CapMan

CapMan Plc
Stock Exchange Release
13 February 2025 8:05 a.m. EET

CapMan Plc's Notice to the Annual General Meeting

Notice is given to the shareholders of CapMan Plc ("CapMan" or the "Company") to the Annual General Meeting (the "General Meeting") to be held on Tuesday, 25 March 2025 at 1:00 p.m. (EET) at Little Finlandia at the address Karamzininranta 4, 00100 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12:30 p.m. (EET).

CapMan provides the option for shareholders to exercise their voting rights without having to be physically present at the General Meeting by voting in advance. In addition, the shareholders can follow the General Meeting via a webcast, to which an access link will be sent prior to the General Meeting. For further instructions, please refer to Section C "Instructions for the participants of the General Meeting" of this notice.

A. Matters on the Agenda of the General Meeting

At the General Meeting, the following matters will be considered:

1. Opening of the General Meeting

2. Calling the General Meeting to order

3. Election of the persons to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the General Meeting

5. Recording the attendance and adoption of the list of votes

6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor's Report for the year 2024

Review by the CEO and by the auditor concerning the auditor's report.

The Company's Annual Report 2024, including the Company's Financial Statements, the Report of the Board of Directors and the Auditor's Report, will be made available on the Company's website at www.capman.com/shareholders/governance/general-meetings/ at the beginning of week 10.

7. Adoption of the Financial Statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

According to the Financial Statements for the financial year ended 31 December 2024, CapMan's distributable funds amounted to approximately EUR 88.3 million.

The Board of Directors' resolution proposal to the General Meeting is 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 expects the overall dividend distribution to be EUR 0.14 per share for the financial period ended 31 December 2024.

The Board of Directors proposes to the General Meeting that a dividend in the total amount of EUR 0.07 per share would be paid for the financial period that ended on 31 December 2024 based on the annual accounts adopted for the financial year ended on 31 December 2024. The dividend would be paid to a shareholder who on the record date of the payment, 27 March 2025, is registered as a shareholder in the shareholders' register of the Company maintained by Euroclear Finland Oy. The payment date would be 3 April 2025.

The Board of Directors further proposes to the General Meeting that the Board of Directors be authorised to decide on an additional dividend in the maximum amount of EUR 0.07 per share. The authorisation would be effective until the opening of the next Annual General Meeting. The Board of Directors intends to resolve on the additional dividend in its meeting scheduled for 15 September 2025.

9. Resolution on the discharge of the members of the Company's Board of Directors and the CEO from liability

10. Presentation and advisory resolution on the adoption of the Company's Remuneration Report

The Company's Remuneration Report for the financial year 2024 will be made available on the Company's website www.capman.com/shareholders/governance/general-meetings/ at the beginning of week 10.

The Board of Directors proposes to the General Meeting that the Company's remuneration report for governing bodies for the financial year 2024 is adopted through an advisory resolution.

11. Resolution on the remuneration of the members of the Company's Board of Directors

The Shareholders' Nomination Board proposes to the General Meeting that the monthly fees payable to the Board members in cash for the term ending at the end of the next Annual General Meeting are as follows:

• Chair of the Board of Directors: EUR 5,450/month (2024: EUR 5,000)
• Deputy Chair of the Board of Directors: EUR 4,350/month (2024: EUR 4,000)
• Chair of the Audit Committee: EUR 4,350/month (2024: EUR 4,000), if he/she is not simultaneously acting as Chair or Deputy Chair of the Board of Directors
• Board members: EUR 3,500/month (2024: EUR 3,250)

The Shareholders' Nomination Board further proposes to the General Meeting that for participation in meetings of the Board of Directors and its Committees, the Chairs be paid a fee of EUR 800 per meeting (2024: EUR 800) and the members of the Board and its Committees be paid a fee of EUR 400 per meeting (2024: EUR 400) in addition to their monthly fee, that the remuneration of the Board members includes other possible incidental expenses and that the travel expenses be compensated in accordance with the Company's travel policy.

12. Resolution on the number of members of the Company's Board of Directors

The Shareholders' Nomination Board proposes to the General Meeting that the number of members of the Board of Directors of the Company shall be six (6).

However, should any number of the candidates proposed by the Shareholders' Nomination Board for any reason not be available at the General Meeting for election to the Board of Directors, the proposed number of Board members shall be decreased accordingly.

13. Election of members of the Company's Board of Directors

The Shareholders' Nomination Board proposes to the General Meeting that the following persons be re-elected as members of the Board of Directors for a term of office ending at the end of the next Annual General Meeting:

• Johan Bygge
• Catarina Fagerholm
• Joakim Frimodig
• Mammu Kaario

The Shareholders' Nomination Board further proposes to the General Meeting that Ari Kaperi and Eva Lindholm be elected as new members of the Board of Directors for a term of office ending at the end of the next Annual General Meeting.

Johan Hammarén and Olli Liitola have informed the Shareholders' Nomination Board, that they will no longer be available to be elected as Board members.

Should any of the candidates presented above for any reason not be available at the General Meeting for election to the Board of Directors, the remaining available candidates are proposed to be elected in accordance with the proposal by the Shareholders' Nomination Board.

All candidates have given their consent to the position. The candidates have indicated that if they come as elected, they will choose Joakim Frimodig as the Chair of the Board of Directors.

According to the information available to the Shareholders' Nomination Board, all candidates other than Joakim Frimodig are independent of the Company and its significant shareholders. Joakim Frimodig is non-independent of the Company since he holds a position of an Executive Chair of the Company and has had an employment relationship with the Company in the last three years, and non-independent of a significant shareholder since he is a board member in Silvertärnan Ab which holds more than 10 % of CapMan shares.

In relation to the Board of Directors' selection procedure, the Shareholders' Nomination Board recommends that shareholders evaluate and vote on the Board candidate list as a whole at the Annual General Meeting. This recommendation is given on the basis that it is the Shareholders' Nomination Board's responsibility to ensure that the proposed Board not only has individually qualified members but also collectively offers the optimal mix of expertise and experience for the Company and meets the diversity and other requirements of the Finnish Corporate Governance Code for listed companies.

The CVs of the proposed new members of the Board of Directors can be found at www.capman.com/shareholders/governance/general-meetings/. The CVs of the proposed members of the Board of Directors to be re-elected can be found at www.capman.com/shareholders/governance/board-of-directors/.

14. Resolution on the remuneration of the Auditor and the Sustainability Reporting Assurance Provider

Based on the recommendation of the Audit Committee of the Board of Directors, the Board of Directors proposes to the General Meeting that the remuneration to the auditor to be elected be paid and travel expenses be compensated against the auditor's invoice approved by the Company. The Board of Directors also proposes that remuneration shall be paid to the sustainability reporting assurer against a reasonable invoice for measures related to the review of sustainability reporting.

15. Election of the Auditor and the Sustainability Reporting Assurance Provider

Based on the recommendation of the Audit Committee of the Board of Directors, the Board of Directors proposes to the General Meeting that Ernst & Young Oy, authorised public accountant firm, be re-elected as the auditor of the Company for a term of office ending at the end of the next Annual General Meeting. Ernst & Young Oy has notified that Kristina Sandin, APA, would act as the auditor with principal responsibility.

It is further noted that in accordance with the transitional provision of the Act Amending the Limited Liability Companies Act (1252/2023), Ernst & Young Oy, if elected as the auditor for the financial year 2025, will also act as the assurer of the Company's sustainability reporting until the end of the next Annual General Meeting.

Ernst & Young Oy has notified the company that Kristina Sandin would act as the responsible sustainability reporting assurer.

16. Authorising the Company's Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorised to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares as follows:

The number of own shares to be repurchased and/or accepted as pledge on the basis of the authorisation shall not exceed 17,500,000 shares in total, which corresponds to approximately 9.89 per cent of all the shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorisation.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

The Board of Directors decides on how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase).

Own shares may be repurchased on the basis of the authorisation in order to finance or carry out acquisitions or other business transactions, to develop the Company's capital structure, to improve the liquidity of the Company's shares, to be disposed for other purposes or to be cancelled. Own shares may be accepted as pledge on the basis of the authorisation in order to finance or carry out acquisitions or other business transactions.

The authorisation cancels the authorisation given to the Board of Directors by the Annual General Meeting on 27 March 2024 to decide on the repurchase and/or acceptance as pledge of the Company's own shares.

The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2026.

17. Authorising the Company's 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 General Meeting that the Board of Directors be authorised to decide on the issuance of shares and special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act as follows:

The number of shares to be issued on the basis of the authorisation shall not exceed 17,500,000 shares in total, which corresponds to approximately 9.89 per cent of all shares in the Company.

The Board of Directors decides on all the conditions of the issuance of shares and special rights entitling to shares. The issuance of shares and special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).

The authorisation can be used, for example, to finance and to carry out acquisitions or other business transactions and investments, to improve the capital structure of the Company as well as for other purposes as determined by the Company's Board of Directors.

The authorisation cancels the authorisation given to the Board of Directors by the Annual General Meeting on 27 March 2024 to decide on the issuance of shares as well as special rights entitling to shares.

The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2026.

18. Authorising the Company's Board of Directors to decide on charitable contributions

The Board of Directors proposes to the General Meeting that the Board be authorised to decide on contributions in the total maximum amount of EUR 50,000 for charitable or similar purposes, and to decide on the recipients, purposes, and other terms of the contributions.

The authorisation would be effective until the next Annual General Meeting.

19. Closing of the General Meeting

B. Documents of the General Meeting

This notice, which contains all proposals for resolutions made by the Company's Board of Directors and the Shareholders' Nomination Board to the General Meeting, is available on the Company's website at www.capman.com/shareholders/governance/general-meetings/. The Company's Remuneration Report as well as the Annual Report 2024, including the Financial Statements, the report of the Board of Directors and the Auditor's report, will be available at www.capman.com/shareholders/result-reports/reports/ at the beginning of week 10. Copies of these documents and this notice will be sent to shareholders upon request. The proposals for resolutions and the other above-mentioned documents are also available at the General Meeting. The minutes of the General Meeting will be available on the Company's website at www.capman.com/shareholders/governance/general-meetings/ no later than on 8 April 2025.

C. Instructions for the participants of the General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered in the shareholders' register of the Company held by Euroclear Finland Oy on the record date of the General Meeting, 13 March 2025, has the right to participate in the General Meeting. A shareholder whose shares are registered on the shareholder's personal Finnish book-entry account is registered in the shareholders' register of the Company. The use of proxies is described below.

Registration for the General Meeting will begin on 14 February 2025 at 10:00 a.m. (EET). A shareholder who is registered in the shareholders' register of the Company and who wishes to participate in the General Meeting, shall register for the General Meeting by giving a prior notice of participation no later than 19 March 2025 at 4:00 p.m. (EET), by which time the notice must be received by the Company. The registration for the General Meeting can be done in the following ways:

a) On the Company's website at www.capman.com/shareholders/governance/general-meetings/. Electronic registration requires that the shareholder or its statutory representative or proxy representative uses strong electronic authentication either by Finnish, Swedish or Danish bank ID or mobile certificate.

b) by e-mail by submitting the registration and advance voting form available on the Company's website www.capman.com/shareholders/governance/general-meetings/ or equivalent information to agm@innovatics.fi.

c) by mail by submitting the registration and advance voting form available on the Company's website www.capman.com/shareholders/governance/general-meetings/ or equivalent information to Innovatics Oy, General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

In connection with the registration, a shareholder is required to provide the requested personal information, such as their name, birth date or business identity code, phone number and/or email, address and the name and birth date of a proxy representative or assistant, if any, and the proxy representative's phone number and/or email. The personal data given to the Company by shareholders is only used in connection with the General Meeting and with the processing of related necessary registrations.

A shareholder, and their authorized representative or proxy representative, if any, shall be able to prove their identity and/or right of representation at the General Meeting upon request.

Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. (EET) to 12:00 p.m. (EET) and from 1:00 p.m. (EET) to 4:00 p.m. (EET).

2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which the shareholder would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy on the record date of the General Meeting 13 March 2025. In addition, the right to participate in the General Meeting requires that the shareholder, on the basis of such shares, has been temporarily registered into the shareholders' register held by Euroclear Finland Oy at the latest by 20 March 2025 at 10:00 a.m. (EET). With regard to nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting nor on the number of votes of the shareholder.

A holder of nominee-registered shares is advised to request necessary instructions regarding the temporary registration in the shareholders' register of the Company, the issuing of proxy documents and voting instructions, registration for the General Meeting as well as advance voting from their custodian bank without delay. The account management organisation of the custodian bank shall temporarily register the holder of nominee-registered shares, who wishes to participate in the General Meeting, in the shareholders' register of the Company by the above-mentioned date at the latest, and, if needed, take care of the advance voting on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares. Further information will also be available on the Company's website at www.capman.com/shareholders/governance/general-meetings/.

3. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise its rights at the meeting by way of proxy representation. A proxy representative may also vote in advance on behalf of the shareholder in the manner described in this notice. The proxy representative must use their personal strong electronic authentication when registering through the electronic registration service, after which they will be able to register and vote in advance on behalf of the represented shareholder. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, separate proxy documents for each book-entry account shall be provided and the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

The proxy documents, if any, should be delivered primarily as an attachment in connection with electronic registration or alternatively by mail to Innovatics Oy, Annual General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi before the expiry of the registration period, by which time the documents must be received by Innovatics Oy. In addition to delivering the proxy documents, the shareholder or its proxy representative shall also register to the General Meeting in the manner set out above in this notice.

Alternatively, shareholders that are legal entities can also use the electronic Suomi.fi authorisation service for authorising their proxies. In this case, the proxy representative is appointed by such shareholder in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic "Representation at the General Meeting"). In connection with the registration, the representative must identify themselves with strong electronic authentication, after which they will be able to register and vote in advance. The strong electronic authentication works with personal banking codes or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.

4. Advance voting

Shareholders with a Finnish book-entry account may vote in advance on certain matters on the agenda of the General Meeting during the period from 14 February 2025 at 10:00 a.m. (EET) until 19 March 2025 at 4:00 p.m. (EET). Advance voting can be done in the following ways:

a) On the Company's website at www.capman.com/shareholders/governance/general-meetings/. Login to the service is done in the same way as for registration in section C.1 of this notice.

b) by e-mail by submitting the registration and advance voting form available on the Company's website www.capman.com/shareholders/governance/general-meetings/ or equivalent information to agm@innovatics.fi.

c) by mail by submitting the registration and advance voting form available on the Company's website www.capman.com/shareholders/governance/general-meetings/ or equivalent information to Innovatics Oy, General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

The advance votes must be received by the Company or Innovatics Oy, as instructed, before the expiry of the advance voting period. Submission of the votes before the expiry of the registration and advance voting period in this manner constitutes due registration for the General Meeting, provided that they contain the above-mentioned information required for the registration.

A shareholder who has voted in advance cannot request information under the Finnish Companies Act or request a vote at the General Meeting if they or their proxy representative is not present at the General Meeting venue.

With regard to holders of nominee-registered shares, the advance voting is performed via the account management organisation. The account management organisation may vote in advance on behalf of the holders of nominee-registered shares it represents, in accordance with the voting instructions provided by them, during the advance voting period for holders of nominee-registered shares.

A proposal subject to advance voting is considered to have been presented unchanged at the General Meeting. Conditions related to the electronic advance voting and other related instructions are available on the Company's website at www.capman.com/shareholders/governance/general-meetings/.

5. Other instructions and information

The General Meeting is conducted in Finnish.

Shareholders, who have registered for the General Meeting, can follow the General Meeting via a webcast. Instructions on following the webcast will be provided by email to shareholders prior to the General Meeting. Following the meeting via webcast is not considered participating in the General Meeting.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.

Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting nor on the number of votes of the shareholder.

On the date of this notice, 13 February 2025, the total number of shares in CapMan is 176,878,210 which equals 176,878,210 votes. On the date of this notice the Company holds a total of 26,299 of its own shares.

In Helsinki, on 13 February 2025

CAPMAN PLC

Board of Directors

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €6.1 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. 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 / Financial Statements Bulletin
13 February 2025 at 8:00 a.m. EET

CapMan Plc 2024 Financial Statements Bulletin

Results for continuing operations and significant events in 2024:

CapMan has classified CaPS business as a discontinued operation in the income statement and restated the comparison periods' figures accordingly.

• Assets under management EUR 6.1 billion 31 December 2024 (EUR 5.0 billion 31 December 2023).
• Group turnover was MEUR 57.6 1 January-31 December 2024 (MEUR 49.3 1 January-31 December 2023).
• Fee income was MEUR 53.3 (MEUR 46.2). 
• Carried interest was MEUR 4.3 (MEUR 3.1).
• Operating profit was MEUR 16.7 (MEUR -1.2). Comparable operating profit was MEUR 19.0 (MEUR 0.8).
• Fee profit was MEUR 6.9 (MEUR 3.8).
• Diluted earnings per share were 2.8 cents (-1.9 cents). Comparable diluted earnings per share were 4.0 cents (-0.8 cents).
• Diluted earnings per share including discontinued operations were 39.3 cents (0.8 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 MEUR 60 sustainability-linked bond.
• In October, CapMan divested its service business CapMan Procurement Services (CaPS) Ltd for MEUR 75. CaPS business is classified as a discontinued operation in the income statement and the comparison periods' figures are restated accordingly.
• The Board of Directors expects the dividend distribution for 2024 to be EUR 0.14 per share, of which EUR 0.07 cents per share is proposed to be paid on 3 April 2025 and 0.07 cents per share following a Board resolution in September.

This stock exchange release is a summary of CapMan Plc's Financial Statements Bulletin for the period 1 January-31 December 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:

Year 2024 ended with a strong fourth quarter, and we recorded substantial growth in our key financial metrics for the full year. Assets under management continued to grow in the fourth quarter, reaching EUR 6.1 billion with a 22% increase during the year. Fee income for 2024 increased 15% and fee profit 81% of which organic growth 22%. The improvement in profitability demonstrates the scalability of our real assets focused business model.

Several strategic milestones achieved

In addition to solid results, we have completed several significant strategic milestones during the year. The acquisition of Dasos Capital and formation of CapMan Natural Capital in March was a key milestone in our growth strategy and broadens our real assets business.

The divestment of service business CaPS in October allows us to focus resources to accelerate the growth of our asset management business, which is at the core of our strategy and where we have several large growth initiatives ongoing. In connection with the divestment, it was announced that CapMan's Board of Directors expects a total dividend of EUR 0.14 per share for year 2024, which is now being proposed to the Annual General Meeting to be held 25 March 2025.

High investment activity despite uncertainty in the market

The increased geopolitical uncertainty in several areas has been reflected in the operating environment in the past year. We have maintained a high activity level in our portfolio, driving performance improvements in our assets as well as capturing opportunities to deploy capital through thirteen new platform investments, and ensured liquidity to our fund investors through seven exits during the year. In the fourth quarter, CapMan Infra invested in district heating and electricity network infrastructure in Hamina, and in a heat-as-a-service operator and bioenergy producer ProPellet. CapMan Special Situations invested in Edita Prima, a leading provider of comprehensive customer communications services.

Despite the low activity in the Finnish real estate market, we benefit from having a Nordic portfolio and a mix of segments in our offering and have therefore continued to have good transaction activity and liquidity in our funds. Looking across the Nordic markets, we continue to see buyer interest for our assets, and interesting new investment opportunities.

During 2024 we raised EUR 570 million of new capital, with the largest contributions from the successful final closes in Nordic Infrastructure II and Growth III funds, as well as capital intake in Real Estate open-ended funds and mandates. We continue to drive the growth through all three levers: scaling existing products, introducing new products, as well as advancing selected acquisitions. During 2025 we expect to hold the first close for the real estate flagship fund Nordic Real Estate IV, with a target fund size of EUR 750 million, and start the fundraising for the next Natural Capital flagship fund.

I am excited to share more about our strategy at the Capital Markets Day, which will be held 11 March 2025.

Pia Kåll

CEO, CapMan Plc

Key figures

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 2025

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 2025.

CapMan estimates assets under management to grow in 2025. The company estimates fee profit also to grow in 2025. These estimations do not include possible items affecting comparability.

Result webcast today at 9.00 a.m. EET

CapMan's management will present the result for the review period in a webcast to be held at 9.00 a.m. EET. Please access the webcast at https://capman.videosync.fi/q4-2024. The conference will be held in English. A replay of the webcast will be available on the company's website after the event.

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 2024 Financial Statements Bulletin

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €6.1 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. 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
6 February 2025 at 09.00 a.m. EET

CapMan to publish its 2024 Financial Statements Bulletin on Thursday 13 February 2025

CapMan will publish its financial statements bulletin for the period 1 January-31 December 2024 on Thursday 13 February 2025 around 8.00 a.m. EET.

The company will present the results for the review period over a webcast press conference starting at 9.00 a.m. EET accessible at https://capman.videosync.fi/q4-2024. The result presentation is followed by a Q&A. 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/).

Contact details:
Tuija Ottoila, Investor Relations, +358504584549

Webcast:
13 February 2025 at 9.00 a.m. EET
https://capman.videosync.fi/q4-2024

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €6 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. 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 / Other information disclosed according to the rules of the Exchange

20 January 2025 at 3:30 p.m. EET

Proposals by CapMan`s Shareholders' Nomination Board to the 2025 Annual General Meeting

CapMan's Shareholders' Nomination Board (the "Nomination Board") submits the following proposals to the 2025 Annual General Meeting which is planned to be held on 25 March 2025

Board Composition

The Nomination Board proposes that the Board of Directors consists of six (6) members and that the following persons be re-elected to the Board of Directors for a term of office ending at the end of the next Annual General Meeting:

• Johan Bygge
• Catarina Fagerholm
• Joakim Frimodig
• Mammu Kaario

The Nomination Board further proposes that Ari Kaperi and Eva Lindholm be elected as new members of the Board of Directors for a term of office ending at the end of the next Annual General Meeting. The CV's of proposed new members are attached to this stock exchange release.

Johan Hammarén and Olli Liitola have informed the Nomination Board, that they will no longer be available to be elected as Board member.

All candidates have given their consent to the position. The candidates have indicated that if they come as elected, they will choose Joakim Frimodig as the Chair of the Board of Directors.

According to the information available to the Nomination Board, all candidates other than Joakim Frimodig are independent of the Company and its significant shareholders. Joakim Frimodig is non-independent of the Company since he holds a position of an Executive Chair of the Company and has had an employment relationship with the Company in the last three years, and non-independent of a significant shareholder since he is a board member in Silvertärnan Ab which holds more than 10 % of CapMan shares.

In relation to the Board of Directors' selection procedure, the Nomination Board recommends that shareholders evaluate and vote on the Board candidate list as a whole at the Annual General Meeting. This recommendation is given on the basis that it is the Nomination Board's responsibility to ensure that the proposed Board not only has individually qualified members but also collectively offers the optimal mix of expertise and experience for the Company and meets the diversity and other requirements of the Finnish Corporate Governance Code for listed companies.

Board members' fees

The Nomination Board notes that the monthly Board members' fees have last been increased in 2019, and proposes to the 2025 Annual General Meeting that the monthly fees payable to the Board members in cash for the term ending at the end of the following Annual General Meeting are as follows:

• Chair of the Board of Directors: EUR 5,450/month (2024: EUR 5,000)
• Deputy Chair of the Board of Directors: EUR 4,350/month (2024: EUR 4,000)
• Chair of the Audit Committee: EUR 4,350/month (2024: EUR 4,000), if he/she is not simultaneously acting as Chair or Deputy Chair of the Board of Directors
• Board members: EUR 3,500/month (2024: EUR 3,250)

The Nomination Board further proposes to keep the meeting fees unchanged. The Nomination Board thus proposes to the Annual General Meeting that for participation in meetings of the Board of Directors and its Committees, the Chairs be paid a fee of EUR 800 per meeting (2024: EUR 800) and the members of the Board and its Committees be paid a fee of EUR 400 per meeting (2024: EUR 400) in addition to their monthly fee, that the remuneration of the Board members includes other possible incidental expenses and that the travel expenses be compensated in accordance with the Company's travel policy.

The Nomination Board comprises four members that are appointed by the four shareholders having the largest share of the votes. Persons appointed to the Nomination Board are:

• Stefan Björkman (Silvertärnan Ab),
• Olli Haltia (Hozainum Partners Oy),
• Mikko Mursula (Ilmarinen Mutual Pension Insurance Company), and
• Peter Immonen, (Dolobratos Oy Ab).

The Chair of CapMan Plc's Board of Directors Joakim Frimodig serves as an expert member and shall not take part in the decision-making of the Nomination Board.

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 €6.0 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. 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 / Managers' Transactions            
28 November 2024 at 10.30 a.m. EET

CapMan Plc Managers' Transactions - Bygge

CapMan Plc has received the following notification under Article 19 of the Market Abuse Regulation from Bygge, Claes Johan.

____________________________________________

Person subject to the notification requirement

Name: Claes Johan Bygge

Position: Member of the Board/Deputy member

Issuer: CapMan Oyj

LEI: 743700498L5THNQWVL66

Notification type: INITIAL NOTIFICATION

Reference number: 86326/5/4

____________________________________________

Transaction date: 2024-11-27

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI0009009377

Nature of transaction: ACQUISITION

(X) Executed under portfolio or asset management

Transaction details

(1): Volume: 26400 Unit price: 1.7956 EUR

Aggregated transactions (1):

Volume: 26400 Volume weighted average price: 1.7956 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 €6 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. 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           
28 November 2024 at 8 a.m. EET

CapMan Plc Managers' Transactions - Frimodig

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

____________________________________________

Person subject to the notification requirement

Name: Joakim Frimodig

Position: Member of the Board/Deputy member

Issuer: CapMan Oyj

LEI: 743700498L5THNQWVL66

Notification type: INITIAL NOTIFICATION

Reference number: 86289/5/4

____________________________________________

Transaction date: 2024-11-26

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI0009009377

Nature of transaction: DISPOSAL

Transaction details

(1): Volume: 65000 Unit price: 1.776 EUR

Aggregated transactions (1):

Volume: 65000 Volume weighted average price: 1.776 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 €6 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. 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            
28 November 2024 at 8 a.m. EET

CapMan Plc Managers' Transactions - Frimodig

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

____________________________________________

Person subject to the notification requirement

Name: Joakim Frimodig

Position: Member of the Board/Deputy member

Issuer: CapMan Oyj

LEI: 743700498L5THNQWVL66

Notification type: INITIAL NOTIFICATION

Reference number: 86284/5/4

____________________________________________

Transaction date: 2024-11-26

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI0009009377

Nature of transaction: ACQUISITION

(X) Executed under portfolio or asset management

Transaction details

(1): Volume: 85000 Unit price: 1.7811 EUR

Aggregated transactions (1):

Volume: 85000 Volume weighted average price: 1.7811 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 €6 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. 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            
25 November 2024 at 17.15 p.m. EET

CapMan Plc Managers' Transactions - Kåll

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

____________________________________________

Person subject to the notification requirement

Name: Gräshagen Invest Oy

Position: Closely associated person

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

Name: Pia Kåll

Position: Chief Executive Officer

Issuer: CapMan Oyj

LEI: 743700498L5THNQWVL66

Notification type: INITIAL NOTIFICATION

Reference number: 85977/5/4

____________________________________________

Transaction date: 2024-11-25

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI0009009377

Nature of transaction: ACQUISITION

Transaction details

(1): Volume: 28500 Unit price: 1.7289 EUR

(2): Volume: 500 Unit price: 1.754 EUR

Aggregated transactions (2):

Volume: 29000 Volume weighted average price: 1.72933 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 €6 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. 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   

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

CapMan Plc
Stock Exchange Release
21 November 2024 at 16.30 p.m. EET

CapMan redeems its outstanding Notes issued in 2020

CapMan Plc (the "Company") will exercise its right to redeem the outstanding share of EUR 3,951,000 of the EUR 50 million notes issued on 2 December 2020 (ISIN: FI4000456132) (the "Notes") in accordance with clause 7.6 (Clean-up call option) of the terms and conditions of the Notes.

The outstanding Notes will be redeemed on 9 December 2024 (the "Redemption Date") in accordance with the terms and conditions of the Notes. On the Redemption Date, the Company will pay to the holders of the Notes a redemption price equal to 100 per cent of the principal amount together with any accrued interest until, but excluding, the Redemption Date.

This notice of redemption is irrevocable and is given to the issuer agent and holders of the Notes in accordance with the terms and conditions of the Notes.

CAPMAN PLC

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 €6.0 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. 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 / Financial Calendar
7 November 2024 at 10.00 a.m. EET

CapMan Plc's financial reporting and Annual General Meeting in 2025

CapMan Group will publish its Financial Statements Bulletin for 2024 on Thursday, 13 February 2025. The 2024 Annual Report, including the Financial Statements and the Report of the Board of Directors, will be published in March 2025 at the beginning of week 10.

The Annual General Meeting of Shareholders will be held on Tuesday,
25 March 2025, at 1.00 p.m. EET in Helsinki.

• Interim Report for the period 1 January - 31 March 2025 on

• Half-Year Financial Report for the period 1 January - 30 June 2025 on

• Interim Report for the period 1 January - 30 September 2025 on

6 November 2025

CapMan's financial information will be published in both Finnish and English. All financial information will be available immediately upon release on CapMan's website, www.capman.com.

CAPMAN PLC

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 €6.0 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 / Q3 Interim Report
7 November 2024 at 8:00 a.m. EET

CapMan Plc 1-9 2024 Interim Report

Results for continuing operations and significant events in 1-9 2024:

• Assets under management EUR 6.0 billion 30 September 2024 (EUR 5.0 billion 31 December 2023).
• Group turnover was MEUR 43.7 1 January-30 September 2024 (MEUR 37.9 1 January-30 September 2023).
• Fee income was MEUR 39.9 (MEUR 34.9). 
• Carried interest was MEUR 3.8 (MEUR 3.0).
• Operating profit was MEUR 11.1 (MEUR 5.1). Comparable operating profit was MEUR 13.1 (MEUR 5.1).
• Fee profit was MEUR 6.5 (MEUR 3.9).

• Diluted earnings per share were 0.9 cents (2.4 cents). Comparable diluted earnings per share were 1.9 cents (2.4 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 MEUR 60 sustainability-linked bond.
• In October, CapMan announced the divestment of service business CapMan Procurement Services (CaPS) Ltd for MEUR 75. CaPS business is classified as a discontinued operation in the income statement and the comparison periods' figures are restated accordingly.

This stock exchange release is a summary of CapMan Plc's Interim Report for the period 1 January-30 September 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:

The strong growth continued in the third quarter, as our assets under management are now up 20% from the start of the year at EUR 6.0 billion. This exceeds the overall market growth rate and is showing our resilience in a more challenging market environment.

CapMan's strategy is to grow the core business of private asset fund management. In line with the strategy CapMan and minority shareholders have on 31 October 2024 completed the divestment of service business CaPS for EUR 75 million.

Strong growth continued

Assets under management reached EUR 6.0 billion at the end of September. We have raised 430 million euros of new capital during the year, of which roughly half to Real Estate funds and mandates where we saw strong intake especially during the third quarter. In addition, the acquisition of Dasos Capital and formation of CapMan Natural Capital, and the successful final closes in Nordic Infrastructure II and Growth III funds, have contributed to the AUM growth.

AUM growth is the primary driver for fee income, which correspondingly grew 14% compared to the previous year. Several large strategic growth initiatives are currently ongoing that, if realised, will accelerate growth even further. We continue to drive AUM growth through all three growth levers; scaling existing products, where we have several funds currently in or preparing to launch fundraising, introducing new products, as well as advancing selected acquisitions. In the real estate flagship fund Nordic Real Estate IV with a target size of EUR 750 million, we continue to see strong investor interest for the strategy but the timing of the first close will move into 2025.

Fee profit development continued strong and grew almost 70% to 6.5 million euros, with clear improvement in fee profit margin compared to last year. This demonstrates the success in continuous improvement and the scalability of our business model.

Value creation in our funds continued strong. In the annual GRESB (Global Real Estate Sustainability Benchmark) assessment our participating Real Estate and Infrastructure funds improved their scores and are among the top funds in their respective peer groups. This is testament to our active ownership approach to integrate financial and sustainability value creation.

Divestment of service business CaPS to focus resources on accelerating growth of the core business

Over the coming years CapMan seeks to significantly grow earnings from its core business of private asset fund management. The divestment of CaPS is a natural step to achieve this, as it releases capital and allows us to focus all resources on developing the core business.

The transaction has a significant positive impact on CapMan's 2024 earnings, liquidity and solidity. 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. In connection with the divestment, it was announced that 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 was founded 15 years ago, and as part of CapMan the team has systematically developed and grown the business into a stand-alone business and a valuable partner to its members and vendors. I want to thank the whole CaPS team for their excellent work and wish them all the best in the next phase of the journey.

Sincerely,

Pia Kåll

CEO, CapMan Plc

Key figures

MEUR 1-9/24 1-9/23restated
Continuing operations:
Operating profit 11.1 5.1
Items impacting comparability 2.0 -
Comparable operating profit 13.1 5.1

Result for the period 5.8 4.9
Items impacting comparability 1.8 -
Comparable result for the period 7.6 4.9

Earnings per share, cents 0.9 2.4
Items impacting comparability, cents 1.0 -
Comparable earnings per share, cents 1.9 2.4

Earnings per share, diluted, cents 0.9 2.4
Items impacting comparability, cents 1.0 -
Comparable earnings per share, diluted, cents 1.9 2.4

% 30.9.24 30.9.23

Return on equity, % p.a. 9.7 8.5
Return on equity from 8.0 5.0
continuing operations,
comparable, % p.a.
Equity ratio, % 48.6 48.8

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 from continuing operations also to grow in 2024. These estimations do not include possible items affecting comparability.

Result webcast today at 9.30 a.m. EET

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/q3-2024. The conference will be held in English. A replay of the webcast will be available on the company's website after the event.

Helsinki, 7 November 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 1-9 2024 Interim Report

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €6.0 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
31 October 2024 at 10.00 a.m. EET

CapMan to publish its 1 - 9 2024 Interim Report on Thursday 7 November 2024

CapMan will publish its interim report for the period 1 January-30 September 2024 on Thursday 7 November 2024 around 8.00 a.m. EET.

The company will present the results for the review period over a webcast press conference starting at 9.30 a.m. EET accessible at https://capman.videosync.fi/q3-2024. The result presentation is followed by a Q&A. 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/).

Contact details:
Tuija Ottoila, Investor Relations, +358 50 458 4549

Webcast:
7 November 2024 at 9.30 a.m. EET
https://capman.videosync.fi/q3-2024

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 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.

• 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

• 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.