CapMan - Notice to general meeting

CapMan Plc Board of Directors convenes Annual General Meeting 2009

CapMan Plc Stock Exchange Release 29 January 2009 10.10 a.m.

CapMan Plc Board of Directors convenes Annual General Meeting 2009

The Board of Directors of CapMan Plc has convened the Annual General
Meeting to be held on 7 April 2009. The Board of Directors will
publish the proposals received from the largest shareholders for the
composition of the Board of Directors and the will submit the below
proposals to the Meeting:
-          Proposal that no dividend to the fiscal year 2008 shall be
paid
-          Proposal for the Auditor
-          Proposal by Board of Directors to authorize Board of
Directors to resolve to issue shares, stock options and other
entitlements to Company's shares
-          Proposal by Board of Directors to authorize Board of
Directors to resolve to repurchase Company's shares and accept
Company's shares as pledge

Payment of dividend

The Board of Directors has decided to propose to the Annual General
Meeting that no dividend for the fiscal year 2008 shall be paid.

The Composition of Board of Directors

Shareholders representing more than ten (10) per cent of the votes of
the Company have informed the Board of Directors that they will
propose to the Annual General Meeting that the number of members of
the Board to be elected is six and that Ari Tolppanen, Sari Baldauf,
Tapio Hintikka, Lennart Jacobsson, Conny Karlsson and Teuvo Salminen
shall be re-elected to the Board of Directors of the Company for the
next term of office until the closing of the following Annual General
Meeting.

Election of Auditor

The external Auditor is elected by the shareholders at the Annual
General Meeting for one fiscal year at a time. The Board of Directors
proposes that PricewaterhouseCoopers Oy, Authorized Public
Accountants, be re-elected as the auditor of the Company with
Authorized Public Accountant Jan Holmberg as the auditor in charge
and Authorized Public Accountant Terja Artimo shall be re-elected as
the deputy auditor of the Company.

Proposal by Board of Directors to authorize Board of Directors to
resolve to issue shares, stock options and other entitlements to
Company's shares

The Board of Directors proposes that the Annual General Meeting
authorize the Board of Directors to resolve to issue either newly
issued shares or reissue existing B shares in the Company, as well as
to issue stock options and other entitlements to B shares referred to
in the Finnish Companies Act chapter 10, paragraph 1. It is proposed
that the authorization be used to finance and to carry out
acquisitions or other business transactions and the Company's
investments, or employee incentive plans.

It is proposed that the authorization would amount to the maximum of
20,000,000 B shares in the Company.

It is proposed that the Board of Directors be authorized to implement
directed measures, i.e., to deviate from the shareholders'
pre-emptive right to the Company's shares, provided that weighty
financial reason exists pursuant to the Finnish Companies Act. The
authorization is proposed to include the right to resolve to issue
shares without payment under the condition that particularly weighty
financial reason exists pursuant to the Finnish Companies Act. The
Board may also resolve to issue shares to the Company itself without
payment. Pursuant to the Finnish Companies Act the Board of Directors
may not, however, make a decision to issue shares to the Company
itself so that the treasury shares in the possession of, or held as
pledges by, the Company and its subsidiaries would exceed one tenth
of all shares.

It is proposed that the authorization include the right for the Board
of Directors to determine the terms and conditions of the issue and
re-issue of shares, share option rights and other entitlements
referred to in the Finnish Companies Act, chapter 10, paragraph 1, as
well as to determine other matters pertaining to these actions in
accordance with the Finnish Companies Act, including the right to
resolve whether the subscription price be entered wholly or partly to
the fund for invested unrestricted equity or as increase in the share
capital.

It is proposed that the authorization shall be in force until 30 June
2010.


Proposal by Board of Directors to authorize Board of Directors to
resolve to repurchase Company's shares and accept Company's shares as
pledge

The Board of Directors proposes that the Annual General Meeting
authorize the Board of Directors to purchase the Company's own B
shares and accept them as pledge. It is proposed that the
authorization would amount to the maximum of 8,000,000 B shares in
the Company, provided however, that the treasury shares in the
possession of, or held as pledges by, the Company and its
subsidiaries shall not exceed one tenth of all shares.

The shares may be repurchased 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. The shares may be accepted as pledge in order to finance
or carry out acquisitions or other business transactions.

The repurchase of shares will be carried out by using the Company's
unrestricted shareholders equity, whereby the purchases will reduce
funds available for the distribution of profits.

The repurchases will be carried out through public trading on the
Nasdaq OMX Helsinki, whereby the shares will be purchased in another
proportion than according to the holdings of the shareholders and in
accordance with the rules and regulations of the Nasdaq OMX Helsinki
and the Finnish Central Securities Depository Ltd. The repurchase
price must be based on the market price of the Company's shares in
public trading.

It is proposed that the authorization shall be in force until 30 June
2010.


Availability of the proposals, annual accounts and notice of the AGM

The proposals by the Board of Directors for the Annual General
Meeting are available on the company's internet website as of 17
March 2009, at the latest, at the address
www.capman.com/En/InvestorRelations/AnnualGeneralMeetings.
Shareholders will upon request receive a hard copy of the proposals
by the Board of Directors. The documents will also be available at
the Meeting.

The Company's Annual Report for the year 2008 will be made available
on the Company's internet website when completed in the week 11. The
Company will also send a hard copy of the Annual Report to the
shareholders to the address available to the Company.


For more information, please contact:
Martti Timgren, Legal Counsel, CapMan Plc, tel. +358 207 207 582 or
+358 50 531 9772


CAPMAN PLC
Board of Directors



DISTRIBUTION
Helsinki Stock Exchange
Principal media
www.capman.com





CapMan  www.capman.com
CapMan is one of the leading alternative asset managers in the Nordic
countries and Russia and manages private equity funds with
approximately EUR 3.4 billion in total capital. CapMan has six
investment areas (CapMan Buyout, CapMan Technology, CapMan Life
Science, CapMan Russia, CapMan Public Market and CapMan Real Estate),
and each of them has a dedicated team and funds. Altogether CapMan
employs approx. 140 people in Helsinki, Stockholm, Copenhagen, Oslo
and Moscow. CapMan was established in 1989 and its B shares are
listed on the Helsinki Stock Exchange since 2001.