Stock exchange release - 31 March 2005

Decisions adopted by CapMan Plc’s Annual General Meeting

CapMan Plc’s Annual General Meeting (AGM) was held today in Helsinki. The meeting confirmed the 2004 financial statements and granted discharge from liability to the Board of Directors and the CEO for the 2004 financial year. In accordance with the proposal of the Board of Directors, the AGM decided that a dividend of EUR 0.06 per share will be distributed to the shareholders for the 2004 financial year. The record date for the payment of dividend is 5 April 2005, and the dividend will be paid on 12 April 2005. The AGM approved the proposals of the Board of Directors to authorise the Board to increase the Company’s share capital and to acquire the Company’s own shares.

CapMan Group
CapMan is one of the leading private equity investors in the Nordic countries and specialises in middle market buyouts in various industry sectors, technology investments in the IT and communications sectors and investments in life science companies. The CapMan team comprises around 80 people in Helsinki, Stockholm, Copenhagen and Oslo. CapMan manages/advises Nordic funds with approx. EUR 1.3 billion in total capital. To date, the funds managed by CapMan have invested in 150 companies in the Nordic countries and exited from 73 companies. The latest investments are made in Norwegian Cardinal AS, Finnish Metso Drives Oy, Swedish SciBase AB and Danish Anhydro Group. CapMan Plc is listed on the Main List of the Helsinki Stock Exchange.

APPENDIX 1:

Proposal of the Board of Directors regarding authorisation for increasing the share capital

The Board of Directors proposes that the Annual General Meeting revokes all earlier unused authorisations to decide on an increase of the share capital and authorises the Board of Directors to decide on an increase of the company‘s share capital through a new share subscription or a convertible loan and, in exercising the authorisation, to decide on the terms of the new issue of shares or the convertible loan.

The authorisation applies to B-series shares of the company, and by virtue of this authorisation, the company’s share capital may be increased by a maximum of EUR 70,000.00 by issuing a maximum of 7,000,000 new B-shares of the company with a nominal value of EUR 0.01 in a directed share issue or on the basis of a convertible loan. The new subscriptions to shares, according to the decision of the Board of Directors, may be made against consideration in kind or by setting off a receivable.

In the issue of new shares the Board of Directors has the right to resolve upon the determination basis for the subscription price and the final subscription price, which, however, may not be lower than the nominal value of shares, on the approval of the subscriptions of the new shares, on the allocation of the shares to be issued and on the final amount of the shares to be issued.

The authorisation for the Board includes the right to deviate from the shareholders’ pre-emptive right of subscription. Hence the Board has the right to decide for example, on who has the right to subscribe to the new shares in the issuing of new shares, or to whom the convertible loan may be directed.

The purpose of the authorisation is to carry out and finance possible company acquisitions and other business arrangements as well as to finance the company’s current and/or future investments. For the stated reasons, “weighty financial reason” as required by the Finnish Companies Act, Chapter 4, Article 2, Paragraph 2, exist permitting the Board to deviate from the shareholders’ pre-emption right to subscription.

The authorisation is valid for one year from the resolution of the annual general meeting.

Helsinki, 10 February 2005

CapMan Plc
The Board of Directors

APPENDIX 2:

Proposal of the Board of Directors to authorise the Board of Directors to resolve to repurchase the company's own shares

The Board of Directors proposes that the Annual General Meeting revokes all earlier unused authorisations concerning the repurchase of own shares and authorises the Board to decide on repurchasing the company’s own shares by using the company’s distributable equity. The maximum number of shares to be repurchased is 3,500,000 publicly listed B-shares with a nominal value of EUR 0.01 provided that neither the nominal value nor the number of voting rights of own shares possessed by the company or its subsidiaries exceed five (5) per cent of the entire share capital or total number of voting rights of the company after the repurchase.

The repurchase of the shares will reduce the distributable equity of the company. The shares may be purchased in order to finance the company’s acquisition of assets related to the business of the company, to develop the company’s equity structure, to improve share liquidity, to be conveyed onwards or to be invalidated. The shares shall be purchased in another proportion than that of the shareholders’ share ownership through public trading. The shares shall be acquired at a price defined in the public trading at the time of the purchase, and the purchase price of the shares shall be paid to the sellers in accordance with directions and rules of the Helsinki Stock Exchange and the Finnish Central Securities Depository Ltd.

The Board has the final right to decide on the specifications of the acquisition price should the stated mechanism for determination of the price not be available.

Since the maximum number of shares to be repurchased is below five (5) per cent of the total number of shares and number of votes of all shares of the company, the acquisition of shares has no considerable effect on the distribution of the share ownership or voting power in the company. Related entities as defined in the Finnish Companies Act own approximately 59 per cent of the share capital and approximately 79 per cent of the votes attached to the shares of the company prior to the acquisition of own shares. The ownership of the related entities may be reduced due to the acquisition of shares. As the shares of the company are to be acquired through public trading arranged by the Helsinki Stock Exchange without knowledge of the identity of the assignor, the share of the share capital and votes belonging to the related entities after the acquisition cannot be determined in advance.

The authorisation shall be valid for one year from the resolution of the annual general meeting.

Helsinki, 10 February 2005

CapMan Plc
The Board of Directors

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