2007-03-29 10:31:00 CEST

2007-03-29 10:31:00 CEST


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CapMan - Decisions of general meeting

Decisions adopted by CapMan Plc's Annual General Meeting


CapMan Plc, Stock Exchange Release

Decisions adopted by CapMan Plc's Annual General Meeting                        

CapMan Plc's Annual General Meeting (AGM) was held today in Helsinki. The       
meeting confirmed the 2006 financial statements and granted discharge from      
liability to the Board of Directors and the CEO for the 2006 financial year. The
AGM decided that a dividend of EUR 0.12 per share will be distributed to the    
shareholders for the 2006 financial year. The record date for the payment of    
dividend is 3 April 2007, and the dividend will be paid on 12 April 2007. The   
AGM approved the proposals of the Board of Directors as they were.              

The members of the Board of Directors and the organisation of the Board         

The AGM decided that the Board consists of six members. Tapio Hintikka, Lennart 
Jacobsson, Urban Jansson, Teuvo Salminen and Ari Tolppanen will continue as     
Board members. Sari Baldauf was elected as new member to the Board of Directors.
Immediately after the AGM, the organisation meeting of the Board was held and   
Ari Tolppanen was elected as Chairman of the Board and Teuvo Salminen as Vice   
Chairman of the Board. In the same meeting the Board evaluated the independence 
of the Board members from CapMan Plc and its largest shareholders. The Board    
concluded that Sari Baldauf, Tapio Hintikka, Urban Jansson and Teuvo Salminen   
are independent of the company.	                                                

The compensation of the Board members 
                                          
The members of the Board will be paid the following monthly compensations: EUR  
3,500 to the Chairman and Vice Chairman and EUR 3,000 to members. Compensation  
will not be paid for those Board members that are employed by CapMan Group.     
Reasonable travel expenses will be compensated for all Board members.           

Auditors                                                                        

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

Amendments to the Articles of Association                                       

The AGM resolved to amend the Company's Article of Association as follows:      
•   the provisions regarding minimum and maximum share capital and nominal value
of the shares were removed,                                                     
•   the provisions regarding the record date were removed,                      
•   the provisions on signing for the company were amended to conform with the  
terminology of the Finnish Companies Act effective as of 1 September 2006 (“new 
Companies Act”), and the new provision whereby the Board may authorize specified
persons to sign for the company was added,                                      
•   the list of agenda items of the Annual General Meeting was amended to       
conform with the terminology in the new Companies Act, and the Meeting shall be 
held annually no later than at the end of June                                  
•  the provisions on the notice were amended to the effect that it must be      
published no earlier than three months prior to the Meeting, and that the notice
of Meeting must be published in the newspaper determined by the Board,          
•   the provisions regarding the shareholder's obligation to purchase shares    
were removed to the extent that the provisions have been applicable to          
situations where A- or B-shares are subject to public trading, and replaced with
a reference to the provisions of the existing Securities Markets Act and those  
regarding a mandatory bid. The provisions regarding the obligation to purchase  
shares in situations where the Securities Markets Act is not applicable remained
unchanged, with the exception that the provision on the calculation of the      
portion of votes of more than one shareholder under the purchase obligation was 
changed to conform with the Securities Markets Act.                             

The amended Articles of Association are in full on CapMan's website at          
http://www.capman.com/En/AboutCapMan/CorporateGovernance/ArticlesofAssociation/ 

Authorizations of the Board of Directors                                        

The AGM authorized the Board of Directors to resolve to issue the maximum of    
20,000,000 either newly issued B-shares or reissue existing B-shares of the     
Company, or to issue stock options and other entitlements referred to in the    
Finnish Companies Act chapter 10, paragraph 1, and to determine the terms and   
conditions related to these issues.                                             

In addition, the AGM authorized the Board of Directors to repurchase the maximum
of 8,000,000 of the Company's own B-shares by using the Company's unrestricted  
shareholders equity. The repurchases will be carried out through public trading 
on the Helsinki Stock Exchange, whereby the shares will be repurchased in       
another proportion than according to the holdings of the shareholders. The      
repurchase price must be based on the market price of the Company's shares in   
public trading.                                                                 

Both authorizations shall expire on 30 June, 2008.                              

The recording of the share subscription prices pertaining to the Company's      
outstanding stock option rights in the Company's invested unrestricted          
shareholders equity                                                             

The AGM decided that the share subscription prices to be accrued from share     
subscriptions pertaining to the Company's stock option plans shall be recorded  
in the Company's invested unrestricted shareholders equity. The General Meetings
of shareholders of the Company has approved the two plans on 29 August 2000 and 
on 29 March 2003 respectively. At the end of February 2007 there were 4.2       
million outstanding stock options related to the aforementioned stock option    
plans, and their subscription prices total at maximum EUR 3.5 million, taking   
the dividend payment for the year 2006 in to account.                           


Additional information:                                                         
Olli Liitola, CFO, CapMan Plc, tel. +358 9 6155 8306 or +358 40 605 040         


CAPMAN PLC                                                                      


Jerome Bouix                                                                    
Partner                                                                         
Fundraising, IR and Communications                                              


Distribution:                                                                   
Helsinki Exchanges                                                              
Principal media                                                                 
www.capman.com                                                                  

CapMan                                                                          
CapMan is one of the leading private equity investors in the Nordic countries   
and manages Nordic buyout, mezzanine, technology, life science and real estate  
funds with approximately EUR 2.9 billion in total capital. Each investment area 
has a dedicated team and altogether CapMan employs around 100 people in         
Helsinki, Stockholm, Copenhagen and Oslo. Established in 1989, CapMan has strong
experience as a fund manager and as a partner for investors and entrepreneurs.  
To date CapMan has made over 150 Nordic investments and over 90 exits. The      
current portfolio encompasses over 60 companies with an aggregate turnover of   
approx. EUR 2.7 billion and aggregate personnel of 17,000 people. The latest    
investments are made in Finnish Novintel Oy, Danish ScanJour A/S, Swedish       
QuickCool AB and Norwegian InfoCare ASA. In addition, CapMan has invested in 27 
real estate assets and exited from 22. The B shares of CapMan Plc are listed on 
the Main List of the Helsinki Stock Exchange since 2001. www.capman.com