CapMan Plc’s Notice to the Extraordinary General Meeting
CapMan Plc Stock Exchange Release 1 March 2019 at 13.00 a.m. EET
CapMan Plc’s Notice to the Extraordinary General Meeting
Notice is given to the shareholders of CapMan Plc to the Extraordinary General Meeting to be held on Monday, 25 March 2019 at 10:00 a.m. at the company's premises at the address Ludviginkatu 6, 4 fl., 00130 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:30 a.m.
The shareholders should note that the convocation of the Extraordinary General Meeting does not affect the convocation to the Annual General Meeting on 13 March 2019 or the registration for that meeting. Shareholders shall register separately for both meetings.
A. Matters on the Agenda of the Extraordinary General Meeting
At the Extraordinary 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. Resolution on the repayment of equity from the invested unrestricted equity fund
The Board of Directors proposes to the Extraordinary General Meeting that EUR 0.06 per share be returned from the invested unrestricted equity fund of CapMan Plc. The equity repayment will be paid to shareholders who on the record date of the equity repayment 27 March 2019 are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The equity repayment will be paid on 3 April 2019.
7. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposal for the resolution on the matter on the agenda of the Extraordinary General Meeting, the notice to the Extraordinary General Meeting and the documents referred to in Chapter 5, Section 21 of the Companies Act are available on CapMan Plc’s website at the address www.capman.com/shareholders/general-meetings/. The minutes from CapMan Plc’s Annual General Meeting that convenes on 13 March 2019 (including the resolution on possible payment of dividend) will be available at the same address at the date of the Annual General Meeting. The proposal for resolution and the other above-mentioned documents are also on view at the Extraordinary General Meeting. The minutes of the Extraordinary General Meeting will be available on the company’s website at the address www.capman.com/shareholders/general-meetings/ on 8 April 2019 at the latest.
C. Instructions for the Participants in the Extraordinary General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on Wednesday, 13 March 2019 in the shareholders’ register of the company held by Euroclear Finland Ltd, has the right to participate in the Extraordinary General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who is registered in the shareholders’ register of the company and who wishes to participate in the Extraordinary General Meeting, shall register for the meeting by giving a prior notice of participation, which has to be received by the company no later than on Wednesday, 20 March 2019 at 10:00 a.m. Such notice can be given:
a) electronically by utilizing Euroclear’s electronic general meeting service at www.capman.com/shareholders/general-meetings/
b) by e-mail to the address firstname.lastname@example.org,
c) by sending a written notification to the company’s address (CapMan Plc/EGM, Ludviginkatu 6, 4 fl., 00130 Helsinki, Finland), and
d) by telephone to Nelli Back at the number +358 407 022 299 (weekdays 9.00 a.m. – 4 p.m.)
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to CapMan Plc by shareholders is used only in connection with the Extraordinary General Meeting and with the processing of related necessary registrations.
The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the Extraordinary General Meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on Wednesday, 13 March 2019 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Ltd at the latest by Wednesday, 20 March 2019 at 10:00 a.m. With regard to nominee registered shares this constitutes due registration for the Extraordinary General Meeting and the above-described separate registration is not required.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank. The account management organisation of the custodian bank must temporarily register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, in the shareholders’ register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative of the shareholder shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Extraordinary General Meeting. When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting.
Possible proxy documents should be delivered in original to the address CapMan Plc/EGM, Ludviginkatu 6, 4 fl., 00130 Helsinki, Finland, before the last date for registration.
4. Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the Extraordinary General Meeting.
On the date of this notice, 1 March 2019, the total number of shares in CapMan Plc and votes represented by such shares is 152 453 966.
On the date of this notice the company holds a total of 26,299 of its own shares.
In Helsinki, on 1 March 2019
Board of Directors
Tiina Halmesmäki, General Counsel, Tel. + 358 40 590 1043
CapMan is a leading Nordic private asset expert with an active approach to value creation. We offer a wide selection of investment products and services. As one of the Nordic private equity pioneers, we have developed hundreds of companies and real estate assets and created substantial value in these businesses and assets over the past 30 years. CapMan employs today approximately 120 private equity professionals and has over €3 billion in assets under management. Our objective is to provide attractive returns and innovative solutions to investors. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover Private Equity, Real Estate and Infra. We also have a growing service business that currently includes procurement services, fundraising advisory and fund management services. www.capman.com