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2011-08-31 11:55:00 CEST 2011-08-31 11:55:03 CEST REGULATED INFORMATION Amanda Capital - Company AnnouncementNOTICE OF EXTRAORDINARY GENERAL MEETINGAMANDA CAPITAL PLC STOCK EXCHANGE RELEASE 31 August 2011, 12:55 PM NOTICE OF EXTRAORDINARY GENERAL MEETING The shareholders of Amanda Capital Plc are convened to the company's Extraordinary General Meeting (EGM), which will be held on Thursday 22 September 2011 at 3.00 p.m. at eQ Asset Management Ltd, address Mikonkatu 9, 4th floor Helsinki. The reception of the persons who have registered for the meeting will begin at 2.00 p.m. A. Matters on the agenda of the Extraordinary General Meeting At the EGM, 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 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. Proposal to change the company name The board of directors proposes to the shareholders' meeting that the company name-section of the articles of association is amended to read as follows (translation): ”1 § The name of the company in Finnish is eQ Oyj, in Swedish eQ Abp and in English eQ Plc. The seat of the company is Helsinki.” 7. Board's proposal for a directed issue of shares The board proposes to the extraordinary shareholders' meeting, that the capital structure of the company is strengthened by a directed issue of share, whereby no more than 500,000 new shares are offered to the members of the board of directors, deviating from the shareholders' pre-emptive subscription rights. The allocation of the shares being issued among the members of the board of directors will be specified as per the shareholders' meeting. The subscription price of each new share is the volume-weighted average price on OMX Nordic Exchange Helsinki Oy during the period of 20 trading days preceding the shareholders' meeting resolving to issue the shares. The subscription price of the shares shall be booked in the reserve for invested free equity. The shares issued are to be subscribed at the shareholders' meeting. The shares subscribed shall be paid no later than 30 September 2011. The right to receive dividend and other rights belonging to shareholders will commence from the day when the new shares are registered with the trade register. The shares are recorded on the book-entry accounts of the subscribers and will be applied for public trading on OMX Nordic Exchange Helsinki Oy, once the shares have been registered with the trade register. The purpose of the directed share issue is to support the development of the business of the company by offering incentives to the management of the company. 8. Closing of the meeting B. Meeting documents The above mentioned proposals of the Board of Directors and other meeting documents as well as this notice will be kept available to shareholders on Amanda Capital Plc's website at www.amandacapital.fi on 1 September 2011 at the latest. The proposals of the Board of Directors and the meeting documents will be kept available at the EGM, and copies of them and of this notice will be sent to shareholders upon request. C. Instructions to the participants of the EGM 1. Right to participate and registration A shareholder who has on 12 September 2011 been registered in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the EGM. A shareholder whose shares are registered in his/her personal book-entry account in Finland is registered in the shareholders' register of the company. A shareholder who wishes to participate in the EGM shall register for the meeting no later than on 19 September 2011 at 3 p.m., by which time the company shall have received the notice. Such notice can be given - in writing to Amanda Capital Plc, EGM 22 September 2011, P.O.Box 896, 00101 Helsinki, - by telephone Mon. to Fri, 10.00 a.m. to 4.00 p.m. +358 9 6829 600, - by fax to +358 9 6829 6020, or - by e-mail to yhtiokokous@amandacapital.fi. In connection with the registration, a shareholder shall notify his/her name, personal ID number or business ID, address, telephone number, and the name of a possible proxy representative and/or assistant. The personal details given by the shareholder to the company are only used in connection with the EGM and the related necessary registrations. Pursuant to chapter 5 section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the EGM has the right to ask questions on the matters to be considered at the meeting. 2. Use of proxy representative and powers of attorney A shareholder may participate in the EGM and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise demonstrate his/her right to represent the shareholder at the EGM in a reliable manner. If a shareholder participates in the EGM through several proxy representatives, who represent the shareholder with shares in different book-entry accounts, the shareholder shall, in connection with registration, notify the shares on the basis of which each proxy representative represents the shareholder. It is requested that proxy documents be sent to Amanda Capital Plc to the above-mentioned registration address as e-mail attachment (e.g. pdf), by fax or by mail before the last registration date. 3. Holders of nominee registered shares If a holder of nominee registered shares has the right to be entered in the shareholders' register on the EGM record date, i.e. 12 September 2011, the shareholder may, according to the instructions of his/her custodian bank, request that he/she is temporarily entered in the company's shareholders' register for participation in the EGM on 19 September 2011 at 10.00 a.m. at the latest. A holder of nominee registered shares is deemed to have registered for the EGM, if he/she has been announced for temporary registration in the shareholders' register as described above. A holder of nominee registered shares is advised to request his/her custodian bank well in advance for the necessary instructions regarding the temporary registration in the shareholders' register of the company, the issue of proxy documents and registration for the EGM. 4. Other instructions and information On the date of this notice, the total number of Amanda Capital Plc's shares and votes is 33 070 351. The company holds 163 153 of its own shares. Helsinki, 31 August 2011 AMANDA CAPITAL PLC BOARD OF DIRECTORS eQ gathers Asset Management operations under one brand Amanda Capital Plc decided to convene an Extraordinary General Meeting to decide on the change of the parent company name to eQ Plc. The aim is to combine Asset Management operations under one brand. eQ is a wide known brand in Finland and the combine supports the groups target to grow fast in the Asset Management operations. eQ Asset Management offers wide range of asset management products including mutual funds, tailored asset management services and private equity funds. eQ has total of 22 mutual funds and 7 private equity fund of funds. The assets under management at June 30th 2011 was EUR 3 829 million. The assets managed under equity and bond investments totalled EUR 1 069 million and within private equity investments, the commitments under management were EUR 2 760 million (original investment commitments). The asset management business, which covers more than 75% of the Group personnel, will concentrate its operations to one location during the autumn of 2011. This will enable seamless co-operation between persons working with different asset management products and create good preconditions for selling all asset management products in a centralised manner. More information on Amanda Group is available on the following websites: www.amandacapital.fi, www.eqvarainhoito.fi and www.advium.fi. |
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