Decisions adopted by CapMan Plc's Annual General Meeting
CapMan Stock Exchange Release 7 April 2009 12.55 p.m.
CapMan Plc's Annual General Meeting (AGM) was held today in Helsinki. The meeting confirmed the 2008 financial statements and granted discharge from liability to the Board of Directors and the CEO for the 2008 financial year. The AGM decided that no dividend for the fiscal year 2008 shall be paid. The AGM approved the proposals of the Board of Directors to the AGM as they were.
The members of the Board of Directors and the organisation of the Board
The AGM decided that the Board consists of six members. Sari Baldauf, Tapio Hintikka, Lennart Jacobsson, Conny Karlsson, Teuvo Salminen and Ari Tolppanen will continue as Board members. Immediately after the AGM, the organisation meeting of the Board was held and Ari Tolppanen was elected as Chairman of the Board and Teuvo Salminen as Vice Chairman of the Board. In the same meeting the Board evaluated the independence of the Board members from CapMan Plc and its largest shareholders. The Board concluded that Sari Baldauf, Tapio Hintikka, Conny Karlsson and Teuvo Salminen are independent of the company.
The compensation of the Board members
The members of the Board will be paid the following monthly compensations: EUR 4,000 to the Chairman and Vice Chairman and EUR 3,500 to members. Compensation will not be paid for those Board members that are employed by CapMan Group. Reasonable travel expenses will be compensated for all Board members.
PricewaterhouseCoopers Oy, corporation of authorized public accountants, with Jan Holmberg, APA (Auditor Approved by the Central Chamber of Commerce) as the Lead Auditor, continues as the Company's Auditors. Terja Artimo, APA, will continue as Jan Holmberg's deputy. The annual general meeting decided that the auditor is paid a fee and compensation for travel expenses according to the reasonable auditor's invoice.
The AGM authorised the Board to purchase the Company's own B shares and accept them as pledge. The authorization amounts 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 would be carried out by using the Company's unrestricted shareholders equity, whereby the purchases would reduce funds available for the distribution of profits.
The repurchases would be carried out through public trading on the Nasdaq OMX Helsinki, whereby the shares would 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 Euroclear Finland Ltd. The repurchase price must be based on the market price of the Company's shares in public trading.
The authorization is in force until 30 June 2010.
Authorization for the Board to resolve to issue shares, stock options and other entitlements to Company's Shares
The AGM authorised 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. The authorization is to be used to finance and to carry out acquisitions or other business transactions and the Company's investments, or employee incentive plans.
The authorization amounts to the maximum of 20,000,000 B shares in the Company and includes the right 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 includes 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.
The authorization includes the right for the Board 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.
The authorization is in force until 30 June 2010.
For more information, please contact:
Andrei Novitsky, Compliance Manager, Legal Counsel, CapMan Plc, tel +358 207 207 503 or +358 50 567 6676
Helsinki Stock Exchange
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 over 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.Share on LinkedIn Share on Twitter