CapMan Plc Board of Directors convenes Annual General Meeting 2009

CapMan Plc Stock Exchange Release 29 January 2009 10.10 a.m.


CapMan Plc Board of Directors convenes Annual General Meeting 2009
The Board of Directors of CapMan Plc has convened the Annual General Meeting to be held on 7 April 2009. The Board of Directors will publish the proposals received from the largest shareholders for the composition of the Board of Directors and the will submit the below proposals to the Meeting:
- Proposal that no dividend to the fiscal year 2008 shall be paid
- Proposal for the Auditor
- Proposal by Board of Directors to authorize Board of Directors to resolve to issue shares, stock options and other entitlements to Company's shares
- Proposal by Board of Directors to authorize Board of Directors to resolve to repurchase Company's shares and accept Company's shares as pledge
Payment of dividend
The Board of Directors has decided to propose to the Annual General Meeting that no dividend for the fiscal year 2008 shall be paid.
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 Ari Tolppanen, Sari Baldauf, Tapio Hintikka, Lennart Jacobsson, Conny Karlsson and Teuvo Salminen shall be re-elected to the Board of Directors of the Company for the next term of office until the closing of the following Annual General Meeting.
Election of Auditor
The external Auditor is elected by the shareholders at the Annual General Meeting for one fiscal year at a time. The Board of Directors proposes that PricewaterhouseCoopers Oy, Authorized Public Accountants, be re-elected as the auditor of the Company with Authorized Public Accountant Jan Holmberg as the auditor in charge and Authorized Public Accountant Terja Artimo shall be re-elected as the deputy auditor of the Company.
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 2010.
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 Nasdaq OMX 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 Nasdaq OMX Helsinki and the Finnish Central Securities Depository Ltd. 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 2010.
Availability of the proposals, annual accounts and notice of the AGM
The proposals by the Board of Directors for the Annual General Meeting are available on the company's internet website as of 17 March 2009, at the latest, at the address www.capman.com/En/InvestorRelations/AnnualGeneralMeetings. Shareholders will upon request receive a hard copy of the proposals by the Board of Directors. The documents will also be available at the Meeting.
The Company's Annual Report for the year 2008 will be made available on the Company's internet website when completed in the week 11. The Company will also send a hard copy of the Annual Report to the shareholders to the address available to the Company.
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 Russia and manages private equity funds with approximately EUR 3.4 billion in total capital. CapMan has six investment areas (CapMan Buyout, CapMan Technology, CapMan Life Science, CapMan Russia, CapMan Public Market and CapMan Real Estate), and each of them has a dedicated team and funds. Altogether CapMan employs approx. 140 people in Helsinki, Stockholm, Copenhagen, Oslo and Moscow. CapMan was established in 1989 and its B shares are listed on the Helsinki Stock Exchange since 2001.
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