CapMan Oyj

Annual Report (ESEF) • Mar 3, 2025

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CapMan complies with all of the recommendations of the Code. This Corporate Governance Statement (the “Statement”) has been prepared in compliance with the Code’s Corporate Governance reporting guidelines, it has been reviewed by the Audit and Risk Committee of CapMan’s Board of Directors (the “Board”) and it is issued separately from the report by the Board. CapMan’s corporate governance model also follows the Finnish laws, the Articles of Association of the company and the rules and directions of Nasdaq Helsinki Ltd. The Code is publicly available on the website of the Securities Market Association at www.cgfinland.fi/en. For further information regarding CapMan’s corporate governance, please visit the company’s website at https://www.capman.com/ shareholders/governance/. 1. CapMan’s governance model CapMan is a Finnish public limited liability company head quartered in Helsinki, Finland. The parent company CapMan Plc and its subsidiaries form CapMan group. CapMan’s shares are publicly listed in Nasdaq Helsinki. CapMan’s governance model consists of the General Meeting of shareholders, the Board of Directors and the CEO. In the operative management of the company the CEO is supported by the management group. 2. General Meeting of the shareholders and the Articles of Association The highest decision-making power at CapMan is held by the General Meeting of shareholders. Among other things, the General Meeting adopts the financial statements, decides on distribution of assets based on the proposal of the Board, elects the members of the Board and the auditor, decides on the discharge from liability and on amendments to the Articles of Association. The notice to the General Meeting, the documents to be presented and the proposals for the General Meeting are published on the company’s website and, if needed, as a stock exchange release three weeks prior to the General Meeting at the latest. In 2024, CapMan’s Annual General Meeting (AGM) was held on 27 March in Helsinki. In total 94 shareholders representing approximately 42% of the registered share capital and voting rights attended the meeting in person or by voting in advance. The decisions are available on the company’s website at https:// capman.com/shareholders/governance/general-meetings/. CapMan’s Articles of Association and material related to the General Meeting are available on the company’s website at the address: https://www.capman.com/shareholders/governance/. 3. Shareholders’ Nomination Board CapMan Plc’s AGM decided in 2018 to establish a Shareholders’ Nomination Board to prepare proposals concerning the election and remuneration of the members of the Board to the General Meeting. The AGM also adopted a Charter for the Nomination Board. The Shareholders’ Nomination Board shall serve until further notice. The term of office of the members of the Shareholders’ Nomination Board expires annually after the new Shareholders’ Nomination Board has been nominated. The Shareholders’ Nomination Board consists of representa- tives nominated by the four largest shareholders of the company and the Chairman of CapMan Plc’s Board, serving as an expert member. As an expert member the Chairman of the Board of CapMan Plc does not take part in the decision-making of the Shareholders’ Nomination Board. The following members were nominated to the Shareholders’ Nomination Board in September 2024: Stefan Björkman (representative of Silvertärnan Ab) (Chairman of the Nomination Board), Olli Haltia (representing Hozainum Partners Oy), Mikko Mursula (representing Ilmarinen Mutual Pension Insurance Company), and Peter Immonen (representing Dolobratos Oy Ab). Additionally, Joakim Frimodig, the Chairman of the Board of CapMan Plc, served as the expert member on the Shareholders’ Nomination Board. All members nominated to the Shareholders’ Nomination Board in September 2024 are men. The Nomination Board convened five times in 2024. The Nomination Board discussed, in particular, the size, composition and diversity of the Board as well as the areas of expertise that are deemed most beneficial for the company. The Nomination Board also reviewed the remuneration of the Board and gave its proposals to the Annual General Meeting on 29 January 2024. The proposals were included in the notice to the Annual General Meeting and published as a stock exchange release. The Charter of the Shareholders’ Nomination Board is available on CapMan’s website at: https://capman.com/ shareholders/governance/nomination-board/ 4. Board of Directors 4.1 Composition of the Board of Directors All members of the Board are elected annually by the Annual General Meeting. There is no specific order for the appointment of Board members in the Articles of Association. According to the Articles of Association, the Board comprises at least three and at most nine members, who do not have deputies. Members are elected for a term of office, which starts at the close of the Annual General Meeting at which they were elected and ends at the close of the Annual General Meeting following their election. The Board elects a Chair and a Vice Chair from among its members. The Shareholders’ Nomination Board makes the proposals on the composition of the Board and the remuneration for the Board and Committee Members to the Annual General CAPMAN ANNUAL REPORT 2024 13 Meeting. The Shareholders’ Nomination Board’s proposals are typically published as a separate stock exchange release and are also included in the notice to convene the Annual General Meeting. Board members’ competencies relevant to the impacts of the organisation are partly reported through disclosures of Board members’ backgrounds and stakeholder representation is reported through the disclosures and independence evaluation of the Board members. The Annual General Meeting held on 27 March 2024 elected six members to the Board of Directors. Mr. Johan Bygge, Ms. Catarina Fagerholm, Mr. Joakim Frimodig, Ms. Mammu Kaario, Mr. Olli Liitola and Mr. Johan Hammarén were re-elected to the Board. At its organisational meeting on 27 March 2024, the Board elected from among its members Joakim Frimodig as its Chair and Mammu Kaario as Vice Chair. Joakim Frimodig served as the Executive Chair of the Board, and his duties included execution of CapMan’s business strategy together with the CEO, especially in relation to significant growth initiatives and M&A transactions. The biographical details of the Board members are presented in the table on page x. 4.2 Diversity of the Board of Directors The Shareholders’ Nomination Board shall take into account the Board’s diversity principles and independence requirements set forth in the Code when preparing the proposal on the Board composition to the shareholders’ meeting. The company values that its Board members’ have diverse backgrounds taking into account the competencies that are relevant for CapMan’s business, such as know-how of the financial sector. The aim is that the Board consists of representatives of both genders and different age groups, that the Board members have versatile educational and professional backgrounds and that the Board of Directors as a whole has sufficient experience on an international operating environment. The company considers that the composition of its Board is in its current form sufficiently aligned with the objectives set for the diversity of the Board composition. In 2024 both genders were represented in the Board. Of the Board members, 33% were women (Mammu Kaario and Catarina Fagerholm) and 67% men (Johan Bygge, Joakim Frimodig, Johan Hammarén and Olli Liitola). The Board members were between 46 and 68 years of age, their educational backgrounds were relevant to the company’s operations, and they had experience on both inter- national and local operating environments. The Shareholders’ Nomination Board has not specifically reviewed the inclusion of under-represented social groups. 4.3 Independence of the Board members The majority of the Board must be independent from the company. At least two of the members that are independent from the company shall also be independent of the company’s significant shareholders. The Board made an assessment on the independence of the Board members in its organisational meeting on 27 March 2024. According to the assessment Johan Bygge, Catarina Fagerholm and Mammu Kaario were independent of both the company and its significant shareholders. Joakim Frimodig was non-inde- pendent of the company due to his CEO position in the company during the past 3 years and his position as the Executive Chair of the company’s Board of Directors. Joakim Frimodig, Johan Hammarén and Olli Liitola were non-independent of the company’s significant shareholder due to their memberships in the Board of Directors of Silvertärnan Ab, which is a significant shareholder of the company. Shares and share-based rights of each Board member and corporations over which he/she exercises control in the company and its group companies are presented in the table on page x. 4.4 Duties and responsibilities of the Board The Board is responsible for the administration and the proper organisation of the operations of the company. The Board is also responsible for the appropriate arrangement of the controls of the company’s accounts and finances. One of the Board’s key tasks is to approve, and monitor the progress of, the strategic goals, including linking those to sustainability targets. The Board has confirmed a written charter for its work, which describes the main tasks and duties, working principles and meeting practices of the Board, and an annual self-evaluation of the Board’s operations and working methods. In accordance with the charter, the main duties of the Board were to: • appoint and dismiss the CEO • ensure that the company has a proper organisation • supervise the operative management • approve strategic and financial objectives • approve the budget • decide on the establishment of new CapMan funds and approve CapMan’s own commitments therein • decide on fund investments to other than CapMan funds and direct investments exceeding EUR 5 million • decide on major changes in the business portfolio • approve annual financial and sustainability statements and interim reports • ensure that there are proper arrangements in place to secure that the business complies with applicable rules and regulations • approve the key principles of corporate governance, internal control, risk management as well as other key policies • decide on the CEO’s remuneration as well as on the remuner- ation policy for other executives and CapMan’s key employees • confirm the central duties and operating principles of the Board committees • convene the general meetings of shareholders The Chair of the Board ensures and monitors that the Board fulfils the tasks appointed to it under legislation and by the company’s Articles of Association. 4.5 Work of the Board in 2024 In 2024, the Board of Directors met nine times. The Board had eight meetings in the composition as elected by the 2024 AGM and one meeting in the composition as elected by the 2023 AGM. The Board evaluates its work, including sustainability matters, generally in the autumn of each year to ensure that the results of the evaluation are available for the Nomination Board work. External consultants may be used in the evaluation. The table on page x presents Board members’ attendance at the meetings in 2024. CAPMAN ANNUAL REPORT 2024 14 5. Board Committees The Board may establish Committees to ensure efficient prepa- ration of the matters under its responsibility. The Committees are established, and their members are elected from among the members of the Board in the Board’s organisational meeting to be held after the AGM for the same term as the Board. The Committees shall consist of at least three members. The charters for each committee shall be confirmed by the Board. The Chairs of the committees report to the following Board meeting on the topics discussed in the committee meetings. Also, the materials presented, and the minutes of the committee meetings are delivered to the Board for information. The committees generally do not have autonomous decision-making power, but the Board makes the decisions within its competence collectively. In its organisational meeting held on 27 March 2024, CapMan’s Board of Directors established an Audit and Risk Committee and Remuneration Committee. 5.1 Audit and Risk Committee The Audit and Risk Committee has been established to improve the efficient preparation of matters pertaining to financial and sustainability reporting and control. The duties of the Audit and Risk Committee included: • monitoring the financial position of the company • monitoring and assessment of the financial and sustainability reporting processes • monitoring and assessment of the company’s internal control and risk management systems and compliance processes • monitoring and assessment of the most significant financial, tax and sustainability risks • review of the company’s corporate governance statement • monitoring the statutory audit of the financial statements and consolidated financial statements • monitoring the assurance of the sustainability statements • evaluating the independence of the statutory auditor or audit company, particularly the provision of non-audit services • other communications with the auditor • preparing the proposal for resolution on the election of the auditor and when needed the election of the sustainability assurer • assessing the provision of sustainability reporting assurance services and monitoring their effectiveness • defining the principles concerning the monitoring and assessment of related party transactions • monitoring and assessment of the processes and risks relating to IT security • evaluation of the use and presentation of alternative perfor- mance measures • monitoring procedures for identifying the information to be reported in accordance with the sustainability reporting standards • monitoring and assessment of any special issues allocated by the Board and falling within the competence of the audit and risk committee. The Board has in its organisational meeting on 27 March 2024 elected Mammu Kaario (Chair), Catarina Fagerholm and Johan Bygge as members of the Audit and Risk Committee. In 2024, the Committee met six times. The table on page x presents the Committee members’ attendance at the meetings. All members of the Audit and Risk Committee were independent of the company and its significant shareholders. All members of the Audit and Risk Committee are experienced in demanding positions in financial administration and business management and they hold degrees suitable for Audit and Risk Committee members. The Committee has discussed sustainability topics, such as the materiality assessment and the company’s CSRD readiness, during the year in its meetings. The Committee had a training on responsibilities of the board and the audit committee in CSRD reporting in autumn 2024. 5.2 Remuneration Committee The Remuneration Committee has been established to improve the efficient preparation of matters pertaining to the remuneration of the CEO and other executives as well as the remuneration principles applied by the company. The main duties of the Remuneration Committee in accordance with the charter were to assist the Board by preparing the Board decision-making on: • CEO remuneration • company’s executive remuneration principles and the remuner- ation of individual executives as required • company’s general remuneration principles • Remuneration Policy and Report for the governing bodies. The Committee further contributed to: • ensuring the objectivity and transparency of the decision- making regarding remuneration matters in the company • systematic alignment of remuneration principles and practice with the company strategy and long-term and short-term targets, including sustainability targets • talent management and succession planning The Board has in its organisational meeting on 27 March 2024 elected Joakim Frimodig (Chair), Catarina Fagerholm and Olli Liitola as members of the Remuneration Committee. The Committee met three times in 2024. The table below on page x presents the Committee members’ attendance at the meetings. Catarina Fagerholm is independent of the company and its significant shareholders and Olli Liitola is independent of the company. Joakim Frimodig is not independent of the company or its significant shareholder. Further information on the independence of the Board members is available in section 4.3. CAPMAN ANNUAL REPORT 2024 15 Board of Directors in 2024 Name Personal information Shares and share- based rights as of 31 Dec 2024 Attendance at the Board meetings Attendance at the Committee meetings Joakim Frimodig Chair of the Board since 2023 Member of the Board since 2023 Born: 1978 Education: BA (Oxon) Main occupation: Executive Chair of the Board of CapMan Plc Chair of the Remuneration Committee Expert member of the Shareholders’ Nomination Board Non-independent of the company and the significant shareholder 1,229,168 9/9 Remuneration Committee: 3/3 Nomination Board: 5/5 Johan Bygge Member of the Board since 2021 Born: 1956 Education: BA (Econ.) Main occupation: Board professional Member of the Audit and Risk Committee Independent of the company and significant shareholders 54,900 9/9 Audit and Risk Committee: 6/6 Catarina Fagerholm Member of the Board since 2018 Born: 1963 Education: M. Sc. (Econ.) Main occupation: Board professional Member of the Audit and Risk Committee and Remuneration Committee Independent of the company and significant shareholders 73,011 9/9 Audit and Risk committee: 6/6 Remuneration Committee: 3/3 Johan Hammarén Member of the Board since 2020 Born: 1969 Education: LL.M., Bachelor of Science (Econ.) Main occupation: Managing Director, Oy Hammarén & Co Ab, board professional Independent of the company and non-independent of the significant shareholder 0 9/9 Mammu Kaario Member of the Board since 2017 Born: 1963 Education: LL.M., MBA Main occupation: Board professional Chair of the Audit and Risk Committee Independent of the company and significant shareholders 38,071 9/9 Audit and Risk Committee: 6/6 Olli Liitola Member of the Board since 2019 Born: 1957 Education: M.Sc. (Tech.). Main occupation: Board professional Member of the Remuneration Committee Independent of the company and non-independent of the significant shareholder 750,000 9/9 Remuneration Committee: 3/3 In addition, Johan Hammarén’s controlling interest company Oy Hammarén & Co, Olli Liitola’s controlling interest company Momea Invest Oy and Joakim Frimodig’s controlling interest company Boldhold Oy are minority owners in Silvertärnan Ab, which owns 12.82% of the shares in CapMan Plc. 6. Chief Executive Officer (CEO) In 2024, CapMan’s CEO was Pia Kåll (born 1980, M.Sc. (Eng.)). Kåll’s shares and share-based rights and those of the companies over which she exercises control are presented in the table on page x. The Board elects the company’s CEO. The terms and conditions of the CEO’s service are specified in writing in the CEO’s service contract, which is approved by the Board. The CEO manages and supervises the company’s business operations according to the Finnish Companies Act and in compliance with the instructions and authorisations issued by the Board. The CEO shall see to it that the accounts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner. Generally, the CEO is independently responsible for the operational activities of the company and for day-to-day decisions on business activities and the implementation of these decisions. The CEO appoints the heads of business areas. The Board approves the recruitment of the CEO’s immediate subordinates. The CEO cannot be elected as Chair of the Board. 7. Management Group The main tasks of the Management Group consist of (i) coordi- nation of team strategy, fundraising, resources, sustainability as well as coordination of marketing and brand, (ii) implementation of decisions by the Board, (iii) supporting decision-making through providing information and active participation, and (iv) sharing information within the teams and implementing decisions as agreed in the Management Group. The composition of the Management Group, responsibilities and the shares and share-based rights of the members of the Management Group and of the companies over which they exercise control in the end of the financial year of 2024 are presented in the table below. CAPMAN ANNUAL REPORT 2024 16 Management Group in 2024 Name Responsibilities Personal information Shares and share-based rights on 31 Dec 2024 Pia Kåll CEO Born: 1980 Education: M.Sc. (Eng.) Gender: Female Shares: 331,320 Atte Rissanen CFO Born: 1987 Education: M. Sc. (Econ.) Gender: Male Shares: 321,748 Heidi Sulin COO Born: 1979 Education: LL.M. Gender: Female Shares: 180,172 Olli Haltia As of 1 March 2024 Managing Partner of CapMan Natural Capital Born: 1963 Education: Ph.D. (Econ.), M.Sc. (Econ.), M.Sc. (Forest Econ.) Gender: Male Shares: 9,031,217 Mika Koskinen Managing Partner of CapMan Wealth Services Born: 1967 Education: Lic.Sc. (Econ.) Gender: Male Shares: 30,000 Antti Kummu Managing Partner of CapMan Growth Equity Born: 1976 Education: M.Sc. (Econ.), CFA Gender: Male Shares: 81,117 Mika Matikainen Managing Partner of CapMan Real Estate Born: 1975 Education: M. Sc. (Econ), M.Soc.Sc Gender: Male Shares: 204,259 Anna Olsson Head of Sustainability Born: 1982 Education: M.Soc.Sc. Gender: Female Shares: 49,160 Ville Poukka Managing Partner of CapMan Infra Born: 1981 Education: M.Sc. (Econ.) Gender: Male Shares: 296,787 Mari Simula Head of Fund Investor Relations Born: 1982 Education: M.Sc. (Tech.) Gender: Female Shares: 440,260 Antti Uusitalo Managing Partner of Special Situations Born: 1982 Education: M.Sc. (Econ.) Gender: Male Shares: 15,000 8. Internal control and risk management The aim of CapMan’s internal control and risk management is to ensure that the company’s operations are efficient, appropriate, reliable and in compliance with regulation, and that risks associated with the company’s business and objectives are identified and appropriately monitored and managed. The group’s internal control system is an essential part of the group’s management system and consists of organisation structure, policies, processes, working instructions, allocation of tasks and responsibilities, approval authorisations, manual and automated controls, monitoring reports and reviews. The Board and the CEO are responsible for the internal control and the risk management but the internal control is conducted on all levels of the organisation, in all business and support functions. Each employee is individually responsible for the compliance of policies and instructions and for reporting the faults and malpractice to his/her supervisor or other designated persons. 9. Internal control and risk management pertaining to the financial reporting The internal control and risk management pertaining to the financial reporting process is part of CapMan’s overall internal control framework. The key roles and responsibilities for internal control and risk management have been defined in the group’s internal guidelines which are approved and updated by the management and/or the Board of Directors of the company. CapMan’s internal control and risk management concerning financial reporting is designed to provide, inter alia, reasonable assurance concerning the reliability, comprehensiveness and timeliness of the financial reporting and the preparation of financial statements in accordance with applicable laws and regulations, generally accepted accounting principles and other requirements for listed companies. The objective is also to promote good corporate governance and risk management practices and to ensure the compliance with laws, regulation and CapMan’s internal policies. CAPMAN ANNUAL REPORT 2024 17 9.1 General description of the financial reporting process CapMan’s operating model is based on having a local presence in Finland, Sweden, Denmark, Norway, Luxembourg and the UK, and operating the organisation across national borders. CapMan’s subsidiaries and branches in seven countries report their results on a monthly or quarterly basis to the parent company. The bookkeeping function is mainly outsourced. Financial information is assembled, captured, analysed, and distributed in accordance with existing processes and procedures. The group has a common reporting and consolidation system that facilitates compliance with a set of common control require- ments. The monthly accounting entries of the most significant subsidiaries and branches are transferred to the group’s reporting system on an entry-by-entry level. The other subsidiaries submit their figures either monthly or quarterly to the group accounting to be entered to the group reporting system for consolidation. The reported figures are reviewed by subsidiaries’ accountants as well as by group accounting team. Group accounting also monitors the balance sheet and income statement items by analytically reviewing the figures. The consolidated accounts of CapMan are prepared in compliance with the International Financial Reporting Standards (IFRS) as adopted by the EU. 9.2 Control and risk management of the financial reporting process The Board has the overall responsibility for the proper arrangement of internal control and risk management over financial reporting. The Board has appointed the Audit and Risk Committee to undertake the more specific tasks in relation to financial and sustainability reporting process control such as monitoring the financial statements reporting process, the supervision of the financial reporting process, overview of sustainability (including climate) risks and monitoring the efficiency of the company’s internal control. The Audit and Risk Committee also reviews regularly the main features of the internal control and risk management systems pertaining to the financial reporting process. The management of the group is responsible for the imple- mentation of internal control and risk management processes and for ascertaining their operational effectiveness. The management is also responsible for ensuring that the company’s accounting practices comply with laws and regulations and that the company’s financial and sustainability matters are managed in a reliable and consistent manner. The CEO leads the risk management process by defining and allocating responsibility areas. The CEO has nominated the group’s COO as risk manager to be in charge of coordinating the overall risk management process. The risk manager reports to the Audit and Risk Committee on matters concerning internal control and risk management. The management has allocated responsibility for establishing more specific internal control policies and procedures to personnel in charge of different functions. The group’s management and accounting departments possess appropriate levels of authority and responsibility to facilitate effective internal control over financial reporting. 9.3 Risk assessment and control activities Risks related to the financial reporting process are identified through the objectives of financial reporting. The risk assessment process is designed to identify financial reporting risks and to determine how these risks should be managed. The risk assessment process also considers sustainability risks that relates to material financial outcomes. Control activities based on risk assessments are determined for all levels of the organisation. These activities include guidelines and instructions, approvals, authorisations, verifications, reconciliations, analytical reviews, and segregation of duties. In the annual risk assessment process of the group, the identified risks are reviewed, the risk management control activities are mapped and the effects of potential new identified risks are evaluated. The objectives and responsibilities of the risk management process as well as the determination of the risk-appetite were reviewed during 2024. 9.4 Information and communication pertaining to the financial reporting CapMan has defined the roles and responsibilities pertaining to financial reporting as a part of the group’s information and communication practices. External and internal information regarding financial reporting and its internal control is gathered systematically, and relevant information on the group’s trans- actions is provided to the management. Up-to-date information relevant for the financial reporting is presented in a timely manner to the relevant functions such as the Board and the Management Group. All external communications are carried out in accordance with the group disclosure policy, which is available on the company’s website: https://capman.com/shareholders/ governance/policies/ 9.5 The organisation and monitoring of internal control activities To ensure the effectiveness of internal control pertaining to financial reporting, monitoring activities are conducted at all levels of the organisation. Monitoring is performed through ongoing follow-up activities, separate evaluations or a combi- nation of the two. Separate internal audit assignments may be initiated by the Board or management. The scope and frequency of separate evaluations depend primarily on the assessment of risks and the effectiveness of ongoing monitoring procedures. Internal control deficiencies are reported to the management, and serious matters to the Audit and Risk Committee and the Board. Group accounting performs monthly consistency checks of income statement and balance sheet for subsidiaries and business areas. The group accounting team also conducts management fee and cost analysis, quarterly fair value change checks, impairment and cash flow checks as well as control of IFRS and other applicable regulatory changes. The Audit and Risk Committee and the Board regularly review group-level financial reports, including comparison of actual figures with prior periods and budgets, other forecasts, monthly cash flow estimates and covenant levels. In addition, the Audit and Risk Committee monitors in more detail, among others, the reporting process (including the management’s discretionary evaluations), risk management, internal control and audit. The Risk and Valuations team, which is independent from the investment teams, is responsible for the quarterly valuation process, monitoring and forecasting fair value movements and CAPMAN ANNUAL REPORT 2024 18 preparing the models for and calculating carried interest income for the funds under the management of the Group. CapMan’s subsidiaries holding a license to act as alternative investment fund manager or investment firm granted by the Finnish Financial Supervisory Authority, have separate risk management and internal audit functions as required by appli- cable laws. The compliance function oversees that the operations of the CapMan group comply with regulation and that the group companies will adopt the relevant new regulations promptly. 10. Other information 10.1 Procedures related to insider administration CapMan complies with the Market Abuse Regulation’s (“MAR”, 596/2014) rules on managers’ transactions and insider management and the guidelines for insiders issued by Nasdaq Helsinki. In addition, CapMan has its own internal policy regarding insider management. The group’s compliance function is responsible for insider administration and shall e.g. monitor that employees comply with insider rules and trading restrictions, maintain project-specific insider lists, arrange internal trainings for employees on insider rules and on disclosure responsibilities of listed companies. CapMan maintains an internal, non-public list on managers and persons closely associated with them, which are, according to MAR, obliged to disclose all transactions made with financial instruments issued by CapMan. CapMan has determined the members of the Board and the Management Group (including the CEO) as managers defined in the MAR (hereinafter “Manager(s)”). Each Manager has been instructed to inform the persons closely associated with them about the obligation to disclose transactions. CapMan publishes a release on each transaction which has been executed by a Manager or his/her closely associated person with the financial instruments issued by CapMan in case the total value of all transactions of this person exceeds EUR 20,000 within a calendar year. The total holding of CapMan’s shares and share-based rights of each Manager is annually published as a part of the Annual Report. CapMan maintains project-specific insider lists for the projects, as set out in MAR, which may have a significant effect on the prices of the financial instruments issued by CapMan. These project-specific insider lists are drafted and maintained in accordance with the MAR and CapMan’s internal policies and are established following a decision to delay the disclosure of inside information. The persons added to the project-specific list and other persons who possess inside information related to CapMan, are advised not to trade in financial instruments issued by CapMan. Prior to trading in CapMan’s financial instruments, each manager and employee is obliged to personally assess whether he/she is in the possession of inside information related to CapMan. CapMan’s Managers (as defined above) or employees who receive financial information related to CapMan Plc are not permitted to trade in financial instruments issued by CapMan during a closed period of 30 calendar days prior to the publi- cation of CapMan’s interim reports, half year financial report or financial statements bulletin (closed period). The publication dates are announced annually over a stock exchange release. CapMan’s Managers and employees have been instructed to inform their closely associated persons regarding closed periods and trading restrictions on CapMan’s financial instruments during the closed period. According to the internal trading pre-approval procedure, the Managers of CapMan group are obliged to request a written pre-approval from the group’s compliance function before trading in financial instruments issued by CapMan. 10.2 Whistleblowing CapMan has a whistleblowing channel for personnel which offers a possibility to alert CapMan about suspicions of misconduct in confidence and/or anonymously. The channel is available on the company’s intranet. During 2024, one whistleblowing report was received. The report was processed in accordance with the company’s whistleblowing process. CapMan also has an external whistleblowing channel on the company’s website for all stakeholders. Both internal and external channels help CapMan to promote responsible business practices. Reporting through the channels is secured and reports may be submitted anonymously. 10.3 Principles regarding Related Party Transactions The Board has approved the principles regarding related party transactions for the company. Related party transactions are monitored by the financial administration and legal functions as part of the company’s customary reporting and control processes. Any significant and out of the ordinary transaction with related parties deviating from market terms are reported to and approved by the Board. Key management personnel are instructed of the related party matters. The company maintains a list of its related parties and related-party transactions are reported in the interim reports and financial statements in accordance with regulations and financial reporting standards. Significant related-party transactions will be published as stock exchange releases. The company’s related party transactions typically involve purchase of internal services or are related to other services or products that are part of the normal business operations of the company. The company does not customarily enter into transac- tions with its related parties which would be significant for the company and deviate from the ordinary course of business or would be conducted in deviation from customary market terms. 10.4 Audit fees Ernst & Young Oy, authorised public accountants, acted as auditor of the company in 2024. Ms. Kristina Sandin, APA, acted as the lead auditor. The audit fees paid to the auditor amounted to 437,000 euros (371,000 euros 2023) and the fees related to other non-audit related services amounted to 111,000 euros (90,000 in 2023). 10.5 Internal audit Taking into account the nature and extent of the company’s business CapMan has not considered it necessary to organise internal audit as a separate function. The internal audit of the licensed operations has been outsourced to an external service provider. CAPMAN ANNUAL REPORT 2024 19 Hallituksen toimintakertomus Making growth stories happen REPORT OF THE BOARD OF DIRECTORS CAPMAN ANNUAL REPORT 2024 24 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS CONTENTS Nordic roots, global handprint. 26 Report of the Board of Directors 33 Shares and shareholders 34 Calculation of Key Ratios 35 Key figures CAPMAN ANNUAL REPORT 2024 25 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Report of the Board of Directors 2024 Group turnover and result in 2024 CapMan Group’s turnover totalled MEUR 57.6 in the period spanning 1 January–31 December 2024 (1 January–31 December 2023: MEUR 49.3), up 17% from the comparison period. The growth was driven by both Fee income and Carried interest which grew by 15% and 38%, respectively. CapMan has classified CaPS business as a discontinued operation in the income statement and restated the comparison periods’ figures accordingly. Operating expenses were MEUR 48.7 (MEUR 44.4) with the main items being: • Personnel expenses MEUR 33.3 (MEUR 32.2) • Depreciations and amortisations MEUR 2.4 (MEUR 1.4) • Other operating expenses MEUR 13.0 (MEUR 10.9). A large share of the increase in operating expenses was due to items impacting comparability that mainly consist of expenses related to the acquisition of Dasos Capital. Comparable operating expenses were 10% above the comparison period at MEUR 46.4 (MEUR 42.3). Fair value changes of investments were MEUR +7.8 (MEUR –6.1), corresponding to a return of +4.5% (–3.4%) per annum. Operating profit was MEUR 16.7 (MEUR –1.2). The compa- rable operating profit was MEUR 19.0 (MEUR 0.8) as Fee profit, Carried interest, and Fair value changes were all above the comparison period. Fee profit increased by 81% from the comparison period due to Fee income growth and improving relative profitability and was MEUR 6.9. The result for the financial year was MEUR 9.4 (MEUR –1.3). The comparable result for the financial year was MEUR 11.5 (MEUR 0.5). Turnover, operating profit/loss, and profit/loss by segment for the year, alternative performance measures as well as items affecting comparability are described in the Notes to the Consolidated Financial Statements in section 2 Segment information. Assets under management as at 31 December 2024 Assets under management refers to the remaining investment capacity of funds and capital already invested at acquisition cost or at fair value when referring to mandates and open-ended funds. Assets under management is calculated based on the capital, which forms the basis for management fees, and includes primarily equity without accounting for the funds’ debt. AUM is impacted by fundraising, exits and fair value changes for open-ended funds as well as wealth management. Assets under management were MEUR 6,063 as at 31 December 2024 (31 December 2023: MEUR 5,005). The increase was due to the acquisition of Dasos Capital, which now forms the Natural Capital investment area, and some MEUR 570 of new capital raised during the period. Assets under management per fund type are displayed in Table 1. Table 1: Assets under management (incl. funds and mandates) 30.12.24 (MEUR) 31.12.23 (MEUR) Real Estate 3,090 2,933 Private Equity & Credit 1,080 1,022 Natural Capital 726 n/a Infra 648 562 Wealth Management 518 488 Total assets under management 6,063 5,005 Management Company business In its Management Company business, CapMan manages private asset funds and offers wealth advisory services. Income from the Management company business is derived from management fees, wealth advisory fees, property- and asset management fees, and carried interest received from funds. Fee income grew by 16% driven by management fee growth mainly due to the final closings of CapMan Nordic Infrastructure II and Growth Equity III funds as well as the acquisition of Dasos Capital completed on 1 March 2024. Carried interest was received mainly due to exits from the Nest 2015 fund. Nearly all investments in the fund have now been exited. In the comparison period, CapMan received Carried interest mainly from the Growth Equity I fund. Turnover grew by 18% during the period due to both Fee income and Carried interest income growth. Operating expenses grew by 10%. Most of the growth in operating expenses is explained by the acquisition of Dasos Capital. Comparable operating profit grew to MEUR 18.3 (MEUR 13.7) mainly due to fee profit growth. Items impacting compa- rability mainly consist of expenses related to the acquisition of Dasos Capital. The fee profit of the segment increased to MEUR 14.0 (MEUR 10.6) driven by fee income growth and improved relative profitability. Service business In the Service business, CapMan no longer have continuing active businesses. Previously included procurement services (CaPS) have been classified as a discontinued operation and therefore removed from the segment information for the reporting and comparison periods. The remaining part of the Service business contains the discounting impact of long-term trade receivables CAPMAN ANNUAL REPORT 2024 26 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS stemming from the earlier advisory services. Until 1 February 2023 the segment also included the since divested JAY Solutions. As the segment generates no carried interest or fair value changes, the fee profit equals the operating profit of the segment, and was MEUR 0.3 (MEUR 0.3). Investment business Through its Investment business, CapMan invests from its own balance sheet in the private markets asset classes and mainly to its own funds. In addition to own funds, CapMan selectively invests in private market funds managed by external fund managers. Fair value changes were MEUR 7.8 (MEUR –6.1), corre- sponding to a 4.5% (–3.4%) change in fair value during the reporting period. Investments into funds managed by CapMan developed on average positively contributing MEUR 8.3 (MEUR –0.3), corre- sponding to a 6.9% (–0.2%) change in fair value, mainly due to positive development in private equity funds. Investments into external funds developed negatively with fair value changes of MEUR –0.5 (MEUR –5.8), corresponding to a change of –1.0% (–10.1%). Operating profit for the Investment business was MEUR 6.9 (MEUR –6.6). Fee loss was MEUR –0.9 (MEUR –0.5). As the segment generates no fee income, the fee profit equals to the operating expenses of the segment. On 31 December 2024 the fair value of CapMan’s fund investments stood at MEUR 167.2 (MEUR 158.9). Of the total, MEUR 128.1 (MEUR 108.0) is invested into funds managed by CapMan and MEUR 39.1 (MEUR 50.9) is invested into external funds. The value of external fund investments decreased during the period mainly due to a secondary transaction completed in December 2024. New external fund investments are currently not planned and thereby the share of external fund investments and their impact on Group level fair value changes will decrease over time. Investments in portfolio companies are valued at fair value in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEVG). Investments in real estate and natural capital are valued at fair value based on appraisals made by independent external experts. Valuation of external funds is based primarily on fair values reported by respective external fund managers. Sensitivity analysis by investment area is presented in the Notes to the Consolidated Financial Statements in Section 18 Investments at fair value through profit and loss. Balance sheet and financial position as at 31 December 2024 CapMan’s balance sheet totalled MEUR 343.3 as at 31 December 2024 (31 December 2023: MEUR 241.5), of which goodwill amounted to MEUR 30.1 (MEUR 7.9). Cash in hand and at banks amounted to MEUR 90.1 (MEUR 41.0). CapMan’s total equity amounted to MEUR 202.6 (MEUR 115.1). The increase in equity was mainly due to the directed share issue related to the acquisition of Dasos Capital completed on 1 March 2024. Interest-bearing net debt amounted to MEUR 12.4 (MEUR 52.8). CapMan’s total interest-bearing debt as at 31 December 2024 is outlined in Table 2. CapMan’s interest bearing debt increased due to the issue of a MEUR 60.0 sustainability-linked bond maturing in 2029. The proceeds of the bond were used for the tender offer of the bond maturing in 2025 and general company purposes. CapMan’s bonds and long-term credit facility include financing covenants, which are conditional on the company’s equity ratio and net gearing ratio. CapMan honoured all covenants as at 30 December 2024. The senior bonds issued in 2022 and 2024 are linked to sustainability targets. The targets of the 2022 bond were achieved in April 2023. The Group’s cash flow from operations totalled MEUR 3.2 (MEUR 12.1). CapMan receives management fees from funds semi-annually, in January and July, which is shown under working capital in the cash flow statement. Cash flow from investments totalled MEUR 59.5 (MEUR 3.5), of which MEUR 59.0 is related to the divestment of CaPS completed in October 2024. Cash flow from investments also includes, inter alia, investments and repaid capital received by the Group. CapMan makes investments mainly through its investment company and its investments and cash on hand are classified as fund investments. Cash flow from financing was MEUR –13.7 (MEUR –30.3). Sustainability CapMan’s vision is to become the most responsible private assets company in the Nordics. A strategic objective is to integrate sustainability into all operations and implement it in the product offering, fundraising, investment activities, fund management, services and the development of personnel and work environment, among others. Progress on environmental targets In January 2024 CapMan made the commitment to achieve net zero emissions by 2040 for own operations (Scope 1 and 2) and for CapMan’s overall real estate and infrastructure assets and portfolio companies (Scope 3) by 2040. For in-use operational net-zero emissions within the real estate portfolio the target is by 2035. During January 2024 CapMan also became an inaugural Task Force on Nature Related Financial Disclosures (TNFD) Early Table 2: CapMan’s interest bearing debt Debt amount 31 December 2024 (MEUR) Matures latest Annual interest Debt amount 31 Dec 2023 (MEUR) Senior bond (issued in 2020) – Q4 2025 4.00% 50.0 MEUR Senior bond (issued in 2022) 40 MEUR Q2 2027 4.50% 40.0 MEUR Senior bond (issued in 2024) 60 MEUR Q2 2029 6.50% - Long-term credit facility (available) (20 MEUR) Q2 2027 1.725–2.725% (20 MEUR) CAPMAN ANNUAL REPORT 2024 27 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Adopter. This means that CapMan will start making disclosures aligned with the TNFD Recommendations in the corporate reporting by financial year 2024. CapMan is in the process to develop a proprietary Nature positive approach and assessment tool for investment areas, and pilots have been conducted in certain assets and companies to test this approach. During the fourth quarter, frameworks for Real Estate, Infrastructure and Private Equity were finalised. In addition, Infrastructure sector specific transition plans as well as sector agnostic transition plans for Private Equity were finalised. Lastly, a proprietary Nature Tool that identifies nature dependencies and impacts and proposes actions on how to mitigate those was established. The results of the tool serve as an input to the transition plans that inform the asset specific risks and opportunities. CapMan Real Estate hosted and event in Stockholm during the fourth quarter presenting and discussing the results of the project, focusing on what moving towards nature positive means for real estate. During the first quarter of 2024 CapMan Real Estate was selected among the first companies globally to participate in the Science Based Targets initiative (SBTi) Buildings pilot test. This puts CapMan on the forefront of developing tools for decarbon- isation of buildings. The emission reduction plan was made during the first quarter and submitted to SBTi for feedback. In August and September 2024, CapMan was selected to be part of the piloting of SBTi’s Draft Financial Institution Net Zero Standard (FINZ), providing us an opportunity to shape the way how financial institutions, and especially private market investors set the way for reaching net zero by 2050. CapMan Real Estate submitted its SBTi net-zero targets for validation in December. In May 2024, CapMan published its new Sustainability-Linked Bond Framework under which it can issue securities with a sustainability-linkage, with KPIs that cover over 90% of CapMan’s total emissions. In early June 2024, CapMan issued its second sustainability-linked bond amounting to MEUR 60. For Real Estate and Infrastructure portfolios, EU Taxonomy aligned physical climate risk assessments were finalised during the fourth quarter. In addition, Infrastructure also finalised transition climate risks for the portfolio. During the fourth quarter, CapMan partnered with a third- party provider for carbon removal for business related flights, which will commence during 2025. Progress on social and governance targets CapMan strives to be a diverse, equal, and inclusive work community. To promote good governance, CapMan has intro- duced sustainability metrics as part of variable renumeration. Part of the long-term share-based incentives are determined following the achievement of sustainability targets. CapMan’s Management Group with the support of CapMan’s internal DEI (diversity, equity and inclusion) working group has continued its systematic work to reach our medium- and long-term diversity targets. During the first months of the year an analysis was done to identify the enablers and possible deter- rents to increase the share of women in investment teams by the DEI working group interviewing female investment professionals of different tenures and across investment areas. During the second quarter of 2024 DEI topics were progressed through workshops on inclusive practices within CapMan. During the fourth quarter findings from the beforementioned analyses were presented to and discussed with the management team. In the first quarter, a third-party Human Rights Salient Risk Assessment was finalised, covering CapMan, as well as Real Estate, Infrastructure, Private Equity, Private Debt and Wealth teams. During second half of the year, a roadmap with concrete measures was completed to close identified gaps and align with the expectations set forth in the UN Guiding Principles on Business and Human Rights and OECD Guidelines. This included CapMan Plc, Real Estate practices and guidelines for larger Infrastructure and Private Equity portfolio companies as well as SMEs. Implementation of the roadmap commenced during the fourth quarter. CapMan policies, such as the Sustainable Investment Policy, Code of Conduct, Supplier Code of Conduct and Whistleblowing policy were updated to reflect the Human Rights due diligence implemented, as well as asset class specific guidance, process documents and tools. This work ensures alignment with the Minimum Social Safeguards of the EU Taxonomy. In June 2024, CapMan’s Board of Directors approved the double materiality assessment which takes CapMan one step closer to reaching readiness to report under Corporate Sustainability Reporting Directive (CSRD), and CapMan’s 2024 sustainability statement will take into consideration the require- ments from the CSRD. Key figures 31 December 2024 CapMan’s return on equity was 46.2% on 31 December 2024 (31 December 2023: 2.6%) and the comparable return on equity was 7.2% (0.4%). Return on investment was 6.5% (–0.5%) and the comparable return on investment was 7.4% (0.4%). Equity ratio was 59.0% (47.8%). According to CapMan’s long-term financial targets, the target level for the company’s return on equity is on average over 20%. The objective for the equity ratio is more than 50%. CAPMAN ANNUAL REPORT 2024 28 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Table 3: CapMan’s key figures 31.12.2024 31.12.2023 Earnings per share, cents 39.5 0.8 Diluted, cents 39.3 0.8 Comparable earnings per share from continuing operations, diluted, cents 4.0 –0.8 Shareholders’ equity / share, cents 116.6 72.6 Share issue adjusted number of shares 173,807,362 158,573,903 Return on equity, % p.a. 46.2 2.6 Return on equity from continuing operations, comparable, % p.a. 7.2 0.4 Return on investment, % p.a. 6.5 –0.5 Return on investment from continuing operations, comparable, % p.a. 7.4 0.4 Equity ratio, % 59.0 47.8 Net gearing, % 6.1 45.9 Decisions of the 2024 Annual General Meeting Decisions of the AGM regarding distribution of funds CapMan’s 2024 AGM decided, in accordance with the proposal of the Board of Directors, that a dividend in the total amount of EUR 0.06 per share, equivalent to a total of approx. MEUR 10.6, would be paid to shareholders based on the balance sheet adopted for 2023. In addition, the AGM authorised the Board of Directors to decide on an additional dividend in the maximum amount of EUR 0.04 per share, equivalent to a total of approx. MEUR 7.1. The Board of Directors resolved on the additional dividend on September 18, 2024, and the additional dividend of EUR 0.04 per share, totalling EUR 7.1 million, was paid on September 27, 2024. Decisions regarding the distribution of funds have been described in greater detail in the stock exchange release on the decisions taken by the AGM issued on 27 March 2024. Decisions of the AGM regarding the composition of the Board CapMan’s 2024 AGM decided that the Board of Directors comprises six (6) members. Mr. Johan Bygge, Ms. Catarina Fagerholm, Mr. Johan Hammarén, Ms. Mammu Kaario, Mr. Olli Liitola and Mr. Joakim Frimodig were elected members of the Board of Directors for a term of office expiring at the end of the next Annual General Meeting. The Board composition and remuneration have been described in greater detail in the stock exchange releases on the decisions of the AGM and the organisational meeting of the Board issued on 27 March 2024. Authorisations given to the Board by the AGM CapMan’s 2024 AGM authorised the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares as well as on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act. The number of own shares to be repurchased and/or accepted as pledge on the basis of the authorisation shall not exceed 14,000,000 shares in total, which on the day of the notice to the Annual General Meeting corresponded to approxi- mately 8.81% (and on the day of the Annual General Meeting to approximately 7.93%) of all shares in the company. The number of shares to be issued on the basis of the authorisation shall not exceed 14,000,000 shares in total, which on the day of the notice to the Annual General Meeting corre- sponded to approximately 8.81% (and on the day of the of the Annual General Meeting to approximately 7.93%) of all shares in the company. The authorisation is effective until the end of the next annual general meeting, however no longer than until 30 June 2025. Further details on these authorisations can be found in the stock exchange release on the decisions taken by the AGM issued on 27 March 2024. Authorising the company’s Board of Directors to decide on charitable contributions CapMan’s 2024 AGM authorised the Board of Directors 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 contribution. The authorisation is effective until the next annual general meeting. The decisions of Annual General Meeting are described in a more comprehensive manner in the stock exchange release on the decisions taken by the AGM issued on 27 March 2024. Shares and shareholders All shares generate equal voting rights (one vote per share) and rights to a dividend and other distribution to shareholders. CapMan Plc’s shares are included in the Finnish book-entry system. During the financial year, CapMan issued 17,672,761 new shares in a directed share issue to the shareholders of Dasos Capital in connection with the acquisition, increasing CapMan’s share capital to MEUR 35.2. Consequently, there were two flagging notices during the year. On 1 March 2024 the holdings of shares and voting rights of Hozanium Partners Oy exceeded 5% and the holdings of shares and voting rights of Ilmarinen Mutual Insurance Company fell below 5%. CAPMAN ANNUAL REPORT 2024 29 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Table 4: Shares and shareholders 31 December 2024 31 December 2023 Shares and share capital Number of shares outstanding 176,878,210 158,849,387 Share capital, MEUR 35.2 0.8 Company shares Number of shares held by CapMan 26,299 26,299 Of all shares and votes 0.01% 0.02% Market value, EUR 44,971 60,225 Trading and market capitalization Close price, EUR 1.71 2.29 Trade-weighted average price, year to date, EUR 1.89 2.49 Intra-year high, EUR 2.36 3.09 Intra-year low, EUR 1.67 1.92 No of shares traded, millions 26.3 22.2 Value of shares traded, MEUR 49.7 55.2 Market capitalization, MEUR 303 364 Shareholders Number of shareholders 28,719 31,157 Personnel CapMan employed 200 people on average in 2024 (2023 average: 183), of whom 149 (133) worked in Finland and the remainder in the other Nordic countries, Luxembourg and the United Kingdom. A breakdown of personnel by country is presented in the Consolidated Financial Statements, Section 5 Employee benefit expenses. Remuneration and incentives CapMan’s variable remuneration consists of short-term and long-term incentive schemes. The short-term scheme covers all CapMan employees, excluding the CEO of the company, and its key objective is earnings development, for which the Board of Directors has set a minimum target. CapMan has currently one long-term share-based incentive scheme (Performance Share Plan). The target group of the plan consists of approximately 20 key employees, including the members of the Management Group. The objective of the Performance Share Plan is to align remuneration with CapMan’s earnings development and sustainability agenda, to retain the participants in the company’s service, and to offer them a competitive reward plan based on owning, earning and accumu- lating the company’s shares. In the Performance Share Plan the participants commit to shareholder value creation by investing a significant amount in CapMan Plc shares. The prerequisite for receiving a reward from the plan is that a participant allocates newly acquired or previously owned company’s shares to the plan. The Board of Directors determines the maximum allocation for each participant. The Performance Share Plan includes three performance periods that commenced on 1 April 2022. The first period ended on 31 March 2023, the second period ended on 31 March 2024, and the third period will end on 31 March 2025. The participants may earn a performance-based reward from each of the perfor- mance periods and a matching reward from the 2022–2025 period. The rewards from the plan will be paid in company shares in 2024, 2025 and 2026. The performance-based reward from the Performance Share Plan is based on the company share’s Total Shareholder Return, the achievement of sustainability targets and on the continuation of the participant’s employment or service upon reward payment. The Board shall resolve whether new shares or existing shares held by the company are given as reward. More information about the Performance Share Plan can be found on in the Consolidated Financial Statements, Section 31 Share-based payment. Other significant events in 2024 In March 2024, CapMan completed the acquisition of Dasos Capital Oy forming the new CapMan Natural Capital investment area and Mr. Olli Haltia, Partner at Natural Capital joined CapMan’s Management Group. The acquisition and related directed share issue which the Board of Directors of CapMan decided on March 1st 2024, is described in greater detail on pages 35–36 in the tables section of this report. In April 2024, the CapMan Nordic Infrastructure II fund held its final close reaching EUR 375 million, which is a doubling in size compared to the Infrastructure I fund. On April 30th the CapMan Growth Equity III fund made its final close at EUR 130 million. In May 2024, CapMan resolved on a directed share issue of 356,062 new shares as payment of the reward shares from the 2022 Performance Share Plan to CapMan Group management and selected key employees. The reward was earned based on the total shareholder return of CapMan during the 2022 Performance Share Plan’s first performance period that commenced on 1 April 2022 and ended on 31 March 2023. The new shares were registered with the Trade Register on 7 May 2024. In May 2024, CapMan established a new Sustainability-Linked Bond Framework under which it can issue securities with a sustainability-linkage. The selected KPIs cover over 90% of CapMan’s total emissions and as such present a strong linkage to CapMan’s climate work. In June 2024, CapMan announced final tender offer results for its outstanding bond due 2025 and issued a MEUR 60 sustain- ability-linked bond. The proceeds from the new issue were used for the tender offer of the bond due 2025 and general company purposes. The issue of the new bond extends the maturity of CapMan’s loan portfolio significantly. CAPMAN ANNUAL REPORT 2024 30 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS In September 2024, CapMan’s Board of Directors decided on the additional dividend of EUR 0.04 per share authorised by the Annual General Meeting. In October 2024, CapMan announced the divestment of service business CaPS for MEUR 75, including an earn-out consideration of MEUR 5 subject to CaPS reaching certain operational targets during 2025. 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. The transaction had a significant positive impact on CapMan’s 2024 earnings, liquidity and solidity, with a positive EPS impact of approximately 33 cents in 2024 and strong cash flow impact of approximately EUR 64 million, including the received transaction proceeds and the dividend distributed from CaPS between signing and closing. The proceeds of the trans- action 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. In November, CapMan announced that it will exercise its right to redeem the outstanding share of EUR 3,951,000 of the EUR 50 million notes issued in 2020 in accordance with clause 7.6 (Clean-up call option) of the terms and conditions of the Notes. Events after the end of the financial year There were no significant events after the end of the financial year. Significant risks and short-term uncertainties CapMan faces many different risks and uncertainties which, if realised, could affect its strategic direction, financial position, earnings, operations and reputation. Assessment and management of risks is an integral part of CapMan’s ability to conduct its operations in a successful manner. CapMan classifies risks according to various categories and identifies principal risks for each category. CapMan performs an annual review of the risk environment at the end of the financial year and reports on any material developments quarterly. An annual risk assessment and risk descriptions is presented on the website under https://capman.com/shareholders/risks/. A summary of risks and observed changes in the short-term risk environment are presented in Table 5. Table 5: Risk classification, principal risks and short-term changes Risk classification Principal risks Changes in the short-term risk environment 1. Strategic risks • Failure to achieve strategic or performance targets • Failure to select the correct strategy in a competitive environment • Failure to recruit and retain key personnel • Failure to scale the business • Acquisition of Dasos Capital has been closed during Q1–2024 and integration is ongoing. 2. Financial risk • Poor financial performance • Insufficient liquidity position • Failure to obtain financing • New sustainability-linked bond, issued in Q2 2024, improves liquidity position and extends the financing maturity schedule. • Proceeds received from divestment of a service business CaPS has positive impact on CapMan’s earnings, liquidity and solidity. 3. Market risks • Interest and foreign exchange rate, inflation and asset valuation volatility • Changes in customer preferences • Fluctuations of the transaction market • Failure in fundraising • Fundraising market remains challenging. However, CapMan Growth Equity III reached its hard cap in final closing and Infra II nearly doubled its size in its final closing. Several fundraising projects to be initiated over the next 12 months. • Geopolitical uncertainty has increased during the year. 4. Operational risks • Cyber threats and system errors • Inadequate or failed processes or controls • Corruption, fraud or criminal behaviour • Mistakes • CapMan has streamlined its operations and divested non-core businesses, which has reduced the operational complexity. 5. Regulatory risks • Adverse changes in the regulatory environment • Increased uncertainty related to changes in tax treatment of carried interest in Sweden, which may impact the private assets industry. However, the direct financial impact on CapMan is estimated to be limited. 6. Sustainability risks • Failure to invest in sustainable assets and ESG related incidents or lack of appropriate ESG approach in portfolio companies • Unreasonable increase in costs to comply with sustainability and reporting requirements • No changes. 7. Reputational risk • Negative public perception • No changes. CAPMAN ANNUAL REPORT 2024 31 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 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. Proposal of the Board of Directors regarding distribution of funds CapMan’s distributable funds amounted to MEUR 88.3 on 31 December 2024. The Board of Directors resolution proposal to the Annual General Meeting to be held on 25 March 2025 is a combined proposal of a dividend distribution and an authori- sation 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 2024, which would amount to MEUR 24.8 in total. The Board of Directors proposes that a dividend in the total amount of EUR 0.07 per share, would be paid 3 April 2025. The Board of Directors further proposes that the Board of Directors be authorised to decide on an additional dividend in the maximum amount of EUR 0.07 per share. The Board of Directors intends to resolve on the additional dividend in its meeting scheduled for 15 September 2025. 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. Helsinki, 12 February 2025 CAPMAN PLC Board of Directors CAPMAN ANNUAL REPORT 2024 32 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS CapMan’s largest shareholders as at 31 December 2024 Number of shares and votes Proportion of shares,% Silvertärnan Ab 22,680,519 12.82% Hozainum Partners Oy 9,012,467 5.10% Keskinäinen Eläkevakuutusyhtiö Ilmarinen 8,672,000 4.90% Laakkonen Mikko Kalervo 7,234,635 4.09% Dolobratos Oy Ab 5,442,698 3.08% Keskinäinen työeläkevakuutusyhtiö Varma 3,675,215 2.08% Joensuun Kauppa Ja Kone Oy 3,296,466 1.86% Vesasco Oy 3,088,469 1.75% Valtion Eläkerahasto 2,500,000 1.41% Keskinäinen Työeläkevakuutusyhtiö Elo 2,212,000 1.25% 10 shareholder total 67,814,469 38.34% Total 176,878,210 100.00% Nominee registered 5,530,780 3.13% Shareholdings of management 13,126,190 7.42% One flagging notification was issued during the financial year: on 1 March 2024, The holdings of shares and voting rights of Hozanium Partners Oy exceeded 5% and the holdings of shares and voting rights of Ilmarinen Mutual Insurance Company fell below 5%. An up-date information of all flagging notifications can be found at www.capman.com Distribution of shareholdings by number of shares and sector as at 31 December 2024 Shareholding Number of Owners % Number of shares % 1–100 5,176 18.02% 235,144 0.13% 101–1,000 12,958 45.12% 6,197,131 3.50% 10,01–10,000 9,257 32.23% 29,602,137 16.74% 10,001–100,000 1,200 4.18% 28,673,234 16.21% 100,001–1,000,000 108 0.38% 28,166,397 15.92% 1,000,001– 20 0.07% 83,985,458 47.48% On the book-entry register joint account 18,709 0.01% Total 28,719 100.00% 176,878,210 100.00% of which Nominee registered 5,530,780 3.13% Sector Number of shares and votes % Non-Finnish holders 316,279 0.18% Corporations 63,086,902 35.67% Households 80,309,650 45.40% Non-profit and public sector institutions 19,795,917 11.19% Financial and insurance corporations 7,819,973 4.42% Nominee registered 5,530,780 3.13% On the book-entry register joint account 18,709 0.01% Total 176,878,210 100.00% CapMan Plc´s own shares 26,299 0.01% Source: EuroClear Finland Ltd, as at 31 December 2024. Figures are based on the total number of shares 176,878,210 and total number of shareholders 28,719. CapMan Plc had 26,299 shares as at 31 December 2024. Shares and shareholders CAPMAN ANNUAL REPORT 2024 33 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Calculation of Key Ratios Comparable operating profit = Operating profit – items impacting comparability Comparable profit for the financial year = Profit for the financial year for continuing operations – items impacting comparability Fee profit = Adjusted operating profit – carried interest – fair value gains/losses of investments Return on equity (ROE), % = Profit for the financial year (incl. non-controlling interest) × 100 Shareholders’ equity (average, incl. non-controlling interest) Return on equity (ROE), comparable, from continuing operations % = Comparable profit from continuing operations for the financial year (incl. non-controlling interest) × 100 Shareholders’ equity (average, incl. non-controlling interest) Return on investment (ROI), % = Profit before taxes from continuing operations + financial income and expenses × 100 Total shareholders’ equity + interest-bearing debt (average) Comparable return on investment (ROI), % = Comparable profit before taxes from continuing operations + financial income and expenses × 100 Total shareholders’ equity + interest-bearing debt (average) Equity ratio, % = Total shareholders’ equity × 100 Balance sheet total – advances received Net gearing, % = Net interest-bearing liabilities × 100 Shareholders’ equity Earnings per share (EPS) = Profit/loss for the financial year attributable to the equity holders of the parent company Share issue adjusted number of shares (average) Comparable earnings per share (EPS) = Profit/loss for the financial year attributable to the equity holders of the parent company from continuing operations – items impacting comparability Share issue adjusted number of shares (average) Shareholders’ equity per share = Shareholders’ equity attributable to the equity holders of the parent company Undiluted number of shares at the end of the financial year Dividend and return of equity per share = Dividend and repayment of equity distribution decided by the Annual General Meeting Dividend per earnings, % = Dividend and return of equity per share × 100 Earnings per share CAPMAN ANNUAL REPORT 2024 34 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Key Performance Indicators for CapMan Group MEUR 2020 restated 1) 2021 restated 1) 2022 restated 1) 2023 restated 1) 2024 Continuing operations Turnover 36.9 46.0 58.9 49.3 57.6 Management fees 29.0 36.6 38.8 39.0 45.9 Sale of services 7.0 6.6 10.5 7.1 7.4 Carried interest 0.9 2.9 9.6 3.1 4.3 Other operating income 0.1 0.0 0.0 0.1 0.0 Operating expenses –33.2 –40.2 –47.9 –44.5 –48.8 Fair value gains/losses of investments 4.4 33.9 36.5 –6.1 7.8 Operating profit 8.1 39.7 47.6 –1.2 16.7 Comparable operating profit 8.1 39.7 50.2 0.8 19.0 Fee profit 2.8 2.9 4.1 3.8 6.9 Financial income and expenses –3.1 –4.0 –5.5 –0.7 –4.3 Profit before taxes 5.0 35.7 42.1 –1.9 12.3 Profit for the financial year from continuing operations 2.9 31.4 36.7 –1.3 9.4 Return on equity (ROE), % 2) 5.2 29.4 30.5 2.6 46.2 Return on investment (ROI), comparable, from continuing operations, % 2.4 26.1 29.1 0.4 7.2 Sijoitetun pääoman tuotto jatkuvista toiminnoista, % 4.1 18.8 20.7 –0.5 6.5 Vertailukelpoinen sijoitetun pääoman tuotto jatkuvista toiminnoista, % 3.6 17.2 20.7 0.4 7.4 Equity ratio, % 51.9 53.3 52.7 47.8 59.0 Net gearing, % 22.5 14.0 26.3 45.9 6.1 Dividends and return of capital paid 3) 21.9 23.6 26.9 17.7 24.8 Personnel 2) 146 161 186 183 200 1) Discontinued operations (CaPS Service business) have been excluded from key performance indicators based on the Income Statement, and key performance indicators have been restated accordingly, unless otherwise indicated. 2) Key performance indicator is based on or includes both continuing and discontinuing operations, and therefore there is no need to restate prior periods. 3) Proposal of the Board of Directors to the Annual General Meeting for the financial year 2024. Key figures CAPMAN ANNUAL REPORT 2024 35 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Key Ratios Per Share 2020 2021 2022 2023 2024 Earnings per share, cents 3.3 21.9 25.1 0.8 39.5 Diluted earnings per share, cents 3.3 21.4 24.8 0.8 39.3 Earnings per share from continuing operations, cents 1.2 19.5 22.5 –1.9 2.8 Diluted earnings per share from continuing operations, cents 1.2 19.0 22.2 –1.9 2.8 Comparable diluted earnings per share from continuing operations, cents 1.2 19.0 23.9 –0.8 4.0 Shareholders' equity/share, cents 72.7 81.4 90.2 72.6 116.6 Dividend/share, cents 1) 14.0 15.0 17.0 10.0 14.0 Dividend/earnings, % 1) 424.2 68.5 67.7 1,250.0 35.4 Average share issue adjusted number of shares during the financial year ('000) 155,797 156,580 157,560 158,574 173,807 Share issue adjusted number of shares at year-end ('000) 156,459 156,617 158,055 158,849 176,878 Number of shares outstanding ('000) 156,433 156,591 158,029 158,823 176,852 Own shares ('000) 26 26 26 26 26 1) Proposal of the Board of Directors to the Annual General Meeting for the financial year 2024. CAPMAN ANNUAL REPORT 2024 36 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Tilinpäätös Making long-term value happen FINANCIAL STATEMENTS CAPMAN ANNUAL REPORT 2024 37 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Financial Statements Group Statement of Comprehensive Income (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Group Balance Sheet (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Group Statement of Changes in Equity (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Group Cash Flow Statement (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 1 . Accounting policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 2 . Segment information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 3 . Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 4 . Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 5 . Employee benefit expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 6 . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 7 . Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 8 . Adjustments to cash flow statement and total cash outflow for leases . . . . . 54 9 . Fair value gains/losses of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 10 . Finance income and costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 11 . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 12 . Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 13 . Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 14 . Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 15 . Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 16 . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 17 . Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 18 . Investments at fair value through profit or loss . . . . . . . . . . . . . . . . . . . . . . . 60 19 . Receivables – Non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 20 . Deferred tax assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 21 . Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 22 . Financial assets at fair value through profit or loss . . . . . . . . . . . . . . . . . . . . 62 23 . Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 24 . Share capital and shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 25 . Interest-bearing loans and borrowings - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 26 . Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 27 . Trade and other payables – Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 28 . Interest-bearing loans and borrowings – Current . . . . . . . . . . . . . . . . . . . . . . 64 29 . Financial assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 30 . Commitments and contingent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 31 . Share-based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 32 . Related party disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 33 . Financial risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 Parent Company Income Statement (FAS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 Parent Company Balance Sheet (FAS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 Parent Company Cash Flow Statement (FAS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 Notes to the Parent Company Financial Statements (FAS) . . . . . . . . . . . . . . . . . . . . . 81 CAPMAN ANNUAL REPORT 2024 38 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 1.1.–31.12.2023 1,000 EUR Note 1.1.–31.12.2024 restated Continuing operations: Management fees 45,892 39,034 Sale of services 7,411 7,145 Carried interest 4,318 3,126 Turnover 2, 3 57,621 49,305 Other operating income 4 6 76 Employee benefit expenses 5 –33,330 –32,169 Depreciation, amortisation and impairment 6 –2,444 –1,393 Other operating expenses 7 –12,981 –10,899 Fair value gains/losses of investments 9 7,789 –6,115 Operating profit 16,660 –1,196 Financial income and expenses 10 –4,324 –696 Result before taxes (Continuing operations) 12,336 –1,892 Income taxes 11 –2,952 607 Profit for the financial year (Continuing operations) 9,385 –1,285 Group Statement of Comprehensive Income (IFRS) The Notes are an integral part of the Financial Statements . 1.1.–31.12.2023 1,000 EUR Note 1.1.–31.12.2024 restated Discontinued operations: Result after taxes from discontinued operations 13 64,081 4,677 Result for the period 73,466 3,392 Other comprehensive income: Items that may be subsequently reclassified to profit or loss Translation difference –84 11 Total comprehensive income 73,382 3,403 Profit attributable to: Equity holders of the Company 68,573 1,346 Non-controlling interest 4,893 2,047 Total comprehensive income attributable to: Equity holders of the Company 68,489 1,356 Non-controlling interest 4,893 2,047 Earnings per share for profit attributable to the equity holders of the Company: Earnings per share (basic), cents 12 39 .5 0 .8 Earnings per share (diluted), cents 12 39 .3 0 .8 Earnings per share from continuing operations for profit attributable to the equity holders of the Company: Earnings per share, cents 2 .8 –1 .9 Diluted, cents 2 .8 –1 .9 CAPMAN ANNUAL REPORT 2024 39 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Group Balance Sheet (IFRS) The Notes are an integral part of the Financial Statements . 1,000 EUR Note 31.12.2024 31.12.2023 ASSETS Non-current assets Tangible assets 15 2,931 4,142 Goodwill 16 30,135 7,886 Other intangible assets 17 12,388 10 Investments at fair value through profit and loss 18 Investments in funds 167,221 158,907 Other financial assets 571 508 Receivables 19 7,052 6,525 Deferred tax assets 20 1,733 1,896 222,031 179,874 Current assets Trade and other receivables 21 27,360 20,382 Financial assets at fair value through profit or loss 22 3,790 275 Cash and bank 23 90,142 41,017 121,292 61,674 Total assets 343,322 241,547 1,000 EUR Note 31.12.2024 31.12.2023 EQUITY AND LIABILITIES Equity attributable to the Company’s equity holders 24 Share capital 35,198 772 Share premium account 38,968 38,968 Other reserves 21,114 21,114 Translation difference –653 –570 Retained earnings 104,166 52,914 Total equity attributable to the Company’s equity holders 198,793 113,197 Non-controlling interests 3,775 1,928 Total equity 202,568 115,125 Non-current liabilities Deferred tax liabilities 20 8,536 5,991 Interest-bearing loans and borrowings 25 101,262 92,470 Other non-current liabilities 26 547 484 110,345 98,945 Current liabilities Trade and other payables 27 19,378 24,155 Interest-bearing loans and borrowings 28 1,271 1,386 Current income tax liabilities 9,760 1,936 30,409 27,477 Total liabilities 140,754 126,422 Total equity and liabilities 343,322 241,547 CAPMAN ANNUAL REPORT 2024 40 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Attributable to the equity holders of the Company Share premium Translation Non-controlling 1,000 EUR Note Share capital account Other reserves difference Retained earnings Total interests Equity on 1 January 2023 24 772 38,968 35,425 –582 65,473 140,056 2,088 Profit for the year 1,346 1,346 2,047 Other comprehensive income for the year Currency translation differences 11 11 Total comprehensive income for the year 11 1,346 1,357 2,047 Performance Share Plan –1,148 –1,148 Dividends and return of capital –14,312 –12,819 –27,131 –2043 Transactions with non-controlling interests 62 62 –163 Equity on 31 December 2023 24 772 38,968 21,114 –570 52,914 113,197 1,928 Profit for the year 68,573 68,573 4,893 Other comprehensive income for the year Currency translation differences –84 –84 Total comprehensive income for the year –84 68,573 68,488 4,893 Directed share issue related to business combination 14 34,427 34,427 62 Performance Share Plan 25 25 Dividends and return of capital –18,016 –18,016 –3,986 Transactions with non-controlling interests 672 672 878 Other changes 2 –2 0 Equity on 31 December 2024 24 35,198 38,968 21,114 –653 104,166 198,793 3,775 The Notes are an integral part of the Financial Statements . Group Statement of Changes in Equity (IFRS) CAPMAN ANNUAL REPORT 2024 41 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Group Cash Flow Statement (IFRS) 1,000 EUR Note 1.1.–31.12.2024 1.1.–31.12.2023 Cash flow from operations Profit for the financial year 73,466 3,392 Adjustments on cash flow statement 8 –54,595 9,666 Change in working capital: Change in current non-interest-bearing receivables –4,505 6,319 Change in current trade payables and other non-interest-bearing liabilities –3,130 –263 Interest paid –3,661 –4,373 Taxes paid –4,391 –2,658 Cash flow from operating activities 3,185 12,084 Cash flow from investing activities Acquisition of subsidiaries 1,695 –207 Proceeds from sale of subsidiaries 59,068 4,202 Investments in tangible and intangible assets –47 –26 Investments at fair value through profit and loss –2,241 172 Long-term loan receivables granted –1,492 –1,522 Receivables from long-term receivables 1,084 47 Interest received 1,425 786 Cash flow from investing activities 59,492 3,452 The Notes are an integral part of the Financial Statements . 1,000 EUR Note 1.1.–31.12.2024 1.1.–31.12.2023 Cash flow from financing activities Proceeds from borrowings 29 59,668 11 Repayment of long-term loan 29 –50,102 0 Payment of lease liabilities –1,267 –1,165 Dividends paid and return of capital –22,004 –29,194 Cash flow from other financing items 0 31 Cash flow from financing activities –13,705 –30,317 Change in cash and cash equivalents 48,972 –14,782 Cash and cash equivalents at start of year 41,017 55,944 Translation difference 153 –146 Cash and cash equivalents at end of year 23 90,142 41,017 CAPMAN ANNUAL REPORT 2024 42 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Group information CapMan’s business comprise of private equity fund management and advisory services, as well as investment business. In the Management Company Business, the funds managed by CapMan make investments in Nordic companies and in real estate and infrastructure assets in the Nordic countries. The Management Company Business also includes the wealth services offered to smaller investors. At the moment, CapMan does not have active continuing businesses in the Service Business. Through its investment business, CapMan invests in the private equity asset class, mainly in its own funds, but also selectively in funds managed by external fund managers. The parent company of the Group is CapMan Plc and is domiciled in Helsinki, with a registered office address at Ludviginkatu 6, 00130 Helsinki, Finland. The Consolidated Financial Statements may be viewed online at www.capman.com, or a hard copy is available from the office of the parent company. The Consolidated Financial Statements for 2024 have been approved for publication by CapMan Plc’s Board of Directors on February 12, 2025. Pursuant to the Finnish Companies Act, shareholders may adopt or reject the financial statements and make decisions on amendments to them at the Annual General Meeting. 1. Accounting policies Basis of preparation The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) in force at December 31, 2024 as adopted by the European Union. International Financial Reporting Standards, referred to in the Finnish Accounting Act and in ordinances issued based on the provisions of this Act, are standards and their interpretations adopted in accordance with the procedure laid down in regulation (EC) No 1606/2002 of the European Parliament and of the Council. The notes to the consolidated financial statements have been prepared in accordance with the Finnish accounting standards as and where they supplement IFRS requirements. The preparation of financial statements in conformity with IFRS requires the Group’s management to make estimates and assumptions when applying CapMan’s accounting principles, and these are presented in more detail under ’Use of estimates’. The Consolidated Financial Statements have been prepared under the historical cost convention, except for financial assets and liabilities valued at fair value through profit or loss. The infor- mation in the Consolidated Financial Statements is presented in thousands of euros. Figures in the accounts have been rounded and consequently the sum of individual figures can deviate from the presented sum figure . New and amended standards and interpretations applied in financial year ended The Group has applied the following amended standards and interpretations that have come into effect as of January 1, 2024. • Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures, which introduced disclosure requirements about a company’s supplier finance arrangements. • Amendments to IAS 1 Presentation of Financial Statements, which specify how a company is to determine, in the statement of financial position, debt and other liabilities with an uncertain settlement date. • Amendments to IFRS 16 Leases, which specify how the seller-lessee subsequently measures sale and leaseback transactions. The above mentioned amendments had no material impact on the consolidated financial statements. Adoption of new and amended standards and interpretations applicable in future financial years The Group has not yet adopted the new and amended standards and interpretations already issued by the IASB, such as IFRS 18 Presentation and Disclosure in Financial Statements. The Group will adopt them as of the effective date or, if the date is other than the first day of the financial year, from the beginning of the subsequent financial year. The Group expects IFRS 18 to have a limited impact on the structure and subtotals of the consolidated income statement and disclosures given with regards to management- defined performance measures, but does not expect other amendments or new standards to have a material impact on the Group’s financial statements. Consolidation principles As CapMan has determined it meets the definition of an investment entity, its subsidiaries are classified either as operating subsidiaries, that are considered to be an extension of the Parent’s operations, and as such, they are consolidated or investment entity subsidiaries, that are fair valued through profit or loss. The types of subsidiaries and their treatment in CapMan’s consolidated accounts are as follows: • Subsidiaries that provide fund management services (fund managers) or manage direct investments are considered to be an extension of the Parent’s business and as such, they are consolidated; • Subsidiaries that provide fund management services (fund managers) and which also hold direct investments in the funds are consolidated and the investments in the funds are fair valued through profit or loss; • Subsidiaries that provide fund investment advisory services (advisors) are considered to be an extension of the Parent’s business and as such, they are consolidated; • Investment entity subsidiaries (CapMan Fund Investments SICAV-SIF), through which CapMan makes its own fund investments, are valued at fair value through profit or loss. Notes to the Consolidated Financial Statements CAPMAN ANNUAL REPORT 2024 43 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS or fund manager. The remuneration CapMan is entitled to is commensurate with the services it provides and corresponds to remuneration customarily present in arrangements for similar services on an arm’s length basis. CapMan’s direct investment (typically between of 1% to 5%) in the funds and thus the share of the variability of the returns compared with the other investors is relatively small. As an investor in the fund CapMan has no representation nor voting rights as it has been specifically excluded in the investment management mandate. Therefore, management has concluded that despite it from formal perspective exercises power over the funds by controlling the general partner of the fund, its actual operational ability is limited in the investment management mandate in a manner that the general partner is considers to act as an agent. Furthermore, CapMan’s exposure to variable returns from the fund and its power to affect the level of returns is very low for the reasons described above. Therefore, CapMan has determined that it does not have control over the funds under its management. Subsidiaries Subsidiaries are consolidated using the acquisition method. All intercompany transactions are eliminated in the Consolidated Financial Statements. Profit or loss, together with all other comprehensive income-related items, are booked to the owners of the parent company or owners not holding a controlling interest in the companies concerned. Non-controlling interests are presented in the Consolidated Balance Sheet under equity separately from equity attributable to the owners of the parent company. Subsidiaries and businesses acquired during the year are consolidated from the date on which the Group acquires a controlling interest, and in the case of companies and businesses divested by the Group during the financial year up to the date on which CapMan’s controlling interest expires. Associates An associated company is an entity in which the Group has significant influence but does not hold a controlling interest. This is generally defined as existing when the Group holds, either directly or indirectly, more than 20% of a company’s voting rights. Significant judgment applied by management in the preparation of the consolidated financial statements – investment entity basis CapMan qualifies as an investment entity as defined by IFRS 10, because the corner stone of its business purpose is to obtain capital from investors to its closed-end private equity funds and to provide investment management services to those funds to gain both capital appreciation and investment income. Direct invest- ments represent a relatively small part compared to total assets under management. CapMan obtains funds from many external investors for investment purposes. Documented exit strategies exist for each fund’s portfolio investments. Each fund’s portfolio investments and the real estate investments are fair valued and such fair value information is provided both to the fund investors on reporting date and also for CapMan’s internal management reporting purposes. In addition, management has assessed that the following characteristics further support investment entity categorization: CapMan holds several investments itself in the funds, investments in the funds are held by several investors, the investors are not related parties and the investments are held mostly in form of equity. Significant judgment applied by management in the preparation of the consolidated financial statements – control over funds One of the most significant judgments management made in preparing the Company’s consolidated financial statements is the determination that Company does not have control over the funds under its management. Control is presumed to exist when a parent has power over the investee, has exposure to variable returns from the fund and is able to use its power to affect the level of returns. CapMan manages the funds against management fee received from the investors on the basis of the investment management mandate negotiated with the investors and it also makes direct investments in the funds under its management. Accordingly, CapMan was required to determine, whether it is acting primarily as a principal or as an agent in exercising its power over the funds. In the investment management mandate the investors have set detailed instructions in all circumstances relating to the management of the fund limiting the actual influence of the general partner at very low. In general, having a qualified majority, investors have a right to replace the general partner and/ Associated companies have been consolidated in accordance with the equity method. Under this, the investment in an associated company is carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of the company’s net assets, less any impairment value. If the Group’s share of the loss incurred by an associated company exceeds the book value of its investment, the investment is booked at zero in the balance sheet, and losses exceeding book value are not combined unless the Group is committed to meeting the obligations of the company concerned. The Group’s share of the profit recorded by an associated company during the financial year in accordance with its holding in the company is presented as a separate item in the income statement after operating profit. Segment reporting Operating segments are reported in accordance with internal reporting presented to the chief operating decision maker. The latter is responsible for allocating resources to operating segments and evaluating their performance and is defined as the Group’s Management Group, which is responsible for taking strategic decisions affecting CapMan. Translation differences The result and financial position of each of the Group’s business units are measured in the currency of the primary economic environment for that unit (’functional currency’). The Consolidated Financial Statements are presented in euros, which is the functional and presentation currency of the Group’s parent company. Transactions in foreign currencies have been recorded in the parent company’s functional currency at the rates of exchange prevailing on the date of the transactions; in practice a reasonable approximation of the actual rate of exchange on the date of the transaction is often used. Foreign exchange differences for operating business items are recorded in the appropriate income statement account before operating profit and, for financial items, are recorded in financial income and expenses. The Group’s foreign currency items have not been hedged. CAPMAN ANNUAL REPORT 2024 44 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS In the consolidated financial statements, the income state- ments of subsidiaries that use a functional currency other than the euro are translated into euros using the average rates for the accounting period. Their balance sheets are translated using the closing rate on the balance sheet date. All resulting exchange differences are recognised in other comprehensive income. Translation differences caused by changes in exchange rates for the cumulative shareholders’ equity of foreign subsidiaries have been recognised in other comprehensive income. Tangible assets Tangible assets have been reported in the balance sheet at their acquisition value less depreciation according to plan. Assets are depreciated on a straight-line basis over their estimated useful lives. The estimated useful lives are as follows: Machinery and equipment 4–5 years Other long-term expenditure 4–5 years The residual values and useful lives of assets are reviewed on every balance sheet date and adjusted to reflect changes in the expected economic benefits where necessary. Tangible assets include right-of-use assets measured in accordance with IFRS 16, which are disclosed in the notes. More information on these items is included in chapter Leases of Accounting Policies . Intangible assets Goodwill Goodwill acquired in a business merger is booked as the sum paid for a holding, the holding held by owners with a non-controlling interest, and the holding previously owned that, when combined, exceeds the fair value of the net assets of the acquisition. Write-offs are not made against goodwill, and possible impairment of goodwill is tested annually. Goodwill is measured as the original acquisition cost less accumulated impairment. The goodwill acquired during a merger is booked against the units or groups of units responsible for generating the cash flow used for testing impairment. Every unit or group of units for which goodwill is booked represents the lowest level of the organisation at which goodwill is monitored internally for management purposes. Goodwill is monitored at operating segment level . Other intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets are recognised in the balance sheet only if the cost of the asset can be measured reliably and if it is probable that the future economic benefits attributable to the asset will flow to the Group. Agreements and trademarks acquired in business mergers are booked at fair value at the time of acquisition. As they have a limited life, they are booked in the balance sheet at acquisition cost minus accumulated write-offs. IT systems are expensed on the basis of the costs associated with acquiring and installing the software concerned. Depreciation is spread across the financial life of the relevant software licences. Impairment is tested whenever there is an indication that the book value of intangible assets may exceed the recoverable amount of these assets. The estimated useful lives are: Agreements and trademarks 5–10 years Other intangible assets 3–5 years Impairment of assets The Group reviews all assets for indications that their value may be impaired on each balance sheet date. If such indication is found to exist, the recoverable amount of the asset in question is estimated. The recoverable amount for goodwill is measured annually independent of indications of impairment. The need for impairment is assessed on the level of cash-gen- erating units, in other words at the smallest identifiable group of assets that is largely independent of other units and cash inflows from other assets. The recoverable amount is the fair value of an asset, less costs to sell or value in use. Value in use refers to the expected future net cash flow projections, which are discounted to the present value, received from the asset in question or the cash-generating unit. The discount rate used in measuring value in use is the rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment is recorded in the income statement as an expense. The recoverable amount for financial assets is either the fair value or the present value of expected future cash flows discounted by the initial effective interest rate. An impairment loss is recognised whenever the recoverable amount of an asset is below the carrying amount, and it is recognised in the income statement immediately. An impairment loss of a cash-generating unit is first allocated to reduce the carrying amount of any goodwill allocated to the cash-generating unit and then to reduce the carrying amounts of the other assets of the unit pro rata. An impairment loss is reversed if there is an indication that an impairment loss may have decreased and the carrying amount of the asset has changed from the recognition date of the impairment loss. The increased carrying amount due to reversal cannot exceed what the depreciated historical cost would have been if the impairment had not been recognised. Reversal of an impairment loss for goodwill is prohibited. The carrying amount of goodwill is reviewed for impairment annually or more frequently if there is an indication that goodwill may be impaired, due to events and circumstances that may increase the probability of impairment. Financial assets The Group’s financial assets have been classified into the following categories: 1) financial assets at fair value through profit or loss 2) financial assets at amortised cost Investments in equity instruments are always measured at fair value through profit or loss. Classification of debt instruments, such as trade and loan receivables, is based on the business model for managing and for the contractual cash flow characteristics of these financial assets. Debt instruments of the Management Company Business and Service Business are classified as financial assets at amortised cost, because they are held solely in order to collect contractual cash flows, which are solely payments of principal and interest. Liquid current debt instruments, such as investments to interest funds, made primarily for cash management purposes, are recognised at fair value through profit or loss. Non-current debt instruments included in the Investment Business are held for both selling purposes and collecting contractual cash flows (principal and interest), and the Group designates these assets as measured at CAPMAN ANNUAL REPORT 2024 45 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS fair value through profit or loss, in order to reduce inconsistency with regards to recognizing gains and losses of financial assets within the Investment Business, because the Group as an investment entity manages and monitors the performance of these investments based on fair values according to group’s investment strategy. Transaction costs are reported in the initial cost of financial assets, excluding items valued at fair value through profit or loss. All purchases and sales of financial instruments are recognised on the trade date. An asset is eligible for derecognition and removed from the balance sheet when the Group has transferred the contractual rights to receive the cash flows or when it has substantially transferred all of the risks and rewards of ownership of the asset outside the Group. Financial assets are classified as current if they have been acquired for trading purposes or fall due within 12 months. Financial assets at fair value through profit or loss Fair value through profit or loss class comprises of financial assets that are equity instruments or acquired as held for trading, in which case they can be either equity or debt instruments or derivative instruments. Debt instruments are also classified to this class, if they are held for both selling purposes and collecting contractual cash flows and which CapMan as an investment entity designates as financial assets at fair value through profit or loss at initial recognition in order to reduce inconsistency with regards to recognizing gains and losses of financial assets within the Investment Business. Fund investments and other investments in non-current assets are classified as financial assets at fair value through profit or loss and their fair value change is presented on the line item ”Fair value changes of investments” in the statement of compre- hensive income. Fair value information of the non-current fund investments is provided quarterly to Company’s management and to other investors in the investment funds management by CapMan. The valuation of CapMan’s funds’ investment is based on International Private Equity and Venture Capital Valuation Guidelines (IPEVG) and IFRS 13. Investments in listed shares, funds and interest-bearing securities as well as those derivative instruments that do not meet the hedge accounting criteria or for which hedge accounting is not applied in current assets are measured at fair value through profit or loss. Listed shares and derivative contracts in current assets are measured at fair value by the last trade price on active markets on the balance sheet date. The fair value of current investments in funds is determined as the funds’ net asset value at the balance sheet date. The fair value of current investments in interest-bearing securities is based on the last trade price on the balance sheet date or, in an illiquid market, on values determined by the counterparty. The change in fair value of current financial assets measured at fair value through profit or loss as well as dividend and interest income from short-term investments in listed shares and inter- est-bearing securities are presented on the line item ”Fair value changes of investments” in the statement of comprehensive income, except for derivative instruments, which are used for a fair value hedge purpose. In these cases, the effectively hedging component of the derivative instrument’s fair value change is recognised in the same line item as the hedged item’s change in the statement of comprehensive income, and the remainder of the derivative’s fair value change is recognised as a financing cost. CapMan uses derivative instruments, such as foreign currency forward contracts, to hedge against currency changes of foreign currency denominated trade receivables, but does not apply hedge accounting to these derivatives. In these cases, the change of fair value of the derivative instrument that offsets an equal change of the foreign currency denominated trade receivable, being the hedged item, is recognised on the same line item as the change of the hedge item, i.e. in turnover . Financial assets at amortised cost Financial assets at amortised cost mainly include non-in- terest-bearing trade receivables and interest-bearing loan receivables of the Management Company Business and Service Business. These financial assets are held solely in order to collect contractual cash flows, and whose payments are fixed or deter- minable and which are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period, which are classified as non-current assets. Expected credit loss of the trade receivables is evaluated by using the simplified approach allowed by IFRS 9, under which a provision matrix is maintained, based on the historical credit losses and forward-looking information regarding general economic indicators. In addition, materially overdue receivables are evaluated on a client basis . Expected credit losses of loan receivables is evaluated based on the general approach under IFRS 9. The group evaluates the credit risk of the borrowers by estimating the delay of the repayments and borrower’s future economic development. Depending on the estimated credit risk the group measures the loss allowance at an amount equal to 12-month expected credit losses or lifetime expected credit losses. Inputs used for the measurement of expected credit losses include, among others, available statistics on default risk based on credit risk rating grades and the historical credit losses the group has incurred. Credit risk of a loan receivable is assumed low on initial recog- nition in case the contractual payments of principal and interest are dependent on the cash proceeds the borrower receives from the underlying investments. In these cases, the borrower is considered to have a strong capacity to meet its contractual cash flow obligations in the near term. It is considered that there has been a significant increase in the credit risk, if the contractual payments have become more than 30 days past due, and a default event has occurred, if the payment is more than 90 days past due, unless resulting from an administrative oversight. Cash and cash equivalents Cash and short-term deposits in the balance sheet comprise cash in banks and in hand, as well as liquid short-term deposits such as investments to money market funds. Cash assets have a maximum maturity of three months . Non-current assets held for sale and discontinued operations Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale, if it is highly probable that they will be recovered primarily through sale rather than through continued use. The recognition criteria are regarded to be met when a sale is highly probable, the asset (or a disposal CAPMAN ANNUAL REPORT 2024 46 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS group) is available for immediate sale in its present condition subject only to terms that are usual and customary, the management is committed to the plan to sell the asset and the sale is expected to take place within one year from the date of classification. As from the classification date, a non-current asset (or a disposal group) held for sale is measured at the lower of its carrying amount and fair value less costs of disposal. Once classified as held for sale, intangible and tangible assets are no longer amortised nor depreciated. An operation is classified as discontinued, if it has been disposed of or is classified as held for sale, and represents a separate major line of business, which can be clearly distinguished and has been a cash-generating unit or a group of cash-generating units while being held for use. Discontinued operations are disclosed separately in the income statement and figures for comparison periods are restated accordingly . Dividend payment and repayment of capital Payment of dividends and repayment of capital is decided in the Annual General Meeting. The dividend payment and repayment of capital proposed to the Annual General Meeting by the Board of Directors is not subtracted from distributable funds until approved by the Annual General Meeting. Financial liabilities Financial liabilities largely consist of loans from financial institutions, leasing liabilities and derivate liabilities. Financial liabilities are initially recognised at fair value. Transaction costs are reported in the initial book value of the financial liability. Financial liabilities, except for derivative liabilities, are subse- quently carried at amortized cost using the effective interest method. Derivative liabilities are measured at fair value through profit or loss. Financial liabilities are reported in non-current and current liabilities. Leases Group’s lease agreements are mainly related to facilities, company cars and IT equipment. Group applies the exemptions allowed by the standard on lease contracts for which the lease term ends within 12 months as of the initial application, and lease contracts for which the underlying asset is of low value. Exemptions are applicable to some of the leased premises, such as office hotels, and to all laptops, printers and copying machines, among others. These lease payments are recognised as an expense in the income statement on a straight-line basis. Other lease agreements are recognised as right-of-use assets and lease liabilities in the balance sheet. These agreements include long-term lease agreements of facilities and company cars. Right-of-use assets are included in tangible assets and the related lease liabilities are included in non-current and current interest-bearing financial liabilities. CapMan Group does not act as a lessor . Provisions Provisions are recognised in the balance sheet when the Group has a current obligation (legal or constructive) as a result of a past event, and it is probable that an outflow will be required to settle the obligation and a reliable estimate of the outflow can be made. The Group’s provisions are evaluated on the closing date and are adjusted to match the best estimate of their size on the day in question. Changes are booked in the same entry in the income statement as the original provision. Employee benefits Pension obligations The defined contribution pension plan is a pension plan in accordance with the local regulations and practices of its business domiciles. Payments made to these plans are charged to the income statement in the financial period to which they relate. Pension cover has been arranged through insurance policies provided by external pension institutions. Share-based payments The fair value of the share-based long-term incentive plan is measured at the grant date based on the starting share price of the plan, its assumed development during the vesting period, forfeiture rate and estimated dividends to be paid during the vesting period. The fair value is expensed on a straight-line basis over the vesting period. The accumulated amount expensed is adjusted, should the forfeiture rate change or should shares allocated to the plan be sold during the vesting period. The fair value of stock options is assessed on the date they are granted and are expensed in equal instalments in the income statement over the vesting period of the rights concerned. An evaluation of how many options will generate an entitlement to shares is made at the end of every reporting period. Fair value is determined using the Black-Scholes pricing model. The terms of the stock option programs are presented in Note 31. Share- based payments. Revenue recognition Revenue from contracts with customers is recognised by first allocating the transaction price to performance obligations, and when the performance obligation is satisfied by transferring the control of the underlying service to the customer, the revenue related to this performance obligation is recognised. Performance obligation can be satisfied either at a point in time or over time. Management fees and service fees in the Management Company Business As a fund manager, CapMan receives management fees during a fund’s entire period of operations. Management fee is a variable consideration and is typically based on the fund’s original size during its investment period, which is usually five years. Thereafter the fee is typically based on the acquisition cost of the fund’s remaining portfolio. Annual management fees are usually 0.5–2.0% of a fund’s total commitments, depending whether the fund is a real estate fund, a mezzanine fund, or an equity fund. In the case of real estate funds, management fees are also paid on committed debt capital. The average management fee percentage paid by CapMan-managed funds is approx. 1%. Management fees paid by the funds are recognised as income over time, because the fund management service is the only performance obligation in the contract and it is satisfied over time . CAPMAN ANNUAL REPORT 2024 47 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Management company business also includes wealth management services to institutional clients, foundations, family offices and wealthy private clients. Fees from these services are recognised over time, when the service is provided and the control is transferred to the customer, except for success and transaction fees, which are recognised as income at a point in time, because the underlying performance obligation is satisfied and the control of the related service is transferred to the customer at a point in time. Fees in the Service Business CapMan’s Service Business does not any more include continuing active businesses. Procurement services provided by CapMan Procurement services (CaPS) were sold in 2024 and classified as discontinued operations. Until February 1, 2023, Service business also included JAY Solutions, which offered reporting and back office services to investors. Fee from these services are primarily recognised over time. Some of the contracts with customers related to the fundraising services earlier included in the Service Business includes a significant financing component. When determining the transaction price in these cases, the promised amount of consideration is adjusted for the effects of the time value of money and customer’s credit characteristics. Carried interest income Carried interest refers to the distribution of the profits of a successful private equity fund among fund investors and the fund manager responsible for the fund’s investment activities. In practice, carried interest means a share of a fund’s cash flow received by the fund manager after the fund has transferred to carry. The recipients of carried interest in the private equity industry are typically the investment professionals responsible for a fund’s investment activities. In CapMan’s case, carried interest is split between CapMan Plc and funds’ investment teams. CapMan applies a principle where funds transfer to carry and carried interest income are based on realised cash flows, not on a calculated and as yet unrealised return. As the level of carried interest income varies, depending on the timing of exits and the stage at which funds are in their life cycle, predicting future levels of carried interest is difficult. To transfer to carry, a fund must return its paid-in capital to investors and pay a preferential annual return on this. The preferential annual return is known as a hurdle rate, which is typically set between 7–10% IRR p.a. When a fund has transferred to carry, the remainder of its cash flows is distributed between investors and the fund manager. Investors typically receive 80% of the cash flows and the fund manager 20%. When a fund is generating carried interest, the fund manager receives carried interest income from all of the fund’s cash flows, even if an exit is made at below the original acquisition cost. Revenue from carried interest is recognised when a fund has transferred to carry and to the extent carried interest is based on realised cash flows and management has estimated it being highly probable that there is no risk of repayment of carried interest back to the fund. Carried interest is recognised when CapMan is entitled to it by the reporting date, a confirmation on the amount has been received and CapMan is relatively close to receiving it in cash. Potential repayment risk of carried interest to the funds (clawback) Potential repayment risk to the funds (clawback) is considered when assessing whether revenue recognition criteria have been fulfilled. Clawback risk relates to a situation when, in conjunction with the liquidation of a fund, it is recognised that the General Partner has received more carried interest than agreed in the fund agreement. These situations can occur, for example, if there are recallable distributions or if representations and warranties have been given by the vendor in the sale and purchase agreement when the fund is towards the end of its lifecycle. Potential repayment risk to the funds (clawback) is estimated by the management at each reporting date. The management judgment includes significant estimates relating to investment exit timing, exit probability and realisable fair value. The clawback risk is measured by using the expected value method, i.e. by calculating a probability weighted average of estimated alternative investment exit outcomes. The clawback is an adjustment to the related revenue recognised and is included in the current accrued liabilities in the consolidated balance sheet. Income taxes Tax expenses in the consolidated income statement comprise taxes on taxable income and changes in deferred taxes for the financial period. Taxes are booked in the income statement unless they relate to other areas of comprehensive income or directly to items booked as equity. In these cases, taxes are booked to either other comprehensive income or directly to equity. Taxes on taxable income for the financial period are calculated on the basis of the tax rate in force for the country in question. Taxes are adjusted on the basis of deferred income tax assets and liabilities from previous financial periods, if applicable. The Group’s taxes have been recognised during the financial year using the average expected tax rate. Deferred taxes are calculated on temporary differences between the carrying amount and the tax base. Deferred taxes have only been recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. The largest temporary differences arise from the valuation of investments at fair value. Deferred taxes are not recognised for non-tax deductible amorti- sation of goodwill. Deferred taxes have been measured at the statutory tax rates enacted by the balance sheet date and that are expected to apply when the related deferred tax is realised. Items affecting comparability and alternative performance measures CapMan uses alternative performance measures, such as adjusted operating profit (or ’comparable operating profit’, having the same meaning), to denote the financial performance of its business and to improve the comparability between different periods. Alternative performance measures, as such are presented, are derived from performance measures as reported in accordance with the IFRS by adding or deducting the items affecting comparability and they will be nominated as adjusted. Such alternative performance measures are, for example, adjusted operating profit, adjusted profit for the period, and adjusted earnings per share. In addition, CapMan discloses CAPMAN ANNUAL REPORT 2024 48 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS alternative performance measures that have been derived from the beforementioned adjusted performance measures by further adding or deducting some income statement items that have been adjusted to exclude possible items impacting comparability. This kind of alternative performance measure is fee profit, which is adjusted operating profit or loss deducted with carried interest and fair value changes of investments. Items affecting comparability are, among others, material items related to mergers and acquisitions, such as amortisation and impairment of intangible assets recognised in the purchase price allocation, or costs related to major development projects, such as reorganisation costs. Items impacting comparability include also material gains or losses related to the acquisition or disposals of business units, material gains or losses related to the acquisition or disposal of intangible assets, material expenses related to decisions by authorities and material gains or losses related to reassessment of potential repayment risk to the funds. Items affecting comparability and alternative key figures are presented under the Segment information in the Note 2. Use of estimates The preparation of the financial statements in conformity with IFRS standards requires Group management to make estimates and assumptions in applying CapMan’s accounting principles. These estimates and assumptions have an impact on the reported amounts of assets and liabilities and disclosure of contingent liabilities in the balance sheet of the financial state- ments and on the reported amounts of income and expenses during the reporting period. Estimates have a substantial impact on the Group’s operating result. Estimates and assumptions have been used in assessing the impairment of goodwill, the fair value of fund investments, the impairment testing of intangible and tangible assets, in determining useful economic lives and expected credit losses, and in reporting deferred taxes, among others. Valuation of fund investments The determination of the fair value of fund investments using the International Private Equity and Venture Capital Valuation 2. Segment information CapMan has three operating segments: the Management company business, Service business and Investments business. Segment information only includes continuing operations. In the Management Company business, CapMan manages private equity funds and offers wealth advisory services. Private equity funds are invested by its partnership-based investment teams. Investments are mainly Nordic unlisted companies, real estate and infrastructure assets. CapMan raises capital for the funds from Nordic and international investors. CapMan Wealth offer comprehensive wealth advisory services related to the listed and unlisted market to smaller investors, such as family offices, smaller institutions and high net worth individuals. Income from the Management company business is derived from fee income and carried interest received from funds. The fee income include management fees related to CapMan’s position as a fund management company, fees from other services closely related to fund management and fees from wealth advisory services. In the Service business, CapMan no more has continuing active businesses. Previously included procurement services (CaPS) have been classified as a discontinued operation and therefore removed from the segment information for the reporting and comparison periods. The remaining part of the Service business contains the discounting impact of long-term trade receivables stemming from the earlier advisory services that were offered to private equity investors. In the comparison year, until February 1, 2023, Service business also included JAY Solutions, which offered reporting and back office services to investors. Through its Investment business, CapMan invests from its own balance sheet in the private equity asset class and mainly to its own funds. Income in this business segment is generated by changes in the fair value of investments and realised returns following exits and periodic returns, such as interest and dividends. Other includes the corporate functions not allocated to operating segments. These functions include part of the activities of group accounting, corporate communications, group management and costs related to share-based payment. Other also includes the eliminations of the intersegment transactions. Guidelines (IPEVG) takes into account a range of factors, including the price at which an investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. These valuation methodologies involve a significant degree of management judgment. Because there is significant uncertainty in the valuation of, or in the stability of, the value of illiquid investments, the fair values of such investments as reflected in a fund’s net asset value do not necessarily reflect the prices that would actually be obtained when such investments are realised. Valuation of fund investments is described in more detail in the Note 33. Valuation of other investments The fair value of growth equity investments is determined quarterly by using valuation methods according to IPEVG and IFRS 13. The valuations are based on forecasted cash flows or peer group multiples. In estimating fair value of an investment, a method that is the most appropriate in light of the facts, nature and circumstances of the investment is applied. External valuations are made at least once a year to verify the fair values of growth equity investments. Goodwill impairment test Goodwill impairment test is performed annually. The most significant assumptions related to the recoverable amount are turnover growth, operating margin, discount rate and terminal growth rate. Turnover growth and operating margin estimates are based on the current cost structure and turnover generated by the current customer base. Turnover is expected to grow to the extent that can be reasonably supported by the current personnel and other resources. This means such additional turnover and costs included in the business plan that are related to future expansion – and expected to be mainly visible as new customers and increased headcount – have been removed from the cash flow forecasts when preparing the goodwill impairment test. Goodwill impairment test is described in more detail in the Note 16. CAPMAN ANNUAL REPORT 2024 49 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 2024 Management 2024 Management company Service Investment company Service Investment 1,000 EUR business business business Other Total 1,000 EUR business business business Other Total Continuing operations: Items impacting comparability: Fee income 52,443 266 593 53,303 Purchase price allocation Carried interest 4,318 4,318 amortisations 905 Turnover 56,761 266 593 57,621 Reorganisation costs 126 Turnover, internal Acquisition related expenses 1,083 Items impacting comparability, total 2,114 Comparable result for the year 11,498 Materials and services 0 0 0 Other operating income 5 1 6 Earnings per share, cents 2.8 Personnel expenses, of which –24,474 0 –584 –8,272 –33,330 Items impacting comparability, cents 1.2 Comparable earnings per share, cents 4.0 Salaries and bonuses –24,474 0 –584 –7,660 –32,718 Share-based payment –612 –612 Earnings per share, diluted, cents 2.8 Depreciation, amortisation and impairment –2,096 0 –12 –336 –2,444 Items impacting comparability, cents 1.2 Other operating expenses –7,696 0 –286 –4,999 –12,981 Comparable earnings per share, diluted, cents 4.0 Internal service fees –5,304 5,304 Fair value changes of investments 7,789 7,789 Fee profit: Operating profit 17,196 266 6,907 –7,708 16,660 Comparable operating profit 18,337 266 6,907 –6,473 19,037 Less: Items impacting comparability: Carried interest –4,318 –4,318 Purchase price allocation Fair value changes of investments –7,789 –7,789 amortisations 1,132 1,132 Fee profit 14,019 266 –882 –6,473 6,930 Reorganisation costs 10 147 157 Acquisition related expenses 1,088 1,088 turnover: Geographical distribution of Items impacting comparability, total 1,141 1,235 2,377 Finland 36,799 Comparable operating profit 18,337 266 6,907 –6,473 19,037 Other countries 20,821 Total 57,621 Financial items –4,324 Income taxes –2,952 Result for the year 9,385 CAPMAN ANNUAL REPORT 2024 50 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 2023 restated Management 2023 restated Management company Service Investment company Service Investment 1,000 EUR business business business Other Total 1,000 EUR business business business Other Total Continuing operations: Items impacting comparability: Fee income 45,108 547 524 46,179 Reorganisation costs 1179 Carried interest 3,126 3,126 Acquisition related expenses 566 Turnover 48,234 547 524 49,305 Items impacting comparability, total 1,744 Turnover, internal 3 44 –46 Comparable result for the year 460 Materials and services 0 0 Earnings per share, cents –1.9 Other operating income 57 19 76 Items impacting comparability, cents 1.1 Comparable earnings per share, cents –0.8 Personnel expenses, of which –23,548 –147 –346 –8,129 –32,169 Salaries and bonuses –23,548 –147 –346 –7,160 –31,199 Earnings per share, diluted, cents –1.9 Share-based payment 0 –970 –970 Items impacting comparability, cents 1.1 Depreciation, amortisation and Comparable earnings per share, impairment –1,048 –29 –14 –302 –1,393 diluted, cents –0.8 Other operating expenses –6,648 –174 –139 –3,938 –10,899 Internal service fees –4,781 –3 4,783 0 Fee profit: Fair value changes of investments –6,115 0 –6,115 Comparable operating profit (loss) 13,678 295 –6,614 –6,512 847 Less: Operating profit (loss) 12,212 295 –6,614 –7,089 –1,196 Carried interest –3,126 –3,126 Fair value changes of investments 6,115 0 6,115 Items impacting comparability: Fee profit (loss) 10,552 295 –499 –6,512 3,836 Reorganisation costs 1,466 12 1,478 Acquisition related expenses 566 566 turnover: Geographical distribution of Items impacting comparability, total 1,466 577 2,043 Finland 30,868 Comparable operating profit (loss) 13,678 295 –6,614 –6,512 847 Other countries 18,437 Total 49,305 Financial items –696 Income taxes 607 Result for the year –1,285 CAPMAN ANNUAL REPORT 2024 51 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 3. Turnover Revenue from contracts with customers include management fees, service fees and carried interest. Management company business revenue is primarily related to long-term contracts. Management fees are typically recorded over time, whereas service fees include both transaction fees recorded at a point in time and other service fees, such as fees from wealth and asset management services, recorded over time. Carried interest is recognised at a point in time. Revenue from the Service business is based on long-term contracts and includes solely fees recognised over time. Segment information disclosed in Note 2 provides more information on the businesses included in each reportable segment. The below table disaggregates the revenue into management fees, fees from services and carried interest, as well as timing of revenue recognition by reportable segment. 2024 Management company Service Investment 1,000 EUR business business business Other Total Management fees 45,892 45,892 Service fees 6,551 266 593 7,411 Carried interest 4,318 4,318 Revenue from customer contracts, external 56,761 266 593 57,621 Timing of Services transferred over time revenue recognition: 52,127 266 593 52,987 Services transferred at a point in time 4,634 4,634 Revenue from customer contracts, external 56,761 266 593 57,621 2023 restated Management company Service Investment 1,000 EUR business business business Other Total Management fees 39,034 39,034 Service fees 6,074 547 524 7,145 Carried interest 3,126 3,126 Revenue from customer contracts, external 48,234 547 524 49,305 Timing of Services transferred over time revenue recognition: 44,445 547 524 45,516 Services transferred at a point in time 3,788 3,788 Revenue from customer contracts, external 48,234 547 524 49,305 4. Other operating income 2024 2023 restated Other items 6 76 Total 6 76 CAPMAN ANNUAL REPORT 2024 52 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 5. Employee benefit expenses 1,000 EUR 2024 2023 restated Salaries and wages 27,979 26,462 Pension expenses – defined contribution plans 3,249 3,717 Share-based payments 612 970 Other personnel expenses 1,489 1,021 Total 33,330 32,169 Remuneration of the management is presented in Note 32. Related party disclosures. Cost for the share-based payments is based on the fair value of the instrument. The counter-entry to the expenses recognised in the income statement is in retained earnings, and thus has no effect on total equity. More information on the share-based payments is disclosed in Note 31. Average number of people employed 2024 2023 By country Finland 149 133 Sweden 27 28 Denmark 12 10 Norway 2 2 Luxembourg 3 3 United Kingdom 7 7 In total 200 183 By segment Management company business 137 119 Service business 10 13 Investment business and other 54 51 In total 200 183 6. Depreciation 1,000 EUR 2024 2023 restated Depreciation by asset type Intangible assets Other intangible assets 1158 86 Total 1,158 86 Tangible assets Machinery and equipment 76 87 Right-of-use assets, buildings (IFRS 16) 1,211 1,209 Right-of-use assets, machinery and equipment (IFRS 16) 0 11 Total 1,287 1,307 Total depreciation 2,444 1,393 Impairment by asset type Goodwill 0 0 Total impairments 0 0 7. Other operating expenses 1,000 EUR 2024 2023 restated Included in other operating expenses: Other personnel expenses 1,436 1,283 Office expenses 684 611 Travelling and entertainment 1,055 1,263 External services 6,784 5,894 Other operating expenses 3,024 1,848 Total 12,981 10,899 Short-term lease expense (IFRS 16) 145 96 Expense for leases of low-value assets (IFRS 16) 121 173 CAPMAN ANNUAL REPORT 2024 53 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Audit fees Ernst & Young chain of companies: 1,000 EUR 2024 2023 Audit fees 437 371 Tax advisory services 19 57 Other fees and services 92 33 Total 548 461 Non-audit services performed by Ernst & Young in 2024 were 111 thousand euros (2023: 90 thousand euros in total) and included 19 (57) thousand euros of tax advisory services and 19 (57) thousand euros of other fees and services in total. In 2024 audit fees included 27 thousand euros (2023: 28) fees related to discontinuing operations 8. Adjustments to cash flow statement and total cash outflow for leases 1,000 EUR 2024 2023 restated Personnel expenses 612 970 Depreciation, amortisation and write-downs 2,535 1,491 Fair value gains/losses of investments –7,789 6,115 Gain on sale of subsidiaries –64,025 0 Finance income and costs 4,330 687 Costs related to acquisitions and disposals 5,672 –71 Taxes 4,035 618 Other adjustments 35 –144 Total –54,595 9,666 Total cash outflow for leases (IFRS 16) –1,386 –1,333 9. Fair value gains/losses of investments 1,000 EUR 2024 2023 restated Investments at fair value through profit and loss Investments in funds 7,789 –6,115 Total 7,789 –6,115 10. Finance income and costs 1,000 EUR 2024 2023 restated Finance income Interest income from loan receivables 1,582 1,036 Exchange gains 161 17 Change in fair value of financial liabilities 0 3,122 Other financing income 187 Total 1,930 4,174 Finance costs Interest expenses for loans –5,213 –3,809 Change of expected credit losses –2 –68 Other interest and finance expenses –548 –571 Interest expense of lease liabilities (IFRS 16) –118 –168 Exchange losses –179 –254 Total –6,253 –4,870 CAPMAN ANNUAL REPORT 2024 54 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 11. Income taxes 1,000 EUR 2024 2023 restated Current income tax 3,280 1,840 Taxes for previous years –25 84 Deferred taxes Temporary differences –303 –2,531 Total 2,952 –607 Income tax reconcilliation 1,000 EUR 2024 2023 Profit before taxes 12,336 –1,892 Tax calculated at the domestic corporation tax rate of 20% 2,467 –378 Effect of different tax rates outside Finland 80 90 Tax exempt income –1,337 –1,217 Performance share plan 5 –230 Ohter non-deductible expenses 577 158 Unrecognized tax assets on tax losses and use of previously unrecognised tax losses 1,082 931 Taxes for previous years –24 83 Other differences 102 –44 Income taxes in the Group Income Statement 2,952 –607 2024 2023 restated Continuing and discontinued operations in total: Result for the financial year, (1,000 EUR) 73,466 3,392 Result attributable to the non-controlling interest, (1,000 EUR) –4,893 –2,047 Result attributable to the equity holders of Continuing operations: the Company, (1,000 EUR) 68,573 1,346 Result for the financial year from continuing operations, (1,000 EUR) 9,385 –1,285 Result attributable to the non-controlling interest from continuing operations, (1,000 EUR) –4,579 –1,707 Result attributable to the equity holders of operations, (1,000 EUR) the Company from continuing 4,806 –2,992 Weighted average number of shares (’000) 173,807 158,574 Treasury shares (’000) –26 –26 Weighted average number of shares (’000) 173,781 158,548 Effect of share-based incentive plans (’000) 599 1,184 Weighted average number of shares adjusted for the effect of dilution (’000) 174,380 159,731 Earnings per share attributable to the equity holders of the Company: Earnings per share (undiluted), cents 39.5 0.8 Earnings per share (diluted), cents 39.3 0.8 Earnings per share from continuing operations attributable to the equity holders of the Company: Earnings per share from continuing operations (undiluted), cents 2.8 –1.9 Earnings per share from continuing operations (diluted), cents 2.8 –1.9 12. Earnings per share Undiluted earnings per share is calculated by dividing the distributable retained profit for the financial year by the average share issue adjusted number of shares, excluding shares that have been purchased by the Company and are presented as the Company’s own shares. Undiluted earnings per share from continuing operations is calculated by dividing the distributable retained profit for the financial year from continuing operations by the average share issue adjusted number of shares, excluding shares that have been purchased by the Company and are presented as the Company’s own shares. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. CAPMAN ANNUAL REPORT 2024 55 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 13. Discontinued operations On October 4, 2024, CapMan Plc signed an agreement with Proxer Bidco Oy to sell its ownership (92.7%) in subsidiary CapMan Procurement Services (CaPS) Ltd (“CaPS”) together with subsidiary’s non-controlling interest (7.3%). The transaction was closed on October 31, 2024. Debt free purchase price was EUR 70 million, of which CapMan’s share is EUR 64.9 million, and in addition, CapMan is entitled to a maximum of EUR 4.6 million earn-out consideration, subject to CaPS reaching certain operating targets during 2025. CapMan has classified CaPS business as a discontinued operation in the income statement and restated the comparison periods’ income statement and segment information accordingly. Advisory expenses and success bonuses relating to the disposal of CaPS have been included in the net gain on disposal of the discontinued operations. CaPS comprised the majority of CapMan’s reporting segment Service Business, and after disposal there are no actively managed operations left in the Service Business. The remaining items in the Service Business turnover relate to income impact from discounted long-term trade receivables stemming from the former private equity advisory services. Below table summarises the income statement by line item from discontinued operations for the financial and comparison year: 1,000 EUR 2024 2023 Turnover, external 9,533 10,059 Other operating income 3 3 Operating expenses –4,388 –4,169 Operating profit 5,148 5,893 Financial income and expenses –7 9 Gain on sale from discontinued operations 60,025 Profit before taxes 65,166 5,902 Income taxes related to ordinary business –1,083 –1,225 related to disposal 0 Profit after taxes 64,083 4,677 less advisory and success fees Below table sets forth the share of cash flows attributable to discontinued operations: 1,000 EUR 2024 2023 Cash flow from operating activities 4,131 5,028 Cash flow from investing activities 59,039 0 Cash flow from financing activities –628 –295 14. Acquisitions On 21 December 2023, CapMan signed an agreement regarding the acquisition of all the shares of Dasos Capital Oy from the company’s current shareholders. The acquisition was completed on March 1, 2024, following the approvals by the Finnish Competition and Consumer Authority and the Finnish Financial Supervisory Authority as well as consents from certain investors of certain funds managed by Dasos. The purchase price was paid by executing a directed issue of 17,672,761 new CapMan shares to the owners of Dasos Capital Oy, representing approximately 10.0% ownership in CapMan, and by a cash consideration of EUR 3.0 million. Fair value of the issued shares amounted to EUR 34.4 million on the acquisition date, based on the closing price of EUR 1.948 per share, and was recognised in the share capital. Cash consider- ation was adjusted in Q3 2024 by EUR –0.2 million based on the final closing accounts. In addition, CapMan has committed to paying an additional earn-out consideration of a maximum EUR 5 million based on management fee turnover incurred in 2025 and 2026, payable when the management fees of the funds managed by Dasos exceed certain limits. The additional consideration will be paid later in 2026 and 2027 in CapMan’s shares. Dasos Capital Oy is a leading timberland and natural capital investment asset manager in Europe and a significant player globally. Dasos focuses on managing sustainable timberland investments, natural sites and forest carbon sinks, as well as developing value in Europe and emerging markets. The investors in the funds managed by Dasos are domestic and foreign institutions, mainly pension and insurance companies. The acquisition supports CapMan’s vision of becoming the most respon- sible private asset company in the Nordics and significantly promotes CapMan’s strategic objective to increase assets under management to EUR 10 billion during the ongoing strategy period. The goodwill arising from the acquisition is EUR 22.2 million and is mainly attributable to Dasos’ professional workforce, future customers and products, CapMan’s cross-selling opportunities, and synergies. As of the acquisition date, March 1, 2024, Dasos Capital has been consolidated into CapMan’s consolidated financial statements in full and reported as part of CapMan’s reportable segment Management Company Business. Consolidated income statement includes EUR 4.4 million of turnover and EUR 1.1 million of net profit from Dasos Capital as of March 1, 2024. Had Dasos Capital been consolidated from January 1, 2024, consolidated income statement from continuing operations would show combined turnover of EUR 58.4 million and combined net profit of EUR 9.6 million. The expenses arising from the acquisition, EUR 1.7 million, have been included in Other operating expenses of the consolidated income statement and allocated to Other segment and classified as items impacting comparability in the segment reporting. Thereof, EUR 1.1 million has been recorded in the current period and EUR 0.6 million in the previous year . CAPMAN ANNUAL REPORT 2024 56 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS The purchase price allocation is completed. The following table summarises the consideration, the fair value of identifiable assets acquired and liabilities assumed at the acquisition date, and the arising goodwill. 1,000 EUR Fair value Consideration Share consideration (17,672,761 x EUR 1.948) 34,427 Cash consideration 3,010 Total consideration 37,436 ASSETS Non-current assets Customer-related intangibles 13,278 Marketing-related intangibles 260 Machinery and equipment 3 Fund investments at fair value through profit and loss 3,301 16,841 Current assets Receivables and accruals 829 Cash and cash equivalents 10,532 11,361 Total assets 28,202 LIABILITIES Non-current liabilities Deferred tax liabilities 3,008 3,008 Current liabilities Trade payables and accruals 2,170 Current tax liabilities 7,779 9,949 Total liabilities 12,957 1,000 EUR Käypä arvo Non-controlling interest ("NCI") 58 Net assets (excl. goodwill) 15,187 Total consideration 37,436 Goodwill 22,249 measured at proportionate share of acquiree’s identifiable net assets The below table specificies the cash flow impact of the acquisition, reflected in cash flow from investing activities: 1,000 EUR Cash consideration –3,010 Transaction costs –1,654 Net cash acquired with the subsidiary 10,532 Acquisition of subsidiaries, net of cash 5,869 CAPMAN ANNUAL REPORT 2024 57 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 15. Tangible assets 1,000 EUR 2024 2023 Machinery and equipment Acquisition cost at 1 January 2,521 2,498 Acquisitions (see Note 14) 3 Additions 11 22 Translation difference –3 1 Acquisition cost at 31 December 2,532 2,521 Accumulated depreciation at 1 January –2,334 –2,246 Depreciation for the financial year –76 –87 Translation difference 2 –1 Accumulated depreciation at 31 December –2,408 –2,334 Book value on 31 December 124 187 Right-of-use assets Machinery and equipment (IFRS 16) Additions 0 0 Depreciations, continuing operations 0 –11 Book value on 31 December 0 0 Leased premises (IFRS 16) Additions 151 1,944 Depreciations, continuing operations –1,211 –1,209 Depreciations, discontinuing operations –87 –88 Book value on 31 December 2,785 3,932 Other tangible assets Acquisition cost at 1 January 23 23 Book value on 31 December 23 23 Tangible assets total 2,931 4,142 16. Goodwill 1,000 EUR 2024 2023 Acquisition cost at 1 January 20,581 20,581 Acquisitions (see Note 14) 22,249 0 Acquisition cost at 31 December 42,830 20,581 Accumulated impairment at 1 January –12,695 –12,695 Accumulated impairment at 31 December –12,695 –12,695 Book value on 31 December 30,135 7,886 Impairment test Goodwill is tested for impairment at least annually and has been allocated to the cash-generating units as follows: 1,000 EUR 2024 2023 CapMan Wealth 7,412 7,412 Natural Capital 22,249 Other 474 474 Total 30,135 7,886 CapMan Wealth Recoverable amount of CapMan Wealth (previously CapMan Wealth Services) is based on value- in-use using five-year discounted cash flow projections based on a business plan approved by the management. Future cash flows arising from additional turnover generated by increased personnel, and thus extending the operations and enhancing the performance, have been excluded from the cash flow projections applied in the impairment test. Cash flows for the period extending over the planning period are calculated using the terminal value method. Key assumptions applied in the impairment test are set forth in the table below: 2024 2023 Pre-tax discount rate 19.0% 16.8% Average turnover growth 14.3% 18.0% Average EBIT margin 21.7% 35.2% Terminal growth rate 2.0% 1.0% CAPMAN ANNUAL REPORT 2024 58 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Natural Capital Dasos Capital, which was acquired during the financial year (see Note 14), establishes a new cash-generating unit Natural Capital, onto which goodwill of EUR 22.2 million has been allocated. Recoverable amount of Natural Capital is based on value-in-use using five-year discounted cash flow projections based on a business plan approved by the management. Cash flows for the period extending over the planning period are calculated using the terminal value method. Key assumptions applied in the impairment test are set forth in the table below: 2024 2023 Pre-tax discount rate 15.6% – Average turnover growth 13.3% – Average EBIT margin 52.0% – Terminal growth rate 2.0% – Discount rate takes into account listed domestic and foreign asset and wealth managers as a benchmark group. Cost of equity includes risk premiums for Finland and company size. As a risk-free rate, a reference rate of Germany 10-year government bonds has been applied. Based on the impairment test, goodwill allocated to neither cash-generating unit was impaired, and recov- erable amounts of cash-generating units CapMan Wealth and Natural Capital exceed their carrying amounts by approximately EUR 2.5 million and EUR 1.5 million, respectively. Of key assumptions applied in CapMan Wealth’s impairment test, recoverable amount is most sensitive to changes in EBIT margin and turnover growth during the explicit forecasting period (5 years). Based on the sensitivity analysis, if average EBIT margin would be 7%-points lower, or alternatively, if turnover growth during the explicit forecasting period would be 10%-points lower per annum, recoverable amount would equal the carrying amount of the respective cash-generating unit. No reasonably possible change in any of the other key assumptions would lead to impairment. Of key assumptions applied in Natural Capital’s impairment test, recoverable amount is most sensitive to changes in discount rate, EBIT margin and terminal growth rate. Based on the sensitivity analysis, if discount rate would be 1.0%-points higher, average EBIT margin 2.3%-points lower, or alternatively, if terminal growth rate would be 0.7%-points lower, recoverable amount would equal the carrying amount of the respective cash-generating unit. No reasonably possible change in any of the other key assumptions would lead to impairment. CAPMAN ANNUAL REPORT 2024 59 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 17. Other intangible assets 1,000 EUR 2024 2023 Acquisition cost at 1 January 6,616 6,616 Acquisitions (see Note 14) 13,538 0 Additions 33 16 Transfers 0 0 Transfer to assets held for sale 0 –16 Acquisition cost at 31 December 20,187 6,616 Accumulated depreciation at 1 January –6,605 –6,516 Depreciation for the financial year –1,161 –96 Transfer to assets held for sale 0 7 Disposals –32 0 Accumulated depreciation at 31 December –7,798 –6,605 Book value on 31 December 12,388 10 Other intangible assets include customer- and marketing-related intangible assets received in conjunction with the acquisition of Dasos Capital (see Note 14). The useful life of customer- and marketing-related intangible assets is 10 and 5 years, respectively. They are thus amortised over 10 and 5 years, respectively . 18. Investments at fair value through profit or loss Investments in funds 1,000 EUR 2024 2023 Investments in funds at 1 January 158,907 169,063 Additions 19,017 18,097 Acquisitions (see Note 14) 3,301 0 Distributions –10,054 –17,615 Disposals –15,623 –3,975 Fair value gains/losses of investments 7,746 –5,926 Transfers 3,927 –737 Investments in funds at 31 December 167,221 158,907 Investments in funds by investment area at the end of period Buyout 31,467 28,314 Credit 5,917 6,048 Russia 0 589 Real Estate 39,262 40,449 Growth Equity 15,023 15,170 Infra 17,684 10,059 Special Situations 3,789 3,105 Natural Capital 2,917 Fund of funds 8,286 16,694 External Venture Capital funds 38,626 38,085 Other investment areas 4,250 394 Total 167,221 158,907 * Investments in funds include the subsidiary, CapMan Fund Investments SICAV-SIF, with a fair value of EUR 111.3 million. The fair value included EUR 4.0 million of cash. Other financial assets 2024 2023 Other investments at 1 January 508 434 Additions 42 46 Fair value gains/losses of investments 21 28 Other investments at 31 December 571 508 CAPMAN ANNUAL REPORT 2024 60 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 19. Receivables – Non-current 1,000 EUR 2024 2023 Trade receivables 3,426 4,134 Loan receivables 3,541 2,307 Other receivables 84 84 Accrued income 0 0 Total 7,052 6,525 Non-current trade receivables are related to previously offered fundraising and advisory services. Because of the significant financing component related to these receivables, the promised amount of consideration has been adjusted for the effects of the time value of money and the credit characteristics of the customer. However, no contract assets are related to these customer contracts, as the Group’s right to the amount of consideration is unconditional and subject only to the passage of time. Loan receivables primarily include loans granted to investment teams for co-investments. Allowance for expected credit losses of loan receivables is presented below separately for portion measured at an amount equal to 12-month and lifetime expected credit losses. As at December 31, 2024 and 2023, loss allowance measured at an amount equal to lifetime expected credit losses is fully related to credit-impaired loan receivables from entities controlled by the former or current investment teams, and granted for making co-investments in funds managed by CapMan. The most significant credit-impaired loan receivables are from entities controlled by the former CapMan Russia investment team. CapMan has determined these loan receivables being credit-impaired, because the underlying funds have filed for liquidation and it seems not probable that the loans and accrued interests would be repaid to CapMan in full. The other credit-impaired loan receivables are related to loans granted to making co-investments to such funds, whose carry potential is estimated to be low, and therefore, CapMan has determined it seems not probable that the borrowing entity would repay these loans and accrued interests in full. 1,000 EUR 2024 2023 Loan receivables, gross 5,190 3,909 Loss allowance, 12-month ECL –68 –22 Loss allowance, lifetime ECL –1,581 –1,581 Loan receivables, net 3,541 2,307 ECL = expected credit losses Other non-currrent receivables include primarily rental deposits . 20. Deferred tax assets and liabilities Changes in deferred taxes during 2024: Charged to Income Translation Charged in 1,000 EUR 31.12.2023 Statement difference equity 31.12.2024 Deferred tax assets Accrued differences 1,896 –163 0 0 1,733 Total 1,896 –163 0 0 1,733 Deferred tax liabilities Accrued differences 148 –246 –1 2,708 2,609 Unrealised fair value changes 5,843 –215 0 300 5,928 Total 5,991 –461 –1 3,008 8,537 Changes in deferred taxes during 2023: Charged to Income Translation Charged in 1,000 EUR 31.12.2022 Statement difference equity 31.12.2023 Deferred tax assets Accrued differences 1,790 106 0 0 1,896 Total 1,790 106 0 0 1,896 Deferred tax liabilities Accrued differences 1,261 –1,113 0 0 148 Unrealised fair value changes 7,157 –1,314 0 0 5,843 Total 8,418 –2,427 0 0 5,991 CAPMAN ANNUAL REPORT 2024 61 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 21. Trade and other receivables 1,000 EUR 2024 2023 Trade receivables 9,621 8,875 Loan receivables 254 815 Accrued income 1,783 1,839 Other receivables 15,702 8,853 Total 27,360 20,382 Loss allowance for the expected credit losses of trade receivables, based on a provision matrix, is presented below. 2024 2023 Trade receivables, gross 9,727 9,007 Loss allowance –106 –132 Trade receivables, net 9,621 8,875 Expected credit losses of other receivables measured at amortised cost is insignificant, and other receivables at amortised cost do not contain credit-impaired items. With regards to contracts with customers, the Group’s right to the amount of consideration is unconditional. Therefore, they are presented as receivables and no separate contract asset is presented. Loan receivables include mainly current loan receivables from related parties and other employees. Accrued income includes mainly prepayments. Other receivables mainly include unvoiced sale of services, costs to be re-invoiced, income tax receivables and receivables related to sold financial assets. Trade and other receivables by currency at end of year Amount in Trade and other receivables foreign currency Amount in euros Proportion EUR 26,770 78% USD 4,799 4,619 13% SEK 12,430 1,085 3% GBP 69 83 0% DKK 13,789 1,849 5% NOK 72 6 0% 22. Financial assets at fair value through profit or loss 1,000 EUR 2024 2023 Derivate assets 0 116 Interest rate funds 3,790 159 Total 3,790 275 Fair value of Foreign exchange forwards derivative instruments –77 116 Total –77 116 Nominal value of derivative instruments Foreign exchange forwards 4,484 5,320 Total 4,484 5,320 Financial assets at fair value through profit or loss include derivative assets and short-term investments made for cash management purposes in interest rate funds. CapMan uses short-term derivative instruments to hedge against currency changes in foreign currency denominated trade receivables. CapMan does not apply hedge accounting to derivative instruments and derivatives are initially measured at costs and thereafter to fair value at the end of the reporting period. Fair values of derivatives are based on market values or values derived from market values at the end of the reporting period (fair value hierarchy level 2). Translation difference incurred to foreign currency denominated trade receivables is recognised to turnover and that fair value change of the derivative instrument that is effectively hedging the underlying trade receivable, is recorded to turnover and the remainder of the derivative’s fair value change is recorded to financial expenses. In the comparison period, no derivative instruments were used . CAPMAN ANNUAL REPORT 2024 62 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 23. Cash and cash equivalents 1,000 EUR 2024 2023 Bank accounts 78,756 40,144 Money market funds 11,386 872 Total 90,142 41,017 Cash and cash equivalents include bank accounts and short-term investments made to money market funds for cash management purposes. At the end of the previous financial year, December 31, 2023, EUR 2.0 million of bank account balances was related to the launch of a new hotel real estate fund in 2019 and was not available for use by the group . 356,062 new shares without payment. In the previous financial year, in conjunction with the final reward payment of the performance share plan 2022–23, a total of 794,419 shares were issued in a directed share issue without payment. Furthermore, in the previous financial year, repaid capital was deducted from the unrestricted equity fund. Share-based incentive plans are presented in Note 31. Share-based payments. Translation difference The foreign currency translation reserve includes translation differences arising from currency conversion in the closing of the books for foreign units. Dividends paid and proposal for profit distribution and repayment of capital The Annual General Meeting, held on 27 March 2024, decided that a dividend of EUR 0.06 per share, totalling EUR 10.6 million, will be paid for the financial year 2023 in one instalment. The dividend was paid on April 9, 2024. The Annual General Meeting also authorised the Board of Directors to decide on an additional dividend in the maximum of EUR 0.04 per share. The Board of Directors resolved on the additional dividend on September 18, 2024, and the additional dividend of EUR 0.04 per share, totalling EUR 7.1 million, was paid on September 27, 2024 . As at December 31, 2024, CapMan Plc’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 balance sheet adopted for 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 end 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. Redemption obligation clause A shareholder whose share of the entire share capital or the voting rights of the Company reaches or exceeds 33.3% or 50% has, at the request of other shareholders, the obligation to redeem his or her shares and related securities in accordance with the Articles of Association of CapMan Plc. Ownership and voting rights agreements As at 31 December 2024 CapMan Plc had no knowledge of agreements or arrangements, related to the Company’s ownership and voting rights, that were apt to have substantial impact on the share value of CapMan Plc. 24. Share capital and shares Number of 1,000 B shares Total At 1 January 2023 158,029 158,029 Share-based incentive plan, directed share issue without payment 794 794 At 31 December 2023 158,823 158,823 Directed share issue related to business combination 17,673 17,673 Share-based incentive plan, directed share issue without payment 356 356 At 31 December 2024 176,852 176,852 Excluding treasury shares of 26,299. Share premium Other 1,000 EUR Share capital account reserves Total At 1 January 2023 772 38,968 35,425 75,165 Repayment of capital –14,311 –14,311 At 31 December 2023 772 38,968 21,114 60,854 Directed share issue related to business combination 34,427 34,427 At 31 December 2024 35,199 38,968 21,114 95,281 Other reserves During the financial year, part of the purchase price of the acquisition of Dasos Capital Oy was made by directed share issue, which increased the amount of shares and share capital. In addition, reward payment of the performance share plan 2022–25 resulted in a directed share issue of CAPMAN ANNUAL REPORT 2024 63 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 25. Interest-bearing loans and borrowings - 1,000 EUR 2024 2023 Senior bonds 99,607 89,750 Lease liabilities (IFRS 16) 1,655 2,720 Total 101,262 92,470 During the financial year, CapMan issued unsecured sustainability-linked notes in the aggregate principal amount of EUR 60 million. The notes will mature on June 10, 2029 and carry a fixed annual interest of 6.5%. In conjunction with this, CapMan redemeed the EUR 50 million notes issued in 2020. CapMan also has unsecured sustainability-linked notes in the aggregate principal amount of EUR 40 million issued in April 2022, which will mature on April 13, 2027 and carry a fixed annual interest of 4.5% paid annually. 26. Other non-current liabilities 1,000 EUR 2024 2023 Other liabilities 547 484 Total 547 484 Other liabilities are non-interest bearing and are related to pension obligations, which are defined contribution plans by nature . 27. Trade and other payables – Current 1,000 EUR 2024 2023 Trade payables 1,284 2,101 Advance payments received 83 761 Accrued expenses 16,208 14,178 Acquisition related liabilities 0 3,842 Derivative liabilities 77 0 Other liabilities 1,725 3,274 Total 19,378 24,155 The maturity of trade payables is normal terms of trade and don’t include overdue payments. Advance payments received are liabilities based on customer contracts. The most significant items in accrued expenses relate to accrued salaries and social benefit expenses. Acquisition related liabilities consists of a symmetric put and call option arrangement made with the non-controlling interest of a subsidiary, which is measured at fair value through profit or loss. The change of fair value is recorded as finance income or expense. In the previous year, this financial liability was included in other non-current liabilities. Trade and other liabilities by currency at end of year Amount in Trade and other liabilities foreign currency Amount in euros Proportion EUR 15,622 81% SEK 26,394 2,303 12% GBP 457 551 3% DKK 5,714 766 4% NOK 1,597 135 1% 28. Interest-bearing loans and borrowings – Current 1,000 EUR 2024 2023 Lease liabilities (IFRS 16) 1,271 1,323 Liabilities to non-controlling interests 0 63 Total 1,271 1,386 CAPMAN ANNUAL REPORT 2024 64 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 29. Financial assets and liabilities Financial assets Balance 1,000 EUR Note sheet value Fair value 2024 Investments at fair value through profit or loss Investments in funds 18 167,221 167,221 Other financial assets 18 571 571 Loan receivables 19 3,795 3,795 Trade and other receivables 19, 21 30,616 30,616 Financial assets at fair value 22 3,790 3,790 Cash and bank 23 90,142 90,142 Total 296,135 296,135 Other financial assets consists of financial assets that are specifically classified as investments at fair value through profit and loss Financial assets 1,000 EUR 2023 Investments at fair value through profit or loss Investments in funds 18 158,907 158,907 Other financial assets 18 508 508 Loan receivables 19 3,122 3,122 Trade and other receivables 19, 21 23,785 23,785 Financial assets at fair value 22 275 275 Cash and bank 23 41,017 41,017 Total 227,614 227,614 Other financial assets consists of financial assets that are specifically classified as investments at fair value through profit and loss Financial liabilities Balance 1,000 EUR Note sheet value Fair value 2024 Non-current liabilities 25 101,262 101,262 Non-current operative liabilities 26 547 547 Trade and other liabilities 27 19,378 19,378 Current liabilities 28 1,271 1,271 Total 122,458 122,458 Financial liabilities 1,000 EUR 2023 Non-current liabilities 25 92,470 92,470 Non-current operative liabilities 26 484 484 Trade and other liabilities 27 24,154 24,154 Current liabilities 28 1,386 1,386 Total 118,494 118,494 Net debt Net debt 2024 2023 Cash and cash equivalents 90,142 41,017 Borrowings – repayable within one year –1,271 –1,386 Borrowings – repayable after one year –101,262 –92,470 Net debt –12,391 –52,839 Cash and cash equivalents 90,142 41,017 Gross debt – variable interest rates –2,926 –4,106 Gross debt – fixed interest rates –99,607 –89,750 Net debt –12,391 –52,839 CAPMAN ANNUAL REPORT 2024 65 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Changes in liabilities arising from financing activities January 1, Other December 1,000 EUR 2024 Cash flows changes 31, 2024 2024 Non-current loans and borrowings 89,750 9,566 291 99,607 Non-current lease liabilities 2,720 –1,216 151 1,655 Current loans and borrowings 63 0 –63 0 Current lease liabilities 1,323 –52 0 1,271 Total 93,856 8,299 379 102,533 January 1, Other December 1,000 EUR 2023 Cash flows changes 31, 2023 2023 Non-current loans and borrowings 89,650 0 100 89,750 Non-current lease liabilities 2,204 –1,159 1,675 2,720 Current loans and borrowings 52 11 63 Current lease liabilities 1,060 –5 268 1,323 Total 92,966 –1,154 2,044 93,856 30. Commitments and contingent liabilities Securities and other contingent liabilities 1,000 EUR 2024 2023 Contingencies for own commitment Business mortgage 60,000 60,000 Other contingent liabilities 1,132 1,239 Remaining commitments to funds by investment area Buyout 14,886 17,942 Credit 2,527 3,127 Russia 1,066 1,066 Real Estate 6,432 5,916 Other investment areas 1,489 1,489 Funds of funds 245 245 Growth Equity 10,569 19,243 Infra 8,230 10,151 Special Situations 3,462 4,507 Natural Capital 43 CapMan Wealth Services funds 16,031 15,511 External private equity funds 265 3,703 External Veture Capital funds 1,583 2,290 Total 66,829 85,190 CAPMAN ANNUAL REPORT 2024 66 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 31. Share-based payments As at the balance sheet date, CapMan has one investment based long-term share-based incentive plan “Share plan 2022–25” in force. The program “Share plan 2020–23” ended and the rewards were paid during the previous year. Share-based incentive plans are used to commit key individuals and executives to the company and reinforce the alignment of interests of key individuals and executives and CapMan shareholders. In the investment based long-term share-based incentive plan the participants are committed to shareholder value creation by investing a significant amount into the CapMan Plc share. The investment-based long-term incentive plan 2022–25 includes three performance periods. The performance period commenced on 1 April 2022 and ends on 31 March 2023, 2024 and 2025, respectively. The participants may earn a performance-based reward from each of the performance periods and a matching reward from the 2022–2025 period. The rewards from the plan will be paid in 2024, 2025 and 2026. In 2024, rewards from performance period 1 April 2022 – 31 March 2023 were paid, which resulted in 356,062 shares granted and a cash component to cover withholding tax consequences. The value of these two totalled EUR 1.2 million. The aim of the plan is to align remuneration with CapMan’s sustainability agenda, to retain the plan participants in the company’s service, and to offer them a competitive reward plan based on owning, earning and accumulating the company’s shares. The prerequisite for receiving reward on the basis of the plan is that a participant acquires company’s shares or allocates previously owned company’s shares up to the number determined by the Board of Directors. The performance-based reward from the plan is based on the company share’s Total Shareholder Return (TSR) and on a participant’s employment or service upon reward payment. The plan is equity-settled by nature and while the participants earn a certain gross amount of reward shares, it can be partially paid in cash to cover the withholding tax consequences. The Board shall resolve whether new Shares or existing Shares held by the Company are given as reward. The target group of the Plan consists of 22 persons, including the members of the Management Group. The fair value of the investment-based incentive plans has been measured at the grant date and is expensed on a straight-line basis over the vesting period. The fair value has been calculated by applying a Monte-Carlo simulation, where the model inputs have included share price at the grant date, expected annualised volatility over the tenure of the program, risk-free interest rate, expected dividends and expected share rewards to be granted on different target share price levels. The model simulates share price development during the performance period and the resulting share rewards to be granted after reaching the share price levels defined in the conditions of the plan. In addition, lack of marketability due to the lock-up period as well as forfeiture rate have been incorporated into the measurement of the fair value as decreasing factors. The total expense recognised for the period arising from share-based payment transactions amounted to EUR 0.6 million (EUR 1.0 million). There were no liabilities arising from share-based payment transactions. As at the balance sheet date, based on the closing price of CapMan’s share, it is estimated that for the Share plan 2022–25, the shares to be withheld and paid in cash to cover withholding tax liabilities will amount to EUR 0.3 million. Key information on the investment-based incentive plans is presented in the below table. Share plan Investment-based incentive plans 2022–2025 Grant date 13.4.2022 Vesting period starts 13.4.2022 13.4.2024, 13.4.2025 and Vesting period ends 13.4.2026 Grant date share price, EUR 2.420 Share price at the end of the period, EUR 1.714 Expected annualised volatility 26% Assumed risk-free interest rate 1.0% Present value of the expected dividends, EUR 0.63 Forfeiture rate assumption 0% Increase in fair value of share premiums granted during the period –0.2 Fair value of the plan, EUR million 2.8 Expense recorded during the financial year, EUR million 0.6 Cumulative expense recorded for the plan, EUR million 2.2 Future cash payment related to withholding taxes, EUR million –0.3 Number of participants in the plan at the balance sheet date 21 Share plan Changes in the number of share rewards during the period 2022–2025 Outstanding in the beginning of the period 1.1.2024 3,795,420 Granted 85,000 Forfeited 408,121 Exercised 642,298 Expired 0 Exercised at the end of the period 31.12.2024 737,230 Outstanding at the end of the period 31.12.2024 2,830,000 CAPMAN ANNUAL REPORT 2024 67 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 32. Related party disclosures Group Parent company Group Parent company ownership of ownership of ownership of ownership of Group companies shares, % shares, % Group companies shares, % shares, % CapMan Plc, parent company Finland CapMan Growth Equity 2017 GP Oy Finland 100% 100% CapMan Capital Management Oy Finland 100% 100% CapMan Nordic Infrastructure Manager S.á.r.l. Luxembourg 100% 100% CapMan Sweden AB Sweden 100% 100% CapMan Infra Lynx GP Oy Finland 60% CapMan AB Sweden 100% 100% CapMan Buyout XI GP S.á.r.l Luxembourg 100% 100% CapMan (Guernsey) Limited Guernsey 100% 100% CapMan AIFM Oy Finland 100% 100% CapMan (Guernsey) Buyout VIII GP Limited Guernsey 100% 100% Nest Capital III GP Oy Finland 100% 100% CapMan (Sweden) Buyout VIII GP AB Sweden 100% 100% CapMan Buyout Management Oy Finland 100% 100% CapMan Classic GP Oy Finland 100% 100% CapMan Hotels II Holding GP Oy Finland 100% 100% CapMan Real Estate Oy Finland 100% 100% CapMan Wealth Oy Finland 60% 60% Dividum Oy Finland 100% 100% CapMan Growth Equity II GP Oy Finland 100% 100% RG Invest Oy Finland 100% 100% CapMan Special Situations GP Oy Finland 100% 100% CapMan RE II GP Oy Finland 100% 100% CapMan Special Situations Oy Finland 65% 65% CapMan Private Equity Advisors Limited Cyprus 100% 100% CM III Feeder GP S.á.r.l. Luxembourg 100% 100% RG Growth (Guernsey) GP Ltd Guernsey 100% 100% Maneq 2010 AB Sweden 86% 86% CapMan (Guernsey) Investment Limited Guernsey 100% 100% Maneq 2005 AB Sweden 100% 100% CapMan (Guernsey) Buyout IX GP Limited Guernsey 100% 100% CapMan Residential Manager SA Luxembourg 60% 60% CapMan Fund Investments SICAV-SIF Luxembourg 100% 100% CMRF Feeder GP S.á.r.l. Luxembourg 60% CapMan (Guernsey) Buyout X GP Limited Guernsey 100% 100% CMRF Advisors Oy Finland 60% 60% RG Growth (Guernsey) II GP Ltd Guernsey 100% 100% Nest Capital IV GP Oy Finland 100% 100% Maneq 2012 AB Sweden 100% 100% CMH II Feeder GP Sarl Luxemburg 100% 100% CapMan Nordic Real Estate Manager S.A. Luxembourg 100% 100% CapMan Nordic Infrastructure II Manager S.á.r.l. Luxemburg 100% 100% CapMan Buyout X GP Oy Finland 100% 100% CMNPI GP II Sarl Luxemburg 100% 100% CapMan Endowment GP Oy Finland 100% 100% CapMan Growth Equity III GP Oy Finland 100% 100% CapMan Real Estate UK Limited United Kingdom 100% CapMan Growth Management Oy Finland 65% 65% Nest Capital 2015 GP Oy Finland 100% 100% Dasos Capital Oy Finland 100% 100% Kokoelmakeskus GP Oy Finland 100% 100% Dasos Habitat Foundation Oy Finland 100% CapMan Growth Equity Oy Finland 100% 100% Dasos Climate-Smart Real Estate Oy Finland 100% CapMan Real Estate Manager S.A. Luxembourg 100% 100% Dasos Foraois Management Ltd. Ireland 100% CapMan Infra Management Oy Finland 60% 60% Dasos FS Management S.a.r.l. Luxemburg 100% CapMan Infra Lux Management S.á.r.l. Luxembourg 60% Dasos LT Management S.a.r.l. Luxemburg 100% CAPMAN ANNUAL REPORT 2024 68 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Group Parent company ownership of ownership of Group companies shares, % shares, % Dasos S.A. Luxemburg 93% Dasos II S.A. Luxemburg 100% Profor Investments S.a.r.l. Luxemburg 67% CapMan Nordic Real Estate IV Manager Sarl Luxemburg 100% 100% Group ownership of Group companies shares, % Foreign branches CapMan Real Estate Denmark, filial av CapMan AB, Sverige Denmark 100% CapMan Real Estate Oy, filial i Norge Norway 100% CapMan Buyout Management Oy, filial i Sverige Sweden 100% CapMan Infra Management Oy, filial i Sverige Sweden 60% Transactions with related parties In the financial year, CapMan granted a long-term loan of EUR 747 thousand and a short-term loan of EUR 170 thousand with a fixed interest rate to Noelia Invest AB, a controlled entity of Mika Koskinen, member of the Management Group. Noelia Invest AB used the loans to subscribe shares issued by CapMan Wealth Services Oy, a subsidiary of CapMan Plc. Furthermore, CapMan sold a share of its interest in CWS Investment Partners Fund III to Noelia Invest AB. The purchase price was EUR 30 thousand and the transaction also included transferring a total of USD 300 thousand of investment commitments to the aforementioned fund from CapMan to Noelia Invest AB. In the previous year, CapMan recorded fees, totalling approximately EUR 7 thousand, for financial and legal services to Momea Invest Oy, a controlled entity of Olli Liitola, member of the Board of Directors of CapMan Plc. Loan and interest receivables from related parties 1,000 EUR 2024 2023 Non-current 817 242 Current 175 Commitments to related parties 1,000 EUR 2024 2023 Loan commitments 73 98 Management remuneration 1,000 EUR 2024 2023 CEO Pia Kåll Salaries and other short-term employee benefits 440 351 Pension costs 78 62 Additional pension costs 42 35 Share-based payments 144 181 Total 704 630 CEO Joakim Frimodig Salaries and other short-term employee benefits 130 Pension costs 23 Additional pension costs 13 Share-based payments –68 Total 98 Management group excl. CEO Salaries and other short-term employee benefits 2,945 2,886 Share-based payments 351 585 Total 3,295 3,472 CAPMAN ANNUAL REPORT 2024 69 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Remuneration and fees of the Board of Directors 1,000 EUR 2024 2023 Joakim Frimodig as of March 15, 2023 279 291 Andreas Tallberg until March 15, 2023 16 Johan Bygge 45 44 Mammu Kaario 56 55 Catarina Fagerholm 46 45 Olli Liitola 44 43 Johan Hammarén 43 42 Yhteensä 513 537 Management remuneration includes members of the board, CEO and management group. The CEO has a mutual notice period of six months and he will be entitled to a severance fee of 12 months’ salary, if his employment is terminated by the company. The CEO and some of the Management Group members are covered by additional defined contribution based pension insurance. The retirement age of the CEO is 63 years. The Management Group members, incl. CEO, have allocated a total of 860,000 shares (780,000 shares in 2023) to the investment-based long-term incentive plan 2022–25. The Management Group and other employees have similar terms in the investment-based long-term incentive plans (see Note 31). 33. Financial risk management The purpose of financial risk management is to ensure that the Group has adequate and effectively utilised financing as regards the nature and scope of the Group’s business. The objective is to minimise the impact of negative market development on the Group with consideration for cost efficiency. The financial risk management has been centralised and the Group’s CFO is responsible for financial risk management and control. The management constantly monitors cash flow forecasts and the Group’s liquidity position on behalf of all Group companies. In addition, the Group’s principles for liquidity management include rolling 12-month loan covenant assessments. The loan covenants are related to equity ratio and net gearing. During the financial year all the loan covenants have been fullfilled. The Group has a Risk and Valuation team, which monitors the performance and the price risk of the investment portfolio (financial assets measured at fair value through profit or loss) independently and objectively of the investment teams. The Risk and Valuation team is responsible for reviewing the monthly reporting and forecasts for portfolio companies. Valuation proposals are examined by the Risk and Valuation team and subsequently reviewed and decided by the Valuation Committee, which comprises at least Valuation Controller, Risk Manager and at least one CapMan AIF Manager’s Board of Directors. The portfolio company valuations are reviewed in the Valuation Committee on a quarterly basis. The valuations are back tested against realised exit valuations, and the results of such back testing are reported to the Audit Committee annually. a) Liquidity risk Cash inflow from operating activities consists of predictable management fees and fees from the Service Business, as well as transaction-based fees and carried interest income, which are more difficult to predict. Cash outflow from operating activities consists of payment of fixed costs, interests and taxes, which are relatively well predictable in the short term. Liquidity management is also significantly impacted by the timing of the capital calls to the funds and proceeds from fund investments, which is difficult to predict. Therefore, the Group maintains a sufficient liquidity in order to fulfill its commitments, which are more difficult to predict. Cash from financing activities consist of proceeds from and repayment of borrowings, and payment of dividends and return of capital. Management fees received from the funds and majority of fees from the Service Business are based on long-term agreements and are targeted to cover the operational expenses of the Group. Management fees and majority of fees from the Service Business are quite reliably predictable for the coming 12 months. However, part of of the fees from the Service Business are transaction-based and thus more difficult to forecast. The timing and receipt of carried interest generated by the funds is uncertain and will contribute to the volatility of the results. Changes in investment and exit activity levels may have a significant impact on cash flows of the Group. A single investment or exit may change the cash flow situation completely and the exact timing of the cash flow is difficult to predict. Group companies managing CAPMAN ANNUAL REPORT 2024 70 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS a fund may in certain circumstances, pursuant to the terms of the fund agreement, have to return carried interest income they have received (so-called clawback). The obligation to return carried interest income applies typically when, according to the final distribution of funds, the carried interest income received by the fund management company exceeds the carried interest it is entitled to when the fund expires. CapMan has no clawback liabilities recorded at the balance sheet date. CapMan has made commitments to the funds it manages. As at December 31, 2024, the undrawn commitments to the funds amounted to EUR 66.8 (85.2) million and the financing capacity available (cash available for use and third party financing facilities) amounted to EUR 114.2 (59.2) million. The cash available includes the cash of CapMan Fund Investments SICAV-SIF EUR 4.0 (0.1) million, which is reported in fund investments in the group balance sheet. During the financial year, CapMan issued unsecured sustainability-linked notes in the aggregate principal amount of EUR 60 million. The notes will mature on June 10, 2029 and carry a fixed annual interest of 6.5% paid annually. In conjunction with this, in June and December 2024, CapMan redemeed the EUR 50 million notes issued in 2020. CapMan also has unsecured sustain- ability-linked notes in the aggregate principal amount of EUR 40 million issued in April 2022, which will mature on April 13, 2027 and carry a fixed annual interest of 4.5% paid annually. The sustainability targets of this loan were achieved already in 2023, which means its interest rate will remain unchanged till maturity. The sustainability targets of the loan maturing on June 10, 2029, will be reviewed on December 31, 2027, which may result in an increase of its interest rate by a maximum of 1.25 pp for the remainder of the term. Both loan agreements include covenants tied to equity ratio. At the end of the financial year, CapMan has an unused long-term credit facility of EUR 20 million. CapMan has not used the credit facility during the financial year or the previous year. The long-term credit facility agreement includes a covenant related to net gearing. Maturity analysis Due between Due within 3 3 and 12 Due between Due between 31 December 2024, 1,000 EUR months months 1 and 3 years 3 and 5 years Due later Bonds 40,000 60,000 Accounts payable 1,284 Interests, bonds 5,700 10,103 5,610 Company acquisitions liabilities 0 Commitments to funds 326 17,132 1,209 7,452 40,709 Lease liabilities (IFRS 16) 299 836 1,790 Maturity analysis Due between Due within 3 3 and 12 Due between Due between 31 December 2024, 1,000 EUR months months 1 and 3 years 3 and 5 years Due later Bonds 50,000 40,000 Accounts payable 2,101 Interests, bonds 3,800 5,474 503 Company acquisitions liabilities 3,842 Commitments to funds 4,194 11,371 6,187 13,151 50,287 Lease liabilities (IFRS 16) 308 882 2,852 b) Interest rate risk At the end of the financial year, interest-bearing liabilities carry a fixed interest rate. Exposure to interest rate risk arises principally from the long-term credit facility of EUR 20 million with a floating interest rate. This facility was not used during the financial year or the previous year. The interest rate of the credit facility is the aggregate of the reference rate (Euribor) and the margin, which is dependent on the Group’s net gearing and is in the range of 1.75% to 2.70%. Interest rate is also tied to reaching sustainability targets, and the outcome of reaching these targets may decrease or increase the margin by maximum of 0.025 pp. The EUR 60 million bond issued in June 2024 has an annual coupon rate of 6.5% paid annually. The terms of the bond include sustainability-linked targets, and the outcome of reaching these will be reviewed on December 31, 2027. Failure to fulfill the agreed sustainability-linked targets could increase the interest rate by 1.25 pp, at maximum, for the remainder of the loan term. The sustainability-linked senior bond issued in April 2022 carry initially an annual coupon rate of 4.5% paid annually. As CapMan succeeded in fulfilling the sustainability-linked conditions, the interest rate will remain unchanged for the remainder of the loan term. Loans according to interest rate 1,000 EUR 2024 2023 Floating rate 0 0 Fixed rate 99,607 89,750 Total 99,607 89,750 c) Credit risk Group’s credit risks relate to trade, loan and other receivables recognised at amortised cost. The maximum credit loss of these receivables is the carrying amount of the receivable in question. There are no collaterals relating to the receivables. CapMan has some credit-impaired co-investment loan receivables from entities controlled by the former or current investment teams. Co-investment loans are determined to be credit-impaired, if the expected distributions from the underlying fund would CAPMAN ANNUAL REPORT 2024 71 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS not enable full repayment of the loan to CapMan. Events triggering an evaluation to determine, if a loan receivable is credit-impaired, are typically decreased or lost carry potential or decreased fair value of the underlying fund’s remaining investments or fund filing for liquidation. More information on the expected credit losses of receivables is presented in notes 19 and 21. Group’s loan commitments are related to co-investment loans granted to team entities, which they use in order to make co-investments to funds managed by the Group. Apart from credit-impaired loan receivables, credit risk of loan commitments is deemed low, when the repayment is subject to distributions received from the fund and the fund is capable of making distributions equaling or exceeding the needed cash for repaying the loans and accrued interests. d) Currency risk Changes in exchange rates, particularly between the US dollar and the euro, impact the company’s performance, since a part of group’s fund investments and non-current accounts receivables are in US dollar. Any strengthening/weakening of the dollar against the euro would improve/weaken the fair value gains or US dollar fund investments and revenue related to US dollar nominated account receivables. CapMan has started to hedge its US dollar nominated account receivables against changes in exchange rates as of December 2022. The group does not, however, apply hedge accounting to the derivative instruments used for hedging purposes. CapMan has subsidiaries outside of the Eurozone, and their equity is exposed to movements in foreign currency exchange rates. However, the Group does not hedge currency as the impact of exposure to currency movements on equity is relatively small. As at December 31, 2024, 91% of the Group’s financial assets were in euros, 7% in US dollars 1% in Swedish krona and 1% in other currencies. The following table presents the fair values of the foreign currency denominated financial assets. Financial assets denominated in foreign currencies, in euros Other 1,000 EUR SEK USD currencies Total 2024 2,195 21,052 2,484 25,731 2023 2,925 25,158 2,271 30,354 e) Capital management Group’s aim is to have an efficient capital structure that allows the company to manage its ongoing obligations and that the business has the prerequisites for operating normally. The Return on equity (ROE) and the Equity ratio are the means for monitoring capital structure. The long-term financial targets of the Group have been confirmed by the Board of Directors of CapMan Plc. The financial targets are based on growth, profitability and balance sheet. The combined growth objective for the Management Company and Service businesses is more than 15 per cent p.a. on average. The objective for return on equity is more than 20 per cent p.a. on average. CapMan’s equity ratio target is more than 50 per cent. The distribution policy was updated during the financial year by the Board of Directors of CapMan Plc. CapMan’s objective is to distribute at least 70 per cent of the Group’s profit attrib- utable 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 invest- ments. Previously, CapMan’s policy was to pay an annually increasing dividend to its shareholders. At the balance sheet date, CapMan has two unsecured senior bonds outstanding, EUR 40 million sustainability-linked unsecured bond maturing on April 13, 2027 and EUR 60 million sustainabili- ty-linked unsecured bond maturing on June 10, 2029. In addition, CapMan has a long-term credit facility of EUR 20 million available until June 17, 2027, which was not in use at the balance sheet date. The long-term credit facility agreement and senior bond agreeements include financial covenants related to both equity ratio and net gearing. 1,000 EUR 2024 2023 Interest-bearing loans 102,533 93,856 Cash and cash equivalents –90,142 –41,017 Net debt 12,391 52,839 Equity 202,568 115,125 Net gearing 6.1% 45.9% Return on equity 46.2% 2.6% Equity ratio 59.0% 47.8% f) Price risk of the investments in funds The investments in funds are valued using the International Private Equity and Venture Capital Valuation Guidelines. According to these guidelines, the fair values are generally derived by multi- plying key performance metrics of the investee company (e.g., EBITDA) by the relevant valuation multiple (e.g., price/equity ratio) observed for comparable publicly traded companies or transac- tions. Changes in valuation multiples can lead to significant changes in fair values depending on the leverage ratio of the investee company . CAPMAN ANNUAL REPORT 2024 72 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS g) Climate related risks The Group has assessed the impact of climate-related matters and whether climate related risks could be expected to result in material adjustments in the Group’s financial statements. The Group is committed to Science Based Targets and climate net zero target and has established short-term, mid-term and long-term sustainability targets for CapMan Group as well as for its investment areas. The Group’s largest assets consist of financial assets, and more precisely, of its own and external fund investments valued at fair value. Therefore, potential climate-related risks are primarily associated with CapMan’s own fund investments, managed by CapMan’s investment professionals, and with external fund investments. CapMan’s commitment to climate net zero, combined with the valuation process described earlier, can therefore be seen taking sufficiently into account climate-re- lated matters impacting the fair value of the underlying portfolio companies, real estate properties and other holdings owned by CapMan’s own funds. Fair value of external fund investments is based on external fund managers’ valuations and no climate-related adjustments are made by CapMan. However, the Group sees that the industries, in which the portfolio companies of the external fund investments operate, are not materially subject to climate related risks with regards to their fair valuation. h) Determining fair values Fair value hierarchy of financial assets measured at fair value at 31 December 2024 1,000 EUR Fair value Level 1 Level 2 Level 3 Investments in funds 167,221 4,318 0 162,903 Other non-current investments 571 545 0 25 Current financial assets at FVTPL 3,790 0 3,790 0 fair value through profit or loss The different levels have been defined as follows: Level 1 – Quoted prices (unjusted) in active markets for identical assets Level 2 – Other than quoted prices included within Level 1 that are observable for the asset, either directly (that is, as price) or indirectly (that is, derived from prices) Level 3 – The asset that is not based on observable market data 1,000 EUR Level 1 Level 2 Level 3 Total Non-current investments at fair value through profit or loss Investments in funds at Jan 1 980 157,927 158,907 Additions 19,017 19,017 Acquisitions 3,301 Distributions –589 –9,465 –9,465 Disposals –15,623 –15,623 Fair value gains/losses 7,746 7,746 Transfers 3,927 0 3,927 at the end of period 4,318 162,903 167,221 Other investments at Jan 1 482 0 25 507 Additions 42 42 Fair value gains/losses 21 21 at the end of period 545 0 25 571 * Includes the change of cash and cash equivalents of the subsidiary CapMan Fund Investments SICAV-SIF, classified as fund investments, Fair value hierarchy of financial assets measured at fair value at 31 December 2023 1,000 EUR Fair value Level 1 Level 2 Level 3 Investments in funds 158,907 980 0 157,927 Other non-current investments 508 482 0 25 Current financial assets at FVTPL 275 116 159 0 fair value through profit or loss The different levels have been defined as follows: Level 1 – Quoted prices (unjusted) in active markets for identical assets Level 2 – Other than quoted prices included within Level 1 that are observable for the asset, either directly (that is, as price) or indirectly (that is, derived from prices) Level 3 – The asset that is not based on observable market data CAPMAN ANNUAL REPORT 2024 73 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 1,000 EUR Level 1 Level 2 Level 3 Total Non-current investments at fair value through profit or loss Investments in funds at Jan 1 1,197 167,866 169,063 Additions 18,097 18,097 Distributions –17,615 –17,615 Disposals –3,975 –3,975 Fair value gains/losses –5,926 –5,926 Transfers* –217 –520 –737 at the end of period 980 157,927 158,907 Other investments at Jan 1 408 0 25 433 Additions 46 46 Fair value gains/losses 28 28 at the end of period 482 0 25 508 * Includes the change of cash and cash equivalents of the subsidiary CapMan Fund Investments SICAV-SIF, classified as fund investments, CAPMAN ANNUAL REPORT 2024 74 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Sensitivity analysis of Level 3 investments at 31 December 2024 Fair Value MEUR, Used input value (weighted Investment area 31 December 2024 Valuation methodology Unobservable inputs average) Change in input value Fair value sensitivity Peer group earnings multiples EV/EBITDA 2024 12.1× +/– 10% +/– 5.2 MEUR Private Equity 50.3 Peer group Discount to peer group 20% +/– 10% –/+ 1.4 MEUR multiples EUR/SEK 11.4590 +/–1% –/+ 0.1 MEUR Real Estate 39.3 Valuation by an independent FX rate EUR/DKK 7.4578 +/–1% –/+ 0.1 MEUR valuer EUR/NOK 11.7950 +/–1% –/+ 0.0 MEUR Terminal value EV/EBITDA 14.6× +/– 5% +/– 1.2 MEUR Infra 17.7 Discounted cash flows Discount rate; market rate and 13% +/– 100 bps –/+ 1.9 MEUR risk premium Discount rate; market rate and –0.2 MEUR / value change Credit 5.9 Discounted cash flows risk premium 10% +/– 100 bps based on a change in the discount rate is not booked Wood prices na +/– 2.5% +/– 0.3 MEUR Natural Capital 2.9 Valuation by an independent valuer Discount rate 4% +–0.3% –/+ 0.9 MEUR Investments in funds-of-funds 7.8 Reports from PE fund FX rate EUR/USD 1.0389 +/–1% –/+ 0.1 MEUR management company Investments in external venture 39.1 Reports from PE fund capital funds management company CAPMAN ANNUAL REPORT 2024 75 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Sensitivity analysis of Level 3 investments at 31 December 2023 Fair Value MEUR, Used input value (weighted Investment area 31 Dec 2023 Valuation methodology Unobservable inputs average) Change in input value Fair value sensitivity Peer group earnings multiples EV/EBITDA 2023 10.5× +/– 10% +/– 4.9 MEUR Private Equity 46.6 Peer group Discount to peer group 21% +/– 10% –/+ 1.3 MEUR multiples EUR/SEK 11.0960 +/–1% –/+ 0.1 MEUR Real Estate 40.4 Valuation by an independent FX rate EUR/DKK 7.4529 +/–1% –/+ 0.1 MEUR valuer EUR/NOK 11.2405 +/–1% –/+ 0.0 MEUR Terminal value EV/EBITDA 15.1× +/– 5% +/– 1.1 MEUR Infra 10.1 Discounted cash flows Discount rate; market rate and 13% +/– 100 bps –/+ 1.9 MEUR risk premium Discount rate; market rate and – 0.1 MEUR / value change Credit 6.0 Discounted cash flows risk premium 10% +/– 100 bps based on a change in the discount rate is not booked Investments in funds-of-funds 16.0 Reports from PE fund FX rate EUR/USD 1.1050 +/–1% –/+ 0.2 MEUR management company Investments in external venture 38.7 Reports from PE fund capital funds management company CAPMAN ANNUAL REPORT 2024 76 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS CapMan has made some investments also in funds that are not managed by CapMan Group companies. The fair values of these investments in CapMan’s balance sheet are primarily based on the valuations by the respective fund managers. No separate sensitivity analysis is prepared by CapMan for these investments. However, CapMan evaluates the significant investments individually and makes adjustments to them if necessary. Separate sensitivity analysis is prepared by CapMan for these adjustments. The changes in the peer group earnings multiples and the peer group discounts are typically opposite to each other. Therefore, if the peer group multiples increase, a higher discount is typically applied. Because of this, a change in the peer group multiples may not in full be reflected in the fair values of the fund investments. The valuations are based on euro. If portfolio company’s reporting currency is other than euro, P&L items used in the basis of valuation are converted applying the average foreign exchange rate for corresponding year and the balance sheet items are converted applying the rate at the time of reporting. Changes in the foreign exchange rates, in CapMan’s estimate, have no significant direct impact on the fair values calculated by peer group multiples during the reporting period. The valuation of CapMan funds’ investment is based on international valuation guidelines that are widely used and accepted within the industry and among investors. CapMan always aims at valuing funds’ investments at their actual value. Fair value is the best estimate of the price that would be received by selling an asset in an orderly transaction between market participants on the measurement date. Determining the fair value of fund investments for funds investing in portfolio companies is carried out using International Private Equity and Venture Capital Valuation Guidelines (IPEVG). In estimating fair value for an investment, CapMan applies a technique or techniques that is/ are appropriate in light of the nature, facts, and circumstances of the investment in the context of the total investment portfolio. In doing this, current market data and several inputs, including the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, and the financial situation of the investment, are evaluated and combined with market participant assumptions. In selecting the appropriate valuation technique for each particular investment, consideration of those specific terms of the investment that may impact its fair value is required. Different methodologies may be considered. The most applied methodologies at CapMan include available market price for actively traded (quoted) investments, earnings multiple valuation technique, whereby public peer group multiples are used to estimate the value of a particular investment, and the Discounted Cash Flows method, whereby estimated future cash flows and the terminal value are discounted to the present by applying the appropriate risk-adjusted rate. CapMan always applies a discount to peer group multiples, due to e.g. limited liquidity of the investments. Due to the qualitative nature of the valuation methodologies, the fair values are to a considerable degree based on CapMan’s judgment. The Group has a Risk and Valuation team, which monitors the performance and the price risk of the investment portfolio (financial assets entered at fair value through profit or loss) independently and objectively of the investment teams. The Risk and Valuation team is responsible for reviewing the monthly reporting and forecasts for portfolio companies. Valuation proposals are examined by the Risk and Valuation team and subsequently reviewed and decided by the Valuation Committee, which comprises at least Valuation Controller, Risk Manager and at least one CapMan AIF Manager’s Board of Directors. The portfolio company valuations are reviewed in the Valuation Committee on a quarterly basis. The valuations are back tested against realised exit valuations, and the results of such back testing are reported to the Audit Committee annually. Investments in real estate are valued at fair value based on appraisals made by independent external experts, who follow International Valuation Standards (IVS). The method most appropriate to the use of the property is always applied, or a combination of such methods. For the most part, the valuation methodology applied is the discounted cash flow method, which is based on significant unobservable inputs. These inputs include the following: Future rental cash inflows Based on the actual location, type and quality of the properties and supported by the terms of any existing lease, other contracts or external evidence such as current market rents for similar properties; Discount rates Reflecting current market assessments of the uncertainty in the amount and timing of cash flows; Estimated vacancy rates Based on current and expected future market conditions after expiry of any current lease; Property operating expenses Including necessary investments to maintain functionality of the property for its expected useful life; Capitalisation rates Based on actual location size and quality of the properties and taking into account market data at the valuation date; Terminal value Taking into account assumptions regarding maintenance costs , vacancy rates and market rents. The investments in natural capital funds that CapMan manages are valued based on appraisals made in cooperation with independent appraisers with specific experience in the valuation of investments in timberland assets. The main forest valuation approaches include income approach where the value is the net present value of expected cash flows discounted at a current market rate, cost approach where the value is based on historical investment cost of the forest asset (land cost, planting and management cost etc.) and market approach where the value is based on the transaction values of comparable forest assets. Valuations based on appraisals by Independent external experts are updated annually for closed-end funds and quarterly for open-ended funds. CAPMAN ANNUAL REPORT 2024 77 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Parent Company Income Statement (FAS) EUR Note 1.1.–31.12.2024 1.1.–31.12.2023 Turnover 1 2,898,128.24 6,815,795.44 Other operating income 2 63,999,271.42 –142,640.32 Employee benefit expenses 3 –8,827,427.72 –6,300,619.64 Depreciation 4 –62,388.62 –97,783.34 Other operating expenses 5 –4,512,767.03 –4,049,856.25 Operating loss 53,494,816.29 –3,775,104.11 Finance income and costs 6 12,757,898.29 19,364,289.83 Profit before appropriations and taxes 66,252,714.58 15,589,185.72 Appropriations 7 2,163,690.00 3,129,500.00 Income taxes 0.00 –944.21 Profit for the financial year 68,416,404.58 18,717,741.51 CAPMAN ANNUAL REPORT 2024 78 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Parent Company Balance Sheet (FAS) EUR Note 31.12.2024 31.12.2023 ASSETS Non-current assets Intangible assets 8 0.00 6,886.40 Tangible assets 9 107,203.52 151,822.57 Investments 10 Shares in subsidiaries 182,491,544.71 126,199,336.83 Investments in associated companies 34,211.38 34,211.38 Other investments 10,578,562.96 10,593,627.04 Other receivables 6,878,811.92 6,294,849.42 Investments total 199,983,130.97 143,122,024.67 Non-current assets, total 200,090,334.49 143,280,733.64 Current assets Short-term receivables 11 22,073,008.19 24,489,032.09 Investments 12 15,000,000.00 1,000,000.00 Cash and bank 62,770,102.78 22,056,494.04 Current assets, total 99,843,110.97 47,545,526.13 Total assets 299,933,445.46 190,826,259.77 EUR Note 31.12.2024 31.12.2023 SHAREHOLDERS’ EQUITY AND LIABILITIES Shareholders’ equity 13 Share capital 37,774,813.96 771,586.98 Share premium account 38,968,186.24 38,968,186.24 Invested unrestricted shareholders’ equity 18,119,799.89 18,119,799.89 Retained earnings 1,743,056.58 688,394.09 Profit for the financial year 68,416,404.58 18,717,741.51 Shareholders’ equity, total 165,022,261.25 77,265,708.71 Liabilities Non-current liabilities 14 101,291,772.47 91,432,514.15 Current liabilities 15 33,619,411.74 22,128,036.91 Liabilities, total 134,911,184.21 113,560,551.06 Total shareholders’ equity and liabilities 299,933,445.46 190,826,259.77 CAPMAN ANNUAL REPORT 2024 79 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Parent Company Cash Flow Statement (FAS) EUR 1.1.–31.12.2024 1.1.–31.12.2023 Cash flow from operations Profit before extraordinary items 66,252,715 15,589,186 Finance income and costs –12,757,898 –19,364,290 Adjustments to cash flow statement Depreciation, amortisation and impairment 62,389 97,783 Gain on sale of subsidiary shares –64,597,702 0 Change in net working capital Change in current assets, non-interest-bearing 718,032 611,149 Change in current liabilities, non-interest-bearing –565,740 –144,400 Interest paid –4,360,126 –4,436,439 Interest received 1,735,000 729,394 Dividends received 19,510,040 22,603,554 Direct taxes paid 0 –34,717 Cash flow from operations 5,996,710 15,651,220 Cash flow from investments Acquisition of subsidiaries –8,701,014 –206,874 Cash of a dissolved or merged subsidiary 13,600 160,000 Investments in subsidiaries –12,636,892 –7,987,603 Sale of subsidiary shares 64,790,745 3,789,444 Repayment of capital from subsidiaries 389,282 4,898,789 Investments in tangible and intangible assets –10,883 –9,050 Investments in other placements, net –13,996,433 –999,707 Loan receivables granted –1,872,827 –1,992,287 Repayment of loan receivables 4,727,626 2,381,031 Cash flow from investments 32,703,204 33,743 EUR 1.1.–31.12.2024 1.1.–31.12.2023 Cash flow from financing activities Repayment of capital 0 0 Proceeds from long-term borrowings 0 –14,254,357 Repayment of long-term borrowings 59,668,300 0 Dividends paid –50,000,000 0 Change in group liabilities 0 0 Group contributions received –17,663,655 –12,671,736 Change in group liabilities 9,855,944 7,482,742 Group contributions received 0 742,000 Cash flow from financing activities 1,860,589 –18,701,351 Change in cash and cash equivalents 40,560,503 –3,016,389 Cash and cash equivalents at beginning of year 22,056,493 25,218,755 Translation difference 153,107 –145,873 Cash and cash equivalents at end of year 62,770,103 22,056,493 CAPMAN ANNUAL REPORT 2024 80 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Notes to the Parent Company Financial Statements (FAS) Basis of preparation for parent company financial statements CapMan Plc’s financial statements for 2024 have been prepared in accordance with the Finnish Accounting Act. Foreign currency translation Transactions in foreign currencies have been recorded at the rates of exchange prevailing at the date of the transaction. Foreign currency denominated receivables and payables are recorded at the rates of exchange prevailing at the closing date of the review period. Investments Investments are valued at acquisition cost. If the probable future income from the investment is permanently lower than the value at acquisition cost excluding depreciation, the difference is recognised as an expense. Intangible and tangible assets Intangible and tangible assets are valued at cost less accumu- lated depreciation and amortisation according to the plan, except for assets having an indefinite useful life. Receivables Receivables comprise receivables from Group companies and associated companies, trade receivables, accrued income and other receivables. Receivables are recorded at nominal value, however no higher than at probable value. Receivables are classified as non-current assets if the maturity exceeds 12 months. Financial risk management and derivative instruments The financial risk management of CapMan Group is centralised with the parent company. The financial risk management principles are provided in the Notes to the Group financial statements under 33. Financial risk management. CapMan Plc uses derivative instruments, such as foreign exchange forwards, to hedge against currency changes incurred to its certain and significant foreign currency denominated trade receivables. Derivative instruments are measured at the lower of their cost or market value. Non-current liabilities Senior bonds maturing later than one year after the balance sheet date are recorded as non-current liabilities at nominal value. Current liabilities Bonds maturing within one year are presented as current liabilities and measured at their nominal value. Derivative liabilities are measured at fair value. Leases Lease payments are recognised as other expenses. The remaining commitments under each lease are provided in the Notes section under “Commitments”. Provisions Provisions are recognised as expenses in case the parent company has an obligation that will not result in comparable income or losses that are deemed apparent. Pensions Statutory pension expenditures are recognised as expenses at the year of accrual. Pensions have been arranged through insurance policies of external pension institutions. Revenue Revenue includes the sale of services to subsidiaries and revenue from the sale of securities, dividends and other similar income from securities classified as inventories. Revenue from services is recognised, when the service is delivered. Income taxes Income taxes are recognised based on Finnish tax law. Deferred taxes are calculated on temporary differences between the carrying amount and the tax base. Deferred taxes have been measured at the statutory tax rates that have been enacted by the balance sheet date and are expected to apply when the related deferred tax is realised. Appropriations Appropriations in the income statement consist of possible given and received group contributions and possible depreciation in excess of plan, and in the balance sheet, possible accumulated depreciation in excess of plan. CAPMAN ANNUAL REPORT 2024 81 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 1. Turnover by area EUR 2024 2023 Sale of services Finland 1,543,281 1,106,945 Foreign 1,354,847 5,708,850 Total 2,898,128 6,815,795 2. Other operating income EUR 2024 2023 Turnover translation difference 273,592 –185,905 Gain on sale of subsidiary shares 63,724,518 43,249 Other operating income 1,162 16 Total 63,999,272 –142,640 3. Personnel EUR 2024 2023 Salaries and wages 7,672,327 5,497,998 Pension expenses 1,053,578 664,920 Other personnel expenses 101,523 137,702 Total 8,827,428 6,300,620 Management remuneration Salaries and other remuneration of the CEO Joakim Frimodig (1.1.–15.3.2023) 0 922,804 Pia Kåll (15.3.–31.12.2023) 438,858 350,036 Board members 513,100 535,560 Average number of employees 23 35 Management remuneration is presented in the Group Financial Statements Table 32. Related party disclosures. 4. Depreciation EUR 2024 2023 Depreciation according to plan Other long-term expenditure 6,886 34,771 Machinery and equipment 55,502 63,013 Total 62,388 97,783 5. Other operating expenses EUR 2024 2023 Other personnel expenses 357,974 189,400 Office expenses 250,454 114,449 Travelling and entertainment 114,675 348,374 External services 2,301,459 2,201,296 Internal services 1,333,934 1,044,488 Other operating expenses 154,272 151,849 Total 4,512,768 4,049,856 Audit fees Audit 199,296 115,738 Total 199,296 115,738 CAPMAN ANNUAL REPORT 2024 82 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 6. Finance income and costs EUR 2024 2023 Dividend income Group companies 20,140,565 21,231,776 Total 20,140,565 21,231,776 Other interest and finance income Group companies 713,890 2,297,813 Others 1,139,279 797,787 Total 1,853,169 3,095,599 Interest and other finance costs Impairment of shares and interests –2,780,858 –215,411 Write-down of receivables 98,981 –11,338 Group companies –593,629 –350,580 Others –5,960,330 –4,385,755 Total –9,235,836 –4,963,085 Finance income and costs total 12,757,898 19,364,290 7. Appropriations EUR 2024 2023 Group contributions received 2,163,690 3,129,500 8. Intangible assets EUR 2024 2023 Intangible rights Acquisition cost at 1 January 828,188 828,188 Acquisition cost at 31 December 828,188 828,188 Accumulated depreciation at 1 January –828,188 –828,188 Accumulated depreciation at 31 December –828,188 –828,188 Book value on 31 December 0 0 Other long-term expenditure Acquisition cost at 1 January 2,677,518 2,677,518 Additions 0 0 Acquisition cost at 31 December 2,677,518 2,677,518 Accumulated depreciation at 1 January –2,670,632 –2,635,861 Depreciation for the financial period –6,886 –34,771 Accumulated depreciation at 31 December –2,677,518 –2,670,632 Book value on 31 December 0 6,886 Intangible rights total 0 6,886 CAPMAN ANNUAL REPORT 2024 83 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 9. Tangible assets EUR 2024 2023 Machinery and equipment Acquisition cost at 1 January 1,336,073 1,327,023 Additions 10,883 9,050 Acquisition cost at 31 December 1,346,956 1,336,073 Accumulated depreciation at 1 January –1,206,990 –1,143,978 Depreciation for the financial period –55,502 –63,013 Accumulated depreciation at 31 December –1,262,492 –1,206,990 Book value on 31 December 84,464 129,083 Other tangible assets Acquisition cost at 1 January 22,739 22,739 Book value on 31 December 22,739 22,739 Tangible assets total 107,203 151,822 10. Investments EUR 2024 2023 Shares in subsidiaries Acquisition cost at 1 January 126,199,336 127,068,504 Additions 58,341,133 8,194,477 Disposals –604,035 –8,848,233 Impairments –1,444,891 –215,411 Acquisition cost at 31 December 182,491,543 126,199,336 Shares in associated companies Acquisition cost at 1 January 34,212 34,212 Disposals 0 0 Acquisition cost at 31 December 34,212 34,212 Shares, other Acquisition cost at 1 January 10,593,627 10,559,049 Additions 42,000 46,209 Disposals –3,567 –293 Impairment –53,497 –11,338 Acquisition cost at 31 December 10,578,563 10,593,627 Other receivables Other loan receivables 3,452,553 2,161,043 Accounts receivable 3,426,259 4,133,806 Long-term receivables total 6,878,812 6,294,849 Investments total 199,983,130 143,122,024 The subsidiaries and the associated companies are presented in the Notes to the Consolidated Financial Statements, Table 32. Related party disclosures. CAPMAN ANNUAL REPORT 2024 84 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 11. Short-term receivables EUR 2024 2023 Receivables from Group companies Accounts receivable 233,332 353,428 Accrued income 0 24,062 Loan receivables 9,929,759 14,039,759 Other receivables 9,283,984 6,978,048 Total 19,447,075 21,395,297 Accounts receivable 1,441,266 1,575,041 Loan receivables 249,725 848,039 Other receivables 203,932 166,525 Accrued income 731,009 504,130 Short-term receivables total 22,073,007 24,489,032 12. Investments EUR 2024 2023 Acquisition cost at 1 January 1,000,000 0 Additions 14,000,000 1,000,000 Acquisition cost at 31 December 15,000,000 1,000,000 Investments, total 15,000,000 1,000,000 13. Shareholders’ equity EUR 2024 2023 Share capital at 1 January 771,587 771,587 Additions 37,003,227 0 Share capital at 31 December 37,774,814 771,587 Share premium account at 1 January 38,968,186 38,968,186 Share premium account at 31 December 38,968,186 38,968,186 Invested unrestricted shareholders’ equity at 1 January 18,119,800 32,374,157 Invested unrestricted shareholders’ equity, disposals 0 –14,254,357 Invested unrestricted shareholders’ equity at 31 December 18,119,800 18,119,800 Retained earnings at 1 January 19,406,136 13,362,464 Dividend payment –17,663,079 –12,674,070 Retained earnings at 31 December 1,743,057 688,394 Profit for the financial year 68,416,405 18,717,742 Shareholders’ equity, total 165,022,262 77,265,709 Calculation of distributable funds Retained earnings 1,743,057 688,394 Profit for the financial year 68,416,405 18,717,742 Invested unrestricted shareholders’ equity 18,119,800 18,119,800 Total 88,279,262 37,525,935 CapMan Plc’s share capital is divided as follows: 2024 Number of shares 2023 Number of shares Series B share (1 vote/share) 176,878,210 158,849,387 CAPMAN ANNUAL REPORT 2024 85 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 14. Non-current liabilities EUR 2024 2023 Senior bonds 99,607,323 89,750,033 Other non-current liabilities 1,684,449 1,682,481 Non-current liabilities total 101,291,772 91,432,514 15. Current liabilities EUR 2024 2023 Accounts payable 155,727 466,074 Liabilities to Group companies Group account at OP Yrityspankki Plc 18,982,130 18,038,256 Group account at Nordea Bank 8,912,069 0 Accounts payable 287,240 86,827 Other liabilities 1,054 166,354 Accrued expenses 115,023 108,003 Total 28,297,516 18,339,440 Other liabilities 203,697 903,279 Accrued expenses 4,962,471 2,359,243 Current liabilities total 33,619,411 22,128,037 16. Contingent liabilities EUR 2024 2023 Leasing agreements Operating lease commitments Within one year 183,250 135,226 After one but not more than five years 88,169 66,654 Total 271,419 201,880 Other hire purchase commitments Within one year 763,884 757,008 After one but not more than five years 827,541 1,577,100 Total 1,591,425 2,334,108 Securities and other contingent liabilities Contingencies for own commitment Enterprise mortgages 60,000,000 60,000,000 Investment commitments to other funds 2,277,273 1,003,556 Other contingent liabilities 1,024,014 1,204,663 Total 63,301,287 62,208,219 Contingencies for subsidiaries’ commitments Investment commitments 207,656 207,656 Total 207,656 207,656 CAPMAN ANNUAL REPORT 2024 86 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS 17. Derivative instruments EUR 2024 2023 Nominal amount of derivatives Foreign exchange forwards 4,484,334 5,319,743 Total 4,484,334 5,319,743 Fair value of derivatives Foreign exchange forwards –76,832 116,491 Total –76,832 116,491 CAPMAN ANNUAL REPORT 2024 87 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Statement by the Board of Directors regarding the Financial Statements and the Report of the Board of Directors: Consolidated financial statements prepared in accordance with the International Financial Reporting Standards (IFRS) and Financial Statements of the parent company prepared in accordance with the laws and regulations governing the preparation of financial statements in Finland give a true and fair view of the assets, liabilities, financial position and net profit or loss of both the parent company and the companies included in the consolidated financial statements. Report of the Board of Directors gives a true description of the development of company’s and its subsidiaries’ businesses and profitability and contains a description of the most significant risks and uncertainties, as well as other status of the company. Helsinki 12.2.2025 Joakim Frimodig Mammu Kaario Chairman Catarina Fagerholm Johan Hammarén Olli Liitola Johan Bygge Pia Kåll CEO Signatures to the Report of the Board of Directors and Financial Statements The Auditor’s Note Our report has been issued today. Helsinki 12.2.2025 Ernst & Young Oy Audit firm Kristina Sandin Authorised Public Accountant CAPMAN ANNUAL REPORT 2024 88 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS To the Annual General Meeting of CapMan Plc Report on the Audit of the Financial Statements Opinion We have audited the financial statements of CapMan Plc (business identity code 0922445-7) for the year ended 31 December, 2024. The financial statements comprise the consolidated balance sheet, statement of comprehensive income, statement of changes in equity, statement of cash flows and notes, including material accounting policy information, as well as the parent company’s balance sheet, income statement, statement of cash flows and notes. In our opinion • the consolidated financial statements give a true and fair view of the group’s financial position, financial performance and cash flows in accordance with IFRS Accounting Standards as adopted by the EU. • the financial statements give a true and fair view of the parent company’s financial performance and financial position in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. Our opinion is consistent with the additional report submitted to the Audit and Risk Committee. Basis for Opinion We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good auditing practice are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements. In our best knowledge and understanding, the non-audit services that we have provided to the parent company and group companies are in compliance with laws and regulations applicable in Finland regarding these services, and we have not provided any prohibited non-audit services referred to in Article 5(1) of regulation (EU) 537/2014. The non-audit services that we have provided have been disclosed in note 7 to the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompa- nying financial statements. We have also addressed the risk of management override of internal controls. This includes consideration of whether there was evidence of management bias that represented a risk of material misstatement due to fraud. Auditor’s report (Translation of the Finnish original) CAPMAN ANNUAL REPORT 2024 89 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Key Audit Matter How our audit addressed the Key Audit Matter Revenue recognition We refer to the accounting policies in the financial statements and the Note 3. CapMan’s turnover in consolidated group accounts amounted to 57,6 million euros. It consists of management fees, sale of services and carried interest income. The timing of revenue recognition can be judgmental as revenue is recognized either over time or at the point in time depending on the circumstances and provided services. The assessment of recognized revenue includes management assumptions and estimates. Revenue recognition was determined to be a key audit matter. Revenue recognition related to carried interest was determined to be a significant risk of material misstatement referred to in EU Regulation No 537/2014 point (c) of Article 10(2) in respect of its timely recognition and at a proper amount. Our audit procedures to address the risk of material misstatement included, among other things, assessing that the revenue recognition principles comply to applicable accounting standards, assessing the process for recognizing revenue and identifying controls relating to revenue recognition. We examined sales cutoff with analytical procedures. We supplemented our procedures with test of details on a transaction level on a random basis in order to ensure that the revenue has been recognized in a correct accounting period and it’s based on the corresponding agreements. In addition, we assessed the adequacy of disclosures relating to the fee and commission income of the group. Key Audit Matter How our audit addressed the Key Audit Matter Valuation of non-liquid investments We refer to the accounting policies in the financial statements and the Notes 18 and 33. The Group’s investment portfolio 31.12.2024 amounts to 167,2 million euros. The investment portfolio includes mainly invest- ments to funds managed by CapMan group companies. Determination of the fair value of funds and direct investments to portfolio companies is executed using International Private Equity and Venture Capital valuation guidelines (IPEV) and IFRS and the fair values are based on estimated cash-flows or peer-group multiples. Fair value measurement includes subjective estimations by management, specifically in areas where fair value is based on a model-based valuation. Valuation techniques for private equity funds involve setting various assumptions regarding pricing factors. The use of different valuation techniques and assumptions could lead to different estimates of fair value. Valuation of non-liquid investments was determined to be a key audit matter and a significant risk of material misstatement referred to in EU Regulation No 537/2014 point (c) of Article 10(2). Our audit procedures to address the risk of material misstatement relating to valuation of non-liquid investments included, among others: Developing an understanding of the private equity, natural capital and real estate portfolios. • Reviewing the price of recent transactions and investments. • Assessing assumptions used in the valuations and obtaining an understanding that the valuation appropriately reflects the risks of the portfolios. • Comparing the assumptions against estab- lished policies and determining if they have been applied appropriately. • Reviewing and assessing the valuations determined by CapMan or other party. • Assessing whether the International Private Equity and Venture Capital Valuation Guidelines and valuation methodology of IFRS have been applied correctly. Our valuation specialists were involved in the audit. In addition, we assessed the adequacy of disclosures relating to the non-liquid investments. CAPMAN ANNUAL REPORT 2024 90 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Key Audit Matter How our audit addressed the Key Audit Matter Dasos Capital business combination We refer to the accounting policies in the financial statements and the Note 14. The Group acquired the shares of Dasos Capital Oy during the financial year. The acquisition date was determined to be March 1, 2024. The purchase consideration of 37,4 million euros was paid with CapMan Oyj shares (34,4 million euros) and in cash (3,0 million euros). Assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at acquisition date fair value. Management judgement relates specifically to determining the fair value of acquired assets and liabilities, in particular determining the fair values of separately identifiable intangible assets such as customer relationships. The significant business combination was a key audit matter as it involves valuation processes and methods, and judgments made by management. Our audit procedures included, among others: • Familiarizing ourselves with the Share Purchase Agreement relating to the business combination of Dasos Capital. • Assessing together with our valuation specialists the valuation processes and methodologies to identify acquired assets and liabilities and to determine the fair value of these. • Assessing the adequacy of disclosures relating to the business combination. Key Audit Matter How our audit addressed the Key Audit Matter Valuation of goodwill We refer to the accounting policies in the financial statements and the Note 16. The value of goodwill at the date of the financial statements 31.12.2024 amounted to 30,1 million euros representing 9% of total assets and 15% of equity. Valuation of goodwill was a key audit matter because the assessment process is complex and is based on numerous judgmental estimates and because the amount of goodwill is significant to the financial statements. Valuation of goodwill is based on management’s estimate about the value in use calculations of the cash generating units. There are a number of underlying assumptions used to determine the value in use, including development of revenue and profitability and the discount rate applied on cash flows. Estimated value in use of the cash gener- ating units may vary significantly when the underlying assumptions are changed. Changes in above-mentioned individual assumptions may result in an impairment of goodwill. Valuation of goodwill was also a significant risk of material misstatement as defined by EU Regulation No 537/2014, point (c) of Article 10(2). Our audit procedures to address the risk of material misstatement in respect of valuation of goodwill included among others: • Involvement of EY valuation specialists to assist us in evaluating methodologies, impairment calculations and underlying assumptions applied by the management in impairment testing. • Testing of the mathematical accuracy of the impairment calculations. • Comparing the key assumptions applied by management in impairment tests to approved strategic plans and forecasts, information available in external sources and our independently calculated industry averages such as weighted average cost of capital used in discounting the cashflows. • Assessment of the Group’s disclosures in respect of impairment testing. CAPMAN ANNUAL REPORT 2024 91 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Responsibilities of the Board of Directors and the Managing Director for the Financial Statements The Board of Directors and the Managing Director are respon- sible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU, and of financial statements that give a true and fair view in accordance with the laws and regula- tions governing the preparation of financial statements in Finland and comply with statutory requirements. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Board of Directors and the Managing Director are responsible for assessing the parent company’s and the group’s ability to continue as going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting. The financial statements are prepared using the going concern basis of accounting unless there is an intention to liquidate the parent company or the group or cease operations, or there is no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance on whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with good auditing practice will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the parent company’s or the group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of the Board of Directors’ and the Managing Director’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the parent company’s or the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the parent company or the group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events so that the financial statements give a true and fair view. • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical require- ments regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. CAPMAN ANNUAL REPORT 2024 92 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Other Reporting Requirements Information on our audit engagement We were first appointed as auditors by the Annual General Meeting on March 14, 2018, and our appointment represents a total period of uninterrupted engagement of seven years. Other information The Board of Directors and the Managing Director are respon- sible for the other information. The other information comprises the report of the Board of Directors and the information included in the Annual Report, but does not include the financial state- ments and our auditor’s report thereon. We have obtained the report of the Board of Directors prior to the date of this auditor’s report, and the Annual Report is expected to be made available to us after that date. Our opinion on the financial statements does not cover the other information. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to report of the Board of Directors, our responsibility also includes considering whether the report of the Board of Directors has been prepared in compliance with the applicable provisions. In our opinion, the information in the report of the Board of Directors is consistent with the information in the financial statements and the report of the Board of Directors has been prepared in compliance with the applicable provisions. If, based on the work we have performed on the other infor- mation that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Helsinki 12.2.2025 Ernst & Young Oy Authorized Public Accountant Firm Kristina Sandin Authorized Public Accountant CAPMAN ANNUAL REPORT 2024 93 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS Independent Auditor’s Report on the ESEF Consolidated Financial Statements of CapMan Oyj (Translation of the Finnish original) To the Board of Directors of Capman Oyj We have performed a reasonable assurance engagement on the financial statements 743700498L5THNQWVL66_2024-12-31-fi. zip of Capman Oyj (y-identifier: 0922445-7) that have been prepared in accordance with the Commission’s regulatory technical standard for the financial year ended 31.12.2024. Responsibilities of the Board of Directors and the Managing Director The Board of Directors and the Managing Director are responsible for the preparation of the company’s report of Board of Directors and financial statements (the ESEF financial statements) in such a way that they comply with the requirements of the Commission’s regulatory technical standard. This responsibility includes: • preparing the ESEF financial statements in XHTML format in accordance with Article 3 of the Commission’s regulatory technical standard • tagging the primary financial statements, notes and company’s identification data in the consolidated financial statements that are included in the ESEF financial statements with iXBRL tags in accordance with Article 4 of the Commission’s regulatory technical standard and • ensuring the consistency between the ESEF financial state- ments and the audited financial statements The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of ESEF financial statements in accordance the requirements of the Commission’s regulatory technical standard. Auditor’s Independence and Quality Management We are independent of the company in accordance with the ethical requirements that are applicable in Finland and are relevant to the engagement we have performed, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The firm applies International Standard on Quality Management (ISQM) 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements Auditor’s Responsibilities Our responsibility is to, in accordance with Chapter 7, Section 8 of the Securities Markets Act, provide assurance on the financial statements that have been prepared in accordance with the Commission’s technical regulatory standard. We express an opinion on whether the consolidated financial statements that are included in the ESEF financial statements have been tagged, in all material respects, in accordance with the requirements of Article 4 of the Commission’s regulatory technical standard. Our responsibility is to indicate in our opinion to what extent the assurance has been provided. We conducted a reasonable assurance engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000. The engagement includes procedures to obtain evidence on: • whether the primary financial statements in the consolidated financial statements that are included in the ESEF financial statements have been tagged, in all material respects, with iXBRL tags in accordance with the requirements of Article 4 of the Commission’s regulatory technical standard and • whether the notes and company’s identification data in the consolidated financial statements that are included in the ESEF financial statements have been tagged, in all material respects, with iXBRL tags in accordance with the requirements of Article 4 of the Commission’s regulatory technical standard and • whether there is consistency between the ESEF financial statements and the audited financial statements. The nature, timing and extent of the selected procedures depend on the auditor’s judgement. This includes an assessment of the risk of material deviations due to fraud or error from the require- ments of the Commission’s technical regulatory standard. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion Our opinion pursuant to Chapter 7, Section 8 of the Securities Markets Act is that the primary financial statements, notes and company’s identification data in the consolidated financial statements that are included in the ESEF financial statements of Capman Oyj 743700498L5THNQWVL66_2024-12-31-fi.zip for the financial year ended 31.12.2024 have been tagged, in all material respects, in accordance with the requirements of the Commission’s regulatory technical standard. Our opinion on the audit of the consolidated financial state- ments of Capman Oyj for the financial year ended 31.12.2024 has been expressed in our auditor’s report 12.2.2025. With this report we do not express an opinion on the audit of the consolidated financial statements nor express another assurance conclusion. Helsinki 28.2.2025 Ernst & Young Oy Authorized Public Accountant Firm Kristina Sandin Authorized Public Accountant CAPMAN ANNUAL REPORT 2024 94 FINANCIAL STATEMENTS REPORT OF THE BOARD OF DIRECTORS capman.com CapMan Group Ludviginkatu 6 00130 Helsinki