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CapMan

A leading Nordic private asset manager

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Overview

CapMan is a leading Nordic asset management and investment company. CapMan manages close to EUR 6 billion in assets. The company mainly manages investors' assets but also makes direct investments from its balance sheet, mainly into own funds. Current investments strategies cover Buyout, Growth Equity, Real Estate, Natural Capital, Infra, Credit and Special situations.
CapMan is set to continue to grow its earnings and increase earnings stability, but current market conditions have posted challenges. An important driver is the increase in fee-based profitability through growth in capital under management, while still being able to maintain a sound cost structure. Additional earnings potential in the upcoming years is offered by the outlook of several of CapMans funds in an approaching carry. Good cash flows and a healthy balance sheet support continued high dividend payouts. The proceeds from the divestment of CapMan Procurement Services (CaPS) further provides financial leeway for larger strategic moves.

Financial overview

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Cap Man logo 1
CapMan - Near-term outlook still soft

Operatively CapMan’s Q3 fell short of our expectations mainly due to negative fair value changes, while the Management Company business profitability continued to develop nicely. The near-term outlook remains soft and we have pushed forward our expectations for market aided recovery. 

Company update |
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Cap Man logo 1
CapMan - Good core business profitability 

CapMan’s Q3 results were below our and consensus expectations. On our estimates the main deviations came from FV changes (EUR -0.8m/2.0m act./Evli) and the classification of CaPS as discontinued operations. The relative profitability of the Management Company business was better than expected on lower than estimated turnover.

Earnings Flash |
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Cap Man logo 1
CapMan - Full focus on core business

CapMan announced the divestment of CaPS for EUR 75m. In the short term, the transaction is slightly negative through the loss of a highly profitable business, but the proceeds provide an additional avenue to grow CapMan’s core business.

Company update |
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Cap Man logo 1
CapMan - Steady progress in fee-based profitability 

Q2 saw the Management Company business performing well, while investment returns were lacking. AUM growth of 3% q/q provides further support for continued good growth in fee-based profitability. 

Company update |
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CapMan - Decent result, healthy AUM growth

CapMan's turnover in Q2 amounted to EUR 18.3m, above our estimates and consensus (EUR 16.6m/16.5m Evli/cons.). EBIT was slightly below expectations, at EUR 5.4m (EUR 5.7m/6.2m Evli/cons.). AUM grew closer to EUR 200m q/q with the final closing of Nordic Infrastructure II (EUR 375m) and Growth III (hard cap EUR 130m) to EUR 5.8bn.

Earnings Flash |
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CapMan - Positive fundraising development
CapMan’s Q1 clearly beat our estimates driven by carried interest and positive fair value changes, but the highlight was still the successful fundraising in Infra II and Growth III.
Company update |
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Cap Man logo 1
CapMan - Good figures across the board
CapMan's turnover in Q1 amounted to EUR 18.4m, above our estimates and consensus (EUR 14.8m/15.1m Evli/cons.). EBIT also above expectations, at EUR 7.3m (EUR 1.2m/3.4m Evli/cons.), largely attributable to larger than estimated carried interest and positive fair value changes.
Earnings Flash |
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Cap Man logo 1
CapMan - Company update - Sights set on growth
CapMan’s Q4 results were below expectations, with revenue of EUR 14.1m (Evli 15.9m) and EBIT of EUR -4.8m (Evli EUR 5.1m). With on-going fundraising and the acquisition of Dasos, clear growth in AUM is expected in 2024.
Company update |
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Cap Man logo 1
CapMan - EBIT weakness driven by FV changes
CapMan's net sales in Q4 amounted to EUR 14.1m, below our estimates and below consensus (EUR 15.9m/18.7m Evli/cons.). EBIT also below expectations, at EUR -4.8m (EUR 5.1m/7.3m Evli/cons.). Dividend proposal: CapMan proposes a dividend of EUR 0.10 per share (EUR 0.09/0.09 Evli/Cons.).
Earnings Flash |
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CapMan - Near-term softness persists
CapMan’s Q3 was below estimates mainly due to carry and FV changes. Potential appears to remain high but near-term market conditions remain uncertain.
Company update |

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CapMan Plc Stock Exchange Release / Inside information

4 October 2024 at 01:35 a.m. EEST

Inside information: CapMan Plc and minority shareholders divest service business CaPS for EUR 75 million

CapMan Plc has today signed an agreement with Proxer Bidco Oy, to sell its ownership of service business CapMan Procurement Services (CaPS) Ltd ("CaPS"). CapMan Plc currently holds 92.7% of the shares in CaPS. The transaction is expected to close on 31 October 2024 with no conditions precedent to closing.

The transaction is in line with CapMan's strategy and will allow allocating more resources to accelerate the growth of the core business of private asset fund management. In addition, the transaction will have a significant positive impact on CapMan's 2024 earnings, liquidity and solidity.

Key highlights of the transaction:
  • Debt free cash purchase price of total EUR 75 million, including an earn-out consideration of EUR 5 million, subject to CaPS reaching certain operating targets during 2025
  • Positive EPS impact of approximately 33 cents in 2024
  • Strong immediate cash flow impact of approximately EUR 60 million, that significantly strengthens CapMan's balance sheet
  • The proceeds of the transaction will be used to grow the private asset fund management business, decrease interest bearing debt, and enable strong dividend distribution during the coming years
  • CapMan's Board of Directors currently expects to propose a total dividend of EUR 0.14 per share to the Annual General Meeting in 2025

CaPS is a unique service concept focused on driving down the indirect spend of their member companies in Finland, Sweden and the Baltics. It was established 15 years ago as a service to CapMan's own portfolio companies, but over the years it has actively been developed into a fast-growing stand-alone platform with more than 280 members and 290 vendors. The turnover of CaPS was EUR 10.2 million and operating profit EUR 5.9 million in 2023. In connection with the transaction CaPS' key employees will reinvest a significant proportion of the proceeds back into the business and continue to drive CaPS growth going forward.

"CaPS has developed strongly as part of CapMan, and I am proud of the consistent work we have done with the CaPS team over these 15 years. Now it is time to move into the next phase of our growth journey. With this new ownership structure, we will become an even more valuable partner to our members and vendors and accelerate international growth of our unique offering," says Maximilian Marschan, Managing Partner of CaPS.

"I want to thank Maximilian for his excellent work in building CaPS into the unique platform it is today and wish him and the team all the best going forward. Already for some time CaPS has been operating largely as a standalone business with limited operational links to the rest of the group. As CapMan's strategy is to grow the private asset fund management business, now is a natural time to divest CaPS and focus all our resources on developing the core," says Pia Kåll, CEO of CapMan.

Over the coming years CapMan seeks to significantly grow earnings from its private asset fund management business by a combination of continued growth and improved relative profitability, as the operations scale. As demonstrated during the past year, this is achieved by increasing the size of flagship funds, introducing new products to the market, and through selective acquisitions. With the resources released through this transaction growth can be further accelerated.

Due to the transaction, CapMan clarifies that its guidance on fee profit growth in 2024 is related to continuing operations. CapMan will host a Capital Markets Day on 11 March 2025 to give further details on its future strategic focus areas and growth initiatives.

CAPMAN PLC

Board of Directors

Contact details:

Tuija Ottoila, Investor Relations, +358 50 458 4549

DISTRIBUTION
Nasdaq Helsinki
Principal media
www.capman.com

About CapMan
CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.8 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001. Learn more at www.capman.com.

CapMan Plc Stock Exchange Release / Other information disclosed according to the rules of the Exchange

18 September 2024 at 9:30 a.m. EEST

CapMan's Board of Directors has decided on the additional dividend of EUR 0.04 per share authorised by the Annual General Meeting

The proposal of the Board of Directors to the Annual General Meeting of CapMan Plc held on 27 March 2024 was a combined proposal of a dividend distribution and an authorisation for the Board of Directors to decide on distribution of an additional dividend. The Board of Directors expected the overall dividend distribution to be EUR 0.10 per share for the financial period ended 31 December 2023.

The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, that a dividend in the total amount of EUR 0.06 per share would be paid based on the balance sheet adopted for 2023. The payment date was 9 April 2024.

In addition, the Annual General Meeting authorised the Board of Directors to decide on an additional dividend in the maximum amount of EUR 0.04 per share.

The Board of Directors of CapMan has on 18 September 2024 decided on the additional dividend of EUR 0.04 per share in accordance with the authorisation of the Annual General Meeting. The dividend payment date for the additional dividend shall be 27 September 2024, the ex-dividend date 19 September 2024 and the record date 20 September 2024.

CAPMAN PLC

Board of Directors

Additional information:

Tuija Ottoila, Investor Relations, +358 50 458 4549

DISTRIBUTION
Nasdaq Helsinki
Principal media
www.capman.com

About CapMan
CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.8 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001. Learn more at www.capman.com.

CapMan Plc Stock Exchange Release / Other information disclosed according to the rules of the Exchange
5 September 2024 at 14:00 p.m. EEST

Composition of CapMan's Shareholders' Nomination Board

Persons appointed to CapMan's Shareholders' Nomination Board are
  • Stefan Björkman, representing Silvertärnan Ab,
  • Olli Haltia, representing Hozainum Partners Oy,
  • Mikko Mursula, representing Ilmarinen Mutual Pension Insurance Company, and
  • Peter Immonen, representing Dolobratos Oy Ab.

The Nomination Board comprises four members that are appointed by the four shareholders having the largest share of the votes conferred by all Company shares on the last day of August. Each shareholder is entitled to appoint one member. If a shareholder does not wish to use the nomination right, the right shall be transferred to the next largest shareholder who would otherwise not be entitled to nominate a member. The Chair of CapMan's Board of Directors also serves as an expert member of the Nomination Board. The Chair does not participate in the decision-making of the Nomination Board.

The Shareholders' Nomination Board prepares the proposals concerning the election and remuneration of the Board of Directors and the remuneration of the members of the Committees of the Board of Directors for the General Meeting. The Nomination Board shall submit the proposals to the Board of Directors no later than on 31 January 2025.

CAPMAN PLC

Tuija Ottoila, Investor Relations, +358 50 458 4549

DISTRIBUTION
Nasdaq Helsinki
Principal media
www.capman.com

About CapMan
CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.8 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001. Learn more at www.capman.com.

CapMan Plc
Stock Exchange Release / Half-Year Financial Report
8 August 2024 at 8:00 a.m. EEST

CapMan Plc 1-6 2024 Half-Year Report

Results and significant events in 1-6 2024:
  • Assets under management EUR 5.8 billion 30 June 2024 (EUR 5.0 billion 31 December 2023).
  • Group turnover was MEUR 36.7 1 January-30 June 2024 (MEUR 31.6 1 January-30 June 2023).
  • Fee income was MEUR 32.9 (MEUR 28.8). 
  • Carried interest was MEUR 3.8 (MEUR 2.8).
  • Operating profit was MEUR 12.7 (MEUR 4.7). Comparable operating profit was MEUR 14.4 (MEUR 4.7).
  • Fee profit was MEUR 7.0 (MEUR 4.7).
  • Diluted earnings per share were 3.0 cents (2.3 cents). Comparable diluted earnings per share were 3.9 cents (2.3 cents).
  • In March, CapMan Plc completed the acquisition of Dasos Capital Oy.
  • In June CapMan announced final tender offer results for its outstanding bond due 2025 and issued a new MEUR 60 sustainability-linked bond.

This stock exchange release is a summary of CapMan Plc's Half-Year Report for the period 1 January-30 June 2024. The complete report is available in pdf-format as an attachment to this release and on the company's website at https://capman.com/shareholders/result-reports/.

CEO's comment:

After strong growth in the first half of 2024 all key metrics are at record high levels at the end of June. Assets under management are up 16% at EUR 5.8 billion, fee income grew +14% and fee profit grew with +50% to EUR 7.0 million.

Strong growth in management company and service business

Assets under management reached a record EUR 5.8 billion primarily through the acquisition of Dasos Capital and successful final closings of two funds; Nordic Infrastructure II, at EUR 375 million or double the size of the first fund, and Growth III at the fund's hard cap of EUR 130 million. AUM growth is the primary driver for fee income, which correspondingly grew 14% compared to the previous year.

Going forward our outlook remains strong with several funds currently in fundraising, which will contribute to future AUM growth and earnings development. Dasos Sustainable Forest and Wood III continues active fundraising and positive development, the Social Real Estate fund established at the end of last year continues fundraising towards its target of EUR 500 million over the coming years, and in the real estate flagship fund Nordic Real Estate IV we target a first close during 2024 and a target size of EUR 750 million at the final close of the fund.

As a result of growing fee income and improved relative profitability CapMan's fee profit, our most stable and predictable profit component, grew to record levels of EUR 7.0 million, up +50% compared to previous year.

Positive development across investment areas contributing to both future carry potential and positive Investment business development

We continued to deliver good returns to our fund investors by systematically executing the investment strategies also in a more challenging market environment. For the first half year the Infrastructure, Private Equity and Credit funds showed on aggregate strong positive return development, thus improving our future carry outlook, while development of Real Estate funds has been more flat in line with the still recovering market. Our investment activity across strategies has stayed high. During the first half of the year, we have completed in total seven new platform investments and six exits, which can be compared to the full year median for the past ten years of 13 platform investments and seven exits.

The positive development in our funds also contributed to positive fair value change in the Investment business, i.e., in the investments made from CapMan's own balance sheet. Fair value of the investments into our own funds is up +5.1% during the first half of the year. In total the balance sheet investments' fair value change was +2.2%, as the external fund investments had a negative development during the period. CapMan funds are the main focus of our balance sheet investments, and we are not at the moment considering new external fund investments.

Through our investment activity we are building the society we want to see in the future

Through the investments we do from our funds and the value creation carried out in each asset during our ownership we contribute to building the society we want to see in 2040 and beyond. In April we published our Investments Sustainability Report for 2023, where you can read more about CapMan's integrated approach for sustainability and financial value creation done in our holdings across Real Estate, Infrastructure, Private Equity and Credit.

Sincerely,

Pia Kåll

CEO, CapMan Plc

Key figures

MEUR 1-6/24 1-6/23

Operating profit 12.7 4.7
Items impacting comparability 1.6 -
Comparable operating profit 14.4 4.7

Result for the period 8.9 4.8
Items impacting comparability 1.5 -
Comparable result for the period 10.4 4.8

Earnings per share, cents 3.0 2.3
Items impacting comparability, cents 0.9 -
Comparable earnings per share, cents 3.9 2.3

Earnings per share, diluted, cents 3.0 2.3
Items impacting comparability, cents 0.9 -
Comparable earnings per share, diluted, cents 3.9 2.3

% 30.6.24 30.6.23

Return on equity, % p.a. 13.6 7.4
Comparable return on equity, % p.a. 15.9 7.4
Equity ratio, % 50.7 45.7

Long-term financial objectives

CapMan's distribution policy is to pay sustainable distributions that grow over time. CapMan's objective is to distribute at least 70% of the Group's profit attributable to equity holders of the company excluding the impact of fair value changes, subject to the distributable funds of the parent company. In addition, CapMan may pay out distributions accrued from investment operations, taking into consideration foreseen cash requirements for future investments.

The combined growth objective for the Management Company and Service businesses is more than 15% p.a. on average. The objective for return on equity is more than 20% p.a. on average. CapMan's equity ratio target is more than 50%.

CapMan expects to achieve these financial objectives gradually and key figures are expected to show fluctuations on an annual basis considering the nature of the business.

Outlook estimate for 2024

CapMan's objective is to improve results in the long term, taking into consideration annual fluctuations related to the nature of the business. Carried interest income from funds managed by CapMan and the return on CapMan's investments have a substantial impact on CapMan's overall result. In addition to asset-specific development and exits from assets, various factors outside of the portfolio's and CapMan's control influence fair value development of CapMan's overall investments, as well as the magnitude and timing of carried interest. For these reasons, CapMan does not provide numeric estimates for 2024.

CapMan estimates assets under management to grow in 2024. The company estimates fee profit also to grow in 2024. These estimations do not include possible items affecting comparability.

Result webcast today at 9.30 a.m. EEST

CapMan's management will present the result for the review period in a webcast to be held at 9.30 a.m. EEST. Please access the webcast at https://capman.videosync.fi/q2-2024. The conference will be held in English. A replay of the webcast will be available on the company's website after the event.

Helsinki, 8 August 2024

CAPMAN PLC
Board of Directors

Contact details:
Atte Rissanen, CFO, CapMan Plc, tel. +358 50 040 5732

Distribution:
Nasdaq Helsinki Ltd
Principal media
www.capman.com

Appendix: CapMan Plc 1-6 2024 Half-Year Report

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.8 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001. www.capman.com

CapMan Plc press release                              
1 August 2024 at 10:00 a.m. EEST

CapMan to publish its 1 - 6 2024 Half-Year Report on Thursday 8 August 2024

CapMan will publish its interim report for the period 1 January-30 June 2024 on Thursday 8 August 2024 around 8.00 a.m. EEST. The company will present the results for the review period over a webcast press conference starting at 9.30 a.m. EEST accessible at https://capman.videosync.fi/q2-2024. The conference will be held in English. The report and presentation material will be available at CapMan's website after the publication (https://capman.com/shareholders/result-reports/).

For further information, please contact:
Charlotte Wessman, Director, Communications, + 46 734 29 08 32

Webcast:
8 August 2024 at 9.30 a.m. EEST
https://capman.videosync.fi/q2-2024

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.7 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001. www.capman.com

CapMan Plc
Stock Exchange Release
11 June 2024 at 14:00 EEST

Listing prospectus for CapMan's EUR 60 million sustainability-linked notes available; listing application submitted

CapMan plc (the "Company") announced on 3 June 2024 its decision to issue new unsecured sustainability-linked notes in the aggregate principal amount of EUR 60 million (the "Notes"). The Notes were issued on 10 June 2024.

The Finnish Financial Supervisory Authority has today approved the listing prospectus of the Notes (the "Prospectus"). The Prospectus is available in English on the Company's website at https://capman.com/shareholders/share-shareholders/debt-information/.

The Company has today submitted an application for the Notes to be admitted to trading on the list of sustainable bonds of Nasdaq Helsinki Ltd. Trading on the Notes is expected to commence on or about 13 June 2024 under the trading code "CAPMJ650029".

The proceeds of the Notes, less costs and expenses incurred by the Company in connection with the issue of the Notes, are used to fund the purchase of existing notes of the Company due 2025 pursuant to the tender offer announced on 24 May 2024 and other general corporate purposes of the group.

OP Corporate Bank plc acted as the sole lead manager for the issue of the Notes (the "Lead Manager").

CAPMAN PLC

For further information, please contact:

Stina Lähteenoja

Communications Manager

+358 45 840 8438

Distribution:

Nasdaq Helsinki

Principal media

www.capman.com

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.7 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001.

Disclaimer

This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Company. No actions have been taken to register or qualify the Notes, or otherwise to permit a public offering of the Notes, in any jurisdiction. The distribution of this release and the related material concerning the issuance of the Notes may, in certain jurisdictions, be restricted by law. Persons into whose possession this release or any such material may come are required to inform themselves of and observe all such restrictions. This release and any such material may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland. In particular, this release and any such material may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa and any related material concerning the issuance of the Notes may not be sent to any person in the before mentioned jurisdictions. Neither the Company nor the Lead Manager, or their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the Company's securities, including the Notes, are aware of such restrictions.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (as amended, the "U.S. Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. The Notes may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons (as such terms are defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

The information provided in this release and any related materials relating to any securities referred to herein is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000, as amended, do not apply and are solely directed at persons in the United Kingdom who (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) are within Article 43(2) of the Order, or other persons to whom they may be lawfully communicated (all such persons together being referred to as "relevant persons"). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.

CapMan Plc
Stock Exchange Release
3 June 2024 at 18:00 EEST

CapMan Plc (the "Company") announces today the final results of the invitation to all holders of its outstanding EUR 50 million 4.000 per cent notes due 9 December 2025 (ISIN: FI4000456132) (the "Notes") to tender their Notes for cash on the terms and conditions set out in the tender offer memorandum dated 24 May 2024 (the "Tender Offer Memorandum") (the "Tender Offer").

Results of the Tender Offer

The expiration deadline for the Tender Offer was 4:00 p.m. Finnish time (EEST) on 31 May 2024. The aggregate principal amount of the Notes validly tendered by the holders for purchase pursuant to the Tender Offer was EUR 46,049,000.

The Company confirms that the condition relating to the pricing of new euro-denominated notes (the "New Notes") has been fulfilled and, subject to the issuance agreement remaining in full force and effect on the Settlement Date (as defined below), the Company will accept for purchase all such tenders of the Notes pursuant to the terms of the Tender Offer Memorandum.

The settlement date for the Tender Offer and the issue of the New Notes is 10 June 2024 (the "Settlement Date").

The purchase price of the Notes is EUR 1,005 per EUR 1,000 in nominal amount of the Notes. Accrued and unpaid interest will be paid in respect of all Notes accepted for purchase. All the Notes purchased by the Company will be cancelled. The Notes not purchased pursuant to the Tender Offer will remain outstanding.

Additional information may be obtained from the Dealer Manager.

Dealer Manager:

OP Corporate Bank plc

Telephone: +358 50 599 1281

Attention: Thomas Ulfstedt

Email: liabilitymanagement@op.fi

CAPMAN PLC

For further information, please contact:

Stina Lähteenoja

Communications Manager

+358 45 840 8438

Distribution:

Nasdaq Helsinki

Principal media

www.capman.com

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.7 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001.

Disclaimer

This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Company. The distribution of this release and the related material concerning the Tender Offer may, in certain jurisdictions, be restricted by law. Persons resident outside of Finland may receive this release and the related material concerning the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such material or documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction. In particular, this release and any such material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. None of the Company or the Dealer Manager or any of their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the Company's securities, are aware of these restrictions or not. Please refer to the Tender Offer Memorandum for a full description of such restrictions.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), the securities laws of any state of the United States or other jurisdiction. Any securities referred to herein may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons (as such terms is defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

The information provided in this release and any related materials relating to any securities referred to herein is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000, as amended, do not apply and are solely directed at persons in the United Kingdom who (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) are within Article 43(2) of the Order, or other persons to whom they may be lawfully communicated (all such persons together being referred to as "relevant persons"). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.

CapMan Plc
Stock Exchange Release
3 June 2024 at 17:30 EEST

CapMan Plc ("Company") issues unsecured sustainability-linked notes in the aggregate principal amount of EUR 60 million (the "Notes"). The Notes will mature on 10 June 2029 and carry initially a fixed annual interest of 6.500 per cent. The issue date for the Notes will be 10 June 2024. The Notes are issued in accordance with the new CapMan Sustainability-Linked Bond Framework published on 24 May 2024 at https://capman.com/shareholders/share-shareholders/debt-information/.

"These are the second sustainability-linked notes issued by CapMan. Linking our financing costs to predefined sustainability objectives supports our vision to be the most responsible private assets investor in the Nordics. We are very pleased with the demand for the Notes. Their issuance extends the average maturity of our bond portfolio, supports our growth objectives, and simultaneously encourages the achievement of our climate goals," says Atte Rissanen, CapMan's CFO.

The Company will submit an application for the Notes to be admitted to trading on the list of sustainable bonds of Nasdaq Helsinki Ltd.

The Company intends to use the proceeds of the Notes, less costs and expenses incurred by the Company in connection with the issue of the Notes, to fund the purchase of existing notes of the Company due 2025 pursuant to the tender offer announced on 24 May 2024 and other general corporate purposes of the group.

OP Corporate Bank plc acts as sole sustainability-linked bond framework adviser and as a sole lead manager for the issue of Notes (the "Lead Manager").

CAPMAN PLC

For further information, please contact:

Stina Lähteenoja

Communications Manager

+358 45 840 8438

Distribution:

Nasdaq Helsinki

Principal media

www.capman.com

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.7 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001.

Disclaimer

This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Company. No actions have been taken to register or qualify the Notes, or otherwise to permit a public offering of the Notes, in any jurisdiction. The distribution of this release and the related material concerning the issuance of the Notes may, in certain jurisdictions, be restricted by law. Persons into whose possession this release or any such material may come are required to inform themselves of and observe all such restrictions. This release and any such material may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland. In particular, this release and any such material may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa and any related material concerning the issuance of the Notes may not be sent to any person in the before mentioned jurisdictions. Neither the Company nor the Lead Manager, or their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the Company's securities, including the Notes, are aware of such restrictions.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (as amended, the "U.S. Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. The Notes may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons (as such terms are defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

The information provided in this release and any related materials relating to any securities referred to herein is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000, as amended, do not apply and are solely directed at persons in the United Kingdom who (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) are within Article 43(2) of the Order, or other persons to whom they may be lawfully communicated (all such persons together being referred to as "relevant persons"). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.

CapMan Plc
Stock Exchange Release
31 May 2024 at 18:00 EEST

CapMan announces indicative tender offer results for its outstanding notes due 2025

CapMan Plc (the "Company") announces today the indicative results of the invitation to all holders of its outstanding EUR 50 million 4.000 per cent notes due 9 December 2025 (ISIN: FI4000456132) (the "Notes") to tender the Notes for cash (the "Tender Offer").

The offer period for the Tender Offer expired at 4:00 p.m. Finnish time (EEST) today (the "Expiration Deadline"). At the Expiration Deadline, the aggregate principal amount of Notes validly tendered by the noteholders for purchase was EUR 45,929,000.

Pursuant to the terms of the Tender Offer, the Company has reserved the right, in its sole discretion, to decide on acceptance of the Notes for purchase, including not to accept any Notes for purchase. The acceptance by the Company of any Notes for purchase is subject to, without limitation, the pricing of the potential issue of new euro-denominated notes and other conditions set out in the tender offer memorandum dated 24 May 2024 (the "New Issue Condition"). As at the date of this announcement, the New Issue Condition has not yet been fulfilled.

The non-binding indicative aggregate nominal amount of the Notes expected to be accepted for purchase pursuant to the Tender Offer in the event that the New Issue Condition is satisfied (or waived) is EUR 45,929,000.

The Company expects to announce the final results of the Tender Offer, and whether the New Issue Condition has been fulfilled or waived, as soon as feasible, and no later than 14 June 2024.

Additional information may be obtained from the Dealer Manager.

Dealer Manager:

OP Corporate Bank plc

Telephone: +358 50 599 1281

Attention: Thomas Ulfstedt

Email: liabilitymanagement@op.fi

For further information, please contact:

CAPMAN PLC

For further information, please contact:

Stina Lähteenoja

Communications Manager

+358 45 840 8438

Distribution:

Nasdaq Helsinki

Principal media

www.capman.com

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.7 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001.

Disclaimer

This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Company. The distribution of this release and the related material concerning the Tender Offer may, in certain jurisdictions, be restricted by law. Persons resident outside of Finland may receive this release and the related material concerning the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such material or documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction. In particular, this release and any such material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. None of the Company, the Dealer Managers or the Tender Agent or any of their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the Company's securities, are aware of these restrictions or not. Please refer to the Tender Offer Memorandum for a full description of such restrictions.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), the securities laws of any state of the United States or other jurisdiction. Any securities referred to herein may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons (as such terms is defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

The information provided in this release and any related materials relating to any securities referred to herein is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000, as amended, do not apply and are solely directed at persons in the United Kingdom who (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) are within Article 43(2) of the Order, or other persons to whom they may be lawfully communicated (all such persons together being referred to as "relevant persons"). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.

CapMan Plc
Stock Exchange Release / Managers' Transactions            
29.5.2024 at 08:00 EEST

CapMan Plc Managers' transactions - Koskinen

CapMan Plc has received the following notification under Article 19 of the Market Abuse Regulation from Koskinen, Mika.

____________________________________________

Person subject to the notification requirement

Name: Koskinen, Mika

Position: Other senior manager

Issuer: CapMan Oyj

LEI: 743700498L5THNQWVL66

Notification type: INITIAL NOTIFICATION

Reference number: 64333/5/4

____________________________________________

Transaction date: 2024-05-27

Venue: XHEL

Instrument type: SHARE

ISIN: FI0009009377

Nature of the transaction: ACQUISITION

Transaction details

(1): Volume: 4580 Unit price: 1.904 EUR

(2): Volume: 249 Unit price: 1.904 EUR

(3): Volume: 965 Unit price: 1.904 EUR

(4): Volume: 249 Unit price: 1.904 EUR

(5): Volume: 900 Unit price: 1.904 EUR

(6): Volume: 976 Unit price: 1.903 EUR

(7): Volume: 976 Unit price: 1.903 EUR

(8): Volume: 3270 Unit price: 1.902 EUR

(9): Volume: 380 Unit price: 1.902 EUR

(10): Volume: 368 Unit price: 1.902 EUR

(11): Volume: 254 Unit price: 1.902 EUR

(12): Volume: 965 Unit price: 1.902 EUR

(13): Volume: 2 Unit price: 1.902 EUR

(14): Volume: 900 Unit price: 1.9 EUR

(15): Volume: 1000 Unit price: 1.9 EUR

(16): Volume: 1571 Unit price: 1.898 EUR

(17): Volume: 1702 Unit price: 1.901 EUR

(18): Volume: 1126 Unit price: 1.903 EUR

(19): Volume: 1788 Unit price: 1.903 EUR

(20): Volume: 2086 Unit price: 1.903 EUR

(21): Volume: 649 Unit price: 1.904 EUR

(22): Volume: 649 Unit price: 1.904 EUR

(23): Volume: 3395 Unit price: 1.902 EUR

(24): Volume: 1000 Unit price: 1.902 EUR

Aggregated transactions (24):

Volume: 30000 Volume weighted average price: 1.90239 EUR

CAPMAN PLC

Tiina Halmesmäki
General Counsel

Distribution:
Nasdaq Helsinki
Principal media
www.capman.com

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.7 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001. www.capman.com

CapMan Plc
Stock Exchange Release / Inside information
24 May 2024 at 10:15 EEST

Inside Information: CapMan considers issuance of new sustainability-linked notes and announces a voluntary tender offer of its 2025 notes

CapMan Plc (the "Company") is considering the issuance of new sustainability-linked notes (the "New Notes"). The New Notes are contemplated to be issued in accordance with the new CapMan Sustainability-Linked Bond Framework published on 24 May 2024 at https://capman.com/shareholders/share-shareholders/debt-information/. The potential issue of New Notes is expected to take place in the near future subject to market conditions.

At the same time, the Company announces that it invites the holders of its outstanding EUR 50 million 4.000 per cent notes due 9 December 2025 (ISIN: FI4000456132) (the "Notes") (the "Holders") to tender their Notes for cash on the terms and conditions set out in the Tender Offer Memorandum dated 24 May 2024 (the "Tender Offer Memorandum") (the "Tender Offer").

Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer. The Tender Offer Memorandum is available from the Dealer Manager (as defined below).

Details of the Tender Offer

The Company proposes to accept for purchase any and all of the Notes, although the Company reserves the right, in its sole discretion, to accept or reject any Notes offered for purchase. Whether the Company will accept for purchase any Notes validly tendered is subject to, without limitation, the pricing of the issue of the New Notes and other conditions set out in the Tender Offer Memorandum (the "New Issue Condition").

The purchase price of the Notes is EUR 1,005 per EUR 1,000 in nominal amount of the Notes. Accrued and unpaid interest will be paid in respect of all Notes accepted for purchase.

When considering allocations of the New Notes, the Company intends to give preference to those investors who have, prior to the allocation of the New Notes, validly tendered Notes or given an indication of firm intention to the Company or the Dealer Manager to tender Notes and subscribe for New Notes. Therefore, a Holder that wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Tender Offer may be eligible to receive priority in the allocation of the New Notes, at the Company's sole and absolute discretion and subject to the completion of the Tender Offer, the selling restrictions contained in the preliminary listing prospectus  for the New Notes and the satisfaction or waiver of the New Issue Condition. Such priority may be given for an aggregate nominal amount of the New Notes up to the aggregate nominal amount of Notes subject to a Holder's valid tender instruction where an allocation of the New Notes is also requested, subject to the acceptance for purchase by the Company of the Notes so tendered.

Expected Transaction Timeline

Unless extended, re-opened or terminated as provided in the Tender Offer Memorandum, the offer period closes at 4:00 p.m. Finnish time (EEST) on 31 May 2024. Possible announcement of indicative Tender Offer results will be published as soon as practicable after the expiry of the offer period on 31 May 2024. The final Tender Offer results will be announced as soon as practicable after the satisfaction or waiver of the New Issue Condition. Subject to satisfaction of the New Issue Condition, the settlement date for the Tender Offer and the New Notes is expected to be 10 June 2024 and, in any case, no later than 25 June 2024.

Rationale of the Tender Offer

The Company intends to use a part of the proceeds received from the New Notes to fund the purchase of Notes accepted for purchase by the Company in the Tender Offer. The purpose of the Tender Offer in conjunction with the issuance of the New Notes is to proactively manage upcoming debt redemptions and to extend the average debt maturity profile for the Company.

OP Corporate Bank plc acts as sole sustainability-linked bond framework adviser and as lead manager for the issue of New Notes and as the tender agent and dealer manager for the Tender Offer (the "Tender Agent" and the "Dealer Manager").

CAPMAN PLC

For further information, please contact:

Stina Lähteenoja

Communications Manager

+358 45 840 8438

Distribution:

Nasdaq Helsinki

Principal media

www.capman.com

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.7 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001.

IMPORTANT NOTICE

Neither this release nor the Tender Offer Memorandum constitutes a recommendation by the Company, the Dealer Manager, the Tender Agent, the Lead Manager, or any of their respective directors, officers, employees, agents or affiliates regarding the Tender Offer or a recommendation as to whether the Holders should tender any Notes in the Tender Offer or a recommendation to subscribe for any notes potentially issued by the Company. The Holders should consult their own tax, accounting, financial and legal advisers and make an independent decision as to whether to tender any Notes held by them for purchase pursuant to the Tender Offer or to invest in any notes potentially issued by the Company.

Distribution Restrictions

General

The distribution of this release and the invitation to tender the outstanding Notes is prohibited by law in certain countries. The Tender Offer of the Notes is not made to the public either inside or outside of Finland. Persons resident outside of Finland may receive the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release may come are required to inform themselves about and comply with such restrictions. This release may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland, including the United States, Australia, Canada, Hong Kong, Singapore, New Zealand, South Africa and Japan. The information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell the Notes to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. The Company's, the Dealer Manager's or the Tender Agent's representatives assume no legal responsibility for such violations, regardless of whether the parties contemplating investing in or divesting the Notes are aware of these restrictions or not.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, and cannot be accepted, directly or indirectly, from, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the Securities Act (each, a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise sent, transmitted, distributed or forwarded (including, without limitation, by custodians, nominees trustees or agents) in, into or from the United States or to any persons located or resident in the United States or to any U.S. Person and persons receiving the Tender Offer Memorandum must not mail, send, transmit, distribute or forward it or any other documents or materials relating to the Tender Offer in, into or from the United States.

United Kingdom

The communication of this release and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

General

This release does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation would be considered unlawful. In those jurisdictions where the securities, investor protection or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Manager or any of the Dealer Manager's affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

In addition to the representations referred to above and below in respect of the United States, each Holder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally. Any tender of the Notes for purchase pursuant to the Tender Offer from a Holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of the Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.

Disclaimer

This release is for information purposes only and is not to be construed as an offer to sell any securities of the Company. No actions have been taken to register or qualify the New Notes, or otherwise to permit a public offering of the New Notes, in any jurisdiction. If the Company decides to proceed with the issue of the New Notes, any offering material or documentation related to the New Notes may be received only in compliance with applicable exemptions or restrictions. None of the Company, the Dealer Manager, the Tender Agent nor the Lead Manager or their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the Company's securities, including the New Notes, are aware of such restrictions.

The New Notes have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States. The New Notes may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

CapMan Plc
Stock Exchange Release / Managers' Transactions           
14.5.2024 at 14:15 p.m. EEST

CapMan Plc Managers' Transactions - Äkäs Capital Oy

CapMan Plc has received the following notification under Article 19 of the Market Abuse Regulation from Äkäs Capital Oy.

____________________________________________

Person subject to the notification requirement

Name: Äkäs Capital Oy

Position: Member of the Board/Deputy member

(X) Legal person  (1):Person Discharging Managerial Responsibilities In Issuer

Name: Maximilian Marschan

Position: Member of the Board

Issuer: CapMan Oyj

LEI: 743700498L5THNQWVL66

Notification type: INITIAL NOTIFICATION

Reference number: 62704/5/4

____________________________________________

Transaction date: 2024-05-10

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI0009009377

Nature of transaction: ACQUISITION

Transaction details

(1): Volume: 17574 Unit price: 1.948 EUR

Aggregated transactions (1):

Volume: 17574 Volume weighted average price: 1.948 EUR

CAPMAN PLC

Tiina Halmesmäki
General Counsel

Distribution:
Nasdaq Helsinki
Principal media
www.capman.com

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.7 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001. www.capman.com  

CapMan Plc
Stock Exchange Release / Managers' Transactions           
14.5.2024 at 14:15 p.m. EEST

CapMan Plc Managers' Transactions - Marschan

CapMan Plc has received the following notification under Article 19 of the Market Abuse Regulation from Marschan, Maximilian.

____________________________________________

Person subject to the notification requirement

Name: Maximilian Marschan

Position: Other senior manager

Issuer: CapMan Oyj

LEI: 743700498L5THNQWVL66

Notification type: INITIAL NOTIFICATION

Reference number: 62695/4/4

____________________________________________

Transaction date: 2024-05-10

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI0009009377

Nature of transaction: DISPOSAL

Transaction details

(1): Volume: 17574 Unit price: 1.948 EUR

Aggregated transactions (1):

Volume: 17574 Volume weighted average price: 1.948 EUR

CAPMAN PLC

Tiina Halmesmäki
General Counsel

Distribution:
Nasdaq Helsinki
Principal media
www.capman.com

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.7 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001. www.capman.com

CapMan Plc
Stock Exchange Release / Managers' Transactions           
10.5.2024 at 11:00 a.m. EEST

CapMan Plc Managers' transactions - Olsson

CapMan Plc has received the following notification under Article 19 of the Market Abuse Regulation from Olsson, Anna.

____________________________________________

Person subject to the notification requirement

Name: Olsson, Anna

Position: Other senior manager

Issuer: CapMan Oyj

LEI: 743700498L5THNQWVL66

Notification type: INITIAL NOTIFICATION

Reference number: 743700498L5THNQWVL66_20240508145636_46

____________________________________________

Transaction date: 2024-05-08

Venue not applicable

Instrument type: SHARE

ISIN: FI0009009377

Nature of the transaction: RECEIPT OF A SHARE-BASED INCENTIVE

Transaction details

(1): Volume: 9160 Unit price: 0.00 EUR

Aggregated transactions

(1): Volume: 9160 Volume weighted average price: 0.00 EUR

CAPMAN PLC

Tiina Halmesmäki
General Counsel

Distribution:
Nasdaq Helsinki
Principal media
www.capman.com

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.7 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001. www.capman.com 

CapMan Plc
Stock Exchange Release / Managers' Transactions           
10.5.2024 at 11.00 a.m. EEST

CapMan Plc Managers' transactions - Matikainen

CapMan Plc has received the following notification under Article 19 of the Market Abuse Regulation from Matikainen, Mika.

____________________________________________

Person subject to the notification requirement

Name: Matikainen, Mika

Position: Other senior manager

Issuer: CapMan Oyj

LEI: 743700498L5THNQWVL66

Notification type: INITIAL NOTIFICATION

Reference number: 743700498L5THNQWVL66_20240508145636_39

____________________________________________

Transaction date: 2024-05-08

Venue not applicable

Instrument type: SHARE

ISIN: FI0009009377

Nature of the transaction: RECEIPT OF A SHARE-BASED INCENTIVE

Transaction details

(1): Volume: 17734 Unit price: 0.00 EUR

Aggregated transactions

(1): Volume: 17734 Volume weighted average price: 0.00 EUR

CAPMAN PLC

Tiina Halmesmäki
General Counsel

Distribution:
Nasdaq Helsinki
Principal media
www.capman.com

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.7 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001. www.capman.com  

Shareholders Date % of Shares % of Votes
Silvertärnan Ab 30.09.2024 12.8% 12.8%
Hozainum Partners Oy 30.09.2024 5.1% 5.1%
Ilmarinen Mutual Pension Insurance Company 30.09.2024 4.9% 4.9%
Laakkonen Mikko Kalervo 30.09.2024 3.9% 3.9%
Dolobratos Oy Ab 30.09.2024 3.1% 3.1%
Varma Mutual Pension Insurance Company 30.09.2024 2.1% 2.1%
Joensuun Kauppa Ja Kone Oy 30.09.2024 1.9% 1.9%
Vesasco Oy 30.09.2024 1.8% 1.8%
The State Pension Fund 30.09.2024 1.4% 1.4%
Danske Invest Finnish Equity Fund 30.09.2024 1.3% 1.3%

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Company Facts

CEO Pia Kåll
CFO Atte Rissanen
IR Tuija Ottoila
Market cap (EURm) 307
Industry Diversified Financial Services
Ticker CAPMAN

Guidance

CapMan expects assets under management and fee profit to grow in 2024 (excl. possible IAC).

Financial targets

Over 10% average annual growth of Mangement Company and Services business. Return on equity over 20%. Equity ratio over 60%. Annually increasing dividend.

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