2010-03-19 08:30:06 CET
2010-03-19 08:31:04 CET
REGULATED INFORMATION
Amanda Capital - Company Announcement
NOTICE TO THE ANNUAL GENERAL MEETING
AMANDA CAPITAL PLC STOCK EXCHANGE RELEASE 19 March, 2010 NOTICE TO THE ANNUAL GENERAL MEETING The shareholders of Amanda Capital Plc are convened to the company's Annual General Meeting (AGM), which will be held on Wednesday 14 April 2010 at 10.00 a.m. in Helsinki at Tapahtumatalo Bank, address Unioninkatu 22, 00100 Helsinki. The reception of the persons who have registered for the meeting will begin at 09.00 a.m., from which time coffee is also served. A. Matters on the agenda of the AGM At the AGM, 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. Presentation of the annual accounts, the report of the board of directors and the auditors' report for the year 2009 - Review by the CEO 7. Adoption of the annual accounts 8. Resolution on the use of the profit shown on the balance sheet The Board of Directors proposes to the AGM that the result for the financial period be entered in the profit and loss account and that no dividend be paid out. 9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors Shareholders representing more than 60% of the company shares and votes propose a monthly fee of EUR 2,000 to the Chairman of the Board and a monthly fee of EUR 1,000 to the members of the Board and that the costs for travel and accommodation are paid according to company practice. 11. Resolution on the number of members of the Board of Directors Shareholders representing more than 60% of the company shares and votes propose that the number of members be five. 12. Election of members of the Board of Directors Shareholders representing more than 60% of the company shares and votes propose that the present Board members, i.e. Esa Karppinen, Peter Fagernäs, Pertti Laine, Petri Niemisvirta and Topi Piela, be re-elected to the Board. 13. Resolution on the remuneration of the auditor Shareholders representing more than 60% of the company shares and votes propose that the auditor to be elected be paid remuneration according to the auditor's invoice in compliance with principles approved by the Board of Directors. 14. Election of auditor Shareholders representing more than 60% of the company shares and votes propose that Authorised Public Accountants Ernst & Young Oy be re-elected auditor of the company. The auditor with main responsibility, named by Ernst & Young Oy, is Kunto Pekkala, APA. 15. Proposal by the Board on an amendment to the Articles of Association The Board proposes that section 9 of the Articles of Association dealing with the notice of a general meeting of shareholders be amended as follows, owing to an amendment to the Finnish Limited Liability Companies Act that became effective on 31 December 2009: 9 § Notice of a General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the meeting, but always at least nine (9) days prior to the general meeting record date, by publishing the notice on the company website and as a stock exchange release. In order to attend a General Meeting, a shareholder shall inform the company of his attendance no later than on the date mentioned in the notice of the meeting, which is determined by the Board of Directors. This date may not be earlier than ten (10) days prior to the meeting. 16. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares The Board of Directors proposes that the AGM authorise 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 notice 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 2011. 17. Authorising the Board of Directors to decide on the repurchase of the company's own shares The Board of Directors proposes that the AGM authorise the Board of Directors to decide on the repurchase of 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 Oy. 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 proposed that the authorisation cancel previous corresponding authorisations and be in force 18 months from the date of the decision. 18. Authorising the Board of Directors to decide on possible distribution of assets from the reserve for invested unrestricted equity The Board of Directors proposes that the AGM authorise the Board to, at its discretion, decide on the distribution of assets from the reserve for invested unrestricted equity on the following terms: - The assets to be repaid based on the authorisation may amount to a maximum of EUR 0.05 per share. - The repayment of capital may be distributed in one or several instalments. - Based on the authorisation, the Board shall have the right to decide on all other terms of the repayment of capital. - The authorisation shall be in force to the following AGM. 19. Closing of the meeting B. Documents of the AGM The above mentioned proposals of the Board of Directors and shareholders on the agenda of the AGM, the annual accounts, the report of the board of directors and the auditors' report of Amanda Capital Plc as well as this notice will be available to shareholders at Amanda Capital Plc's website at www.amandacapital.fi 21 days prior to the AGM at the latest. Amanda Capital Plc's Annual Report, containing the company's annual accounts, the report of the board of directors and the auditors' report, will be available on said website during week 12 at the latest. The proposals of the Board of Directors and shareholders and the documents on the annual accounts will also be available at the AGM, and copies of them and of this notice will be sent to shareholders upon request. The notice will not be sent to the shareholders separately. C. Instructions for the participants of the AGM 1. The right to participate and registration Each shareholder who has on Wednesday 31 March 2010 been registered in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the AGM. A shareholder whose shares are registered in his personal book-entry account in Finland is registered in the shareholders' register of the company. A shareholder who wishes to participate in the AGM shall register for the meeting no later than on 9 April 2010 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, AGM, 14 April 2010, 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 telefax +358 9 6829 6020, or - by e-mail yhtiokokous@amandacapital.fi. In connection with the registration, a shareholder shall notify his 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 AGM and the related necessary registrations. Pursuant to chapter 5 section 25 of the Limited Liability Companies Act, a shareholder who is present at the AGM has the right to request information with respect to the matters to be considered at the meeting. 2. Proxy representative and powers of attorney A shareholder may participate in the AGM and exercise his rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise demonstrate his right to represent the shareholder at the AGM in a reliable manner. If a shareholder participates in the AGM through several proxy representatives, who represent the shareholders 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. Possible proxy documents should be sent to Amanda Capital Plc to the above-mentioned registration address as e-mail attachment (e.g. pdf), by telefax 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 general meeting record date, i.e. 31 March 2010, the shareholder may, according to the instructions of his custodian bank request that he is temporarily entered in the company's shareholders' register for participation in the AGM on 9 April 2010 at 10.00 a.m. at the latest. A holder of nominee registered shares is deemed to have registered for the AGM, if he has been announced for temporary registration in the shareholders' register as described above. A holder of nominee registered shares is advised to request his 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 AGM. 4. Other instructions and information On the date of this notice, the total number of Amanda Capital Plc's shares and votes is 22,767,746. The company holds 91,657 own shares. Helsinki, 19 March 2010 AMANDA CAPITAL PLC BOARD OF DIRECTORS 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 offers asset management, investment advice, administrative and reporting services to 13 portfolios. Investments from these portfolios has been made to over 190 private equity funds in Europe, the USA, Asian Russia totalling original commitments of EUR 2.6 billion.
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