CapMan Oyj — Share Issue/Capital Change 2018

Feb 1, 2018

CapMan Board resolved on a new investment-based long-term incentive plan for key employees

CapMan Board resolved on a new investment-based long-term incentive plan for key employees

CapMan Plc Stock Exchange Release                               1 February 2018
at 10.00 a.m. EET
CapMan Board resolved on a new investment-based long-term incentive plan for key
employees
The Board of Directors of CapMan Plc has resolved to establish a new Performance
Share Plan 2018-2021 for Group management, as well as selected Group key
employees. The participants are committed to shareholder value creation by
investing a significant amount into the CapMan Plc share, which is the
prerequisite for the participation in the plan. In addition, the aim of the new
long-term incentive plan is to retain the 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. Following the decision, CapMan will not
grant new options from the ongoing option plans 2013 and 2016.
The new plan includes one performance period. The performance period will
commence on 1 April 2018 and end on 31 March 2021. The participants may earn a
matching reward and a performance-based reward from the performance period.
The prerequisite for receiving reward on the basis of the plan is that a
participant acquires company's shares or allocates previously owned company's
shares up to the number determined by the Board of Directors. The performance-
based reward from the plan is based on the company share's Total Shareholder
Return (TSR) and on a participant's employment or service upon reward payment.
The rewards from the Plan will be paid fully in the company's shares in 2021.
The Board shall resolve whether new Shares or existing Shares held by the
Company are given as reward. As a general rule, no reward will be paid, if a
participant's employment or service ends before the reward payment. The shares
paid as reward may not be transferred during the lock-up period established for
the shares. The lock-up period will end in 2022.
The target group of the Plan consists of approximately 20 people, including the
members of the Management Group. The rewards to be paid on the basis of the
performance period amount up to a maximum of approximately 6.0 million CapMan
Plc shares, indicating a maximum dilution of 4.0 %.
As a general rule, a participant must hold a minimum of 25 per cent of the gross
shares given on the basis of the plan, until the participant's shareholding in
the company in total corresponds to the value of the participant's fixed annual
gross salary and for as long as the participant's employment or service in a
company belonging to the Group continues.
For further information, please contact:
Andreas Tallberg, Chairman of the Board of Directors, CapMan Plc, tel.
+358 40 700 2252

CAPMAN PLC
BOARD OF DIRECTORS
DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
www.capman.com
CapMan
www.capman.com
CapMan is a leading Nordic private asset expert with an active approach to
value-creation in its target companies and assets. 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 and created substantial
value in these businesses and assets over the last 28 years. CapMan has today
118 private equity professionals and manages approximately €2.8 billion in
assets under management. We mainly manage the assets of our customers, the
investors, but also make investments from our own balance sheet. Our objective
is to provide attractive returns and innovative solutions to investors. Our
current investment strategies cover Real Estate, Buyout, Russia, Credit, Growth
Equity and Infrastructure. We also have a growing service business that
currently includes procurement services (CaPS), fundraising advisory (Scala Fund
Advisory), and fund management services.

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