The following matters will be on the agenda of the Annual General Meeting:
1. Matters pertaining to the Annual General Meeting as specified in Article 12 § of the company’s Articles of Association.
2. 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.
3. 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.
4. 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.
5. Dividend
The Board of Directors has decided to propose to the Annual General Meeting that a dividend of EUR 0.07 per share will be paid for the year 2005. The dividend shall be paid to shareholders, who are registered in the register of shareholders held by Finnish Central Securities Depository Ltd on Monday, 27 March 2006, which is the record date for the dividend payment. The Board of Directors proposes that the dividend will be paid on Monday, 3 April 2006.
6. 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, 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. In addition, the aforementioned shareholders will propose that Urban Jansson shall be elected as a new member to the Board of Directors of the company for the next term of office. Urban Jansson, 60, holds a higher bank degree and is a Swedish Board professional. At present Mr Jansson is the Chairman of the Board of Swedish companies Siemens AB and Tylö® and Vice Chairman in Finnish Ahlström Corporation and Norwegian Plantasjen A/S. He is also a Board member in Swedish companies SEB, Eniro, Clas Ohlson and Addtech, which are all listed on the Stockholm Stock Exchange. Formerly, Mr Jansson was the President of Swedish Ratos AB.
All aforementioned candidates have given their consents for the candidacy.
7. 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 Oy, 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.
Documents
The financial statements documents and the proposals of the Board of Directors for authorisation to increase and dispose the share capital and authorisation to acquire the company's own shares, as well as appendices thereto are available for shareholders’ perusal from Wednesday, 15 March 2006 at the company’s head office at Korkeavuorenkatu 32, 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.
Eligibility to attend the Meeting
Shareholders who are entered in the company’s Shareholder Register held by the Finnish Central Securities Depository Ltd on Friday, 10 March 2006, or owners of nominee registered shares who have on the respective date been temporarily registered into the company’s Shareholder Register, are eligible to attend the Meeting.
Registration
Shareholders who wish to participate in the Meeting must notify the company of their intention either by writing to CapMan Plc, Korkeavuorenkatu 32, 00130 Helsinki, Finland; on the Internet at www.capman.com/En/InvestorRelations/AnnualGeneralMeetings/2006; by telephone to Reetta Peltonen: +358 9 6155 8384 or Milla Karjalainen: +358 9 6155 8345; by e-mail to milla.karjalainen@capman.com; or by fax to +358 9 6155 8330 not later than 4:00 p.m. (Finnish time) on Friday, 17 March 2006. Notifications must reach CapMan Plc prior to the expiration of the registration period.
Power of attorney
Shareholders may exercise their rights in the Annual General Meeting in person or by using an authorised representative in possession of a dated power of attorney. Shareholders are requested to submit any powers of attorney to the company prior to the expiration of the registration period.
Shareholders’ questions
Shareholders wishing to present questions to the Board of Directors or the CEO of the company have the possibility to submit questions in writing prior to the Annual General Meeting by e-mail or on the Internet, together with the notification of attendance. Questions may also be presented in the Annual General Meeting.
Helsinki, 16 February 2006
CAPMAN PLC
Board of Directors
For further information, please contact:
Martti Timgren, Legal Counsel, CapMan Group, tel. +358 9 6155 8382
Distribution:
Helsinki Exchanges
Principal media