CapMan - Decisions of extraordinary general meeting

Decisions of the Extraordinary General Meeting of CapMan Plc

CapMan Plc Stock Exchange Release 8 December 2016 at 11.00 a.m. EET

Decisions of the Extraordinary General Meeting of CapMan Plc

The Extraordinary General Meeting (EGM) of CapMan Plc was held today in
Helsinki. The EGM authorised the Board of Directors to decide on the issuance of
shares to carry out the exchange offer concerning Norvestia Oyj made public on
3 November 2016 and decided on the amendment of the Articles of Association of
CapMan Plc which is conditional to the consummation of the exchange offer
concerning Norvestia Oyj and all A-shares in CapMan Plc are converted into B-
shares. The EGM approved all the proposals of the Board of Directors to the EGM.

Authorising the Board of Directors to decide on the issuance of shares

The Extraordinary General Meeting authorised the Board of Directors to decide on
the issuance of shares as follows:

The total number of shares to be issued under the authorisation may not exceed
65,576,292 shares, which corresponds to approximately 81.4 percent of all B-
shares in the company and approximately 75.9 percent of all shares in the
company. If the Extraordinary General Meeting resolves to amend the Articles of
Association in accordance with section 7, the company will have only one share
series after the amendments to the Articles of Association have been registered
with the Trade Register. The authorisation concerns the company's B shares, and
after the amendments to the Articles of Association referred to in section 7
have been registered with the Trade Register, automatically the shares in the
company. The amendments to the Articles of Association referred to in section 7
shall be registered before the authorisation may be used.

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

The authorisation may be only used to carry out the exchange offer concerning
Norvestia Plc made public on 3 November 2016 in one or more tranches. Under the
Companies Act, the shareholders' pre-emptive subscription rights may be deviated
from if there is a weighty financial reason for the company to do so. The
authorisation will lapse if it has not been exercised even in part by 31 March
2017. The authorization is valid until 8 December 2021. The authorisation does
not cancel other effective authorisations.

Amending the Articles of Association

The Extraordinary General Meeting decided on amending the company's Articles of
Association as follows:

The company's Articles of Association be amended as set forth in Appendix 1 so
that the company has only one share series and all references to A-shares and
maximum number of shares are deleted.

The decision regarding the amendment of the Articles of Association is made
conditional upon the fulfilment of the following terms:

  i. the conditions of the exchange offer concerning Norvestia Plc made public
     on 3 November 2016 have been met or the conditions have been waived, and
     the company has announced that it will consummate the exchange offer, and
 ii. all A-shares in the company have been converted into B-shares in accordance
     with the current Articles of Association.

If both terms described above are fulfilled, the decision of the Extraordinary
General Meeting regarding the amendment of the Articles of Association will
become effective and the Board of Directors will register the amendment. If the
above-mentioned terms have not been fulfilled by 31 March 2017 at the latest,
the conditional decision of the Extraordinary General Meeting regarding the
amendment of the Articles of Association will lapse.

Helsinki 8 December 2016

CAPMAN PLC

Additional information:
Pasi Erlin, General Counsel, Tel. +358 207 207 503


DISTRIBUTION
Nasdaq Helsinki
Principal media
www.capman.com

Appendix 1: New Articles of Association

CapMan
www.capman.com

CapMan is a leading Nordic investment and asset management company. For more
than 25 years, we have been developing companies and real estate and supporting
their sustainable growth. We are committed to understanding the needs of our
customers in an ever-changing market environment. Our objective is to provide
attractive returns and innovative solutions for our investors and value adding
services for professional investment partnerships, growth-oriented companies and
tenants. Our independent investment partnerships - Buyout, Real Estate, Russia
and Nest Capital - as well as our associated company Norvestia are responsible
for investment activities and value creation. CapMan's service business offering
includes fundraising advisory services, purchasing activities and fund
management services to both internal and external customers. CapMan has 100
professionals and assets under management of €2.8 billion.


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Attachments:

CapMan Plc new Articles of Association 2016.pdf