CapMan Oyj — AGM Information 2019

Mar 13, 2019

Decisions of the Annual General Meeting of CapMan Plc

Decisions of the Annual General Meeting of CapMan Plc

CapMan Plc Stock Exchange Release 13 March 2019 at 2.30 p.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 2018 and discharged the
company's directors from liability. The AGM approved all the proposals to the
AGM of the Board of Directors and the Shareholders’ Nomination Board.

Use of the profit shown on the balance sheet and payment of dividend

The Annual General Meeting decided, in accordance with the amended proposal of
the Board of Directors, that a dividend of EUR 0.06 per share be paid from the
distributable profits of CapMan Plc. The dividend will be paid to shareholders
who on the dividend record date 15 March 2019 are recorded in the company’s
shareholders’ register held by Euroclear Finland Ltd. The dividend will be paid
on 22 March 2019.

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. Andreas Tallberg, Ms. Catarina Fagerholm, Mr. Eero Heliövaara, Ms.
Mammu Kaario, Mr. Olli Liitola and Mr. Peter Ramsay 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 travel expenses of the members of
the Board of Directors 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. Ulla Nykky, 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
reasonable invoice approved by the Board of Directors.

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 amount of own shares to be repurchased and/or accepted as pledge shall not
exceed 14,000,000 shares, which on the day of the Annual General Meeting
corresponds to approximately 9.18 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 14 March 2018 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 2020.

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 Companies Act as follows:

The amount of shares to be issued shall not exceed 14,000,000 shares, which on
the day of the Annual General Meeting corresponds to approximately 9.18 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 14 March 2018 to decide on the issuance of shares as well
as the issuance of 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 2020.

Authorising the Board of Directors to decide on donations

The Annual General Meeting authorised the Board of Directors to decide on one or
several donations, for charitable or corresponding purposes, in the amount of up
to EUR 200,000 in the aggregate.

The Annual General Meeting authorised the Board of Directors to decide on the
donation of the Vita Nuova outdoor sculpture by artist Pekka Jylhä, with a book
value of approximately EUR 97,000, to Uuden Lastensairaalan Tukisäätiö sr for
charitable purposes.

The Board of Directors was authorised to decide on the timing and other terms of
the above-mentioned donations. The authorisations are valid until the end of the
next Annual General Meeting.

Helsinki, 13 March 2019

CapMan Plc

Additional information:

Tiina Halmesmäki, General Counsel, tel. + 358 40 590 1043

DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
www.capman.com

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

Attachments: