The members of the Board of Directors and the organisation of the Board
The AGM decided that the Board consists of six members. Sari Baldauf, Tapio Hintikka, Lennart Jacobsson, Teuvo Salminen and Ari Tolppanen will continue as Board members. Conny Karlsson was elected as new member to the Board of Directors. Immediately after the AGM, the organisation meeting of the Board was held and Ari Tolppanen was elected as Chairman of the Board and Teuvo Salminen as Vice Chairman of the Board. In the same meeting the Board evaluated the independence of the Board members from CapMan Plc and its largest shareholders. The Board concluded that Sari Baldauf, Tapio Hintikka, Conny Karlsson and Teuvo Salminen are independent of the company.
The compensation of the Board members
The members of the Board will be paid the following monthly compensations: EUR 4,000 to the Chairman and Vice Chairman and EUR 3,500 to members. Compensation will not be paid for those Board members that are employed by CapMan Group. Reasonable travel expenses will be compensated for all Board members.
Auditors
PricewaterhouseCoopers Oy, corporation of authorized public accountants, with Jan Holmberg, APA (Auditor Approved by the Central Chamber of Commerce) as the Lead Auditor, continues as the Company’s Auditors. Terja Artimo, APA, will act as Jan Holmberg’s deputy.
Authorization for the Board to resolve to issue shares, stock options and other entitlements to Company’s Shares
The AGM authorised the Board of to resolve to issue either newly issued shares or reissue existing B shares in the Company, as well as to issue stock options and other entitlements to B shares referred to in the Finnish Companies Act chapter 10, paragraph 1. The authorization is to be used to finance and to carry out acquisitions or other business transactions and the Company’s investments, or employee incentive plans.
The authorization amounts to the maximum of 20,000,000 B shares in the Company and includes the right to deviate from the shareholders' pre-emptive right to the Company’s shares, provided that weighty financial reason exists pursuant to the Finnish Companies Act. The authorization includes the right to resolve to issue shares without payment under the condition that particularly weighty financial reason exists pursuant to the Finnish Companies Act and the right to issue shares to the Company itself without payment. Pursuant to the Finnish Companies Act the Board may not, however, make a decision to issue shares to the Company itself so that the treasury shares in the possession of, or held as pledges by, the Company and its subsidiaries would exceed one tenth of all shares.
The authorization includes the right for the Board to determine the terms and conditions of the issue and re-issue of shares, share option rights and other entitlements referred to in the Finnish Companies Act, chapter 10, paragraph 1, as well as to determine other matters pertaining to these actions in accordance with the Finnish Companies Act, including the right to resolve whether the subscription price be entered wholly or partly to the fund for invested unrestricted equity or as increase in the share capital.
The authorization shall be in force until 30 June 2009.
Authorization for the Board to resolve to repurchase Company’s shares or accept them as pledge
The AGM authorised the Board to purchase the Company's own B shares and accept them as pledge. It is proposed that the authorization would amount to the maximum of 8,000,000 B shares in the Company, provided however, that the treasury shares in the possession of, or held as pledges by, the Company and its subsidiaries shall not exceed one tenth of all shares.
The shares may be repurchased 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. The shares may be accepted as pledge in order to finance or carry out acquisitions or other business transactions.
The repurchase of shares will be carried out by using the Company’s unrestricted shareholders equity, whereby the purchases will reduce funds available for the distribution of profits.
The repurchases will be carried out through public trading on the OMX Nordic Exchange Helsinki, whereby the shares will be purchased in another proportion than according to the holdings of the shareholders and in accordance with the rules and regulations of the OMX Nordic Exchange Helsinki and the Finnish Central Securities Depository. The repurchase price must be based on the market price of the Company’s shares in public trading.
The authorization shall be in force until 30 June 2009.
Decision to issue new stock options
The AGM decided to issue stock options to the key personnel of the Company and its subsidiaries (Stock option program 2008). The terms and conditions of the program are described in detail in Appendix 1. The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the key personnel. The maximum total number of stock options issued within the stock option program 2008 will be 4,270,000 and the stock options entitle their owners to subscribe for a maximum total of 4,270,000 new B-shares in the Company or existing B-shares held by the Company. The share subscription price will be entered into the invested non-restricted equity fund.
For more information, please contact:
Martti Timgren, Senior Legal Counsel, secretary of the Board of Directors, CapMan Plc, tel. +358 207 207 582 or +358 50 531 9772
CAPMAN PLC
Mari Reponen
Communications Director
Investor Services
DISTRIBUTION
Helsinki Stock Exchange
Principal media
www.capman.com