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2016-02-12

CapMan Oyj: CapMan Plc's Notice to the General Meeting

CapMan Plc Stock Exchange Release 12 February 2016 at 10.45 am EET

CapMan Plc's Notice to the General Meeting

Notice is given to the shareholders of CapMan Plc to the Annual General
Meeting to be held on Wednesday, 16 March 2016 at 10:00 a.m. at Hotel Kämp,
Mirror Room at the address Kluuvikatu 2, Helsinki. The reception of persons
who have registered for the meeting and the distribution of voting tickets
will commence at 9:30 a.m.

A. Matters on the Agenda of the General Meeting
At the General Meeting, 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 to 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 auditor's report for the year 2015

Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board of Directors proposes to the General Meeting that a dividend of EUR
0.07 per share be paid from the distributable assets of CapMan Plc,
approximately EUR 6.0 million in total. The dividend will be paid to
shareholders who on the dividend record date 18 March 2016 are recorded in
the company's shareholders' register held by Euroclear Finland Ltd. The
dividend will be paid on 1 April 2016.

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

The Nomination Committee of the Board of Directors proposes to the General
Meeting that the monthly remuneration of the members of the Board of
Directors remain unchanged and that the members of the Board of Directors to
be elected be paid the following monthly remuneration for the term of office
ending at the end of the next Annual General Meeting:

- to the Chairman of the Board of Directors EUR 4,000;

- to the vice Chairman of the Board of Directors EUR 3,200; and

- to the other members of the Board of Directors EUR 2,800 each.

The Nomination Committee of the Board of Directors further proposes that for
participation in meetings of the Board of Directors and Committees of the
Board of Directors the Chairmen of the Board and Board's Committees be paid a
meeting fee of EUR 800 per meeting and the members of the Board and Board's
Committees be paid a meeting fee of EUR 400 per meeting in addition to their
monthly remuneration, and that the travel expenses of the members of the
Board of Directors be compensated in accordance with the company's travel
compensation policy.

11. Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the General
Meeting that the number of members of the Board of Directors shall be five
(5).

12. Election of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the General
Meeting that the following individuals be re-elected members of the Board of
Directors for the term of office ending at the end of the next Annual General
Meeting:

- Karri Kaitue,

- Nora Kerppola,

- Claes de Neergaard, and

- Ari Tolppanen.

Of the current members of the Board of Directors Koen Dejonckheere has
informed the company that he will not be available as a candidate to the
Board of Directors. Dejonckheere has been a member of the Board of Directors
of CapMan Plc since the year 2010.

The Nomination Committee of the Board of Directors further proposes that the
following individual be elected new member of the Board of Directors for the
above-mentioned term of office:

* Dirk Beeusaert.

Dirk Beeusaert (born 1964) is a Belgian citizen and is the Executive
Vice-President and General Counsel of Belgian investment company Gimv NV.

Additional information on the proposed candidates is available on the
company's website www.capman.com/capman-group/governance/general-meetings.

13. Resolution on the remuneration of the auditor
Based on the proposal of the Audit Committee the Board of Directors proposes
to the General Meeting that the remuneration to the auditor to be elected be
paid and travel expenses be compensated against the auditor's reasonable
invoice.

14. Election of the auditor
Based on the proposal of the Audit Committee the Board of Directors proposes
to the General Meeting that PricewaterhouseCoopers Oy, authorised public
accountants, be re-elected auditor of the company for a term of office ending
at the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has
notified that Mikko Nieminen, APA, would continue as the lead auditor.

15. Authorising the Board of Directors to decide on the repurchase and/or on
the acceptance as pledge of the company's own shares
The Board of Directors proposes to the General Meeting that the Board of
Directors be authorised to decide on the repurchase and/or on the acceptance
as pledge of the company's own shares as follows:

The authorisation concerns only B-shares. The amount of own shares to be
repurchased and/or accepted as pledge shall not exceed 8,000,000 shares,
which corresponds to approximately 9.93 per cent of all B-shares in the
company and to approximately 9.27 per cent of all shares in the company. Only
the unrestricted equity of the company can be used to repurchase own shares
on the basis of the authorisation.

Own shares can be repurchased at a price formed in public trading on the date
of the repurchase or otherwise at a price formed on the market.

The Board of Directors decides how own shares will be repurchased and/or
accepted as pledge. Shares can be repurchased using, inter alia, derivatives.
Own shares can be repurchased otherwise than in proportion to the
shareholdings of the existing shareholders (directed repurchase).

Own shares may be repurchased on the basis of the authorisation in order to
finance or carry out acquisitions or other business transactions, in order to
develop the company's capital structure, to improve the liquidity of the
company's shares, to be disposed for other purposes or to be cancelled. Own
shares may be accepted as pledge on the basis of the authorisation in order
to finance or carry out acquisitions or other business transactions. The
authorisation cannot be used for incentive schemes.

The authorisation cancels the authorisation given to the Board of Directors by
the General Meeting on 18 March 2015 to decide on the repurchase and/or
acceptance as pledge of the company's own shares.

The authorisation is effective until the end of the next Annual General
Meeting, however no longer than until 30 June 2017.

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 to the General Meeting that the Board of
Directors be authorised to decide on the issuance of shares and other special
rights entitling to shares referred to in chapter 10 section 1 of the
Companies Act as follows:

The authorisation concerns only B-shares. The amount of shares to be issued
shall not exceed 15,000,000 shares, which corresponds to approximately 18.62
per cent of all B-shares in the company and to approximately 17.38 per cent
of all shares in the company.

The Board of Directors decides on all the conditions of the issuance of shares
and of special rights entitling to shares. The issuance of shares and of
special rights entitling to shares may be carried out in deviation from the
shareholders' pre-emptive rights (directed issue).

The authorisation can be used to finance and to carry out acquisitions or
other business transactions and investments as well as to improve the capital
structure. The authorisation cannot be used for incentive schemes.

The authorisation cancels the authorisation given to the Board of Directors by
the General Meeting on 18 March 2015 to decide on the issuance of shares as
well as the issuance of options and other special rights entitling to shares.

The authorisation is effective until the end of the next Annual General
Meeting, however no longer than until 30 June 2017.

17. Resolution on the issuance of stock options

The Board of Directors proposes to the General Meeting that stock options be
issued by the General Meeting to the key personnel of the CapMan Group in
accordance with the attached terms and conditions.

The Company has a weighty financial reason for the issuance of stock options,
since the stock options are intended to form part of the long-term incentive
and commitment program for the key personnel. The purpose of the stock
options is to encourage the key personnel to work on a long-term basis to
increase shareholder value. The purpose of the stock options is also to
commit the key personnel to the Company.

The maximum total number of stock options issued will be 4,230,000 and they
will be issued gratuitously. Of the stock options, 1,410,000 are marked with
the symbol 2016A, 1,410,000 are marked with the symbol 2016B and 1,410,000
are marked with the symbol 2016C. The stock options entitle their owners to
subscribe for a maximum total of 4,230,000 new B-shares in the Company or
existing B-shares held by the Company. The stock options now issued can be
exchanged for shares constituting a maximum total of 4.9 percent of all of
the Company's shares and a maximum total of 3.1 per cent of all of the
Company's votes, after the potential share subscription, if new shares are
issued in the share subscription.

The share subscription period for stock options 2016A, will be 1 May 2019-30
April 2021, for stock options 2016B, 1 May 2020-30 April 2022 and for stock
options 2016C, 1 May 2021-30 April 2023.

The share subscription price for stock option 2016A is the trade volume
weighted average quotation of the Company's B-share on NASDAQ OMX Helsinki
Ltd. during 1 April-31 May 2016 with an addition of 10 per cent, for stock
option 2016B, the trade volume weighted average quotation of the B-share on
NASDAQ OMX Helsinki Ltd. during 1 April-31 May 2017 with an addition of 10
per cent, and for stock option 2016C, the trade volume weighted average
quotation of the B-share on NASDAQ OMX Helsinki Ltd. during 1 April-31 May
2018 with an addition of 10 per cent. The share subscription price will be
credited to the reserve for invested unrestricted equity.

The Board of Directors will decide on the distribution of stock options
annually in spring 2016, 2017 and ...

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