2009-06-16 16:34:26 CEST

2009-06-16 16:35:34 CEST


REGULATED INFORMATION

Finnish English
Amanda Capital - Company Announcement

THE BOARD OF DIRECTORS OF AMANDA CAPITAL PLC HAS DECIDED TO ISSUE OPTION RIGHTS TO KEY EMPLOYEES OF THE AMANDA CAPITAL PLC GROUP


AMANDA CAPITAL PLC		STOCK EXCHANGE RELEASE                                     
16.6.2009                                                                   

THE BOARD OF DIRECTORS OF AMANDA CAPITAL PLC HAS DECIDED TO ISSUE OPTION RIGHTS 
TO KEY EMPLOYEES OF THE AMANDA CAPITAL PLC GROUP                                

Based on an authorisation by the Annual General Meeting held on 30 March 2009,  
the Board of Directors has decided to issue a maximum of 2,000,000 option rights
to key employees of the Amanda Capital Plc Group, selected by the Board. The    
company has a weighty financial reason for issuing option rights, since the     
option rights are intended to form part of the incentive and commitment scheme  
for the Group management and key personnel.                                     

These option rights entitle their holders to subscribe for a maximum total of   
2,000,000 new shares in the company on the following terms and conditions:      


AMANDA CAPITAL PLC		OPTION PROGRAMME 2009                                     

Based on an authorisation by the Annual General Meeting held on 30 March 2009,  
the Board of Directors has decided to issue a maximum of 2,000,000 option rights
to key employees of the Amanda Capital Plc Group, selected by the Board. These  
option rights entitle their holders to subscribe for a maximum total of         
2,000,000 new shares in the company on the following terms and conditions:      


I. ISSUE OF OPTION RIGHTS                                                       

1. Number of option rights                                                      

A maximum of 2,000,000 option rights will be issued. The option rights entitle  
their holders to subscribe for 2,000,000 new shares in Amanda Capital Plc (”the 
Company”) at the most.                                                          

The option rights are divided into five series as follows: 400,000 option rights
will be marked with the symbol ”2009A”, 400,000 with the symbol ”2009B”, 400,000
with the symbol ”2009C”, 400,000 with the symbol ”2009D and 400,000 with the    
symbol  ”2009E”.                                                                

2. Right to option rights                                                       

The option rights will be issued gratuitously, in deviation from the            
shareholders' pre-emptive right for subscription in a manner determined by the  
Company's Board of Directors ("the Board") to the Managing Directors of the     
companies included in the Amanda Capital Plc Group (”the Group”) as well as to  
other key persons within the other management and personnel (”recipient of      
option rights”). The company has a weighty financial reason for issuing option  
rights, since the option rights are intended to form part of the incentive and  
commitment scheme for the Group management and key personnel. The option rights 
are used for motivating the management to long-term work, in order to increase  
the shareholder value. Another aim is to increase the commitment of the         
management to the employer.                                                     

Part of the option rights may be issued to a subsidiary that Amanda Capital Plc 
owns in full alone or together with its subsidiaries (”Subsidiary”), as         
determined by the Board. Option rights are issued to Subsidiaries for the part  
that they are not, at the first stage, distributed to recipients of option      
rights. The Board shall decide on the further distribution of the option rights 
issued to Subsidiaries and later returned to Subsidiaries to recipients of      
option rights.                                                                  

3. Distribution of option rights                                                

The Board shall notify the recipients of option rights in writing about the     
offer of option rights. The option rights are issued, when the recipient of     
option rights has accepted the offer made by the Board and undertaken to follow 
these terms and conditions.                                                     

The option rights shall be distributed to the recipients of option rights before
the beginning of the share subscription period.                                 

The option rights issued to Subsidiaries are intended to be issued to recipients
of option rights later, based on a decision by the Board. Subsidiaries do not   
have the right to subscribe for Company shares with the option rights.          

The option rights are a discretionary, non-recurring part of the incentive and  
commitment scheme, not part of the regular salary of the option right           
recipients. They do not have an impact on the remuneration possibly paid to the 
recipient based on employment or service contract.                              

Option right recipients shall be liable for all taxes and tax-related           
consequences arising from receiving or exercising option rights.                

4. Option certificates                                                          

The Company shall hold the option rights on behalf of the option right holder   
until the beginning of the share subscription period. At request, holders of    
option rights are given option certificates, as the subscription period of      
shares with the option has begun, if the option rights have not been transferred
to the book-entry securities system.                                            

5. Transfer of option rights                                                    

Option rights, for which the share subscription period mentioned in section     
II.2. has not begun, may not be transferred to a third party or pledged, and no 
shares may be subscribed for with them. When the subscription period for an     
option series has begun, said option rights may be freely transferred.          
Notwithstanding the above, the Board may, however, give a written permission for
the transfer of options rights at an earlier date.                              

If the option rights have not been transferred to the book-entry securities     
system, the holder of the option rights is obliged to inform the company without
delay in writing, if he or she transfers option rights. If the option rights are
transferred to the book-entry securities system, the company shall have the     
right to register transfer restrictions and other corresponding restrictions    
concerning the option rights to the holder's book-entry account, without the    
consent of the holder, and apply for the removal of an option right used for    
share subscription from the subscriber's book-entry account.                    

6. Forfeiture of option rights and actions in case of death                     

Should an option right recipient die or cease to be employed by or in the       
service of a company belonging to the Group for any reason what so ever, he or  
she is obliged to return those option rights without compensation, for which the
share subscription period mentioned in section II.2. has not begun before the   
death of the recipient or the ceasing of employment or that of being in the     
service of a company belonging to the Group. The proceedings shall be similar if
the rights and obligations arising from the option right recipient's employment 
or service are transferred to a new owner or holder upon the employer's transfer
of business. Notwithstanding the above, the Board may, however, decide that the 
option right recipient is entitled to keep such option rights or part of them   
even after the termination of employment or service or transfer of business.    

The Company shall have the right to take away from the option right holder      
gratuitously his or her option rights that have not been transferred or used for
share subscription, if the option right holder acts contrary to these terms and 
conditions or regulations issued by the Company based on these terms and        
conditions or contrary to applicable laws or regulations by authorities.        

The Company shall inform an option right recipient in writing if he or she has  
lost the option rights. Such announcement or the failure to make such           
announcement does not, however, have an impact on the cancellation of the right.
If the option rights have been transferred to the book-entry securities system, 
the Company shall have the right request the transfer of all option rights lost 
or redeemed in the above described manner from the book-entry account of the    
option right recipient and have them transferred to a book-entry account        
designated by the Company, without the consent of the option right recipient.   

The holder of an option right is not entitled to receive, neither during        
employment or service nor after its termination, on any grounds any compensation
for losing the option rights based on these terms and conditions.               


II. SHARE SUBSCRIPTION TERMS AND CONDITIONS                                     

1. Right to subscribe for new shares                                            

Each option right entitles its holder to subscribe for one (1) new share in     
Amanda Capital Plc. As a result of the subscription, the number of the company  
shares may increase by 2,000,000 new shares at the most.                        

2. Share subscription and payment                      

The share subscription period begins on the following dates:                    
-	Option right 2009A on 1 April 2011;                                           
-	Option right 2009B on 1 April 2012;                                           
-	Option right 2009C on 1 April 2013;                                           
-	Option right 2009D on 1 April 2014; and                                       
-	Option right 2009E on 1 April 2015.                                           

The share subscription period for all option rights ends on 31 May 2019.        

Share subscriptions shall take place at the head office of the Company or       
possibly at another location informed by the Company later. Payment for the     
shares subscribed for with the option rights shall be made to the Company       
according to its instructions before the shares are issued. In connection with  
the subscription, the subscriber shall give to the Company any option           
certificate issued on the options, on the basis of which the subscription takes 
place. If the option rights have been transferred to the book-entry securities  
system, the option right used for share subscription is removed from the        
subscriber's book-entry account. The Company shall set out the procedure in     
connection with the share subscription and the payment of the shares.           

3. Share subscription price                                                     

The share subscription price with an option right is EUR 2.50. The subscription 
price corresponds to the weighted average quotation of the company share at     
Nasdaq OMX Helsinki Oy during the period 1 January 2009 to 30 April 2009 with an
addition of approximately 40.4 per cent. The subscription price of the shares   
shall be credited in full to the reserve for invested unrestricted equity.      

The subscription price of a share subscribed for with an option right may be    
reduced in special cases mentioned in section II.7. The share subscription price
shall, however, always amount to at least EUR 0.01.                             

4. Registration of shares and application for admission to public trading       

The Company shall approve the subscriptions at least four times a year, at the  
Board meetings immediately following the publication of the company's interim   
reports and financial statements, and send the new shares to the Trade Register 
for registration without delay. The shares that have been subscribed for and    
fully paid are entered in the book-entry account of the subscriber, as they have
been registered by the Trade Register.                                          

The Company shall apply for the admission of the new shares for public trading, 
in the same type as the old shares of the Company immediately after their       
registration and as the other prerequisites for admission for public trading    
have been fulfilled.                                                            

5. Share rights                                                                 

The dividend rights of the new shares and the other shareholder rights shall    
commence when the shares have been registered.                                  

6. Share issue and the issue of option and other special rights before share    
subscription                                                                    

If the Company, before the share subscription, decides on an issue of shares or 
an issue of new option rights or other special rights entitling to shares, an   
option right holder shall have the same right as, or an equal right to that of a
shareholder. Equality is reached in the manner determined by the Board of       
Directors by adjusting the number of shares to be subscribed, the subscription  
prices or both of these.                                                        

7. Rights of option right holders in certain cases                              

a) If the Company distributes dividends or funds from the non-restricted equity 
fund, the subscription price of the share subscribed for with the option right  
shall be reduced with the amount of the dividend decided on before the share    
subscription and the amount of the distributable non-restricted equity as per   
the dividend record date or the record date of the repayment of equity.         

b) If the Company reduces its share capital before the share subscription by    
distributing share capital to the shareholders, the subscription price of the   
share subscribed for with the option right shall be reduced with the amount of  
the share capital to be distributed, decided before the share subscription as   
per the record date of the repayment of share capital.                          

c) If the Company is placed in liquidation before the share subscription, the   
option right holders shall be given the opportunity to exercise their right to  
share subscription, within a period determined by the Board, after which the    
right no longer exists. If the Company is deleted from the register before the  
share subscription, the option right holder shall have the same right, or an    
equal right to that of a shareholder.                                           

d) The repurchase or redemption of the Company's own shares or the purchase of  
option rights or other special rights entitling to shares does not have an      
impact on the rights of the option right holder. If the Company, however,       
decides to repurchase or redeem its own shares from all shareholders, the       
holders of option rights shall be made an equal offer.                          

e) If the Company decides to merge with another company as a merging company or 
merge with a new company to be formed in a combination merger, or if the Company
decides to be demerged, the option right recipients shall be given the right to 
exercise all option rights held by them for share subscription or covert them to
option rights issued by the another company in a manner determined by the Board 
of the Company and within a period of time determined by the Board before the   
merger or demerger. After such period, no subscription or conversion right shall
exist. The procedure described in this section shall constitute an agreement on 
redemption right and/or the terms of redemption as set out in chapter 16 section
13 and chapter 17 section 13 of the Limited Liability Companies Act.            

f) If a party offers in public to purchase all shares and option and other      
special rights issued by the Company, or if an obligation to make a purchase    
offer on the shares and option or other special rights of the other shareholders
of the Company arises for a shareholder, as set out in the Securities Markets   
Act, or if the right and obligation in accordance with chapter 18 section 1 of  
the Limited Liability Companies Act arises for a shareholder to redeem the      
shares of the other shareholders of the Company, the holder of option rights    
may, notwithstanding section A.4 above, transfer all option rights held by him  
or her to the party that has made the purchase offer or the party obliged or    
entitled to redemption. If the right to redeem the shares of the other          
shareholders of the Company arises for a shareholder, as set out in the Limited 
Liability Companies Act, the option right holder has the obligation, equal to   
the position of a shareholder, to transfer all the option rights to the         
shareholder exercising his or her redemption right. In all situations mentioned 
in this chapter, the Board of Directors may give the option right holder the    
opportunity to exercise his or her subscription right within a period determined
by the Board, after which the subscription right no longer exists.              

g) If the quotation of the Company share at Nasdaq OMX Helsinki Oy is terminated
before the end of the subscription period, the option right recipient is given  
the opportunity to exercise his or her subscription right, within a period      
determined by the Board, before the quotation is terminated. After this the     
subscription right no longer exists.                                            

8. Applicable law and solving of disputes                                       

These terms and conditions shall be governed by the laws of Finland. Disputes   
arising in relation to the option rights shall be settled through arbitration,  
in accordance with the arbitration rules of the Arbitration Institute of the    
Central Chamber of Commerce by one single arbitrator.                           

9. Other matters                                                                

The Board of Directors may decide on the transfer of the option rights to the   
book-entry securities system at a later date or on applying for the admission of
the option rights for public trading and on the resulting technical amendments  
to these terms and conditions, as well as on other amendments and specifications
to these terms and conditions, which are not considered essential. The Board    
shall decide on other matters related to the option rights. In all matters      
falling within the decision-making power of the Board, it may authorise the     
Managing Director to act on its behalf, as set out in the Limited Liability     
Companies Act.                                                                  

The Company may keep a register of the option right holders, including the      
option right holders' personal data.                                            

These terms and condition have been prepared in Finnish. In case of any         
discrepancy between the terms and conditions in Finnish and any possible        
translations, the terms and conditions in Finnish shall prevail.                

The option rights shall not constitute part of the employment or service        
contracts of the option right holders, and they shall not be regarded as salary 
or fringe benefit. Option right recipients shall have no right to receive,      
during employment or thereafter, compensation on any grounds from the Company or
a company belonging to the same Group in relation to the option rights. No      
benefit related to the option rights in accordance with this option programme   
shall increase the option right holder's pension.                               

The Company may send all announcements related to this option programme by mail 
or e-mail or, if the options rights are subject to public trading at a stock    
exchange, the Company may issue the information in form of stock exchange       
releases. The documents concerning the option rights shall be available at the  
Company head office in Helsinki.                                                

By receiving an option right, the option right recipient or any later holder    
undertakes to follow these terms and conditions, any other terms and conditions 
that the Company may issue as well as the regulations set out by law and other  
regulations by authorities.                                                     


AMANDA CAPITAL PLC                                                              

The Board of Directors                                                          



Additional information:                                                         

Topi Piela Chairman of the Board of Directors +35840 700 23248                  


Distribution:                                                                   
OMX Nordic Exchange, Helsinki                                                   
www.amandacapital.fi                                                            

The Amanda Group is a private equity management company. Its parent company is  
the first publicly listed private equity fund of funds in Scandinavia. Amanda   
has investments in 24 private equity funds and in four funds of funds under     
Amanda's own management.                                                        

Amanda Group is one of Finland's largest management companies of private equity 
fund investments. It manages several private equity fund portfolios under       
consultancy agreements and six private equity funds of funds with several       
domestic and international institutions as investors. Amanda Group currently has
EUR 2.5 billion of assets under management (original investment commitments)    
with which it has made investments in more than 100 private equity funds in     
Europe, the US, Asia, and Russia.