CapMan Plc's Notice to the General Meeting

CapMan Plc Stock Exchange Release 20 February 2017 at 9.00 am EET

CapMan Plc's Notice to the General Meeting

Notice is given to the shareholders of CapMan Plc to the Annual General Meeting to be held on Wednesday, 15 March 2017 at 10:00 a.m. at Hotel Glo Art, Jugend Hall at the address Lönnrotinkatu 29, 00180 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:30 a.m.

A. Matters on the Agenda of the General Meeting

At the General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2016

Review by the CEO and review by the auditor concerning the audit report.

7. Adoption of the annual accounts

8. 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 a dividend of EUR 0.09 per share be paid from the distributable assets of CapMan Plc, approximately EUR 13 million in total. The dividend will be paid to shareholders who on the dividend record date 17 March 2017 are recorded in the company's shareholders' register held by Euroclear Finland Ltd. The dividend will be paid on 3 April 2017.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. 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 monthly remuneration of the members of the Board of Directors remain unchanged 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 vice 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 to the General Meeting that approximately 40 per cent of the total amount of the monthly remuneration be paid in CapMan Plc's shares purchased at a price formed in public trading and 60 per cent of the total amount of the monthly remuneration be paid in cash. The shares will be purchased within two weeks from the release of the CapMan's interim report 1 January - 31 March 2017 and CapMan will cover the possible transfer tax.

The members of the Board of Directors shall retain until the end of their Board membership the shares they have received as Board remuneration. The Nomination Committee of the Board of Directors is of the opinion that increasing the long-term shareholding of the members of the Board of Directors will benefit all shareholders.

The Nomination Committee of the Board of Directors further proposes that for participation in meetings of the Board of Directors and Committees of the Board of Directors the Chairmen of the Board and Board's Committees be paid a meeting fee of EUR 800 per meeting and the members of the Board and Board's Committees be paid a meeting fee of EUR 400 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 policy.

11. 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 five (5).

12. Election of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the General Meeting 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:

  • Karri Kaitue,
  • Nora Kerppola, and
  • Ari Tolppanen.

Of the current members of the Board of Directors Dirk Beeusaert and Claes de Neergaard have informed the company that they will not be available as candidates to the Board of Directors. Beeusaert has been a member of the Board of Directors of CapMan Plc since 2016 and de Neergaard since 2011.

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

  • Mammu Kaario, and
  • Andreas Tallberg.

Mammu Kaario (born 1963) is a Finnish citizen and she has LL.M. (trained on the bench) degree and MBA degree.

Andreas Tallberg (born 1963) is a Finnish citizen and is the CEO of Finnish investment company G.W. Sohlberg Corporation.

Additional information on the proposed candidates and their independence is available on the company's website www.capman.com/investors/corporate-governance/general-meetings/.

13. 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.

14. Election of the auditor

Based on the proposal of the Audit Committee the Board of Directors proposes to the General Meeting that PricewaterhouseCoopers Oy, authorised 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 Lauri Kallaskari, APA, would act as the lead auditor.

15. Authorising the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorised to decide on the repurchase and/or on the acceptance as pledge of the company's own shares as follows:

The amount of own shares to be repurchased and/or accepted as pledge shall not exceed 14,000,000 shares, which corresponds to approximately 9.66 per cent of all shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorisation.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase).

Own shares may be repurchased on the basis of the authorisation 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. Own shares may be accepted as pledge on the basis of the authorisation in order to finance or carry out acquisitions or other business transactions. The authorisation cannot be used for incentive schemes.

The authorisation cancels the authorisation given to the Board of Directors by the General Meeting on 16 March 2016 to decide on the repurchase and/or acceptance as pledge of the company's own shares.

The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2018.

16. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorised to decide on the issuance of shares and other special rights entitling to shares referred to in chapter 10 section 1 of the Companies Act as follows:

The amount of shares to be issued shall not exceed 21,000,000 shares, which corresponds to approximately 14.48 per cent of all shares in the company.

The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).

The authorisation can be used to finance and to carry out acquisitions or other business transactions and investments as well as to improve the capital structure. The authorisation cannot be used for incentive schemes.

The authorisation cancels the authorisation given to the Board of Directors by the General Meeting on 16 March 2016 to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares.

The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2018.

17. Closing of the meeting

B. Documents of the General Meeting

The abovementioned proposals for the resolutions on the matters on the agenda of the General Meeting are substantially included in the notice to the General Meeting and are available on CapMan Plc's website at the address www.capman.com/investors/corporate-governance/general-meetings/. CapMan Plc's electronic annual report, including the annual accounts, the report of the Board of Directors and the auditor's report, will be published at the address www.capman.com/newsroom/annual-reports/ no later than on 22 February 2017. The proposals for resolutions and the other above-mentioned documents are also on view at the General Meeting. The minutes of the meeting will be available on the company's website at the address www.capman.com/investors/corporate-governance/general-meetings/ on 29 March 2017 at the latest.

C. Instructions for the Participants in the General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on Friday 3 March 2017 in the shareholders' register of the company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.

A shareholder, who is registered in the shareholders' register of the company and who wants to participate in the General Meeting, shall register for the meeting by giving a prior notice of participation, which has to be received by the company no later than on Friday 10 March 2017 at 10:00 a.m. Such notice can be given:

a) by sending a written notification to the company's address (CapMan Plc/AGM, Ludviginkatu 6, 4 fl., 00130 Helsinki, Finland),
b) on CapMan's website at the address www.capman.com/investors/corporate-governance/general-meetings/,
c) by telephone to Katri Kautovaara at the number +358 207 207 562, or
d) by e-mail to the address agm@capman.com.

In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to CapMan Plc by shareholders is used only in connection with the General Meeting and with the processing of related registrations.

The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the General Meeting.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on Friday 3 March 2017 would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest by Friday 10 March 2017 at 10:00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting and the above described separate registration is not required.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders' register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organisation of the custodian bank must register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders' register of the company at the latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents should be delivered in original to the address CapMan Plc/AGM, Ludviginkatu 6, 4 fl., 00130 Helsinki, Finland, before the last date for registration.

4. Other information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice 20 February 2017, the total number of shares in CapMan Plc and votes represented by such shares is 144,990,351.

In Helsinki, on 20 February 2017

CAPMAN PLC
Board of Directors

Additional information:
Pasi Erlin, General Counsel, Tel. +358 207 207 503

DISTRIBUTION
Nasdaq Helsinki
Principal media
www.capman.com

CapMan www.capman.com
CapMan is a leading Nordic investment and specialised asset management company. As one of the Nordic private equity pioneers we have actively developed hundreds of companies and real estate and thereby created substantial value in these businesses and assets over the last 25 years. CapMan has today 100 private equity professionals and manages €2.8 billion in assets. We mainly manage the assets of our customers, the investors, but also make direct investments from our own balance sheet in areas without an active fund. Our objective is to provide attractive returns and innovative solutions to investors and value adding services to professional investment partnerships, growth-oriented companies and tenants. Our current investment strategies cover Buyout, Growth Equity, Real Estate, Russia, Credit and Infrastructure. We also have a growing service business that currently includes fundraising advisory, procurement activities and fund management.

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