Caldwell Door


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FOR IMMEDIATE RELEASE

Caldwell Partners' Shareholders Reject Transfer of 75% of Stated Capital to Contributed Surplus

Toronto, Ontario - February 21, 2012 – Retained executive search firm The Caldwell Partners International Inc. (TSX: CWL) announced that at a meeting held yesterday afternoon, its shareholders rejected a resolution to reduce the Stated Capital of its Common Shares by 75%. Had the resolution passed, approximately $12 million of Stated Capital would have been reclassified as Contributed Surplus. As a result of this rejection, 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.

"The rejection of this resolution by shareholders is both surprising and disappointing. Heading into the meeting, based on proxy results from 42% of shares eligible to vote, 99.7% of shareholders were in favour if this restatement, which would have allowed the Company to declare a dividend, " said G. Edmund King, chairman of the board. "However, with 65% of shares represented in person or by proxy at the meeting, the final outcome was 66.4% in favour, just short of the 66.7% majority required for the motion to carry. It should be noted that 35% of the shares eligible to vote did not do so.

"Since embarking on its expansion into the United States, the Company has performed well and achieved its goals. We believe that the Company is now in a position to pay, and has sufficient cash flow to support, a dividend. With this resolution now rejected, we are simply not permitted to pay dividends," Mr. King said.

Commenting further on the rejection of the resolution, Mr. King noted that "In addition to being able to reinstitute a dividend, we sought the reduction in Stated Capital to provide our directors with full flexibility to determine in the future how our funds could best be deployed to create value for all of our shareholders."

About Caldwell Partners

Caldwell Partners is one of North America's premier providers of executive search and has been for 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 and partners across North America, and a strategic presence in London, the firm takes pride in delivering an unmatched level of service and expertise to its clients.

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

For further information, please contact:
Karen Richards, CA
Chief Financial Officer
The Caldwell Partners International
krichards@caldwellpartners.com
416-934-2228