Stock exchange release - 9 April 2003

Decisions adopted by CapMan Plc's Annual General Meeting

CapMan Plc’c Annual General Meeting (AGM) was held today in Helsinki. The meeting confirmed the 2002 financial statements and granted discharge from liability to the Board of Directors and the CEO for to 2002 financial year. In accordance with the proposal of the Board of Directors, the AGM decided that a dividend of EUR 0.10 per share will be distributed to the shareholders for the 2002 financial year. The record date for the payment of dividend is 14 April 2003, and the dividend will be paid on 23 April 2003. The AGM approved the proposals of the Board of Directors to lower the share capital, to authorise the Board to increase the Company’s share capital and to acquire and transfer the Company’s own shares, to issue new stock options (2003 stock options) and to amend the conditions of warrant scheme 2000.

The AGM decided that the Board consists of five members. Mr. Lauri Koivusalo, Managing Director of LEL Employment Pension Fund, Mr. Teuvo Salminen, Executive Vice President of Jaakko Pöyry Group Oyj, Mr. Ari Tolppanen, CEO of CapMan Plc and CapMan’s Senior Partners Mr. Lennart Jacobsson and Mr. Vesa Vanha-Honko will continue as Board members. Immediately after the AGM, the organisation meeting of the Board was held and Mr. Lauri Koivusalo was elected as Chairman of the Board and Mr. Vesa Vanha-Honko as Vice Chairman of the Board.

PricewaterhouseCoopers Oy, corporation of authorized public accountants, with Mr. Jan Holmberg, APA (Auditor Approved by the Central Chamber of Commerce), as the Lead Auditor, continues as the Company’s Auditors. Ms. Terja Artimo, APA, will act as Mr. Holmberg’s deputy.

The members of the Board will be paid the following monthly compensations: EUR 2,000 to the Chairman and EUR 1,600 to the Vice Chairman and to members. In addition 100,000 warrants will be issued to the Chairman of the Board and 50,000 warrants to members. Half of the warrants are 2000A warrants and half of the warrants are 2000B warrants. The compensation will not be paid and the warrants will not be granted for those Board members that are employed by CapMan Group.

Decision to lower the share capital

The AGM decided to lower the Company’s share capital from EUR 756,946.30 by EUR 10,130 to EUR 746,816.30 by invalidating 1,013,000 CapMan Plc’s B shares. The invalidated shares were acquired through public trading based on the authorisation given to the Board of Directors. After the invalidation the total number of CapMan B shares is 66,681,630.

Authorisation for increasing the share capital

The AGM authorised the Board of CapMan Plc to decide on increasing the share capital regardless of the former shareholders’ subscription privilege by new subscription or by a convertible loan agreement in one or more instalments as well as to decide on the more detailed conditions of the authorised directed share issue or the convertible loan agreement. Based on this authorisation, the share capital of the Company can be increased by a maximum of EUR 35,000 by issuing a maximum of 3,500,000 new B shares at a nominal value of EUR 0.01 in one lot or in instalments, based on a new directed share issue or a convertible loan. The authorisation is valid for one year from the resolution.

Authorisation for the acquisition and transfer of the Company's own shares

The AGM authorised the Board to resolve upon purchasing the maximum amount of 3,500,000 of the Company’s own B shares at a nominal value of EUR 0.01 by using the distributable equity of the Company. The total nominal value of the B shares owned by the Company and affiliated companies, or the number of votes they entitle to may not exceed 5% of the share capital of the Company or the total number of votes. The authorisation is valid for one year from the resolution.

Stock options 2003

The AGM decided, in deviation from the shareholders’ pre-emptive right to subscription, to approve the granting of warrants to key persons within the CapMan Group, and to members of the Board of the Company, as well as to subsidiaries fully owned by the Company (warrant scheme 2003). The terms of the scheme are presented below and in detail in attachment 1. The warrants are intended to be a part of the incentive and commitment program for key persons and the Board members within the CapMan Group.

A total number of 1,250,000 warrants will be issued. The share capital of the Company may be increased by a maximum of EUR 12,500 and the number of shares by a maximum of 1,250,000 new B-shares as a result of the share subscriptions from the 2003 warrants.

The warrants will be marked with the symbols 2003A and 2003B and they will be gratuitously distributed to key persons within the CapMan Group or to key persons recruited to the CapMan Group and to the members of the Board of the Company. The Annual General Meeting of Shareholders shall annually decide on the number of warrants to be distributed to the members of the Board when deciding upon the remuneration for Board members. The Board of Directors shall decide on the distribution of warrants to all others, who are not members of the Board. A total maximum number of 125,000 warrants will be issued to the Board members.

The share subscription price for stock option 2003A option shall be the trade volume weighted average price of the CapMan B-share traded on the Helsinki Stock Exchange during the period 1 December - 31 December 2003 and for the 2003B stock option the trade volume weighted average price of CapMan's B-share traded on the Helsinki Stock Exchange during the period 1 June - 30 June, 2004. The subscription period for the stock option 2003A shall be 1 October 2006 - 31 October 2008 and for 2003B it shall be 1 October 2007 - 31 October 2009.

The warrants now issued constitutes a maximum of 1.65% of the Company's shares and 0.84% of the voting rights attached to the shares after the potential share capital increase.

Amendment of the conditions of the warrants 2000

The AGM decided to amend the terms and conditions of the warrants 2000 in a way that option rights can be issued without consideration and in deviation from the shareholders’ pre-emptive right to subscription also to members of the Board of Directors. The amended section of the 2000 warrant scheme is presented in attachment 2.

ATTACHMENT 1: CAPMAN PLC 2003 STOCK OPTION TERMS AND CONDITIONS

 

I STOCK OPTION TERMS AND CONDITIONS

1. Number of Stock Options

The number of stock options issued will be 1,250,000, which entitle to subscribe for a total of 1,250,000 B-shares in CapMan.

2. Stock Options

Of the stock options 625,000 will be marked with the symbol 2003A and 625,000 will be marked with the symbol 2003B. The persons to whom stock options will be distributed will be notified in writing by the Company about the offer of stock options. The stock options are considered to be distributed to the recipient when he/she has accepted the offer of the Company in writing. Stock option certificates shall, upon request, be delivered to the stock option owner at the start of the

relevant share subscription period, unless the stock options have been transferred to the book-entry securities system.

 

3. Right to Stock Options

The stock options shall, with deviation from the shareholders’ pre-emptive right to subscription, be gratuitously granted to the key persons of the CapMan Group and to the members of the Board of Directors, as well as to a wholly owned subsidiary of CapMan. It is proposed that the shareholders’ pre-emptive right to subscription be deviated from since the stock options are intended to form part of the CapMan Group’s incentive and commitment program for the key persons.

 

4. Distribution of Stock Options

The Board of Directors shall decide on the distribution of the stock options to the key persons of the CapMan Group and to a wholly owned subsidiary of CapMan. A wholly owned subsidiary of CapMan shall be distributed stock options to such extent that the stock options are not distributed to key persons of the CapMan Group and, by the resolution of the General Meeting of Shareholders of CapMan, to the members of the Board of Directors. The Board of Directors shall later on decide upon the further distribution of the stock options granted to the wholly owned subsidiary of CapMan, to the key persons employed by or to be recruited by the CapMan Group. The General Meeting of Shareholders of CapMan shall annually decide on the numbers of stock options to be distributed from the wholly owned subsidiary of CapMan to the members of the Board of Directors when deciding upon the remunerations to be paid to the members of the Board of

Directors.

 

5. Transfer of Stock Options and Obligation to Offer Stock Options

The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock option owner has the right to acquire the possession of the stock options when the relevant share subscription period begins. The stock options are freely transferable, when the relevant share subscription period has begun. Should the stock option owner transfer his/her stock options, such person is obliged to inform the Company about the transfer in writing without delay. The Board of Directors may, as an exception to the above, permit the transfer

of stock options also before such date. Should a stock option owner cease to be employed by or in the service of the CapMan Group, for any other reason than the death of the employee, or the statutory retirement of the employee in

compliance with the employment contract, or the retirement of the employee otherwise determined by the Company, before 1 October 2007, such person shall, without delay, offer to the Company or its order, free of charge, such stock options for which the share subscription period, in accordance with Section II.2, had not begun on the last day of such person’s employment or service. The Board of Directors can, however, in the above-mentioned cases, decide that the stock option owner is entitled to keep such stock options or a part of them, which are under offering obligation. This

obligation is not, however, applicable to those members of the Board of Directors who are not fulltime employed by the Company or in the service of the Company.

 

Regardless of whether the stock option owner has offered his/her stock options to the Company or not, the Company is entitled to inform the stock option owner in writing that the stock option owner has lost his/her stock options on the basis of an above- mentioned reason. Should the stock options be transferred to the book-entry securities system, the Company has the right, regardless of whether or not the stock options have been offered to the Company, to request and get transferred all such stock options, for which the share subscription period had not begun, from the stock option owner’s bookentry account to the book-entry account appointed by the Company without the consent of the stock

option owner. In addition, the Company is entitled to register transfer restrictions and other respective restrictions concerning the stock options to the stock option owner’s book-entry account without the consent of the stock option owner.

 

II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to Subscribe New Shares

Each stock option entitles its owner to subscribe for one (1) CapMan B-share. The nominal value of each share is EUR 0.01. As a result of the subscriptions the share capital of CapMan may be increased by a maximum of EUR 12,500 and the number of shares by a maximum of 1,250,000 new B-shares. A wholly owned subsidiary of CapMan shall not be entitled to subscribe shares in CapMan on the basis of the stock options.

 

2. Share Subscription and Payment

The share subscription period shall be:

for stock option 2003A 1 October 2006 – 31 October 2008 and

for stock option 2003B 1 October 2007 – 31 October 2009.

The share subscription shall take place at the head office of CapMan or possibly at another location to be determined by the Company at a later date. The subscriber shall transfer the respective stock option certificates with which he/she subscribes shares to the Company, or in case the stock options have been transferred to the book-entry securities system, the stock options with which shares have been subscribed shall be deleted from the subscriber’s book-entry account. Payment for shares subscribed shall be effected upon subscription to the bank account appointed by the Company. The Company shall decide on all measures concerning the share subscription.

 

3. Share Subscription Price

The share subscription price shall be:

for stock options 2003A the trade volume weighted average quotation of the CapMan B-share on the Helsinki Exchanges between 1 December and 31 December 2003 and for stock options 2003B the trade volume weighted average quotation of the CapMan B-share on the Helsinki Exchanges between 1 June and 30 June 2004. From the share subscription price of stock options shall, as per the dividend record date, be deducted the amount of the dividend decided after the beginning of the period for determination of the share subscription price but before share subscription. The share subscription price shall nevertheless always amount to at least the no minal value of the share.

 

4. Registration of Shares

Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber.

 

5. Shareholder Rights

Dividend rights of the shares and other shareholder rights shall commence when the increase of the share capital has been entered into the Trade Register.

 

6. Share Issues, Convertible Bonds and Stock Options before Share Subscription

Should the Company, before the share subscription, increase its share capital through an issue of new shares, or issue of new convertible bonds or stock options, a stock option owner shall have the same right as or an equal right to that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription price or both of these. Should the Company, before the share subscription, increase its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed by virtue of stock options remains unchanged. If the new number of shares that can be subscribed for by virtue of one stock option should be a fraction, the fractional part shall be taken into account by reducing the subscription price.

 

7. Rights in Certain Cases

If the Company reduces its share capital before the share subscription, the subscription right accorded by the terms and conditions of the stock options shall be adjusted accordingly as specified in the resolution to reduce the share capital.

If the Company is placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his subscription right before the liquidation begins within a period of time determined by the Board of Directors.

If the Company resolves to merge in another company as the company being acquired or in a company to be formed in a combination merger or if the Company resolves to be divided, the stock option owner shall, before the merger or division, be given the right to subscribe for the shares with his/her stock options within a period of time determined by the Board of Directors. After such date no subscription right shall exist. In the above situations the stock option owner has no right to

require that the Company redeems the stock options from him/her for market value. If the Company, after the beginning of the share subscription period, resolves to acquire its own shares by an offer made to all shareholders, the stock option owners shall be made an equivalent offer. In other cases acquisition of the Company’s own shares does not require the Company to take any action in relation to the stock options.

 

In case, before the end of the share subscription period, a situation, as referred to in Chapter 14 Section 19 of the Finnish Companies Act, in which a shareholder possesses over 90% of the shares of the Company and therefore has the right and obligation to redeem the shares of the remaining Shareholders, or a situation, as referred to in Chapter 6 Section 6 of the Finnish Securities Market Act, or a situation, as referred to in Section 16 in the Articles of Association, arise, stock option owners shall be entitled to use their right of subscription by virtue of the stock option within a period

of time determined by the Board of Directors. If the nominal value of the share is changed while the share capital remains unchanged, the share subscription terms and conditions of the stock options shall be amended so that the total nominal

value of the shares available for subscription and the total share subscription price remain the same. Converting the Company from a public company into a private company shall not affect the terms and conditions of the stock options.

 

III OTHER MATTERS

The laws of Finland shall be applied to these terms and conditions. Disputes arising in relation to the stock options shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce.

 

The Board of Directors may decide on the transfer of the stock options to the book-entry securities system at a later date and on the resulting technical amendments to these terms and conditions, as well as on other amendments and specifications to the terms and conditions, which are not considered essential. Other matters related to the stock options are decided on by the Board of Directors. The stock option documentation is kept available for inspection at the head office of CapMan.

 

The Company is entitled to withdraw the stock options, which have not been transferred, or with which shares have not been subscribed, free of charge, if the stock option owner acts against these terms and conditions, or against regulations given by the Company on the basis of these terms and conditions, or against applicable law, or against regulations by authorities.

 

These terms and conditions have been made in Finnish and English. In case of any discrepancy between the Finnish and English terms and conditions, the Finnish terms and conditions are decisive.

 

 

ATTACHMENT 2: Amended terms and conditions of warrant scheme 2000

The AGM accepted the amendment of the terms and conditions of the warrants 2000 in a way that option rights can be issued without consideration and in deviation from the shareho lders’ preemptive right to subscription also to members of the Board of Directors. Prior to the amendment it has, according to the warrants 2000, been possible to issue the warrants only to the key personnel (employees) of the CapMan Group and to a wholly-owned subsidiary of CapMan Plc. After the approval of the amendment to terms and conditions, Section 3 of the company’s warrants 2000 shall read as follows:

 

“3 Right to warrants

The warrants shall, in deviation from the shareholders’ pre-emptive right to subscription, be issued

to key personnel of the CapMan Group and to members of the Board of Directors, and to a whollyowned

subsidiary of CapMan Plc. It is proposed that the shareholders’ pre-emptive right to

subscription be deviated from since the warrants are intended to form part of the Group’s incentive

and commitment program for the key personnel and the members of the Board of Directors. The

Annual General Meeting shall decide on the amount of the warrants to be distributed annually to the

members of the Board of Directors when deciding on the compensation of the members of the Board

of Directors. The maximum number of the warrants to be issued to members of the Board of

Directors is 263,500.”

   

‹ Takaisin edelliselle sivulle