Proposal to pay dividend
The Board of Directors will propose to the Annual General Meeting a dividend for the fiscal year 2006 of EUR 0.12 per share. The dividend ex date will be March 30, 2007, the record date April 3, 2007 and the pay date April 12, 2007. The actual dividend pay date outside Finland will be determined by the practices of the intermediary banks transferring the dividend payments.
The composition of the Board of Directors
Shareholders representing more than 10 per cent of the votes of the Company have informed the Board of Directors that they will propose to the Annual General Meeting that the number of members of the Board to be elected is six and that Mr. Tapio Hintikka, Mr. Lennart Jacobsson, Mr. Urban Jansson, Mr. Teuvo Salminen and Mr. Ari Tolppanen shall be re-elected as members and that Ms. Sari Baldauf shall be elected as a new member to the Board of Directors of the Company for the next term of office until the closing of the following Annual General Meeting.
The proposed new member Ms. Baldauf has served as Executive Vice President and General Manager of Networks, Nokia Corporation 1998–2005 and a member of the Nokia Group Executive Board 1994–2005. Previously she served as Executive Vice President of Nokia APAC and prior to that, as President of Nokia Telecommunications, Cellular Systems. She is currently member of the Board of Directors in the following companies: F-Secure Corporation, Hewlett-Packard Company, SanomaWSOY (Vice Chairman) and YIT Corporation. In addition, she is member of the Board of International Youth Foundation, Chairman of the Board of Savonlinna Opera Festival Ltd and member of the Board of Trustees of The Finnish Cultural Foundation.
Proposal to amend the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolve to amend the Company’s Article of Association as follows:
• remove the provisions regarding minimum and maximum share capital and nominal value of the shares,
• remove the provisions regarding the record date,
• amend the provisions on signing for the company to conform with the terminology of the Finnish Companies Act effective as of September 1, 2006 (“new Companies Act”), and add the new provision whereby the Board may authorize specified persons to sign for the company,
• amend the list of agenda items to conform with the terminology in the new Companies Act,
• amend the provisions on the notice of a General Meeting to the effect that it must be published no earlier than three months prior to the Meeting, and that the notice of Meeting must be published in the newspaper determined by the Board,
• remove the provisions regarding the shareholder’s obligation to purchase shares (paragraph 16) to the extent that the provisions have been applicable to situations where A- or B-shares are subject to public trading, and replace these with a reference to the provisions of the existing Securities Markets Act and those regarding a mandatory bid. The provisions regarding the obligation to purchase shares in situations where the Securities Markets Act is not applicable will remain unchanged, with the exception that the provision on the calculation of the portion of votes of more than one shareholder under the purchase obligation is proposed to be changed to conform with the Securities Markets Act.
Proposal to authorize the Board to resolve to issue shares, stock options and other entitlements to the Company’s shares
The Board of Directors proposes that the Annual General Meeting authorize the Board to resolve to issue the maximum of 20,000,000 either newly issued B-shares or reissue existing B-shares of the Company, or to issue stock options and other entitlements referred to in the Finnish Companies Act chapter 10, paragraph 1. It is proposed that the authorization be used to finance and to carry out acquisitions or other business transactions and the Company’s investments, or employee incentive plans.
It is proposed that the authorization include the right for the Board of Directors 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, including the right to resolve to issue shares without a subscription price. The authorization also includes the right to disapply the shareholders' pre-emptive rights to the Company’s shares in accordance with to the Finnish Companies Act.
It is proposed that the authorization shall expire on 30 June, 2008.
Proposal by the Board to authorize to repurchase the Company’s B-shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to repurchase the maximum of 8 000 000 of the Company's own B-shares. The shares may be purchased 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 repurchase of shares will be carried out by using the Company’s unrestricted shareholders equity, whereby the repurchases will reduce funds available for distribution of profits.
The repurchases will be carried out through public trading on the Helsinki Stock Exchange, whereby the shares will be repurchased in another proportion than according to the holdings of the shareholders. The repurchase price must be based on the market price of the Company’s shares in public trading.
It is proposed that the authorization shall expire on 30 June, 2008.
Proposal to approve the recording of the share subscription prices pertaining to the Company’s outstanding stock option rights in the Company’s invested unrestricted shareholders equity.
The Board of Directors proposes for shareholders’ approval that the share subscription prices to be accrued from share subscriptions pertaining to the Company’s stock option plans, be recorded in the Company’s invested unrestricted shareholders equity. The General Meetings of shareholders of the Company has approved the two plans on 29 August, 2000 and on 29 March, 2003 respectively.
The proposals of the Board of Directors of CapMan Plc for the Annual General Meeting are available from 14 February 2007 on the company’s internet website at the address www.capman.com/En/InvestorRelations/AnnualGeneralMeetings. The proposals will also be included in the notice of Meeting, to be published later.
CAPMAN PLC
The Board of Directors
For more information, please contact:
Heikki Westerlund, CEO, CapMan Plc, tel. +358 9 6155 8304 or +358 50 559 6580
Distribution:
Helsinki Exchanges
Principal media
www.capman.com