CapMan Oyj — Remuneration Information 2026

Mar 2, 2026

CapMan

CAPMAN IN 2025

CORPORATE GOVERNANCE

REMUNERATION

REPORT OF THE BOARD OF DIRECTORS

FINANCIAL STATEMENTS

SUSTAINABILITY

三

ANNUAL REPORT 2025

Remuneration

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CapMan
CAPMAN IN 2025
CORPORATE GOVERNANCE
REMUNERATION
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
SUSTAINABILITY

CapMan – Remuneration Report 2025

This Remuneration Report (“Report”) of CapMan Plc (“CapMan” or “Company”) describes the implementation of the Company’s Remuneration Policy and provides information on the remuneration of the Company’s Board of directors (“Board”) and CEO in the financial year 2025. The Report has been prepared in accordance with Finnish legislation and the Finnish Corporate Governance Code 2025. This Report will be presented at the Annual General Meeting (“AGM”) on 25 March 2026 for advisory vote.

The AGM 2023 adopted the Remuneration Policy for Company’s governing bodies through advisory resolution. The Remuneration Policy is available on the Company’s website (www.capman.com/shareholders/governance/compensation). The Remuneration Report 2024 was adopted through advisory resolution in the AGM 2025.

1. Introduction

1.1 Implementation of the Remuneration Policy in 2025

The AGM 2025 decided on the remuneration of the members of the Board in accordance with the proposal by the Shareholders’ Nomination Board. The Shareholders’ Nomination Board consists of representatives of the largest shareholders and, thereby, the Board is not involved in the preparation of its own remuneration.

According to the decision of the AGM 2025, the members of the Company’s Board were paid monthly remuneration and meeting fees in 2025. In 2025, as in 2024, all remuneration was paid in cash. The Board fees are described in the table below.

The People and Remuneration Committee of CapMan’s Board convened four times in 2025 to prepare matters concerning the remuneration of the Company’s CEO and other management. Based on the preparation of the People and Remuneration Committee the Board decided on short-term incentive rewards to the Company’s management (other than CEO) regarding financial year 2025 which were paid in March 2026. In addition, the Board decided on the management’s (other than CEO) short-term incentive programme for the financial year of 2025. In accordance with the Board’s previous decision in principle, the CEO has not in recent years been included in the short-term incentive programmes. Based on the Company’s current situation, the Board has outlined that the CEO’s variable remuneration is to be based mainly on long-term incentives.

According to the Board’s opinion, the decision-making on remuneration complied with the decision-making process described in the Remuneration Policy, and the remuneration components are consistent with the principles set out in the Policy, and there has been no deviation from the Remuneration Policy. No clawback was exercised to the remuneration of the Board or CEO.

Role	Monthly fee (EUR)
	2024	2025
Chair of the Board	5,000	5,450
Vice Chair of the Board	4,000	4,350
Chair of the Audit and Risk Committee¹	4,000	4,350
Member	3,250	3,500
Role	Meeting fee (EUR)
---	---	---
	2024	2025
Chair of the Board	800	800
Chair of the Audit and Risk Committee	800	800
Chair of the People and Remuneration Committee	800	800
Members	400	400

¹ If he/she is not simultaneously acting as Chair or Vice Chair of the Board of Directors.

1.2 Focus on Long-Term Remuneration with a Share-Based Incentive Programme

The Company aims at maintaining attractive, competitive, fair and sustainable remuneration which strives to achieving strategic business objectives of the Company in short-term and especially in the long-term. The Board has emphasized the significance of the strategic long-term success with sustainability as the Company’s key objective by attaching the CEO’s variable remuneration entirely to long-term incentive programme including sustainability performance targets. The CEO is excluded from the short-term incentive programme.

The Company had one active share-based incentive programme at the end of 2025. The program is targeted for the CEO, management group and selected key employees, altogether approximately 25 people in the CapMan Group. The aim of the programme is to align the objectives of the shareholders and the key employees in order to increase the value of the Company in the long-term. Additionally, the programme aims to retain the key employees at the Company, and to offer them a competitive reward plan that is based on each participant investing, owning, earning and accumulating their ownership of Company’s shares. The contents of the programme is summarized below. Information about the programme is also available on the Company’s website at www.capman.com/shareholders/governance/compensation/.

CAPMAN ANNUAL REPORT 2025

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CapMan
CAPMAN IN 2025
CORPORATE GOVERNANCE
REMUNERATION
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
SUSTAINABILITY

1.2.1 Performance Share Plan 2025

The Board of Directors of CapMan Plc resolved in March 2025 to establish a Performance Share Plan 2025 (the "2025 Plan") for CapMan Group management, as well as selected Group key employees.

The aim of the 2025 Plan is to align the objectives of shareholders and the key employees in driving shareholder value creation, to which the participants are committed to by investing a significant amount into the CapMan Plc share, which is also a prerequisite for participation in the 2025 Plan. In addition, the aim of the new long-term incentive plan is to align remuneration with CapMan's sustainability agenda, to retain the 2025 Plan participants at the Company's service, and to offer them a competitive reward plan based on owning, earning and accumulating the Company's shares.

The 2025 Plan consists of annually commencing individual three-year performance periods. The target group, the maximum number of shares that can be allocated to the plan, and specific targets are decided upon annually by the Board of Directors for each performance period. The participants in the target group may earn a matching reward and a performance-based reward from each of the performance periods. The prerequisite for receiving a reward from the 2025 Plan is that a participant acquires Company shares or allocates previously owned Company shares to the 2025 Plan up to the number determined by the Board of Directors and retains the shares during the performance period. The maximum reward a participant can receive is directly determined by the number of owned shares the participant allocates to the Plan.

The rewards from the 2025 Plan will be paid at the end of each performance period subject to reaching performance targets and continuous employment. As a rule, no reward will be paid if the participant's employment or service contract has terminated before reward payment. The gross reward will be paid partly in shares and partly in cash. The cash proportion of the reward is intended to cover taxes and statutory social security contributions arising from the reward to the key employee. The Board of Directors shall resolve whether new shares or existing shares held by the Company are given as reward. All reward shares are subject to a lock-up period of one year.

Performance period 2025-2028

The first three-year performance period commenced on 1 April 2025 and end on 31 March 2028. The target group for the performance period includes all members of the Management Group, including the CEO, as well as other selected key employees. Altogether there are approximately 25 participants in the target group.

The performance targets for the Performance period 2025-2028 are linked to:

• CapMan's Total Shareholder Return (TSR) during the performance period
• Fee profit growth between FY2024 and FY2027
• Reaching group wide sustainability targets related to Environment, Employee satisfaction and Diversity during the performance period

The maximum performance reward under the 2025 Plan is 4.25x the number of shares the participant has allocated to the Plan. Of the 4.25x, a maximum of 2.5x is linked to TSR, 1.25x to Fee profit growth and 0.5x to the achievement of Sustainability targets. In addition, a matching reward of 0.25x initial allocation is paid based on continuous employment.

The maximum number of CapMan shares that can be allocated to the Performance Share Plan for the first three-year performance period is 350,000 corresponding to a maximum gross reward of 1,575,000 CapMan shares if all performance targets are achieved in full.

1.2.2 Performance Share Plan 2022-2025

The Performance Share Plan 2022-2025 (the "Plan") includes three performance periods. The performance periods commenced on 1 April 2022. Two first performance periods ended on 31 March 2023 and 31 March 2024, and the third performance period ended on 31 March 2025. The participants may earn a performance-based reward from each of the performance periods and a matching reward from the 2022-2025 period. The rewards from the Plan are paid in the Company's shares one year after each reward determination, i.e. in 2024, 2025, and 2026. The shares paid as reward may not be transferred during the one-year lock-up period.

The prerequisite for receiving a reward from the Plan is that a participant acquired Company shares or allocated previously owned Company shares to the Plan up to the number determined by the Board. The reward is based on the Total Shareholder Return (TSR), the achievement of sustainability-linked targets, and on the participant's employment or service upon reward payment. The sustainability-linked targets are as follows:

• Set science-based targets for climate, have the targets validated by the Science Based Targets Initiative and thereafter follow the GHG emission reduction plan;
• Maintain the employee satisfaction eNPS survey at a high level on a yearly basis;
• Include relevant and quantifiable ESG targets in the CapMan Group employee bonus programme for all eligible personnel. ESG targets should count for minimum 5% of the employee evaluation score by April 2025;
• Set mid- and long-term percentage targets by the end of 2023 on gender diversity, including targets for appointments for Management Group and Partner level, and targets for new recruits throughout the CapMan organisation. CapMan should reach the mid-term target by April 2025.

The maximum reward under the Plan is 4.25x the number of shares the participant has allocated to the Plan. Of the 4.25x, a maximum of 3.5x is linked to TSR, 0.5x is the matching part and 0.25x is linked to the achievement of the four sustainability-linked targets with equal weights (i.e. 25% each).

Current CEO, Pia Käll, has participated in the Plan in her previous role as a member of the Management Group with the maximum number of shares determined by the Board (30 000 shares) until 15 March 2023. In connection with her appointment as the CEO in March 2023, the Board determined to increase the maximum number of the shares she is allowed to allocate to the Plan to 250 000 shares in aggregate, and Käll participated accordingly.

CAPMAN ANNUAL REPORT 2025

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CapMan
CAPMAN IN 2025
CORPORATE GOVERNANCE
REMUNERATION
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
SUSTAINABILITY

1.2.3 Outcome of Active Performance Share Plans

Long-term incentive plan	Maximum reward potential	Achievement	Pay-out year
Performance Share Plan 2022-2025	4.25x	41.24%	2024, 2026
Total shareholder return (TSR)	3.50x	30.43%
Sustainability linked targets	0.25x	75.00%
Matching	0.50x	100.00%
Performance Share Plan 2025-2028	4.50x	To be determined in 2028	2028
Total shareholder return (TSR)	2.50x
Fee profit growth FY2024-FY2027	1.25x
Sustainability linked targets	0.50x
Matching	0.25x

1.3 Development of Remuneration

The development of remuneration of the Company's Board members and CEO compared to the development of average remuneration of the Company's personnel and the Company's financial development over the past five financial years are presented in the table below.

Key figures	2021	2022	2023	2024²	2025
Company key figures
Share price on 31 December in Nasdaq Helsinki, €	3.04	2.71	2.29	1.71	1.92
Distributed dividends per share, €	0.14	0.15	0.17	0.10	0.14
TSR (Total Shareholder Return), %	30 %	- 5%	- 7%	- 15%	13 %
Turnover, €	52,784,000	67,532,000	59,364,000	57,621,000	63,033,000
Salaries and fees
CEO Joakim Frimodig, annual income, €³	376,300	453,125	129,639	0	0
CEO Pia Käll, annual income, €⁴	0	0	351,486	440,178	440,201
Average personnel cost, €⁵	185,373	171,204	180,060	172,200	177,800
Average board members' fees, €⁶	48,552	49,794	42,545	50,600	52,567
Share rewards⁷		Pay-out based on 2020–2022 (PSP 2020)	Pay-out based on 2022–2023 (PSP 2020 and for Frimodig PSP 2022)	Pay-out based on 2022–2023 (PSP 2022)
CEO Joakim Frimodig, share rewards, €	0	2,343,150	1,468,916	0	0
CEO Pia Käll, share rewards, €⁸	0	0	121,302	63,417	0
Personnel, share rewards, €	0	5,149,462	2,789,946	1,211,354	0

² 2024 figures reflect continuing operations only. The sold CaPS service business is classified as a discontinued operation as of 1 January 2024 and thus excluded from the figures.
³ In 2023, CEO Joakim Frimodig's annual income cover the time period from 1 January to 15 March 2023. Social costs have not been included in the CEO's income figures.
⁴ In 2023, CEO Pia Käll's annual income cover the time period from 15 March to 31 December 2023. Social costs have not been included in the CEO's income figures.
⁵ Personnel costs reported in the financial statements of the Company divided by the annual full-time equivalent (FTE) personnel head count, including e.g. variable remuneration and social costs (excluding share rewards).
⁶ Average remuneration paid to a Board member (monthly fee and meeting fees in total). The average figure excludes the Chair of the Board's remuneration relating to their responsibility as Executive Chair during the period March 2023 until March 2025.
⁷ The euro values presented have been calculated using the trade volume weighted average share price of the shares on their book-entry registration date. The gross number of shares rewarded has been reduced by the amount of applicable taxes before the shares were delivered.
⁸ In 2023, rewards paid from the Performance Share Plan 2020 related to Käll's previous role as the management group member.

CAPMAN ANNUAL REPORT 2025

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CapMan
CAPMAN IN 2025
CORPORATE GOVERNANCE
REMUNERATION
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
SUSTAINABILITY

2. Remuneration of the Board members in 2025

The following table includes the board members' monthly fees and meeting fees paid to the members of the Board in 2025. At the annual general meeting in March 2025, the increase of the board members' monthly fees was approved, however the meeting fees remained unchanged from year 2024. The table also includes the compensation paid to Joakim Frimodig for the role of Executive Chair of the Board. The board members' monthly and meeting fees were paid fully in cash. In addition to the board members' monthly fees and meeting fees the members of the Board have been reimbursed for travel expenses in accordance with the Company's travel compensation policy.

The Chair of the Board or the other Board members are not eligible to any additional pension payments, fringe benefits or other personnel benefits provided by the Company.

3. Remuneration of the CEO in 2025

CEO Pia Käll is entitled to an additional defined contribution-based pension plan for which the Company pays an annual premium of 10% of the participant's annual salary. The CEO's entitlement to a paid-up policy increases gradually after three years and after six years covers 100% of the cumulative additional pension saving. The retirement age of the CEO is 63 years.

Board member	Board Service 2025	Board fee 2025, €	Meeting fees 2025, €	Other compensation in 2025, €	Total Remuneration 2025, €
Bygge Johan	1 Jan – 31 Dec	41,250	5,200	0	46,450
Fagerholm Catarina	1 Jan – 31 Dec	41,250	5,600	0	46,850
Frimodig Joakim	1 Jan – 31 Dec	64,050	8,800	60,000	132,850
Hammarén Johan	1 Jan – 25 Mar	9,750	1,200	0	10,950
Kaario Mammu	1 Jan – 31 Dec	51,150	7,200	0	58,350
Kaperi Ari	25 Mar - 31 Dec	31,500	2,800	0	34,300
Liitola Olli	1 Jan – 25 Mar	9,750	2,000	0	11,750
Lindholm Eva	25 Mar - 31 Dec	31,500	2,400	0	33,900
Total	1 Jan – 31 Dec	280,200	35,200	60,000	375,400
Name	Fixed annual salary, €	Annual bonus, €	Shares, €	Supplementary pension, €
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Käll Pia	440,201	0	0	42,000

CAPMAN ANNUAL REPORT 2025

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CapMan

capman.com

CapMan Group

Ludviginkatu 6

00130 Helsinki