Decisions of the Annual General Meeting of CapMan Plc
CapMan Plc Stock Exchange Release / Decisions of the General Meeting
27 March 2024 at 11.10 a.m. EET
Decisions of the Annual General Meeting of CapMan Plc
The Annual General Meeting (AGM) of CapMan Plc was held today in Helsinki. The AGM approved the annual accounts for the financial year 2023, approved the company’s remuneration report and discharged the company’s directors from liability. The AGM approved all the proposals of the Board of Directors and the Shareholders’ Nomination Board to the AGM.
Use of the profit shown on the balance sheet and the payment of dividend
The proposal of the Board of Directors to the Annual General Meeting was a combined proposal of a dividend distribution and an authorisation for the Board of Directors to decide on distribution of an additional dividend. The Board of Directors expects the overall dividend distribution to be EUR 0.10 per share for the financial period ended 31 December 2023.
The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, that a dividend in the total amount of EUR 0.06 per share would be paid based on the balance sheet adopted for 2023.
The dividend will be paid to a shareholder who on the record date of the payment, 2 April 2024, is registered as a shareholder in the shareholders’ register of the company maintained by Euroclear Finland Oy. The payment date will be 9 April 2024.
In addition, the Annual General Meeting authorised the Board of Directors to decide on an additional dividend in the maximum amount of EUR 0.04 per share. The authorisation will be effective until the next Annual General Meeting. The Board of Directors intends to resolve on the additional dividend in its meeting scheduled for 18 September 2024.
Election and remuneration of the members of the Board of Directors
The Annual General Meeting decided that the Board of Directors comprises six (6) members. Mr. Johan Bygge, Ms. Catarina Fagerholm, Mr. Johan Hammarén, Ms. Mammu Kaario, Mr. Olli Liitola and Mr. Joakim Frimodig were elected members of the Board of Directors for a term of office expiring at the end of the next Annual General Meeting.
The following monthly remuneration shall be paid in cash to the members of the Board of Directors: EUR 5,000 to the Chairman, EUR 4,000 to the Vice Chairman, EUR 4,000 to the Chairman of the Audit Committee of the Board of Directors, where such individual is neither the Chairman or the Vice Chairman of the Board of Directors, and EUR 3,250 to the other members of the Board of Directors. Furthermore, 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 are paid a meeting fee of EUR 800 per meeting and the members of the Board and Board’s Committees are paid a meeting fee of EUR 400 per meeting in addition to their monthly remuneration. The remuneration of the members of the Board of Directors includes other possible incidental expenses, and the travel expenses are compensated in accordance with the company’s travel compensation policy.
Election and remuneration of the auditor
Ernst & Young Oy, authorised public accountants, was elected auditor of the company. Ernst & Young Oy has notified the company that Ms. Kristina Sandin, APA, will act as the lead auditor. The auditor’s term of office shall expire at the end of the next annual general meeting. It was decided that the remuneration to the auditor shall be paid and travel expenses compensated against the auditor’s invoice approved by the company.
Authorising the Board of Directors to decide on the repurchase and/or the acceptance as pledge of the company’s own shares
The Annual General Meeting authorised the Board of Directors 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 on the day of the notice to the Annual General Meeting corresponded to approximately 8.81 per cent (and on the day of the Annual General Meeting to approximately 7.93 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 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 15 March 2023 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 2025.
Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The Annual General Meeting authorised the Board of Directors to decide on the issuance of shares and the issuance of 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 on the day of the notice to the Annual General Meeting corresponded to approximately 8.81 per cent (and on the day of the of the Annual General Meeting to approximately 7.93) 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 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 15 March 2023 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 2025.
Authorising the company's Board of Directors to decide on charitable contributions
The Annual General Meeting authorised the Board of Directors 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 contribution.
The authorisation is effective until the next annual general meeting.
Helsinki, 27 March 2024
CapMan Plc
Additional information:
Tiina Halmesmäki, General Counsel, tel. + 358 40 590 1043
DISTRIBUTION
Nasdaq Helsinki Ltd
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 by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001. www.capman.com