Caldwell Partners Plans Special Meeting of Shareholders to Seek Approval to Transfer 75% of Stated Capital to Contributed Surplus, Allowing for Dividend Payments

TORONTO, Feb. 21, 2012 /CNW/ - Retained executive search firm The Caldwell Partners International Inc. (TSX: CWL) today announced that it will be calling a special meeting of shareholders to be held on May 1, 2012. The purpose of this meeting is to seek shareholder approval of the transfer of 75% of Stated Capital to Contributed Surplus, thus allowing the Company to recommence paying a regular dividend.

On February 9, 2012, shareholders very narrowly defeated the same resolution. Had that resolution passed, approximately $12 million of Stated Capital would have been reclassified as Contributed Surplus. As a result of this rejection by shareholders, the Company remains unable to consider declaring a dividend or making application to the Toronto Stock Exchange for approval of a Normal Course Issuer Bid.

Board Chairman G. Edmund King commented, "While those 42 percent of shareholders who voted by proxy in advance of the meeting overwhelmingly supported this resolution which would have allowed the Company to declare a dividend, the resolution failed by the slimmest of margins based on additional votes cast in person at the meeting. As a result, the Board of Directors has had to delay its plans to reinstate a regularly quarterly dividend. While future dividend payments would, of course, be considered quarterly and declared by the Board based on financial results and cash flow requirements of the Company at the time, it was fully our intention to declare a 1.5 cent per share quarterly dividend had this resolution passed. Based on today's market price for our shares, that would have equated to about a 10 percent annualized yield."

Mr. King added, "Had only an additional 0.3 percent of shareholders voted in favour, the resolution would have passed. 35 percent of our shareholders did not cast their ballots and we feel they must have a second opportunity to be heard as this very important resolution is considered for a second time."

About Caldwell Partners

Caldwell Partners is one of North America's premier providers of executive search and has been for over 40 years. As one of the region's most trusted advisors in executive search, the firm has a sterling reputation built on successful searches for boards, chief and senior executives, and selected functional experts.

With offices in Vancouver, San Francisco, Los Angeles, Dallas, Calgary, Atlanta, Toronto, Stamford, New York City, and a strategic presence in London and Hong Kong, the firm takes pride in delivering an unmatched level of service and expertise to its clients.

Caldwell Partners' Common shares are listed on The Toronto Stock Exchange (TSX: CWL). Please visit our website at www.caldwellpartners.com for further information.

Forward-Looking Statements

Forward-looking statements in this document are based on current expectations that are subject to significant risks and uncertainties. Actual results might differ materially due to various factors such as the competitive nature of the executive search industry, the ability of the company to execute its growth strategies, the performance of the Canadian domestic and international economies, and the company's ability to retain key personnel. The Caldwell Partners assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.

Karen Richards, CA

Chief Financial Officer
The Caldwell Partners International
[email protected] 
+1.416.934.2228