CapMan Plc
Stock Exchange Release / Other information disclosed according to the rules of
the Exchange
15 January 2026 at 11:00 a.m. EET
Proposals by CapMan‘s Shareholders' Nomination Board to the 2026 Annual General
Meeting
CapMan's Shareholders' Nomination Board (the “Nomination Board”) submits the
following proposals to the 2026 Annual General Meeting which is planned to be
held on 25 March 2026.
Board Composition
The Nomination Board proposes that the Board of Directors consists of six (6)
members and that the following persons be re-elected to 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
· Ari Kaperi
· Eva Lindholm.
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 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 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 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 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.
Board members' fees
The Nomination Board proposes to the 2026 Annual General Meeting that the
monthly fees payable to the Board members in cash for the term ending at the end
of the following Annual General Meeting are as follows:
· Chair of the Board of Directors: EUR 5,650/month (2025: EUR 5,450)
· Deputy Chair of the Board of Directors: EUR 4,500/month (2025: EUR 4,350)
· Chair of the Audit and Risk Committee: EUR 4,500/month (2025: EUR 4,350), if
they are not simultaneously acting as Chair or Deputy Chair of the Board of
Directors
· Board members: EUR 3,600/month (2025: EUR 3,500).
The Nomination Board further proposes to keep the meeting fees unchanged. The
Nomination Board thus proposes to the Annual 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 (2025: EUR 800) and the members of
the Board and its Committees be paid a fee of EUR 400 per meeting (2025: 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.
Amendment of the Charter of the Shareholders' Nomination Board
In addition, the Nomination Board proposes amendments to the Charter of the
Shareholders' Nomination Board. The proposed amendments are related to the
timing of annual formation of the Nomination Board, to the practices concerning
the nomination rights of shareholders with aggregated holdings, and to the
unanimity of decision-making of the Nomination Board. The proposed Charter of
the Shareholders' Nomination Board in its amended form is attached to this
release.
The Nomination Board comprises four members that are appointed by the four
shareholders having the largest share of the votes. Persons appointed to the
Nomination Board are:
· Stefan Björkman (Silvertärnan Ab),
· Olli Haltia (Hozainum Partners Oy),
· Rami Vehmas (Ilmarinen Mutual Pension Insurance Company), and
· Peter Immonen, (Dolobratos Oy Ab).
The Chair of CapMan Plc's Board of Directors Joakim Frimodig serves as an expert
member and shall not take part in the decision-making of the Nomination Board.
CAPMAN PLC
Essi Orenius, General Counsel, +358 40 716 7935
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 7.1 billion euros 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, real asset debt, 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, Luxembourg, and Düsseldorf. We
are listed on Nasdaq Helsinki since 2001. www.capman.com.