Proposal by the Board of Directors to authorize the Board of Directors to resolve to repurchase the Company’s shares

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to repurchase the Company's own B-shares. The shares may be repurchased under the proposed authorization 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.

It is proposed that the authorization amounts to the maximum of 8,000,000 B-shares of the Company. The maximum number corresponds to approximately 10 per cent of the total number of shares of the company and approximately 5 per cent of the total votes as of 2 February, 2007.

Pursuant to the Finnish Companies Act, such a resolution by the Board of Directors may not result in the Company or any group company holding in the aggregate more than 10 per cent of the total shares of the Company.   

The repurchase of shares will be carried out by using the Company’s unrestricted shareholders equity, whereby the repurchases will reduce funds available for the distribution of profits. The repurchases will be carried out through public trading on the Helsinki Stock Exchange, whereby the shares will be repurchased in another proportion than according to the holdings of the shareholders. The repurchase price must be based on the market price of the Company’s shares in public trading. The Company may enter into derivative, share lending or other arrangements customary in capital markets practice within the limits set by law and other regulations. In such repurchases, the Company will follow the rules of the Helsinki Stock Exchange and its guidelines regarding repurchases of shares, including those regarding the determination of the purchase price, settlement and disclosure of the trades.  

Referring to the Companies Act, chapter 15, paragraph 5, it is noted that the range of consideration to be paid for the shares repurchased under the authorization shall be within the lowest and highest price paid for the Company’s B-shares in public trading on the Helsinki Stock Exchange.  

It is proposed that the authorization shall expire on 30 June, 2008.  

Helsinki 2 February, 2007  

CapMan Plc

Board of Directors