CapMan Plc Board of Directors convenes Annual General Meeting 2010
(Thomson Reuters ONE) - CapMan Plc Stock Exchange Release 5 February 2010 8.20 a.m.CapMan Plc Board of Directors convenes Annual General Meeting 2010The Board of Directors of CapMan Plc convenes the Annual General Meeting to beheld on Tuesday 30 March 2010. The Board of Directors will publish the proposalsreceived from the largest shareholders for the composition of the Board ofDirectors and will submit the below proposals to the Meeting:- Proposal that the Company's should pay a dividend of EUR 0.04 per share fromits distributable assets- Proposal for the election of the Auditor- Proposal to amend the Articles of Association- Proposal by Board of Directors to authorize Board of Directors to resolve toissue shares, stock options and other entitlements to Company's shares- Proposal by Board of Directors to authorize Board of Directors to resolve torepurchase Company's shares and accept Company's shares as pledgeThe proposal for the composition of Board of DirectorsShareholders representing more than ten (10) per cent of the voting rights inCapMan Plc have informed the Board of Directors that they will propose to theAGM that Ms. Sari Baldauf, Mr. Tapio Hintikka, Mr. Conny Karlsson and Mr. TeuvoSalminen shall be re-elected to the Board of Directors of the Company and thatMr. Koen Dejonckheere and Mr. Heikki Westerlund shall be elected as new membersto the Board of Directors. All candidates have given their written consent tothe election. The largest shareholders will also recommend that Mr. HeikkiWesterlund shall be chosen to the Chairman of the Board of Directors.Mr. Koen Dejonckheere, M. Sc. (Eng.), MBA, born 1969, is a Belgian citizen andhas been CEO of Gimv nv since 2008. Before, he was Managing Director and head ofCorporate Finance at KBC Securities, where he made major contributions to theEuropean expansion of the corporate finance activities. Previously, KoenDejonckheere worked for venture capital fund NeSBIC Groep (now part of FortisGroup), buyout company Halder (now part of Gimv), Price Waterhouse CorporateFinance Europe, and the former BBL (now part of ING). Koen Dejonckheere hasextensive experience as a dealmaker in investment banking and private equity inBelgium and abroad and he is through his current position well familiar with theRussian market. Gimv owns 6,335,896 CapMan Plc B shares which representapproximately 4.5% of the voting rights in the CapMan Plc.Mr. Heikki Westerlund, M. Sc. (Econ.), born 1966, has been CEO of CapMan Plcsince 1 April 2005. He is also CapMan's Senior Partner. Heikki Westerlund joinedCapMan in 1994 and has, prior his position as CEO, headed CapMan's technologyand buyout teams. Prior to CapMan he worked for the Finnish Innovation Fund,Sitra. Westerlund is the Chairman of the Finnish Venture Capital Association andmember of the Board of Lumene Oy. Westerlund owns directly and through thecompanies under his control in total 2,976,280 CapMan Plc A and B shares, whichrepresent approximately 3.8% of the voting rights in the Company. In addition,he is a shareholder in CapMan Partners B.V., which owns in total 5,000,000 A andB shares representing approximately 23.1% of the voting rights in CapMan Plc.Of the current Board members both Chairman Ari Tolppanen and member LennartJacobsson have expressed their desire to withdraw from the Board. Both Mr.Tolppanen and Mr. Jacobsson will continue at the service of CapMan Group asinvestment professionals.Proposal for the dividendThe Board of Directors will propose to the Annual General Meeting that adividend of EUR 0.04 per share should be paid from the distributable assets toshareholders, equivalent to a total of MEUR 3.4. The Company's distributableassets amounted to MEUR 10.5 on 31 December 2009.Proposal for the election of the AuditorThe external Auditor is elected by the shareholders at the Annual GeneralMeeting for one fiscal year at a time. The Board of Directors proposes to theAnnual General Meeting that PricewaterhouseCoopers Oy, Authorised PublicAccountants, be re-elected as the auditor of the Company with Authorised PublicAccountant Jan Holmberg as the auditor in charge, and Authorised PublicAccountant Terja Artimo be re-elected as the deputy auditor of the Company.Proposal to amend the Articles of AssociationThe Board of Directors proposes that the Annual General Meeting resolves toamend article 11 of the Articles of Association to state as follows:"11. Notice of a General Meeting of ShareholdersThe notice of a General Meeting shall be delivered by publishing the notice ofmeeting on the company's webpage and as stock exchange release no more thanthree (3) months and no less than three (3) weeks prior to the General Meeting,however, always at least nine (9) days prior to the record date of the GeneralMeeting set forth in Chapter 4, Section 2.2 of the Finnish Companies Act. Theboard of directors may in addition decide to publish the notice in other ways."Proposal by Board of Directors to authorize Board of Directors to resolve toissue shares, stock options and other entitlements to Company's sharesThe Board of Directors proposes that the Annual General Meeting authorise theBoard of Directors to resolve to issue either newly issued shares or reissueexisting B shares in the Company, as well as to issue stock options and otherentitlements to B shares referred to in the Finnish Companies Act chapter 10,paragraph 1. It is proposed that the authorisation be used to finance and tocarry out acquisitions or other business transactions and the Company'sinvestments.It is proposed that the authorisation would amount to the maximum of 12,000,000B shares in the Company.It is proposed that the Board of Directors be authorised to implement directedmeasures, i.e., to deviate from the shareholders' pre-emptive right to theCompany's shares, provided that a weighty financial reason exists pursuant tothe Finnish Companies Act. The authorisation is proposed to include the right toresolve to issue shares without payment under the condition that a particularlyweighty financial reason exists pursuant to the Finnish Companies Act. The Boardmay also resolve to issue shares to the Company itself without payment. Pursuantto the Finnish Companies Act, the Board of Directors may not, however, make adecision to issue shares to the Company itself so that the treasury shares inthe possession of, or held as pledges by, the Company and its subsidiaries wouldexceed one tenth of all shares.It is proposed that the authorisation include the right for the Board ofDirectors to determine the terms and conditions of the issue and re-issue ofshares, share option rights and other entitlements referred to in the FinnishCompanies Act, chapter 10, paragraph 1, as well as to determine other matterspertaining to these actions in accordance with the Finnish Companies Act,including the right to resolve whether the subscription price be entered whollyor partly to the fund for invested unrestricted equity or as increase in theshare capital.It is proposed that the authorisation shall be in force until 30 June 2011.Proposal by Board of Directors to authorize Board of Directors to resolve torepurchase Company's shares and accept Company's shares as pledgeThe Board of Directors proposes that the Annual General Meeting authorise theBoard of Directors to purchase the Company's own B shares and accept them aspledge. It is proposed that the authorisation would amount to the maximum of8,000,000 B shares in the Company, provided however, that the treasury shares inthe possession of, or held as pledges by, the Company and its subsidiaries shallnot exceed one tenth of all shares.The shares may be repurchased in order to finance or carry out acquisitions orother business transactions, in order to develop the Company's capitalstructure, to improve the liquidity of the Company's shares, to be disposed forother purposes, or to be cancelled. The shares may be accepted as pledge inorder to finance or carry out acquisitions or other business transactions.The repurchase of shares will be carried out by using the Company's unrestrictedshareholders equity, whereby the purchases will reduce funds available for thedistribution of profits.The repurchases will be carried out through public trading on the Nasdaq OMXHelsinki, whereby the shares will be purchased in another proportion thanaccording to the holdings of the shareholders and in accordance with the rulesand regulations of Nasdaq OMX Helsinki Ltd and Euroclear Finland Ltd. Therepurchase price must be based on the market price of the Company's shares inpublic trading.It is proposed that the authorisation shall be in force until 30 June 2011.Availability of the proposals, annual accounts and notice of the AGMThe proposals by the Board of Directors for the Annual General Meeting in fullas well as the Company's Financial Statements are available on the company'sinternet website as of 9 March 2010, at the latest, at the addresswww.capman.com/En/InvestorRelations/AnnualGeneralMeetings. Shareholders willupon request receive a hard copy of the proposals by the Board of Directors. Thedocuments will also be available at the Meeting.The Company's Annual Report for the year 2009 will be made available on theCompany's internet website when completed in the week 11. The Company will alsosend a hard copy of the Annual Report to the shareholders on request.For more information, please contact:Heidi Sulin, Legal Counsel, CapMan Plc, tel. +358 207 207 517 or +35840 535 9262CAPMAN PLCBoard of DirectorsDISTRIBUTIONHelsinki Stock ExchangePrincipal mediawww.capman.comCapMan www.capman.comCapMan is one of the leading alternative asset managers in the Nordic countriesand Russia and manages private equity funds with approximately EUR 3.5 billionin total capital. CapMan has six investment areas (CapMan Buyout, CapManTechnology, CapMan Life Science, CapMan Russia, CapMan Public Market and CapManReal Estate), and each of them has a dedicated team and funds. Altogether CapManemploys approx. 150 people in Helsinki, Stockholm, Copenhagen, Oslo and Moscow.CapMan was established in 1989 and its B shares are listed on the Helsinki StockExchange since 2001.[HUG#1381017]
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Datum: 05.02.2010 - 07:22 Uhr
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