CapMan Oyj — AGM Information 2022

Jan 26, 2022

Proposals by CapMan‘s Shareholders’ Nomination Board to the 2022 Annual General Meeting

Proposals by CapMan‘s Shareholders’ Nomination Board to the 2022 Annual General Meeting

CapMan Plc Stock Exchange Release
26 January 2022 at 4.10 p.m. EET

Proposals by CapMan‘s Shareholders’ Nomination Board to the 2022 Annual General
Meeting

Board Composition

CapMan’s Shareholders’ Nomination Board has submitted its proposals to the 2022
Annual General Meeting to be held on 16 March 2022 to CapMan’s Board of
Directors. The Shareholders’ Nomination Board makes its proposals unanimously.

The Shareholders’ Nomination Board proposes that the Board of Directors consists
of six (6) members and that the following persons be elected to the Board of
Directors for a term ending at the end of the 2023 Annual General Meeting:

Proposed to be re-elected:

–       Johan Bygge

–       Catarina Fagerholm

–       Johan Hammarén

–       Mammu Kaario

–       Olli Liitola

–       Andreas Tallberg

All candidates have given their consent to the position. Of the current members
of the Board of Directors, Eero Heliövaara has informed that he will not be
available for re-election. According to the information available to the
Shareholders’ Nomination Board, all candidates other than Johan Hammarén are
independent of the company and its significant shareholders. Johan Hammarén is
non-independent of the company’s significant shareholders due to his membership
in the Board of Directors in Silvertärnan Ab, which is a significant shareholder
in CapMan Plc, and non-independent of the company due to his employment with a
Group company during the past three years.

Fees to Board Members

The Shareholders’ Nomination Board proposes to the 2022 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:

–       Chairman: EUR 5 000/month (2021: EUR 5 000),

–       Deputy Chairman: EUR 4 000/month (2021: EUR 4 000),

–       Chairman of the Audit Committee: EUR 4 000/month (2021: EUR 4 000), if
he/she is not simultaneously acting as Chairman or Deputy Chairman of the Board.

–       Members: EUR 3 250/month (2021: EUR 3 250) and

The Shareholders’ Nomination Board further proposes to the Annual General
Meeting that for participation in meetings of the Board of Directors and
Committees of the Board of Directors, the Chairmen of the Board and Board’s
Committees be paid a fee of EUR 800 per meeting (2021: EUR 800) and the Members
of the Board and Board’s Committees be paid a fee of EUR 400 per meeting (2021:
EUR 400) in addition to their monthly remuneration, and that the travel expenses
of the Members of the Board of Directors be compensated in accordance with the
company’s travel compensation policy.

The Shareholders’ Nomination Board prepares the proposals concerning the
election and remuneration of the Board of Directors for the Annual General
Meeting and, if needed, for the Extraordinary General Meeting. The Nomination
Board comprises four members that are appointed by the four shareholders having
the largest share of the votes and the Chairman of CapMan Plc’s Board of
Directors. The Chairman of CapMan Plc’s Board of Directors does not participate
in the decision making of the Shareholders’ Nomination Board.

Persons appointed to CapMan’s Shareholders’ Nomination Board are Stefan Björkman
(Silvertärnan Ab), Mikko Mursula (Ilmarinen Mutual Pension Insurance Company),
Ari Tolppanen (Oy Inventiainvest Ab), and Mikko Kalervo Laakkonen. The Chairman
of CapMan Plc’s Board of Directors Andreas Tallberg acts as an expert member of
the Shareholders’ Nomination Board.

CAPMAN PLC

Linda Tierala
Director, communications and IR

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. We offer a wide selection of investment products and services. As one
of the Nordic private equity pioneers, we have developed hundreds of companies
and real estate assets and created substantial value in these businesses and
assets over the past 30 years. With over €4 billion in assets under management,
our objective is to provide attractive returns and innovative solutions to
investors. We have a broad presence in the unlisted market through our local and
specialised teams. Our investment strategies cover Private Equity, Real Estate
and Infra. We also have a growing service business that includes procurement
services, fundraising advisory, and analysis, reporting and wealth management
services. Altogether, CapMan employs around 160 people in Helsinki, Stockholm,
Copenhagen, Oslo, London and Luxembourg. We are a public company listed on
Nasdaq Helsinki since 2001 and a signatory of the UN Principles for Responsible
Investment (PRI) since 2012. Read more at www.capman.com.

Attachments: