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This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into or to any person located or a resident of the United States of America, Australia,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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