Annual General Meetings

The highest powers of decision in CapMan Plc are the General Meetings, where the shareholders can exercise their rights to speak and vote. The Board of Directors convenes the General Meetings. The Annual General Meeting is held annually by the end of June. The General Meetings decide on the tasks specified by the law and the Articles of Association.



Materials for CapMan's Annual General meetings are available below. Please click the years below.

 

General meeting of shareholders

The ultimate decision-making power lies with CapMan's general meeting of shareholders, through which shareholders can participate in the Group's decision-making and can exercise their right to speak, ask questions, and vote. The general meeting decides on the matters specified by legislation and laid down in CapMan's articles of association. The articles of association are available here.

 

The Annual General Meeting (AGM) is held annually, no later than by the end of June. The meeting has usually been held in late March or early April. The most important matters within the competence of the AGM include:

  • decisions on the number of Board members
  • the election of Board members
  • decisions on the remuneration and financial benefits of the members of the Board and Board Committees
  • the election of the auditor and decisions on the auditor's fee
  • the adoption of the financial statements
  • decisions on discharging the Board and the CEO from liability
  • amendments to the articles of association
  • decisions on increases in the share capital
  • decisions on the distribution of the company's earnings, such as profit distribution
  • decision on authorisations to be given to the Board.

Notice of the general meeting

A general meeting is convened by the Board of Directors of CapMan no earlier than three months and no later than three weeks prior the meeting. The notice to convene the general meeting is published as a stock exchange release and on the company's website and shall contain at least the following information:

  • the time and place of the meeting
  • the proposed agenda
  • the proposals for the number and appointment of Board members, the remuneration of Board members, and biographical information on the candidates
  • the proposal for the appointment of the Auditor and his/her remuneration
  • other proposals to the general meeting
  • matters placed on the general meeting agenda for which no resolutions are proposed
  • a description of the procedures that shareholders must comply with in order to participate in and vote at the general meeting either in person or through proxy representative
  • a description of shareholders' right to ask questions related to an item on the agenda either during the meeting or by submitting the question to the company in advance
  • the 'record date' that defines the right to participate in and vote at the general meeting
  • the place where the general meeting documents and proposed resolutions are available
  • the total number of shares and voting rights by share class on the date of the notice to convene
  • the address of the company website.

 

A notice to convene a general meeting and the following information are published on this site at the latest three weeks prior to the general meeting:

  • the documents to be submitted to the general meeting
  • proposals presented for resolution by the Board of Directors or other competent body.

General meeting materials on the company's website

CapMan has a separate section for general meetings on its website and all documents related to general meetings are published and updated in this section as follows:

The date of the general meeting and shareholders' right to put items on the agenda

CapMan publishes the date for the following year's AGM as well as the date by which a shareholder shall notify the Board of an issue that he or she requests to be included in the agenda of the AGM, when it announces the disclosure dates for its quarterly interim reports. CapMan also specifies the mail or email address to which shareholders shall send requests. Requests are deemed to have arrived in due time if they arrive four weeks prior to the publication of the notice to convene. CapMan has usually published the following year's disclosure dates in late October or early November.

The notice to convene the general meeting, documents to be submitted to the general meeting, and proposals presented for resolution to the general meeting

The documents will be available on the company's website at least three weeks prior to the general meeting and will be kept there for at least three months after the General Meeting.

The minutes of the general meeting

The minutes of the general meeting, the voting results and the relevant appendices to the minutes will be available on the company’s website within two weeks after the general meeting and will be kept there for at least three months after the general meeting.

Information about previous general meetings

The proposals for the general meeting, the notice to convene the general meeting, and the resolutions taken by the general meeting will be kept on the company’s website in respect of all previous general meetings. The minutes of general meetings will also be kept on the website as from 2010.

Attendance of members of the Board, the CEO, and the Auditor at general meetings

The company’s CEO, the Chairman of the Board, and a sufficient number of members of the CapMan Board of Directors shall attend the general meeting. In addition, the Auditor is always present at the general meeting. It is the company’s aim that all persons proposed for the first time as members of the Board also attend the general meeting, unless there are well-founded reasons for their absence.