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2007-03-29 10:31:00 CEST 2007-03-29 10:31:00 CEST REGULATED INFORMATION CapMan - Decisions of general meetingDecisions adopted by CapMan Plc's Annual General MeetingCapMan Plc, Stock Exchange Release Decisions adopted by CapMan Plc's Annual General Meeting CapMan Plc's Annual General Meeting (AGM) was held today in Helsinki. The meeting confirmed the 2006 financial statements and granted discharge from liability to the Board of Directors and the CEO for the 2006 financial year. The AGM decided that a dividend of EUR 0.12 per share will be distributed to the shareholders for the 2006 financial year. The record date for the payment of dividend is 3 April 2007, and the dividend will be paid on 12 April 2007. The AGM approved the proposals of the Board of Directors as they were. The members of the Board of Directors and the organisation of the Board The AGM decided that the Board consists of six members. Tapio Hintikka, Lennart Jacobsson, Urban Jansson, Teuvo Salminen and Ari Tolppanen will continue as Board members. Sari Baldauf was elected as new member to the Board of Directors. Immediately after the AGM, the organisation meeting of the Board was held and Ari Tolppanen was elected as Chairman of the Board and Teuvo Salminen as Vice Chairman of the Board. In the same meeting the Board evaluated the independence of the Board members from CapMan Plc and its largest shareholders. The Board concluded that Sari Baldauf, Tapio Hintikka, Urban Jansson and Teuvo Salminen are independent of the company. The compensation of the Board members The members of the Board will be paid the following monthly compensations: EUR 3,500 to the Chairman and Vice Chairman and EUR 3,000 to members. Compensation will not be paid for those Board members that are employed by CapMan Group. Reasonable travel expenses will be compensated for all Board members. Auditors PricewaterhouseCoopers Oy, corporation of authorized public accountants, with Jan Holmberg, APA (Auditor Approved by the Central Chamber of Commerce) as the Lead Auditor, continues as the Company's Auditors. Terja Artimo, APA, will act as Jan Holmberg's deputy. Amendments to the Articles of Association The AGM resolved to amend the Company's Article of Association as follows: • the provisions regarding minimum and maximum share capital and nominal value of the shares were removed, • the provisions regarding the record date were removed, • the provisions on signing for the company were amended to conform with the terminology of the Finnish Companies Act effective as of 1 September 2006 (“new Companies Act”), and the new provision whereby the Board may authorize specified persons to sign for the company was added, • the list of agenda items of the Annual General Meeting was amended to conform with the terminology in the new Companies Act, and the Meeting shall be held annually no later than at the end of June • the provisions on the notice were amended to the effect that it must be published no earlier than three months prior to the Meeting, and that the notice of Meeting must be published in the newspaper determined by the Board, • the provisions regarding the shareholder's obligation to purchase shares were removed to the extent that the provisions have been applicable to situations where A- or B-shares are subject to public trading, and replaced with a reference to the provisions of the existing Securities Markets Act and those regarding a mandatory bid. The provisions regarding the obligation to purchase shares in situations where the Securities Markets Act is not applicable remained unchanged, with the exception that the provision on the calculation of the portion of votes of more than one shareholder under the purchase obligation was changed to conform with the Securities Markets Act. The amended Articles of Association are in full on CapMan's website at http://www.capman.com/En/AboutCapMan/CorporateGovernance/ArticlesofAssociation/ Authorizations of the Board of Directors The AGM authorized the Board of Directors to resolve to issue the maximum of 20,000,000 either newly issued B-shares or reissue existing B-shares of the Company, or to issue stock options and other entitlements referred to in the Finnish Companies Act chapter 10, paragraph 1, and to determine the terms and conditions related to these issues. In addition, the AGM authorized the Board of Directors to repurchase the maximum of 8,000,000 of the Company's own B-shares by using the Company's unrestricted shareholders equity. The repurchases will be carried out through public trading on the Helsinki Stock Exchange, whereby the shares will be repurchased in another proportion than according to the holdings of the shareholders. The repurchase price must be based on the market price of the Company's shares in public trading. Both authorizations shall expire on 30 June, 2008. The recording of the share subscription prices pertaining to the Company's outstanding stock option rights in the Company's invested unrestricted shareholders equity The AGM decided that the share subscription prices to be accrued from share subscriptions pertaining to the Company's stock option plans shall be recorded in the Company's invested unrestricted shareholders equity. The General Meetings of shareholders of the Company has approved the two plans on 29 August 2000 and on 29 March 2003 respectively. At the end of February 2007 there were 4.2 million outstanding stock options related to the aforementioned stock option plans, and their subscription prices total at maximum EUR 3.5 million, taking the dividend payment for the year 2006 in to account. Additional information: Olli Liitola, CFO, CapMan Plc, tel. +358 9 6155 8306 or +358 40 605 040 CAPMAN PLC Jerome Bouix Partner Fundraising, IR and Communications Distribution: Helsinki Exchanges Principal media www.capman.com CapMan CapMan is one of the leading private equity investors in the Nordic countries and manages Nordic buyout, mezzanine, technology, life science and real estate funds with approximately EUR 2.9 billion in total capital. Each investment area has a dedicated team and altogether CapMan employs around 100 people in Helsinki, Stockholm, Copenhagen and Oslo. Established in 1989, CapMan has strong experience as a fund manager and as a partner for investors and entrepreneurs. To date CapMan has made over 150 Nordic investments and over 90 exits. The current portfolio encompasses over 60 companies with an aggregate turnover of approx. EUR 2.7 billion and aggregate personnel of 17,000 people. The latest investments are made in Finnish Novintel Oy, Danish ScanJour A/S, Swedish QuickCool AB and Norwegian InfoCare ASA. In addition, CapMan has invested in 27 real estate assets and exited from 22. The B shares of CapMan Plc are listed on the Main List of the Helsinki Stock Exchange since 2001. www.capman.com |
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