CapMan - Notice to convene extr.general meeting

CapMan Plc's Notice to the Extraordinary General Meeting

CapMan Plc Stock Exchange Release 3 November 2016 at 8.45 EET

CapMan Plc's Notice to the Extraordinary General Meeting

Notice is given to the shareholders of CapMan Plc to the Extraordinary General
Meeting to be held on Thursday 8 December 2016 at 10:00 a.m. at the G18 ballroom
at the address Yrjönkatu 18, Helsinki. The reception of persons who have
registered for the meeting and the distribution of ballots will commence at
9:30 a.m.

A. Matters on the Agenda of the Extraordinary General Meeting

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

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise 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. Authorising the Board of Directors to decide on the issuance of shares

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

The total number of shares to be issued under the authorisation shall 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 on the date of this notice (3 November 2016). 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
Finnish 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 authorisation does not cancel other effective authorisations.

7. Amending the Articles of Association

The Board of Directors proposes to the Extraordinary General Meeting that CapMan
Plc'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 Board of Directors proposes that the decision to amend the Articles of
Association be made conditional upon the fulfilment of the following two 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
CapMan has announced that it will consummate the exchange offer, and
   ii.     all A shares in the Company have been exchanged for 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.

8. Closing of the Meeting

B. Documents of the Extraordinary General Meeting

The above-mentioned proposals for the resolutions on the matters on the agenda
of the Extraordinary General Meeting are included in the notice to the
Extraordinary General Meeting available on CapMan Plc's website at the address
www.capman.com/capman-group/governance/general-meetings. The documents to be
kept available pursuant to Chapter 5, section 22 of the Limited Liability
Companies Act are available at the above-mentioned address. The proposals for
resolutions and the other above-mentioned documents are also available at the
Extraordinary General Meeting. The minutes of the meeting will be available on
the company's website at the address www.capman.com/capman-
group/governance/general-meetings approximately as from 12 December 2016.

C. Instructions for the Participants in the Meeting

1. Shareholders registered in the shareholders' register

Each shareholder who is registered on Friday, 25 November 2016 in the
shareholders' register of the company held by Euroclear Finland Ltd has the
right to participate in the Extraordinary 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 wishes to participate in the Extraordinary General Meeting shall register
for the meeting by giving a prior notice of participation, which has to be
received by the company no later than on Friday 2 December 2016 at 10:00 a.m.
Shareholders can register for the Extraordinary General Meeting:

a) by sending a written notification to the company's address (CapMan Plc/EGM,
Korkeavuorenkatu 32, 00130 Helsinki, Finland),

b) on CapMan's website at the address www.capman.com/capman-
group/governance/general-meetings, or

c) by telephone to Katri Kautovaara at the number +358 50 594 1561.



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

The shareholders and his/her representative or proxy shall be able to prove
his/her identity and/or right to representation upon request.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Extraordinary General Meeting by virtue of such shares based on which he/she on
Friday 25 November 2016 would be entitled to be registered in the shareholders'
register of the company held by Euroclear Finland Ltd. The right to participate
in the Extraordinary 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 2 December 2016
at 10:00 a.m. As regards nominee registered shares this constitutes due
registration for the Extraordinary General Meeting and the above described
separate registration is not required.

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
Extraordinary General Meeting from his/her custodian bank. The account
management organisation of the custodian bank must register the holder of
nominee registered shares who wishes to participate in the Extraordinary General
Meeting to be temporarily entered into the 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 Extraordinary 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
Extraordinary General Meeting. When a shareholder participates in the
Extraordinary 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 Extraordinary General
Meeting.

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

4. Other information

Pursuant to Chapter 5, section 25 of the Limited Liability Companies Act, a
shareholder who is present at the Extraordinary 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 (3 November 2016), the total number of shares in
CapMan Plc is 86,345,937 which comprises 5,750,000 A shares and 80,595,937 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 138,095,937 of which
57,500,000 are allocated to A shares and 80,595,937 to B shares

In Helsinki on 3 November 2016.

CapMan Plc
Board of Directors

Additional information:
Pasi Erlin, Legal Counsel, tel. +358 207 207 503



DISTRIBUTION

NASDAQ Helsinki

Principal media

www.capman.com


Appendix 1: CapMan Plc new Articles of Association


CapMan www.capman.com
CapMan is one of the European leaders in the private equity industry. 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 Credit - 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
private equity professionals and assets under management of €2.8 billion.


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Attachments:

CapMan Plc new Articles of Association 2016.pdf