CapMan - Decisions of general meeting

Decisions of the Annual General Meeting of CapMan Plc

CapMan Plc Stock Exchange Release 14 March 2012 at 12:00 a.m. EET


Decisions of the Annual General Meeting of CapMan Plc

The Annual General Meeting (AGM) of Capman Plc was held today in Helsinki. The
AGM approved the annual accounts for the financial year 2011 and discharged the
company's management from liability. The AGM approved all the proposals of the
Board of Directors to the AGM.

Use of the profits shown on the balance sheet and payment of dividend

The Annual General Meeting decided, in accordance with the proposal of the Board
of Directors, to distribute a dividend of EUR 0.07 per share. Dividends shall be
paid to shareholders who on the dividend record date 19 March 2012 are recorded
in the company's shareholders' register held by Euroclear Finland Ltd. The
dividend shall be paid on 26 March 2012.

Election and remuneration of the members of the Board of Directors

The Annual General Meeting decided that the Board of Directors shall comprise
six (6) members. Koen Dejonckheere, Nora Kerppola, Claes de Neergaard, Karri
Kaitue, Teuvo Salminen and Heikki Westerlund were elected members of the Board
of Directors for a term of office expiring at the end of the next Annual General
Meeting.

The following monthly remuneration shall be paid to the members of the Board of
Directors: EUR 4,500 to the chairman and the deputy chairman of the Board of
Directors and EUR 4,000 to the other members of the Board of Directors. In
addition to the monthly remuneration, EUR 800 per meeting shall be paid to the
members of the Board of Directors for participation in meetings of board
committees. The travel expenses of the members of the Board of Directors shall
be compensated in accordance with the company's travel compensation regulations.

Election and remuneration of the auditor and deputy auditor

PricewaterhouseCoopers Oy, authorized public accountants, was re-elected auditor
of the company and Terja Artimo, authorized public accountant, was re-elected
deputy auditor. The deputy auditor's term of office will, however, end on the
day the amendment of the company's articles of association concerning the
auditor is registered to the Trade Register. PricewaterhouseCoopers Oy has
notified that Mikko Nieminen, authorized public accountant, will act as
responsible auditor. It was decided that the remuneration to the auditor shall
be paid and travel expenses compensated against the auditor's reasonable
invoice.

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

The Annual General Meeting authorized the Board of Directors 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 10.19 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 existing 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 2011 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 2013.

Authorizing 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 authorized the Board of Directors 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 15,000,000 shares, which corresponds to approximately 19.10 per
cent of all B-shares in the company and to approximately 17.80 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 2011 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 2013.

Amendment of the articles of association

The Annual General Meeting decided to amend the articles of association in
accordance with the proposal of the Board of Directors. The purpose of the
amendment is to move to a model most commonly used in Finnish listed companies
where the company has one auditor which must be an auditing firm certified by
the Central Chamber of Commerce.

Section 9 of the articles of association was amended to read as follows:"9. Auditor

The company shall have one (1) auditor. The term of the auditor shall terminate
at the end of the next Annual General Meeting following the election. The
auditor must be an audit firm certified by the Central Chamber of Commerce."

Section 10, Subsection 6 of the articles of association was amended to read as
follows:"6. the remuneration and the principles of reimbursement for travel expenses
payable to the members of the
Board of Directors and the auditor;".

Section 10, Subsection 9 of the articles of association was amended to read as
follows:"9. auditor;".

Helsinki 14 March 2012

CapMan Plc

Laura Mustonen
Manager, Communications and IR


Additional information:
Heidi Sulin, general counsel, tel. +358 207 207 517

DISTRIBUTION

NASDAQ OMX Helsinki

Principal media

www.capman.com


CapMan  www.capman.com
CapMan Group is one of the leading private equity firms in the Nordic countries
and Russia, with assets under management of €3.1 billion. CapMan has four key
investment partnerships - CapMan Buyout, CapMan Russia, CapMan Public Market,
and CapMan Real Estate - each of which has its own dedicated investment team and
funds. Altogether, CapMan employs 120 people in Helsinki, Stockholm, Oslo,
Moscow and Luxembourg. CapMan was established in 1989 and has been listed on the
Helsinki Stock Exchange since 2001.

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