CapMan Plc's Notice to the Extraordinary General Meeting
CapMan Plc Stock Exchange Release 3 November 2016 at 8.45 EET
CapMan Plc's Notice to the Extraordinary General Meeting
Notice is given to the shareholders of CapMan Plc to the Extraordinary General Meeting to be held on Thursday 8 December 2016 at 10:00 a.m. at the G18 ballroom at the address Yrjönkatu 18, Helsinki. The reception of persons who have registered for the meeting and the distribution of ballots will commence at 9:30 a.m.
A. Matters on the Agenda of the Extraordinary General Meeting
At the Extraordinary 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. Authorising the Board of Directors to decide on the issuance of shares
The Board of Directors proposes to the Extraordinary General Meeting that the Board be authorised to decide on the issuance of shares as follows:
The total number of shares to be issued under the authorisation shall not exceed 65,576,292 shares, which corresponds to approximately 81.4 percent of all B shares in the company and approximately 75.9 percent of all shares in the company on the date of this notice (3 November 2016). If the Extraordinary General Meeting resolves to amend the Articles of Association in accordance with section 7, the company will have only one share series after the amendments to the Articles of Association have been registered with the Trade Register. The authorisation concerns the company's B shares, and after the amendments to the Articles of Association referred to in section 7 have been registered with the Trade Register, automatically the shares in the company. The amendments to the Articles of Association referred to in section 7 shall be registered before the authorisation may be used.
The Board of Directors decides on all terms and conditions of the issuance of shares. The issuance of shares may be carried out in deviation from the shareholders' pre-emptive subscription rights (directed issue).
The authorisation may be only used to carry out the exchange offer concerning Norvestia Plc made public on 3 November 2016 in one or more tranches. Under the Finnish Companies Act, the shareholders' pre-emptive subscription rights may be deviated from if there is a weighty financial reason for the company to do so. The authorisation will lapse if it has not been exercised even in part by 31 March 2017. The authorisation does not cancel other effective authorisations.
7. Amending the Articles of Association
The Board of Directors proposes to the Extraordinary General Meeting that CapMan Plc's Articles of Association be amended as set forth in Appendix 1 so that the company has only one share series and all references to A shares and maximum number of shares are deleted.
The Board of Directors proposes that the decision to amend the Articles of Association be made conditional upon the fulfilment of the following two terms.
If both terms described above are fulfilled, the decision of the Extraordinary General Meeting regarding the amendment of the Articles of Association will become effective and the Board of Directors will register the amendment. If the above-mentioned terms have not been fulfilled by 31 March 2017 at the latest, the conditional decision of the Extraordinary General Meeting regarding the amendment of the Articles of Association will lapse.
8. Closing of the Meeting
B. Documents of the Extraordinary General Meeting
The above-mentioned proposals for the resolutions on the matters on the agenda of the Extraordinary General Meeting are included in the notice to the Extraordinary General Meeting available on CapMan Plc's website at the address www.capman.com/capman-group/governance/general-meetings. The documents to be kept available pursuant to Chapter 5, section 22 of the Limited Liability Companies Act are available at the above-mentioned address. The proposals for resolutions and the other above-mentioned documents are also available at the Extraordinary General Meeting. The minutes of the meeting will be available on the company's website at the address www.capman.com/capman-group/governance/general-meetings approximately as from 12 December 2016.
C. Instructions for the Participants in the Meeting
1. Shareholders registered in the shareholders' register
Each shareholder who is registered on Friday, 25 November 2016 in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the Extraordinary 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 wishes to participate in the Extraordinary 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 2 December 2016 at 10:00 a.m. Shareholders can register for the Extraordinary General Meeting:
a) by sending a written notification to the company's address (CapMan Plc/EGM, Korkeavuorenkatu 32, 00130 Helsinki, Finland),
b) on CapMan's website at the address www.capman.com/capman-group/governance/general-meetings, or
c) by telephone to Katri Kautovaara at the number +358 50 594 1561.
In connection with the registration, a shareholder shall notify his/her name, personal identity code or business ID, address, telephone number, and the name of any assistant or proxy and his/her personal identity code. Personal data given to CapMan Plc by shareholders is used only in connection with the Extraordinary General Meeting and with the processing of related registrations.
The shareholders and his/her representative or proxy shall be able to prove his/her identity and/or right to representation upon request.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares based on which he/she on Friday 25 November 2016 would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Extraordinary 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 2 December 2016 at 10:00 a.m. As regards nominee registered shares this constitutes due registration for the Extraordinary 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 Extraordinary General Meeting from his/her custodian bank. The account management organisation of the custodian bank must register the holder of nominee registered shares who wishes to participate in the Extraordinary General Meeting to be temporarily entered into the 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 Extraordinary 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 Extraordinary General Meeting. When a shareholder participates in the Extraordinary 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 Extraordinary General Meeting.
Possible proxy documents should be delivered in originals to the address CapMan Plc/EGM, Korkeavuorenkatu 32, 00130 Helsinki, Finland, before the last date for registration.
4. Other information
Pursuant to Chapter 5, section 25 of the Limited Liability Companies Act, a shareholder who is present at the Extraordinary 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 (3 November 2016), the total number of shares in CapMan Plc is 86,345,937 which comprises 5,750,000 A shares and 80,595,937 B shares.
According to the Articles of Association, each A share has ten votes and each B share has one vote. Thus, the total number of votes is 138,095,937 of which 57,500,000 are allocated to A shares and 80,595,937 to B shares
In Helsinki on 3 November 2016.
Board of Directors
Pasi Erlin, Legal Counsel, tel. +358 207 207 503
Appendix 1: CapMan Plc new Articles of Association
CapMan is one of the European leaders in the private equity industry. For more than 25 years, we have been developing companies and real estate and supporting their sustainable growth. We are committed to understanding the needs of our customers in an ever-changing market environment. Our objective is to provide attractive returns and innovative solutions for our investors and value adding services for professional investment partnerships, growth-oriented companies and tenants. Our independent investment partnerships - Buyout, Real Estate, Russia and Credit - as well as our associated company Norvestia are responsible for investment activities and value creation. CapMan's service business offering includes fundraising advisory services, purchasing activities and fund management services to both internal and external customers. CapMan has 100 private equity professionals and assets under management of €2.8 billion.