Stock exchange release - 2 March 2005
Invitation to the Annual General Meeting of CapMan Plc
The shareholders of CapMan Plc are invited to the Annual General Meeting that will be held on Thursday 31 March 2005 at 10.00 a.m. in Helsinki at the Adams-Sali, Erottajankatu 15 -17.
The following matters will be on the agenda of the Annual General Meeting:
1. The matters that the Annual General Meeting shall decide on according to Article 12 § of the Articles of Association.
2. Proposal to authorise the Board of Directors to decide on the increase of share capital
The Board of Directors proposes that the Annual General Meeting revokes all the previous unused authorisations to increase the share capital and authorises the Board of Directors to decide on the increase of the company’s share capital through a new share subscription or a convertible loan and, in exercising the authorisation, to decide on the terms of the new issue of shares or the convertible loan.
The authorisation applies to B-series shares of the company, and by virtue of this authorisation the company’s share capital may increase by a maximum of EUR 70,000.00. A maximum of 7,000,000 new B-shares of the company with a nominal value of EUR 0.01 may be issued. The new subscriptions to shares, according to the decision of the Board of Directors, may be made against consideration in kind or by setting off a receivable.
The Board of Directors has, in the issue of new shares, the right to decide on the determination basis for the subscription price and the final subscription price, which, however, may not be lower than the nominal value of shares, on the approval of the subscriptions of the new shares, on the allocation of the shares to be issued and on the final amount of the shares to be issued.
The authorisation for the Board includes the right to deviate from the shareholders’ pre-emptive right of subscription. 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.
The authorisation is valid for one year from the resolution of the Annual General Meeting.
3. Proposal to authorise the Board of Directors to decide on repurchasing the company’s own shares
The Board of Directors proposes that the Annual General Meeting revokes all the previous unused authorisations and authorises the Board to decide on repurchasing the company's own shares by using the company’s distributable equity. The maximum number of shares to be repurchased is 3,500,000 publicly listed B-shares with a nominal value of EUR 0.01 provided that neither the nominal value nor the number of voting rights of own shares possessed by the company or its subsidiaries exceed five (5) percent of the entire share capital or total number of voting rights of the company after the repurchase.
The repurchase of the shares will reduce the distributable equity of the company. The shares may be purchased in order to finance the company’s acquisition of assets related to the business of the company, to develop the company’s equity structure, to improve share liquidity, to be conveyed onwards or to be invalidated. The shares shall be purchased through public trading at Helsinki Stock Exchange and they will be repurchased in another proportion than that of the shareholders’ share ownership and at a price defined in the public trading at the time of the purchase. The purchase price of the shares shall be paid to the sellers in accordance with directions and rules of the Helsinki Stock Exchange and the Finnish Central Securities Depository Ltd.
Since the maximum number of shares to be repurchased is below five (5) per cent of the total number of shares and number of votes of all shares of the company, the repurchase 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 59 per cent of the share capital and approximately 79 per cent of the votes attached to the shares of the company prior to the acquisition of own shares. As the shares of the company are to be acquired through public trading arranged by the Helsinki Stock Exchange without knowledge of the identity of the assignor, the share of the share capital and votes belonging to the related entities after the acquisition cannot be determined in advance.
The authorisation shall be valid for one year from the resolution of the Annual General Meeting.
4. Dividend
The Board of Directors has decided to propose to the Annual General Meeting that a dividend of EUR 0.06 per share will be paid for the year 2004. The dividend shall be paid to shareholders, who are registered in the register of shareholders held by Finnish Central Securities Depository Ltd on 5 April 2005, which is the record date for the dividend payment. The Board of Directors proposes that the dividend be paid on Thursday, 12 April 2005.
5. The composition of the Board of Directors
Shareholders representing more than ten (10) per cent of the votes attached to the shares of the company have informed the Board of Directors that they will propose to the Annual General Meeting that Tapio Hintikka, Lennart Jacobsson, Lauri Koivusalo, Teuvo Salminen and Ari Tolppanen shall be re-elected as members to the Board of Directors of the company for the next term of office which shall continue until the closing of the following Annual General Meeting. All aforementioned candidates have given their consents for the candidacy.
6. Election of the auditor
At the Annual General Meeting the shareholders elect the auditor of the company for each fiscal year. The Board of Directors proposes that PricewaterhouseCoopers Ltd., Authorised Public Accountants, shall be re-elected as the auditor of the company with Authorised Public Accountant Jan Holmberg as the auditor in charge and Authorised Public Accountant Terja Artimo shall be re-elected as the deputy auditor of the company.
Annual Accounts and proposals of the Board of Directors
The annual accounts and the proposal of the Board of Directors for authorisation to increase the share capital, authorisation to acquire the company's own shares, as well as appendices thereto are available for review from 23 March 2005 at the company’s head office at Korkeavuorenkatu 32, 00130 Helsinki. Shareholders will be sent a copy of the documentation upon request and the documents will also be available for review at the Annual General Meeting.
Right to participate
A shareholder who has been registered in the shareholder’s register held by the Finnish Central Securities Depositary Ltd. at the latest Monday 21 March 2005, or owners of nominee registered shares, who have on the respective date been registered temporarily into the shareholder’s register of the company, are entitled to participate in the meeting.
Prior notice to attend the meeting
Shareholders who wish to participate in the meeting must notify the company of their intention at the latest on Thursday 24 March 2005 at 12.00 p.m. either by delivering a written notice to the company (Korkeavuorenkatu 32, 00130 Helsinki), or by telephone to Pia Vilpas, telephone number +358 9 6155 8345 or Reetta Peltonen, telephone number +358 9 6155 8384 or by e-mail to reetta.peltonen@capman.com, or by fax to the fax number +358 9 6155 8350.
Advance delivery of power of attorneys
Shareholders may use their rights in the Annual General Meeting in person or by using an authorised representative. The authorised representative must present a dated power of attorney. Shareholders are requested to deliver the power of attorney to the company in connection with the prior notice of participation.
Helsinki, 10 February 2005
CapMan Plc
The Board of Directors
Distribution
Helsinki Exchanges
Principal media
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