CapMan - Company Announcement

Norvestia Oyj's Board of Directors supports CapMan Plc's exchange offer for Norvestia's shares

CapMan Plc        Stock Exchange Release                18 November 2016 at
5:10 p.m. EET

Norvestia Oyj's Board of Directors supports CapMan Plc's exchange offer for
Norvestia's shares

This stock exchange release may not be published or distributed, in whole or in
part, directly or indirectly, in or into or to any person located or a resident
of the United States of America, Australia, Canada, Hong Kong, Japan, New
Zealand, South Africa, or any other country where such publication or
distribution would violate applicable regulation or would require additional
measures in addition to the requirements under Finnish law.

CapMan Plc ("CapMan" or the "Company") has received the statement from Norvestia
Oyj's ("Norvestia") Board of Directors regarding CapMan's voluntary public
exchange offer relating to Norvestia's shares and securities entitling to shares
(the "Exchange Offer").

Norvestia's Board of Directors have in a statement published on 18 November
2016 announced that under the prevailing circumstances, Norvestia's Board of
Directors deems that the terms and conditions of the Exchange Offer are an
economically fair and recommendable alternative to Norvestia's shareholders in
comparison to continuing the business operations as an independent company or in
comparison to the other possible alternatives assessed by the Board of
Directors.­

Norvestia's Board of Directors deems that the Exchange Offer and the amount of
the Offer Consideration offered for the Norvestia share are under the prevailing
circumstances fair to Norvestia's shareholders taking into account the
viewpoints presented in more detail in the statement of the Board of Directors
of Norvestia. The Board of Directors of Norvestia recommends that the
shareholders of Norvestia accept CapMan's Exchange Offer.

Norvestia's Board of Directors have formed a composition to evaluate and process
the Exchange Offer consisting of Hannu Syrjänen, Georg Ehrnrooth and Arja Talma,
who are Norvestia's Board of Directors independent of CapMan.

The statement of Norvestia's Board of Directors and the Fairness Opinion
statement by Nordea Corporate & Investment Banking are presented as an appendix
to this stock exchange release.

CAPMAN PLC
BOARD OF DIRECTORS

For additional information, please contact:
Heikki Westerlund, CEO, CapMan Plc, tel. +358 50 559 6580

Distribution:

Nasdaq Helsinki
Principal media
www.capman.com



Appendix: Statement of Norvestia Oyj's Board of Directors on CapMan Plc's
voluntary public exchange offer relating to Norvestia Oyj's shares



CapMan
www.capman.com

www.capman.com/exchange-offer


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.



Important Notice

This release may not be released or otherwise distributed, in whole or in part,
in or into or to any person located or a resident of the United States of
America, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any
other jurisdiction where prohibited by applicable laws or rules. This release is
not a share exchange offer document or a prospectus and as such does not
constitute an offer or invitation to make a sales offer. Investors shall accept
the exchange offer for the shares only on the basis of the information provided
in an exchange offer document and prospectus in respect of the exchange offer.
Offers will not be made directly or indirectly in any jurisdiction where either
an offer or participation therein is prohibited by applicable law or where any
exchange offer document or registration or other requirements would apply in
addition to those undertaken in Finland.

The exchange offer document and prospectus in respect of the exchange offer as
well as related acceptance forms will not and may not be distributed, forwarded,
or transmitted into, in, or from any jurisdiction where prohibited by applicable
law. In particular, the exchange offer is not being made, directly or
indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand, South
Africa, or the United States of America. The exchange offer cannot be accepted
from within Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, or
the United States of America.

CapMan's shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or under any of the
relevant securities laws of any state or other jurisdiction of the United States
of America. CapMan's shares may not be offered or sold in the United States,
except pursuant to an exemption from the Securities Act or in a transaction not
subject to the registration requirements of the Securities Act.

Certain statements herein which are not historical facts, including, without
limitation, those regarding expectations for general economic development and
the market situation, expectations for the combined company's development and
profitability and the realization of synergy benefits and cost savings, and
statements preceded by "expects", "estimates", "forecasts" or similar
expressions, are forward-looking statements. These statements are based on
current decisions and plans and currently known factors. They involve risks and
uncertainties which may cause the actual results to materially differ from the
results currently expected for the combined company. Such factors include, but
are not limited to, general economic conditions, including fluctuations in
exchange rates and interest levels which influence the operating environment and
profitability of customers and thereby the orders received by the combined
company and their margin; the competitive situation; the combined company's own
operating conditions, such as the success of production and product development
and their continuous development and improvement; and the success of future
acquisitions.




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Attachments:

Appendix - Norvestia Board statement.pdf