CapMan Oyj — Share Issue/Capital Change 2022

Mar 16, 2022

CapMan Board resolved on a new investment-based long-term incentive plan and the payment of the vested reward from the 2020 incentive plan

CapMan Board resolved on a new investment-based long-term incentive plan and the payment of the vested reward from the 2020 incentive plan

CapMan Plc Stock Exchange Release
16 March 2022 at 4:10 p.m. EET

CapMan Board resolved on a new investment-based long-term incentive plan and the
payment of the vested reward from the 2020 incentive plan

The Board of Directors of CapMan Plc (the “Company”) has resolved to establish a
new Performance Share Plan 2022-2025 (the “Plan”) for CapMan 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 align remuneration with
CapMan’s sustainability agenda, 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.

The new Plan includes three performance periods. The performance periods will
commence on 1 April 2022 and end on 31 March 2023, 2024, and 2025, respectively.
The participants may earn a performance-based reward from each of the
performance periods and a matching reward from the 2022-2025 period.

The prerequisite for receiving a reward from the Plan is that a participant
acquires Company shares or allocates previously owned Company shares to the Plan
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), the achievement of sustainability-linked targets, and on a participant’s
employment or service upon reward payment. The sustainability-linked targets are
to be set by CapMan Plc’s board by the end of March 2023.

The rewards from the Plan will be paid in the Company’s shares in 2024, 2025,
and 2026. The Board of Directors 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
periods established for the shares. The lock-up periods will end in April 2025,
2026, and 2027.

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 periods amount up to a maximum of approximately 4.5 million CapMan
Plc shares, indicating a dilution of less than 3.0 per cent.

As a general rule, a participant must hold a minimum of 25 per cent of the
shares given on the basis of the Plan, until the participant’s shareholding in
the company corresponds to the amount of the participant’s fixed annual gross
salary and for as long as the participant’s employment or service in a Group
company continues.

To facilitate participants’ investment into the new Plan, CapMan Plc’s Board of
Directors has decided on the early payment of the vested reward shares from the
2020 incentive plan. The payment will take place after the vesting point on 13
April 2022. The number of shares to be issued will depend on the achieved TSR at
the vesting point. The maximum potential number of shares issued is 2.9 million.
The reward shares shall be subject to transfer restrictions until the end of
April 2024. Irrespective of the early payment, the plan will remain in force
until the end of its performance period on 31 March 2023 in line with the
original terms. The issuance of shares for the reward payment will be completed
by using the existing share issue authorisation given by the 2022 Annual General
Meeting.

Andreas Tallberg, Chairman of the Board of CapMan Plc: “CapMan has demonstrated
strong growth and successfully achieved its strategic objectives over the past
years. In line with the growth strategy, the Company has completed several key
recruitments and a new performance share plan will help incentivise these
joiners. The Company has also progressed on its sustainability strategy. The
inclusion of sustainability-linked targets in the long-term incentives plan
aligns remuneration with the Company’s overall sustainability objectives.”

CAPMAN PLC

Board of Directors

For further information, please contact:
Andreas Tallberg, Chairman of the Board of Directors, CapMan Plc, tel. +358 40
700 2252

DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
www.capman.com

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value
creation. As one of the private equity pioneers in the Nordics we have built
value in unlisted businesses, real estate, and infrastructure for over three
decades. With over to €4.5 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 and analysis, reporting and back office services.
Altogether, CapMan employs approximately 160 professionals in Helsinki,
Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq
Helsinki since 2001.

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