CapMan Oyj — Proxy Solicitation & Information Statement 2021

Feb 4, 2021

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 General Meeting / 4 February 2021
at 8.40 a.m. EET

CapMan Plc’s Notice to the Annual General
Meeting

Notice is given to the shareholders of CapMan Plc (“CapMan” or the “Company”) to
the Annual General Meeting (the “General Meeting”) to be held on Wednesday, 17
March 2021 at 10:00 a.m. (EET) at the CapMan Group Head Office at the address
Ludviginkatu 6, 4 fl. 00130 Helsinki.

The Company’s Board of Directors has resolved on exceptional meeting procedures
based on the temporary legislation approved by the Finnish Parliament on 2
October 2020. In order to curb the spread of the Covid-19 pandemic, the General
Meeting will be organized without shareholders’ and their proxy representatives’
presence at the General Meeting venue. Shareholders can participate in the
General Meeting and use their shareholder rights only by voting in advance
(either personally or through a proxy representative), by submitting
counterproposals in advance and by asking questions in advance in the manner
described below. Proxy representatives must also vote in advance in the manner
described below. For further instructions, please refer to Section C.
“Instructions for the participants in the General Meeting” of this notice.

The Company’s Board of Directors, Management Group and Auditor will not attend
the General Meeting and they will not give any addresses at the General Meeting.
Furthermore, no webcast will be provided. A pre-recorded speech by the Company’s
CEO, Joakim Frimodig, will be published prior to the General Meeting on the
Company’s website at www.capman.com/shareholders/general-meetings/.

A. Matters on the Agenda of the General Meeting

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

1. Opening of the General Meeting

2. Calling the General Meeting to order

Attorney-at-law Johan Aalto will act as Chairman of the General Meeting. Should
attorney-at-law Johan Aalto for a weighty reason not be able to act as Chairman
of the General Meeting, the Company’s Board of Directors will appoint another
person that it deems most suitable to act as Chairman.

1. Election of person to scrutinise the minutes and to supervise the counting
   of votes

The Company’s Senior Legal Counsel Pasi Erlin will scrutinise the minutes and
supervise the counting of votes at the General Meeting. Should Pasi Erlin for a
weighty reason not be able to attend these tasks, the Company’s Board of
Directors will appoint another person that it deems most suitable to scrutinise
the minutes and supervise the counting of votes.

1. Recording the legality of the General Meeting

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

Shareholders who have voted in advance in accordance with the instructions set
out in this notice and who have the right to attend the General Meeting in
accordance with Chapter 5, Sections 6 and 6a of the Finnish Limited Liability
Companies Act will be recorded to have attended the General Meeting. The list of
votes will be adopted according to the information provided by Euroclear Finland
Oy.

1. Presentation of the Annual Accounts, the Report of the Board of Directors
   and the Auditor’s Report for the year 2020

As shareholders can only participate in the General Meeting by voting in
advance, the Company's Annual Report 2020, which is to be published by a stock
exchange release on 23 February 2021, will be deemed to have been presented to
the General Meeting. The Company’s Annual Report 2020 will include the Company’s
Annual Accounts, the Report of the Board of Directors and the Auditor’s Report,
and it will also be made available on the Company’s website at
www.capman.com/shareholders/general-meetings/ on 23 February 2021.

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 2020,
CapMan Plc’s distributable funds amounted to approximately EUR 72.2 million.

The Board of Directors proposes that a dividend and equity repayment in the
total amount of EUR 0.14 per share would be paid for the financial period that
ended on 31 December 2020 based on the balance sheet adopted for 2020. The
dividend and equity repayment would consist of a dividend portion that equals
EUR 0.02 per share and an equity repayment portion that equals EUR 0.12 per
share. The equity repayment would be made from the Company’s invested
unrestricted equity fund.

The dividend and equity repayment would be paid in two instalments.

The first instalment of EUR 0.07 per share would consist of a dividend portion
that equals EUR 0.01 per share and an equity repayment portion that equals EUR
0.06 per share. The first instalment would be paid to a shareholder who on the
record date of the payment, 19 March 2021, is registered in the shareholders’
register of the Company maintained by Euroclear Finland Oy. The first instalment
would be paid on 26 March 2021.

The second instalment of EUR 0.07 per share would consist of a dividend portion
that equals EUR 0.01 per share and an equity repayment portion that equals EUR
0.06 per share. The second instalment would be paid in September 2021 to a
shareholder who on the record date of the payment is registered in the
shareholders’ register of the Company maintained by Euroclear Finland Oy. The
Board of Directors would resolve on the payment separately and confirm the
record and payment dates for the second instalment in its meeting scheduled for
16 September 2021. The preliminary record date for the second instalment would
be 20 September 2021 and the preliminary payment date 27 September 2021.

It is noted that the dividend component of the Board of Directors proposal
exceeds the minority dividend referred to in Chapter 13, Section 7 of the
Finnish Limited Liability Companies Act. Therefore, shareholders will not be
able to demand and vote for a minority dividend.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability for the financial period 1 January 2020 – 31 December 2020

2. Presentation of the Company’s Remuneration Report

The Board of Directors proposes to the General Meeting that it adopts, through
an advisory resolution, the Company’s Remuneration Report.

As shareholders can only participate in the General Meeting by voting in
advance, the Company's Remuneration Report for the financial year 2020, which
will be published by a stock exchange release on 23 February 2021, will be
deemed to have been presented to the General Meeting. The Company’s Remuneration
Report for the financial year 2020 will also be made available on CapMan’s
website www.capman.com/shareholders/general-meetings/ on 23 February 2021.

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

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

· Chairman of the Board of Directors: EUR 5,000/month (2020: EUR 5,000)
· Deputy Chairman of the Board of Directors: EUR 4,000/month (2020: EUR 4,000)
· Chairman of the Audit Committee: EUR 4,000/month (2020: EUR 4,000), if
he/she is not simultaneously acting as Chairman or Deputy Chairman of the Board
· Board members: EUR 3,250/month (2020: 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
fee of EUR 800 per meeting (2020: EUR 800) and the members of the Board and
Board’s Committees be paid a fee of EUR 400 per meeting (2020: 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 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 persons be elected to the Board of Directors for a term ending at the
end of the 2022 Annual General Meeting:

Proposed to be re-elected:

· Catarina Fagerholm
· Johan Hammarén
· Eero Heliövaara
· Mammu Kaario
· Olli Liitola
· Andreas Tallberg

Proposed to be elected as new member:

· Johan Bygge

All candidates have given their consent to the position. Of the current members
of the Board of Directors, Peter Ramsay has informed that he will not be
available for re-election.

According to the information available to the Shareholders’ Nomination Board,
all candidates other than Johan Hammarén are independent of the Company and its
significant shareholders. Johan Hammarén is non-independent of the Company’s
significant shareholders due to his membership in the Board of Directors in
Silvertärnan Ab, which is a significant shareholder in CapMan, and non
-independent of the Company due to his employment with a group company during
the past three years.

The CV of the new Board member candidate 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 continue as the auditor with
principal responsibility.

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 8.95 per cent of all the shares in the Company.
Only the unrestricted equity of the Company can be used to repurchase own shares
on the basis of the authorisation.

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

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

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

The authorisation cancels the authorisation given to the Board of Directors by
the Annual General Meeting on 11 March 2020 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 2022.

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 Chapter 10, Section 1 of the Finnish Limited
Liability 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 8.95 per
cent of all shares in the Company.

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

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

The authorisation cancels the authorisation given to the Board of Directors by
the Annual General Meeting on 11 March 2020 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 2022.

1. Closing of the General Meeting

B. Documents of the General Meeting

This notice, which contains all proposals for resolutions made by the Company’s
Board of Directors and the Shareholders’ Nomination Board to the General
Meeting, is available on CapMan’s website at www.capman.com/shareholders/general
-meetings/. CapMan’s Remuneration Report as well as the electronic Annual Report
2020, including the Annual Accounts, the report of the Board of Directors and
the Auditor’s report, will be available at www.capman.com/shareholders/financial
-reports/ (http://www.capman.com/shareholders/financial-reports/?type=annual
-reports) as from 23 February 2021. Copies of these documents and this notice
will be sent to shareholders upon request. The minutes of the General Meeting
will be available on the Company’s website at
www.capman.com/shareholders/general-meetings/ no later than 31 March 2021.

C. Instructions for the participants of the General Meeting

In order to curb the spread of the Covid-19 pandemic, the General Meeting will
be organised without the shareholders’ or their proxy representatives’ presence
at the General Meeting venue. Shareholders can participate in the meeting and
use their shareholder rights only by voting in advance (either personally or
through a proxy representative), by submitting counterproposals in advance and
by asking questions in advance in the manner described below. Proxy
representatives must also vote in advance in the manner described below.

1. Right to participate

Each shareholder who is registered on the record date of the General Meeting, 5
March 2021, in the Company’s shareholders’ register held by Euroclear Finland
Oy, has the right to participate in the General Meeting. A shareholder, whose
shares are registered on the shareholder’s personal Finnish book-entry account,
is registered in the Company’s shareholders’ register.

Instructions for holders of nominee-registered shares are set out below under
Section C4 “Holders of nominee-registered shares”.

1. Registration and voting in advance

Registration for the General Meeting and advance voting will begin on 12
February 2021 at 12.00 noon (EET). A shareholder who is registered in the
Company’s shareholders’ register and who wishes to participate in the General
Meeting, must register for the General Meeting and vote in advance no later than
by 10 March 2021 at 4.00 p.m. (EET), by which time the votes must have been
received by the Company.

A shareholder whose shares are registered on the shareholder’s Finnish book
-entry account can register and vote in advance on certain matters on the agenda
of the General Meeting from 12 February 2021 at 12.00 noon (EET) until 10 March
2021 at 4.00 p.m. (EET) by the following means:

a) Electronically, by utilizing Euroclear’s electronic general meeting service
accessible at www.capman.com/shareholders/general-meetings/

Registering and voting in advance requires strong electronic identification
(bank codes or Mobile ID) for natural persons and business ID and the book-entry
account number for legal persons.

A shareholder’s advance votes will be taken into account if the shareholder
registers and votes in advance in accordance with the instructions set out in
Euroclear’s electronic general meeting service before the expiry of the
registration and advance voting period.

b) By email or by regular mail

Alternatively, a shareholder may populate and send the advance voting form
available on the Company’s website or corresponding information to Euroclear
Finland Oy by email to yhtiokokous@euroclear.eu or by regular mail to Euroclear
Finland Oy, Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki. The advance voting
form will be available on the Company’s website as from 12 February 2021 at
12.00 noon (EET) or shortly thereafter.

A shareholder’s advance votes will be taken into account if the shareholder
provides a duly populated and signed advance voting form and the required
appendices, if any, in accordance with the instructions set out on the form
before the expiry of the registration and advance voting period. Sending in a
duly populated advance voting form as set out above will be deemed to constitute
both registration and voting in advance.

Instructions relating to the advance voting will also be available on the
Company's website at www.capman.com/shareholders/general-meetings/.

In connection with the registration, a shareholder or a proxy representative is
required to provide the requested personal information. The personal data given
to the Company by shareholders and proxy representatives is only used in
connection with the General Meeting and with the processing of related necessary
registrations.

1. Proxy representatives and powers of attorney

A shareholder may authorise a proxy representative to register and vote in
advance on behalf of the shareholder. Proxy representatives cannot attend the
General Meeting physically and must also vote in advance in the manner described
in this notice. A proxy and voting instructions template will be available on
the Company’s website at www.capman.com/shareholders/general-meetings/ as from
12 February 2021 at 12.00 noon (EET) or shortly thereafter.

The proxy representative of a shareholder shall deliver duly populated and
signed proxy documents together with the signed and duly populated advance
voting form in accordance with the instructions set out on the form to Euroclear
Finland Oy by post to the address Euroclear Finland Oy, AMG/CapMan Plc, P.O Box
1110, FI-00101 Helsinki or by email to the address yhtiokokous@euroclear.eu
before the expiry of the registration and advance voting period (10 March 2021
at 4.00 p.m. (EET)), by which time the documents must have been received by the
Company. A proxy representative cannot vote in the electronic advance voting
system.

Only delivering proxy documents to the Company or Euroclear Finland Oy does not
result in the shareholder’s advance votes being taken into account. The
successful registration of a shareholder and the shareholder’s advance votes
also requires that the proxy representative registers and votes in advance on
behalf of the shareholder in the manner set out in this notice.

If a shareholder wishes to participate in the General Meeting by means of
several proxy representatives representing the shareholder with shares on
different book-entry accounts, separate proxy documents for each book-entry
account shall be provided and the shares by which each proxy representative
represents the shareholder shall be identified in the proxy documents.

Further information will also be available on the Company's website at
www.capman.com/shareholders/general-meetings/.

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 the shareholder on the
record date of the General Meeting, on 5 March 2021, would be entitled to be
registered in the Company’s shareholders’ register held by Euroclear Finland Oy.
The right to participate in the General Meeting requires, in addition, that the
shareholder on the basis of such shares has been registered into the temporary
shareholders’ register held by Euroclear Finland Oy at the latest by 12 March
2021 at 10:00 a.m. (EET).

A holder of nominee-registered shares is advised to request necessary
instructions regarding the registration in the Company’s temporary shareholders’
register, 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 register a holder of nominee-registered
shares, who wishes to participate in the General Meeting, in the Company’s
temporary shareholders’ register within the registration period applicable to
nominee-registered shares. The account management organization of the custodian
bank shall also take care of the voting in advance on behalf of the holders of
nominee-registered shares within the registration period applicable to nominee
-registered shares.

Further information will also be available on the Company’s website at
www.capman.com/shareholders/general-meetings/.

1. Counterproposals, right to ask questions and other information

Shareholders representing at least one hundredth (1/100) of all the shares in
the Company have the right to pose counterproposals concerning the matters on
the agenda of the General Meeting to be placed for a vote. Such counterproposals
shall be delivered to the Company by email to agm@capman.com at the latest by 9
February 2021 at 4:00 p.m. (EET), by which time the counterproposals must have
been received by the Company. In connection with making a counterproposal,
shareholders are required to provide adequate evidence of their shareholding.

A counterproposal is eligible for voting at the General Meeting if the
shareholder who has made the counterproposal has the right to attend the meeting
and on the record date of the General Meeting represents at least one hundredth
(1/100) of all shares in the Company. If a counterproposal is not eligible for
voting at the General Meeting, the votes given in favour of such a
counterproposal will not be taken into account. The Company will publish
potential counterproposals eligible for voting on the Company‘s website at
www.capman.com/shareholders/general-meetings/ on 12 February 2021.

A shareholder has the right to ask questions with respect to the matters to be
considered at the General Meeting pursuant to Chapter 5, Section 25 of the
Finnish Limited Liability Companies Act. Such questions must be sent by email to
agm@capman.com at the latest by 3 March 2021 at 4:00 p.m. (EET), by which time
the questions must have been received by the Company.

Such questions by shareholders, responses to such questions by the Company‘s
Management Group as well as other counterproposals than those eligible for
voting will be available on the Company‘s website at
www.capman.com/shareholders/general-meetings/ as from 8 March 2021. In
connection with asking questions, shareholders are required to provide adequate
evidence of their shareholding.

On the date of this notice, 4 February 2021, the total number of shares in
CapMan is 156,458,970, which equals 156,458,970 votes.

Changes in share ownership after the record date of the General Meeting do not
affect the right to participate in the General Meeting or a shareholder’s number
of votes at the General Meeting.

In Helsinki, on 4 February 2021

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 close to €4 billion in assets under
management, our objective is to provide attractive returns and innovative
solutions to investors. We have a broad presence in the unlisted market through
our local and specialised teams. Our investment strategies cover Private Equity,
Real Estate and Infra. We also have a growing service business that includes
procurement services, wealth management, and analysis, reporting and back office
services. Altogether, CapMan employs around 150 people in Helsinki, Stockholm,
Copenhagen, London and Luxembourg. We are a public company listed on Nasdaq
Helsinki since 2001 and a signatory of the UN Principles for Responsible
Investment (PRI) since 2012. Read more at www.capman.com.

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