CapMan Oyj — Proxy Solicitation & Information Statement 2020

Feb 4, 2020

CapMan Plc’s Notice to the Annual General Meeting

CapMan Plc’s Notice to the Annual General Meeting

CapMan Plc Stock Exchange Release / Notice to Convene General Meeting
4 February 2020 at 11:35 a.m. EET

CapMan Plc’s Notice to the Annual General Meeting

Notice is given to the shareholders of CapMan Plc to the Annual General Meeting
to be held on Wednesday, 11 March 2020 at 10:00 a.m. at GLO Hotel Art, Jugend
Hall at the address Lönnrotinkatu 29, 00180 Helsinki. The reception of persons
who have registered for the meeting and the distribution of voting tickets will
commence at 9:30 a.m.

A. Matters on the Agenda of the General Meeting

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

1. Opening of the meeting

2. Calling the meeting to order

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

4. Recording the legality of the meeting

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

6. Presentation of the annual accounts, the report of the Board of Directors
   and the auditor’s report for the year 2019

Review by the CEO and by the auditor concerning the auditor’s report

1. Adoption of the annual accounts

2. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividend and the repayment of equity

According to the annual accounts for the financial year ended 31 December 2019,
CapMan Plc’s distributable funds amounted to EUR 88.9 million. The Board of
Directors proposes to the General Meeting that a dividend of EUR 0.04 per share
be paid based on the balance sheet adopted for 2019. In addition, the Board of
Directors proposes to the General Meeting that EUR 0.09 per share be returned
from the invested unrestricted equity fund based on the balance sheet adopted
for 2019. The total dividend and equity repayment would amount to EUR 0.13 per
share.

The dividend and the equity repayment will be paid to a shareholder who on the
record date of dividend and equity repayment 13 March 2020 is registered as a
shareholder in the shareholders’ register held by Euroclear Finland Ltd. The
dividend and the equity repayment would be paid on 20 March 2020.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability

2. Presentation and adoption of the remuneration policy for company’s governing
   bodies

Presentation of the remuneration policy for the company’s governing bodies and a
consultative decision of the General Meeting on the approval of the remuneration
policy.

The remuneration policy will be published by a stock exchange release and will
be available on CapMan Plc’s website www.capman.com/shareholders/general
-meetings/ by 19 February 2020 at latest.

1. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that the
members of the Board of Directors be paid the following monthly remuneration in
cash for the term of office ending at the end of the next Annual General
Meeting:

· to the Chairman of the Board of Directors EUR 5,000 (2019: EUR 5,000),
· to the Deputy Chairman of the Board of Directors EUR 4,000 (2019: EUR
4,000),
· to the Chairman of the Audit Committee of the Board of Directors EUR 4,000
if he/she is not simultaneously acting as the Chairman or the Deputy Chairman of
the Board of Directors (2019: EUR 4,000); and
· to the other members of the Board of Directors EUR 3,250 each (2019: EUR
3,250).

The Shareholders’ Nomination Board further proposes to the General Meeting that
for participation in meetings of the Board of Directors and Committees of the
Board of Directors the Chairmen of the Board and Board’s Committees be paid a
meeting fee of EUR 800 per meeting (2019: EUR 800) and the members of the Board
and Board’s Committee’s be paid a meeting fee of EUR 400 per meeting (2019: EUR
400)  in addition to their monthly remuneration, and that the travel expenses of
the members of the Board of Directors be compensated in accordance with the
company’s travel compensation policy.

1. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that the
number of the members of the Board of Directors of the company shall be seven
(7).

1. Election of members of the Board of Directors

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

· Catarina Fagerholm,
· Eero Heliövaara,
· Mammu Kaario,
· Olli Liitola,
· Peter Ramsay, and
· Andreas Tallberg.

The Shareholders’ Nomination Board further proposes to the General Meeting that
Johan Hammarén be elected as a new member of the Board of Directors for the
above-mentioned term of office. The CV of the new proposed candidate of the
Board of Directors is attached to this notice.

All the candidates have given their consent to serving on the Board of
Directors. The Shareholders’ Nomination Board has been informed that all the
proposed members of the Board of Directors, with the exception of Olli Liitola
and Johan Hammarén, are independent of the company and its major shareholders.
Olli Liitola is independent of the company’s major shareholders, but non
-independent of the company due to his employment with a group company during
the past three years. Johan Hammarén is non-independent of the company’s
significant shareholders due to his membership of the Board of Directors in
Silvertärnan Ab, which is a significant shareholder in CapMan Plc, and non
-independent of the company due to his employment with a group company during
the past three years.

Other relevant information regarding the Board service concerning all the
candidates can be found at www.capman.com/shareholders/general-meetings/.

1. Resolution on the remuneration of the auditor

Based on the recommendation of the Audit Committee of the Board of Directors,
the Board of Directors proposes to the General Meeting that the remuneration to
the auditor to be elected be paid and travel expenses be compensated against the
auditor’s invoice approved by the company.

1. Election of the auditor

Based on the recommendation of the Audit Committee of the Board of Directors,
the Board of Directors proposes to the General Meeting that Ernst & Young Oy,
authorised public accountants, be re-elected as auditor of the company for a
term of office ending at the end of the next Annual General Meeting. Ernst &
Young Oy has notified that Ulla Nykky, APA, would act as Lead Auditor.

1. Authorising the Board of Directors to decide on the repurchase and/or on the
   acceptance as pledge of the company’s own shares.

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

The number of own shares to be repurchased and/or accepted as pledge on the
basis of the authorisation shall not exceed 14,000,000 shares in total, which
corresponds to approximately 9.11 per cent of all the shares in the company.
Only the unrestricted equity of the company can be used to repurchase own shares
on the basis of the authorisation.

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

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

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

The authorisation cancels the authorisation given to the Board of Directors by
the General Meeting on 13 March 2019 to decide on the repurchase and/or
acceptance as pledge of the company’s own shares.

The authorisation is effective until the end of the next Annual General Meeting,
however no longer than until 30 June 2021.

1. Authorising the Board of Directors to decide on the issuance of shares as
   well as the issuance of special rights entitling to shares

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorised to decide on the issuance of shares and special rights
entitling to shares referred to in section 1 of chapter 10 of the Companies Act
as follows:

The number of shares to be issued on the basis of the authorisation shall not
exceed 14,000,000 shares in total, which corresponds to approximately 9.11 per
cent of all shares in the company.

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

The authorisation can be used to finance and to carry out acquisitions or other
business transactions and investments as well as to improve the capital
structure. The authorisation can also be used for incentive schemes up to an
aggregate number of 3,807,000 shares.

The authorisation cancels the authorisation given to the Board of Directors by
the General Meeting on 13 March 2019 to decide on the issuance of shares as well
as special rights entitling to shares.

The authorisation is effective until the end of the next Annual General Meeting,
however no longer than until 30 June 2021.

1. Closing of the meeting

B. Documents of the General Meeting

The above-mentioned proposals for the resolutions on the matters on the agenda
of the General Meeting and this notice are available on CapMan Plc’s website at
www.capman.com/shareholders/general-meetings/. CapMan Plc’s remuneration policy
as well as the electronic annual report, including the annual accounts, the
report of the Board of Directors and the auditor’s report, will be published at
www.capman.com/shareholders/financial-reports/?type=annual-reports no later than
on 19 February 2020. The proposals for resolutions and the other above-mentioned
documents are also on view at the General Meeting. The minutes of the General
Meeting will be available on the company’s website at
www.capman.com/shareholders/general-meetings/ no later than on 25 March 2020.

C. Instructions for the Participants in the General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on Friday, 28 February 2020 in the
shareholders’ register of the company held by Euroclear Finland Ltd, has the
right to participate in the General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
shareholders’ register of the company.

A shareholder, who is registered in the shareholders’ register of the company
and who wishes to participate in the General Meeting, shall register for the
meeting by giving a prior notice of participation, which has to be received by
the company no later than on Friday, 6 March 2020 at 10:00 a.m. EET. Such notice
can be given:

a. electronically by utilizing Euroclear’s electronic general meeting service
at www.capman.com/shareholders/general-meetings/
b. by e-mail to the address agm@capman.com, or
c. by sending a written notification to the company’s address (CapMan Plc/AGM,
Ludviginkatu 6, 4 fl., 00130 Helsinki, Finland).

In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business identity code, address, telephone
number and the name of a possible assistant or proxy representative and the
personal identification number of a proxy representative. The personal data
given to CapMan Plc by shareholders is used only in connection with the General
Meeting and with the processing of related necessary registrations.

The shareholder, his/her authorised representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation at the General Meeting.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on the record
date of the General Meeting, Friday, 28 February 2020, would be entitled to be
registered in the shareholders’ register of the company held by Euroclear
Finland Ltd. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been temporarily
registered into the shareholders’ register held by Euroclear Finland Ltd at the
latest by Friday, 6 March 2020 at 10:00 a.m. With regard to nominee registered
shares this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request necessary
instructions regarding the temporary registration in the shareholders’ register
of the company, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank without delay. The account management
organisation of the custodian bank must temporarily register a holder of nominee
registered shares, who wants to participate in the General Meeting, in the
shareholders’ register of the company at the latest by the time stated above.

1. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights
at the meeting by way of proxy representation. A proxy representative of the
shareholder shall produce a dated proxy document or otherwise in a reliable
manner demonstrate his/her right to represent the shareholder at the General
Meeting. When a shareholder participates in the General Meeting by means of
several proxy representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the General Meeting.

Possible proxy documents should be delivered to the address CapMan Plc/AGM,
Ludviginkatu 6, 4 fl., 00130 Helsinki, Finland, before the last date for
registration. The original proxy document should be presented at the General
Meeting at the latest, on request.

1. Other information

The information concerning the AGM required under the Companies Act and the
Securities Market Act is available on the company's website
www.capman.com/shareholders/general-meetings/. Pursuant to section 25 of chapter
5 of the Companies Act, a shareholder who is present at the General Meeting has
the right to request information with respect to the matters to be considered at
the General Meeting.

On the date of this notice the total number of shares in CapMan Plc and votes
represented by such shares is 153,754,648. On the date of this notice the
company holds a total of 26,299 of its own shares.

Changes in shareholdings occurred after the record date will not affect the
right to participate in the General Meeting or the number of votes of such
shareholder.

In Helsinki, on 4 February 2020

CAPMAN PLC

Board of Directors

Additional information:
Tiina Halmesmäki, General Counsel, Tel. + 358 40 590 1043

Distribution:
Nasdaq Helsinki Oy
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. More information at www.capman.com.

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