auditor’s report; |
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take resolutions on:
3. the approval of the profit and loss statement and balance sheet, and the adoption of the consolidated profit and loss statement and consolidated balance sheet;
4. measures to be adopted as a result of the profit or loss shown on the adopted balance sheet and consolidated 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;
7. the number of Board members;
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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;
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elect:
8. the members of the Board of Directors;
9. auditor and deputy auditor;
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elect:
8. the members of the Board of Directors
9. auditor and deputy auditor; |
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deal with:
10. other issues stated in the notice to convene a General Meeting of Shareholders. |
deal with:
10. other issues stated in the notice to convene a General Meeting of Shareholders.
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13. The notice to convene a General Meeting of Shareholders
The notice of a General Meeting of Shareholders must be published in at least one (1) national newspaper determined by the Board of Directors no earlier than 2 (two) months and no later than seventeen (17) days prior to the General Meeting of Shareholders.
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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.
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14. 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.
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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.
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15. Financial period
The financial period of the company runs from the 1st of January to the 31st of December.
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13. Financial period
The financial period of the company runs from the 1st of January to the 31st of December.
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16. Obligation to purchase shares
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.
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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.
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When calculating the proportion of total shares and votes in the company held by the shareholder, the shares belonging to the following categories will also be included:
- a company which according to the Companies Act belongs to the same group as the shareholder;
- an enterprise, which is considered to belong to the same group as the shareholder when drawing up consolidated accounts in accordance with the Accounting Act;
- a non-Finnish society or enterprise which - if it were Finnish - would belong to the same group as the shareholder in the manner described above;
- a society or foundation in which the shareholder has, either alone or together with his or her family members, control, as stipulated in the Securities Markets Act chapter 1, section 4, paragraph 4.
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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. |
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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.
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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.
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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.
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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. |
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16.1 Purchase price
The redemption price shall be determined separately for each share class.
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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.
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16.1.1 The purchase price of an A share, if the share is not subject to public trade
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 determined by the highest effected A share purchase price. The minimum purchase price shall, however, always be at least the price calculated - as determined below (16.1.4) - as equivalent to the price of a (quoted) B share price which is subject to public trade, if the value of a quoted B share is higher than the share-specific redemption price for an A share, defined in this paragraph.
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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.
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If the share is acquired without consideration, the purchase price shall be the net asset value of the share based on the latest annual accounts. Should the net asset value in the latest annual accounts be lower than the value of a quoted B share as calculated in the manner described below (16.1.4), the purchase price shall be the price corresponding to the value of a B share.
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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.
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16.1.2 Purchase price of an A share if the share is quoted
If the company's A shares are quoted on the Helsinki Stock Exchange or another marketplace in Finland, or elsewhere in any list whatsoever, the purchase price of an A share shall be the higher of the following:
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