CapMan Oyj — Proxy Solicitation & Information Statement 2025

Feb 13, 2025

CapMan Plc's Notice to the Annual General Meeting

CapMan Plc's Notice to the Annual General Meeting

CapMan Plc
Stock Exchange Release
13 February 2025 8:05 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 Tuesday, 25
March 2025 at 1:00 p.m. (EET) at Little Finlandia at the address Karamzininranta
4, 00100 Helsinki. The reception of persons who have registered for the meeting
and the distribution of voting tickets will commence at 12:30 p.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. 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 persons 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 Financial Statements, the Report of the Board of
   Directors and the Auditor's Report for the year 2024

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

The Company's Annual Report 2024, including the Company's Financial Statements,
the Report of the Board of Directors and the Auditor's Report, will be made
available on the Company's website at
www.capman.com/shareholders/governance/general-meetings/ at the beginning of
week 10.

1. Adoption of the Financial Statements

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

According to the Financial Statements for the financial year ended 31 December
2024, CapMan'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 annual accounts adopted for the financial
year ended on 31 December 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
opening 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.

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

2. Presentation and advisory resolution on the adoption of the Company's
   Remuneration Report

The Company's Remuneration Report for the financial year 2024 will be made
available on the Company's website
www.capman.com/shareholders/governance/general-meetings/ at the beginning of
week 10.

The Board of Directors proposes to the General Meeting that the Company's
remuneration report for governing bodies for the financial year 2024 is adopted
through an advisory resolution.

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 5,450/month (2024: EUR 5,000)
· Deputy Chair of the Board of Directors: EUR 4,350/month (2024: EUR 4,000)
· Chair of the Audit Committee: EUR 4,350/month (2024: EUR 4,000), if he/she
is not simultaneously acting as Chair or Deputy Chair of the Board of Directors
· Board members: EUR 3,500/month (2024: EUR 3,250)

The Shareholders' Nomination Board further proposes to the General Meeting that
for participation in meetings of the Board of Directors and its Committees, the
Chairs be paid a fee of EUR 800 per meeting (2024: EUR 800) and the members of
the Board and its Committees be paid a fee of EUR 400 per meeting (2024: EUR
400) in addition to their monthly fee, that the remuneration of the Board
members includes other possible incidental expenses and that the travel expenses
be compensated in accordance with the Company's travel 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).

However, should any number of the candidates proposed by the Shareholders'
Nomination Board for any reason not be available at the General Meeting for
election to the Board of Directors, the proposed number of Board members shall
be decreased accordingly.

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 re-elected as members of the Board of Directors for a term
of office ending at the end of the next Annual General Meeting:

· Johan Bygge
· Catarina Fagerholm
· Joakim Frimodig
· Mammu Kaario

The Shareholders' Nomination Board further proposes to the General Meeting that
Ari Kaperi and Eva Lindholm be elected as new members of the Board of Directors
for a term of office ending at the end of the next Annual General Meeting.

Johan Hammarén and Olli Liitola have informed the Shareholders' Nomination
Board, that they will no longer be available to be elected as Board members.

Should any of the candidates presented above for any reason not be available at
the General Meeting for election to the Board of Directors, the remaining
available candidates are proposed to be elected in accordance with the proposal
by the Shareholders' Nomination Board.

All candidates have given their consent to the position. The candidates have
indicated that if they come as elected, they will choose Joakim Frimodig as the
Chair of the Board of Directors.

According to the information available to the Shareholders' Nomination Board,
all candidates other than Joakim Frimodig are independent of the Company and its
significant shareholders. Joakim Frimodig is non-independent of the Company
since he holds a position of an Executive Chair of the Company and has had an
employment relationship with the Company in the last three years, and non
-independent of a significant shareholder since he is a board member in
Silvertärnan Ab which holds more than 10 % of CapMan shares.

In relation to the Board of Directors' selection procedure, the Shareholders'
Nomination Board recommends that shareholders evaluate and vote on the Board
candidate list as a whole at the Annual General Meeting. This recommendation is
given on the basis that it is the Shareholders' Nomination Board's
responsibility to ensure that the proposed Board not only has individually
qualified members but also collectively offers the optimal mix of expertise and
experience for the Company and meets the diversity and other requirements of the
Finnish Corporate Governance Code for listed companies.

The CVs of the proposed new members of the Board of Directors can be found at
www.capman.com/shareholders/governance/general-meetings/. The CVs of the
proposed 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 and the Sustainability
   Reporting Assurance Provider

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. The Board of Directors also proposes
that remuneration shall be paid to the sustainability reporting assurer against
a reasonable invoice for measures related to the review of sustainability
reporting.

1. Election of the Auditor and the Sustainability Reporting Assurance Provider

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 accountant firm, 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.

It is further noted that in accordance with the transitional provision of the
Act Amending the Limited Liability Companies Act (1252/2023), Ernst & Young Oy,
if elected as the auditor for the financial year 2025, will also act as the
assurer of the Company's sustainability reporting until the end of the next
Annual General Meeting.

Ernst & Young Oy has notified the company that Kristina Sandin would act as the
responsible sustainability reporting assurer.

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 17,500,000 shares in total, which
corresponds to approximately 9.89 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 27 March 2024 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 2026.

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 17,500,000 shares in total, which corresponds to approximately 9.89 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 27 March 2024 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 2026.

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/governance/general-meetings/. The Company's
Remuneration Report as well as the Annual Report 2024, including the Financial
Statements, the report of the Board of Directors and the Auditor's report, will
be available at www.capman.com/shareholders/result-reports/reports/ at the
beginning of week 10. 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 available at the General Meeting. The minutes of
the General Meeting will be available on the Company's website at
www.capman.com/shareholders/governance/general-meetings/ no later than on 8
April 2025.

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, 13 March
2025, 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 14 February 2025 at 10:00
a.m. (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 by giving a prior notice of participation no later than 19
March 2025 at 4:00 p.m. (EET), 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/governance/general
-meetings/. Electronic registration requires that the shareholder or its
statutory representative or proxy representative uses strong electronic
authentication either by Finnish, Swedish or Danish bank ID or mobile
certificate.

b) by e-mail by submitting the registration and advance voting form available on
the Company's website www.capman.com/shareholders/governance/general-meetings/
or equivalent information to agm@innovatics.fi.

c) by mail by submitting the registration and advance voting form available on
the Company's website www.capman.com/shareholders/governance/general-meetings/
or equivalent information to Innovatics Oy, General Meeting / CapMan Plc,
Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

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, phone number and/or email, address and the name and birth date of
a proxy representative or assistant, if any, and the proxy representative's
phone number and/or email. 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.

A shareholder, and their authorized representative or proxy representative, if
any, shall be able to prove their identity and/or right of representation at the
General Meeting upon request.

Further information on registration and advance voting is available by telephone
during the registration period of the General Meeting by calling Innovatics Oy
at +358 10 2818 909 on weekdays from 9:00 a.m. (EET) to 12:00 p.m. (EET) and
from 1:00 p.m. (EET) to 4:00 p.m. (EET).

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 would
be entitled to be registered in the shareholders' register of the Company held
by Euroclear Finland Oy on the record date of the General Meeting 13 March 2025.
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 20
March 2025 at 10:00 a.m. (EET). With regard to nominee-registered shares, this
constitutes due registration for the General Meeting. Changes in shareholding
after the record date of the General Meeting do not affect 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 by the above-mentioned date at the latest, and, if
needed, 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/governance/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. A proxy representative may also vote
in advance on behalf of the shareholder in the manner described in this notice.
The proxy representative must use their personal strong electronic
authentication when registering through the electronic registration service,
after which they will be able to 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.

Alternatively, shareholders that are legal entities can also use the electronic
Suomi.fi authorisation service for authorising their proxies. In this case, the
proxy representative is appointed by such shareholder in the Suomi.fi service at
www.suomi.fi/e-authorizations (using the authorisation topic “Representation at
the General Meeting”). In connection with the registration, the representative
must identify themselves with strong electronic authentication, after which they
will be able to 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 14 February
2025 at 10:00 a.m. (EET) until 19 March 2025 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/governance/general
-meetings/. Login to the service is done in the same way as for registration in
section C.1 of this notice.

b) by e-mail by submitting the registration and advance voting form available on
the Company's website www.capman.com/shareholders/governance/general-meetings/
or equivalent information to agm@innovatics.fi.

c) by mail by submitting the registration and advance voting form available on
the Company's website www.capman.com/shareholders/governance/general-meetings/
or equivalent information to Innovatics Oy, General Meeting / CapMan Plc,
Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

The advance votes must be received by the Company or Innovatics Oy, as
instructed, 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 regard 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/governance/general-meetings/.

1. Other instructions and information

The General Meeting is conducted in Finnish.

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.

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 shareholding after the record date of the General Meeting do not
affect the right to participate in the General Meeting nor on the number of
votes of the shareholder.

On the date of this notice, 13 February 2025, the total number of shares in
CapMan is 176,878,210 which equals 176,878,210 votes. On the date of this notice
the Company holds a total of 26,299 of its own shares.

In Helsinki, on 13 February 2025

CAPMAN PLC

Board of Directors

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value
creation and €6.1 billion in assets under management. As one of the private
equity pioneers in the Nordics we have developed hundreds of companies and
assets creating significant value for over three decades. Our objective is to
provide attractive returns and innovative solutions to investors by enabling
change across our portfolio companies. An example of this is greenhouse gas
reduction targets that we have set under the Science Based Targets initiative in
line with the 1.5°C scenario and our commitment to net-zero GHG emissions by
2040. We have a broad presence in the unlisted market through our local and
specialised teams. Our investment strategies cover real estate and
infrastructure assets, natural capital and minority and majority investments in
portfolio companies. We also provide wealth management solutions. Altogether,
CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm,
Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since
2001. www.capman.com

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