CapMan - Notice to general meeting

Notice to the Annual General Meeting of CapMan Plc

CapMan Plc Stock Exchange Release 4 February 2011 8.50. a.m. EET

Notice to the Annual General Meeting of CapMan Plc

Notice is given to the shareholders of CapMan Plc to the Annual General Meeting
to be held on Wednesday, 30 March 2011 at 10.00 a.m. at the address
Aleksanterinkatu 16-18 (Valkoinen Sali), 00170 Helsinki, Finland. The reception
of persons who have registered for the meeting and the distribution of voting
tickets will commence at 9.30 a.m.

A.  Matters on the agenda of the General Meeting

At the General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to 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, the report of the Board of Directors and
the auditor's report for the year 2010
-       Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board of Directors proposes to the General Meeting that a dividend of EUR
0.12 per share be paid from the distributable assets of CapMan Plc, equivalent
to a total of MEUR 10.1. The dividend shall be paid to shareholders who on the
dividend record date 4 April 2011 are recorded in the company's shareholders'
register held by Euroclear Finland Ltd. The dividend shall be paid on 11 April
2011.

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the General
Meeting that to the members of the Board of Directors to be elected be paid the
following monthly remuneration for a term of office ending at the end of the
next Annual General Meeting:

-       to the Chairman of the Board of Directors EUR 4,500,
-       to the deputy Chairman of the Board of Directors EUR 4,500, and
-       to the other members of the Board of Directors EUR 4,000 each.

The Nomination Committee of the Board of Directors furthermore proposes that for
participation in meetings of the Committees of the Board of Directors shall, in
addition to the monthly remuneration, EUR 800 per meeting be paid to each member
of the Board of Directors and that the travel expenses of the members of the
Board of Directors be compensated in accordance with the company's travel
compensation regulations.

11. Resolution on the number of members of the Board of Directors

The nomination committee of the Board of Directors proposes to the General
Meeting that the number of members of the Board of Directors shall be six (6).

12. Election of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the General
Meeting that the following individuals shall be re-elected members of the Board
of Directors for a term of office ending at the end of the next Annual General
Meeting:

-       Koen Dejonckheere,
-       Conny Karlsson,
-       Teuvo Salminen, and
-       Heikki Westerlund.

Of the current Board members Sari Baldauf and Tapio Hintikka have notified the
Company that they will not stand for re-election to the Board of Directors.

The Nomination Committee of the Board of Directors furthermore proposes that the
following individuals shall be elected new members of the Board of Directors for
the same term of office:

-       Nora Kerppola, and
-       Claes de Neergaard.

MBA Nora Kerppola (born 1964) is managing director of Nordic Investments Oy. She
has 18 years of experience in private equity investing in Europe and North
America. She has been a partner at GMT Communications in London and a partner at
Weiss, Peck & Greer Private Equity (now Robeco) in New York. Previously,
Kerppola worked at Investor International (U.S), a subsidiary of Investor AB and
affiliated with the Wallenberg family of Sweden. Kerppola started her career in
the corporate finance department of Credit Suisse First Boston.

M. Sc. (Econ.) Claes de Neergaard (born 1949) is President  of Industrifonden.
He joined the firm in February 2005. Previously, Mr. de Neergaard was Vice-
President at the European Investment Bank and Executive Director at the European
Bank for Construction and Development (EBRD). Prior to that he was the CEO at
Nordbanken Luxembourg SA. He has a long track record of Board assignments
primarily in the financial sector. He has been Chairman of Nordic Investment
Bank and is presently the Chairman of Tredje AP-fonden.

Additional information on the proposed individuals is available on CapMan Plc's
website at the address www.capman.com/ir/annual-general-meetings.

13. Resolution on the remuneration of the auditor

The Board of Directors proposes to the General Meeting that the remuneration to
the auditor to be elected be paid and reasonable travel expenses be compensated
against the auditor's reasonable invoice.

14. Election of auditor

The Board of Directors proposes to the General Meeting that
PricewaterhouseCoopers Oy, authorized public accountants, be re-elected auditor
of the company for a term of office ending at the end of the next Annual General
Meeting and that Terja Artimo, APA, be re-elected deputy auditor for the same
term of office. PricewaterhouseCoopers Oy has notified that Mikko Nieminen, APA,
would act as responsible auditor.

15. Authorizing the Board of Directors to decide on the repurchase and/or on the
acceptance as pledge of the company's own shares

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide on the repurchase and/or on the acceptance as
pledge of the company's own shares as follows.

The authorization concerns only B-shares. The amount of own shares to be
repurchased and/or accepted as pledge shall not exceed 8,000,000 shares, which
corresponds to approximately 10.22 per cent of all B-shares in the company and
to approximately 9.49 per cent of all shares in the company. Only the
unrestricted equity of the company can be used to repurchase own shares on the
basis of the authorization.

Own shares can be repurchased at a price formed in public trading on the date of
the repurchase or otherwise at a price formed on the market.

The Board of Directors decides how own shares will be repurchased and/or
accepted as pledge. Shares can be repurchased using, inter alia, derivatives.
Own shares can be repurchased otherwise than in proportion to the shareholdings
of the shareholders (directed repurchase).

Own shares may be repurchased on the basis of the authorization in order to
finance or carry out acquisitions or other business transactions, in order to
develop the company's capital structure, to improve the liquidity of the
company's shares, to be disposed for other purposes, or to be cancelled. Own
shares may be accepted as pledge on the basis of the authorization in order to
finance or carry out acquisitions or other business transactions. The
authorization cannot be used for incentive schemes.

The authorization cancels the authorization given to the Board of Directors by
the General Meeting on 30 March 2010 to decide on the repurchase and/or
acceptance as pledge of the company's own shares.

The authorization is effective until the end of the next Annual General Meeting,
however no longer than until 30 June 2012.

16. Authorizing the Board of Directors to decide on the issuance of shares as
well as the issuance of special rights entitling to shares

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide on the issuance of shares and other special
rights entitling to shares referred to in chapter 10 section 1 of the Companies
Act as follows.

The authorization concerns only B-shares. The amount of shares to be issued
shall not exceed 12,000,000 shares, which corresponds to approximately 15.33 per
cent of all B-shares in the company and to approximately 14.24 per cent of all
shares in the company.

The Board of Directors decides on all the conditions of the issuance of shares
and of special rights entitling to shares. The issuance of shares and of special
rights entitling to shares may be carried out in deviation from the
shareholders' pre-emptive rights (directed issue).

The authorization can be used to finance and to carry out acquisitions or other
business transactions and investments as well as to improve the capital
structure. The authorization cannot be used for incentive schemes.

The authorization cancels the authorization given to the Board of Directors by
the General Meeting on 30 March 2010 to decide on the issuance of shares as well
as the issuance of options and other special rights entitling to shares.

The authorization is effective until the end of the next Annual General Meeting,
however no longer than until 30 June 2012.

17. Closing of the meeting





B.  Documents of the General Meeting

The proposals for the resolutions on the matters on the agenda of the General
Meeting as well as this notice are available on CapMan Plc's website at the
address www.capman.com/ir/annual-general-meetings. The annual accounts, the
report of the Board of Directors and the auditor's report as well as the annual
report of CapMan Plc, are available on the above-mentioned website no later than
from week 10. The proposals for resolutions and the other above-mentioned
documents are also available at the meeting. Copies of these documents and of
this notice will be sent to shareholders upon request. The minutes of the
meeting will be available on the above-mentioned website as from 13 April 2011
at the latest.


C.  Instructions for the participants in the General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on Friday 18 March 2011 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the General Meeting. A shareholder, whose shares are registered
on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company.

A shareholder, who is registered in the shareholders' register of the company
and who wants to participate in the General Meeting, shall register for the
meeting no later than on Friday 25 March 2011 at 10.00 a.m. by giving a prior
notice of participation, which shall be received by the company no later than on
the abovementioned date. Such notice can be given:

   a)     by sending a written notification to the company's address (CapMan
Plc, Share register, Korkeavuorenkatu 32, 00130 Helsinki)
   b)    on CapMan's website at the address www.capman.com/ir/annual-general-
meetings
   c)     by telephone to Satu Pihlajamaa at the number +358 207 207 515 or to
Tiina Oikarainen at the number +358 207 207 519;
   d)    by e-mail to the address agm2011@capman.com, or
   e)     by telefax to the number +358 207 207 550.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business identity code, address, telephone
number and the name of a possible assistant or proxy representative and the
personal identification number of a proxy representative. The personal data
given to CapMan Plc is used only in connection with the General Meeting and with
the processing of related registrations.

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on Friday 18
March 2011 would be entitled to be registered in the shareholders' register of
the company held by Euroclear Finland Ltd. The right to participate in the
General Meeting requires, in addition, that the shareholder on the basis of such
shares has been registered into the temporary shareholders' register held by
Euroclear Finland Ltd. at the latest by Friday 25 March 2011 at 10.00 a.m. As
regards nominee registered shares this constitutes due registration for the
General Meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholders'
register of the company, the issuing of proxy documents and registration for the
General Meeting from his/her custodian bank. The account management organization
of the custodian bank has to register a holder of nominee registered shares, who
wants to participate in the General Meeting, into the temporary shareholders'
register of the company at the latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights
at the meeting by way of proxy representation. A proxy representative shall
produce a dated proxy document or otherwise in a reliable manner demonstrate
his/her right to represent the shareholder at the General Meeting. When a
shareholder participates in the General Meeting by means of several proxy
representatives representing the shareholder with shares at different securities
accounts, the shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration for the
General Meeting.

Possible proxy documents should be delivered in originals to the address CapMan
Plc, Share register, Korkeavuorenkatu 32, 00130 Helsinki, Finland, before the
last date for registration.

4. Other information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with respect
to the matters to be considered at the meeting.

On the date of this notice 4 February 2011, the total number of shares in CapMan
Plc is 84,281,766; 6,000,000 A-shares and 78,281,766 B-shares. According to the
articles of association, each A-share has ten votes and each B-share has one
vote. Thus, the total number of votes is 138,281,766; 60,000,000 of which are
allocated to A-shares and 78,281,766 to B-shares.

In Helsinki, 4 February 2011

CapMan Plc


Board of Directors


For more information, please contact:
Heidi Sulin, Head of Legal and Compliance, Tel. +358 207 207 517


DISTTRIBUTION
NASDAQ OMX Helsinki
Principal media
www.capman.com

CapMan
CapMan is a private equity fund manager operating in the Nordic countries and
Russia with approximately EUR 3.5 billion in capital under management. CapMan
has four key investment areas i.e. Buyout, Russia, Public Market and Real
Estate, and each of them has dedicated, entrepreneurial  teams and funds.
Altogether CapMan employs approximately 150 people in Helsinki, Stockholm, Oslo,
Moscow, Copenhagen and Luxembourg. CapMan was established in 1989 and its B
shares are listed on the Helsinki Stock Exchange since 2001.


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