|
|||
2009-03-30 12:23:38 CEST 2009-03-30 12:24:41 CEST REGULATED INFORMATION Amanda Capital - Decisions of general meetingDECISIONS OF THE ANNUAL GENERAL MEETING OF AMANDA CAPITAL PLCAMANDA CAPITAL PLC STOCK EXCHANGE RELEASE 30 March, 2009 DECISIONS OF THE ANNUAL GENERAL MEETING OF AMANDA CAPITAL PLC The Annual General Meeting of Amanda Capital Plc, held today in Helsinki, handled the following matters: The Financial Statement of Amanda Capital Group for year 2008 was approved and the persons responsible were discharged from the liability for the financial period. Resolution on the use of the profit shown on the balance sheet and the payment of dividends According to the proposal of the Board of Directors it was decided that the result for the financial period will be entered in the profit and loss account and that no dividend will be paid out. Composition of the Board of Directors and remuneration The following persons were re-elected to the Board of Directors for the next term of office: Peter Fagernäs, Esa Karppinen, Pertti Laine, Petri Niemisvirta and Topi Piela. Mr. Topi Piela was elected as a Chairman of the Board. The Annual General Meeting decided that a remuneration of EUR 2 000 per month will be paid to the Chairman of the Board and EUR 1 000 per month will be paid to the members of the Board of Directors. Auditor The Authorised Public Accounting Firm Ernst & Young Oy, with Kunto Pekkala, APA, as the auditor in charge was appointed as auditor of the company. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares The Annual General Meeting authorised the Board of Directors to decide on the issuance of a maximum of 11,000,000 shares through the issuance of shares and/or special rights entitling to shares, referred to in chapter 10 section 1 of the Limited Liability Companies Act in one or several instalments. The Board may decide to issue either new shares or own shares already held by the company. The maximum amount of the proposed authorisation corresponds to approximately 48.3% of all the company shares at the date of the AGM. It is proposed that the authorisation be used for financing and carrying out possible business acquisitions or other arrangements, for consolidating the company's balance sheet and financing position, for carrying out commitment and incentives schemes for the personnel or for other purposes decided by the Board of Directors. It is further proposed that the authorisation comprise the right of the Board of Directors to decide on all the terms of the share issue and the issuance of special rights according to chapter 10 section 1 of the Limited Liability Companies Act, including the persons who will receive the shares or special rights entitling to shares and the amount of the consideration to be paid. Therefore, the authorisation comprises the right to issue shares or special rights in deviation from the shareholders' pre-emptive rights (directed issue), as set out by law. It is proposed that the authorisation cancel previous corresponding authorisations and be in force until 31 December 2010. The authorisation of the Board of Directors to resolve to acquire and transfer the company's own shares The Annual General Meeting authorised the Board to resolve to acquire and transfer the company's own shares subject to the following provisions: The Board of Directors can repurchase a maximum of 2,200,000 company shares with means included in the company's unrestricted equity so that the company together with its subsidiaries at no time holds or holds as pledge more than 10 per cent of all the company shares. Shares may be acquired for developing the company's capital structure, for nullification or for use in accordance with possible personnel incentive and compensation schemes or as consideration in business acquisitions and other arrangements. The shares shall be repurchased at a market price formed in public trading at Nasdaq OMX Helsinki. The repurchase may be made otherwise than in proportion to the shareholdings of the shareholders (directed repurchase), provided that the company has a weighing financial reason for doing so. It is further proposed that the authorisation cancel previous corresponding authorisations and be in force 18 months from the date of the decision. The Annual Report The Annual Report of Amanda Capital Plc for the year 2008 has been published at the company's website www.amandacapital.fi. Amanda Capital Plc Board of Directors Additional Information: CFO, Petter Hoffström +358 9 6829 6012 DISTRIBUTION OMX Nordic Exchange in Helsinki www.amandacapital.fi The Amanda Group is a private equity management company. Its parent company is the first publicly listed private equity fund of funds in Scandinavia. Amanda has investments in 24 private equity funds and in four funds of funds under Amanda's own management. Amanda Group is one of Finland's largest management companies of private equity fund investments. It manages several private equity fund portfolios under consultancy agreements and six private equity funds of funds with several domestic and international institutions as investors. Amanda Group currently has EUR 2.5 billion of assets under management (original investment commitments) with which it has made investments in more than 100 private equity funds in Europe, the US, Asia, and Russia. |
|||
|