CapMan - Notice to general meeting

CapMan Plc's Notice to the General Meeting

CapMan Plc Stock Exchange Release 20 February 2017 at 9.00 am EET

CapMan Plc's Notice to the General Meeting

Notice is given to the shareholders of CapMan Plc to the Annual General Meeting
to be held on Wednesday, 15 March 2017 at 10:00 a.m. at Hotel Glo Art, Jugend
Hall at the address Lönnrotinkatu 29, 00180 Helsinki. The reception of persons
who have registered for the meeting and the distribution of voting tickets will
commence at 9:30 a.m.

A. Matters on the Agenda of the General Meeting

At the 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. Presentation of the annual accounts, the report of the Board of Directors and
the auditor's report for the year 2016

Review by the CEO and review by the auditor concerning the audit report.

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board of Directors proposes to the General Meeting that a dividend of EUR
0.09 per share be paid from the distributable assets of CapMan Plc,
approximately EUR 13 million in total. The dividend will be paid to shareholders
who on the dividend record date 17 March 2017 are recorded in the company's
shareholders' register held by Euroclear Finland Ltd. The dividend will be paid
on 3 April 2017.

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the General
Meeting that the monthly remuneration of the members of the Board of Directors
remain unchanged and that the members of the Board of Directors to be elected be
paid the following monthly remuneration for the term of office ending at the end
of the next Annual General Meeting:

  * to the Chairman of the Board of Directors EUR 4,000;
  * to the vice Chairman of the Board of Directors EUR 3,200; and
  * to the other members of the Board of Directors EUR 2,800 each.

The Nomination Committee of the Board of Directors further proposes to the
General Meeting that approximately 40 per cent of the total amount of the
monthly remuneration be paid in CapMan Plc's shares purchased at a price formed
in public trading and 60 per cent of the total amount of the monthly
remuneration be paid in cash. The shares will be purchased within two weeks from
the release of the CapMan's interim report 1 January - 31 March 2017 and CapMan
will cover the possible transfer tax.

The members of the Board of Directors shall retain until the end of their Board
membership the shares they have received as Board remuneration. The Nomination
Committee of the Board of Directors is of the opinion that increasing the long-
term shareholding of the members of the Board of Directors will benefit all
shareholders.

The Nomination Committee of the Board of Directors further proposes that for
participation in meetings of the Board of Directors and Committees of the Board
of Directors the Chairmen of the Board and Board's Committees be paid a meeting
fee of EUR 800 per meeting and the members of the Board and Board's Committees
be paid a meeting fee of EUR 400 per meeting in addition to their monthly
remuneration, and that the travel expenses of the members of the Board of
Directors be compensated in accordance with the company's travel compensation
policy.

11. Resolution on the number of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the General
Meeting that the number of members of the Board of Directors shall be five (5).

12. Election of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the General
Meeting that the following individuals be re-elected members of the Board of
Directors for the term of office ending at the end of the next Annual General
Meeting:

  * Karri Kaitue,
  * Nora Kerppola, and
  * Ari Tolppanen.

Of the current members of the Board of Directors Dirk Beeusaert and Claes de
Neergaard have informed the company that they will not be available as
candidates to the Board of Directors. Beeusaert has been a member of the Board
of Directors of CapMan Plc since 2016 and de Neergaard since 2011.

The Nomination Committee of the Board of Directors further proposes that the
following individuals be elected as new members of the Board of Directors for
the above-mentioned term of office:

  * Mammu Kaario, and
  * Andreas Tallberg.

Mammu Kaario (born 1963) is a Finnish citizen and she has LL.M. (trained on the
bench) degree and MBA degree.

Andreas Tallberg (born 1963) is a Finnish citizen and is the CEO of Finnish
investment company G.W. Sohlberg Corporation.

Additional information on the proposed candidates and their independence is
available on the company's website www.capman.com/investors/corporate-
governance/general-meetings/.

13. Resolution on the remuneration of the auditor

Based on the proposal of the Audit Committee the Board of Directors proposes to
the General Meeting that the remuneration to the auditor to be elected be paid
and travel expenses be compensated against the auditor's reasonable invoice.

14. Election of the auditor

Based on the proposal of the Audit Committee the Board of Directors proposes to
the General Meeting that PricewaterhouseCoopers Oy, authorised public
accountants, be re-elected auditor of the company for a term of office ending at
the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has
notified that Lauri Kallaskari, APA, would act as the lead auditor.

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

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorised to decide on the repurchase and/or on the acceptance as
pledge of the company's own shares as follows:

The amount of own shares to be repurchased and/or accepted as pledge shall not
exceed 14,000,000 shares, which corresponds to approximately 9.66 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 authorisation.

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 authorisation 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 authorisation in order to
finance or carry out acquisitions or other business transactions. The
authorisation cannot be used for incentive schemes.

The authorisation cancels the authorisation given to the Board of Directors by
the General Meeting on 16 March 2016 to decide on the repurchase and/or
acceptance as pledge of the company's own shares.

The authorisation is effective until the end of the next Annual General Meeting,
however no longer than until 30 June 2018.

16. Authorising the Board of Directors to decide on the issuance of shares as
well as the issuance of special rights entitling to shares

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorised 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 amount of shares to be issued shall not exceed 21,000,000 shares, which
corresponds to approximately 14.48 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 authorisation 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 authorisation cannot be used for incentive schemes.

The authorisation cancels the authorisation given to the Board of Directors by
the General Meeting on 16 March 2016 to decide on the issuance of shares as well
as the issuance of options and other special rights entitling to shares.

The authorisation is effective until the end of the next Annual General Meeting,
however no longer than until 30 June 2018.

17. Closing of the meeting

B. Documents of the General Meeting

The abovementioned proposals for the resolutions on the matters on the agenda of
the General Meeting are substantially included in the notice to the General
Meeting and are available on CapMan Plc's website at the address
www.capman.com/investors/corporate-governance/general-meetings/. CapMan Plc's
electronic annual report, including the annual accounts, the report of the Board
of Directors and the auditor's report, will be published at the address
www.capman.com/newsroom/annual-reports/ no later than on 22 February 2017. The
proposals for resolutions and the other above-mentioned documents are also on
view at the General Meeting. The minutes of the meeting will be available on the
company's website at the address www.capman.com/investors/corporate-
governance/general-meetings/ on 29 March 2017 at the latest.

C. Instructions for the Participants in the General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on Friday 3 March 2017 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the 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 wants to participate in the 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 10 March 2017 at 10:00 a.m. Such notice can
be given:

a) by sending a written notification to the company's address (CapMan Plc/AGM,
Ludviginkatu 6, 4 fl., 00130 Helsinki, Finland),
b) on CapMan's website at the address www.capman.com/investors/corporate-
governance/general-meetings/,
c) by telephone to Katri Kautovaara at the number +358 207 207 562, or
d) by e-mail to the address agm@capman.com.

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

The shareholder, his/her authorised representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation at the General Meeting.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on Friday 3
March 2017 would be entitled to be registered in the shareholders' register of
the company held by Euroclear Finland Ltd. The right to participate in the
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 10 March 2017 at 10:00 a.m. As
regards nominee registered shares this constitutes due registration for the
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
General Meeting from his/her custodian bank. The account management organisation
of the custodian bank must register a holder of nominee registered shares, who
wants to participate in the General Meeting, into the temporary 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 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 General Meeting. When a
shareholder participates in the 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
General Meeting.

Possible proxy documents should be delivered in original to the address CapMan
Plc/AGM, Ludviginkatu 6, 4 fl., 00130 Helsinki, Finland, before the last date
for registration.

4. Other information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the 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 20 February 2017, the total number of shares in
CapMan Plc and votes represented by such shares is 144,990,351.



In Helsinki, on 20 February 2017

CAPMAN PLC
Board of Directors

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

DISTRIBUTION
Nasdaq Helsinki
Principal media
www.capman.com



CapMan www.capman.com
CapMan is a leading Nordic investment and specialised asset management company.
As one of the Nordic private equity pioneers we have actively developed hundreds
of companies and real estate and thereby created substantial value in these
businesses and assets over the last 25 years. CapMan has today 100 private
equity professionals and manages €2.8 billion in assets. We mainly manage the
assets of our customers, the investors, but also make direct investments from
our own balance sheet in areas without an active fund. Our objective is to
provide attractive returns and innovative solutions to investors and value
adding services to professional investment partnerships, growth-oriented
companies and tenants. Our current investment strategies cover Buyout, Growth
Equity, Real Estate, Russia, Credit and Infrastructure. We also have a growing
service business that currently includes fundraising advisory, procurement
activities and fund management.


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