The Annual General Meeting has the following agenda:
1. Proposal of the Board of Directors to lower the share capital
The Board of Directors proposes that the Annual General Meeting would make the decision to lower the company’s current share capital of EUR 756,946.30 by a minimum of EUR 9,825 to EUR 747,121.30, and a maximum of EUR 35,000 to EUR 721,946.30, by invalidating 982,500 B-shares at a minimum, and 3,500,000 B-shares at a maximum, which shares shall be acquired through public trading prior to the date of the Annual General Meeting based on the authorisation given to the Board of Directors and are in the possession of the company. The share capital will be lowered by transferring the aggregate corresponding nominal value of the B-shares to be invalidated to the reserve fund. The lowering has no effect on the restricted equity of the company.
2. Proposal of the Board of Directors regarding authorisation for increasing the share capital
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to decide on an increase in the Company’s share capital in deviation from the former shareholders’ pre-emption right to subscription, by means of a new share subscription or by taking out a convertible loan and under the authorised issue of shares to decide on the terms of the directed new issue of shares or the convertible loan. The authorisation applies to B-series shares of the Company.
According to this authorisation, the Company’s share capital may be increased by a maximum of EUR 35,000.00. A maximum of 3,500,000 new company B-shares with a nominal value of EUR 0.01 may be issued. The authorisation is valid for one year from the resolution. The new subscriptions to shares may, according to the decision of the Board of Directors, be made against consideration in kind or by setting off a receivable.
The Company’s Board of Directors has the right to resolve upon the specifications for the subscription price and final subscription price in the directed issue of shares, which, however, may not be lower than the nominal value of shares, and on the allocation of the shares to be issued.
The authorisation for the Board includes the right to deviate from the former shareholders’ pre-emption right to subscription. Hence the Board has the right to decide for example, on who has the right to subscribe to the new shares in the issuing of new shares, or to whom the convertible loan may be directed.
The purpose of the authorisation is to carry out and finance company acquisitions and other business arrangements as well as finance the Company’s current and/or future investments. For the stated reasons, “weighty financial justifications” as required by the Finnish Companies Act, chapter 4, article 2, paragraph 2, exist permitting the Board to deviate from the former shareholders’ pre-emption right to subscription.
3. Proposal of the Board of Directors regarding authorisation to decide on the acquisition and transfer of the company's own shares
The Board of Directors proposes that the Annual General Meeting, authorises the Board to resolve upon purchasing shares of the Company by using the Company’s distributable equity. The maximum number of shares to be purchased is 3,500,000 publicly listed B-shares with a nominal value of EUR 0.01. However, after the acquisition, the total nominal value of the shares, or the number of votes attached to such shares owned by the Company or its subsidiaries shall not exceed five per cent (5%) of the entire share capital or number of votes of the Company. The purchase of the shares will reduce the distributable equity of the Company. The authorisation shall be valid for one year from the resolution. The Board of Directors shall decide upon the acquisition sequence of the shares.
The shares may be purchased through a public sale arranged by the Helsinki Stock Exchange, and they need not be acquired in proportion to the shareholders’ proportional shareholdings. The shares shall be acquired at a price defined in the public sale at the time of the purchase. The purchase price of the shares shall be paid in accordance with directions and rules of the Helsinki Stock Exchange and the Finnish Central Securities Depository Ltd. The Board has the final right to decide on the specifications of the acquisition price should the stated definition mechanism not be available.
The shares may be purchased in order to finance the acquisition of Company business assets, to develop the Company’s equity structure, to improve share liquidity or to be further assigned, resold or voided or should the Board otherwise consider it to be a profitable way to use the Company’s liquid assets. The authorisation covers also the assignment or resale of the Company’s own shares in deviation from the shareholders’ pre-emptive right to subscription for the stated purposes in a way and for a price separately decided by the Board.
Since the maximum number of shares to be purchased is below five per cent (5%) of the total number of shares and number of votes of all shares of the Company, the acquisition of shares has no considerable effect on the distribution of the share ownership or voting power in the Company. Related entities as defined in the Finnish Companies Act own approximately 72% of the share capital and approximately 86% of the votes attached to the shares of the Company prior to the acquisition of own shares. The ownership of the related entities may be reduced due to the acquisition of shares. The ownership of the related entities however depends in some degree on how many shares the Board shall purchase and how many shares the related entities of the Company shall sell in a public trade.
4. Proposal of the Board of Directors regarding the granting of new warrants
The Board of Directors proposes that the Annual General Meeting of Shareholders of CapMan Plc, in deviation from the shareholders’ pre-emptive right to subscription approves the granting of warrants to key persons within the CapMan Group, and to members of the Board of the company, as well as to subsidiaries fully owned by the company (warranty scheme 2003).
The deviation to the shareholders' pre-emptive right to subscription is proposed because the warrants are intended to be a part of the incentive and commitment program for key persons within the CapMan Group. The purpose of the warrants are intended to encourage the key persons as well as the Board members to work on a long-term basis to increase the shareholder value and commit them to the Company.
A total number of 1,250,000 warrants will be issued. The warrants will be marked with the symbols 2003A and 2003B and they will be gratuitously distributed to key persons within the CapMan Group or to key persons recruited to the CapMan Group and to the members of the Board of the company. The Annual General Meeting of Shareholders shall annually decide on the number of warrants to be distributed to the members of the Board when deciding upon the remuneration for Board members. The Board of Directors shall decide on the distribution of warrants to all others, who are not members of the Board. A total maximum number of 125,000 warrants will be issued to the Board members.
The share subscription price for stock option 2003A option shall be the trade volume weighted average price of the CapMan B-share traded on the Helsinki Stock Exchange during the period 1 December - 31 December 2003 and for the 2003B stock option the trade volume weighted average price of CapMan's B-share traded on the Helsinki Stock Exchange during the period June 1 - June 30, 2004.
The share subscription price when using the warrants shall, as per the dividend record date, be deducted with the amount of the dividend decided after the beginning of the period for determination of the share subscription price but before share subscription. However, the share subscription price shall always amount to at least the nominal value of the share.
The subscription period for the stock option 2003A shall be October 1, 2006 - October 31, 2008 and for 2003B it shall be October 1, 2007 - October 31, 2009.
The share capital of the company may be increased by a maximum of EUR 12,500 and the number of shares by a maximum of 1,250,000 new B-shares as a result of the share subscriptions from the 2003 warrants.
Some of those persons entitled to warrants belong to the inner circle of the company. Persons that potentially will be included in the warranty scheme currently own a total of approximately 64% of the share capital of the Company and hold approximately 81.5% of the voting rights. The ownership of these persons can, due to the subscription of shares using the warrants, increase to a maximum of 64.5% of the share capital of the Company and to 82% of the voting rights.
The warrants now issued constitutes a maximum of 1.65% of the Company's shares and 0.84% of the voting rights attached to the shares after the potential share capital increase.
5. Proposal of the Board of Directors to amend the conditions of the warrants 2000
The Board of Directors proposes that the Annual General Meeting would amend the terms and conditions of the warrants 2000 in a way that option rights can be issued without consideration and in deviation from the shareholders’ pre-emptive right to subscription also to members of the Board of Directors.
Prior to the amendment it has, according to the warrants 2000, been possible to issue the warrants only to the key personnel (employees) of the CapMan Group and to a wholly-owned subsidiary of CapMan Plc.
After the approval of the amendment to terms and conditions, Section 3 of the company’s warrants 2000 shall read as follows:
“3 Right to warrants
The warrants shall, in deviation from the shareholders’ pre-emptive right to subscription, be issued to key personnel of the CapMan Group and to members of the Board of Directors, and to a wholly-owned subsidiary of CapMan Plc. It is proposed that the shareholders’ pre-emptive right to subscription be deviated from since the warrants are intended to form part of the Group’s incentive and commitment program for the key personnel and the members of the Board of Directors. The Annual General Meeting shall decide on the amount of the warrants to be distributed annually to the members of the Board of Directors when deciding on the compensation of the members of the Board of Directors. The maximum number of the warrants to be issued to members of the Board of Directors is 263,500.”
6. Matters on the agenda of the Annual General Meeting
In addition to the matters on the agenda of the Annual General Meeting and according to the Articles of Association, article 12, the granting of warrants to Board members that are not employed by the CapMan Group will be resolved. The Board of Directors proposes that compensation for Board members that are not employed by the CapMan Group could be money and/or options in the company in a manner that the Annual General Meeting more precisely decides. This matter can be resolved at the Annual General Meeting provided that the Annual General Meeting has decided to accept the granting of new warrants (warrant scheme 2003) and to amend the terms of the warrant scheme 2000.
Documents
The documents related to the closing of the accounts (the financial statement and the annual report) and the proposal of the Board of Directors for authorisation to increase the share capital, authorisation to acquire and transfer the company's own shares, amending of the conditions of the warranty scheme 2000, granting warrants (warrant scheme 2003) and decreasing the share capital as well as appendices together with the Company’s auditors statement regarding the specifications for defining the subscription price and justification to deviate from the shareholders’ pre-emptive right to subscription as well as the specifications for the acquisition prise for shares and the purpose and the manner for acquiring shares, granting warrants as well as decreasing share capital are available for review from April 2, 2003 at the Company’s head office in Korkeavuorenkatu 32, 00130 Helsinki. Shareholders will be sent a copy of the documentation upon request.
Dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.10 per share will be paid for the fiscal year ending December 31, 2002. If the Annual General Meeting approves the proposal by the Board of Directors, the record-date for dividend payments is Monday April 14, 2003 and the pay-date Wednesday April 23, 2003.
Right to participate
According to the Finnish Companies Act chapter 3a, paragraph 11 and 11 a, shareholders who have registered their shareholdings in the shareholder’s register of the Finnish Central Securities Depositary Ltd. at the latest Friday March 28, 2003, or owners of nominee registered shares, who have on the respective date been registered temporarily into the shareholder’s register of the Company, have the right to participate in the meeting. Shareholders who wish to participate in the meeting should notify the Company of their intention to do so at the latest Monday April 7, 2003 at 12.00 a.m. either in writing to the Company address (Korkeavuorenkatu 32, 00130 Helsinki), or by telephone to Pia Vilpas, telephone number +358 09 6155 8345 or by telephone to Reetta Peltonen, telephone number +358 9 6155 8356 or by e-mail to pia.vilpas@capman.com or by fax to the fax number +358 9 6155 8350.
Shareholders may use their rights in the Annual General Meeting personally or by using an authorised representative. The authorised representative must present a dated power of attorney. The power of attorneys should be delivered to the Company at the time of the pre-registration.
Helsinki, March 6, 2003
CapMan Plc
The Board of Directors
CAPMAN PLC
Jerome Bouix
Director of Investor Relations and Communications
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