CapMan Oyj — Proxy Solicitation & Information Statement 2023

Feb 2, 2023

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
2 February 2023 at 08:15 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, 15
March 2023 at 10:00 a.m. (EET) at Kämp Symposion at the address Pohjoisesplanadi
29, 00100 Helsinki. The reception of persons who have registered for the meeting
and the distribution of voting tickets will commence at 9:30 a.m. (EET).

CapMan provides the option for shareholders to exercise their voting rights
without having to be physically present at the General Meeting by voting in
advance. In addition, the shareholders can follow the General Meeting via a
webcast, to which an access link will be sent prior to the General Meeting.
Shareholders have the option to ask questions in advance with respect to the
matters to be considered at the General Meeting. For further instructions,
please refer to Section C “Instructions for the participants of the General
Meeting” of this notice.

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

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

4. Recording the legality of the General Meeting

5. Recording the attendance 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 2022

Review by the CEO and by the auditor concerning the auditor's report.

The Company's Annual Report 2022 will include the Company's Annual Accounts, the
Report of the Board of Directors and the Auditor's Report, and it will be made
available on the Company's website at www.capman.com/shareholders/general
-meetings/ on 21 February 2023 at the latest.

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 2022,
CapMan's distributable funds amounted to approximately EUR 45.7 million.

The Board of Directors proposes to the General Meeting that a dividend and
equity repayment in the total amount of EUR 0.17 per share would be paid for the
financial period that ended on 31 December 2022 based on the balance sheet
adopted for 2022. The dividend and equity repayment would consist of a dividend
portion that would equal EUR 0.08 per share and an equity repayment portion that
would equal EUR 0.09 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 would be EUR 0.09 per share and would consist of a dividend
portion that would equal EUR 0.04 per share and an equity repayment portion that
would equal EUR 0.05 per share. The first instalment would be paid to a
shareholder who on the record date of the payment, 17 March 2023 is registered
as a shareholder in the shareholders' register of the Company maintained by
Euroclear Finland Oy. The first instalment would be paid on 24 March 2023.

The second instalment would be EUR 0.08 per share and would consist of a
dividend portion that would equal EUR 0.04 per share and an equity repayment
portion that would equal EUR 0.04 per share. The second instalment would be paid
in September 2023 to a shareholder who on the record date of the payment is
registered as a shareholder in the shareholders' register of the Company
maintained by Euroclear Finland Oy. The Board of Directors would resolve on the
payment separately and would confirm the record and payment dates for the second
instalment in its meeting scheduled for 13 September 2023. The preliminary
record date for the second instalment would be 15 September 2023 and the
preliminary payment date 22 September 2023.

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

2. Presentation and adoption of the remuneration policy for the Company's
   governing bodies

Presentation of the updated remuneration policy for the Company's governing
bodies and an advisory 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 made available on CapMan Plc's website www.capman.com/shareholders/general
-meetings/ by 21 February 2023 at the latest.

1. Presentation of the Company's Remuneration Report

The Company's Remuneration Report for the financial year 2022 will be made
available on the Company's website www.capman.com/shareholders/general-meetings/
on 21 February 2023 at the latest.

1. Resolution on the remuneration of the members of the Company's 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 next Annual General Meeting are as follows:

· Chair of the Board of Directors: EUR 5,000/month (2022: EUR 5,000)
· Deputy Chair of the Board of Directors: EUR 4,000/month (2022: EUR 4,000)
· Chair of the Audit Committee: EUR 4,000/month (2022: EUR 4,000), if he/she
is not simultaneously acting as Chair or Deputy Chair of the Board of Directors
· Board members: EUR 3,250/month (2022: 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 (2022: EUR 800) and the members of the Board and
Board's Committees be paid a fee of EUR 400 per meeting (2022: EUR 400) in
addition to their monthly remuneration, that the remuneration of the members of
the Board of Directors includes other possible incidental expenses and that the
travel expenses be compensated in accordance with the Company's compensation
policy.

1. Resolution on the number of members of the Company's 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 six (6).

1. Election of members of the Company's Board of Directors

The Shareholders' Nomination Board proposes to the General Meeting that the
following persons be elected members of the Board of Directors for a term ending
at the end of the next Annual General Meeting:

Proposed to be re-elected:

· Johan Bygge
· Catarina Fagerholm
· Johan Hammarén
· Mammu Kaario
· Olli Liitola

The Shareholders' Nomination Board further proposes to the General Meeting that
the Company's current CEO Joakim Frimodig be elected as a new member of the
Board of Directors for the above-mentioned term of office.

All candidates have given their consent to the position. In addition, the
candidates have indicated that if they come as elected, they will choose Joakim
Frimodig as the Chair of the Board of Directors and Mammu Kaario as the Deputy
Chair of the Board of Directors.

The current Chair of the Board of Directors, Andreas Tallberg, 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 Joakim Frimodig are independent of the Company and all
candidates other than Joakim Frimodig and Johan Hammarén are independent of the
Company's significant shareholders. Joakim Frimodig is non-independent of the
Company due to his CEO position in the Company during the past 3 years. Joakim
Frimodig and Johan Hammarén are 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 in CapMan.

The CV of the proposed new member of the Board of Directors can be found at
www.capman.com/shareholders/general-meetings/. The CVs of the members of the
Board of Directors to be re-elected can be found at
www.capman.com/shareholders/governance/board-of-directors/.

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 the 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 Kristina Sandin, APA, would act as the auditor with
principal responsibility.

1. Amendment of the Articles of Association

The Board of Directors proposes that Article 10 of the Articles of Association
be amended to enable holding a general meeting entirely without a meeting venue
as a so-called remote meeting in addition to the Company's domicile Helsinki. In
its amended form, said provision of the Articles of Association would read as
follows:

“10 NOTICE OF A GENERAL MEETING OF SHAREHOLDERS

The notice of a General Meeting shall be delivered by publishing the notice of
meeting on the company's webpage and as stock exchange release no more than
three (3) months and no less than three (3) weeks prior to the General Meeting,
however, always at least nine (9) days prior to the record date of the General
Meeting set forth in Chapter 4, Section 2.2 of the Finnish Companies Act. The
Board of Directors may in addition decide to publish the notice in other ways.

The General Meeting shall be organized in Helsinki. In addition, the Board of
Directors may also resolve on organizing the General Meeting without a meeting
venue whereby the shareholders have the right to exercise their power of
decision in full in real time during the meeting using telecommunication
connection and technical means.”

It is proposed that the Articles of Association remain unchanged in other
respects.

The proposal is based on the legislative changes to Chapter 5 of the Finnish
Companies Act, including the possibility to arrange remote general meetings. The
legislative changes are based on the premise that shareholder rights shall not
be compromised, and that all participating shareholders are able to exercise
their full shareholder rights, including the right to present questions and to
vote, in real time during the general meeting, irrespective of the chosen
general meeting format. The possibility to organise remote general meetings
enables the Company to be prepared for rapidly changing conditions in the
Company's operating environment and society in general, due to for example
pandemics. It is important for the Company to have means to offer its
shareholders the possibility to exercise their shareholder rights and resolve on
any matters presented to a general meeting under any circumstances.

1. Authorising the Company's 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 8.86 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 16 March 2022 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 2024.

1. Authorising the Company's 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
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 8.86 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 16 March 2022 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 2024.

1. Authorising the Company's Board of Directors to decide on charitable
   contributions

The Board of Directors proposes to the General Meeting that the Board be
authorised 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 contributions.

The authorisation would be effective until the next Annual General Meeting.

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 the Company's website at
www.capman.com/shareholders/general-meetings/. The Company's revised
Remuneration Policy for the governing bodies, Remuneration Report as well as the
Annual Report 2022, 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/shareholders-financial-reports
-annual-reports/ on 21 February 2023 at the latest. Copies of these documents
and this notice will be sent to shareholders upon request. 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 29 March 2023.

C. Instructions for the participants of the General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered in the shareholders' register of the Company
held by Euroclear Finland Oy on the record date of the General Meeting, 3 March
2023, 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 shareholders' register of the Company. The use of proxies
is described below.

Registration for the General Meeting will begin on 8 February 2023 at 12:00 noon
(EET). 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 General Meeting no later than by 10 March 2023 at 4.00 p.m. (EET) by giving
a prior notice of participation, by which time the notice must be received by
the Company. The registration for the General Meeting can be done in the
following ways:

a) On the Company's website at www.capman.com/shareholders/general-meetings/

Electronic registration requires that the shareholder or its statutory
representative or proxy representative uses strong electronic authentication
either by Finnish or Swedish bank ID or mobile certificate.

b) By email or by regular mail

Alternatively, a shareholder may send the notice of participation to Innovatics
Oy, Annual General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520
Helsinki, Finland or by email to agm@innovatics.fi.

In connection with the registration, a shareholder is required to provide the
requested personal information, such as their name, birth date or business
identity code, contact details and the name of a proxy representative or
assistant, if any, and the birth date of the proxy representative. The personal
data given to the Company by shareholders is only used in connection with the
General Meeting and with the processing of related necessary registrations.

The shareholder, their authorized representative or proxy representative, if
any, shall be able to prove their 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 the shareholder on the
record date of the General Meeting, on 3 March 2023, would be entitled to be
registered in the shareholders' register of the Company held by Euroclear
Finland Oy. In addition, the right to participate in the General Meeting
requires that the shareholder, on the basis of such shares, has been temporarily
registered into the shareholders' register held by Euroclear Finland Oy at the
latest by Friday, 10 March 2023 at 10:00 a.m. (EET). With regard to nominee
-registered shares, this constitutes due registration for the General Meeting.
Changes in share ownership following the record date of the General Meeting do
not have an impact on the right to participate in the General Meeting nor on the
number of votes of the shareholder.

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 voting instructions,
registration for the General Meeting as well as advance voting from their
custodian bank without delay. The account management organisation of the
custodian bank shall temporarily register the holder of nominee-registered
shares, who wishes to participate in the General Meeting, in the shareholders'
register of the Company within the registration period stated above at the
latest. If necessary, the account management organisation of the custodian bank
shall also take care of the advance voting 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. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise its rights at
the meeting by way of proxy representation. Shareholders proxy representative
may also vote in advance in the manner described in this notice. A proxy
representative must use their personal strong electronic authentication when
registering through the electronic registration service for the meeting and
advance voting, after which they can register and vote in advance on behalf of
the represented shareholder. A proxy representative shall present a dated proxy
document or otherwise in a reliable manner demonstrate their right to represent
the shareholder at the General Meeting. If a shareholder participates in the
General Meeting by means of several proxy representatives representing the
shareholder with shares in 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
connection with the registration for the General Meeting.

The proxy documents, if any, should be delivered primarily as an attachment in
connection with electronic registration or alternatively by mail to Innovatics
Oy, Annual General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520
Helsinki, Finland or by e-mail to agm@innovatics.fi before the expiry of the
registration period, by which time the documents must be received by Innovatics
Oy. In addition to delivering the proxy documents the shareholder or its proxy
representative shall also register to the General Meeting in the manner set out
above in this notice.

Shareholders that are legal entities can also use the electronic Suomi.fi
authorisation service for authorising their proxies instead of using the
traditional proxy authorisation. In this case, the shareholder that is a legal
entity authorises a representative appointed by it in the Suomi.fi service at
www.suomi.fi/e-authorizations (using the authorisation topic “Representation at
the General Meeting”). In connection with registering, the representative must
identify themselves with strong electronic authentication, after which they can
register and vote in advance. The strong electronic authentication works with
personal banking codes or a mobile certificate. For more information, see
www.suomi.fi/e-authorizations.

1. Advance voting

Shareholders with a Finnish book-entry account may vote in advance on certain
matters on the agenda of the General Meeting during the period from 8 February
2023 at 12:00 noon (EET) until 10 March 2023 at 4:00 p.m. (EET). Advance voting
can be done in the following ways:

a) On the Company's website at www.capman.com/shareholders/general-meetings/

Voting in advance electronically requires that the shareholder or its statutory
representative or proxy representative uses strong electronic authentication
either by Finnish or Swedish bank ID or mobile certificate.

b) By regular mail or email

A shareholder may submit the advance voting form available on the Company's
website or corresponding information to Innovatics Oy by mail to Innovatics Oy,
Annual General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki,
Finland or by e-mail to agm@innovatics.fi. The advance votes must be received by
Innovatics Oy before the expiry of the advance voting period. Submission of the
votes before the expiry of the registration and advance voting period in this
manner constitutes due registration for the General Meeting, provided that they
contain the above-mentioned information required for the registration.

A shareholder who has voted in advance cannot request information under the
Finnish Companies Act or request a vote at the General Meeting if they or their
proxy representative is not present at the General Meeting venue.

With regards to holders of nominee-registered shares, the advance voting is
performed via the account management organisation. The account management
organisation may vote in advance on behalf of the holders of nominee-registered
shares it represents, in accordance with the voting instructions provided by
them, during the advance voting period for holders of nominee-registered shares.

A proposal subject to advance voting is considered to have been presented
unchanged at the General Meeting. Conditions related to the electronic advance
voting and other related instructions are available on the Company's website at
www.capman.com/shareholders/general-meetings/.

1. Other instructions and information

The General Meeting is conducted in Finnish.  The meeting venue and meeting
arrangements will take relevant health and safety precautions to ensure a safe
General Meeting. The Company encourages registrants to the General Meeting to
vote in advance and to refrain from participating in person in case of
experiencing flu-like symptoms.

Shareholders, who have registered for the General Meeting, can follow the
General Meeting via a webcast. Instructions on following the webcast will be
provided by email to shareholders prior to the General Meeting. Following the
meeting via webcast is not considered participating in the General Meeting or
exercising shareholder rights.

A shareholder may ask questions in advance with respect to the matters to be
considered at the General Meeting. Such questions must be sent by email to
agm@capman.com at the latest by 1 March 2023 at 4:00 p.m. (EET), and the Company
will seek to address the questions on its website at
www.capman.com/shareholders/general-meetings/ by 6 March 2023. Questions asked
in the way described above are not considered questions pursuant to Chapter 5,
Section 25 of the Finnish Companies Act. Pursuant to Chapter 5, Section 25 of
the Finnish 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.

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.

On the date of this notice, 2 February 2023, the total number of shares in
CapMan is 158,054,968 which equals 158,054,968 votes. On the date of this notice
the Company holds a total of 26,299 of its own shares.

In Helsinki, on 2 February 2023

CAPMAN PLC

Board of Directors

For additional information, please contact:
Tiina Halmesmäki, General Counsel, CapMan Plc, tel. +358 40 590 1043

DISTRIBUTION
Nasdaq Helsinki
Principal media
www.capman.com

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value
creation and over €5 billion in assets under management. Our objective is to
provide attractive returns and innovative solutions to investors. We are
dedicated to set science-based targets to reduce our greenhouse gas emissions in
line with the Paris Agreement. We have a broad presence in the unlisted market
through our local and specialised teams. Our investment strategies cover
minority and majority investments in portfolio companies and real estate, and
infrastructure assets. We also provide wealth management solutions. Our service
business includes procurement services. Altogether, CapMan employs approximately
190 professionals in Helsinki, Stockholm, Copenhagen, Oslo, London and
Luxembourg. We are listed on Nasdaq Helsinki since 2001. www.capman.com

Attachments: