AMANDA CAPITAL PLC STOCK EXCHANGE RELEASE
14 March, 2010
DECISIONS OF THE ANNUAL GENERAL MEETING OF AMANDA CAPITAL PLC
The Annual General Meeting of Amanda Capital Plc, held today in Helsinki,
handled the following matters:
The Financial Statement of Amanda Capital Group for year 2009 was approved and
the Board of Directors and the CEO were discharged from the liability for the
financial period.
Resolution on the use of the profit shown on the balance sheet and the payment
of dividends
According to the proposal of the Board of Directors it was decided that the loss
of EUR -4.417.616,72 for the financial period will be entered in the profit and
loss account and that no dividend will be paid out.
Composition of the Board of Directors and remuneration
The following persons were re-elected to the Board of Directors for the next
term of office: Peter Fagernäs, Esa Karppinen, Pertti Laine, Petri Niemisvirta
and Topi Piela. In its organising meeting immediately following the Annual
General Meeting, the Board of Directors elected Topi Piela as the Chairman of
the Board.
The Annual General Meeting decided that a remuneration of EUR 2 000 per month
will be paid to the Chairman of the Board and EUR 1 000 per month will be paid
to the members of the Board of Directors.
Auditor
The Authorised Public Accounting Firm Ernst & Young Oy, with Kunto Pekkala, APA,
as the auditor in charge was appointed as auditor of the company. It was also
decided that the auditors are paid remuneration according to invoices sent by
the auditors.
Proposal by the Board on an amendment to the Articles of Association
Annual General Meeting decided to change section 9 of the Articles of
Association to be amended as follows
9 §
Notice of a General Meeting shall be delivered to the shareholders no earlier
than three (3) months and no later than three (3) weeks prior to the meeting,
but always at least nine (9) days prior to the general meeting record date, by
publishing the notice on the company website and as a stock exchange release. In
order to attend a General Meeting, a shareholder shall inform the company of
attendance no later than on the date mentioned in the notice of the meeting,
which is determined by the Board of Directors. This date may not be earlier than
ten (10) days prior to the meeting.
The authorisation of 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 a maximum of 11,000,000 shares through the issuance of shares and/or
special rights entitling to shares, referred to in chapter 10 section 1 of the
Limited Liability Companies Act, in one or several instalments. The Board may
decide to issue either new shares or own shares already held by the company. The
maximum amount of the proposed authorisation corresponds to approximately 48.3%
of all the company shares at the date of the notice of the AGM. It is proposed
that the authorisation be used for financing and carrying out possible business
acquisitions or other arrangements, for consolidating the company's balance
sheet and financing position, for carrying out commitment and incentives schemes
for the personnel or for other purposes decided by the Board of Directors. It is
further proposed that the authorisation comprise the right of the Board of
Directors to decide on all the terms of the share issue and the issuance of
special rights according to chapter 10 section 1 of the Limited Liability
Companies Act, including the persons who will receive the shares or special
rights entitling to shares and the amount of the consideration to be paid.
Therefore, the authorisation comprises the right to issue shares or special
rights in deviation from the shareholders' pre-emptive rights (directed issue),
as set out by law. It was decided that this authorisation cancels previous
corresponding authorisations and be in force until 31 December 2011.
The authorisation of the Board of Directors to acquire and transfer the
company's own shares
The Annual General Meeting authorised the Board to acquire and transfer the
company's own shares subject to the following provisions:
The Board of Directors can repurchase a maximum of 2,200,000 company shares with
means included in the company's unrestricted equity so that the company together
with its subsidiaries at no time holds or holds as pledge more than 10 per cent
of all the company shares. Shares may be acquired for developing the company's
capital structure, for nullification or for use in accordance with possible
personnel incentive and compensation schemes or as consideration in business
acquisitions and other arrangements. The shares shall be repurchased at a market
price formed in public trading at Nasdaq OMX Helsinki Oy. The repurchase may be
made otherwise than in proportion to the shareholdings of the shareholders
(directed repurchase), provided that the company has a weighing financial reason
for doing so. It was decided that this authorisation cancels previous
corresponding authorisations and be in force 18 months from the date of the
decision.
Authorising the Board of Directors to decide on possible distribution of assets
from the reserve for invested unrestricted equity
The Annual General Meeting authorised the Board of Directors to, at its
discretion, decide on the distribution of assets from the reserve for invested
unrestricted equity on the following terms:
- The assets to be repaid based on the authorisation may amount to a maximum of
EUR 0.05 per share.
- The repayment of capital may be distributed in one or several instalments.
- Based on the authorisation, the Board shall have the right to decide on all
other terms of the repayment of capital.
- The authorisation shall be in force to the following AGM.
Amanda Capital Plc
Board of Directors
Additional Information: CEO, Martin Paasi 09 6829 6011
DISTRIBUTION
OMX Nordic Exchange in Helsinki
www.amandacapital.fi
The 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 private equity investors. Investments has been made to
over 190 private equity funds in Europe, the USA, Asia and Russia totalling
original commitments of EUR 2.6 billion.
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