CapMan Plc’s Notice to the Annual General Meeting
CapMan Plc
Stock Exchange Release / Notice to General Meeting
2 February 2023 at 08:15 a.m. EET
CapMan Plc’s Notice to the Annual General Meeting
Notice is given to the shareholders of CapMan Plc (“CapMan” or the “Company”) to the Annual General Meeting (the “General Meeting”) to be held on Wednesday, 15 March 2023 at 10:00 a.m. (EET) at Kämp Symposion at the address Pohjoisesplanadi 29, 00100 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:30 a.m. (EET).
CapMan provides the option for shareholders to exercise their voting rights without having to be physically present at the General Meeting by voting in advance. In addition, the shareholders can follow the General Meeting via a webcast, to which an access link will be sent prior to the General Meeting. Shareholders have the option to ask questions in advance with respect to the matters to be considered at the General Meeting. For further instructions, please refer to Section C “Instructions for the participants of the General Meeting” of this notice.
A. Matters on the Agenda of the General Meeting
At the General Meeting, the following matters will be considered:
- Opening of the General Meeting
- Calling the General Meeting to order
- Election of the person to scrutinise the minutes and to supervise the counting of votes
- Recording the legality of the General Meeting
- Recording the attendance and adoption of the list of votes
- Presentation of the Annual Accounts, the Report of the Board of Directors and the Auditor’s Report for the year 2022
Review by the CEO and by the auditor concerning the auditor’s report.
The Company’s Annual Report 2022 will include the Company’s Annual Accounts, the Report of the Board of Directors and the Auditor’s Report, and it will be made available on the Company’s website at www.capman.com/shareholders/general-meetings/ on 21 February 2023 at the latest.
- Adoption of the Annual Accounts
- Resolution on the use of the profit shown on the balance sheet and the payment of dividend and the repayment of equity
According to the Annual Accounts for the financial year ended 31 December 2022, CapMan’s distributable funds amounted to approximately EUR 45.7 million.
The Board of Directors proposes to the General Meeting that a dividend and equity repayment in the total amount of EUR 0.17 per share would be paid for the financial period that ended on 31 December 2022 based on the balance sheet adopted for 2022. The dividend and equity repayment would consist of a dividend portion that would equal EUR 0.08 per share and an equity repayment portion that would equal EUR 0.09 per share. The equity repayment would be made from the Company’s invested unrestricted equity fund.
The dividend and equity repayment would be paid in two instalments.
The first instalment would be EUR 0.09 per share and would consist of a dividend portion that would equal EUR 0.04 per share and an equity repayment portion that would equal EUR 0.05 per share. The first instalment would be paid to a shareholder who on the record date of the payment, 17 March 2023 is registered as a shareholder in the shareholders’ register of the Company maintained by Euroclear Finland Oy. The first instalment would be paid on 24 March 2023.
The second instalment would be EUR 0.08 per share and would consist of a dividend portion that would equal EUR 0.04 per share and an equity repayment portion that would equal EUR 0.04 per share. The second instalment would be paid in September 2023 to a shareholder who on the record date of the payment is registered as a shareholder in the shareholders’ register of the Company maintained by Euroclear Finland Oy. The Board of Directors would resolve on the payment separately and would confirm the record and payment dates for the second instalment in its meeting scheduled for 13 September 2023. The preliminary record date for the second instalment would be 15 September 2023 and the preliminary payment date 22 September 2023.
- Resolution on the discharge of the members of the Company’s Board of Directors and the CEO from liability
- Presentation and adoption of the remuneration policy for the Company’s governing bodies
Presentation of the updated remuneration policy for the Company’s governing bodies and an advisory decision of the General Meeting on the approval of the remuneration policy.
The remuneration policy will be published by a stock exchange release and will be made available on CapMan Plc’s website www.capman.com/shareholders/general-meetings/ by 21 February 2023 at the latest.
- Presentation of the Company’s Remuneration Report
The Company’s Remuneration Report for the financial year 2022 will be made available on the Company’s website www.capman.com/shareholders/general-meetings/ on 21 February 2023 at the latest.
- Resolution on the remuneration of the members of the Company’s Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that the monthly fees payable to the Board members in cash for the term ending at the end of the next Annual General Meeting are as follows:
- Chair of the Board of Directors: EUR 5,000/month (2022: EUR 5,000)
- Deputy Chair of the Board of Directors: EUR 4,000/month (2022: EUR 4,000)
- Chair of the Audit Committee: EUR 4,000/month (2022: EUR 4,000), if he/she is not simultaneously acting as Chair or Deputy Chair of the Board of Directors
- Board members: EUR 3,250/month (2022: EUR 3,250)
The Shareholders’ Nomination Board further proposes to the General Meeting 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 fee of EUR 800 per meeting (2022: EUR 800) and the members of the Board and Board’s Committees be paid a fee of EUR 400 per meeting (2022: EUR 400) in addition to their monthly remuneration, that the remuneration of the members of the Board of Directors includes other possible incidental expenses and that the travel expenses be compensated in accordance with the Company's compensation policy.
- Resolution on the number of members of the Company’s Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that the number of members of the Board of Directors of the Company shall be six (6).
- Election of members of the Company’s Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that the following persons be elected members of the Board of Directors for a term ending at the end of the next Annual General Meeting:
Proposed to be re-elected:
- Johan Bygge
- Catarina Fagerholm
- Johan Hammarén
- Mammu Kaario
- Olli Liitola
The Shareholders’ Nomination Board further proposes to the General Meeting that the Company’s current CEO Joakim Frimodig be elected as a new member of the Board of Directors for the above-mentioned term of office.
All candidates have given their consent to the position. In addition, the candidates have indicated that if they come as elected, they will choose Joakim Frimodig as the Chair of the Board of Directors and Mammu Kaario as the Deputy Chair of the Board of Directors.
The current Chair of the Board of Directors, Andreas Tallberg, has informed that he will not be available for re-election.
According to the information available to the Shareholders’ Nomination Board, all candidates other than Joakim Frimodig are independent of the Company and all candidates other than Joakim Frimodig and Johan Hammarén are independent of the Company’s significant shareholders. Joakim Frimodig is non-independent of the Company due to his CEO position in the Company during the past 3 years. Joakim Frimodig and Johan Hammarén are non-independent of the Company’s significant shareholder due to their memberships in the Board of Directors of Silvertärnan Ab, which is a significant shareholder in CapMan.
The CV of the proposed new member of the Board of Directors can be found at www.capman.com/shareholders/general-meetings/. The CVs of the members of the Board of Directors to be re-elected can be found at www.capman.com/shareholders/governance/board-of-directors/.
- Resolution on the remuneration of the Auditor
Based on the recommendation of the Audit Committee of the Board of Directors, 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 invoice approved by the Company.
- Election of the Auditor
Based on the recommendation of the Audit Committee of the Board of Directors, the Board of Directors proposes to the General Meeting that Ernst & Young Oy, authorised public accountants, be re-elected as the auditor of the Company for a term of office ending at the end of the next Annual General Meeting. Ernst & Young Oy has notified that Kristina Sandin, APA, would act as the auditor with principal responsibility.
- Amendment of the Articles of Association
The Board of Directors proposes that Article 10 of the Articles of Association be amended to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting in addition to the Company’s domicile Helsinki. In its amended form, said provision of the Articles of Association would read as follows:
“10 NOTICE OF A GENERAL MEETING OF SHAREHOLDERS
The notice of a General Meeting shall be delivered by publishing the notice of meeting on the company's webpage and as stock exchange release no more than three (3) months and no less than three (3) weeks prior to the General Meeting, however, always at least nine (9) days prior to the record date of the General Meeting set forth in Chapter 4, Section 2.2 of the Finnish Companies Act. The Board of Directors may in addition decide to publish the notice in other ways.
The General Meeting shall be organized in Helsinki. In addition, the Board of Directors may also resolve on organizing the General Meeting without a meeting venue whereby the shareholders have the right to exercise their power of decision in full in real time during the meeting using telecommunication connection and technical means.”
It is proposed that the Articles of Association remain unchanged in other respects.
The proposal is based on the legislative changes to Chapter 5 of the Finnish Companies Act, including the possibility to arrange remote general meetings. The legislative changes are based on the premise that shareholder rights shall not be compromised, and that all participating shareholders are able to exercise their full shareholder rights, including the right to present questions and to vote, in real time during the general meeting, irrespective of the chosen general meeting format. The possibility to organise remote general meetings enables the Company to be prepared for rapidly changing conditions in the Company’s operating environment and society in general, due to for example pandemics. It is important for the Company to have means to offer its shareholders the possibility to exercise their shareholder rights and resolve on any matters presented to a general meeting under any circumstances.
- Authorising the Company’s 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 number of own shares to be repurchased and/or accepted as pledge on the basis of the authorisation shall not exceed 14,000,000 shares in total, which corresponds to approximately 8.86 per cent of all the 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 on 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, 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 cancels the authorisation given to the Board of Directors by the Annual General Meeting on 16 March 2022 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 2024.
- Authorising the Company’s 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 special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act as follows:
The number of shares to be issued on the basis of the authorisation shall not exceed 14,000,000 shares in total, which corresponds to approximately 8.86 per cent of all shares in the Company.
The Board of Directors decides on all the conditions of the issuance of shares and special rights entitling to shares. The issuance of shares and special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorisation can be used, for example, to finance and to carry out acquisitions or other business transactions and investments, to improve the capital structure of the Company as well as for other purposes as determined by the Company’s Board of Directors.
The authorisation cancels the authorisation given to the Board of Directors by the Annual General Meeting on 16 March 2022 to decide on the issuance of shares as well as 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 2024.
- Authorising the Company’s Board of Directors to decide on charitable contributions
The Board of Directors proposes to the General Meeting that the Board be authorised to decide on contributions in the total maximum amount of EUR 50,000 for charitable or similar purposes, and to decide on the recipients, purposes, and other terms of the contributions.
The authorisation would be effective until the next Annual General Meeting.
- Closing of the General Meeting
B. Documents of the General Meeting
This notice, which contains all proposals for resolutions made by the Company’s Board of Directors and the Shareholders’ Nomination Board to the General Meeting, is available on the Company’s website at www.capman.com/shareholders/general-meetings/. The Company’s revised Remuneration Policy for the governing bodies, Remuneration Report as well as the Annual Report 2022, including the Annual Accounts, the report of the Board of Directors and the Auditor’s report, will be available at www.capman.com/shareholders/financial-reports/shareholders-financial-reports-annual-reports/ on 21 February 2023 at the latest. Copies of these documents and this notice will be sent to shareholders upon request. The proposals for resolutions and the other above-mentioned documents are also on view at the General Meeting. The minutes of the General Meeting will be available on the Company’s website at www.capman.com/shareholders/general-meetings/ no later than on 29 March 2023.
C. Instructions for the participants of the General Meeting
- Shareholders registered in the shareholders’ register
Each shareholder, who is registered in the shareholders’ register of the Company held by Euroclear Finland Oy on the record date of the General Meeting, 3 March 2023, has the right to participate in the General Meeting. A shareholder whose shares are registered on the shareholder’s personal Finnish book-entry account is registered in the shareholders’ register of the Company. The use of proxies is described below.
Registration for the General Meeting will begin on 8 February 2023 at 12:00 noon (EET). A shareholder who is registered in the shareholders’ register of the Company and who wishes to participate in the General Meeting, shall register for the General Meeting no later than by 10 March 2023 at 4.00 p.m. (EET) by giving a prior notice of participation, by which time the notice must be received by the Company. The registration for the General Meeting can be done in the following ways:
a) On the Company’s website at www.capman.com/shareholders/general-meetings/
Electronic registration requires that the shareholder or its statutory representative or proxy representative uses strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.
b) By email or by regular mail
Alternatively, a shareholder may send the notice of participation to Innovatics Oy, Annual General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to [email protected].
In connection with the registration, a shareholder is required to provide the requested personal information, such as their name, birth date or business identity code, contact details and the name of a proxy representative or assistant, if any, and the birth date of the proxy representative. The personal data given to the Company by shareholders is only used in connection with the General Meeting and with the processing of related necessary registrations.
The shareholder, their authorized representative or proxy representative, if any, shall be able to prove their identity and/or right of representation at the General Meeting.
- Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which the shareholder on the record date of the General Meeting, on 3 March 2023, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. In addition, the right to participate in the General Meeting requires that the shareholder, on the basis of such shares, has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by Friday, 10 March 2023 at 10:00 a.m. (EET). With regard to nominee-registered shares, this constitutes due registration for the General Meeting. Changes in share ownership following the record date of the General Meeting do not have an impact on the right to participate in the General Meeting nor on the number of votes of the shareholder.
A holder of nominee-registered shares is advised to request necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and voting instructions, registration for the General Meeting as well as advance voting from their custodian bank without delay. The account management organisation of the custodian bank shall temporarily register the holder of nominee-registered shares, who wishes to participate in the General Meeting, in the shareholders’ register of the Company within the registration period stated above at the latest. If necessary, the account management organisation of the custodian bank shall also take care of the advance voting on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares. Further information will also be available on the Company’s website at www.capman.com/shareholders/general-meetings/.
- Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise its rights at the meeting by way of proxy representation. Shareholders proxy representative may also vote in advance in the manner described in this notice. A proxy representative must use their personal strong electronic authentication when registering through the electronic registration service for the meeting and advance voting, after which they can register and vote in advance on behalf of the represented shareholder. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, separate proxy documents for each book-entry account shall be provided and the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
The proxy documents, if any, should be delivered primarily as an attachment in connection with electronic registration or alternatively by mail to Innovatics Oy, Annual General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to [email protected] before the expiry of the registration period, by which time the documents must be received by Innovatics Oy. In addition to delivering the proxy documents the shareholder or its proxy representative shall also register to the General Meeting in the manner set out above in this notice.
Shareholders that are legal entities can also use the electronic Suomi.fi authorisation service for authorising their proxies instead of using the traditional proxy authorisation. In this case, the shareholder that is a legal entity authorises a representative appointed by it in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic “Representation at the General Meeting”). In connection with registering, the representative must identify themselves with strong electronic authentication, after which they can register and vote in advance. The strong electronic authentication works with personal banking codes or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.
- Advance voting
Shareholders with a Finnish book-entry account may vote in advance on certain matters on the agenda of the General Meeting during the period from 8 February 2023 at 12:00 noon (EET) until 10 March 2023 at 4:00 p.m. (EET). Advance voting can be done in the following ways:
a) On the Company’s website at www.capman.com/shareholders/general-meetings/
Voting in advance electronically requires that the shareholder or its statutory representative or proxy representative uses strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.
b) By regular mail or email
A shareholder may submit the advance voting form available on the Company’s website or corresponding information to Innovatics Oy by mail to Innovatics Oy, Annual General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to [email protected]. The advance votes must be received by Innovatics Oy before the expiry of the advance voting period. Submission of the votes before the expiry of the registration and advance voting period in this manner constitutes due registration for the General Meeting, provided that they contain the above-mentioned information required for the registration.
A shareholder who has voted in advance cannot request information under the Finnish Companies Act or request a vote at the General Meeting if they or their proxy representative is not present at the General Meeting venue.
With regards to holders of nominee-registered shares, the advance voting is performed via the account management organisation. The account management organisation may vote in advance on behalf of the holders of nominee-registered shares it represents, in accordance with the voting instructions provided by them, during the advance voting period for holders of nominee-registered shares.
A proposal subject to advance voting is considered to have been presented unchanged at the General Meeting. Conditions related to the electronic advance voting and other related instructions are available on the Company’s website at www.capman.com/shareholders/general-meetings/.
- Other instructions and information
The General Meeting is conducted in Finnish. The meeting venue and meeting arrangements will take relevant health and safety precautions to ensure a safe General Meeting. The Company encourages registrants to the General Meeting to vote in advance and to refrain from participating in person in case of experiencing flu-like symptoms.
Shareholders, who have registered for the General Meeting, can follow the General Meeting via a webcast. Instructions on following the webcast will be provided by email to shareholders prior to the General Meeting. Following the meeting via webcast is not considered participating in the General Meeting or exercising shareholder rights.
A shareholder may ask questions in advance with respect to the matters to be considered at the General Meeting. Such questions must be sent by email to [email protected] at the latest by 1 March 2023 at 4:00 p.m. (EET), and the Company will seek to address the questions on its website at www.capman.com/shareholders/general-meetings/ by 6 March 2023. Questions asked in the way described above are not considered questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act. Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.
Changes in share ownership after the record date of the General Meeting do not affect the right to participate in the General Meeting or a shareholder’s number of votes at the General Meeting.
On the date of this notice, 2 February 2023, the total number of shares in CapMan is 158,054,968 which equals 158,054,968 votes. On the date of this notice the Company holds a total of 26,299 of its own shares.
In Helsinki, on 2 February 2023
CAPMAN PLC
Board of Directors
For additional information, please contact:
Tiina Halmesmäki, General Counsel, CapMan Plc, tel. +358 40 590 1043
DISTRIBUTION
Nasdaq Helsinki
Principal media
www.capman.com
About CapMan
CapMan is a leading Nordic private asset expert with an active approach to value creation and over €5 billion in assets under management. Our objective is to provide attractive returns and innovative solutions to investors. We are dedicated to set science-based targets to reduce our greenhouse gas emissions in line with the Paris Agreement. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover minority and majority investments in portfolio companies and real estate, and infrastructure assets. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs approximately 190 professionals in Helsinki, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001. www.capman.com
