AMANDA CAPITAL PLC STOCK EXCHANGE RELEASE 27 February, 2009 NOTICE TO CONVENE THE ANNUAL GENERAL MEETING The shareholders of Amanda Capital Plc are convened to the company's Annual General Meeting (AGM). The meeting will be held on Monday 30 March 2009 at 10.00 a.m. in Helsinki at Kansallissali, Aleksanterinkatu 44 A, 1st floor, 00100 Helsinki. The shareholders who have notified the company of their participation are registered from 9.15 a.m., from which time coffee is also served. A. Matters on the agenda of the AGM The AGM will consider the following matters: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinise the minutes and 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 2008 - Review by the CEO 7. Adoption of the annual accounts 8. Resolution on the use of the profit shown on the balance sheet The Board of Directors proposes to the AGM that the result for the financial period be entered in the profit and loss account and that no dividend be paid out. 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 Shareholders representing more than 60% of the company shares and votes propose a monthly fee of EUR 2,000 to the Chairman of the Board and a monthly fee of EUR 1,000 to the members of the Board and that the costs for travel and accommodation are paid according to company practice. 11. Resolution on the number of members of the Board of Directors Shareholders representing more than 60% of the company shares and votes propose that the number of members be five. 12. Election of members of the Board of Directors Shareholders representing more than 60% of the company shares and votes propose that the present Board members, i.e. Esa Karppinen, Peter Fagernäs, Pertti Laine, Petri Niemisvirta and Topi Piela, be re-elected to the Board. 13. Resolution on the remuneration of the auditor Shareholders representing more than 60% of the company shares and votes propose that the auditor to be elected be paid remuneration according to the auditor's invoice in compliance with principles approved by the Board of Directors. 14. Election of auditor Shareholders representing more than 60% of the company shares and votes propose that Authorised Public Accountants Ernst & Young Oy be re-elected auditor of the company. The auditor with main responsibility, named by Ernst & Young Oy, is Kunto Pekkala, APA. 15. 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 AGM that the Board of Directors be authorised to decide on the issuance of a maximum of 11,000,000 shares through the issuance of shares and/or special rights entitling to shares, referred to in chapter 10 section 1 of the Limited Liability Companies Act in one or several instalments. The Board may decide to issue either new shares or own shares already held by the company. The maximum amount of the proposed authorisation corresponds to approximately 48.3% of all the company shares at the date of the AGM. It is proposed that the authorisation be used for financing and carrying out possible business acquisitions or other arrangements, for consolidating the company's balance sheet and financing position, for carrying out commitment and incentives schemes for the personnel or for other purposes decided by the Board of Directors. It is further proposed that the authorisation comprise the right of the Board of Directors to decide on all the terms of the share issue and the issuance of special rights according to chapter 10 section 1 of the Limited Liability Companies Act, including the persons who will receive the shares or special rights entitling to shares and the amount of the consideration to be paid. Therefore, the authorisation comprises the right to issue shares or special rights in deviation from the shareholders' pre-emptive rights (directed issue), as set out by law. It is proposed that the authorisation cancel previous corresponding authorisations and be in force until 31 December 2010. 16. Authorising the Board of Directors to decide on the repurchase of the company's own shares The Board of Directors proposes to the AGM that the Board of Directors be authorised to decide on the repurchase of a maximum of 2,200,000 company shares with means included in the company's unrestricted equity so that the company together with its subsidiaries at no time holds or holds as pledge more than 10 per cent of all the company shares. Shares may be acquired for developing the company's capital structure, for nullification or for use in accordance with possible personnel incentive and compensation schemes or as consideration in business acquisitions and other arrangements. The shares shall be repurchased at a market price formed in public trading at Nasdaq OMX Helsinki. The repurchase may be made otherwise than in proportion to the shareholdings of the shareholders (directed repurchase), provided that the company has a weighing financial reason for doing so. It is further proposed that the authorisation cancel previous corresponding authorisations and be in force 18 months from the date of the decision. 17. Closing of the meeting B. Documents of the AGM The above mentioned proposals of the Board of Directors and shareholders relating to the agenda of the AGM as well as this notice are available to shareholders at Amanda Capital Plc's website at www.amandacapital.fi. The annual report of Amanda Capital Plc, including the company's annual accounts, the report of the Board of Directors and the auditor's report, will be available on the above mentioned website during week 12 at the latest. The proposals of the Board of Directors and shareholders and the documents on the annual accounts will also be available at the AGM, and copies of them and of this notice will be sent to shareholders upon request. The notice will not be sent to the shareholders separately. C. Instructions for the participants of the AGM 1. The right to participate and registration Each shareholder who has on Monday 20 March 2009 been registered in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the AGM. A shareholder whose shares are registered in his personal book-entry account in Finland is registered in the shareholders' register of the company. A shareholder who wishes to participate in the AGM shall register for the meeting no later than on 23 March 2009 at 3 p.m., by which time the company shall have received the notice. Such notice can be given in writing to Amanda Capital Plc, AGM, 30 March 2009, P.O.Box 896, 00101 Helsinki, by telephone Mon. to Fri, 10.00 a.m. to 4.00 p.m. +358 9 6829 600, by telefax +358 9 6829 6020, or by e-mail amandainfo@amandacapital.fi. In connection with the registration, a shareholder shall notify his name, personal ID number or business ID, address, telephone number, and the name of a possible proxy representative and/or assistant. Pursuant to chapter 5 section 25 of the Limited Liability Companies Act, a shareholders who is present at the AGM has the right to request information with respect to the matters to be considered at the meeting. 2. Proxy representative and powers of attorney A shareholder may participate in the AGM and exercise his 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 right to represent the shareholder at the AGM. Possible proxy documents should be sent to Amanda Capital Plc, AGM 30 March 2009, P.O.Box 896, 00101 Helsinki before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares who wants to participate in the AGM must be entered in the shareholders' register of the company on the record date of the meeting, i.e. 20 March 2009. A holder of nominee registered shares is advised to request his custodian bank the necessary instructions regarding the registration in the shareholders' register of the company, the issue of proxy documents and registration for the AGM. 4. Other instructions and information On the date of this notice, the total number of Amanda Capital Plc's shares and votes is 22,767,746. The company holds 91,657 own shares. Helsinki, 27 February, 2009 AMANDA CAPITAL PLC BOARD OF DIRECTORS Distribution: OMX Nordic Exchange in Helsinki, www.amandacapital.fi The Amanda Group is a private equity management company. Its parent company is the first publicly listed private equity fund of funds in Scandinavia. Amanda has investments in 24 private equity funds and in four funds of funds under Amanda's own management. Amanda Group is one of Finland's largest management companies of private equity fund investments. It manages several private equity fund portfolios under consultancy agreements and six private equity funds of funds with several domestic and international institutions as investors. Amanda Group currently has EUR 2.5 billion of assets under management (original investment commitments) with which it has made investments in more than 100 private equity funds in Europe, the US, Asia, and Russia.