General Meetings

2021 Annual General Meeting

CapMan Plc’s Annual general Meeting for 2021 was held on Wednesday, 17 March 2021 at 10.00 a.m. (EET) in Helsinki. In order to curb the spread of the Covid-19 pandemic, the General Meeting was organized without shareholders’ and their proxy representatives’ presence at the General Meeting venue.

Shareholders can participate in the General Meeting and use their shareholder rights only by voting in advance (either personally or through a proxy representative), by submitting counterproposals in advance and by asking questions in advance in the manner described below.

More detailed instructions are presented in the Notice to the Annual General Meeting and on this page.

Important dates

  • 4.2.2021 Notice to the AGM
  • 9.2.2021 Deadline for the counterproposals to the proposed resolutions (by 4.00 p.m. EET)
  • 12.2.2021 Possible counterproposals published at www.capman.com/shareholders/general-meetings/
  • 12.2.2021 Registration for the meeting and advance voting begins (from 12.00 noon EET)
  • 23.2.2021 Publication of Annual Report
  • 3.3.2021 Deadline for presenting questions in advance (by 4.00 p.m. EET)
  • 5.3.2021 General Meeting record date
  • 8.3.2021 Responses to advance questions published at www.capman.com/shareholders/general-meetings/
  • 10.3.2021 Registration and advance voting closes (by 4.00 p.m. EET)
  • 12.3.2021 Deadline to register a nominee registered shareholder to the temporary shareholders’ register maintained by Euroclear Finland Oy (by 10.00 a.m. EET)
  • 17.3.2021 Annual General Meeting (from 10.00 a.m.)
  • 19.3.2021 Record date, first instalment of distribution
  • 26.3.2021 Payment date, first instalment of distribution
  • 20.9.2021 Preliminary record date, second instalment of distribution
  • 27.9.2021 Preliminary payment date, second instalment of distribution

Material for the General Meeting

 

Instructions

Registration for the General Meeting and advance voting 

Registration for the General Meeting and advance voting will begin on 12 February 2021 at 12.00 noon (EET) and end on 10 March 2021 at 4.00 p.m. EET. Shareholders are asked to predominantly register and vote electronically.

A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can register and vote in advance on certain matters on the agenda of the General Meeting from 12 February 2021 at 12.00 noon (EET) until 10 March 2021 at 4.00 p.m. (EET) by the following means:

1) Electronically, by utilizing Euroclear’s electronic general meeting service

Registering and voting in advance requires strong electronic identification (bank codes or Mobile ID) for natural persons and business ID and the book-entry account number for legal persons.

2) By email or by regular mail

Alternatively, a shareholder may populate and send the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy by email to yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Oy, Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki. The advance voting form will be available on the Company’s website as from 12 February 2021 at 12.00 noon (EET) or shortly thereafter.

In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information. The personal data given to the Company by shareholders and proxy representatives is only used in connection with the General Meeting and with the processing of related necessary registrations.

General Meeting privacy notice

Proxy representatives and powers of attorney

A shareholder may authorise a proxy representative to register and vote in advance on behalf of the shareholder. Proxy representatives cannot attend the General Meeting physically and must also vote in advance in the manner described in this notice. A proxy and voting instructions template will be available on the company’s website at www.capman.com/shareholders/general-meetings/ as from 12 February 2021 at 12.00 noon (EET) or shortly thereafter.

The proxy representative of a shareholder shall deliver duly populated and signed proxy documents together with the signed and duly populated advance voting form in accordance with the instructions set out on the form to Euroclear Finland Oy by post to the address Euroclear Finland Oy, AMG/CapMan Plc, P.O Box 1110, FI-00101 Helsinki or by email to the address yhtiokokous@euroclear.eu before the expiry of the registration and advance voting period (10 March 2021 at 4.00 p.m. (EET)), by which time the documents must have been received by the company. A proxy representative cannot vote in the electronic advance voting system.

Only delivering proxy documents to the company or Euroclear Finland Oy does not result in the shareholder’s advance votes being taken into account. The successful registration of a shareholder and the shareholder’s advance votes also requires that the proxy representative registers and votes in advance on behalf of the shareholder in the manner set out in this notice.

If a shareholder wishes to participate in the General Meeting by means of several proxy representatives representing the shareholder with shares on different book-entry accounts, separate proxy documents for each book-entry account shall be provided and the shares by which each proxy representative represents the shareholder shall be identified in the proxy documents.

Holders of nominee-registered shares

Shareholders representing at least one hundredth (1/100) of all the shares in the company have the right to pose counterproposals concerning the matters on the agenda of the General Meeting to be placed for a vote. Such counterproposals shall be delivered to the company by email to agm@capman.com at the latest by 9 February 2021 at 4:00 p.m. (EET), by which time the counterproposals must have been received by the company. In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding.

A counterproposal is eligible for voting at the General Meeting if the shareholder who has made the counterproposal has the right to attend the meeting and on the record date of the General Meeting represents at least one hundredth (1/100) of all shares in the company. If a counterproposal is not eligible for voting at the General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The Company will publish potential counterproposals eligible for voting on the company‘s website at www.capman.com/shareholders/general-meetings/ on 12 February 2021.

Counterproposals

Shareholders representing at least one hundredth (1/100) of all the shares in the company have the right to pose counterproposals concerning the matters on the agenda of the General Meeting to be placed for a vote. Such counterproposals shall be delivered to the company by email to agm@capman.com at the latest by 9 February 2021 at 4:00 p.m. (EET), by which time the counterproposals must have been received by the company. In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding.

Shareholders representing at least one hundredth (1/100) of all shares in the company had the right to pose counterproposals concerning the matters on the agenda of the annual general meeting to be placed for a vote. Such counterproposals were to be delivered to the company by email to agm@capman.com at the latest by 9 February 2021 at 4:00 pm (EET). The company received no counterproposals to be placed for a vote.

Right to ask questions

A shareholder has the right to ask questions with respect to the matters to be considered at the General Meeting. Such questions must be sent by email to agm@capman.com at the latest by 3 March 2021 at 4:00 p.m. (EET), by which time the questions must have been received by the company.

Such questions by shareholders, responses to such questions by the Company‘s Management Group as well as other counterproposals than those eligible for voting will be available on the company‘s website at www.capman.com/shareholders/general-meetings/ as from 8 March 2021. In connection with asking questions, shareholders are required to provide adequate evidence of their shareholding.

 

General information

About the Annual General Meeting

The Annual General Meeting (AGM) is held annually, no later than by the end of June. The meeting has usually been held in March. The most important matters within the competence of the AGM include:

  • decisions on the number of Board members
  • the election of Board members
  • decisions on the remuneration and financial benefits of the members of the Board and Board Committees
  • the election of the auditor and decisions on the auditor’s fee
  • the adoption of the financial statements
  • decisions on discharging the Board and the CEO from liability
  • amendments to the articles of association
  • decisions on increases and decreases in the share capital
  • decisions on the distribution of the company’s earnings, such as profit distribution.
  • decision on the authorisations to the Board of Directors.

The date of the general meeting and shareholders’ right to include items on the agenda

CapMan publishes the date for the following year’s AGM in the announcement on the disclosure dates for its following year’s interim reports.  A shareholder has the right to have a matter falling within the competence of the general meeting to be included in the agenda if the request is made in writing to the Board of Directors at the latest four weeks before the publication of the meeting notice. Exact deadline for the request as well as the delivery address are available on the company’s website. The meeting notice has typically been published in the end of January and the deadline for the requests is in the beginning of January.

The notice to convene the general meeting and other meeting documents

The notice to convene the general meeting and the documents and proposals to be presented to the general meeting are published on the company’s website and where necessary as stock exchange release three weeks before the meeting at the latest at the latest

The minutes of the general meeting, the voting results and the relevant appendices to the minutes will be available on the company’s website at the latest two weeks after the general meeting.

The meeting documents relating to the previous general meetings will be kept on the company’s website at least for five years. Annual Remuneration Reports and Corporate Governance Statements will be held available on the website for at least ten years.

Attendance of Board members and candidates for the Board, the CEO, and the Auditor at Annual General Meetings

As a general rule, the company’s CEO, the Chairman of the Board, the members of the CapMan Board of Directors and the individuals proposed to be elected to the Board of Directors shall attend the Annual General Meetings. In addition, the auditor is always present at the Annual General Meetings.

Protection of the personal data of shareholders

The personal data given to CapMan Plc by shareholders in connection with the registration to the meeting is used only in connection with the General Meeting and with the processing of related registrations.