CAPMAN OYJ CapMan Plc Stock Exchange Release / Decisions of the General Meeting
Decisions of the Annual General Meeting of
The Annual General Meeting (AGM) of
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
The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, that a dividend in the total amount of
The dividend will be paid to a shareholder who on the record date of the payment,
In addition, the Annual General Meeting authorised the Board of Directors to decide on an additional dividend in the maximum amount of
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.
The following monthly remuneration shall be paid in cash to the members of the Board of Directors:
Election and remuneration of the auditor
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
The authorisation is effective until the end of the next annual general meeting, however no longer than until
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
The authorisation is effective until the end of the next annual general meeting, however no longer than until
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
The authorisation is effective until the next annual general meeting.
Additional information:
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 E5 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
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