CapMan Oyj — Share Issue/Capital Change 2025

Mar 25, 2025

CapMan establishes a new long-term share-based incentive plan

CapMan establishes a new long-term share-based incentive plan

CapMan Plc

Stock Exchange Release / Other information disclosed according to the rules of
the Exchange

25 March 2025 at 6:10 p.m. EET

CapMan establishes a new long-term share-based incentive plan

CapMan Plc's Board of Directors has resolved to establish a new long-term share
-based incentive plan (Performance Share Plan 2025) for the CEO, Management
Group and selected key employees. The new plan is established as the final
performance period of the previous Performance Share Plan 2022 will end on 31
March 2025. The aim of the plan is to align the objectives of the shareholders
and the key employees and to retain the key employees at CapMan.

The long-term incentive plan consists of annually commencing individual three
-year performance periods. During a performance period, the target group has an
opportunity to earn CapMan shares based on achieving set performance targets.
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 prerequisite for receiving a reward from performance share plan is that a
participant allocates newly acquired or previously owned CapMan shares to the
Performance Share Plan and retains the investment during the performance period.
The reward is paid after the end of the performance period subject to reaching
the performance targets and continuous employment. As a rule, no reward will be
paid if the participant's employment or service contract is terminated before
reward payment. All reward shares are subject to a lock-up period of one year.

The first three-year performance period will commence 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 potential reward from the performance period is based on achieving
performance targets that, in order of significance, are linked to total
shareholder return, fee profit growth, sustainability, and on a participant's
employment or service upon reward payment.

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. 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.

Further information related to CapMan's share-based incentive plans is available
on the Company's website at https://capman.com/shareholders/share
-shareholders/performance-share-plans/

CAPMAN PLC

Board of Directors

Contact details:
Atte Rissanen, CFO, +358 50 040 5732

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 €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. Learn more at www.capman.com.

Attachments: