Board and Nomination Committee Proposals to the Annual General Meeting of CapMan Plc in 2013

CapMan Plc Stock Exchange Release - 8 February 2013 at 8.40 a.m. EET

Board and Nomination Committee Proposals to the Annual General Meeting of CapMan Plc in 2013
The Annual General Meeting of CapMan Plc will be held on Wednesday 20 March 2013 at 9.00 a.m. in Helsinki. The notice to the General Meeting will be published in its entirety at the latest on 27 February 2013 by a stock exchange release and on the company's website.

The Board of Directors of CapMan Plc has in its meeting on 7 February 2013 resolved to make the following proposals to the Annual General Meeting:

Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the General Meeting that no dividend be paid based on the balance sheet to be adopted for the year 2012.

Election of the auditor
Based on the proposal of the Audit Committee the Board of Directors proposes to the General Meeting that PricewaterhouseCoopers Oy, authorized public accountants, be re-elected auditor of the company for a term of office ending at the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has notified that Mikko Nieminen, APA, would continue to act as responsible auditor.

Resolution on the remuneration of the auditor
Based on the proposal of the Audit Committee the Board of Directors proposes to the General Meeting that the remuneration to the auditor to be elected be paid and travel expenses be compensated against the auditor's reasonable invoice.

The Nomination Committee of the Board of Directors of CapMan Plc has in its meeting on 7 February 2013 resolved to make the following proposals to the Annual General Meeting:

Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the General Meeting that the number of members of the Board of Directors shall be six (6).

Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the following individuals be re-elected members of the Board of Directors for the term of office ending at the end of the next Annual General Meeting:

  • Koen Dejonckheere,
  • Karri Kaitue,
  • Nora Kerppola,
  • Claes de Neergaard, and
  • Heikki Westerlund.

Of the current members of the Board of Directors Teuvo Salminen has informed the company that he will not be available as a candidate to the Board of Directors. Salminen has been a member of the Board of Directors of CapMan Plc since the year 2001.

The Nomination Committee of the Board of Directors further proposes that the following individual be elected new member of the Board of Directors for the above-mentioned term of office:

  • Ari Tolppanen

Ari Tolppanen (M.Sc. (Eng.), born 1953) acts as the Senior Partner for the CapMan Buyout team and he has more than 20 years' experience in private equity. Tolppanen is one of the founders of CapMan and he acted as the CEO of CapMan during the years 1989-2005. He also acted as the Chairman of the European Venture Capital Association (EVCA) during the years 2000-2001. Tolppanen was the Chairman of CapMan's Board of Directors during the years 2005-2010.

"Teuvo Salminen has been with our Board of Directors since our public listing in 2001. We understand Teuvo's decision to withdraw from the Board after 12 years of active duty. We thank him for his significant contributions in developing the company. Ari has unique knowledge both of the industry and of CapMan, and it is good to have his contribution available to the Board of Directors," says the Chairman of CapMan Plc's Nomination Committee and Board of Directors Heikki Westerlund.

The Nomination Committee has been informed that shareholders who represent more than 50 per cent of the votes in the company recommend the re-election of Heikki Westerlund as the Chairman of the Board of Directors.

Additional information on the proposed candidates is available on the company's website www.capman.com/capman-group/governance/general-meetings.

Resolution on the remuneration of the members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the General Meeting that the remuneration of the members of the Board of Directors be decreased and that the members of the Board of Directors to be elected be paid the following monthly remuneration for the term of office ending at the end of the next Annual General Meeting:

  • to the Chairman of the Board of Directors EUR 4,000;
  • to the deputy Chairman of the Board of Directors EUR 3,200; and
  • to the other members of the Board of Directors EUR 2,800 each.

The Nomination Committee of the Board of Directors further proposes that for participation in meetings of the Committees of the Board of Directors the Chairmen of the Board's Committees be paid a meeting fee of EUR 900 per meeting and the members of the Board's Committees be paid a meeting fee of EUR 600 per meeting in addition to their monthly remuneration, and that the travel expenses of the members of the Board of Directors be compensated in accordance with the company's travel compensation regulations.

Additional information:
Heikki Westerlund, Chairman of the Board, CapMan Plc, Tel. +358 207 207 504 or +358 50 559 6580

CAPMAN PLC
Board of Directors



DISTRIBUTION
NASDAQ OMX Helsinki
Principal media
www.capman.com

CapMan www.capman.fi
CapMan Group is one of the leading private equity firms in the Nordic countries and Russia, with assets under management of approximately €3.1 billion. CapMan has five investment partnerships - CapMan Buyout, CapMan Russia, CapMan Credit, CapMan Public Market, and CapMan Real Estate - each of which has its own dedicated investment team and funds. Altogether, CapMan employs 110 people in Helsinki, Stockholm, Oslo, Moscow and Luxembourg. CapMan was established in 1989 and has been listed on the Helsinki Stock Exchange since 2001.

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