CapMan Oyj — Board/Management Information 2020

Feb 4, 2020

CapMan Board resolved on a new investment-based long-term incentive plan for key employees and shortened the performance period of the 2018 incentive plan by one year

CapMan Board resolved on a new investment-based long-term incentive plan for key employees and shortened the performance period of the 2018 incentive plan by one year

CapMan Plc Stock Exchange Release
4 February 2020 at 11:30 a.m. EET

CapMan Board resolved on a new investment-based long-term incentive plan for key
employees and shortened the performance period of the 2018 incentive plan by one
year

The Board of Directors of CapMan Plc (the “Company”) has resolved to establish a
new Performance Share Plan 2020-2023 (the “Plan”) for CapMan Group management,
as well as selected Group key employees. The participants are committed to
shareholder value creation by investing a significant amount into the CapMan Plc
share, which is the prerequisite for the participation in the Plan. In addition,
the aim of the new long-term incentive plan is to retain the Plan participants
at the Company’s service, and to offer them a competitive reward plan based on
owning, earning and accumulating the Company’s shares.

The new Plan includes one performance period. The performance period will
commence on 1 April 2020 and end on 31 March 2023. The participants may earn a
performance-based reward from the performance period.

The prerequisite for receiving reward on the basis of the Plan is that a
participant acquires Company shares or allocates previously owned Company 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 rewards from the Plan will be paid fully in the Company’s shares in 2023.
The Board of Directors shall resolve whether new shares or existing shares held
by the Company are given as reward. As a general rule, no reward will be paid,
if a participant’s employment or service ends before the reward payment. The
shares paid as reward may not be transferred during the lock-up period
established for the shares. The lock-up period will end in April 2024.

The target group of the Plan consists of approximately 20 people, including the
members of the Management Group. The rewards to be paid on the basis of the
performance period amount up to a maximum of approximately 4.5 million CapMan
Plc shares, indicating a dilution of less than 3.0 per cent.

As a general rule, a participant must hold a minimum of 25 per cent of the
shares given on the basis of the Plan, until the participant’s shareholding in
the company in total corresponds to the value of the participant’s fixed annual
gross salary and for as long as the participant’s employment or service in a
company belonging to the Group continues.

Following the new Plan, CapMan Plc’s Board of Directors shortens the performance
period of the investment-based long-term incentive plan launched in 2018 by one
year and correspondingly reduces the reward amount from the 2018 plan by one
-third. The Board of Directors will propose to the 2020 Annual General Meeting
an authorisation for the issuance shares, pursuant to which the Board would
direct a maximum of 3.8 million Company shares to the target group of the 2018
plan.

Andreas Tallberg, Chairman of the Board of CapMan Plc: “I am very pleased with
the performance of the Company these past years. Strategic objectives have been
achieved ahead of schedule and the Company’s financial situation is good. The
Company has completed several key recruitments to develop shareholder value
further, and therefore it is important to create a new plan to, among others,
incentivise these new key persons. I am certain that these changes in the
Company’s long-term remuneration play a part in the establishment of the
Company’s continued strong growth.”

CAPMAN PLC
Board of Directors

For further information, please contact:
Andreas Tallberg, Chairman of the Board of Directors, CapMan Plc, tel. +358 40
700 2252

DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
www.capman.com

About CapMan
CapMan is a leading Nordic private asset expert with an active approach to value
creation. We offer a wide selection of investment products and services. As one
of the Nordic private equity pioneers, we have developed hundreds of companies
and real estate assets and created substantial value in these businesses and
assets over the past 30 years. With over €3 billion in assets under management,
our objective is to provide attractive returns and innovative solutions to
investors. We have a broad presence in the unlisted market through our local and
specialised teams. Our investment strategies cover Private Equity, Real Estate
and Infra. We also have a growing service business that includes procurement
services, fundraising advisory, and analysis, reporting and wealth management
services. Altogether, CapMan employs 140 people in Helsinki, Stockholm,
Copenhagen, London and Luxembourg. www.capman.com

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