2022
Annual Report
2 • CAPMAN ANNUAL REPORT 2022 • GROUP
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Table of contents
Group 3
CapMan Snapshot 4
Highlights 2022 7
CEO’s review 11
Strategy 13
CapMan’s business 17
Sustainability 22
People 27
Risks 31
Corporate Governance 34
Corporate Governance
Statement 34
Board of Directors 41
Management Team 43
Report of the Board of Directors 46
Key figures 55
Key figures - CapMan Group 57
Fees and carry 58
Investment business 59
Calculation of Key Ratios 60
Financial Statements 61
Group Statement of Comprehensive
Income (IFRS) 63
Group Balance Sheet (IFRS) 64
Group Statement of
Changes in Equity (IFRS) 65
Group Cash Flow Statement (IFRS) 66
Notes to the Consolidated
Financial Statements 67
Parent Company
Income Statement (FAS) 102
Parent Company Balance Sheet (FAS) 103
Parent Company Cash Flow
Statement (FAS) 104
Notes to the Parent Company
Financial Statements (FAS) 105
Signatures to the Report of the Board
of Directors and Financial Statements 112
Auditor’s report 113
Shares and shareholders 117
Information for shareholders 118
This report considers CapMan Plc and its subsidiaries. CapMan refers
primarily to the CapMan Group. The information is as of 31 December
2022, unless otherwise stated. This report is also available in Finnish.
In the event of discrepancies, the Finnish original will supersede.
3 • CAPMAN ANNUAL REPORT 2022 • GROUP
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group
4 • CAPMAN ANNUAL REPORT 2022 • GROUP
GROUP
CapMan Snapshot
Highlights 2022
CEO’s review
Strategy
CapMan’s business
Sustainability
People
Risks
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
186
EMPLOYEES
40
PORTFOLIO
COMPANIES
224
PROPERTIES
CAPMAN SNAPSHOT
A private asset frontrunner
CapMan is a leading Nordic private asset expert with an active
approach to value creation. We have developed hundreds of
portfolio companies and real estate and created significant value
over three decades as one of the private asset frontrunners in
the Nordics. Our objective is to provide attractive returns and
innovative solutions to our increasingly international investor base.
We are setting science-based targets to reduce our greenhouse
gas emissions in line with the Paris Agreement. We have a broad
presence in the Nordic unlisted market through our specialised
teams. Our investment strategies cover minority and majority
investments in portfolio companies and real estate, and infrastruc-
ture assets. We also provide wealth management solutions. Our
service business includes procurement services. Our professionals
are based in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo,
London and Luxembourg. Our stock is listed on Nasdaq Helsinki
since 2001.
Our vision is to become the
most responsible private asset
company in the Nordics.
As a Nordic company we can
be a global frontrunner.
22
FUNDS
5
€BN ASSETS UNDER
MANAGEMENT
CAPMAN SNAPSHOT
CapMan today
1989
Capman Group
Founded
30,000+
Shareholders,
Listed on Nasdaq
Helsinki
2022
Commitment
to SBTi
€5.0bn
Assets under
management
~55%
of AUM outside
Nordics
~300
Institutional
investors as LPs
186
Employees
8
Investment &
service teams
6
Geographic
locations
14,700
employees in
portfolio companies
1,225,000
m
2
of combined area in
real estate
250+
Target s in
portfolios
HELSINKI STOCKHOLM COPENHAGEN
OSLO LUXEMBOURG LONDON
PRIVATE EQUITY REAL ESTATE INFRASTRUCTURE
5 • CAPMAN ANNUAL REPORT 2022 • GROUP
GROUP
CapMan Snapshot
Highlights 2022
CEO’s review
Strategy
CapMan’s business
Sustainability
People
Risks
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Our mission
We build value for the enrichment of
society.
Our vision
Our vision is to become the most
responsible private asset company in the
Nordics.
Our values
Active ownership
Active ownership is the basis for all
our operations. We deliver innovative
solutions proactively and with a hands-
on approach. We create lasting value by
working closely with all our stakeholders.
Home of
top performers
Broad investor base
and access to capital
internationally and
locally
Attractive offering of
innovative products
and services
Nordic sustainability
frontrunner
Vision:
The most
responsible Nordic
private asset
company
Top investment performance
through active value creation
Dedication
We are committed to entrepreneurial
drive. We are hungry but humble and
encourage continuous development and
learning.
High Ethics
We believe in integrity and transparency.
We are a reliable partner and
responsible owner respecting all our
stakeholders. We always consider the
long-term impacts of our actions.
6 • CAPMAN ANNUAL REPORT 2022 • GROUP
GROUP
CapMan Snapshot
Highlights 2022
CEO’s review
Strategy
CapMan’s business
Sustainability
People
Risks
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
CAPMAN SNAPSHOT
To become the most responsible
CapMan is a pioneering
private assets management
and investment company.
This frontrunner mindset
is reflected in our way of
working. Our roots are
Nordic but our handprint
and our networks are
global.
2022
Highlights
Growth fund made the largest exit in
CapMan’s history
In June, the CapMan Growth Equity Fund 2017 sold the semicon-
ductor equipment company
Picosun
to US-based leading semicon-
ductor equipment company Applied Materials Inc. The exit is the
largest in CapMan’s operating history, measured by the portfolio
company’s exit value. Picosun is a highly successful growth story
which achieved global recognition and a loyal customer base during
CapMan’s ownership period. The investment was very successful,
and the exit took the first Growth fund into carry.
CapMan Growth also sold its share in marketing service provider
Avidly
in the early autumn 2022. The fund invested in Avidly in
2018.
CapMan issued a
sustainability-linked bond
CapMan issued a €40 million sustainability-
linked bond as the first public company in
Finland. The bond matures in 2027 with a
fixed annual interest of 4.5%. The bond was
issued under CapMan’s Sustainability-Linked
Finance Framework. By setting up the Frame-
work, CapMan strives to contribute to solving
the major issues related to climate change
and to establish a structure for integrating
sustainability features in its financing. The
Framework has been established in accord-
ance with the Sustainability-Linked Bond
Principles (SLBP).
CapMan announced a new strategy
– objective to double assets under
management
In September CapMan announced its new
strategy and updated its long-term financial
objectives. The company’s strategic objective is
to double its assets under management to €10
billion over the next five years. Value creation for
customers remains at the core of the strategy
which in turn drives value creation for share-
holders through growth and result improvement.
Growth is sought from current investment areas
and products enabled by strong investment
returns, expanding international investment
base, and M&A. In addition, CapMan’s vision
is to be the most responsible Nordic private
assets company. A commitment to responsible
practices guides all the company’s operations,
and the success of the sustainability strategy
will be monitored through KPIs that follow GHG
emissions, employee satisfaction and diversity
of management.
7 • CAPMAN ANNUAL REPORT 2022 • GROUP
GROUP
CapMan Snapshot
Highlights 2022
CEO’s review
Strategy
CapMan’s business
Sustainability
People
Risks
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
CapMan Buyout’s newest fund, CapMan
Buyout XI, made multiple investments during
2022. In May, the fund invested in Nordic lift
modernisation market leader Hydroware. The
company has a successful history of strong
growth and is currently expanding in the large
and growing traction lift market. Buyout’s
objective is to expedite the company’s growth
story and international expansion. In June,
the fund invested in award-winning Finnish
architectural firm SARC Architects. The firm
is one of the leading architectural firms in
Finland, specialised in demanding architectur-
al projects and the development of urban en-
Special Situations continued its strategy
and made two new investments
CapMan’s first Special Situations fund made two new investments in
2022. In September the fund invested in Niemi Services, the leading
moving and logistics services provider in Finland. The company is a
forerunner in sustainability; its fleet runs on 100% fossil-free fuel, and it
has made investments in developing services based on circular economy.
The fund’s objective is to support the company’s growth as the lead-
ing moving and logistic services provider in Finland. In December, the
fund invested in building technology services contractor Aro Systems.
The company is one of the leading electrical and HVAC project service
contractors and technical building service and maintenance providers in
Finland. The building technology market is growing and undergoing rapid
transition. The fund’s target is to develop the company as a frontrunner
in energy efficient solutions. The €77 million Special Situations Fund has
made five investments to date and continues investing.
CapMan’s second Growth fund continued
with the successful strategy of the first fund,
making two investments in interesting growth
companies. In the spring 2022, the fund
invested in multi-cloud company Cloud2.
Most larger companies today use a mini-
mum of two public clouds and the ongoing
cloud transformation trend has accelerated
Cloud2’s strong growth. CapMan Growth
banks on the growth of the public cloud
market and Cloud2’s broad expertise.
In October the fund invested in growing finan-
cial management software company Fennoa,
whose revenue and profitability has increased
tenfold during the last few years. The growth
has first and foremost been driven by the
high-quality solution which the company
develops continuously. The Growth team aims
to continue developing the company together
with its owners towards a market leader posi-
tion. The €97 million 2020 vintage fund has
significant dry powder remaining for new and
add-on investments.
CapMan’s newest Growth fund invested in multi-cloud services
and financial management software
vironments. Buyout aims to support SARC in
further developing and growing their business
towards becoming an even more prominent
player in their field. Later in the summer, the
fund invested in fast-growing cybersecurity
and IT services provider Netox. The company
still holds a relatively small market share
and is in an excellent position to continue
its accelerated growth. Buyout’s target is to
develop the company’s ways of working to
enable future growth. The €190 million fund
continues investing. Buyout VIII exited the
fund’s final portfolio company Fortaco Group.
Multiple investments in Buyout’s newest fund
8 • CAPMAN ANNUAL REPORT 2022 • GROUP
GROUP
CapMan Snapshot
Highlights 2022
CEO’s review
Strategy
CapMan’s business
Sustainability
People
Risks
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
CapMan divested its subsidiary
JAY Solutions
CapMan Plc and minority owners of JAY have
sold JAY Solutions Oy to Swedish Bas Invest
Ab and JAY’s management. In 2020, JAY’s busi-
ness was separated from the wealth advisory
business in order to develop JAY from a wealth
advisory support function into an independent
provider of analytics and reporting services.
JAY had 20 employees at the end of 2022
and a turnover of MEUR 2.1. The turnover
has grown more than 35% p.a. since 2019.
The transaction closed in February 2023.
CapMan Infra established its second fund
investing in the energy, transportation and
digital communications infrastructure with
a core/core+ focus and €400 million target
size. The fund made its first investment in
solar power developer Skarta Energy, aiming
to transform it into an independent power
producer. The development of solar energy
supports the green transition, while improv-
ing energy security in the Nordic countries.
Skarta Energy will initially focus on solar
power initiatives in Finland and its’ strategy
is to build powerplants and become an
independent power producer.
Infra raised its GRESB evaluation score –
achieved a four-star rating
CapMan Infra received four stars in GRESB’s (Global Real Estate
Sustainability Benchmark) annual ESG assessment of infrastruc-
ture funds. CapMan Nordic Infrastructure I participated in the
GRESB assessment for the second year in a row and reached
sixth place among European benchmarks, advancing seven
places from last year. GRESB assesses and compares the ESG
performance of real assets globally and has become the go-to
benchmark for asset managers and investors when it comes to
reviewing ESG performance of different funds and companies.
In October, CapMan Infra made the first exit
from its first fund as it sold its share of Norled
to its partner CBRE Investment Management.
The exit was the fund’s first. Norled is one of
Norway’s four leading marine transportation
companies. The company is a leader in innova-
tive and environmentally friendly transportation
solutions and has invested significantly in new
types of vessels and eco-friendly technology.
CapMan Infra invested in the company in 2019
and during the fund’s ownership period, Cap-
Man has built Norled into a successful com-
pany by strengthening the management team,
organisation, and tendering capabilities, while
investing significantly into decarbonisation of
the fleet. Norled’s CO2 emissions decreased by
30% from 2019 to 2021.
€67.5 million
CAPMAN TURNOVER 2022
(2021: €52.8 million)
€55.7 million
CAPMAN COMPARABLE
OPERATING PROFIT 2022
(2021: €44.6 million)
Infra continued investing in renewable energy, exited Norled
9 • CAPMAN ANNUAL REPORT 2022 • GROUP
GROUP
CapMan Snapshot
Highlights 2022
CEO’s review
Strategy
CapMan’s business
Sustainability
People
Risks
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Real Estate’s value-add funds made several investments and exits
2022 was an active year in CapMan’s value-
add real estate funds. Over the year the funds
invested in several properties throughout
the Nordics, performed exits and continued
the implementation of their real estate
development strategy.
In spring 2022 the CapMan Nordic Real
Estate I fund moved into carry as it exited
Heron City, a shopping centre located in
Stockholm. CapMan invested in the property
in 2016 as the main owner. During its
ownership period the fund made significant
investments in property improvements, of
which many increased the property’s energy
efficiency, decreasing its annual energy usage
by around 3 GWh. During 2022 the fund also
exited Denmark’s only outlet village Ringsted
Outlet.
CapMan Nordic Real Estate II fund sold the
Lybeck office building in Södra Värtan, Stock-
holm and an attractive high-street retail and
office property in central Oslo, which the fund
transformed into a core asset with long stable
income during its ownership period.
Further, following comprehensive refurbish-
ments, an iconic 140-year-old storage and
brewery facility in the Carlsberg district of
Copenhagen is transformed into a high- quality
office property. CapMan leased the space
to Boston Consulting Group and sold the
building to German family-owned investment
company, THI Investments.
The CapMan Nordic Real Estate III fund,
which is in its placement phase, made four
investments in 2022. The fund acquired a
portfolio of four office properties in Helsinki.
The properties have unbeatable public trans-
port connections. CapMan aims to modernise
the spaces and improve the energy efficiency
of the assets. In June, the fund acquired an
airside logistics and last mile asset at Turku
Airport. The fund invested in its first EU
Taxonomy aligned project, which consists of
building two residential apartment buildings
in Turku, Finland. The fund invested in a land-
mark hotel and office property located in the
Royal National City Park in Solna, Sweden.
The Residential fund becomes CapMan’s largest
In June, the CapMan Residential fund
reached €816 million and became CapMan’s
largest fund. The fund made its first Swedish
investment through its acquisition of a
forward funding project in Örebro. The project
includes 139 apartments scheduled for
completion by the end of 2024. The project
has high sustainability ambitions and a clear
green profile, which includes on-site solar col-
lector systems and rainwater collection areas
for re-cycling rainwater within the local green
areas. The project will pursue “Miljöbyggnad”
green building certification at Silver level.
The fund also participated in the GRESB Real
Estate Assessment for the first time this year
and was awarded three stars, which is an
excellent result for a first-year participant.
In January, the CapMan Nordic Property
Income fund (non-UCITS) invested in a ware-
house asset close to Gothenburg in Sweden
and at the end of the year in a light industrial
property in Brabrand, in the Aarhus munici-
pality in Denmark. Both properties are stra-
tegically excellent additions to the fund. The
warehouse asset in Gothenburg is excellent
from a last-mile logistics point of view and the
Brabrand asset which is anchored by a mu-
nicipal tenant on a long-term lease is ideally
positioned to benefit from the rising demand
of light industrial properties in the area.
CapMan Wealth Services developed its Manager Selection offerings and
made commitments to the CWS Investment Partners -programs
During 2022, CapMan Wealth Services devel-
oped its Manager Selection offering both on
the public and private side, and thoroughly
allocated its first CWS Investment Partners
CWSIP -programme fund. Fundraising for the
second fund was also initiated and the first
investment commitments were made by the
end of 2022. The CWSIP-programme invests
in sought after US mid-market funds, along-
side AlpInvest, a leading global private equity
asset manager. By the end of 2022, the CW-
SIP-programme has raised in total around
€140 million. On the public equity side,
there was strong demand for allocation and
sustainability mandates and around €100
million was raised for the various public
market-focused wealth services mandates
during 2022.
An iconic 140-year-old building in the Carlsberg district of Copenhagen which is being refurbished and
transformed into a high-quality office property, was sold in August 2022.
10 • CAPMAN ANNUAL REPORT 2022 • GROUP
GROUP
CapMan Snapshot
Highlights 2022
CEO’s review
Strategy
CapMan’s business
Sustainability
People
Risks
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
CEO’S REVIEW
Record year – our sustainability-
focused strategy generates results
2022 was an exceptional year. A war in
Europe, an energy crisis, the aftermath of the
pandemic, rising interest rates and infla-
tion impacted investment decisions, return
expectations, the development of portfolio
companies and assets, and the execution of
projects in a complex manner, while mak-
ing our operating environment challenging
and difficult to predict. That said, we have
successfully navigated the gusts and currents,
avoided sharp rocks and arrived safely at
new harbours following appropriate strategic
decisions.
CapMan’s result was excellent in 2022. Our
turnover grew 28 per cent to €68 million and
comparable operating profit 25 per cent to
€56 million. The comparable earnings per
share was 26 cents. This is a formidable
accomplishment in uncertain conditions.
Successful fundraising
and continuously growing
profitability
We succeeded with our fundraising in a chal-
lenging market. Our assets under manage-
ment were approx. €5 billion at the end of
CapMan’s result for 2022
was the strongest over the
company’s operating history.
I am especially proud, that
the result was made in
an exceptionally difficult
operating environment.
This demonstrates that our
strategy has focused on our
strengths. The building blocks
of the unlisted market remain
on a steady foundation.
2022 and we raised more than €650 million
in new capital during the year. Increasing the
share of international investors is a corner-
stone of our fundraising strategy. This group
of investors is especially interested in our real
estate and infrastructure focused strategies.
Investors coming from outside the Nordic
countries account for approx. 55 per cent of
our assets under management. This share has
increased significantly over the past five years
from approx. 10 per cent. Simultaneously, the
number of smaller local investors has increased.
We have a significant amount of capital to
deploy, so-called dry powder, at our dispos-
al. Many funds raised as of late are open to
allocate capital to new opportunities and the
prevailing business environment allows for
making investments with a lasting impact.
Management fees paid by funds and fees from
services are a key component of CapMan’s
earnings and are mainly directed by grow-
ing assets under management. Our Service
business has also continued developing well
last year. The turnover of procurement service
CaPS grew almost 30 per cent and the com-
pany is very profitable. Fee-based profitability
continued on its growth trajectory spanning
several years and was at a record level at
the end of 2022. We focus on the long-term
growth of fee profitability and expect this
development to continue also this year.
Value creation in the portfolio
as a driver for exits and carry
Over the last year, we have realised value in
our funds by selling several companies. We
made our largest exit based on enterprise
value at exit as our first Growth fund sold
Picosun to the U.S. based Applied Materials
Inc. The exit took the fund to carry and made
it one of the best performing in our operating
history.
11 • CAPMAN ANNUAL REPORT 2022 • GROUP
GROUP
CapMan Snapshot
Highlights 2022
CEO’s review
Strategy
CapMan’s business
Sustainability
People
Risks
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Our first Nordic value-add real estate fund
also started generating carried interest in
2022. We receive carried interest from each
new exit from a fund in carry and the share of
this income stream has increased significantly
compared to the past few years. In addition
to funds already in carry, CapMan manages
several funds that are approaching carry.
The foundation for good exits is in successful
value creation, which is demonstrated among
others by the fair value changes of investments
made from the balance sheet mainly into
our own funds. In 2022, the fair value of our
investments increased 25 per cent, which is
very commendable given that the OMX Nordic
Mid Cap index, which represents the devel-
opment of the Nordic mid-cap stock market,
decreased 27 per cent over the same period.
A vision founded in
sustainability
CapMan’s vision is to be the most sustain-
able private asset company in the Nordics.
This vision includes our own activities as well
as those of our funds under management,
through which our impact has a wide reach
through 40 portfolio companies and over 200
properties. As a Nordic company we can be a
frontrunner globally.
How do we execute this vision? Climate
change and its prevention is perhaps one of
the most critical challenges facing human-
kind. Through our own activities, we want
to impact solutions that mitigate climate
change. In the beginning of 2022 we com-
mitted to the Science Based Targets initiative
and are now establishing a roadmap to reach
carbon neutrality. As an active owner, CapMan
can promote the green transition and the
wellbeing of employees and tenants in our
portfolio companies and properties.
On the social side, we are committed to main-
taining a high level of employee satisfaction
and to promote a diverse and inclusive work-
place. We achieved an eNPS score of 58 in
our latest employee satisfaction survey, which
signifies that our employees are very happy to
recommend CapMan as an employer. We have
included steps in our recruitment processes
to better take into account the diversity of
candidates and want to be an attractive em-
ployer also in the future.
The growth prospects for
the private asset industry
support CapMan’s growth
strategy
In 2022, we reached many of the objectives
that we had established over the previous
strategy period. We grew assets under
management, expanded our investor base
and brought several new products to market.
Over the past five years, we have established
several new strategies that invest in the unlist-
ed market and almost ten new funds.
Following these accomplishments, we
launched our new strategy in autumn 2022.
The cornerstones of this strategy are based
on a fast-changing society, the demands of
our customers and our own strengths.
As an active investor, CapMan promotes the green
transition in our portfolio companies and properties.
CapMan’s strategic objective is to double
assets under management to €10 billion over
the next five years. This ambitious objective
is made possible by several years of work to
expand the product portfolio and grow the
customer base.
Our objectives are based on our own compet-
itive advantages and still positive long-term
market outlook. Despite slowing growth and
general economic distress, the trends that
support the private assets market remain
strong over the long term. Based on recent
research by Preqin, the global growth of
unlisted assets under management is set to
slow compared to the last three years, but still
remain at a strong 12 per cent p.a. over the
next five years.
Investments in growth and
internationalisation position
us to meet our long-term
objectives
Following the new strategy, we also updated
our long-term financial objectives. The com-
bined growth objective for the Management
Company and the Service business before car-
ried interest income was raised to 15 per cent
p.a. on average from the previous 10 per cent
p.a. Our equity ratio target is more than 50
per cent compared to more than 60 per cent
previously. The objective for return on equity
is more than 20 per cent p.a. on average and
remained unchanged. CapMan’s objective
to pay an annually increasing dividend to
its shareholders also remained unchanged.
These objectives reflect our long-term outlook
as well as a step-up in our ambition level. We
achieved all targets at the end of 2022.
This is my last review as CEO of CapMan. In
February 2023, I announced my transition
to CapMan’s Board of Dircetors as executive
Chair of the Board, conditional on the decision
of the Annual General Meeting. I am proud
of the current state of our company and of
everything that we have accomplished together.
Results have grown since 2016 and we have
raised our dividend for 10 consecutive years.
The total return of CapMan’s share has been
approx. 20 per cent p.a. over the past six years.
Over the next few years, we continue to focus
on growth and on broadening and internation-
alising our business in accordance with the
strategy defined in 2022. At the core remains
active and responsible value creation work for
the enrichment of our customers, employees,
shareholders and society.
Joakim Frimodig
CEO
12 • CAPMAN ANNUAL REPORT 2022 • GROUP
GROUP
CapMan Snapshot
Highlights 2022
CEO’s review
Strategy
CapMan’s business
Sustainability
People
Risks
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
STRATEGY
A new strategy and its drivers
1.
Deliver top investment
performance through
active value creation
2.
Scale up existing strategies
and products
3.
Integrate ESG as a core theme
in all business activities
4.
Develop CapMan as the home
of top performers and attract
the best talent in the industry
5.
Drive shareholder value through
a combination of growth and
improved earnings quality
6.
Explore new products and
M&A in order to accelerate
strategic agenda
Ambition to double AUM to €10 billion in 5 years
CapMan launched a new
strategy in 2022. Our vision
is to be the most responsible
private asset company in the
Nordics. Our strategic objective
is to double our assets under
management (AUM) to €10
billion in five years.
Our new strategy is built around the following
six focus areas, which will contribute towards the
objective:
1. Deliver top investment performance through
active value creation. Attractive returns create
satisfied customers and are a foundation for the
continuation of our business.
2. Scale up existing strategies and products. In
addition to closed-end funds we have significantly
increased the share of open-ended funds and
mandate based solutions in our product portfolio.
We have also introduced new strategies investing
in the unlisted market alongside more traditional
Buyout and real estate investing.
3. Integrate ESG as a core theme in all business
activities. In order to create long-term value,
we take sustainability and the requirements of
various stakeholders into account in our business.
4. Develop CapMan as the home of top perform-
ers and attract the best talent in the industry.
Professionals with vision are the foundation of
our business and we invest in employee well-being
and the development of expertise.
5. Drive shareholder value through a combination
of growth and improved earnings quality. By
growing our business profitably, we look after the
needs of our shareholders.
6. Explore new products and M&A in order to
accelerate strategic agenda. We are well-
positioned to accelerate our growth also through
strategic transactions.
STRATEGIC FOCUS AREAS AND OBJECTIVES
Through these focus areas we create active value for our fund investors and our share-
holders. A growing unlisted market that continues to interest an international investor
base supports the execution of our strategy.
13 • CAPMAN ANNUAL REPORT 2022 • GROUP
GROUP
CapMan Snapshot
Highlights 2022
CEO’s review
Strategy
CapMan’s business
Sustainability
People
Risks
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23E 24E 25E 26E
TYÖNUMERO 5
PRIVATE EQUITY & CREDIT
€2.7bn
2016
€5.0bn
NOW
NEW
PRODUCTS
AND M&A
€10bn
TARGET
Phase 1: Phase 2: Phase 3: Phase 4: Phase 5:
Founding,
Pioneer since
1989
Expansion into new markets Post-financial crisis era Re-focus on growth
Acceleration and scale-up
10,000
9,000
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
€ million
REAL ESTATE
DEVELOPMENT
OF EXISTING
STRATEGIES &
PRODUCTS
INFRA AND
OTHER
STRATEGY
An ambitious target to double AUM
Over the past six years, we have successfully grown our assets under management especially from large international institutions as well as smaller local institutions.
The growth in assets under management is based on scaling up existing strategies and products as well as the introduction of potential new products and M&A.
14 • CAPMAN ANNUAL REPORT 2022 • GROUP
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REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
TYÖNUMERO 4
2017 2022
Earnings mix
Carry
Fee income*
Investment business
11%
29%
17%
15%
72%
56%
TYÖNUMERO 3
2017 2022
10% 55%
Broadened investor base:
AUM by geography
Nordic
International
90%
45%
2017 2022
TYÖNUMERO 1TYÖNUMERO 1
Turnover, M€ EBIT, M€*
+133%
AUM, Bn€
Growth
68
+79%
68
31
56
24
5.0
2.8
+117%
STRATEGIC OBJECTIVES AND MILESTONES 2017–2022
CapMan’s business has undergone a fundamental transition
CapMan’s previous strategy was
launched in 2018 with an objective to
return CapMan to profitable growth.
Over the past five years, CapMan has
almost doubled assets under manage-
ment and more than doubled our turn-
over and comparable operating profit.
The share of international investors has
also increased. In addition to closed-
end funds, we also manage more
open-ended funds and mandates.
As a result of the growth strategy and
new products, the earnings mix has
become more attractive. The consistent
growth in fee-based profits has resulted
in more predictable operating profits.
Investment income was also very strong
in 2022.
The past five years have included a pan-
demic, a war on European soil and an
unstable economic outlook. In light of
these developments, the achievements
during this past strategy period can be
considered very successful.
TYÖNUMERO 2
2017 20222022
4% 51%
New products & investor demand:
AUM by product type
Closed-end funds
Open ended
96%
49%
* Comparable.
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TYÖNUMERO 17
2018 2019 2020 20222021
Comparable earnings/share and
dividend/share, €
4
Comparable earnings/share
Dividend/share
0.25
0.25
0.20
0.15
0.10
0.05
0.00
0.26
0.05
0.17
0.12 0.12
0.13
0.21
0.03
0.15
0.14
The AGM approved
a distribution of
17
cents per share
year 2022
2017–2022 CAGR:
17%
2017–2022 AVERAGE:
17%
2017–2022 AVERAGE:
56%
STRATEGY
Long-term financial objectives achieved
Growth of the Management
Company and Services business
1
Average annual growth objective
>15%
2022:
16%
Return on equity
Average annual growth objective
>20%
2022:
32%
Equity ratio
Average annual growth objective
>50%
31.12.2022:
53%
Dividend distribution
objective
The company’s objective is to pay an
annually increasing dividend
to its shareholders.
Distribution has grown
every year since 2012
60
50
40
30
20
10
0
2018 2019 2020 20222021
TYÖNUMERO 19
Equity ratio, %
52.7
58.7
59.9
53.3
51.9
35
30
25
20
15
10
5
0
TYÖNUMERO 18
2018 2019 2020 20222021
Comparable ROI and ROE, %
Comparable Return on Equity (ROE)
Comparable Return on Investment (ROI)
32.4
6.8
24.4
6.7
13.5
16.0
21.2
29.4
6.3
5.2
60
50
40
30
20
10
0
2018 2019 2020 20222021
TYÖNUMERO 20
Fees from Management Company
business and Services, M€
57.4
31.9
41.6
49.4
41.4
4
As per the proposal of the Board of Directors to
the 2023 AGM.
3
Average calculated as average of annual ratios.
2
Excluding items affecting comparability,
average calculated as average return divided
by average equity.
1
Management Company and Service business
excluding carried interest income and items
affecting comparability.
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Ownership in CapMan Plc
Limited partnership
in funds
Shareholders per type
BUSINESS
Organisation and stakeholders
CapMan Group:
190 employees
6 offices
SHAREHOLDERS
(~30,000)
LIMITED PARTNERS
(~300 fund investors)
Funds
Fair value
changes & returns
Fund management
responsibility
Management fees
Carried interest
Services
Service fees
Procurement service
members
A total of 14,700
employees in 40 portfolio
companies
A total of 1,255,000 m
2
in lettable area
22
funds
Capital calls
Returns
LPs per type
Direct stake in funds
through balance sheet
CapMan Plc
Group functions
Balance Sheet
Service businesses
Investment
operations
Fund
management
Other management
CapMan Group consists of the parent company CapMan Plc and its subsidiaries and majority-owned companies. These subsidiaries are management and/or advisory companies for funds that invest
in private assets, or investment companies, among others. CapMan raises capital for its funds under management primarily from institutional investors and the capital is invested according to the
fund strategy in Nordic companies, real estate and infrastructure. The portfolio companies and assets are managed and developed by CapMan and sold typically in 4-6 years to an industrial buyer
or another investor, or they are floated on a public exchange. In addition, CapMan’s organisation includes a company offering procurement services for Finnish and Swedish companies, as well as
corporate functions to support the fund advisory, fund management and other activities. The company’s own procurement consists mainly of services and IT systems.
Pension funds 43%
Fund of funds 20%
Insurance companies 5%
Corporate investors 12%
Government agencies 5%
CapMan 3%
Trusts 5%
Family offices &
private individuals 1%
Others 6%
Finnish Private
Individuals 53%
Other 29%
Finnish Institutional
Owners 14%
Foreign Institutional
Owners 2%
Nominee-registered 2%
• Owners – Shareholders of CapMan
Plc
• Employees – CapMan’s current and
potential employees
• LP:s – Investors in funds managed
by CapMan
• Banks – Providers of financing for
CapMan Group, portfolio companies
and real estate
• Portfolio companies – Current and
potential portfolio companies, their
owners, employees, customers,
supply chains and other stake-
holders
• Tenants – Current and potential
tenants and users of real estate
• Others – Media, industry
associations etc.
CAPMAN’S KEY
STAKEHOLDERS
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BUSINESS
CapMan’s investment and
service teams
REAL ESTATE
CapMan Real Estate executes both
value add and stable income-focused
investment strategies across all major
property sectors in Sweden, Finland,
Denmark and Norway. The team’s
active value-add funds seek to acquire transitional properties in
the most liquid Nordic markets where an asset can be en-
hanced by active rental and cost management, investments in
redevelopment, change of use, or repositioning. The funds and
mandates targeting stable income generation seek well-located,
high-quality investments that generate attractive risk-adjusted
returns for our investors across market cycles. CapMan’s Nordic
Real Estate operations include over 60 committed real estate
investment professionals. CapMan’s real estate funds hold
approx. 55 assets comprising 224 individual properties.
Team size: 63
Team location: Finland, Sweden, Denmark, Norway,
United Kingdom
Investment focus: Finland, Sweden, Denmark, Norway
Value-add strategy
• Active funds: 3
• Raised: €1,262 million
Income-focused strategies*
• Active funds and mandates: 5
• Raised: €1,840 million
*
Including hotel, logistics and residential real estate funds.
INFRASTRUCTURE
CapMan Infra invests in energy, trans-
portation and digital infrastructure
assets generating predictable cash
flows. CapMan Infra is a dedicated and
active owner seeking to drive operational improvements and
offers tailored solutions to local infrastructure asset owners and
partners in the Nordic countries. The team of twelve infrastruc-
ture professionals is based in Helsinki and Stockholm. CapMan
Infra has two funds, one established in 2018 and one in 2022.
In addition to the fund, the team also manages two investment
mandates.
Team size: 12
Team location: Finland, Sweden
Investment focus: Finland, Sweden, Denmark, Norway
Funds
• Active funds: 2
• Raised: €379 million
Mandates
• Mandates: 2
• Raised: €136 million
CapMan manages funds
investing in private assets
across investment areas.
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CapMan Buyout
makes majority invest-
ments in mid-sized
unlisted companies in
the Nordic countries.
The team is based in Helsinki and Stockholm.
The team manages Buyout funds and looks
for interesting growth stories, niche market
leaders, winning company cultures and pas-
sionate entrepreneurs. Buyout is a generalist
investor–the prospects to grow into a best-
in-class company is the differentiating factor
instead of industry or sector. CapMan Buyout
funds hold twelve portfolio companies.
Team size: 12
Team location: Finland, Sweden
Investment focus: Finland, Sweden
Active funds: 3
Raised: €729 million
CapMan Growth
makes significant
minority investments
in Nordic growth stage
companies that have
ambitious growth and expansion goals. As
active investors, the team works closely with
management and owners to help realize their
growth ambitions. Through its funds, CapMan
Growth can provide capital for recruiting,
M&A, internationalisation, and other growth
initiatives. In addition, the funds can acquire
shares from owners helping realize some
value from their business while maintaining
control.
Team size: 7
Team location: Finland, Sweden
Investment focus: Finland
Active funds: 2
Raised: €183 million
CapMan Special
Situations pursues
event-driven invest-
ment situations by
providing flexible capi-
tal solutions and strong operational capability
to deliver step-change performance improve-
ments. The team specializes in demanding
strategic and operational turnarounds, finan-
cial restructurings, and corporate carve-outs
in which executional certainty can be assured
with substantial value creation and controlled
risks. The focus is on mid-sized private and
public companies that are headquartered in
Finland. CapMan Special Situations is Cap-
Man’s newest investment strategy that was
launched in 2020.
Team size: 5
Team location: Finland
Investment focus: Finland
Active funds: 1
Raised: €77 million
CapMan’s Credit’s
investment activities
are managed by Nest
Capital, an independ-
ent partnership of
CapMan Group. Nest Capital provides private
debt, mainly in the form of senior and sub-
ordinated loans, to small and medium-sized
companies across the Nordic countries. Over
the years, Nest Capital has raised three funds
with total commitments of more than €300
million.
Team size: 2
Team location: Sweden, Finland
Investment focus: Finland, Sweden,
Denmark, Norway
Active funds: 2
Raised: €209 million
PRIVATE EQUITY AND CREDIT
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WEALTH MANAGEMENT
CapMan Wealth
Services (CWS) offers
comprehensive wealth
management services for public and private markets, providing
investors unparalleled access to the best solutions through
their independent Manager Selection process. The team serves
mainly family offices, institutional investors, and high net worth
individuals. In 2021, CWS launched its first programme that
invests in private equity, CWS Investment Partners (CWSIP).
Altogether €140M have been raised to the programme.
Team size: 12
Team location: Finland, Sweden
AUM: €597 million
SERVICE BUSINESS
CaPS (CapMan Procurement Services)
is a service driving down costs on
non-strategic products and services for
our member companies in Finland, Sweden, and the Baltics.
The service tenders out the procurement of its member com-
panies achieving significant savings and benefits. Each ye ar,
over 300 member companies use CaPS procurement services.
In addition to volume deals, CaPS services include a digital
employee benefit scheme and an ESG-reporting system.
Team size: 9
Team location: Finland, Sweden, the Baltics
CapMan serves investors that seek a comprehensive approach to
wealth management as well as growing companies that want to
make their procurement more effective.
20 • CAPMAN ANNUAL REPORT 2022 • GROUP
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GROUP FUNCTIONS:
BUSINESS
Overview of business areas and functions
Management Company business
Service
business
*
Investment
business
PRIVATE EQUITY JA CREDIT REAL ESTATE
INFRA
STRUCTURE
WEALTH
SERVICES
GROUP MANAGEMENT FINANCE LEGAL & COMPLIANCEFUND OPERATIONS RISK & VALUATION ESG FUND IR HR COMMUNICATIONS IT
* In 2022, CapMan’s Service business included the reporting and analytics service JAY Solutions. The subsidiary and the business were sold on 1 February 2023.
CAPMAN
WEALTH
SERVICES
Wealth advisory
service
FUNDS
Nordic mid-
market
infrastructure
investor
MANDATES
Tailored
structures and
individual
assets
CAPS
Procurement
service
RESIDENTIAL
Stable rental
returns from
Nordic growth
centres
SOCIAL
Stable returns
from social
real estate
INCOME
Light industrial
and other
commercial
properties with
attractive income
profile
HOTELS
Stable long-term
income from
Nordic hotels with
strong operators
SPECIAL
SITUATIONS
Investor pursuing
event-driven
investment
situations
CREDIT
Mezzanine in
the Nordics
BUYOUT
Nordic pioneer
in majority
investments
GROWTH
Significant
minority
investor
INVESTMENTS
Investments
from
balance sheet
VALUE ADD
Active
value-add
manager
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SUSTAINABILITY
A sustainability strategy based on materiality
At CapMan, we strive to be a positive
influence in society and a role model
for our investors, portfolio companies
and collaboration partners. We are
guided by our mission to build value
for the enrichment of society. During
2022, we significantly strengthened our
sustainability organisation, capabilities
and expertise on the road towards
becoming the most responsible private
asset company in the Nordics.
Sustainability
management & governance
By including sustainability as one dimension for value creation
and risk mitigation, CapMan can create sustainable value for its
stakeholders while driving change through active ownership.
CapMan’s Board of Directors has the ultimate responsibility
for the strategic development of CapMan’s sustainability
performance. The CEO and the rest of the Management Group
keep the Board informed of CapMan’s operations, including
ESG issues and developments which can be of significance to
CapMan’s shareholders. Given CapMan’s integrated approach to
sustainability, the internal responsibility for sustainability topics
is embedded with business decisions overall. The responsi-
bility for integrating sustainability with decision-making lies
with the Management Group and the knowhow of CapMan’s
Management Group is evolving.
CapMan’s ESG Director drives the overall integration and
implementation of ESG matters at CapMan. Further, the ESG
team has dedicated professionals that are responsible for ESG
implementation at Real Estate, Private Equity and Infrastructure
strategy levels.
The ESG Director leads a dedicated ESG Working Group. This
Group includes members from the investment teams as well as
Our vision is to become the
most responsible private
assets company in the Nordics
all relevant Platform teams, who provide expertise from their
respective investment areas and platform functions and also
work to develop sustainability capacity within their teams.
International initiatives and
commitments
CapMan respects, protects and promotes internationally
proclaimed human rights in its operations. CapMan upholds
the Universal Declaration of Human Rights (UDHR), UN
Guiding Principles on Business and Human Rights (UNGP),
International Labour Organisation’s (ILO) Declaration on
Fundamental Principles and Rights at work, as well the
Organisation for Economic Co-operation and Development’s
(OECD) Guidelines for Multinational Enterprises.
CapMan is a member of the UN Global Compact (UNGC) and
has been a signatory to the Principles of Responsible
Investments (PRI) since 2012. The entire organisation is guided
by these international standards to assess its operations,
including our engagement with portfolio companies, investors
and other stakeholders. CapMan is a member of Finsif and
Swesif, network organisations that promote sustainable invest-
ment in Finland and Sweden, respectively.
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Climate-specific initiatives
CapMan has committed to the Science Based Targets initiative,
using the Private Equity Sector Science-Based Targets Guidance,
which includes investments in private equity, infrastructure and
real estate. CapMan is in the process of establishing a net-
zero roadmap including a target year for when CapMan will be
net- zero. To this end, CapMan is setting short-term emission
reduction targets by 2027 and 2032 on a 2021 baseline. These
developments are in line with CapMan’s value of being an active
owner that drives the green transition throughout the portfolio.
CapMan has committed to the initiative Climate International,
which is supported by the PRI. As part of the initiative, CapMan
will contribute to the objective of the Paris Agreement to limit
global warming to well-below two degrees Celsius by integrating
climate change analysis into investment processes.
As part of the initiative, CapMan actively engages with portfolio
companies to reduce their greenhouse gas emissions, contrib-
uting to an overall improvement in sustainability performance.
This is done by identifying companies and assets where climate
change poses a material risk and measuring their carbon
footprint. CapMan further engages with management teams of
portfolio companies to develop emissions reduction and climate
change action plans.
Social initiatives
CapMan is a member of Level 20, a network that promotes di-
versity and inclusion within the private equity industry. CapMan
promotes the objectives of Level 20 through its recruitment and
promotion practices as well as through participation in events.
Materiality analysis
In order to focus on the topics where CapMan can have the
biggest impact, CapMan builds its sustainability agenda around
a materiality framework. CapMan assesses its business areas,
engages with stakeholders and monitors global topics and policy
developments to identify key sustainability topics for further
follow-up and disclosure.
Material sustainability topics are those factors that have a direct
or indirect impact on CapMan’s ability to create, preserve or erode
economic, environmental and social value for the company, its
stakeholders and society at large. CapMan’s materiality analysis
was conducted in 2022 based on stakeholder interviews, including
interviews with investors and board members, internal surveys,
review of industry standards and best-practices, and the assess-
ment of CapMan’s role in the value chain and overall society.
Seven topics were identified as material for CapMan Group.
Diversity and equity are seen as the most material topics, followed
by governance in investment practices, board diversity and
business ethics and integrity. the impact of travel habits on climate
change is a material environmental topic.
The resulting materiality map forms CapMan’s current priorities
and ambitions for sustainability. CapMan sets annual and long-
term targets that follow these materiality topics. The materiality
assessment is revisited on an annual basis.
CapMan also extends the materiality analysis to its investments
and takes into account the specific characteristics of each
investment area.
Material topics for CapMan Group
Environmental
•
Climate change – The effect of travel habits and
energy use and efficiency on emissions
Social
•
Diversity and equity – Diversity and equity among
CapMan employees, as well as non-discrimination
at the workplace
•
Attractive workplace – Employee wellbeing, talent
development and retention and performance-based
remuneration
Governance
•
Good governance in investment practices
– Active ownership
•
Board diversity
•
Business ethics and integrity – Compliance with
laws and regulations and codified ethical business
practices that are rooted in CapMan’s values
•
Tax responsibility – The impact of tax revenue and
transparency of taxation
The material topics serve as the basis for CapMan’s
ESG strategy, including ESG processes and priorities.
Themes for CapMan’s ESG work:
E: Climate conscious and resource efficient operations
S: Meaningful work in an inclusive workplace
G: Accountability & executive level diversity
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External and internal factors provide
inputs for materiality analysis
Sifnificant ESG achievements in 2022
CapMan has made signficant strides in the execution of its ESG
strategy. In 2022, CapMan has established an ESG organisation
and created a stable foundation on which to build its ambitious
ESG vision. The achievements in 2022 work to establish a solid
roadmap for CapMan’s continued ESG efforts.
Resources
CapMan has worked to increase and institutionalise ESG know-
how at Group level as well as in its investment teams. At the end
of 2022, three employees were dedicated to ESG management
full time. In addition, both investment professionals and Platform
employees participate in ESG-related projects and functions.
Policies, guides and tools
CapMan updated its ESG Investment Policy to describe CapMan’s
approach and commitment towards the integration of ESG within
CapMan’s investments.
CapMan formalised its Restriction list to identify companies
and activities, in which investment is restricted due to the
adverse characteristics of such activities.
CapMan developed a comprehensive ESG due diligence and
value creation tool to be used for assessing ESG risks and value
creation opportunities from a materiality perspective through-
out the investment process. The tool is used by the Buyout,
Growth, Special Situations and Infra teams.
CapMan established a Policy library for portfolio companies
that cover all relevant social and governance topics to use as
guidance for establishing relevant and sufficient policies in their
own operations.
Training & upskilling
CapMan has held 39 internal training sessions on ESG topics,
such as Science Based Targets and ESG value creation oppor-
tunities, throughout the year to increase in-house expertise and
awareness. CapMan also held training sessions for portfolio
companies. Persons involved in ESG policy, investment decisions
and reporting have also participated in industry specific external
ESG training in order to address specific ESG topics. CapMan
works together with consultants and service providers to improve
its understanding of the application of ESG topics and material-
ity. Further, CapMan has served as an expert speaker at industry
events and participated in seminars and conferences on sustain-
able investment as well as updates from regulators, which has
provided valuable insights, as well as networking and information
sharing opportunities with industry peers.
Ratings and achievements
PRI ratings for 2021 were published in 2022 and CapMan scored
well also within the renewed reporting framework:
•
Investment & Stewardship Policy 4/5 stars (median 3/5 stars)
•
Private Equity 4/5 stars (median 3/5 stars)
•
Real Estate 4/5 stars (median 3/5 stars)
•
Infrastructure 5/5 stars (median 3/5 stars)
The full assessment is available on CapMan’s website.
CapMan has systematically worked to complete and improve
scoring in the GRESB (Global Real Estate Sustainability Bench-
mark) assessment covering real assets globally. In 2022, CapMan
received the following scores (based on assessment of 2021
data):
•
CapMan Nordic Infrastructure I Fund 4/5 stars, 6th place
among European benchmarks.
•
CapMan Real Estate Residential Fund 3/5 stars
•
CapMan Hotels II Fund 2/5 stars
•
CapMan Nordic Property Income Fund 2/5 stars
CapMan established Group-level ESG targets for 2022 for the first
time as described in the following table.
VISION:
The most responsible
private asset company in the Nordics
General
megatrends
Company
activities
Values Stakeholder
priorities
Targets specify definitions of each theme and provide
a measurement for a successful outcome
Based on the outcome of the materiality
analysis three to five themes identified
Materiality analysis forms the
basis for our sustainability
work and priorities
Development of the
sustainability
strategy
THEMES:
E: Climate conscious and resource
efficient operations
S: Meaningful work in an inclusive workplace
G: Accountability & executive level diversity
MATERIALITY:
Climate change I Diversity & Equity I Attractive workplace I
Good governance I Board diversity I Business ethics I Tax responsibility
TARGETS
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CapMan will provide further sustainability disclosures regarding the ESG development of the Group as well as the investments of its funds under management in its
sustainability report to be published in the Spring 2023. The report will also include a review of sustainability developments in portfolio companies and of assets.
SUSTAINABILITY
CapMan Group ESG targets 2022–2023
Theme Target 2022 Achieved Target 2023 Measuring achievement Long-term target
Climate conscious
and resource
efficient
operations
Commit to 1.5-degree
science-based target
Follow with a net-zero
commitment
Commitment to SBTi
in February 2022
1.5 degree aligned
emission reduction
targets submitted in
November 2022
Establish a roadmap for
reaching carbon neutrality
at CapMan
Define the year CapMan
will be Net-Zero
Roadmap for CapMan
including investments
finalised
Year when CapMan
will be net zero decided
Net-zero
economy
Meaningful work
in an inclusive
workplace
Employee satisfaction
eNPS survey above 40
Create policy & process
or diversity & Inclusion
Employee satisfaction
eNPS at 58
Diversity, Equity and
Inclusion programme
– policies established
and process started
Sustain employee
satisfaction high & further
increase inclusion across
CapMan and so as
to remain an attractive
employer
Employee satisfaction
eNPS above 50
Diversity, Equity and
Inclusion programme
implemented
More diverse
work forces and
decision makers
More meaningful
jobs
Accountability &
Executive Level
Diversity
Develop employee
remuneration to
include ESG targets
Develop a process to
reach equal gender
representation in the
management group,
at partner level and
throughout the
organisation
ESG targets included in
variable remuneration
Awareness raised in
the Management Group
considering Diversity,
Equity and Inclusion
Leverage the high
standards of professional con-
duct by requiring
the same from all
CapMan suppliers
Responsible supply
chain management
developed and
implemented
More diverse board
representation
ESG factors
integrated into
decision making
25 • CAPMAN ANNUAL REPORT 2022 • GROUP
GROUP
CapMan Snapshot
Highlights 2022
CEO’s review
Strategy
CapMan’s business
Sustainability
People
Risks
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Sustainability disclosures
for CapMan as an alternative
investment fund manager
CapMan Plc subsidiary CapMan AIFM Oy (“CapMan
AIFM”), CapMan alternative investment fund manager,
discloses information in accordance with the Sustainable
Finance Disclosure Regulation (2019/2088) (the “SFDR”).
CapMan assess the taxonomy eligibility of its Real Estate
funds according to the Taxonomy Regulation (2020/852).
Taxonomy alignment of
Real Estate funds
Transparency of sustainability risk policies
CapMan AIFM integrates sustainability risks in its decision-making
process, as referred to under Article 3 of the SFDR. Sustainability
risk means an environmental, social or governance event or condi-
tion that, if it occurs, could cause an actual or a potential material
negative impact on the value of the investment. Environmental
risks can relate to, among others, to climate-related risks (physical
and transitional), biodiversity or pollution. Social risks can relate
to for instance safety and well-being, human rights in the supply
chain, and employee or tenant satisfaction or others. Governance
risks can relate to for example inadequate management of ESG,
management incentives, corruption, bribery, cybersecurity, or data
privacy. The potential sustainability risks to which any investment is
exposed may cause a negative impact on the value of investments.
Before any investment decisions are made, and as part of its over-
all investment analysis, CapMan will identify the material sustain-
ability risks associated with the proposed investment. Investment
decisions will then be made by referencing the relevant investment
policies and objectives, including an action plan for mitigating any
sustainability risks at asset level.
Description of and policies to identify and prioritise sustainability
risks are included in CapMan’s ESG Investment Policy. CapMan
further restricts investments in certain sectors and activities as
detailed in its Restriction list. Both documents are available online
at www.capman.com/sustainability
Transparency of adverse sustainability impacts
CapMan AIFM considers principal adverse impacts on sustainability
impacts of its investment decisions as described by Article 4 of the
SFDR.
Sustainability factors may impact the revenue and cost structure of
target investments directly, or have external impacts, such as impact-
ing the quality of life for community stakeholders or perceived value
for customers. Accordingly, they also impact return on investment.
CapMan strives to integrate sustainability factors with its general core
business, creating a strong culture that drives sustainable practices
both at CapMan and in its portfolio companies and real estate.
These principal adverse impacts are identified and prioritised through
CapMan’s due diligence processes, which are detailed in CapMan’s
ESG Investment Policy.
CapMan AIFM reviews the principal adverse impacts annually and
discloses the information in its Principal Adverse Impacts Statement.
For the full sustainable finance disclosure regulation statement as
well as the principal adverse impacts statement, please visit
www.capman.com/sustainability/sfdr-statement/
Turnover CAPEX OPEX
BVK-mandate 100% 100% 100%
CapMan Nordic Real Estate I 100% 100% 100%
CapMan Nordic Real Estate II 97% 100% 91%
CapMan Nordic Real Estate III 99% 100% 97%
CapMan Nordic Property Income 100% 100% 100%
Hotels II 100% 100% 100%
CapMan Residential 100% 100% 100%
Kokoelmakeskus 100% 100% 100%
26 • CAPMAN ANNUAL REPORT 2022 • GROUP
GROUP
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CEO’s review
Strategy
CapMan’s business
Sustainability
People
Risks
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
One CapMan Family
•
We share the same values, believe in each other and set the bar high.
•
We foster entrepreneurial attitude with trust and flexibility.
•
Teamwork takes us to success.
Societal impact
•
We get to make a difference and drive change in society.
•
We create sustainable long-term value.
•
We are a responsible employer and make sustainable choices.
Career landscape
•
This is a home of top performers.
•
We work with the best people, and top companies and partners.
•
We get to operate, learn and grow on a wide scope.
Personal drive & Remuneration
•
We are purpose-driven and purpose-led.
•
We support the growth and wellbeing of each individual.
•
We reward success.
PEOPLE
Our value-driven people strategy
CapManians are characterised by their
ambitious and entrepreneurial attitudes
and inspired, forward-looking way of
working. By aligning work with our values
and providing meaningful jobs, we strive
to attract and retain the best talent in the
industry.
Updated People Strategy
In 2022, CapMan’s People Strategy was updated to align with
the new business strategy. The People Strategy is one of the six
strategic focus areas of the company.
The basis for the strategy work was to identify the unique char-
acteristics of our culture and highlight new priorities to serve
business goals and the requirements of our operating environ-
ment. Team leaders and employees around the organisation
participated in the work. Multiple discussions and workshops
resulted in a common understanding and commitment.
Our goal is to develop CapMan as the home of top performers
and attract the best talent in the industry. We foster a culture
where high professionalism and ambition unite with low hierar-
chy and fruitful collaboration with colleagues.
At the core of the People Strategy is our Employee Value
Proposition, defined by the four dimensions of the Strategy.
CapMan endeavours to offer its employees interesting career
prospects and an opportunity to influence society by working in
a successful organisation where people are cared for, and where
success is rewarded.
CapMan People Strategy 2022
One CapMan
Family
Societal
impact
Personal drive &
Remuneration
Career
landscape
We believe that an employee experience based in inspirational
and motivating work will result in enrichment of society. Thus,
we have a unique opportunity as an employer to provide truly
meaningful work.
Diversity at CapMan
CapMan aims to recruit people who combine talent, education
and skills with great attitude and drive. We also believe that
Diversity Equity and Inclusion (DEI) bring value to our organisa-
tion in the form of diverse views and ideas, which are inextrica-
bly linked to our success.
CapMan is committed to promoting an equal distribution of
genders across all positions and career steps in the company.
This is supported by a recruitment process and a framework
for promotions and internal recruitments that prioritises the
experience and knowledge needed in the position as selection
criteria over gender, age or other non-job-related traits.
When recruiting, we aim to consider different backgrounds and
strengths while challenging our unconscious biases and ideas
of ideal candidates to utilise the whole competence potential.
We expect understanding of DEI also from our recruitment
partners and other service providers. In 2022, discussions
regarding personnel diversity and creating a strategy for its
27 • CAPMAN ANNUAL REPORT 2022 • GROUP
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FINANCIAL STATEMENTS
development took place throughout the organisation and
also on Management Group level. Our goal is to continuously
increase diversity, especially on a decision-making level.
We have zero tolerance for harassment and bullying both at
the office and at personnel and customer events. All employees
must be familiar with this policy and recognize every person’s
right to be treated with dignity and respect. All employees are
aware of how to report suspected discrimination, bullying or
harassment according to CapMan’s Fairness Procedure and
Whistleblower Policy. CapMan will always investigate any com-
plaint of discrimination, bullying or harassment sensitively and
without prejudice. All complaints are taken seriously and must
always be made in good faith.
Continuous learning and development
Leadership training
We believe that all success is based on good leadership, and we
seek to ensure that CapMan leaders have all the needed capa-
bilities and competencies for responsible leadership. In 2022,
CapMan arranged leadership trainings as live events and online
sessions. Online events offer flexibility and reduce the need
for travel. On the other hand, we appreciate the added value
of face-to-face encounters. The trainings consisted mostly of
group sessions focusing on leadership principles and sharing
of best practices. In autumn, a two-day training event brought
CapMan team leaders together to discuss the new People Strat-
egy and its implementation.
Manager briefs
During the pandemic, we established a habit of holding regular
Team Leader events, so-called Manager Briefs, by People
Operations to meet colleagues, share information and catch up
on current leadership topics. In 2022, altogether eight events
were held.
Negotiation and presentation skills
During 2022, the negotiation and presentation skills training
programme launched a year earlier was continued. The training
is designed to develop and strengthen negotiation and selling
skills and provide tools for strong presentation and commu-
nication especially for investment professionals. Training
programmes were organised in Helsinki and Stockholm. The
trainings focused on working in small groups with a coach-
ing approach to develop interaction and the culture of giving
feedback.
Introduction days
CapMan has organised two-day introductory events for new
employees for a number of years. In 2022, the Introduction
Days resumed as live events in Helsinki after several years of
online-only events due to restrictions caused by the pandemic.
At the Introduction Days, the joiners obtain a comprehensive
overview of CapMan’s business areas, culture and organisation.
The event also includes team activities and a dinner. The event
is held semi-annually, and in 2022 approximately 60 employees
across all CapMan offices participated in the events. The events
were highly appreciated especially due to the chance to meet
colleagues around the organisation.
Fostering togetherness
Multiple internal personnel events were organized at the CapMan
offices in 2022 to create possibilities for networking in an infor-
mal atmosphere. After the pandemic, regular breakfast events
were a popular option to meet with colleagues. In November, the
whole company gathered in Stockholm to spend a day together
at the annual CapMan Day. Before the Holidays, the children
of our employees were invited to the Helsinki office to enjoy a
Christmas-themed breakfast complete with little presents.
Further policies and procedures related to diversity and
learning and development are described in CapMan’s People
Policy, which is available on the website.
Job satisfaction
& engagement
High level of
motivation
Personal drive
Enrichment of
society
Target
achievement
High performance
- high retention
Value creation
28 • CAPMAN ANNUAL REPORT 2022 • GROUP
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TYÖNUMERO 13
CapManians –
By geography
Finland 76%
Sweden 12%
Denmark 5%
UK 4%
Luxembourg 1%
Norway 1%
CapManians in figures
186
CAPMANIANS*
16%
INCREASE IN FTES*
IN 2022
* Based on the annual FTE number,
which describes the full-time equivalent
number of employees.
39
NEW CAPMANIANS
JOINED DURING 2022
TYÖNUMERO 14
CapManians –
By age
–25yr 6%
26–35yr 43%
36–45yr 31%
46–55yr 15%
Over 55yr 5%
200
150
100
50
0
2018 2019 2020 2022
2021
TYÖNUMERO 15
Growth in number of employees*
117
147
146
186
161
*
Based on the annual FTE number, which
describes the full-time equivalent number of
employees.
CapManians –
Investment professionals
Women 15%
Men 85%
TYÖNUMERO 11B
CapMan –
All employees
Women 60%
Men 40%
TYÖNUMERO 11
CapMan – Senior and
executive positions
Women 25%
Men 75%
29 • CAPMAN ANNUAL REPORT 2022 • GROUP
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Employee Survey
Siqni Culture Survey: work satisfaction at
CapMan is on a good level
The Siqni Culture Survey was carried out in September 2022
in all offices. The survey reviewed the most meaningful factors
at work and their realization for CapMan employees. Addition-
ally, the survey included general job satisfaction and eNPS
(Employee Net Promoter Score) assessments. The response
rate was 87%, which indicates high commitment among
employees towards the survey.
Based on the results of the survey, work well-being at CapMan
is on a good level. The overall outcome of general job satisfac-
tion was 84/100, whereas in 2020 it was 80/100. The employ-
ees were very willing to recommend CapMan as an employer:
the total eNPS score of the organisation was 58 (2020: 41).
The eNPS target score was 40, which is generally considered
to be an excellent outcome. In the future, the company’s eNPS
target is to maintain a level of eNPS over 50.
Hybrid work
During 2022, the company applied a Hybrid Work Model.
At CapMan, the office is considered our main hub, but each
team defines the optimal amount of office work and remote
work, and practices are discussed together. During weekdays
from Monday to Thursday, approximately 60% of Cap Manians
worked at the office, whereas approximately 40% of the
employees worked from the office on Fridays.
CapMan was awarded a Future
Workplaces Certification 2022.
The Certification is granted
by Siqni to companies who
are leading their culture with
exceptional employee insight.
The Certificate requires excellent
overall performance in the
employee satisfaction survey.
58
– ENPS SCORE DEPICTING EMPLOYEES’
WILLINGNESS TO RECOMMEND CAPMAN
AS A WORKPLACE
(41 in 2020)
30 • CAPMAN ANNUAL REPORT 2022 • GROUP
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FINANCIAL STATEMENTS
RISK ASSESSMENT
RISKS
Risk management process and key risk categories
CapMan faces many different risks and
uncertainties, which could if realised
affect its strategic direction, financial
position, earnings, operations and
reputation. Assessment and management
of risks is an integral part of CapMan’s
ability to conduct its operations in a
successful manner. CapMan classifies
risks according to various categories
and identifies principal risks for each
category. CapMan performs an annual
review of the risk environment and
reports on any material developments
quarterly.
Risk management strategy and process
Risk management constitutes a significant part of CapMan’s
corporate governance. Risk needs to be managed rather than
avoided and consideration of risk should not stifle innovation.
Rather, consideration of risk should enable CapMan to make
better decisions.
As the risk definition includes both positive and negative effects
of uncertainty on company objectives, harnessing oppor-
tunities, as compared to only managing threats, should be
considered as part of risk management.
The Board of Directors decides on the risk appetite and risk
tolerance with the target to ensure continuity of operations and
to optimise CapMan’s ability to meet its objectives
The Chief Operating Officer, supported by the independent
Risk & Valuation team, has day-to-day responsibility for the
implementation and continuous development of the risk
management process.
Risk management objectives
Risk management at CapMan aims to
• Set the risk appetite and tolerance in accordance with
CapMan’s strategy;
• identify and assess key risk factors in CapMan’s operations
and business environment; and
• manage these risk factors to allow CapMan to achieve its
strategic and financial objectives.
Further risk management objectives
• Ensure the safety and wellbeing of employees;
• ensure the continuity of business operations;
• increase risk awareness throughout the organisation;
• protect the reputation of CapMan, its personnel and
investors;
• effectively allocate resources for risk treatment; and
• identify opportunities.
Risk identification Risk analysis Risk evaluation
RISK
TREATMENT
COMMUNICATION AND CONSULTATION
ESTABLISHING
THE CONTEXT
MONITORING, REVIEW AND REPORTING
CapMan’s risk management process
31 • CAPMAN ANNUAL REPORT 2022 • GROUP
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FINANCIAL STATEMENTS
1. Strategic risk
Strategic risks occur when, for internal or external reasons, the
company is unable to achieve its strategic targets, or the chosen
strategy proves incorrect or ineffective.
Strategic risk management at CapMan is a part of the over-
all Group strategy development. For example, strategic risks
are considered when evaluating which businesses, investment
strategies or funds are pursued, what kinds of investors or
clients are targeted with different products and services, how
concentrated the customer base is, or how to ensure business
continuity. Moreover, as CapMan’s success is based on skilled
and motivated personnel, who may be difficult to replace or
Key risk categories
CapMan categorises its risks and identifies the following principal risks for each category:
Risk category Principal risks
1. Strategic risk
•
Failure to achieve strategic or performance targets
•
Failure to select the correct strategy in a competitive environment
•
Failure to recruit key personnel
•
Failure to scale the business
2. Financial risk
•
Poor financial performance
•
Insufficient liquidity position
•
Failure to obtain fincancing
3. Market risks
•
Interest rate, inflation and asset price volatility
•
Changes in customer preferences
4. Operational risks
•
Cyber threats and system errors
•
Inadequate or failed processes or controls
•
Corruption, fraud or criminal behaviour
•
Mistakes
5. Regulatory risks
•
Adverse changes in the regulatory environment
6. Sustainability risk
•
Physical and transition risks of climate change
•
Inefficient procedures to address safety and well-being
•
Human rights risks in the supply chain
7. Reputational risk
•
Negative public perception
The drivers of principal risks under each risk category are further described below.
recruit, a people strategy together with continuous succession
planning are a key part of strategic risk management.
CapMan aims to have a diversified portfolio of businesses with
entrepreneurial teams and a diversified customer base. Strategic
risks and targets are continuously monitored by senior manage-
ment and Board of Directors.
2. Financial risk
Financial risk refers to risks impacting the financial position
and/or performance of the company.
CapMan’s turnover is to a large extent based on long-term
agreements and therefore risk levels are relatively low in the
short term. Similarly, the majority of the cost base is fixed
in the short term. Therefore, the biggest drivers for financial
risk for CapMan are returns of fund investments as well as
the timing and magnitude of carried interest, both of which
have significant exposure to market risk as well as the perfor-
mance of individual funds and portfolio assets. Monitoring
and managing these underlying risks is a key activity of all
investment teams. The risks are also monitored by the Risk &
Valuations team on a continuous basis.
Another key financial risk for CapMan is Group liquidity and
financing, as CapMan typically has sizeable off-balance sheet
liabilities relating to the commitments made to funds.
Financial risks are actively managed by continuous follow-up of
the liquidity position and cash flow forecasts and by maintain-
ing sufficient liquidity buffers relative to open commitments.
CapMan has long term financial objectives, including targets for
growth, return on equity and equity ratio, which are continuous-
ly monitored and regularly reported to senior management and
Board of Directors. CapMan also has a revolving credit facility
to ensure its ability to cover unexpected cash requirements. The
company targets a long maturity profile for debts by actively
managing its credit portfolio in order to secure long-term debt
financing at attractive terms also in the future.
3. Market risk
Market risk refers to the risk of losses arising from movements in
market prices, or the risk that the market or customer behaviour
changes in a way that makes CapMan’s business model or
product/service offering sub-optimal.
CapMan is exposed to significant market risk both due to its
significant investments in funds, as well as due to its reliance on
the international fundraising market in raising capital for its funds
under management. Market risk may also impact the timing and
magnitude of carried interest by causing delay or value impair-
32 • CAPMAN ANNUAL REPORT 2022 • GROUP
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ment of exits from the funds. Market risk is part of operating in
the finance industry and can be only partially mitigated.
CapMan aims to have a diversified portfolio of businesses and
investment strategies, covering multiple asset classes and
geographies. CapMan has also strategically improved its earnings
mix by launching different types of funds and also services less
dependent on the financial markets. Investments to funds and the
diversification as well as income from different business areas are
monitored as part of executing CapMan’s strategy and each time
new investments are decided.
4. Operational risk
Operational risk refers to the risk of loss resulting from inade-
quate or failed internal processes or systems, human error or
from external events.
For CapMan, the most important operational risks relate to cyber and
IT systems, compliance with often complex regulations and agree-
ments, fraud, corruption or other criminal behaviour, and mistakes
or human error.
CapMan has continuous process to monitor and manage opera-
tional incidents and risks. Issues are actively managed and there
are controls in place to mitigate risk for the most critical functions.
CapMan implements Anti-Money Laundering (AML) policies and
procedures designed to prevent and detect money laundering,
bribery and corruption and related activities. The activities involve
KYC (Know Your Customer) procedures on fund investors and
portfolio companies. These topics are covered by regular trainings
for employees. CapMan works together with reputable insurance
brokers to ensure reasonable insurance coverage for potential
liability that might result from any material conventional operative
incidents.
5. Regulatory risk
Regulatory risk refers to the risk of adverse changes in the
regulatory environment.
Fund and wealth management are regulated industries and Cap-
Man has subsidiaries that are regulated under AIFMD or MiFID re-
gimes. There are also several other laws and regulations that may
impact CapMan’s operations or strategy. CapMan has a dedicated
Compliance function, supported by Risk & Valuation, Legal and
ESG teams, to monitor regulatory changes in co-operation with
external advisors. In fund and investment structuring CapMan also
uses advisors to ensure up-to-date understanding of the latest reg
-
ulations, including concerning taxation. CapMan does not practise
aggressive tax planning.
The most significant ongoing regulatory developments that
impact the finance industry in Europe are related to sustainability.
CapMan continues to monitor and adapt to sustainability-related
and other regulation that impacts the industry.
6. Sustainability risk
Sustainability risk refers to environmental, social or governance
events or conditions that, if they occur, could cause a material
negative financial impact, or negatively impact the environment
or the people involved in CapMan’s operations or portfolio, and/
or other stakeholders.
CapMan has limited direct sustainability risk, due to limited
scope of operation and lack of any manufacturing operations.
However, CapMan AIFM integrates sustainability risks in its
decision-making process, as referred to under Article 3 of the
SFDR. Environmental risks can relate to, among others, to
climate-related risks (physical and transitional), biodiversity
or pollution. Social risks can relate to for instance safety and
well-being, human rights in the supply chain, and employee or
tenant satisfaction or others. Governance risks can relate to for
example inadequate management of ESG, management incen-
tives, corruption, bribery, cybersecurity, or data privacy. The
potential sustainability risks to which any investment is exposed
may cause a negative impact on the value of investments. Cap-
Man AIFM considers principal adverse impacts on sustainability
impacts of its investment decisions as described by Article 4
of the SFDR. On a Group level, sustainability risk may also con-
tribute significantly to reputational risk, in the event that there
would be a significant incident – even when the direct financial
impact on CapMan is limited due to low exposure through own
investments.
CapMan is committed to multiple sustainability reporting
initiatives to make its sustainability actions more transparent.
CapMan has implemented a restriction list to restrict or exclude
certain activities or industries from the investment scope.
7. Reputational risk
Reputational risk is the risk of negative publicity, poor public
perception or uncontrollable events to have an adverse impact
on CapMan’s reputation, thereby affecting its ability to meet
strategic or financial objectives or reducing shareholder value.
Reputational risk is a core risk for CapMan, since the business
mainly relies on mutual trust between business parties. Realisa-
tion of reputational risk could impact fundraising and deal flow
as well as the ability to attract and retain key employees, all of
which could have substantial impact on CapMan’s performance.
CapMan aims to build an ethical culture and has identified high
ethics as one of its values. CapMan has a Code of Conduct and
other policies in place to guide its employees beyond being
compliant with laws and regulations. CapMan also has controls,
such as a Whistleblowing Channel, in place and aims to maintain a
continuous dialogue with relevant stakeholders.
33 • CAPMAN ANNUAL REPORT 2022 • GROUP
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FINANCIAL STATEMENTS
CAPMAN PLC
Corporate Governance Statement 2022
Finnish Corporate Governance Code 2020
for listed companies issued by the Securities
Market Association which entered into force on
1 January 2020 (the “Code”). CapMan complies
with all of the recommendations of the Code.
This Corporate Governance Statement (the
“Statement”) has been prepared in compliance
with the Code’s Corporate Governance reporting
guidelines, it has been reviewed by the Audit
Committee of CapMan’s Board of Directors
(the “Board”) and it is issued separately from
the report by the Board. CapMan’s corporate
governance model also follows the Finnish laws,
the Articles of Association of the company and
the rules and directions of Nasdaq Helsinki Ltd.
The Code is publicly available on the
website of the Securities Market Association
at www.cgfinland.fi/en. For further information
regarding CapMan’s corporate governance,
please visit the company’s website at https://
www.capman.com/shareholders/governance/.
1 CapMan’s governance model
CapMan is a Finnish public limited liability
company headquartered in Helsinki, Finland.
The parent company CapMan Plc and its
subsidiaries form CapMan group. CapMan’s
shares are publicly listed in Nasdaq Helsinki.
CapMan’s governance model consists of the
General Meeting of shareholders, the Board
of Directors and the CEO. In the operative
management of the company the CEO is
assisted by the management group.
2 General Meeting of
the shareholders and the
Articles of Association
The highest decision-making power at CapMan
is held by the General Meeting of sharehold-
ers. Among other things, the General Meeting
adopts the financial statements, decides on
distribution of assets based on the proposal of
the Board, elects the members of the Board
and the auditor, decides on the discharge from
liability and on amendments to the Articles of
Association. The notice to the General Meeting,
the documents to be presented and the pro-
posals for the General Meeting are published
on the company’s website and, if needed, as a
stock exchange release three weeks prior to the
General Meeting at the latest.
In 2022, CapMan’s Annual General Meeting
(AGM) was held on 16 March in Helsinki.
In order to curb the spread of the Covid-19
pandemic, the General Meeting was organized
without shareholders’ and their proxy repre-
sentatives’ presence at the General Meeting
venue. Shareholders were able to participate
in the meeting and use their shareholder
rights only by voting in advance, by submitting
counterproposals in advance and by asking
questions in advance. In total 72 shareholders
representing approximately 31% of the reg-
istered share capital and voting rights voted
in advance. The decisions are available on the
company’s website at https://www.capman.
com/shareholders/general-meetings/.
CapMan’s Articles of Association and
material related to the General Meeting are
available on the company’s website at the
address: https://www.capman.com/sharehold-
ers/governance/.
3 Shareholders’ Nomination
Board
CapMan Plc’s 2018 AGM decided to establish
a Shareholders’ Nomination Board to prepare
future proposals concerning the election and
remuneration of the members of the Board to
the General Meeting. The AGM also adopted a
Charter for the Nomination Board. The Share-
holders’ Nomination Board shall serve until
further notice. The term of office of the mem-
bers of the Shareholders’ Nomination Board
expires annually after the new Shareholders’
Nomination Board has been nominated.
The Shareholders’ Nomination Board con-
sists of representatives nominated by the four
largest shareholders of the company and the
Chairman of CapMan Plc’s Board, serving as
an expert member. As an expert member the
Chairman of the Board of CapMan Plc does
not take part in the decision-making of the
Shareholders’ Nomination Board.
The following members were nominated
to the Shareholders’ Nomination Board in
September 2022: Stefan Björkman (Managing
Director of Föreningen Konstsamfundet r.f.,
representative of Silvertärnan Ab) (Chairman
of the Nomination Board), Mikko Mursula
(Chief Investment Officer of Ilmarinen Mutual
Pension Insurance Company), Ari Tolppanen
(Chairman of the Board of Oy Inventiainvest
Ab) and Mikko Kalervo Laakkonen. Addition-
ally, Andreas Tallberg, the Chairman of the
Board of CapMan Plc, served as the expert
member on the Shareholders’ Nomination
Board.
The Nomination Board convened three
times in 2022. The Nomination Board
conducted an evaluation of the Board work,
discussed, in particular the size, composition
and diversity of the Board and the areas of
expertise that are deemed most beneficial
for the company. The Nomination Board also
reviewed the remuneration of the Board and
gave its proposals to the Annual General
Meeting on 26 January 2022. The proposals
were published as a stock exchange release.
The Charter of the Shareholders’ Nomina-
tion Board is available on CapMan’s website
at: https://www.capman.com/shareholders/
governance/nomination-board/
4 Board of Directors
4.1 Composition of
the Board of Directors
All members of the Board are elected yearly
by the Annual General Meeting. There is no
specific order for the appointment of Board
members in the Articles of Association.
According to the Articles of Association, the
Board comprises at least three and at most
nine members, who do not have deputies.
Members are elected for a term of office,
which starts at the close of the Annual
General Meeting at which they were elected
34 • CAPMAN ANNUAL REPORT 2022 • CORPORATE GOVERNANCE
GROUP
CORPORATE GOVERNANCE
Corporate Governance Statement
Board of Directors
Management Team
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
and ends at the close of the Annual General
Meeting following their election. The Board
elects a Chair and a Vice Chair from among
its members. The Shareholders’ Nomination
Board makes the proposals on the composi-
tion of the Board and the remuneration for
the Board and Committee Members to the
Annual General Meeting. The Shareholders’
Nomination Board’s proposals are typical-
ly published as a separate stock exchange
release and are also included in the notice to
convene the Annual General Meeting.
The Annual General Meeting held on 16
March 2022 elected six members to the
Board of Directors. Mr. Johan Bygge, Ms.
Catarina Fagerholm, Ms. Mammu Kaario,
Mr. Olli Liitola, Mr. Johan Hammarén and
Mr. Andreas Tallberg were re-elected to the
Board. Mr. Eero Heliövaara had announced
that he was not available for re-election. At its
organisational meeting on 16 March 2022,
the Board elected from among its members
Andreas Tallberg as its Chair and Mammu
Kaario as Vice Chair.
The biographical details of the Board mem-
bers are presented in the table on page 7.
4.2 Diversity of the Board of
Directors
The company values that its Board mem-
bers’ have diverse backgrounds taking into
account the competencies that are relevant
for CapMan’s business, such as know-how of
the financial sector. The aim is that the Board
consists of representatives of both genders
and different age groups, that the Board
members have versatile educational and pro-
fessional backgrounds and that the Board of
Directors as a whole has sufficient experience
on an international operating environment.
The company considers that the com-
position of its Board is in its current form
sufficiently aligned with the objectives set for
the diversity of the Board composition. In
2022 both genders were represented in the
Board (33% female, 67% male), the members
were between 53 and 66 years of age, their
educational backgrounds were relevant to the
company’s operations, and they had experi-
ence on both international and local operating
environments.
4.3 Independence of the Board
members
The majority of the Board must be inde-
pendent from the company. At least two of
the members that are independent from the
company shall also be independent of the
company’s significant shareholders.
The Board made an assessment on the
independence of the Board members in its
organisational meeting on 16 March 2022.
According to the assessment Johan Bygge,
Catarina Fagerholm, Mammu Kaario, Olli
Liitola and Andreas Tallberg were independent
of both the company and its significant share-
holders. Johan Hammarén was non-inde-
pendent of company’s significant shareholder
Silvertärnan Ab through board membership,
and non-independent of the company due to his
employment with a group company until 2019.
Shares and share-based rights of each
Board member and corporations over which
he/she exercises control in the company and
its group companies are presented in the
table on page 7.
4.4 Duties and responsibilities of
the Board
Under the Finnish Companies Act and
CapMan’s Articles of Association, the Board
is responsible for the administration of the
company and the proper organisation of its
operations. The Board is also responsible for
the appropriate arrangement of the control
of the company’s accounts and finances. The
Board has confirmed a written charter for its
work, which describes the main tasks and du-
ties, working principles and meeting practices
of the Board, and an annual self-evaluation of
the Board’s operations and working methods.
In accordance with the charter, the main
duties of the Board were:
•
to convene the General Meetings of share-
holders
•
to appoint and dismiss the CEO
•
to supervise the management
•
to approve strategic and financial objectives
•
to approve the budget
•
to decide on the establishment of new
CapMan funds and the level of CapMan’s
own commitments therein
•
to decide on fund investments to other
than CapMan funds and direct investments
exceeding EUR 5 million
•
to decide on major changes in the business
portfolio
•
to ensure that the company has a proper
organisation
•
to ensure the proper operation of the man-
agement system
•
to approve annual financial statements and
interim reports
•
to ensure that the supervision of the
accounting and financial management is
properly organised
•
to ensure that the business complies with
relevant rules and regulations
•
to approve the principles of corporate
governance, internal control, risk manage-
ment as well as other essential policies and
practices
•
to decide on the CEO’s remuneration as
well as on the remuneration policy of other
executives and CapMan’s key employees
•
to confirm the central duties and operating
principles of the Board committees
The Chair of the Board ensures and moni-
tors that the Board fulfils the tasks appointed
to it under legislation and by the company’s
Articles of Association.
4.5 Work of the Board in 2022
In 2022, the Board of Directors met eight
times. The Board had seven meetings in the
composition as elected by the 2022 AGM and
one meeting in the composition as elected by
the 2021 AGM.
The table on page 7 presents Board mem-
bers’ attendance at the meetings in 2022.
5 Board Committees
The Board may establish Committees to
ensure efficient preparation of the matters
under its responsibility. The Committees are
established, and their members are elected
from among the members of the Board in
the Board’s organisational meeting to be
held after the AGM for the same term as
the Board. The Committees shall consist
of at least three members. The charters for
each committee shall be confirmed by the
35 • CAPMAN ANNUAL REPORT 2022 • CORPORATE GOVERNANCE
GROUP
CORPORATE GOVERNANCE
Corporate Governance Statement
Board of Directors
Management Team
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Board of Directors in 2022
Name Personal information
Shares and
share-based rights as of
31 Dec 2022
Attendance
at the Board
meetings
Attendance at
the Committee
meetings
Andreas
Tallberg*
Chairman of the Board since 2017
Member of the Board since 2017
Born: 1963
Education: M.Sc. (Econ.).
Main occupation: CEO of Oy G.W. Sohlberg Ab
Chairman of the Remuneration Committee
Expert member of the Shareholders’ Nomination Board
Independent of the company and significant shareholders
11,530 8/8
Remuneration
Committee:
2/2
Nomination
Board: 3/3
Johan
Bygge
Member of the board since 2021
Born: 1956
Education: BA (Econ.)
Main occupation: Board professional
Member of the Audit Committee
Independent of the company and significant shareholders
28,500 7/8
Audit Committee:
5/5
Catarina
Fagerholm
Member of the board since 2018
Born: 196
Education: M. Sc. (Econ.)
Main occupation: Board professional
Member of the Audit and Remuneration Committees
Independent of the company and significant shareholders
73,011 8/8
Audit committee:
5/5
Remuneration
Committee: 2/2
Johan
Hammarén*
Member of the Board since 2020
Born: 1969
Education: LL.M., Bachelor of Science (Econ.)
Main occupation: Managing Director, Oy Hammarén & Co Ab, board professional
Non-independent of the significant shareholders and non-independent of the company
0 8/8
Eero
Heliövaara**
Member of the board since 2018
Born: 1956
Education: M.Sc. (Eng.), M.Sc. (Business Admin.)
Main occupation: Board professional
Member of the Remuneration Committee
Independent of the company and significant shareholders
N/A 1/1
Remuneration
Committee:
2/2
Mammu
Kaario
Member of the Board since 2017
Born: 1963
Education: LL.M., MBA
Main occupation: Board professional
Chairman of the Audit Committee
Independent of the company and significant shareholders
38,071 8/8
Audit Committee:
5/5
Olli
Liitola
Member of the Board since 2019
Born: 1957
Education: M.Sc. (Tech.).
Main occupation: Board professional
Member of the Remuneration Committee
Independent of the company and significant shareholders
2,150,000 8/8
Remuneration
Committee 0/0
*
)
In addition, Andreas Tallberg’s controlling interest company Oy Nissala Ab and closely associated company Oy G.W. Sohlberg Ab, and Johan Hammarén’s
controlling interescompany Oy Hammarén & Co are minority owners in Silvertärnan Ab, which owns 13.5% of the shares in CapMan Plc.
**
)
A member of the Board of Directors until the AGM held on 16 March 2022
36 • CAPMAN ANNUAL REPORT 2022 • CORPORATE GOVERNANCE
GROUP
CORPORATE GOVERNANCE
Corporate Governance Statement
Board of Directors
Management Team
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Board. The Chairs of the committees report
to the following Board meeting on the topics
discussed in the committee meetings. Also,
the materials presented, and the minutes of
the committee meetings are delivered to the
Board for information. The committees do
not have autonomous decision-making power,
but the Board makes the decisions within its
competence collectively.
In its organisational meeting held on 16
March 2022, CapMan’s Board of Directors
established an Audit and Remuneration
Committee.
5.1 Audit Committee
The Audit Committee has been established to
improve the efficient preparation of matters
pertaining to financial reporting and super-
vision.
The duties of the Audit Committee included:
•
monitoring the financial position of the
company
•
monitoring and assessment of the financial
reporting process
•
monitoring and assessment of the compa-
ny’s internal control and risk management
systems and compliance processes
•
monitoring and assessment of the most
significant financial and tax risks
•
review of the company’s Corporate Govern-
ance Statement
•
monitoring the statutory audit of the finan-
cial statements and consolidated financial
statements
•
evaluating the independence of the statu-
tory auditor or audit company, particularly
the provision of related services
•
other communications with the auditor
•
preparing the proposal for resolution on the
election of the auditor
•
defining the principles concerning the mon-
itoring and assessment of related party
transactions
•
monitoring and assessment of the process-
es and risks relating to IT security
•
evaluation of the use and presentation of
alternative performance measures
•
monitoring and assessment of any special
issues allocated by the Board and falling
within the competence of the audit com-
mittee.
The Board has in its organisational meeting
on 16 March 2022 elected Mammu Kaario
(Chair), Catarina Fagerholm and Johan Bygge
as members of the Audit Committee. In 2022,
the Committee met five times. The table on
page 7 presents the Committee members’
attendance at the meetings.
All members of the Audit Committee were
independent of the company and its signifi-
cant shareholders. All members of the Audit
Committee are experienced in demanding
positions in financial administration and
business management and they hold degrees
suitable for Audit Committee members.
5.2 Remuneration Committee
The Remuneration Committee has been estab-
lished to improve the efficient preparation of
matters pertaining to the remuneration of the
CEO and the rest of the management team as
well as the remuneration policy covering the
company’s other personnel.
The main duties of the Remuneration Com-
mittee in accordance with the charter were
to assist the Board by preparing the Board
decisions concerning:
•
CEO remuneration
•
company’s executive remuneration princi-
ples and individual situations as required
•
company’s overall principles for total com-
pensation structure
•
Remuneration Policy and Report for the
governing bodies.
The Committee further contributed to:
•
securing the objectivity and transparency
of the decision-making regarding remuner-
ation issues in the company
•
systematic alignment of remuneration prin-
ciples and practice with the company strat-
egy and long-term and short-term goals
The Board has in its organisational meeting
on 16 March 2022 elected Andreas Tallberg
(Chair), Catarina Fagerholm and Olli Liitola as
members of the Remuneration Committee.
The Committee convened twice in in 2022.
The table below on page 7 presents the Com-
mittee members’ attendance at the meetings.
All members of the Remuneration Commit-
tee are independent of the company and its
significant shareholders.
6 Chief Executive Officer
(CEO)
In 2022, CapMan’s CEO was Joakim Frimodig
(born 1978, BA (Oxon)). Frimodig’s shares
and share-based rights and those of the
companies over which he exercises control are
presented in the table on page 9.
The Board elects the company’s CEO. The
terms and conditions of the CEO’s service
are specified in writing in the CEO’s service
contract, which is approved by the Board. The
CEO manages and supervises the company’s
business operations according to the Finnish
Companies Act and in compliance with the
instructions and authorisations issued by
the Board. The CEO shall see to it that the
accounts of the company are in compliance
with the law and that its financial affairs have
been arranged in a reliable manner. Generally,
the CEO is independently responsible for the
operational activities of the company and for
day-to-day decisions on business activities
and the implementation of these decisions.
The CEO appoints the heads of business
areas. The Board approves the recruitment of
the CEO’s immediate subordinates. The CEO
cannot be elected as Chair of the Board.
7 Management Group
The main tasks of the Management Group
consist of (i) coordination of team strategy,
fundraising, resources as well as coordination
of marketing and brand, (ii) implementation
of decisions by the Board and the CEO/
Management Group, (iii) supporting deci-
sion-making through providing information
and active participation, and (iv) spreading
information within the teams and implement-
ing decisions as agreed in the Management
Group. The composition of the Management
Group, responsibilities and the shares and
share-based rights of the members of the
Management Group and of the companies
over which they exercise control in the end of
the financial year of 2022 are presented in
the table below.
37 • CAPMAN ANNUAL REPORT 2022 • CORPORATE GOVERNANCE
GROUP
CORPORATE GOVERNANCE
Corporate Governance Statement
Board of Directors
Management Team
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Management Group in 2022
Name Responsibilities Personal information
Shares and share-based rights
on 31 Dec 2022
Joakim Frimodig
*
CEO Born: 1978
Education: BA (Oxon)
Shares: 1,015,500
Anna Berglind
Head of People and Culture Born: 1974
Education: M.Sc. (Soc.)
Shares: 221,265
Atte Rissanen
CFO Born: 1987
Education: M. Sc. (Econ.)
Shares: 229,718
Heidi Sulin
COO Born: 1979
Education: LL.M.
Shares: 108,275
Christian Borgström
Head of CapMan Wealth Services Born: 1971
Education: M.Sc. (Econ.)
Shares: 893,400
Antti Kummu
Head of CapMan Growth Equity Born: 1976
Education: M.Sc. (Econ.), CFA
Shares: 50,031
Pia Kåll
Head of CapMan Buyout Born: 1980
Education: M.Sc. (Tech.)
Shares: 143,400
Maximilian Marschan
Head of CaPS Born: 1974
Education: M.Sc. (Econ.)
Shares: 177,900
Mika Matikainen
Head of CapMan Real Estate Born: 1975
Education: M. Sc. (Econ),
M.Soc.Sc
Shares: 162,000
Ville Poukka
Head of CapMan Infra Born: 1981
Education: M.Sc. (Econ)
Shares: 217,683
Mari Simula
Head of Fund Investor Relations Born: 1982
Education: M.Sc. (Tech.)
Shares: 353,142
*
In addition, Joakim Frimodig’s controlling interest company Boldhold Oy is a minority owner in Silvertärnan Ab, which owns 13.5% of all shares in CapMan Plc.
CapMan’s internal control and risk
management concerning financial reporting
is designed to provide, inter alia, reasonable
assurance concerning the reliability, compre-
hensiveness and timeliness of the financial
reporting and the preparation of financial
statements in accordance with applicable
laws and regulations, generally accepted
accounting principles and other requirements
for listed companies. The objective is also
to promote good corporate governance and
risk management practices and to ensure
the compliance with laws, regulation and
CapMan’s internal policies.
9.1 General description of the
financial reporting process
CapMan’s operating model is based on having
a local presence in Finland, Sweden, Den-
mark, Norway, Estonia, Luxembourg and the
UK, and operating the organisation across
national borders. CapMan’s subsidiaries
and branches in eight countries report their
results on a monthly or quarterly basis to the
parent company. The bookkeeping function is
mainly outsourced.
Financial information is assembled, cap-
tured, analysed, and distributed in accordance
with existing processes and procedures. The
group has a common reporting and consol-
idation system that facilitates compliance
with a set of common control requirements.
The monthly accounting entries of the most
significant subsidiaries and branches are
transferred to the group’s reporting system on
an entry-by-entry level. The other subsidiaries
submit their figures either monthly or quar-
terly to the group accounting to be entered to
the group reporting system for consolidation.
8 Internal control and risk
management
The aim of CapMan’s internal control and risk
management is to ensure that the company’s
operations are efficient, appropriate, reliable
and in compliance with regulation, and that
risks associated with the company’s business
and objectives are identified and appropriately
monitored and managed. The group’s internal
control system is an essential part of the
group’s management system and consists
of organization structure, policies, process-
es, working instructions, allocation of tasks
and responsibilities, approval authorizations,
manual and automated controls, monitoring
reports and reviews. The Board and the CEO
are responsible for the internal control and
the risk management but the internal control
is conducted on all levels of the organization,
in all business and support functions. Each
employee is individually responsible for the
compliance of policies and instructions and for
reporting the faults and malpractice to his/her
supervisor or other designated persons.
9 Internal control and risk
management pertaining to
the financial reporting
The internal control and risk management
pertaining to the financial reporting process
is part of CapMan’s overall internal control
framework. The key roles and responsibilities
for internal control and risk management have
been defined in the group’s internal guide-
lines which are approved and updated by the
management and/or the Board of Directors
of the company.
38 • CAPMAN ANNUAL REPORT 2022 • CORPORATE GOVERNANCE
GROUP
CORPORATE GOVERNANCE
Corporate Governance Statement
Board of Directors
Management Team
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
The reported figures are reviewed in subsid-
iaries as well as in group accounting. Group
accounting also monitors the balance sheet
and income statement items by analytically
reviewing the figures. The consolidated
accounts of CapMan are prepared in compli-
ance with International Financial Reporting
Standards (IFRS) as adopted by the EU.
9.2 Control and risk management
of the financial reporting process
The Board has the overall responsibility for
the proper arrangement of internal control
and risk management over financial reporting.
The Board has appointed the Audit Commit-
tee to undertake the more specific tasks in
relation to financial reporting process control
such as monitoring the financial statements
reporting process, the supervision of the fi-
nancial reporting process and monitoring the
efficiency of the company’s internal control.
The Audit Committee also reviews regularly
the main features of the internal control and
risk management systems pertaining to the
financial reporting process.
The management of the group is respon-
sible for the implementation of internal
control and risk management processes and
for ascertaining their operational effective-
ness. The management is also responsible
for ensuring that the company’s accounting
practices comply with laws and regulations
and that the company’s financial matters are
managed in a reliable and consistent manner.
The CEO leads the risk management
process by defining and allocating respon-
sibility areas. The CEO has nominated the
group’s COO as risk manager to be in charge
of coordinating the overall risk management
process. The risk manager reports to the Audit
Committee on matters concerning internal
control and risk management. The manage-
ment has allocated responsibility for establish-
ing more specific internal control policies and
procedures to personnel in charge of different
functions. The group’s management and
accounting departments possess appropriate
levels of authority and responsibility to facil-
itate effective internal control over financial
reporting.
9.3 9.3 Risk assessment and
control activities
Risks related to the financial reporting process
are identified through the objectives of finan-
cial reporting. The risk assessment process is
designed to identify financial reporting risks
and to determine how these risks should be
managed. Control activities based on risk as-
sessments are determined for all levels of the
organisation. These activities include guide-
lines and instructions, approvals, authorisa-
tions, verifications, reconciliations, analytical
reviews, and segregation of duties.
In the annual strategy process of the group,
the identified risks are reviewed, the risk
management control activities are mapped
and effects of potential new identified risks
on the strategy are evaluated. The objectives
and responsibilities of the risk management
process as well as the determination of the
risk-appetite were updated during 2022.
9.4 Information and
communication pertaining to the
financial reporting
CapMan has defined the roles and responsi-
bilities pertaining to financial reporting as a
part of the group’s information and com-
munication practices. External and internal
information regarding financial reporting and
its internal control is gathered systematically,
and relevant information on the group’s trans-
actions is provided to the management. Up-
to-date information relevant for the financial
reporting is presented in a timely manner to
the relevant functions such as the Board and
the Management Group. All external commu-
nications are carried out in accordance with
the group disclosure policy, which is available
on the company’s website: https://www.cap-
man.com/shareholders/statements-policies/
disclosure/
9.5 The organisation and
monitoring of internal control
activities
To ensure the effectiveness of internal control
pertaining to financial reporting, monitor-
ing activities are conducted at all levels of
the organisation. Monitoring is performed
through ongoing follow-up activities, separate
evaluations or a combination of the two. Sep-
arate internal audit assignments are initiated
by the Board or management. The scope and
frequency of separate evaluations depend pri-
marily on the assessment of risks and the ef-
fectiveness of ongoing monitoring procedures.
Internal control deficiencies are reported to
the management, and serious matters to the
Audit Committee and the Board.
Group accounting performs monthly
consistency checks of income statement and
balance sheet for subsidiaries and business
areas. The group accounting team also
conducts management fee and cost analysis,
quarterly fair value change checks, impair-
ment and cash flow checks as well as control
of IFRS and other applicable regulatory
changes. The Audit Committee and the Board
regularly review group-level financial reports,
including comparison of actual figures with
prior periods and budgets, other forecasts,
monthly cash flow estimates and covenant
levels. In addition, the Audit Committee
monitors in more detail, among others, the re-
porting process (including the management’s
discretionary evaluations), risk management,
internal control and audit.
The Risk and Valuations team, which is
independent from the investment teams,
is responsible for the quarterly valuation
process, monitoring and forecasting fair value
movements and preparing the models for and
calculating carried interest income for the
funds under the management of the Group.
CapMan’s subsidiaries holding a license to
act as alternative investment fund manager
or investment firm granted by the Finnish
Financial Supervisory Authority, have separate
risk management and internal audit functions
as required by applicable laws.
The compliance function oversees that the
operations of the CapMan group comply with
regulation and that the group companies will
adopt the relevant new regulations promptly.
39 • CAPMAN ANNUAL REPORT 2022 • CORPORATE GOVERNANCE
GROUP
CORPORATE GOVERNANCE
Corporate Governance Statement
Board of Directors
Management Team
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
10 Other information
10.1 Procedures related to insider
administration
CapMan complies with the Market Abuse
Regulation’s (“MAR”, 596/2014) rules on
managers’ transactions and insider manage-
ment and the guidelines for insiders issued by
Nasdaq Helsinki. In addition, CapMan has its
own internal policy regarding insider man-
agement. The group’s compliance function
is responsible for insider administration and
shall e.g. monitor that employees comply
with insider rules and trading restrictions,
maintain project-specific insider lists, arrange
internal trainings for employees on insider
rules and on disclosure responsibilities of
listed companies.
CapMan maintains an internal, non-public
list on managers and persons closely associ-
ated with them, which are, according to MAR,
obliged to disclose all transactions made
with financial instruments issued by CapMan.
CapMan has determined the members of the
Board and the Management Group (including
the CEO) as managers defined in the MAR
(hereinafter “Manager(s)”). Each Manager has
been instructed to inform the persons closely
associated with them about the obligation to
disclose transactions. CapMan publishes a
release on each transaction which has been
executed by a Manager or his/her closely as-
sociated person with the financial instruments
issued by CapMan in case the total value
of all transactions of this person exceeds
EUR 5,000 within a calendar year. The total
holding of CapMan’s shares and share-based
rights of each Manager is annually published
as a part of the Annual Report.
CapMan maintains project-specific insider
lists for the projects, as set out in MAR, which
may have a significant effect on the prices of
the financial instruments issued by CapMan.
These project-specific insider lists are drafted
and maintained in accordance with the MAR
and CapMan’s internal policies and are
established following a decision to delay the
disclosure of inside information. The persons
added to the project-specific list and other
persons who possess inside information
related to CapMan, are advised not to trade in
financial instruments issued by CapMan. Prior
to trading in CapMan’s financial instruments,
each manager and employee is obliged to
personally assess whether he/she is in the
possession of inside information related to
CapMan.
CapMan’s Managers (as defined above) or
employees who receive financial information
related to CapMan Plc are not permitted to
trade in financial instruments issued by Cap-
Man during a closed period of 30 calendar
days prior to the publication of CapMan’s
interim reports, half year financial report or
financial statements bulletin (closed period).
The publication dates are announced annually
over a stock exchange release. CapMan’s
Managers and employees have been in-
structed to inform their closely associated
persons regarding closed periods and trading
restrictions on CapMan’s financial instru-
ments during the closed period. According to
the internal trading pre-approval procedure,
the Managers of CapMan group are obliged
to request a written pre-approval from the
group’s compliance function before trading in
financial instruments issued by CapMan.
CapMan’s whistleblowing channel offers a
possibility to alert CapMan about suspicions
of misconduct in confidence and/or anony-
mously, including market abuse. The channel
is available on the company’s intranet.
During 2022, no whistleblowing reports were
received.
10.2 Principles regarding Related
Party Transactions
The company does not customarily enter into
transactions with its related parties which
would be significant for the company and
deviate from the ordinary course of business
or would be conducted in deviation from
customary market terms. Possible significant
and out of ordinary transaction deviating
from market terms would be discussed in the
Board meeting. The Board also confirms the
company’s principles regarding related party
transactions. The related party transactions
are monitored by the financial administra-
tion and the legal function as part of the
company’s customary reporting and control
processes and the relevant persons are
instructed of the related party matters. The
company maintains a list of its related parties
and related-party transactions are reported
in the financial statements, and significant
related-party transactions published as stock
exchange releases, in accordance with appli-
cable rules and regulations.
10.3 Audit fees
Ernst & Young Oy, authorised public account-
ants, acted as auditor of the company in
2022. Ms. Kristina Sandin, APA, acted as the
lead auditor. The audit fees paid to the auditor
amounted to 361,000 euros (293,000 euros
2021) and the fees related to other non-audit
related services amounted to 12,000 euros
(10,000 in 2021).
10.4 Internal audit
Taking into account the nature and extent
of the company’s business CapMan has not
considered it necessary to organise internal
audit as a separate function. The internal audit
of the licensed operation has been outsourced
to an external service provider.
40 • CAPMAN ANNUAL REPORT 2022 • CORPORATE GOVERNANCE
GROUP
CORPORATE GOVERNANCE
Corporate Governance Statement
Board of Directors
Management Team
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Andreas Tallberg
Chairman of the Board of Directors
Born: 1963
Independence: Independent board member
Board Committees: Remuneration Committee
(Chairman)
Education: M.Sc. (Econ.)
Holdings in CapMan Plc (31 December 2022)*:
11,530 shares
Main Occupation: CEO at Oy G.W. Sohlberg AB
Key Board Memberships:
CapMan Oyj (Chair, 2017–)
Nissala Oy (Chair)
Mehiläinen (Chair)
Retta Group (Chair)
Rothschild Nordic AB (Member)
Altor (Senior Advisor)
Key employment history:
Andreas Tallberg has served as the CEO of Finnish
investment company Oy G.W. Sohlberg Ab since
2007. Between 1996 and 2006 he was a senior
partner at EQT. Before this, he has worked in business
development for Nokia Corporation, Wilson Sporting
Goods and Amer Group. Tallberg also has extensive
experience from board work. He has been Chairman
of the Board of Glaston Oyj, Detection Technology Oyj,
Staffpoint, Perlos Oyj, TG Group and Wulff Oyj. Tallberg
was also the Deputy Chairman of the Board of Lite-On
Mobile and a member of the Board of Directors at
Handelsbanken Finland Branch.
* Tallberg’s controlling interest company Oy Nissala
Ab and closely associated legal person Oy G.W.
Sohlberg Ab are minority owners of Silvertärnan Ab,
which owns 13.5% of the shares in CapMan Plc.
Mammu Kaario
Deputy Chairman of the Board of Directors
Born
: 1963
Independence: Independent board member
Board Committees: Audit Committee (Chairman)
Education: Master of Laws (LL.M.), MBA
Holdings in CapMan Plc (31 December 2022): 38,071
shares
Main Occupation: Board professional
Key Board Memberships:
CapMan Plc (Deputy Chair, 2017–)
Ponsse Oyj
Aspo Oyj
Lapti Oy
Gofore Oy
Puuilo Oyj
SAKA Finland Group Oyj
Key employment history:
Mammu Kaario has more than 25 years of
experience from the finance industry. She was CEO
of Partnera Oy between 2016 and 2017 and an
investment manager at Korona Invest between 2011
and 2016. Further, Kaario was a partner at Unicus
Ltd between 2005 and 2010 and has held several
financial advisory positions between 2004 and 2010.
Before this, Kaario was an investment banker for
15 years at Conventum Oyj, among others.
Board of
Directors
Johan Bygge
Member of the board
Born: 1956
Independence: Independent board member
Board Committees: Audit Committee
Education: BA (Econ.)
Holdings in CapMan Plc (31 December 2022):
28,500 shares
Main Occupation: Board professional
Key Board Memberships:
CapMan Plc (Member, 2021–)
Guard Therapeutics (Chair, 2021–)
Scandi Standard (Chair, 2021–)
Getinge AB (Member, 2007–)
AP3, Swedish National Pension fund (Vice Chair,
2019–)
Lantmännen Ek För (Member, 2019–)
SNS Förtroenderåd (Member 2015–)
Key employment history:
Johan Bygge was COO and held several senior
advisory positions in EQT AB in 2011–2019.
He was CFO at Investor AB in 2007–2011. In 2007,
he was Acting CFO and EVP at Capio. He held
several leadership positions, including EVP, CFO
and Controller, at AB Electrolux in 1987–2006.
He was Deputy Group Treasurer and Deputy Group
Controller at Ericsson in 1983–1987. Bygge started
his career as Auditor at Arthur Andersen & Co,
where he worked 1982–1983.
41 • CAPMAN ANNUAL REPORT 2022 • BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
Corporate Governance Statement
Board of Directors
Management Team
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Olli Liitola
Member of the board
Born: 1957
Independence: Independent board member
Education: M.Sc. (Eng.)
Holdings in CapMan Plc (31 December 2022):
2,150,000 shares
Main occupation: Board professional
Key Board Memberships:
CapMan Plc (2019–)
Harvia Group Oyj (Chair 2014–)
Key employment history:
Olli Liitola has over 25 years of experience in private
equity. Olli Liitola has worked at CapMan since 1991
and has acted in several management positions at
CapMan Group, among others as CFO and Senior
Partner. Liitola has extensive experience in board
work. He has served as Chairman of the Board
at Lunawood Oy, Puulämpö Yhtiöt Oy and PPTH-
Norden Oy and been a Member of the Board at
Pretax Oy, NICE Entertainment Group Oy and Bright
Group Oy.
Johan Hammarén
Member of the board
Born: 1969
Independence: Non-independent of the company’s
largest shareholders, non-independent of the
company
Education: LL.M., B.Sc. (Econ.)
Holdings in CapMan Plc (31 December 2022)*:
–
Main occupation: Managing Director at Oy
Hammarén & Co Ab, Board Professional
Key Board Memberships:
CapMan Plc (2020–)
Fondia Oyj
Aktia Bank Oyj
Silvertärnan Ab
Pieni Kirahvi Oy Ab (Kanniston Leipomo)
Naava Group Oy,
Livränteanstalten Hereditas Ab
Oy Hammarén & Co Ab
Key employment history:
Johan Hammarén is Managing Director at Oy
Hammarén & Co Ab. He was the founding partner
of JAM Advisors and has held several managerial
positions between 2012 and 2018. He was the
founding partner of Fondia Oyj and has held several
managerial positions between 2006 and 2012. He has
held several legal team positions at Nokia Corporation
between 2000 and 2006.
* Hammarén’s controlling interest company Oy
Hammarén & Co is a minority owner of Silvertärnan
Ab, which owns 13.5% of the shares in CapMan Plc.
Catarina Fagerholm
Member of the board
Born: 1963
Independence: Independent board member
Board Committees: Audit Committee (Member),
Remuneration Committee (Member)
Education:
M.Sc. (Econ.)
Holdings in CapMan Plc (31 December 2022):
73,011
shares
Main occupation: Board professional
Key Board Memberships:
CapMan Plc (2018–)
Attendo AB (publ)
Restel Ltd
Byggmax Group AB (publ)
Lekolar Group Ab
Key employment history:
Catarina Fagerholm served as CEO for Instru
Optiikka Ltd from 2007 to 2018. She was Member
of the Board, Deputy Chairman of the Board in
Altia between 2008 and 2015. She was Member of
the Board in Kaupan liitto during 2013–2018 and
Atasun Optik during 2012–2014. During 1998-2006
she was CEO of BSH Kodinkoneet Ltd (Finland and
Baltics) as well as member of the Management
Group in BSH Hausgeräte Northern Europe. Between
1996–1998 Fagerholm was Country and Brand
Director in Electrolux/AEG (Finland, Russia, Baltics).
She has had several managerial positions in Amer
Group Ltd in 1987–1996.
42 • CAPMAN ANNUAL REPORT 2022 • BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
Corporate Governance Statement
Board of Directors
Management Team
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Joakim Frimodig
CEO
Education: BA, Oxon
At CapMan since: 2016
Holdings in CapMan Plc (31 December 2022):
1,015,500 shares directly*
Joakim Frimodig has been the CEO of CapMan since
September 2017 and a Management Group member
since 2016. He joined CapMan from Summa
Capital, where he worked for the past 12 years, most
recently as Deputy Managing Partner. Prior to that,
he worked for Alfred Berg and ABN Amro Corporate
Finance.
Positions of trust
2021– Board Member, LPeC – Listed Private Capital
2020– Board Member, Tukikummit Foundation
2019– Board Member, Silvertärnan Ab
2019– Chair of the Board, CapMan For Good
Foundation
* In addition, Joakim Frimodig’s holding company
Boldhold Oy is a minority owner in Silvertärnan Ab,
which owns 13.5% of all shares in CapMan Plc
Anna Berglind
Head of People and Culture
Education: VTM, Certified Business Coach
®
At CapMan since: 2018
Holdings in CapMan Plc (31 December 2022): :
221,265 shares
Anna Berglind has been Head of People and Culture
and member of the Management Group in CapMan
from August 2018. She was Vice President, Human
Resources during 2013–2018 and HR Manager
during 2010–2013 at Mandatum Life.
Management
Team
Christian Borgström
Managing partner, CapMan Wealth Services
Education: M.Sc. (Econ.)
At CapMan since: 2019
Holdings in CapMan Plc (31 December 2022):
893,400 shares
Christian Borgström is the Managing Partner of
CapMan Wealth Services. He has more than 25
years of working experience in financial markets
working with asset management as well as corporate
analysis positions in Finland and abroad.
Positions of trust
2021– Board Member, Päivikki ja Sakari Sohlbergin
säätiö
2020– Board Member, Stiftelsen Rudolf och Emelie
Gesellius fond sr
2019– Board Member, the Helsinki Bourse Club
2018– Board Member, WIlhelm och Else
Stockmanns stiftelse sr.
2018– Board Member, Oy G.W.Sohlberg Ab
2016– Chairman of the Board, Stiftelsen Leon och
Alice Borgströms minne sr.
2016– Board Member, Oy Nordic Medcom Ab
2015– Board Member, Stiftelsen Pro Helsingfors sr.
2015– Board Member, Hélenè och Walter Grönqvist
stiftelse sr.
2011– Co-Chairman of the Board, Lisi Wahls
stiftelse för studieunderstöd sr.
43 • CAPMAN ANNUAL REPORT 2022 • MANAGEMENT TEAM
GROUP
CORPORATE GOVERNANCE
Corporate Governance Statement
Board of Directors
Management Team
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Maximilian Marschan
Managing Partner, CaPS
Education: M.Sc. (Econ.)
At CapMan since: 2009
Holdings in CapMan Plc (31 December 2022):
177,900 shares
Maximilian Marschan is the founder of CaPS.
Maximilian is responsible for the overall
management of CaPS. Prior to joining CapMan
in 2009, Maximilian has managed different sales
and procurement organisations for more than 20
years both in Finland and abroad. Maximilian is
also a member of the board at the CapMan for
Good Foundation and a has for years organised
fundraising for the Tukikummit foundation, which
works to prevent marginalisation of children and
youth.
Positions of trust
2019– Board Member, CapMan for Good foundation
Pia Kåll
Managing Partner, CapMan Buyout
Education: M.Sc. (Eng.)
At CapMan since: 2016
Holdings in CapMan Plc (31 December 2022):
143,400 shares
Pia Kåll joined CapMan Buyout in 2016 as a partner
and was designated managing partner in 2017.
Before joining CapMan, Kåll was on the Executive
Board of Outotec, where she was responsible
for Strategy, M&A, Marketing and Operational
Excellence. Previously she worked eight years at
McKinsey&Company where she was an Associate
Principal.
Positions of trust
2022– Board Member, Elisa Oyj
2022– Chair of the Board, Netox Oy
2020– Board Member, PDSVISION
2016– Board Member, Yrkesakademin
Mika Matikainen
Managing Partner, CapMan Real Estate
Education: M.Sc. (Econ.), M.Sc. (Soc.)
At CapMan since: 2006
Holdings in CapMan Plc (31 December 2022):
162,000 shares
Mika Matikainen joined CapMan in 2006, one
year after the inception of CapMan Real Estate,
and became the head of CapMan Real Estate
and a management group member of CapMan
in 2010. Matikainen has together with his team
been responsible for the expansion of CapMan
Real Estate from a local Finnish player into a pan-
Nordic asset manager. Simultaneously the investor
base of CapMan Real Estate has internationalized
substantially, now including international
institutional investors from Europe, North America,
and Asia. Prior to CapMan, he worked for UBS
Investment Bank in London.
Antti Kummu
Managing Partner, CapMan Growth
Education: M.Sc. (Econ.), CFA
At CapMan since: 2017
Holdings in CapMan Plc (31 December 2022):
50,031 shares
Antti Kummu is Head of CapMan Growth and
member of CapMan management team. Antti has
been a Partner of CapMan Growth since 2017 and
Manging Partner since July 2021. He has 25 years
of experience in working with growth companies as
an entrepreneur, senior financier, growth company
CFO and private equity investor and holds a long
experience as board member or chairman of the
board in multiple companies.
Positions of trust
2020– Chair of the Board, Finnish Minerals Group
Oy
44 • CAPMAN ANNUAL REPORT 2022 • MANAGEMENT TEAM
GROUP
CORPORATE GOVERNANCE
Corporate Governance Statement
Board of Directors
Management Team
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Atte Rissanen
CFO
Education: M.Sc. (Econ.)
At CapMan since: 2017
Holdings in CapMan Plc (31 December 2022):
229,718 shares
Atte Rissanen is CapMan’s CFO and responsible
for strategy and business development. He has
been with the Group since 2017, first as Director
responsible for strategy and business development
and since January 2022 in his current position.
Rissanen previously held corporate finance positions
at Summa Capital and EY.
Ville Poukka
Managing Partner, CapMan Infra
Education: M.Sc. (Econ.)
At CapMan since: 2017
Holdings in CapMan Plc (31 December 2022):
217,683 shares
Ville Poukka has 17 years of experience in private
equity and investment banking. Poukka is chair
at CapMan Infras investment and ownership
management committees. Poukka has been leading
CapMan Infra’s investments in leading Finnish bus
operator Koiviston Auto, Norwegian ferry operator
Norled, and district heating companies in both
Norway and Finland. He is currently member of
the board in Koiviston Auto. Before CapMan Poukka
worked at Danske Bank as Managing Director and
was responsible for Nordic Energy and Infrastructure
sector team in M&A advisory.
Positions of trust
2022– Board Member, Koiviston Auto Group
Mari Simula
Head of Fund Investor Relations
Education: M.Sc. (Eng.)
At CapMan since: 2007
Holdings in CapMan Plc (31 December 2022):
353,142 shares
Mari Simula has held several roles at CapMan since
2007 and before her current position, she worked as
a Partner at Scala Fund Advisory. Simula has long
experience from private equity fundraising, as well
as business development and strategy projects. In
her current role, she is responsible for group-level
fundraising and fund investor relations. Prior to
joining CapMan, she did research on the private
equity industry at the Research Institute of the
Finnish Economy, Etla.
Heidi Sulin
COO
Education: LL.M.
At CapMan since: 2021
Holdings in CapMan Plc (31 December 2022):
108,275 shares
Heidi Sulin has been COO of CapMan and member
of the Management Group since November 2021.
Sulin holds nearly 20 years of experience working in
the Nordic private equity and investment sector both
from the consultant and principal perspective. She
has held varied roles, ranging from interim CEO to
COO, General Counsel and other supportive group
functions roles which give her a wide generalist
experience. Sulin is one of CapMan’s many re-joiners
– she worked for the Company as General Counsel
on 2007–2016.
45 • CAPMAN ANNUAL REPORT 2022 • MANAGEMENT TEAM
GROUP
CORPORATE GOVERNANCE
Corporate Governance Statement
Board of Directors
Management Team
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Report of
the Board of Directors
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Report of the Board of Directors
Group turnover and result in 1–12 2022
CapMan Group’s turnover totalled MEUR 67.5 in the peri-
od spanning 1 January–31 December 2022 (1 January–31
December 2021: MEUR 52.8). The 28 per cent increase in turn-
over was mainly due to an increase in fee income and carried
interest compared to the previous year.
Operating expenses were MEUR 51.0 (MEUR 42.1) in total
and consisted of personnel expenses, depreciations and amor-
tisations, and other operating expenses.
Personnel expenses, including employer contributions, were
MEUR 34.6 (MEUR 30.6). The growth was mainly due to a high-
er headcount as well as MEUR 1.4 in expenses from the early
payment of the vested reward shares from the 2020 incentive
plan.
Depreciations and amortisations were MEUR 4.2 (MEUR
1.5) and included an impairment of goodwill in the amount of
MEUR 2.6 related to the disposal of the JAY Solutions business
after the financial year.
Other operating expenses amounted to MEUR 11.2 (MEUR
10.0).
Fair value changes of investments were MEUR +36.5 in 2022
(MEUR +33.9).
Following the strong development in turnover, controlled
cost development and positive fair value changes, the Group’s
operating profit was MEUR 53.1 (MEUR 44.6). Operating profit
excluding items affecting comparability was MEUR 55.7 (MEUR
44.6).
Financial income and expenses amounted to MEUR -5.5
(MEUR -4.0). Financial expenses increased mainly due to a
MEUR 1.2 write-down of loan receivables from an investment
team operating in Russia and formerly part of CapMan Group.
Profit before taxes was MEUR 47.6 (MEUR 40.6) and profit
after taxes was MEUR 41.0 (MEUR 35.4). Profit after taxes
excluding items affecting comparability was MEUR 43.6
(MEUR 35.4).
Diluted earnings per share were 24.8 cents (21.4 cents). Dilut-
ed earnings per share excluding items affecting comparability
were 26.4 cents (21.4 cents).
A quarterly breakdown of turnover and profit, together with
turnover, operating profit/loss, and profit/loss by segment
for the period as well as items affecting comparability are
described in the Notes to the Financial Statements in section 2
Segment information.
Management Company business
Turnover generated by the Management Company business for
the financial year 2022 totalled MEUR 55.9 (MEUR 43.6). The
28 per cent increase was mainly due to an increase in carried
interest and fee income from the previous year.
Fee income was MEUR 46.2 (MEUR 40.8) and grew by 13
per cent. New capital in funds and programmes, as well as
other asset management services, contributed favourably to fee
income for the year.
Carried interest income for the year totalled MEUR 9.6
(MEUR 2.9), mainly from the CapMan Growth Equity 2017 and
CapMan Nordic Real Estate funds, which transferred to carry
during 2022.
Of the turnover, 82 per cent was based on income booked
over time (91 per cent in 2021). The comparatively lower share
of turnover booked over time was due to a higher share of
carried interest in 2022 compared to the previous year.
Operating expenses of the Management Company business
amounted to MEUR 33.6 (MEUR 30.7). Operating profit of the
Management Company business was MEUR 22.3 (MEUR 13.2)
and grew by 69 per cent.
Service business
Turnover generated by Service business totalled MEUR 11.1
(MEUR 8.6 in 2021). All turnover was based on long-term
contracts and grew by 29 per cent due to growth of CaPS and
JAY Solutions.
CapMan and non-controlling shareholders of JAY Solutions
agreed on the sale of JAY Solutions to Bas Invest AB at the end
of 2022 and the transaction was completed on 1 February 2023.
CapMan owned 60 per cent of JAY Solutions before the trans-
action. The purchase consideration was MEUR 8, in addition
to which the sellers are entitled to an additional consideration
of MEUR 0.5, should JAY Solutions reach operating targets as
established together with the buyer. Following the closing of
the transaction after the end of the financial year, CapMan has
recorded a MEUR 2.6 impairment of goodwill during the finan-
cial year. The disposal of JAY Solutions is not expected to have
an impact on CapMan’s financial position or results for 2023.
Starting from 2023, CapMan’s Service business only includes
the procurement service CaPS.
Operating expenses of the Service business amounted to
MEUR 7.7 (MEUR 5.1), of which 2.6 was an item affecting com-
parability resulting from the disposal of JAY Solutions.
The operating profit of the Service business was MEUR 3.0
(MEUR 4.2). Excluding items affecting comparability, operating
profit was MEUR 5.6 (MEUR 4.2) and grew by 35 per cent.
47 • CAPMAN ANNUAL REPORT 2022 • REPORT OF THE BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
Key figures
Fees and carry
Investment business
Calculation of Key Ratios
FINANCIAL STATEMENTS
Investment business
Fair value of fund investments was MEUR 169.1 on 31
December 2022 (31 December 2021: MEUR 130.0). Fair value
changes were entirely driven by fund investments in 2022 and
were MEUR +36.5 (MEUR +33.9), corresponding to a 25.3 per
cent increase in value (1 January–31 December 2021: +26.9
per cent). The positive development of CapMan’s own funds is
mainly due to completed exits and a very favourable develop-
ment of many portfolio companies. Valuations have also been
adjusted downward following changes in peer group valua-
tions, due to which the positive fair value changes have been
more modest during the second half of 2022. The valuation
of external funds has increased particularly due to financing
rounds and partial exits completed during 2022.
CapMan invested a total of MEUR 29.3 in its funds in 2022
(MEUR 20.9). CapMan received distributions from funds totalling
MEUR 27.6 (MEUR 23.5 and disposals MEUR 16.5). The amount
of remaining commitments that have yet to be called totalled
MEUR 89.1 as at 31 December 2022 (31 December 2021: MEUR
90.3). Capital calls, distributions and remaining commitments
are detailed in the Notes to the Financial Statements in Section
17 Investments at fair value through profit and loss.
Operating profit for the Investment business was MEUR 35.7
(MEUR 32.7).
Table 1: CapMan’s investments booked at
fair value as at 31 December 2022
Fair value 31 Dec 2022 (MEUR)
Fund investments 169.1
Other long-term investments 0.4
Total 169.5
The majority of invested capital is in funds managed by
CapMan. In addition to own funds, CapMan invests selectively
in private market funds managed by external fund managers.
This strategy provides diversification benefits as external funds
are a complement to CapMan’s investments into own funds in
terms of strategy and/or geography. CapMan strives to have a
business connection between CapMan and external funds that
CapMan invests in.
Investments in portfolio companies are valued at fair value
in accordance with the International Private Equity and Venture
Capital Valuation Guidelines (IPEVG). Sensitivity analysis by
investment area is presented in the Tables section of this report.
Balance sheet and financial position as
at 31 December 2022
CapMan’s balance sheet totalled MEUR 270.5 as at 31
December 2022 (31 December 2021: MEUR 240.3). Non-
current assets amounted to MEUR 188.4 (MEUR 159.8), of
which goodwill totalled MEUR 7.9 (MEUR 15.3). Goodwill was
written down following the disposal of JAY Solutions.
Table 2: CapMan’s interest bearing debt
Debt amount
31 Dec 2022
(MEUR)
Matures
latest
Annual
interest
(%)
Debt amount
31 Dec 2021
(MEUR)
Senior bond (issued in 2018) - - 4.13% 31.5
Senior bond (issued in 2020) 50.0 Q4 2025 4.00% 50.0
Senior bond (issued in 2022) 40.0 Q2 2027 4.50% -
Long-term credit facility (drawn/available) 0/20.0 Q3 2024 1.75-2.70% 0/20.0
As at 31 December 2022, fund investments booked at fair
value totalled MEUR 169.1 (MEUR 130.0 as at 31 December
2021).
Other financial assets booked at fair value were MEUR 0.4
(MEUR 0.4).
Long-term receivables amounted to MEUR 5.5 (MEUR 10.1)
and decreased due to a write-down of loan receivables from an
investment team operating in Russia and formerly part of the
Group, as well as the transfer of receivables from long-term to
short-term, among others.
Current assets amounted to MEUR 76.4 (MEUR 80.4). Cash
in hand and at banks amounted to MEUR 55.6 (MEUR 65.2).
The assets of JAY Solutions, including its goodwill – MEUR
5.8 – and its liabilities – MEUR 0.7 – were classified as assets
held for sale and associated liabilities at the end of 2022. The
disposal of JAY Solutions was completed on 1 February 2023.
CapMan’s interest-bearing net debt amounted to MEUR 37.4
as at 31 December 2022 (MEUR 17.8). CapMan’s total inter-
est-bearing debt as at 31 December 2022 is outlined in Table 2.
48 • CAPMAN ANNUAL REPORT 2022 • REPORT OF THE BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
Key figures
Fees and carry
Investment business
Calculation of Key Ratios
FINANCIAL STATEMENTS
Assets under management as at
31 December 2022
Assets under management refers to the remaining investment
capacity, mainly equity, of funds and capital already invested
at acquisition cost or at fair value, when referring to mandates
and open-ended funds. Assets under management is calculated
based on the capital, which forms the basis for management
fees, and includes primarily equity without accounting for the
funds’ debt. The practice for calculating assets under man-
agement was updated at the end of 2022 to include all fee
generating assets managed by CapMan Wealth Services. The
comparison period figures have been adjusted accordingly.
Assets increase as fundraising for new funds progresses or
as investments are executed under investment mandates and
declines as exits are completed.
Assets under management was MEUR 5,039 as at 31
December 2022 (31 December 2021: MEUR 4,908). The
increase in assets under management was mainly due to the
establishment of and commitments to new funds. The increase
was modest due to completed exits, negative fair value changes
in open-ended real estate funds and the liquidation of old
funds during 2022. Assets under management per fund type is
displayed in Table 3.
Table 3: Assets under management
(incl. funds and mandates)
31.12.2022
(MEUR)
31.12.2021
(MEUR)
Real Estate 3,187 3,060
Private Equity & Credit 933 1,069
Infra 442 355
Other 478 424
Total assets under
management 5,039 4,908
CapMan’s interest bearing net debt increased due to the issue
of a MEUR 40.0 sustainability-linked bond maturing in 2027.
The proceeds of the bond were used for the voluntary redemp-
tion of the senior bond maturing in 2023 and general company
purposes.
CapMan’s bonds and long-term credit facility include financ-
ing covenants, which are conditional on the company’s equity
ratio and net gearing ratio. CapMan honoured all covenants as at
31 December 2022.
Trade and other payables totalled MEUR 18.5 on 31 Decem-
ber 2022 (31 December 2021: MEUR 16.7).
The Group’s cash flow from operations totalled MEUR +6.0 for
2022 (MEUR +11.0). Withholding taxes due to the early payment
of the vested reward shares from the 2020 incentive plan as well
as other changes in working capital contributed to the compa-
rably smaller inflows of cash from operations. CapMan receives
management fees from funds semi-annually, in January and July,
which is shown under working capital in the cash flow statement.
Cash flow from investments totalled MEUR +2.4 (MEUR
+19.2) and includes, inter alia, investments and repaid capital
received by the Group. CapMan makes investments mainly
through its investment company and its investments and cash on
hand are classified as fund investments.
Cash flow before financing totalled MEUR +8.5 (MEUR +30.2)
and reflects the development in the Management Company
business, Service business and Investment business. Cash flow
from financing was MEUR -18.0 (MEUR -23.0) and included the
drawdown and repayment of debt as well as the payment of
dividends and equity repayment.
Sustainability
Following the updated strategy responsibility is at the core of
all activities. CapMan’s vision is to become the most responsi-
ble private assets company in the Nordics. A strategic objective
is to integrate sustainability into all operations and implement
it in the product offering, fundraising, investment activities,
fund management, services and the development of personnel
and work environment, among others.
As part of its environmental commitment, CapMan made a
commitment to set Science Based Targets in line with a 1.5 °C
scenario in the beginning of 2022 and has now established a
roadmap and timeline for meeting the commitment. The plan
is now under validation by the Science Based Targets initiative.
As part of the process, CapMan establishes interim reduction
targets for 2027 and 2032 and will during 2023 define the year
when CapMan seeks to reach net zero emissions.
Monitoring employee satisfaction is a critical component of
assessing CapMan’s social responsibility. CapMan reached an
eNPS score of 58 in 2022, which reflects a high willingness
among employees to recommend CapMan as an employer. The
score increased from the latest achieved measurement of 41.
In addition, CapMan has included guidance regarding diver-
sity, equity and inclusion in its people and recruitment policies
and started a process for increasing awareness regarding these
topics among employees.
In order to promote good governance, CapMan has intro-
duced sustainability metrics as part of variable remuneration.
Part of long-term share-based incentives are determined
following the achievement of ESG targets.
CapMan continues to integrate sustainability targets and key
sustainability risks into its investment decisions. As part of the
process, CapMan has developed tools that promote sustainable
investment, value creation and risk management, expanded in-
vestment policies and established new guidelines and process-
es at both CapMan Group and portfolio companies and assets.
ESG targets established in the beginning of 2022 are mon-
itored at Group and investment team level and achievements
for 2022 are reported as part of CapMan’s sustainability report
published in Spring 2023.
49 • CAPMAN ANNUAL REPORT 2022 • REPORT OF THE BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
Key figures
Fees and carry
Investment business
Calculation of Key Ratios
FINANCIAL STATEMENTS
Key figures 31 December 2022
CapMan’s return on equity was 30.5 per cent on 31 December
2022 (31 December 2021: 29.4 per cent) and comparable
return on equity 32.4 per cent (29.4 percent). Return on invest-
ment was 23.1 per cent (21.2 per cent) and comparable return
on investment was 24.2 per cent (21.2 per cent). Equity ratio
was 52.7 per cent (53.3 per cent).
According to CapMan’s long-term financial targets, the target
level for the company’s return on equity is on average over 20
per cent. The objective for the equity ratio is more than 50 per
cent.
Table 4: CapMan’s key figures
31.12.2022 31.12.2021
Earnings per share, cents 25.1 21.9
Diluted, cents 24.8 21.4
Adjusted diluted earnings
per share, cents 26.4 21.4
Shareholders' equity/share,
cent 90.2 81.4
Share issue adjusted
number of shares, avg. 157,560,284 156,579,585
Return on equity, % 30.5 29.4
Return on equity,
comparable, % 32.4 29.4
Return on investment, % 23.1 21.2
Return on investment,
comparable, % 24.2 21.2
Equity ratio, % 52.7 53.3
Net gearing, % 26.3 14.0
Proposal of the Board of Directors regarding
distribution of funds
CapMan Plc’s objective is to distribute an annually growing
dividend to shareholders. CapMan Plc’s Board of Directors will
propose to the Annual General Meeting (AGM) to be held on
15 March 2023 that a total of EUR 0.17 per share would be
paid to shareholders, equivalent of a total of MEUR 26.9, from
distributable funds for 2022. The distribution of funds would
be divided into a dividend of EUR 0.08 per share, equivalent
to a total of approx. MEUR 12.6 as well as an equity repay-
ment of EUR 0.09 per share to be returned from the invested
unrestricted equity fund, equivalent to a total of approx. MEUR
14.2. CapMan’s distributable funds amounted to MEUR 45.7
on 31 December 2022. The dividend would be paid in two
instalments.
Publication of the Financial Statements
and the Report of the Board of Directors,
and the Annual General Meeting for 2023
CapMan Group’s Financial Statements and the Report of the
Board of Directors for 2022 will be published as part of the
company’s Annual Report for 2022 in February 2023 during
week 8. CapMan Plc’s 2022 AGM will be held on Wednesday 15
March 2023 at 10:00 a.m. in Helsinki. The Notice to the Annual
General Meeting and other proposals of the Board of Directors
to the Annual General Meeting are published by 21 February
2023 the latest. Complete financial statements, as required
under the terms of the Finnish Companies Act, will be available
on CapMan’s website by 21 February 2023 the latest.
Corporate Governance Statement
CapMan Plc’s Corporate Governance Statement will be pub-
lished separately from the Report of the Board of Directors as
part of the company’s Annual Report for 2022 during week 8
and will be available on the company’s website by 21 February
2023 the latest.
Decisions of the 2022 Annual General
Meeting
Decisions of the AGM regarding
distribution of funds
CapMan’s 2022 Annual General Meeting (AGM) decided, in
accordance with the proposal of the Board of Directors, that
a dividend of EUR 0.04 per share, equivalent to a total of
approx. MEUR 6.3 as well as an equity repayment of EUR
0.11 per share to be returned from the invested unrestricted
equity fund, equivalent to a total of approx. MEUR 17.2, would
be paid to shareholders. In total, EUR 0.15 per share would
be paid to shareholders, equivalent of a total of MEUR 23.6,
from distributable funds for 2021. The dividend and equity
repayment were paid in two instalments six months apart. The
first instalment was paid on 25 March 2022 and the sec-
ond instalment was paid on 23 September 2022. Decisions
regarding the distribution of funds have been described in
greater detail in the stock exchange release on the decisions
taken by the General Meetings issued on 16 March 2022.
50 • CAPMAN ANNUAL REPORT 2022 • REPORT OF THE BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
Key figures
Fees and carry
Investment business
Calculation of Key Ratios
FINANCIAL STATEMENTS
Decisions of the AGM regarding the
composition of the Board
The 2022 AGM decided that the Board of Directors compris-
es six members. Mr. Andreas Tallberg, Mr. Johan Bygge, Ms.
Catarina Fagerholm, Mr. Johan Hammarén, Ms. Mammu Kaario
and Mr. Olli Liitola were elected as members of the Board of
Directors for a term of office expiring at the end of the next
Annual General Meeting. The Board composition and remunera-
tion have been described in greater detail in the stock exchange
releases regarding the decisions of the AGM and the organisa-
tional meeting of the Board issued on 16 March 2022.
Authorisations given to the Board by the AGM
The 2022 AGM authorised the Board of Directors to decide on
the repurchase and/or on the acceptance as pledges of the
company’s shares. The number of own shares to be repur-
chased and/or accepted as pledge on the basis of the author-
isation shall not exceed 14,000,000 shares in total, which on
the day of the AGM corresponded to approximately 8.94 per
cent of all shares in the company. Only the unrestricted equity
of the company can be used to repurchase own shares on the
basis of the authorisation.
The AGM also authorised the Board to decide on the issu-
ance of shares and other special rights entitling to shares. The
number of shares to be issued on the basis of the authorisa-
tion shall not exceed 14,000,000 shares in total, which on the
day of the AGM corresponded to approximately 8.94 per cent
of all shares in the company.
The authorisation shall remain in force until the following
AGM and 30 June 2023 at the latest.
Further details on these authorisations can be found in the
stock exchange release on the decisions taken by the AGM
issued on 16 March 2022.
Shares and shareholders
Shares and share capital
There were no changes in CapMan’s share capital during 2022.
Share capital totalled EUR 771,586.98 as at 31 December
2022. CapMan had 158,054,968 shares outstanding as at
31 December 2022 (156,617,293 shares as at 31 December
2021).
All shares generate equal voting rights (one vote per share)
and rights to a dividend and other distribution to shareholders.
CapMan Plc’s shares are included in the Finnish book-entry
system.
Company shares
As at 31 December 2022, CapMan Plc held a total of 26,299
CapMan shares, representing 0.02 % of shares and voting
rights. The market value of own shares held by CapMan was
EUR 71,270 as at 31 December 2022 (31 December 2021:
EUR 79,949). No changes occurred in the number of own
shares held by CapMan Plc during 2022.
Trading and market capitalisation
CapMan Plc’s shares closed at EUR 2.71 on 31 December
2022 (31 December 2021: EUR 3.04). The trade-weighted
average price for 2022 was EUR 2.66 (EUR 2.78). The highest
price paid was EUR 3.19 (EUR 3.27) and the lowest EUR 2.22
(EUR 2.24). The number of CapMan Plc shares traded totalled
36.2 million (31.3 million), valued at MEUR 96.4 (MEUR 87.0).
The market capitalisation of CapMan Plc shares as at 31
December 2022 was MEUR 427.5 (31 December 2021: MEUR
475.3).
Shareholders
The number of CapMan Plc shareholders increased by 9 per
cent from 2021 and totalled 30 608 as at 31 December 2022
(31 December 2021: 28,137).
There were no flagging notifications in 2022.
As of 31 December 2022, the Board of Directors and
Management Group owned 5,873,426 CapMan shares in
total either directly or through controlling interest companies,
which corresponded to 3.7 per cent of all shares and votes
outstanding.
Details on CapMan Plc’s owners by sector and size, together
with the company’s major shareholders, nominee-registered
shares, and redemption obligation clauses covering company
shares are presented in Section 23 Own capital and shares.
Personnel
CapMan employed 186 people on average in 2022 (1 January–
31 December 2021 average: 161), of whom 141 (125) worked
in Finland and the remainder in the other Nordic countries,
Luxembourg and the United Kingdom. The figures include
20 people (21) employed by JAY Solutions. A breakdown of
personnel by country is presented in Section 5 Employee
benefit expenses.
51 • CAPMAN ANNUAL REPORT 2022 • REPORT OF THE BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
Key figures
Fees and carry
Investment business
Calculation of Key Ratios
FINANCIAL STATEMENTS
Remuneration and incentives
CapMan’s remuneration scheme consists of short-term and
long-term incentive schemes.
The short-term scheme covers all CapMan employees,
excluding the CEO of the company, and its central objective is
earnings per share, for which the Board of Directors has set a
minimum target.
CapMan has two long-term schemes consisting of in-
vestment based long-term share-based incentive plans
(Performance Share Plan) for key employees.
In the investment based long-term share-based incentive
plans the participants are committed to shareholder value crea-
tion by investing a significant amount in CapMan Plc shares.
CapMan’s 2020 investment-based long-term incentive
plan includes one performance period that commenced on 1
April 2020 and ends on 31 March 2023. An early payment of
the vested reward shares from the 2020 incentive plan was
conducted in April 2022 to facilitate participants’ investment
into the new 2022 investment-based long-term incentive plan.
Irrespective of the early payment, the 2020 plan will remain in
force until the end of its performance period on 31 March 2023
in line with the original terms.
CapMan’s 2022 investment-based long-term incentive plan
includes three performance periods that commenced 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 rewards from the plan will be paid
fully in company shares in 2024, 2025 and 2026.
The aim of the 2022 investment-based long-term incentive
plan is to align remuneration with CapMan’s sustainability
agenda, to retain the plan participants in the company’s
service, and to offer them a competitive reward plan based on
owning, earning and accumulating the company’s shares.
The prerequisite for receiving a reward on the basis of
the plans 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 plans is based on the company share’s Total
Shareholder Return and on a participant’s employment or
service upon reward payment. The Board shall resolve whether
new shares or existing shares held by the company are given as
reward. The target group of the plans consists of approximately
20 people, including the members of the Management Group.
Additional information about remuneration schemes is
presented in Section 30 Share-based payments.
Other significant events in 2022
CapMan has raised a total of MEUR 168 in the first closing of
the Infra II fund. The fund invests in infrastructure in the energy,
transportation and digital communications sectors in the Nor-
dics consistent with the first Infra fund. The fund has a target
size of MEUR 400 and fundraising for the fund continues.
CapMan Residential fund grew to MEUR 816. CapMan also
established a new long-term Social Real Estate fund that invests
in real estate with a social policy goal in the Nordics. The first
commitments for the fund are expected in the first half of 2023.
The CapMan Special Situations fund reached MEUR 71 at
the end of 2022.
In October 2022, CapMan Infra I fund’s exit from Norled was
closed. In September 2022, Growth I fund exited Avidly and
Buyout VIII fund Fortaco.
Scala Fund Advisory Oy, a wholly owned subsidiary of Cap-
Man Plc, merged into its parent company in September 2022.
Subsidiaries and foreign branches are disclosed in the Note 31.
In September 2022, CapMan announced its new strategy
and updated financial objectives. The new strategy was outlined
during the company’s Capital Markets Day.
In June 2022, the CapMan Growth Equity 2017 fund was
transferred into carry following the exit from Picosun. The fund
has eight assets remaining and CapMan receives carried inter-
est from each exit.
In April 2022, CapMan issued a MEUR 40 sustainabili-
ty-linked bond. The proceeds from the bond were used for
a v oluntary redemption of its MEUR 31.5 senior bond due
in 2023 and general financing purposes and it significantly
extended the maturity of CapMan’s loan portfolio.
In April 2022, CapMan resolved on a directed share issue
of 1,437,675 new shares as early payment of the vested
reward shares from the 2020 incentive plan to CapMan Group
management and selected key employees. The new shares were
registered with the Trade Register on 4 May 2022. The 2020 in-
centive plan will incur MEUR 2.0 in costs for the full year 2022,
of which MEUR 1.4 for the second quarter of 2022 is related
to the payment of the vested reward. The Board of Directors
of CapMan Plc resolved to establish a new Performance Share
Plan 2022–2025 for CapMan Group management, as well as
selected Group key employees.
The 2013 vintage CapMan Nordic Real Estate fund was
transferred into carry. The fund has three assets remaining and
CapMan receives carried interest from each exit.
In March 2022, Nest Capital III, a Nordic private debt fund,
held its final close at MEUR 109.
Events after the end of the financial year
In February 2023, CapMan Plc and non-controlling sharehold-
ers of JAY Solutions sold their share of CapMan’s subsidiary
JAY Solutions to Swedish Bas Invest AB. The disposal of JAY
Solutions is not expected to have a significant impact on Cap-
Man’s result for 2023 or its financial position.
The Board of Directors of CapMan Plc has decided to appoint
Pia Kåll, M.Sc. (Eng.), (born 1980) as the CEO of the company
as of 15 March 2023. Andreas Tallberg, who has served as the
Chair of the Board of Directors since 2017, has announced
that he is not available for re-election to the Board of Direc-
tors. CapMan’s Shareholders’ Nomination Board proposes to
the company’s 2023 Annual General Meeting that CapMan’s
current CEO Joakim Frimodig be elected as a member of the
company’s Board of Directors. The proposed members of the
Board of Directors haves stated that if the Annual General
Meeting decides on the composition of the Board of Directors
in accordance with the proposal of the Shareholders’ Nomina-
tion Board, the Board of Directors will elect Frimodig as Chair
from among its members. Frimodig would serve as full-time
Chair of the Board of Directors as of 15 March 2023.
52 • CAPMAN ANNUAL REPORT 2022 • REPORT OF THE BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
Key figures
Fees and carry
Investment business
Calculation of Key Ratios
FINANCIAL STATEMENTS
Significant risks and short-term
uncertainties
General risks
Private equity investment is generally subject to a risk of
non-liquid investments, among others, which means uncertain-
ty of the realisation of any increase in value, a risk concerning
general economic development and market situation and a
risk concerning the economy and political situation of target
countries. The most significant short-term risk is the Russian
invasion of Ukraine and the ongoing Covid-19 pandemic and
related restrictions, which both impact general market sentiment
and development and, as such also CapMan’s business. Risks
related to CapMan’s business are detailed below.
Market risks
Investment operations carried out by CapMan are subject to
general market risk. Market values can change, for example,
because of fluctuations in the equity, fixed income, currency
and real estate markets. Changes in market values impact the
result of CapMan through the appreciations of its investment
assets.
Changes in the equity markets influence the valuation of un-
listed portfolio companies because the valuation methods used
by funds include the share values of suitable listed companies.
Economic uncertainty may have a direct impact on the success
of the funds administered by CapMan, on the success of Cap-
Man’s investment activities, and also on the assets available for
investment or solvency of the current and potential investors of
the funds.
Rising inflation and its potential impact on long-term interest
rates may raise yield expectations and reduce willingness to
invest. In addition, rising inflation may negatively impact cost
efficiency in portfolio companies and at CapMan.
The Russian invasion of Ukraine and the resulting increase
in geopolitical uncertainty may weaken investor interest also
towards the Nordic countries.
Risks related to the success of the business
The business operations of the CapMan Group have a material
risk of failure regarding the establishment of new private equity
funds and their fundraising. Successful fundraising is important
to management fees and creates opportunities for receiving
carried interest income in the future. For example, poor perfor-
mance of investments made by funds managed by CapMan,
increasing competition or reasons that are independent of
CapMan may make it more difficult to raise funds from new or
current investors in the future.
Gaining new customers or the launch of new investment
areas, products or service businesses may also fail, which may
prevent or hamper the realisation of CapMan’s growth objec-
tives. Large customers or customer concentration in open-end-
ed funds may diminish the growth outlook of such funds,
should one or several customers decide to redeem their units.
Risks related to fair value changes in portfolio
companies, real estate or infrastructure
investments
The values of portfolio companies can vary positively or nega-
tively within short periods if changes occur in the peer group or
in the interest in the company of potential buyers. As a result
of exit processes, significant return is typically realised on
successful investments also in the short term as the exit price
is based on strategic value and synergies created for the buyer,
and not directly on peer group multiples.
The fair values of real estate and infrastructure investments
may also vary between review periods based on changes in,
inter alia, demand, capacity, condition or exit process. The
variations are typically smaller compared to the variations in
the fair value of portfolio companies.
Risks related to carried interest and
performance-based income
The timing of exits and the magnitude of the potential carried
interest income is difficult to foretell. The transaction-based fees
of Wealth Services may also vary significantly from period to
period.
Group companies managing a fund may in certain circum-
stances, pursuant to the terms of the fund agreement, have
to return carried interest income they have received (so-called
clawback). The obligation to return carried interest income ap-
plies typically when, according to the final distribution of funds,
the carried interest income received by the fund management
company exceeds the carried interest it is entitled to when the
fund expires.
CapMan recognises revenue from carried interest, to the
extent that 1) carried interest is based on realised cash flows
and repayment risk is estimated to be very low, 2) CapMan is
entitled to carried interest, 3) a confirmation on the amount has
been received and 4) CapMan is relatively close to receiving it
in cash. Returned carried interest income based on clawback
conditions would, in turn, have a negative impact on CapMan’s
result as a potential clawback provision may not be sufficient.
Risks related to the availability or cost of
financing
Other sources of uncertainty related to CapMan’s operations
and business areas are related to structural changes in the
business environment, and other potential events that, when
realised, may trigger the materialisation of such risks. Such
changes and events may be, for example, inability to retain and
attract key personnel, technological development, digitalisation,
sustainability risks, and cyber security risks that may lead to
inability to adequately meet customer expectations, downtime
of services, interrupted processes, losses as a consequence of,
for example, criminal activity and/or reputational damages.
In addition, changes in the regulatory environment may have
a significant effect on CapMan’s business operations.
53 • CAPMAN ANNUAL REPORT 2022 • REPORT OF THE BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
Key figures
Fees and carry
Investment business
Calculation of Key Ratios
FINANCIAL STATEMENTS
The impact of the Russian invasion of
Ukraine on CapMan’s business
Following the Russian invasion of Ukraine, CapMan has in April
2022 written down MEUR 3.4 of investments in former CapMan
Russia funds on its balance sheet as well as a MEUR 1.2 of
loan receivables from an investment team operating in Russia
and formerly part of CapMan Group. The balance of both items
is now zero. CapMan’s operations do not have other direct links
to Ukraine or Russia. The Russian invasion of Ukraine may
impact CapMan’s business through, among others, the follow-
ing earnings streams mainly due to the increase in geopolitical
uncertainty.
Management fees: Management fees per fund are deter-
mined at the establishment of a fund and are paid to the
management company, i.e., CapMan, twice per year based
on the original fund size, including commitments, over the
fund’s investment period (generally five years) following which
management fees are determined based on the at-cost value
of the underlying portfolio. These fees are long-term and highly
predictable, and we see little volatility in the near/mid-term.
Future management fees are affected mainly by new fund-
raisings and exits from existing funds. If ongoing fundraising
projects are postponed or delayed due to increased geopolitical
uncertainty, management fee growth prospects may be affected.
Exits following the end of the investment period reduce the ag-
gregate at-cost price of the remaining portfolio, on which man-
agement fees are based. If exits are delayed due to increased
uncertainty in the market, management fees remain stable.
In addition to investments in CapMan Russia funds, which
have been written down, funds managed by CapMan do not
have direct investments or other significant exposure to Ukraine
or Russia.
Fees from wealth advisory services: Fees from wealth advi-
sory services are mainly based on long-term contracts and the
impact of the invasion is limited for the time being. Transac-
tion-based fees are more susceptible to market risk and are
therefore more volatile.
Carried interest income: The increased uncertainty, the
impact on value creation in the portfolio and delayed exit pro-
cesses due to geopolitical uncertainty may impact the timing
and magnitude of carried interest from funds. CapMan does
not provide guidance regarding carried interest.
Service business fees: Service fees are based on long-term
contracts and are less susceptible to the impact of the invasion.
Investment business income: Investment business income
is defined in the income statement as the change in fair value
of investments and consists of both realised and unrealised
changes. Due to the Russian invasion of Ukraine, CapMan
wrote down the value of its fund investments in two old Russia
funds. However, the geopolitical uncertainty may impact the
investment business also indirectly, although mid and/or long-
term impacts and their scope are difficult to assess. Because
unlisted assets are valued less frequently than listed assets, the
impact of short-term market shocks and volatility is in general
less pronounced in these asset classes compared to the listed
market. However, the effects may, in turn, take longer to pro-
cess and unlisted assets may lag the listed market in the return
to so-called normal levels.
Financial objectives
CapMan’s objective is to pay an annually increasing dividend to
its shareholders.
The combined growth objective for the Management
Company and Service businesses is more than 15 per cent p.a.
on average. The objective for return on equity is more than 20
per cent p.a. on average. CapMan’s equity ratio target is more
than 50 per cent.
Outlook estimate for 2023
CapMan expects to achieve these financial objectives gradually
and key figures are expected to show fluctuation on an annual
basis considering the nature of the business. CapMan esti-
mates assets under management to grow in 2023. The com-
pany’s objective is to grow operating profit excluding carried
interest income and fair value changes. These estimations do
not include possible items affecting comparability.
Carried interest income from funds managed by CapMan
and the return on CapMan’s investments have a substantial
impact on CapMan’s overall result. In addition to portfolio com-
pany and asset-specific development and exits from portfolio
companies and assets, various factors outside of the portfolio’s
and CapMan’s control influence fair value development of Cap-
Man’s overall investments, as well as the magnitude and timing
of carried interest.
CapMan’s objective is to improve results in the long term,
taking into consideration annual fluctuations related to the
nature of the business. For these and other above-mentioned
reasons, CapMan does not provide numeric estimates for 2023.
Helsinki, 2 February 2023
CAPMAN PLC
Board of Directors
54 • CAPMAN ANNUAL REPORT 2022 • REPORT OF THE BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
Key figures
Fees and carry
Investment business
Calculation of Key Ratios
FINANCIAL STATEMENTS
Key Performance Indicators for CapMan Group
M€ 2018 2019 2020 2021 2022
Turnover
1)
33.5 49.0 43.0 52.8 67.5
Management fees 22.1 24.9 29.0 36.6 38.8
Sale of services 10.3 17.2 13.1 13.3 19.1
Carried interest 1.0 6.9 0.9 2.9 9.6
Other operating income 0.0 0.0 0.1 0.0 0.0
Materials and services -1.0
Operating expenses -29.1 -41.8 -35.1 -42.1 -50.0
Fair value gains/losses of investments
1)
7.6 12.2 4.4 33.9 36.5
Operating profit 12.0 19.4 12.3 44.6 53.1
Operating profit, comparable 12.0 25.0 12.3 44.6 55.7
Financial income and expenses -2.7 -1.8 -3.1 -4.0 -5.5
Profit before taxes 9.3 17.6 9.2 40.6 47.6
Profit for the financial year 8.5 15.9 6.3 35.4 41.0
Return on equity (ROE), %
2)
6.8 12.7 5.2 29.4 30.5
Return on equity (ROE), comparable, %
2)
6.8 16.0 5.2 29.4 32.4
Return on investment (ROI), % 6.7 10.5 6.3 21.2 23.1
Return on investment (ROI), comparable, % 6.7 13.5 6.3 21.2 24.2
Equity ratio, % 58.7 59.9 51.9 53.3 52.7
Net gearing, % 4.3 7.2 22.5 14.0 26.3
Dividends and return of capital paid
3)
17.7 20.0 21.9 23.6 26.9
Personnel 117 148 146 161 186
1)
As of January 1, 2019, CapMan changed its accounting policy regarding classification of dividend and interest income from financial assets held for trading (“market portfolio”), and the figures for the comparison periods have been restat-
ed. Dividend and interest income from market portfolio previously included in turnover has been transferred to item Fair value changes of investments.
2)
CapMan has changed the calculation of Return on equity (ROE) in 2019. Return on equity is calculated as profit for the period divided by average total equity (incl. non-controlling interests). Previously, ROE was calculated as profit attribut-
able to equity holders of the parent divided by average equity attributable to equity holders of the parent. The figures for the comparison periods have been restated accordingly.
3)
Proposal of the Board of Directors to the Annual General Meeting for the financial year 2022.
Key figures
55 • CAPMAN ANNUAL REPORT 2022 • REPORT OF THE BOARD OF DIRECTORS
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CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
Key figures
Fees and carry
Investment business
Calculation of Key Ratios
FINANCIAL STATEMENTS
Key Ratios Per Share
2018 2019 2020 2021 2022
Earnings per share, cents 5.5 9.2 3.3 21.9 25.1
Diluted earnings per share, cents 5.4 9.0 3.3 21.4 24.8
Comparable diluted earnings per share, cents 5.4 11.6 3.3 21.4 26.4
Shareholders' equity/share, cents 82.6 85.1 72.7 81.4 90.2
Dividend/share, cents
1)
12.0 13.0 14.0 15.0 17.0
Dividend/earnings
, % 1)
218.2 141.3 424.2 68.5 67.7
Average share issue adjusted number of shares 146,522 152,155 155,797 156,580 157,560
during the financial year ('000) 147,142 153,755 156,459 156,617 158,055
Share issue adjusted number of shares at year-end ('000) 147,116 153,728 156,433 156,591 158,029
Own shares (‘000) 26 26 26 26 26
1)
Proposal of the Board of Directors to the Annual General Meeting for the financial year 2022.
56 • CAPMAN ANNUAL REPORT 2022 • REPORT OF THE BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
Key figures
Fees and carry
Investment business
Calculation of Key Ratios
FINANCIAL STATEMENTS
TYÖNUMERO 10
2018 2019 2020 20222021
Comparable earnings/share and
dividend/share
*
, €
*
The Board of Directors propose that a total
distribution of EUR 0.17/share be paid for 2022.
Comparable earnings/share
Dividend/share
0.30
0.25
0.20
0.15
0.10
0.05
0.00
0.26
0.05
0.17
0.12 0.12
0.13
0.21
0.03
0.15
0.14
Key figures - CapMan Group
CapMan’s turnover and operating profit were at record levels in 2022. The company’s objective is to pay an annually increasing dividend to its shareholders.
The objective for return on equity is more than 20 per cent p.a. on average. CapMan’s equity ratio target is more than 50 per cent.
60
50
40
30
20
10
0
2018 2019 2020 2022
2021
TYÖNUMERO 9
Equity ratio, %
52.7
58.7
59.9
53.3
51.9
35
30
25
20
15
10
5
0
TYÖNUMERO 8
2018 2019 2020 20222021
Comparable ROI and ROE, %
Comparable Return on Equity (ROE)
Comparable Return on Investment (ROI)
6.3
32.4
6.8
24.2
6.7
13.5
16.0
21.2
6.3
29.4
5.2
70
60
50
40
30
20
10
0
2018 2019 2020 20222021
TYÖNUMERO 16
Turnover and comparable
operating profit, M€
Turnover Comparable operating profit
67.5
55.6
12.0
52.8
43.0
44.6
12.3
25.0
33.5
49.0
70
60
50
40
30
20
10
0
2018 2019 2020 20222021
TYÖNUMERO 16
Turnover and comparable
operating profit, M€
Turnover Comparable operating profit
67.5
55.6
12.0
52.8
43.0
44.6
12.3
25.0
33.5
49.0
57 • CAPMAN ANNUAL REPORT 2022 • REPORT OF THE BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
Key figures
Fees and carry
Investment business
Calculation of Key Ratios
FINANCIAL STATEMENTS
Fees and carry
The combined growth objective for
the Management Company and
Service businesses is more than 15
per cent p.a. on average. Fees have
increased by approx. 17 per cent
p.a. Fee profitability has increased
five consecutive years. The year-to-
year variation in the realisation of
carried interest is significant.
60
50
40
30
20
10
0
2018 2019 2020 2022
2021
TYÖNUMERO 7
Fees from Management Company
business and Services, M€
49.4
41.4
57.4
31.9
41.6
20
16
12
8
4
0
2018 2019 2020 2022
2021
TYÖNUMERO 21
Comparable fee-based
profitability*, M€
*
Comparable operating profit of Management
Company and Service Business excl. carried
interest.
18.3
6.2
12.4
14.5
13.2
10
8
6
4
2
0
2018 2019 2020 2022
2021
Comparable carried interest
income, M€
9.6
6.9
1.0
2.9
0.9
58 • CAPMAN ANNUAL REPORT 2022 • REPORT OF THE BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
Key figures
Fees and carry
Investment business
Calculation of Key Ratios
FINANCIAL STATEMENTS
Investment business
Investment business income is
based on the change in fair values
and consists of both realised and
unrealised changes. In addition to
investments at fair value, CapMan
has made further commitments to
its funds. The allocation of invest-
ments between investment areas
has become more diversified over
the last 10 years.
60
50
40
30
20
10
0
TYÖNUMERO 25
Investments and commitments by type, M€
Investments by type Remaining commitments
Real
Estate
7.6
44.0
Buyout
26.1
25.3
Growth
11.2
11.2
18.6
Infra
12.1
13.1
Special
Situations
4.9
2.9
Credit
4.8
4.3
Funds of
funds
18.8
16.5
External
Venture
Capital funds
and Other
4.6
42.5
40
35
30
25
20
15
10
5
0
2018 2019 2020 2022
2021
TYÖNUMERO 24
Comparable result impact of own
investments, M€
32.7
4.0
35.7
10.4
6.5
300
250
200
150
100
50
0
TYÖNUMERO 23
2018 2019 2020 20222021
Investments and commitments, M€
Investments at fair value
Remaining commitments
169.5
126.6
129.4
89.1
98.0
103.8
130.4
116.6
90.3
109.1
100
80
60
40
20
0
TYÖNUMERO 26
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 20222011
Allocation of long-term investments from balance sheet and
undrawn commitments (%)*
Private Equity Infrastructure Real Estate External - Venture Capital
International PE Fund of funds
*
The table shows the allocation of fund investments from balance sheet from 2010 onwards
as well as undrawn commitments as of 31 December 2022.
31%
8%
26%
25%
10%
55%
1%
21%
9%
14%
60
50
40
30
20
10
0
TYÖNUMERO 25
Investments and commitments by type, M€
Investments by type Remaining commitments
Real
Estate
7.6
44.0
Buyout
26.1
25.3
Growth
11.211.2
18.6
Infra
12.1
13.1
Special
Situations
4.9
2.9
Credit
4.8
4.3
Funds of
funds
18.8
16.5
External
Venture
Capital funds
and Other
4.6
42.5
59 • CAPMAN ANNUAL REPORT 2022 • REPORT OF THE BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
Key figures
Fees and carry
Investment business
Calculation of Key Ratios
FINANCIAL STATEMENTS
Return on equity
(ROE), %*
=
Profit / loss
x 100
Shareholders’ equity (average)
Return on
investment (ROI), %
=
Profit / loss + income taxes + interest expenses and
other financial expenses
x 100
Balance sheet total - non-interest bearing debts
(average)
Equity ratio, % =
Total shareholders’ equity
x 100
Balance sheet total - advances received
Net gearing, % =
Net interest-bearing liabilities
x 100
Shareholders’ equity
Earnings per share
(EPS)
=
Profit/loss for the financial year - hybrid loan interest
Share issue adjusted number of shares
(average)
Shareholders’
equity per share
=
Shareholders’ equity
Share issue adjusted number of shares at
the end of the financial year
Dividend per share =
Dividend paid in the financial year
Share issue adjusted number of shares at
the end of the financial year
Dividend per
earnings, %
=
Dividend/share
Earnings/share
x 100
* CapMan has changed the calculation of Return on equity (ROE) in 2019. Return on equity is calculated as annualised profit for the period divided by average total equity (incl. non-controlling interests). Previously, ROE was calculated as
annualised profit attributable to equity holders of the parent divided by average equity attributable to equity holders of the parent. The figures for the comparison periods have been restated accordingly.
Calculation of Key Ratios
60 • CAPMAN ANNUAL REPORT 2022 • REPORT OF THE BOARD OF DIRECTORS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
Key figures
Fees and carry
Investment business
Calculation of Key Ratios
FINANCIAL STATEMENTS
61 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Financial
Statements
62 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of Comprehensive Income (IFRS) ............ 63
Group Balance Sheet (IFRS) .............................................. 64
Group Statement of Changes in Equity (IFRS) ..................... 65
Group Cash Flow Statement (IFRS) .................................... 66
Notes to the Consolidated Financial Statements
1. Accounting policies ............................................... 67
2. Segment information ............................................ 74
3. Turnover .............................................................. 76
4. Other operating income ........................................ 76
5. Employee benefit expenses ...................................77
6. Depreciation ......................................................... 77
7. Other operating expenses ..................................... 77
8. Adjustments to cash flow statement and
total cash outflow for leases ................................. 78
9. Fair value gains/losses of investments .................. 78
10. Finance income and costs ..................................... 78
11. Income taxes ........................................................ 79
12. Earnings per share ............................................... 79
13. Assets held for sale .............................................. 80
14. Tangible assets ..................................................... 80
15. Goodwill ............................................................... 81
16. Other intangible assets ........................................ 82
17. Investments at fair value through profit or loss .......82
18. Receivables - Non-current ..................................... 83
19. Deferred tax assets and liabilities ......................... 83
20. Trade and other receivables .................................. 84
21. Financial assets at fair value
through profit or loss ............................................ 84
22. Cash and cash equivalents .................................... 85
23. Share capital and shares ...................................... 85
24. Interest-bearing loans and
borrowings - Non-current ...................................... 87
25. Other non-current liabilities ................................. 87
26. Trade and other payables - Current ....................... 87
27. Interest-bearing loans and borrowings - Current ..... 87
28. Financial assets and liabilities .............................. 88
29. Commitments and contingent liabilities .................89
30. Share-based payments ......................................... 90
31. Related party disclosures .......................................92
32. Financial risk management ....................................94
Parent Company Income Statement (FAS) ........................ 102
Parent Company Balance Sheet (FAS) .............................. 103
Parent Company Cash Flow Statement (FAS) .................... 104
Notes to the Parent Company
Financial Statements (FAS) .............................................. 105
Signatures to the Report of the Board of Directors
and Financial Statements ................................................ 112
Auditor’s report ................................................................. 113
Shares and shareholders ...................................................117
Information for shareholders .............................................118
Financial Statements
1,000 EUR Note 2022 2021
Management fees 38,847 36,585
Sale of services 19,072 13,341
Carried interest 9,613 2,858
Turnover 2, 3 67,532 52,784
Material and services -985 0
Other operating income 4 2 22
Employee benefit expenses 5 -34,571 -30,632
Depreciation and impairment 6 -4,180 -1,476
Other operating expenses 7 -11,236 -9,969
Fair value gains/losses of investments 9 36,547 33,912
Operating profit 53,108 44,642
Financial income and expenses 10 -5,475 -4,042
Profit before taxes 47,633 40,600
Income taxes 11 -6,585 -5,239
Profit for the financial year 41,049 35,362
Other comprehensive income:
Items that may be subsequently reclassified to profit or loss
Translation difference -295 -39
Total comprehensive income 40,754 35,322
Profit attributable to:
Equity holders of the Company 39,616 34,320
Non-controlling interest 1,433 1,042
Total comprehensive income attributable to:
Equity holders of the Company 39,321 34,281
Non-controlling interest 1,433 1,042
Earnings per share for profit attributable to the equity holders of the Company:
Earnings per share (basic), cents 12 25.1 21.9
Earnings per share (diluted), cents 12 24.8 21.4
The Notes are an integral part of the Financial Statements.
Group Statement of Comprehensive Income (IFRS)
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of Comprehensive
Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
63 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
1,000 EUR Note 31 Dec 2022 31 Dec 2021
ASSETS
Non-current assets
Tangible assets 14 3,571 1,754
Goodwill 15 7,886 15,314
Other intangible assets 16 100 459
Investments at fair value through profit and loss 17
Investments in funds 169,063 130,011
Other financial assets 434 393
Receivables 18 5,545 10,066
Deferred tax assets 19 1,790 1,836
Current assets
Trade and other receivables 20 20,718 15,223
Financial assets at fair value through profit and loss 21 65 0
Cash and bank 22 55,571 65,207
Assets held for sale 13 5,769 0
Total assets 270,512 240,263
1,000 EUR Note 31 Dec 2022 31 Dec 2021
EQUITY AND LIABILITIES
Capital attributable to the Company’s equity holders
23
Share capital 772 772
Share premium account 38,968 38,968
Other reserves 35,425 52,718
Translation difference -582 -286
Retained earnings 65,473 33,607
Total capital attributable to the Company’s equity
holders
Non-controlling interests 2,088 1,616
Total equity 142,144 127,394
Non-current liabilities
Deferred tax liabilities 19 8,418 4,627
Interest-bearing loans and borrowings 24 91,854 82,038
Other non-current liabilities 25 7,343 7,552
Current liabilities
Trade and other payables 26 18,446 16,722
Interest-bearing loans and borrowings 27 1 112 970
Current income tax liabilities 478 959
Liabilities associated with assets held for sale 13 717 0
Total liabilities 128,367 112,869
Total equity and liabilities 270,512 240,263
Group Balance Sheet (IFRS)
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of Comprehensive
Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
64 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
The Notes are an integral part of the Financial Statements.
Attributable to the equity holders of the Company
1,000 EUR Note Share capital
Share
premium account Other reserves
Translation
difference Retained earnings Total
Non-
controlling
interests
Equity on 1 January 2021 23 772 38,968 71,416 -247 1,616 112,524 742
Profit for the year 34,320 34,320 1,042
Other comprehensive income for the year
Currency translation differences -39 -39
Total comprehensive income for the year -39 34,320 34,281 1,042
Share subscriptions with options 90 90
Performance Share Plan
Dividends and return of capital -18,788 -3,131 -21,920 -328
Transactions with non-controlling interests 15 15 161
Equity on 31 December 2021 23 772 38,968 52,718 -286 33,607 125,778 1,616
Profit for the year 39,616 39,616 1,433
Other comprehensive income for the year
Currency translation differences -295 -295
Total comprehensive income for the year -295 39,616 39,321 1,433
Performance Share Plan -1,126 -1,126
Dividends and return of capital -17,297 -6,755 -24,052 -1,083
Transactions with non-controlling interests 4 131 135 122
Equity on 31 December 2022 23 772 38,968 35,425 -582 65,473 140,056 2,088
The Notes are an integral part of the Financial Statements.
Group Statement of Changes in Equity (IFRS)
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of Comprehensive
Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
65 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
Group Cash Flow Statement (IFRS)
1,000 EUR Note 2022 2021
Cash flow from operations
Profit for the financial year 41,049 35,362
Adjustments on cash flow statement 8 -17,632 -22,337
Change in working capital:
Change in current non-interest-bearing
receivables -8,054 -1,545
Change in current trade payables and other
non-interest-bearing liabilities -2,215 6,087
Interest paid -3,955 -3,971
Taxes paid -3,149 -2,571
Cash flow from operations 6,044 11,025
Cash flow from investing activities
Acquisition of subsidiaries 0 231
Proceeds from sale of subsidiaries 322 221
Investments in tangible and intangible assets -333 -140
Investments at fair value through profit and loss 3,039 17,522
Long-term loan receivables granted -844 -144
Receivables from long-term receivables 175 1,389
Interest received 83 91
Cash flow from investing activities 2,441 19,170
1,000 EUR Note 2022 2021
Cash flow from financing activities
Share issue 0 90
Proceeds from borrowings 28 39,791 140
Repayment of long-term loan 28 -31,520 0
Payment of lease liabilities -1,189 -976
Dividends paid and return of capital -25,073 -22,244
Cash flow from financing activities -17,992 -22,990
Change in cash and cash equivalents -9,507 7,205
Cash and cash equivalents at start of year 65,207 58,002
Translation difference 244
Cash and cash equivalents at end of year 22 55,944 65,207
The Notes are an integral part of the Financial Statements.
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of Comprehensive
Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
66 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
67 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
68 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
69 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
70 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
71 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
72 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
73 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
74 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
75 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
76 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
77 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
78 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
79 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
80 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
81 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
82 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
83 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
84 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
85 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
www.capman.com
86 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
87 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
88 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
89 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
90 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
91 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
92 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
93 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
94 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
95 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
96 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
97 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
98 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
99 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
100 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
101 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
EUR Note 1.1.–31.12.2022 1.1.–31.12.2021
Turnover 1 5,263,341.70 6,160,794.33
Other operating income 2 1,083,303.07 171,248.39
Raw materials and services 3 0.00 -312,181.99
Employee benefit expenses 4 -9,132,098.80 -5,425,486.62
Depreciation 5 -99,398.53 -99,902.75
Other operating expenses 6 -4,041,336.19 -3,120,533.38
Operating loss -6,926,188.75 -2,626,062.02
Finance income and costs 7 19,344,116.96 721,167.76
Profit before appropriations and taxes 12,417,928.21 -1,904,894.26
Appropriations 8 0.00 8,449,936.42
Income taxes 0.00 1,981.20
Loss for the financial year 12,417,928.21 6,547,023.36
Parent Company Income Statement (FAS)
102 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
EUR Note 31.12.2022 31.12.2021
Non-current assets
Intangible assets
Tangible assets
Investments 9 41,656.94 94,242.75
Shares in subsidiaries 10 205,785.37 141,559.88
Investments in associated companies 11
Other investments 127,798,504.09 110,727,424.33
Investments total 34,211.38 34,211.38
10,559,049.01 10,558,185.53
Non-current assets, total 138,391,764.48 121,319,821.24
Current assets 138,639,206.79 121,555,623.87
Long-term receivables
Short-term receivables
Cash and bank 12 6,727,077.34 2,766,557.73
13 21,059,643.21 33,083,540.33
Current assets, total 25,218,756.17 32,456,355.12
Total assets 53,005,476.72 68,306,453.18
Vastaavaa yhteensä 191,644,683.51 189,862,077.05
Parent Company Balance Sheet (FAS)
EUR Note 31.12.2022 31.12.2021
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity 14
Share capital 771,586.98 771,586.98
Share premium account 38,968,186.24 38,968,186.24
Invested unrestricted shareholders' equity 32,374,156.86 49,671,049.95
Retained earnings 944,536.16 689,906.06
Profit for the financial year 12,417,928.21 6,547,023.36
Shareholders' equity, total 85,476,394.45 96,647,752.59
Liabilities
Non-current liabilities 15 91,283,773.76 82,933,766.44
Current liabilities 16 14,884,515.30 10,280,558.02
Liabilities, total 106,168,289.06 93,214,324.46
Total shareholders' equity and liabilities 191,644,683.51 189,862,077.05
103 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
EUR 1.1.–31.12.2022 1.1.–31.12.2021
Cash flow from operations
Profit before extraordinary items 12,417,928 -1,904,894
Finance income and costs -19,344,117 -721,168
Adjustments to cash flow statement
Depreciation, amortisation and impairment 99,399 99,903
Gain on sale of subsidiary shares -1,433,384 -90,464
Change in net working capital
Change in current assets, non-interest-bearing 1,126,446 -123,559
Change in inventories 0 312,182
Change in current liabilities, non-interest-bearing -808,489 1,332,499
Interest paid -3,312,011 -3,231,057
Interest received 230,135 302,332
Dividends received 22,966,087 5,137,929
Direct taxes paid 0 6,376
Cash flow from operations 11,941,994 1,120,079
Cash flow from investments
Acquisition of subsidiaries 0 -1,417,416
Cash of a dissolved or merged subsidiary 765,825 9,573
Investments in subsidiaries -17,234,994 -11,729,576
Sale of subsidiary shares 321,702 221,465
Capital reduction of subsidiaries 428,957 19,682,180
Investments in tangible and intangible assets -111,038 -59,112
Investments in other placements, net -25,383 1
Loan receivables granted -1,470,139 -4,012,050
Repayment of loan receivables 1,118,426 5,481,026
Cash flow from investments -16,206,644 8,176,091
Parent Company Cash Flow Statement (FAS)
EUR 1.1.–31.12.2022 1.1.–31.12.2021
Cash flow from financing activities
Share issue 0 90,303
Repayment of capital -17,296,893 -18,788,256
Proceeds from long-term borrowings 39,778,500 0
Repayment of long-term borrowings -31,520,000 0
Repayment of short-term borrowings 0 -94,600
Dividends paid -6,288,998 -3,127,876
Change in group liabilities 4,302,718 2,698,874
Group contributions received 7,807,936 5,305,000
Cash flow from financing activities -3,216,737 -13,916,555
Change in cash and cash equivalents -7,481,387 -4,620,384
Cash and cash equivalents at beginning of year 32,456,355 37,076,739
Translation difference 243,789
Cash and cash equivalents at end of year 25,218,757 32,456,355
104 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
Notes to the Parent Company Financial Statements (FAS)
Basis of preparation for parent company financial
statements
CapMan Plc’s financial statements for 2021 have been pre-
pared in accordance with the Finnish Accounting Act.
Foreign currency translation
Transactions in foreign currencies have been recorded at the
rates of exchange prevailing at the date of the transaction.
Foreign currency denominated receivables and payables are
recorded at the rates of exchange prevailing at the closing date
of the review period.
Investments
Investments are valued at acquisition cost. If the probable fu-
ture income from the investment is permanently lower than the
value at acquisition cost excluding depreciation, the difference
is recognised as an expense.
Intangible and tangible assets
Intangible and tangible assets are valued at cost less accu-
mulated depreciation and amortisation according to the plan,
except for assets having an indefinite useful life.
Receivables
Receivables comprise receivables from Group companies and
associated companies, trade receivables, accrued income and
other receivables. Receivables are recorded at nominal value,
however no higher than at probable value. Receivables are clas-
sified as non-current assets if the maturity exceeds 12 months.
Financial risk management and derivative instruments
The financial risk management of CapMan Group is central-
ised with the parent company. The financial risk management
principles are provided in the Notes to the Group financial
statements under 32. Financial risk management.
CapMan Plc uses derivative instruments, such as foreign
exchange forwards, to hedge against currency changes incurred
to its certain and significant foreign currency denominated
trade receivables. Derivative instruments are measured at the
lower of their cost or market value.
Non-current liabilities
Senior bonds maturing later than one year after the balance
sheet date are recorded as non-current liabilities at nominal
value.
Current liabilities
Bonds maturing within one year are presented as current liabil-
ities and measured at their nominal value. Derivative liabilities
are measured at fair value.
Leases
Lease payments are recognised as other expenses. The remain-
ing commitments under each lease are provided in the Notes
section under “Commitments”.
Provisions
Provisions are recognised as expenses in case the parent
company has an obligation that will not result in comparable
income or losses that are deemed apparent.
Pensions
Statutory pension expenditures are recognised as expenses
at the year of accrual. Pensions have been arranged through
insurance policies of external pension institutions.
Revenue
Revenue includes the sale of services to subsidiaries and
revenue from the sale of securities, dividends and other similar
income from securities classified as inventories. Revenue from
services is recognised, when the service is delivered.
Income taxes
Income taxes are recognised based on Finnish tax law. Deferred
taxes are calculated on temporary differences between the
carrying amount and the tax base. Deferred taxes have been
measured at the statutory tax rates that have been enacted
by the balance sheet date and are expected to apply when the
related deferred tax is realised.
Appropriations
Appropriations in the income statement consist of possible giv-
en and received group contributions and possible depreciation
in excess of plan, and in the balance sheet, possible accumu-
lated depreciation in excess of plan.
105 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
1. Turnover by area
EUR 2022 2021
Sale of services
Finland 1,998,491 1,996,547
Foreign 3,264,851 3,797,075
Sale of securities in inventories 0 367,172
Total 5,263,342 6,160,794
2. Other operating income
EUR 2022 2021
Turnover translation difference -370,371 0
Gain on sale of subsidiary shares 1,453,658 0
Other operating income 16 171,248
Total 1,083,303 171,248
3. Raw materials and services
EUR 2022 2021
Change in inventories 0 -312,182
Total 0 -312,182
4. Personnel
EUR 2022 2021
Salaries and wages 8,224,832 4,684,192
Pension expenses 814,879 635,511
Other personnel expenses 92,388 105,783
Total 9,132,099 5,425,487
Management remuneration
Salaries and other remuneration of the CEO
Joakim Frimodig 1,741,618 376,060
Board members 318,996 340,554
Average number of employees 33 37
Management remuneration is presented in the Group Financial Statements Table 31.
Related party disclosures.
106 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
5. Depreciation
EUR 2022 2021
Depreciation according to plan
Other long-term expenditure 52,586 53,120
Machinery and equipment 46,813 46,782
Total 99,399 99,903
6. Other operating expenses
EUR 2022 2021
Other personnel expenses 354,313 361,276
Office expenses 331,262 399,743
Travelling and entertainment 315,634 207,002
External services 1,884,903 1,798,776
Internal services 873,811 95,579
Other operating expenses 281,413 258,158
Total 4,041,336 3,120,533
Audit fees
Audit 107,021 96,340
Other fees and services 18,564 10,200
Total 125,585 106,540
7. Finance income and costs
EUR 2022 2021
Dividend income
Group companies 22,966,087 5,743,329
Total 22,966,087 5,743,329
Other interest and finance income
Group companies 720,139 710,347
Others 857,581 583,781
Total 1,577,720 1,294,128
Interest and other finance costs
Impairment of shares and interests 336,851 -2,717,801
Write-down of receivables -1,184,363 -7,451
Group companies 0 -6,856
Others -4,352,178 -3,584,182
Total -5,199,690 -6,316,290
Finance income and costs total 19,344,117 721,168
8. Appropriations
EUR 2022 2021
Group contributions received 0 8,449,936
107 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
9. Intangible assets
EUR 2022 2021
Intangible rights
Acquisition cost at 1 January 828,188 828,188
Acquisition cost at 31 December 828,188 828,188
Accumulated depreciation at 1 January -828,188 -828,188
Accumulated depreciation at 31 December -828,188 -828,188
Book value on 31 December 0 0
Other long-term expenditure
Acquisition cost at 1 January 2,677,518 2,622,692
Additions 0 54,826
Acquisition cost at 31 December 2,677,518 2,677,518
Accumulated depreciation at 1 January -2,583,275 -2,530,155
Depreciation for the financial period -52,586 -53,120
Accumulated depreciation at 31 December -2,635,861 -2,583,275
Book value on 31 December 41,657 94,243
Intangible rights total 41,657 94,243
10. Tangible assets
EUR 2022 2021
Machinery and equipment
Acquisition cost at 1 January 1,215,985 1,211,699
Additions 111,038 4,286
Acquisition cost at 31 December 1,327,023 1,215,985
Accumulated depreciation at 1 January -1,097,165 -1,050,383
Depreciation for the financial period -46,813 -46,782
Accumulated depreciation at 31 December -1,143,978 -1,097,165
Book value on 31 December 183,045 118,820
Other tangible assets
Acquisition cost at 1 January 22,739 22,739
Book value on 31 December 22,739 22,739
Tangible assets total 205,784 141,559
108 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
11. Investments
EUR 2022 2021
Shares in subsidiaries
Acquisition cost at 1 January 110,347,424 116,845,122
Additions 17,234,994 19,498,370
Disposals -850,765 -23,203,328
Impairments 336,851 -2,792,740
Acquisition cost at 31 December 127,068,504 110,347,424
Shares in associated companies
Acquisition cost at 1 January 34,212 34,212
Disposals 0 0
Acquisition cost at 31 December 34,212 34,212
Shares, other
Acquisition cost at 1 January 10,558,185 12,446,125
Additions 75,314 232,780
Disposals -4,618 -2,120,720
Impairment -69,832 0
Acquisition cost at 31 December 10,559,049 10,558,185
Investments total 137,661,765 120,939,821
The subsidiaries and the associated companies are presented in the Notes to the Consolidated
Financial Statements, Table 31. Related party disclosures.
12. Long-term receivables
EUR 2022 2021
Receivables from Group companies
Capital loan receivables 730,000 380,000
Loan receivables 1,329,471 1,290,194
Other loan receivables 209,805 1,284,363
Accounts receivable 5,187,801 192,000
Long-term receivables total 7,457,077 3,146,558
13. Short-term receivables
EUR 2022 2021
Receivables from Group companies
Accounts receivable 0 74,618
Accrued income 145 0
Dividend receivables 256,320 322,270
Loan receivables 14,289,759 20,424,619
Other receivables 3,497,576 10,884,722
Total 18,043,800 31,706,230
Accounts receivable 1,435,601 630,773
Loan receivables 808,530 241,145
Other receivables 330,845 122,131
Accrued income 440,868 383,262
Short-term receivables total 21,059,644 33,083,540
109 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
14. Shareholders’ equity
EUR 2022 2021
Share capital at 1 January 771,587 771,587
Share capital at 31 December 771,587 771,587
Share premium account at 1 January 38,968,186 38,968,186
Share premium account at 31 December 38,968,186 38,968,186
Invested unrestricted shareholders' equity at 1 January 49,671,050 68,369,002
Invested unrestricted shareholders' equity, disposals -17,296,893 -18,788,256
Share subscriptions with options 0 90,303
Invested unrestricted shareholders' equity
at 31 December 32,374,157 49,671,050
Retained earnings at 1 January 7,236,929 3,821,282
Dividend payment -6,292,393 -3,131,376
Retained earnings at 31 December 944,536 689,906
Profit for the financial year 12,417,928 6,547,023
Shareholders' equity, total 85,476,394 96,647,753
Calculation of distributable funds
EUR 2022 2021
Retained earnings 944,536 689,906
Profit for the financial year 12,417,928 6,547,023
Invested unrestricted shareholders' equity 32,374,157 49,671,050
Total 45,736,621 56,907,979
CapMan Plc´s share capital is divided as follows:
Number of shares 2022 2021
Series B share (1 vote/share) 158,054,968 156,617,293
15. Non-current liabilities
EUR 2022 2021
Senior bonds 89,650,433 81,238,545
Other non-current liabilities 1,633,340 1,695,221
Non-current liabilities total 91,283,773 82,933,766
16. Current liabilities
EUR 2022 2021
Accounts payable 146,661 353,532
Liabilities to Group companies
OP Corporate Bank plc; Group account 10,555,514 6,252,796
Accounts receivable 68,382 0
Accounts payable 8,543 15,009
Other liabilities 114,736 50,428
Accrued expenses 89,537 89,537
Total 10,836,712 6,407,770
Other liabilities 926,408 1,341,514
Accrued expenses 2,974,734 2,177,741
Current liabilities total 14,884,515 10,280,558
110 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
17. Contingent liabilities
Leasing agreements
EUR 2022 2021
Operating lease commitments
Within one year 211,124 113,746
After one but not more than five years 97,088 63,077
Total 308,212 176,823
Other hire purchase commitments
Within one year 703,098 529,955
After one but not more than five years 58,592 1,104,073
Total 761,690 1,634,028
Securities and other contingent liabilities
EUR 2022 2021
Contingencies for own commitment
Enterprise mortgages 60,000,000 60,000,000
Investment commitments to other funds* 250,740 250,740
Other contingent liabilities 2,044,288 2,347,089
Total 62,295,028 62,597,829
Contingencies for subsidiaries' commitments
Investment commitments 207,656 643,372
Total 207,656 643,372
* Figure for the comparison period has been adjusted to include also investment commitment to fund CapMan
Private Rahasto III Ky.
18. Derivative instruments
EUR 2022 2021
Nominal amount of derivatives
Foreign exchange forwards 6,327,027 0
Total 6,327,027 0
Fair value of derivatives
Foreign exchange forwards 64,927 0
Total 64,927 0
111 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
Signatures to the Report of the Board of Directors
and Financial Statements
Helsinki 1.2.2023
Andreas Tallberg Mammu Kaario
Chairman
Catarina Fagerholm Johan Hammarén
Olli Liitola Johan Bygge
Joakim Frimodig
CEO
The Auditor’s Note
Our report has been issued today.
Helsinki 1.2.2023
Ernst & Young Oy
Audit firm
Kristina Sandin
Authorised Public Accountant
112 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
Auditor’s report (Translation of the Finnish original)
To the Annual General Meeting of CapMan Plc
Report on the Audit of
the Financial Statements
Opinion
We have audited the financial statements of CapMan Plc
(business identity code 0922445-7) for the year ended 31
December, 2022. The financial statements comprise the con-
solidated balance sheet, statement of comprehensive income,
statement of changes in equity, statement of cash flows and
notes, including a summary of significant accounting policies,
as well as the parent company’s balance sheet, income state-
ment, statement of cash flows and notes.
In our opinion
•
the consolidated financial statements give a true and fair
view of the group’s financial position as well as its financial
performance and its cash flows in accordance with Interna-
tional Financial Reporting Standards (IFRS) as adopted by
the EU.
•
the financial statements give a true and fair view of the par-
ent company’s financial performance and financial position
in accordance with the laws and regulations governing the
preparation of financial statements in Finland and comply
with statutory requirements.
Our opinion is consistent with the additional report submitted
to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with good auditing
practice in Finland. Our responsibilities under good auditing
practice are further described in the Auditor’s Responsibilities
for the Audit of the Financial Statements section of our report.
We are independent of the parent company and of the group
companies in accordance with the ethical requirements that are
applicable in Finland and are relevant to our audit, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements.
In our best knowledge and understanding, the non-audit
services that we have provided to the parent company and
group companies are in compliance with laws and regulations
applicable in Finland regarding these services, and we have not
provided any prohibited non-audit services referred to in Article
5(1) of regulation (EU) 537/2014. The non-audit services that
we have provided have been disclosed in note 7 to the consoli-
dated financial statements.
We believe that the audit evidence we have obtained is suffi-
cient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the finan-
cial statements of the current period. These matters were ad-
dressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
We have fulfilled the responsibilities described in the
Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures
designed to respond to our assessment of the risks of material
misstatement of the financial statements. The results of our
audit procedures, including the procedures performed to ad-
dress the matters below, provide the basis for our audit opinion
on the accompanying financial statements.
We have also addressed the risk of management override of
internal controls. This includes consideration of whether there
was evidence of management bias that represented a risk of
material misstatement due to fraud.
113 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
Key Audit Matter
How our audit addressed
the Key Audit Matter
Revenue recognition
We refer to the accounting policies in
the financial statements and the Note 3.
CapMan’s turnover in consolidated group
accounts amounted to 67,5 million euros.
It consists of management fees, sale of
services and carried interest income.
The timing of revenue recognition can be
judgmental as revenue may be recognized
either over time or at the point in time de-
pending on the circumstances and provided
services. The assessment of recognized
revenue includes management assumptions
and estimates.
Revenue recognition was determined to be
a key audit matter and a significant risk of
material misstatement referred to in EU
Regulation No 537/2014 point (c) of Article
10(2) in respect of its timely recognition
and at a proper amount.
Our audit procedures to address the risk
of material misstatement included, among
other things, assessing that the revenue
recognition principles comply to applicable
accounting standards. We also identified
and tested key controls relating to revenue
recognition.
We examined sales cutoff with analytical
procedures. We supplemented our proce-
dures with test of details on a transaction
level on a random basis in order to ensure
that the revenue has been recognized in a
correct accounting period and it’s based on
the corresponding agreements.
In addition, we assessed the adequacy of
disclosures relating to the fee and commis-
sion income of the group.
Key Audit Matter
How our audit addressed
the Key Audit Matter
Valuation of non-liquid investments
We refer to the accounting policies in the
financial statements and the Notes 17 and 32.
The Group’s investment portfolio
31.12.2022 amounts to 169,1 million
euros. The investment portfolio includes
mainly investments to funds managed by
CapMan group companies. Determination
of the fair value of funds and direct invest-
ments to portfolio companies is executed
using International Private Equity and Ven-
ture Capital valuation guidelines (IPEV) and
IFRS and the fair values are based on esti-
mated cash-flows or peer-group multiples.
Fair value measurement includes subjective
estimations by management, specifically in
areas where fair value is based on a model-
based valuation. Valuation techniques for
private equity funds involve setting various
assumptions regarding pricing factors.
The use of different valuation techniques
and assumptions could lead to different
estimates of fair value.
Valuation of non-liquid investments was
determined to be a key audit matter and a
significant risk of material misstatement
referred to in EU Regulation No 537/2014
point (c) of Article 10(2).
Our audit procedures to address the risk of
material misstatement relating to valuation
of non-liquid investments included, among
others, identifying and testing the controls
in place over recording fair values of non-liq-
uid investment.
We performed additional procedures for ar-
eas of higher risk and estimation, involving
our valuation specialists.
Our audit procedures included:
•
Developing an understanding of the
private equity and real estate portfolios.
•
Reviewing the price of recent transactions
and investments.
•
Assessing assumptions used in the valua-
tions and obtaining an understanding that
the valuation appropriately reflects the
risks of the portfolios.
•
Comparing the assumptions against
established policies and determining if
they have been applied appropriately.
•
Reviewing and assessing the valuations
determined by CapMan or other party.
•
Assessing whether the International
Private Equity and Venture Capital Valua-
tion Guidelines and valuation methodology
of IFRS have been applied correctly.
In addition, we assessed the adequacy
of disclosures relating to the non-liquid
investments.
114 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
Responsibilities of the Board of Directors and the
Managing Director for the Financial Statements
The Board of Directors and the Managing Director are respon-
sible for the preparation of consolidated financial statements
that give a true and fair view in accordance with International
Financial Reporting Standards (IFRS) as adopted by the EU,
and of financial statements that give a true and fair view in
accordance with the laws and regulations governing the prepa-
ration of financial statements in Finland and comply with stat-
utory requirements. The Board of Directors and the Managing
Director are also responsible for such internal control as they
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Board of Directors
and the Managing Director are responsible for assessing the
parent company’s and the group’s ability to continue as going
concern, disclosing, as applicable, matters relating to going
concern and using the going concern basis of accounting. The
financial statements are prepared using the going concern
basis of accounting unless there is an intention to liquidate the
parent company or the group or cease operations, or there is
no realistic alternative but to do so.
Auditor’s Responsibilities for
the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance on whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assur-
ance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with good auditing practice
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably
be expected to influence the economic decisions of users taken
on the basis of the financial statements.
As part of an audit in accordance with good auditing
practice, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a ma-
terial misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal control.
•
Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the parent company’s or the
group’s internal control.
Key Audit Matter
How our audit addressed
the Key Audit Matter
Valuation of goodwill
We refer to the accounting policies in the
financial statements and the Notes 15 and 13.
At the balance sheet date 31 December 2022, the
value of goodwill amounted to 12,7 million euros
representing 5 % of the total assets and 9 % of
the total equity. At 31 December 2022, 4,8 million
euros of the goodwill is presented as part of
Assets held for sale. During financial year 2022,
an impairment amounting to 2,6 million euros has
been recognized.
The valuation of goodwill is based on management’s
estimate about the value-in-use calculations of the
cash generating units. There are number of under-
lying assumptions used to determine the value-
in-use, including the revenue growth, EBITDA and
discount rate applied on net cash-flows.
Estimated value-in-use may vary significantly when
the underlying assumptions are changed and the
changes in above-mentioned individual assump-
tions may result in an impairment of goodwill.
Valuation of goodwill was determined to be a key
audit matter because the assessment process is
judgmental, it is based on assumptions relating
to market or economic conditions extending to
the future, and because of the significance of the
goodwill to the financial statements.
Our audit procedures regarding the valuation
of goodwill included involving EY valuation
specialists to assist us in evaluating methodol-
ogies, impairment calculations and underlying
assumptions applied by the management in
the impairment testing.
In evaluation of methodologies, we compared
the principles applied by the management in the
impairment tests to the requirements set in IAS
36 Impairment of assets standard and ensured
the mathematical accuracy of the impairment
calculations.
We assessed the historical accuracy of man-
agements’ estimations and compared the key
assumptions applied by the management in
impairment tests to
•
budgets and long-term forecasts,
•
information available in external sources, as
well as
•
our independently calculated industry averages
such as weighted average cost of capital used
in discounting the cashflows.
We also assessed the sufficiency of the disclo-
sures as well as whether the disclosures about
the sensitivity of the impairment assessment are
appropriate.
115 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
•
Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.
•
Conclude on the appropriateness of the Board of Directors’
and the Managing Director’s use of the going concern basis of
accounting and based on the audit evidence obtained, wheth-
er a material uncertainty exists related to events or conditions
that may cast significant doubt on the parent company’s
or the group’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclo-
sures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the
parent company or the group to cease to continue as a going
concern.
•
Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions
and events so that the financial statements give a true and fair
view.
•
Obtain sufficient appropriate audit evidence regarding the fi-
nancial information of the entities or business activities within
the group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision
and performance of the group audit. We remain solely respon-
sible for our audit opinion.
We communicate with those charged with governance regard-
ing, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical require-
ments regarding independence and communicate with them
all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most sig-
nificance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in ex-
tremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse conse-
quences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.
Other Reporting Requirements
Information on our audit engagement
We were appointed as auditors by the Annual General Meeting
on March 14, 2018 and our appointment represents a total
period of uninterrupted engagement of five years.
Other information
The Board of Directors and the Managing Director are respon-
sible for the other information. The other information compris-
es the report of the Board of Directors and the information
included in the Annual report but does not include the financial
statements and our auditor’s report thereon. We have obtained
the report of the Board of Directors prior to the date of this
auditor’s report, and the Annual Report is expected to be made
available to us after that date.
Our opinion on the financial statements does not cover the
other information.
In connection with our audit of the financial statements,
our responsibility is to read the other information identified
above and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be
materially misstated. With respect to report of the Board of
Directors, our responsibility also includes considering wheth-
er the report of the Board of Directors has been prepared in
accordance with the applicable laws and regulations.
In our opinion, the information in the report of the Board
of Directors is consistent with the information in the financial
statements and the report of the Board of Directors has been
prepared in accordance with the applicable laws and regulations.
If, based on the work we have performed on the other
information that we obtained prior to the date of this auditor’s
report, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Helsinki February 1, 2023
Ernst & Young Oy
Authorized Public Accountant Firm
Kristina Sandin
Authorized Public Accountant
116 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
117 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
Shares and shareholders
CapMan is a Nordic listed private assets
management and investment company. The
parent company CapMan Plc’s share has been
listed on the Helsinki Stock Exchange (Nasdaq
Helsinki) since 2001. CapMan had 30,608
shareholders as of the end of 2022.
CapMan shares
CapMan’s shares are quoted on the main list
of Nasdaq Helsinki. All shares generate equal
voting rights and rights to a dividend and oth-
er distribution to shareholders. CapMan had a
total of 158,054,968 shares as of 31 Decem-
ber 2022. CapMan’s shares are included in
the book entry securities register and have no
nominal value. CapMan’s share capital as of
31 December 2022 was 771,586.98.
Nominee-registered
shareholders
CapMan Plc’s foreign shareholders can
register their holdings in nominee-registered
book-entry accounts, for which a custodian is
registered in the company’s list of sharehold-
ers rather than the ultimate owner. Foreign
and nominee-registered shareholders held
a total of 4% of CapMan’s shares as of the
end of 2021. A breakdown by sector and size
of holding can be found on the Notes to the
Financial Statements.
Dividend policy and dividend
payable for 2022
CapMan’s objective is to pay an annually
increasing dividend to its shareholders. The
Board of Directors will propose to the Annual
General Meeting that a distribution of €0.17
per share be paid to shareholders for 2022.
IR contacts
CapMan’s IR contacts are the joint
responsibility of the CEO, the CFO and
the Communications and IR Director. The
company observes a two-week silent period
prior to publication of its interim reports and
financial statements, during which it does
not comment on the company’s financial
performance or future prospects.
Read more
www.capman.com/shareholders/
TYÖNUMERO 23
Holding and voting rights
by shareholder class
Persons discharging managerial
responsibilities 3.7%
Nominee registered shareholders
and other foreign ownership
(non-Finnish owners) 4.3%
Finnish institutions
and households 92.0%
500
400
300
200
100
0
2018 2019 2020 2022
2021
TYÖNUMERO 24
Market capitalisation, M€
475
362
428
217
362
10
5
0
-5
-10
-15
-20
-25
-30
TYÖNUMERO 30
Jan Feb Mar Apr May Jun Jul Aug Sep Oct DecNov
Share price and index development in 2022
CapMan Plc Share Price CapMan Plc Total Return OMX Helsinki Cap Price Return Index
118 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
Information for shareholders
Annual General Meeting 2023
CapMan Plc’s Annual General Meeting 2023 will be held
on Wednesday 15 March 2023 at 10.00 a.m. EET at Kämp
Symposion at the address Pohjoisesplanadi 29, 00100
Helsinki. All shareholders registered with the company’s list of
shareholders maintained by Euroclear Finland Oy on Friday 3
March 2023 are entitled to attend.
Shareholders can use their shareholder rights also by voting
in advance (either personally or through a proxy representative).
Shareholders can also submit questions in advance.
For further instructions, please see our website
www.capman.com/shareholders/general-meetings/
Dividend and equity repayment
The Board of Directors will propose to the AGM that a total
distribution of €0.17 per share, consisting of a dividend of
€0.08 per share and equity repayment of €0.09 per share, will
be paid for 2022.
CapMan Plc’s financial reporting in 2023
CapMan Plc will publish one half-year report and two interim
reports during 2023:
•
Interim Report for the period 1 January–31 March 2023 on
28 April 2023
•
Half-Year Financial Report for the period 1 January–30 June
2023 on 3 August 2023
•
Interim Report for the period 1 January–30 September 2023
on 26 October 2023
Financial reports are published in Finnish and English. The
company’s Annual Reports, Interim Reports, and stock exchange
releases and press releases can be obtained electronically
at the company’s website www.capman.com. The company’s
website also includes other IR material. Please subscribe to
CapMan’s publications by email by joining the mailing list.
Analysts following CapMan Plc
Evli Jerker Salokivi, tel. +358 (0)45 133 2229
Inderes Sauli Vilén, tel. +358 (0)44 025 8908 and
Matias Arola +358 (0)40 935 3632
Nordea Svante Krokfors, tel. +358 (0)9 5300 5337 and
Joni Sandvall, tel. +358 (0)9 5300 5484
OP Joona Tersa, tel. +358 10 252 4351
Contact person
Linda Tierala
Director, Communications & IR
119 • CAPMAN ANNUAL REPORT 2022 • FINANCIAL STATEMENTS
GROUP
CORPORATE GOVERNANCE
REPORT OF THE BOARD OF DIRECTORS
FINANCIAL STATEMENTS
Group Statement of
Comprehensive Income (IFRS)
Group Balance Sheet (IFRS)
Group Statement of Changes in
Equity (IFRS)
Group Cash Flow Statement (IFRS)
Notes to the Consolidated Financial
Statements
Parent Company Income Statement (FAS)
Parent Company Balance Sheet (FAS)
Parent Company Cash Flow Statement (FAS)
Notes to the Parent Company Financial
Statements (FAS)
Signatures to the Report of the Board
of Directors and Financial Statements
Auditor’s report
Shares and shareholders
Information for shareholders
Independent Auditor’s Report on CapMan Oyj’s ESEF-Consolidated
Financial Statements (Translation of the Finnish original)
To the Board of Directors of CapMan Oyj
We have performed a reasonable assurance engagement on
the iXBRL tagging of the consolidated financial statements
included in the digital files CapManPlc-2022-12-31-fi.zip of
CapMan Oyj for the financial year 1.1.-31.12.2022 to ensure
that the financial statements are marked/tagged with iXBRL in
accordance with the requirements of Article 4 of EU Commis-
sion Delegated Regulation (EU) 2018/815 (ESEF RTS).
Responsibilities of the Board of Directors
and Managing Director
The Board of Directors and Managing Director are responsible
for the preparation of the Report of Board of Directors and
financial statements (ESEF financial statements) that comply
with the ESESF RTS. This responsibility includes:
•
preparation of ESEF-financial statements in accordance with
Article 3 of ESEF RTS
•
tagging the consolidated financial statements included
within the ESEF- financial statements by using the iXBRL
mark ups in accordance with Article 4 of ESEF RTS
•
ensuring consistency between ESEF financial statements and
audited financial statements
The Board of Directors and Managing Director are also respon-
sible for such internal control as they determine is necessary to
enable the preparation of ESEF financial statements in accord-
ance with the requirements of ESEF RTS.
Auditor’s Independence and Quality
Control
We are independent of the company in accordance with the
ethical requirements that are applicable in Finland and are
relevant to the engagement we have performed, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements.
The auditor applies International Standard on Quality Con-
trol (ISQC) 1 and therefore maintains a comprehensive quality
control system including documented policies and procedures
regarding compliance with ethical requirements, professional
standards and applicable legal and regulatory requirements.
Auditor’s Responsibilities
In accordance with the Engagement Letter we will express an
opinion on whether the electronic tagging of the consolidated
financial statements complies in all material respects with the
Article 4 of ESEF RTS. We have conducted a reasonable assur-
ance engagement in accordance with International Standard on
Assurance Engagements ISAE 3000.
The engagement includes procedures to obtain evidence on:
•
whether the tagging of the primary financial statements in
the consolidated financial statements complies in all materi-
al respects with Article 4 of the ESEF RTS
•
whether the tagging of the notes to the financial statements
and the entity identifier information in the consolidated
financial statements complies in all material respects with
Article 4 of the ESEF RTS
•
whether the ESEF-financial statements are consistent with
the audited financial statements
The nature, timing and extent of the procedures selected
depend on the auditor’s judgement including the assessment
of risk of material departures from requirements sets out in
the ESEF RTS, whether due to fraud or error.
We believe that the evidence we have obtained is sufficient
and appropriate to provide a basis for our statement.
Opinion
In our opinion the tagging of the consolidated financial
statement included in the ESEF financial statement of CapMan
Oyj for the year ended 31.12.2022 complies in all material
respects with the requirements of ESEF RTS.
Our audit opinion on the consolidated financial statements
of CapMan Oyj for the year ended 31.12.2022 is included
in our Independent Auditor’s Report dated 1.2.2023. In this
report, we do not express an audit opinion any other assurance
on the consolidated financial statements.
Helsinki 21.2.2023
Ernst & Young Oy
Authorized Public Accountant Firm
Kristina Sandin
Authorized Public Accountant
WWW.CAPMAN.COM