AMANDA CAPITAL PLC STOCK EXCHANGE RELEASE
16 February 2011
NOTICE OF THE ANNUAL GENERAL MEETING
The shareholders of Amanda Capital Plc are convened to the company’s Annual General Meeting (AGM), which will be held on Wednesday 16 March 2011 at 5.00 p.m. at Hotel Scandic Marski, address Mannerheimintie 10, Helsinki. The reception of the persons who have registered for the meeting will begin at 4.00 p.m., from which time coffee will also be served.
A. Matters on the agenda of the AGM
At the AGM, 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 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. Presentation of the annual accounts, comprising the consolidated annual accounts, report of the Board of Directors and auditors’ report for the year 2010
7. Presentation of the review by the CEO
8. Adoption of the annual accounts
9. Resolution on the use of the profit shown on the balance sheet
The Board of Directors proposes to the AGM that the result for the financial period be entered in the profit and loss account and that no dividend be paid out.
10. Resolution on the discharge of the members of the Board of Directors, the CEO and the substitute for the CEO from liability
11. Resolution on the number of members of the Board of Directors
12. Election of the members of the Board of Directors
As a part of the transaction published by Amanda on 21.12.2010, the company’s Board of Directors proposes that Georg Ehrnrooth be elected to the Board of Directors, for the period ending at the end of the next annual general meeting.
13. Resolution on the remuneration of the members of the Board of Directors
14. Resolution on the remuneration of the auditor
The Board of Directors proposes that the auditor to be elected be paid remuneration according to the auditor's invoice in compliance with principles approved by the Board of Directors.
15. Election of auditor
The shareholders elect the auditor at the AGM for a one-year period.
The Board of Directors proposes that Authorised Public Accountants Ernst & Young Oy be re-elected auditor of the company. The auditor with main responsibility, named by Ernst & Young Oy, is Ulla Nykky, APA.
16. Approval of a corporate transaction and authorising the Board of Directors to decide on the issuance of shares
The company has concluded an agreement with the shareholders of Advium Corporate Finance Ltd (”Advium”), the shareholders of eQ Asset Management Group Ltd (”eQ AMG”) and the holders of eQ AMG’s (as loan receiver) convertible bond on the purchase of Advium’s and eQ AMG’s shares and eQ AMG’s (as loan receiver) convertible bond (“Corporate Transaction”). In accordance with the terms of the agreement, the execution of the Corporate Transaction requires that the Board of Directors decide, based on an authorisation for a the issuance of shares by the AGM, to offer to the shareholders of Advium and eQ AMG as well as the holders of eQ AMG’s (as loan receiver) convertible bond a total of 10 302 605 new shares in the company for subscription (”Consideration Shares” or ”Shares”) as consideration for all the shares of Advium and eQ AMG and the convertible note of eQ AMG (as loan receiver).
The Board of Directors proposes that the AGM approve the Corporate Transaction and authorise the Board to decide on a share issue.
It is proposed that the authorisation comprise a maximum total of 10 302 605 new shares. The subscription price of a share is EUR 1.41. The amount of the proposed authorisation corresponds to about 45.3% of all the company shares at the date of the notice of the meeting and 31.2% of the shares of the company after the execution of the corporate acquisition. It is proposed that the authorisation be used for carrying out the Corporate Transaction. It is further proposed that the authorisation comprise the right of the Board to decide on all other terms of the share issue, including those who receive the shares and the right to decide if the subscription price is entered in the reserve for invested non-restricted equity fully or in part or as an increase of the share capital. Thereby the authorisation also comprises the right to issue shares in a directed manner, i.e. deviating from the shareholders’ pre-emptive right to subscribe for shares based on the preconditions set by law.
The authorisation will not replace any previous authorisations for the issuance of shares, which will remain in force, and it is proposed that the new authorisation remain valid till 31 July 2011.
17. Amendment of the Articles of Association, amendment of the section concerning the field of activity
The Board of Directors proposes to the AGM that the section of the Articles of Association concerning the field of activity be amended as follows:
The company’s field of activity is to own and manage shares, other securities and real estate as well as to engage in securities trading and other investment operations. The company takes care of the centralised administrative duties of the investment firms, fund management companies and other companies belonging to the Group.
18. Closing of the meeting
B. Documents of the AGM
The above mentioned proposals of the Board of Directors and shareholders on the agenda of the AGM, the annual accounts, report of the Board of Directors and auditors’ report of Amanda Capital Plc as well as this notice will be available to shareholders on Amanda Capital Plc's website at www.amandacapital.fi on 17 February 2011 at the latest. Amanda Capital Plc’s Annual Report, containing the company’s annual accounts, the report of the board of directors and the auditors’ report, will be available on said website on 17 February 2011 at the latest. The proposals of the Board of Directors and shareholders for resolutions and the documents on the annual accounts will also be available at the AGM, and copies of them and of this notice will be sent to shareholders upon request.
C. Instructions to the participants of the AGM
1. Right to participate and registration
A shareholder who has on 4 March 2011 been registered in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the AGM. A shareholder whose shares are registered in his/her personal book-entry account in Finland is registered in the shareholders' register of the company.
A shareholder who wishes to participate in the AGM shall register for the meeting no later than on 11 March 2011 at 3 p.m., by which time the company shall have received the notice. Such notice can be given
- in writing to Amanda Capital Plc, AGM 16 March 2011, P.O.Box 896, 00101 Helsinki,
- by telephone Mon. to Fri, 10.00 a.m. to 4.00 p.m. +358 9 6829 600,
- by fax to +358 9 6829 6020, or
- by e-mail to yhtiokokous@amandacapital.fi.
In connection with the registration, a shareholder shall notify his/her name, personal ID number or business ID, address, telephone number, and the name of a possible proxy representative and/or assistant. The personal details given by the shareholder to the company are only used in connection with the AGM and the related necessary registrations.
Pursuant to chapter 5 section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the AGM has the right to ask questions on the matters to be considered at the meeting.
2. Use of proxy representative and powers of attorney
A shareholder may participate in the AGM and exercise his/her rights at the meeting by way of proxy representation. A shareholder and his/her proxy representative may have an assistant at the AGM. A proxy representative shall produce a dated proxy document or otherwise demonstrate his/her right to represent the shareholder at the AGM in a reliable manner. If a shareholder participates in the AGM through several proxy representatives, who represent the shareholder with shares in different book-entry accounts, the shareholder shall, in connection with registration, notify the shares on the basis of which each proxy representative represents the shareholder. Any proxy documents should be sent to Amanda Capital Plc to the above-mentioned registration address as e-mail attachment (e.g. pdf), by fax or by mail before the last registration date.
3. Holders of nominee registered shares
If a holder of nominee registered shares has the right to be entered in the shareholders’ register on the AGM record date, i.e. 4 March 2011, the shareholder may, according to the instructions of his/her custodian bank, request that he/she is temporarily entered in the company's shareholders' register for participation in the AGM on 11 March 2011 at 10.00 a.m. at the latest. A holder of nominee registered shares is deemed to have registered for the AGM, if he/she has been announced for temporary registration in the shareholders’ register as described above. A holder of nominee registered shares is advised to request his/her custodian bank well in advance for the necessary instructions regarding the temporary registration in the shareholders' register of the company, the issue of proxy documents and registration for the AGM.
4. Other instructions and information
On the date of this notice, the total number of Amanda Capital Plc's shares and votes is 22 767 746.
The company does not hold any own shares.
Helsinki, 16 February 2011
AMANDA CAPITAL PLC
BOARD OF DIRECTORS
Amanda Group is a private equity management company. Its parent company is the first publicly listed private equity fund of funds in Scandinavia. Amanda has investments in 24 private equity funds and in four funds of funds under Amanda's own management.
Amanda Group offers asset management, investment advice, administrative and reporting services to 13 investment portfolios. Investments from these portfolios have been made in more than 190 private equity funds in Europe, the U.S., Asia and Russia in the amount of EUR 2.6 billion (original investment commitments).