CapMan Plc Board of Directors convenes Annual General Meeting 2008

CapMan Plc Stock Exchange Release 31 January 2008 10.00. a.m.


CapMan Plc Board of Directors convenes Annual General Meeting 2008
The Board of Directors of CapMan Plc has convened the Annual General Meeting to be held on 27 March 2008. The Board of Directors will submit the below proposals to the Meeting:
- Proposal to pay dividend of EUR 0.16 per share,
- Proposal to authorize the Board for the share issuances and share repurchases
- Proposal to issue stock options
Proposal to pay dividend
The Board of Directors has proposes to the Annual General Meeting a dividend for the fiscal year 2007 of EUR 0.16 per share. The dividend will be paid to shareholders recorded in the Register of Shareholders held by Finnish Central Securities Depository Ltd on the record date, 1 April 2008. The Board proposes that the dividend be paid on 8 April 2008.
The Composition of Board of Directors
Shareholders representing more than ten (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 Ms. Sari Baldauf, Mr. Tapio Hintikka, Mr. Lennart Jacobsson, Mr. Teuvo Salminen and Mr. Ari Tolppanen shall be re-elected and Mr. Conny Karsson 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 Mr. Conny Karlsson has more than 25 years of experience in brand and general management. In 1990-2000 he worked as CEO of Duni, a Swedish multinational group with activities in more than 25 countries. Prior to that he worked in various roles in Procter and Gamble (1978-1990), including Managing Director for Scandinavia. Currently Mr. Karlsson is the Chairman of the Boards of Swedish Match AB, SEB Investment Management AB and Zodiak Television AB and a Member of Boards of TeliaSonera AB and Carl Lamm AB. He has also been the Chairman of Lindex AB. Mr. Karlsson holds a Master of Business Administration. Of the current Board members Mr. Urban Jansson has informed that he is not available for Board membership after the current term.
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to resolve to issue either newly issued shares or reissue existing B shares in the Company, as well as to issue stock options and other entitlements to B shares 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 would amount to the maximum of 20,000,000 B shares in the Company.
It is proposed that the Board of Directors be authorized to implement directed measures, i.e., to deviate from the shareholders' pre-emptive right to the Company's shares, provided that weighty financial reason exists pursuant to the Finnish Companies Act. The authorization is proposed to include the right to resolve to issue shares without payment under the condition that particularly weighty financial reason exists pursuant to the Finnish Companies Act. The Board may also resolve to issue shares to the Company itself without payment. Pursuant to the Finnish Companies Act the Board of Directors may not, however, make a decision to issue shares to the Company itself so that the treasury shares in the possession of, or held as pledges by, the Company and its subsidiaries would exceed one tenth of all shares.
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, as well as to determine other matters pertaining to these actions in accordance with the Finnish Companies Act, including the right to resolve whether the subscription price be entered wholly or partly to the fund for invested unrestricted equity or as increase in the share capital.
It is proposed that the authorization shall be in force until 30 June 2009.
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to purchase the Company's own B shares and accept them as pledge. It is proposed that the authorization would amount to the maximum of 8,000,000 B shares in the Company, provided however, that the treasury shares in the possession of, or held as pledges by, the Company and its subsidiaries shall not exceed one tenth of all shares.
The shares may be repurchased 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 shares may be accepted as pledge in order to finance or carry out acquisitions or other business transactions.
The repurchase of shares will be carried out by using the Company's unrestricted shareholders equity, whereby the purchases will reduce funds available for the distribution of profits.
The repurchases will be carried out through public trading on the OMX Nordic Exchange Helsinki, whereby the shares will be purchased in another proportion than according to the holdings of the shareholders and in accordance with the rules and regulations of the OMX Nordic Exchange Helsinki and the Finnish Central Securities Depository. 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 be in force until 30 June 2009.
Proposal to Issue Stock Options
The Board of Directors proposes that stock options be issued by the General Meeting of Shareholders to the key personnel of the Company and its subsidiaries (Stock option program 2008). The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the key personnel. The maximum total number of stock options issued within the stock option program 2008 will be 4,270,000 and the stock options entitle their owners to subscribe for a maximum total of 4,270,000 new B-shares in the Company or existing B-shares held by the Company. The share subscription price will be entered into the invested non-restricted equity fund.
The share subscription price will be based on the prevailing market price of the CapMan Plc B-share on the OMX Nordic Exchange Helsinki in May-June 2008 with an addition of ten (10) per cent and May-June 2009 with an addition of ten (10) per cent. The share subscription period for stock options 2008A will be 1 May 2011 - 31 December 2012 and for stock options 2008B, 1 May 2012 - 31 December 2013.
Availability of the proposals and notice of the AGM
The proposals of the Board of Directors of CapMan Plc for the Annual general meeting are available from 15 February 2008 onwards on the Company's internet pages at the address www.capman.com/En/InvestorRelations/AnnualGeneralMeetings. The proposals will also be published in the notice of the meeting, to be published later.
Martti Timgren, Legal Counsel, CapMan Plc, tel. +358 207 207 582 or +358 50 531 9772

CAPMAN PLC
Board of Directors
DISTRIBUTION
Helsinki Stock Exchange
Principal media
www.capman.com
CapMan www.capman.com
CapMan is one of the leading alternative asset managers in the Nordic countries and manages Nordic funds with approximately EUR 3.9 billion in total capital. CapMan has four investment areas (CapMan Buyout, CapMan Technology, CapMan Life Science and CapMan Real Estate), and each of them has a dedicated team and funds. Altogether CapMan employs over 100 people in Helsinki, Stockholm, Copenhagen and Oslo. CapMan was established in 1989 and its B shares are listed on the Helsinki Stock Exchange since 2001
.
Share on LinkedIn Share on Twitter