The members of the Board of Directors and the organisation of the Board
The AGM decided that the Board consists of five members. Tapio Hintikka, Lennart Jacobsson, Teuvo Salminen and Ari Tolppanen will continue as Board members. Swedish Board professional Urban Jansson 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 Tapio Hintikka, Urban Jansson 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 3,000 to the Chairman and Vice Chairman and EUR 2,500 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.
Other decisions
The Annual General Meeting approved the proposals of the Board of Directors to authorise the Board to increase the Company’s share capital (Appendix 1), to acquire the Company’s own shares (Appendix 2) and to resolve to dispose of the company’s own shares (Appendix 3).
CAPMAN PLC
Jerome Bouix
Partner
Fundraising, IR and Communications
Distribution:
Helsinki Exchanges
Principal media
APPENDICES
Appendix 1 : Proposal of the Board of Directors regarding authorisation for increasing the share capital
The Board of Directors proposes that the Annual General Meeting revokes all earlier unused authorisations to decide on an increase of the share capital and authorises the Board of Directors to decide on an 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 be increased by a maximum of EUR 150,000.00 by issuing a maximum of 15,000,000 new B-shares of the company with a nominal value of EUR 0.01 in a directed share issue or on the basis of a convertible loan. 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.
In the issue of new shares the Board of Directors has the right to resolve upon 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 provided that there is a weighty economical reason for the deviation. The purpose of the authorisation is to facilitate the financing of acquisitions and of other business arrangements as well as the financing of the company’s investments.
The authorisation is valid for one year from the resolution of the Annual General Meeting.
Helsinki, 2 February 2006
CAPMAN PLC
The Board of Directors
Appendix 2: Proposal of the Board of Directors to authorise the Board of Directors to resolve to repurchase the company's own shares
The Board of Directors proposes that the Annual General Meeting revokes all earlier unused authorisations concerning the repurchase of own shares 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 7,500,000 publicly listed B-shares with a nominal value of EUR 0.01 provided that neither the nominal value of own shares possessed by the company or its subsidiaries nor the number of votes given by them shall exceed ten (10) per cent of the entire share capital or total number of votes in the company after the repurchase.
The repurchase of the shares will reduce the distributable equity of the company. The shares may be repurchased to the company in order to finance the acquisition of assets related to the business of the company, to develop the company’s equity structure, to improve share liquidity or otherwise to be transferred onwards or to be invalidated.
The shares shall be repurchased through public trading on the Helsinki Stock Exchange and in another proportion than that of the shareholders’ share ownership. The shares shall be acquired at a price defined in the public trading at the time of the repurchase, and the purchase price of the shares shall be paid in accordance with the regulations of the Helsinki Stock Exchange. The Board has the final right to decide on the determination of the acquisition price in case the previously stated mechanism for determination of the price not be available.
Since the maximum number of shares to be repurchased is under ten (10) per cent of the total number of shares and number of votes in 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 53 per cent of the share capital and approximately 76 per cent of the votes attached to the shares before the repurchase of own shares. The ownership of the related entities may be reduced due to the acquisition of 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.
Helsinki, 2 February 2006
CAPMAN PLC
The Board of Directors
Appendix 3: Proposal of the Board of Directors to authorise the Board of Directors to resolve to dispose of the company’s own shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve to dispose of a maximum of 7,500,000 own shares.
The Board of Directors shall have the right to decide on the recipients, terms and conditions and number of shares to be transferred. The shares can be disposed of at a price decided by the Board of Directors. The consideration can be other than cash consideration. The Board of Directors shall have the right to decide on transfer of shares deviating from the shareholders’ pre-emptive rights providing that there is a weighty economic reason for the deviation, such as the financing of mergers, acquisitions and similar arrangements. The shares can also be disposed of by selling them in public trading.
It is proposed that the authorisation will be valid for one year from the Annual General Meeting.
Helsinki, 2 February 2006
CAPMAN PLC
The Board of Directors