Annual Report
2021
Table of contents
CapMan Snapshot 3
CapMan in brief 3
Our mission, vision and values 4
Highlights 2021 5
CEO’s review 9
Strategy 11
Strategic objectives and
milestones 2017–2021 11
Assets under management and
key milestones 12
CapMan Group operations 13
Long-term financial objectives 14
Business 15
CapMan’s investment and
service teams 15
Overview of strategies and functions 18
Personnel 19
Results are created together 19
Sustainability 22
ESG strategy and commitments 22
CapMan’s sustainability targets
for 2022 24
Corporate Governance 25
Corporate Governance
statement 2021 25
Board of Directors 32
Management Group 34
Report of the Board of Directors 37
Report of the Board of Directors 37
Key figures 44
Key figures - CapMan Group 46
Fees and carry 47
Investment business 48
Calculation of Key Ratios 49
Financial Statements 50
Group Statement of
Comprehensive Income (IFRS) 46
Group Balance Sheet (IFRS) 52
Group Statement of
Changes in Equity (IFRS) 53
Group Cash Flow Statement (IFRS) 54
Notes to the Consolidated
Financial Statements 55
Parent Company
Income Statement (FAS) 89
Parent Company
Balance Sheet (FAS) 90
Parent Company
Cash Flow Statement (FAS) 91
Notes to the Parent Company
Financial Statements (FAS) 92
Signatures to the Report of
the Board of Directors
and Financial Statements 99
Auditor’s report 100
Shares and shareholders 104
Information for shareholders 105
2 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
OVER
30
YEARS OF EXPERIENCE
FROM THE UNLISTED
MARKETS.
20
NUMBER OF
FUNDS
COMMITTED TO
1.5°C
DEGREES ALIGNED
SCIENCE-BASED
TARGETS
4.5
mrd €
BILLION ASSETS UNDER
MANAGEMENT
CAPMAN SNAPSHOT
CapMan in brief
CapMan is a leading Nordic private asset expert with an active
approach to value creation. As one of the private equity pio-
neers in the Nordics, we have built value in unlisted businesses,
real estate, and infrastructure for over three decades. Our
objective is to provide attractive returns and innovative solutions
to investors. We are dedicated to setting science-based targets
to reduce our greenhouse gas emissions in line with the Paris
Agreement. We have a broad presence in the unlisted market
through our local and specialised teams. Our investment
strategies cover minority and majority investments in portfolio
companies and real estate, and infrastructure assets. We also
provide wealth management solutions. Our service business
includes procurement and analysis, reporting, and back-office
services. Altogether, CapMan employs approximately 160 pro-
fessionals in Helsinki, Stockholm, Copenhagen, Oslo, London
and Luxembourg. We have been listed on Nasdaq Helsinki since
2001.
We support growth and success
by investing broadly in the
unlisted market.
Our roots are Nordic but our
handprint and our networks
are global.
3 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
CAPMAN SNAPSHOT
Our mission, vision and values
We build value for the
enrichment of society
We build better organised, managed, and
financially stable companies, contributing to
overall economic well-being. More jobs and
innovations equal better conditions for soci-
etal development. Similarly, we invest in real
estate and infrastructure because we believe
that high-quality environments, and utilities
and services are cornerstones for functioning
societies. We consider the environmental
and social impacts of our business. As active
owners, funds managed by CapMan can drive
change on a broad scale.
CapMan is a leading Nordic
private assets management
and investment company.
Our roots are Nordic but our
handprint and our networks
are global.
Our work is guided by 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.
•
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.
MISSION
We build value for the
enrichment of society.
VISION
Our vision is to be a Nordic
private assets powerhouse.
4 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
2021
Highlights
Multiple awards for
Growth portfolio company
Finnish IT media Tivi awarded CapMan Growth’s portfolio com-
pany Unikie Tivi-company of the year. The company was also
selected growth company of the year in the mid-size company
category by Finnish business mentorship organisation Kasvu
Open. Unikie develops technologies for protected real-time
processes and its clients include pioneers of real-time data
utilisation in the automotive industry as well as other industries
and telecommunication companies worldwide. The company
has grown rapidly and has been profitable from the beginning.
Two new Growth
investments and one exit
CapMan Growth’s second fund, established
in 2020, invested in business technology
transformation company Sofigate and leading
Finnish personal assistance service Suomen
Avustajapalvelut. The team’s first fund exited
Finnish full-service machinery company Real-
Machinery Oy. The transaction was the fifth
exit of the fund.
Growth portfolio company was
listed on stock-exchange
Digital Workforce, a portfolio company of
CapMan Growth’s first fund, was listed on
the Nasdaq First North Growth Market. The
IPO enables the company to invest in the
growth and expansion of operations, in line
with its strategy. Digital Workforce is a Finnish
Intelligent Automation (IA) and Robotic
Process Automation (RPA) services specialist
that CapMan Growth invested in in 2018.
5 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
Infra invested in energy and traffic
Special Situations fund made two investments
The CapMan Special Situations I fund, established in 2021, invests in
event-driven opportunities across economic cycles and industry sectors.
In spring 2021, the fund acquired 100 per cent of the equity and debt
capital of HopLop Group. HopLop operates a chain of adventure parks and
playgrounds for children. The company is a market leader in Finland and
has taken its first steps to expand internationally. The company has taken
many actions during 2021 to increase efficiency and adapt to the changing
market situation. With the support of CapMan, the business is well-posi-
tioned to focus on its core business and foster new growth.
At the end of the year, the fund made its second investment in Marinetek,
a leading supplier of high-quality floating solutions. Marinetek specialises
in marinas, floating breakwaters, yacht docks and other commercial float-
ing solutions. The fund acquired majority ownership in the company and
will invest new capital in developing the business, seeking to develop the
company as the leading supplier of premium marinas and modern floating
solutions.
CapMan Infra’s fund established in 2018
invested in the energy and traffic sectors
in line with its strategy. The fund agreed to
co- operate with St1 to accelerate ground
source heat plant investments in Finland. As
part of the arrangement, the fund added a
ground source heat plant portfolio owned by
St1 Lähienergia Oy to its portfolio company
Loviisan Lämpö Group, and finances nation-
wide investments in new heating plants gener-
ating sustainably produced energy.
In December the fund agreed to acquire
Koiviston Auto, Finland’s leading bus operator.
Through the acquisition, CapMan is driving
the rapid electrification of urban bus trans-
portation. Electric buses currently account for
only 6 per cent of Koiviston Auto’s contracted
fleet. CapMan plans to increase the company’s
contracted electric bus fleet to more than 220
buses by 2026, which would represent over
33 per cent of the contracted bus fleet. The
acquisition was completed in 2022.
New investments and exits
in Buyout funds
CapMan Buyout XI, CapMan’s newest Buyout
fund established in 2019, invested in several
new companies in 2021. The fund acquired
a majority share in food supplement and med-
ical devices specialist Pharmia. The acquisi-
tion seeks to accelerate the company’s growth
organically and through add-on acquisitions.
The fund also invested in Swedish sports
nutrition and equipment company MMSports.
Together with the MMSports team CapMan
Buyout will continue to support the acceler-
ating growth and internationalisation of the
company. The fund has also made several
add-on investments.
CapMan Buyout IX fund exited Solera Bever-
age Group to Royal Unibrew and Bright Group
to the international event technology firm NEP
Group. The fund has two remaining assets.
Buyout linked its fund capital call
bridge facility to ESG-metrics
CapMan Buyout continued aligning its
business towards long-term sustainable value
creation by linking its capital call bridge
facility to ESG-metrics, which are related to
GHG emissions, diversity of the management
teams and establishment of governance
policies. This action is part of an established
strategy to follow up on and drive change by
developing ESG matters, with equal focus on
risk mitigation and value creation throughout
the business. The linkage is the first of its
kind at CapMan.
6 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
New real estate assets to
value-add fund
CapMan Real Estate’s third value-add fund,
the largest in CapMan’s history at €564
million in equity, made four investments
in Sweden throughout 2021. The fund
invested in three well-located mixed-use
office properties in the Stockholm region
that are planned to be refurbished further to
fit modern standards, and in one industrial
property in Köping.
Wealth Services broadened its
offering
CapMan Wealth Services launched a new
programme investing in private equity funds
together with international private equity as-
set manager AlpInvest Partners. The program,
established in the form of CapMan Wealth
Services Investment Partners Fund (CWSIP),
invests in sought after US mid-market buyout
funds alongside AlpInvest. The tailored prod-
uct is part of CapMan’s strategy to expand
and diversify its product portfolio by offering
local investors access to the unlisted market
also outside the Nordic region. CWSIP makes
investments in private equity funds that invest
in unlisted mid-sized companies in the US.
This is the first CapMan Wealth Services
programme that invests in private markets
with approx. USD 90 million raised.
Norled’s MS Hydra is Ship of The Year 2021
CapMan Infra’s portfolio company Norled received recognition for its
innovative work when Skipsrevyen rewarded MS Hydra, Norled’s ferry
launched in 2021, as the ship of the year. MS Hydra is the world’s
first hydrogen powered ferry. The Ship of The Year award is the most
prestigious recognition given to Norwegian shipping technology and
innovation. It is given annually to a Norwegian built ship on a Norwe-
gian shipyard. Skipsrevyen’s readers nominate the candidates for the
award and a jury of professionals select the winner.
New fund investing in residential real
estate launched
CapMan Real Estate established a new fund
investing in Nordic residential real estate which
has raised over €500 million in equity in 2021. At
establishment, the fund also signed an agreement
to acquire a portfolio of properties in Helsinki
for over €500 million. The portfolio consists of
29 modern rental residential properties with a
combined net leasable area of 88,279 m2. The
properties are located in different growth centres
in and around the Helsinki Metropolitan Area with
good access to commuter connections. At the end
of October, the fund also invested in a portfolio
consisting of 12 centrally located properties in
Copenhagen. 77 per cent of CapMan Residential
fund investments are in Finnish properties and
23 per cent are in Danish properties. The average
apartment size in the portfolio is 51 square meters.
€52.8 million
TURNOVER 2021
(2020: €43.0 million)
€44.6 million
OPERATING PROFIT 2021
(2020: €12.3 million)
7 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
CapMan for Good
CapMan for Good is a foundation that supports causes and projects
that work to improve the well-being of people and society. The pur-
pose of the foundation is to support entrepreneurship, education and
other activities in order to increase well-being in disadvantaged parts
of society. In 2021 the Christmas fundraising and charity seminar
organized by CapMan for Good together with CaPS’s and CapMan’s
network raised €199,000 for the Tukikummit foundation and for work
to prevent marginalisation of children and youth. CapMan for Good
also continued as a partner of the Eskilstuna United’s Girls United
initiative in 2021. Through the initiative young girls, mainly with immi-
grant backgrounds, develop new skills and self-esteem through foot-
ball. Further, the foundation launched a mentorship programme for
small businesses and entrepreneurs. Eight companies and entrepre-
neurs were selected for the programme and matched with mentors.
The mentors were long-term private equity investors involved in the
CapMan for Good foundation.
Focus on sustainable development
In 2021 CapMan strengthened its commit-
ment to sustainable development on several
fronts. CapMan has actively developed its
sustainable investment framework since the
Group became a signatory of the PRI in 2012
and CapMan appointed its first ESG Director.
This new appointment gives an increased
focus and resources to further develop Cap-
Man’s sustainable investment practices. At the
core of the ESG Directors role is further devel-
oping the Group’s approach to sustainability
and implementing a sustainable investment
framework in collaboration with CapMan’s
investment teams and other group functions.
In addition to this, CapMan has throughout
the year launched its first funds which are
aligned with the European Unions framework
of sustainable finance, promoting environmen-
tal and/or social factors.
Several exits from value-add real estate
CapMan Nordic Real Estate Fund, CapMan’s
first real estate fund investing with a Nordic
value-add strategy, made several successful
exits throughout 2021 and is approaching
carry. The fund sold a vacant office building
located in central Oslo, to the Norwegian
student organisation SiO. Before the sale
the property was stripped of its structure
and prepared for a complete renovation. The
fund also exited a residential portfolio of up
to 33,000 sqm in Copenhagen as well as a
mixed-use property in central Copenhagen.
Both assets were comprehensively refurbished
and developed during the fund’s ownership. In
addition, the fund has agreed on another exit
and will start distributing carried interest after
the completion of the exit.
CapMan’s second Nordic value-add real
estate fund completed its largest exit from an
office building in Södra Värtan, Stockholm in
February 2022.
¢21.4
EPS 2021
(2020: ¢3.3)
8 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
CEO REVIEW
A record year
based on sustainable
development
2021 was CapMan’s strongest year as a
listed company, measured by turnover and
operating profit. Turnover for the year was
€53 million and operating profit was €45
million. Assets under management reached
€4.5 billion record levels. Key drivers behind
the record result are strong international
fundraising, successful value creation work
and well executed exits.
Sustainable development as a
foundation for value creation
Our mission guides our strong results to build
value for the enrichment of society. CapMan’s
societal impact is significant. Our portfolio
companies employ a total of 13,000 people
with a combined turnover of €2.2 billion. We
also manage real estate with a combined area
of approx. 1,300,000 square meters and
a total of approx. 6,300 tenants, including
large corporations and institutions as well
as thousands of households. We have an
opportunity and a strong drive to develop our
portfolio companies and real estate into more
environmentally friendly, socially responsible,
Our vision is to be a Nordic
private assets powerhouse.
Our strategy based on this
vision has progressed on many
fronts during 2021. We have
expanded our fund investor
base, diversified our product
offering in the unlisted market
and focused on active and
sustainable value creation.
and well-governed assets, thereby contribut-
ing to a more sustainable society.
Our ability to offer good returns while taking
sustainability aspects into account is a
central reason for why we are the primary
choice of a private markets partner in the
Nordics for so many clients.
Clear sustainability targets
for operations
During the past year, we have increased our
resources for sustainability work, developed
the systematic integration of sustainability
factors into our business and focused on
assessing the sustainability impacts of our
investments.
An outcome of the sustainability work con-
ducted during the year was a new strategy to
integrate sustainability objectives. As part of
this work, we have established sustainability
targets for CapMan Group as well as for funds
managed by CapMan. In terms of environ-
mental targets, CapMan commits to setting
Science Based Targets (SBT) for its activities
that mitigate climate change in line with the
Paris Agreement. Long-term, our objective is
to be a fully carbon-neutral company. From
9 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
a social perspective we commit to promote
diverse and inclusive work communities and
maintain employee satisfaction at a measur-
ably high level. We also focus on promoting
the gender division of decision makers so that
one gender would not be clearly overrepre-
sented. Furthermore, we are planning to inte-
grate sustainability objectives into executive
remuneration. By setting clear targets and
monitoring of progress towards those targets,
we can ensure that we promote those areas
that we can influence directly through active
ownership.
A record year by many
measures
We were successful during 2021 over the
lifecycles of our funds, from the fundraising
phase to exits.
Our assets under management increased by
€700 million, or close to 20 per cent as a
result of the establishment of new funds. In
2021, we established a new residential real
estate fund, a fund that invests in business-
es undergoing transformations and a new
private credit fund, among others. Increasing
the share of international investors is one of
the cornerstones of our fundraising strate-
gy. We successfully attracted several new
large international institutions as investors in
our new funds. Investors outside the Nordic
countries now contribute to approx. 60 per
cent of our assets under management. This
share has grown from approx. 10 per cent in
2017. In addition, the number of smaller local
investors has grown steadily.
We have found plenty of suitable investment
opportunities in an active transactions market.
We invested a total of 660 million through our
funds in 2021.
Future returns are based on
value creation today
Value creation in our portfolio companies
and real estate has been successful, which
is reflected in fair value changes of invest-
ments made from our own balance sheet. In
2021, fair values increased by 27 per cent
and included returns from exits as well as
still unrealised fair value gain. Net cash flow
to CapMan from investments was a solid €18
million.
During the past year, we have completed
several successful exits, which have returned
capital and distributed returns to investors at
a total of €250 million. We exited a total of 11
companies and real estate assets. Successful
Strong international fundraising, successful value
creation and well executed exits drive record results.
value creation is also demonstrated by funds
that have been transferred to carry or that
are approaching this milestone. When a
fund transfer to carry, also the fund General
Partner, i.e. CapMan, receives a share of the
returns.
Growing fees
Fund management fees and fees from
services are an important part of CapMan’s
income mix. Fee-based profitability has
continued its positive trend for several years.
We focus on the long-term growth of fee-
based profitability and expect this develop-
ment to continue strong also this year.
We have developed our service concepts dur-
ing the year. As an example, CapMan’s wealth
management arm CapMan Wealth Services
launched its first international co-investment
solution together with international private
assets manager AlpInvest. This fund-based
solution invests in sought after US mid-market
buyout funds alongside AlpInvest. The tailored
product is part of CapMan’s strategy to
expand and diversify its product portfolio by
offering local investors access to the unlisted
market also outside the Nordic region.
CaPS continues to grow in Finland and
Sweden while operations have started also in
the Baltics. JAY Solutions has acquired new
customers for their reporting and analytics
service offering also among B2B clients.
Top professionals enable
future growth
CapMan’s growth and positive development is
driven by the best professionals in the indus-
try. During 2021 we have strengthened our
ranks by recruiting new talent. This provides a
solid foundation for future growth. Our knowl-
edgeable staff is our most important asset
and we have invested in improving employee
satisfaction by increasing flexibility regarding
work location and hours, for example. Despite
two years of exceptional circumstances due
to the pandemic, I am happy to note that the
work community is highly appreciated and
that it is one of the reasons why people want
to work at CapMan and why they thrive.
We have raised the bar for our business and
results during 2021. In the coming years,
we will maintain our focus on growth and
especially on the internationalisation of
our business. Active and sustainable value
creation is at the core of our activities. This
combination of growth and value creation
improves our financial performance and helps
us execute our vision to be a Nordic private
assets powerhouse.
Joakim Frimodig
CEO
10 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
STRATEGY
Strategic objectives and milestones 2017–2021
1. Broaden access
to capital
2. Introduce new &
flexible products
3. Develop broad
offering in the
private assets
space
4.
Focus on active
value creation
Strategic objective:
2016 AUM (€2.7 bn) 2021 AUM (€4.5 bn)
Buyout 14%
Growth 3%
Value-Add Real Estate 28%
Hotels Real Estate 12%
Nordic Property Income 2%
Residential 23%
Infra 8%
Other 10%
Buyout 25%
Real Estate 59%
Other 16%
Closed-end 62%
Open-ended,
mandates etc 38%
Closed-end 96%
Other 4%
International 10%
Smaller local
institutions 5%
Local Tier I 85%
International 60%
Smaller local institutions
12%
Local Tier I 28%
Megatrends & value drivers:
1. Growing
market
2. Broader interest
in private assets
3. Diversification and
flexible products
4. Attractive
returns
CapMan updated its strategy in 2017.
The Group’s main objectives are to
broaden access to capital, introduce
new and flexible products, provide a
broader offering of strategies in the
private markets space and to focus on
active value creation. The objectives are
supported by global trends.
During the past four years, we have
successfully increased assets under
management among large international
investors and smaller local institutions,
alongside Nordic institutional inves-
tors. In addition to offering closed-end
funds, we have significantly increased
the share of open-ended funds and
mandates. We have also introduced
new private markets strategies along-
side traditional buyout and real estate
investments. The expanded offering will
help us with active value creation for
our fund investors and shareholders.
11 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
STRATEGY
Assets under management and key milestones
PHASE 2: 2001–2008 PHASE 3: 2009–2015 PHASE 4: 2016–2019 PHASE 5: 2020–
Post-financial crisis era
• Multiproduct house with Private
Equity & Real Assets strategies
• PRI signatory in 2012
• Private equity related services
Re-focus on growth
• Norvestia acquisition in 2016
expands balance sheet and
enables faster establishment of
new funds
• Growth Equity in 2016
• Infra in 2017
Acceleration
• Large successor funds to
successful strategies
• New strategies: Special
Situations 2020, Residential
2021
• New products in the private
assets space
• Activities across Nordics
Expansion into new markets
• Listed in 2001
• Nordic expansion 2002
• Real Estate in 2005
• Russia in 2008
FOUNDATION 1989–
2000
Pioneer
• Founded in 1989 in Finland
• MBO in 1995
TYÖNUMERO 6
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
Assets under management (M€)
Private Equity Real Estate Infra
5,000
4,000
3,000
2,000
1,000
0
624
1,004
1,049
978
1,656
1,719
1,782
3,133
3,276
3,223
3,059
3,118
3,092
2,958
2,802
2,700
2,802
3,043
3,197
3,795
4,517
12 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
Pension funds 47%
Fund of funds 9%
Insurance companies 5%
Corporate investors 6%
Government agencies 7%
CapMan 4%
Trusts 4%
Family offices & private individuals 1%
Others 17%
Ownership in CapMan Plc Limited partnership
in funds
Shareholders per type
Finnish Private Individuals 50%
Other 28%
Finnish Institutional Owners 16%
Foreign Institutional Owners 2%
Anonymous ownership 4%
STRATEGY
CapMan Group operations
CapMan Group:
160 employees
6 offices
SHAREHOLDERS
LIMITED PARTNERS
(fund investors)
FUNDS
Fair value
changes & returns
Fund management
responsibility
Management fees
Carried interest
Services
Service fees
Reporting & analytics
customers
Procurement service
members
20
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
The CapMan Group is comprised of CapMan Plc and its subsidiaries and associated companies. The subsidiaries act as fund management and/or advisory companies for the Group’s funds that in
turn make direct investments in portfolio companies or in real estate assets, or as investment companies. Investors in CapMan’s funds are predominantly institutional investors.
A total of 13,000 employees
in portfolio companies
A total of 1,300,000 m
2
in
lettable area
13 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
2017–2021 CAGR:
17%
2017–2021 AVERAGE:
14%
2017–2021 AVERAGE:
57%
2017–2021 AVERAGE:
13 cents per share
Distribution has grown
every year since 2012
STRATEGY
Long-term financial objectives
Growth of the Management
Company and Services
business
1
Average annual growth objective
>10%
2021:
19%
Return on equity
Average annual growth objective
>20%
2021:
29%
Equity ratio
Average annual growth objective
>60%
2021:
53%
Dividend distribution
objective
The company’s objective is to pay an
annually increasing dividend
to its shareholders.
2021:
15
cents per share
1
Management Company & Service business excluding carry
2
Average calculated as average return divided by average equity
3
Average calculated as the average of annual ratios
60
50
40
30
20
10
0
2017 2018 2019 20212020
TYÖNUMERO 15b
Equity ratio, %
60.0
58.7
59.9
53.3
51.9
30
25
20
15
10
5
0
TYÖNUMERO 14b
2017 2018 2019 20212020
Comparable ROI and ROE, %
Comparable Return on Equity (ROE)
Comparable Return on Investment (ROI)
14.5
6.8
12.4
6.7
13.5
16.0
21.2
29.4
6.3
5.2
50
40
30
20
10
0
2017 2018 2019 20212020
TYÖNUMERO 16b
Fees from Management Company
business and Services, M€
26.2
31.9
41.6
49.4
41.4
TYÖNUMERO 13b
2017 2018 2019 20212020
Comparable earnings/share and
dividend/share
4
, €
Comparable earnings/share
Dividend/share
0.13
0.05
0.11
0.12
0.12
0.13
0.21
0.03
0.15
0.14
0.25
0.20
0.15
0.10
0.05
0.00
*
CapMan’s objective is to distribute an annually
growing dividend to its shareholders. The Board
of Directors propose that a total distribution of
EUR 0.15/share to be paid for 2021.
Financial objectives and figures exclude items affecting
comparability.
4
CapMan’s objective is to distribute an annually growing dividend
to its shareholders. The Board of Directors proposes that a total
distribution of EUR 0.15/
share to be paid for 2021.
14 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
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 proper-
ties in the most liquid Nordic markets where an asset can
be enhanced by active rental and cost management, invest-
ments 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 close to 60
committed real estate investment professionals. CapMan’s real
estate funds hold approx. 50 assets comprising 150 individual
properties.
Team size: 55
Team location: Finland, Sweden, Denmark, Norway, United
Kingdom
Investment focus: Finland, Sweden, Denmark, Norway
Value-add strategy
• Funds: 3
• AUM: €1,070 million
Income-focused strategy
*
• Funds and mandates: 5
• AUM: €1,910 million
*Including hotel 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 ten infrastructure
professionals is based in Helsinki and Stockholm. The first fund
by CapMan Infra was established in 2018. In addition to the
fund, the team also manages two investment mandates.
Team size: 10
Team location: Finland, Sweden
Investment focus: Finland, Sweden, Denmark, Norway
Funds
• Funds: 1
• AUM: €190 million
Mandates and other
• Mandates: 2
• AUM: €170 million
CapMan manages funds and
mandates investing in private
assets across investment areas.
15 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
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 com-
pany cultures and passionate 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 ten portfo-
lio companies.
Team size: 11
Team location: Finland, Sweden
Investment focus: Finland, Sweden
Funds: 4
AUM: €510 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 ambi-
tions. Through its funds, CapMan Growth can
provide capital for recruiting, M&A, interna-
tionalisation, and other growth initiatives. In
addition, the funds can acquire shares from
owners helping realize some value from their
business while maintaining control. The funds
managed by CapMan Growth have invested in
17 companies.
Team size: 8
Team location: Finland, Sweden
Investment focus: Finland
Funds: 2
AUM: €140 million
CapMan Special
Situations pursues
event-driven invest-
ment situations by
providing flexible capital solutions and strong
operational capability to deliver step-change
performance improvements. The team spe-
cializes in demanding strategic and opera-
tional turnarounds, financial 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 CapMan’s newest invest-
ment strategy that was launched in 2020.
Team size: 4
Team location: Finland
Investment focus: Finland
Funds: 1
AUM: €53 million
CapMan’s Credit’s
investment activi-
ties are managed
by Nest Capital, an
independent partnership of CapMan Group.
Nest Capital provides private debt, mainly in
the form of senior and subordinated loans, to
small and medium-sized companies across
the Nordic countries. Nest Capital has raised
three funds with total commitments of c.
€300 million.
Team size: 4
Team location: Sweden
Investment focus: Finland, Sweden, Denmark,
Norway
Funds: 2
AUM: €150 million
PRIVATE EQUITY AND CREDIT
16 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
16 • CAPMAN VUOSIKERTOMUS 2021 • GROUP
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 program that
invests in private equity.
Team size: 12
Team location: Finland, Sweden
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
companies achieving significant savings and benefits. Each
year, nearly 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: 11
Team location: Finland, Sweden, Estonia, Latvia, Lithuania
JAY Solutions is a tech-
nology driven forerunner
in analytics and reporting
services that also offer securities management to its custom-
ers. The J-Ray platform visualises a portfolio’s wealth at any
given moment and provides clients with an objective, reliable
and up-to-date view of their entire wealth, regardless of asset
location and type.
Team size: 22
Team location: Finland
CapMan serves actors in the financial industry that want to simplify
and improve their client reporting and analytics, as well as growing
companies that want to make their procurement more effective.
17 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
GROUP FUNCTIONS:
GROUP MANAGEMENT FINANCE LEGAL AND COMPLIANCE BACK OFFICE ESG FUND IR HR COMMUNICATIONS IT
BUSINESS
Overview of strategies and functions
Management company business
Service
business
Investment
business
CAPMAN
WEALTH
SERVICES
Wealth advisory
service
PRIVATE EQUITY AND CREDIT REAL ESTATE
INFRA
STRUCTURE
WEALTH
SERVICES
BUYOUT
Nordic pioneer
in majority
investments
GROWTH
Significant
minority
investor
VALUE ADD
Active
value-add
manager
RESIDENTIAL
Stable rental
returns from
Nordic growth
centres
FUNDS
Nordic mid-market
infrastructure
investor
CaPS
Procurement
service
INVESTMENTS
Investments
from
balance sheet
SPECIAL
SITUATIONS
Investor pursuing
event-driven
investment
situations
CREDIT
Mezzanine in the
Nordics
HOTELS
Stable long-term
income from
Nordic hotels with
strong operators
INCOME
Light industrial and
other commercial
properties with
attractive income
profile
MANDATES
Tailored
structures and
individual assets
JAY
SOLUTIONS
Reporting &
analytics service
CAPMAN
WEALTH
SERVICES
Wealth advisory
service
18 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
PERSONNEL
Results are created together
People strategy themes
Our people strategy is based on four themes rooted in our
values. These themes define how we work, collaborate, and
pursue our goals. We aim to be an inspiring workplace where
our employees are dedicated and that motivates them to do
their best. We foster a culture where high professionalism and
low hierarchy unite. We acknowledge that all success is based
on good leadership and support our employees as they develop
as leaders. We aim to attract, engage, and retain top perform-
ers and promote a healthy and motivating work environment
while seeking to offer competitive, rewarding, and fair total
remuneration.
Throughout 2021 the pandemic and remote work challenged
us like many other companies, especially in terms of creating a
sense of community. During the year, we focused on the special
characteristics of our company culture and are happy that
many of our employees have quickly found agile and creative
ways of sharing information and building team spirit, despite
face-to-face meetings being restricted.
Home of
Top Performers
Active
Leadership
One
CapMan Family
Effective
Remuneration
CAPMAN PEOPLE STRATEGY THEMES
161
CAPMANIANS*
10%
GROWTH OF PERSONNEL* IN 2021
*Based on the FTE number, which describes the full-time equivalent number of employees.
19 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
Diversity at CapMan
In a multidimensional world, diverse skills and backgrounds
are a strength. CapManians are professionals of different ages,
who represent different nationalities, educational backgrounds
and career paths. Diverse backgrounds and experiences expand
perspectives in teams and create new solutions. Research
also shows that diversity affects organisational innovation and
performance positively. When recruiting, we aim to consider dif-
ferent backgrounds and strengths while challenging our ideas
of ideal candidates, to utilise the whole competence potential
to its best extent. Discussions regarding personnel diversity
and creating a strategy for its development, are taking place
throughout the organisation and also on leadership team level.
Managers are aware of the importance of the subject. Our goal
is to increase diversity, especially on a decision- making level.
Leadership at CapMan
We believe all success is based on good leadership. To us, good
leadership equals leadership that is based on honesty, fairness,
high ethics and trust. We value the entrepreneurial way of work
where everyone is a leader and does their best, uses their talent
for development, and takes ownership.
Our leadership style is guided by ”CapMan Way of Leader-
ship”, a four-step leadership model that we have developed
in co-operation with our employees and leadership. It defines
the principles of CapMan leadership and is applied broadly
to manager roles, team leadership and even self-leadership.
Regular trainings are held to support employees in developing
their leadership skills and help build a unified leadership cul-
ture on the company level.
TYÖNUMERO 7
CapMan –
All employees
Women 39%
Men 61%
TYÖNUMERO 10
CapManians –
By geography
Finland 76%
Sweden 15%
Denmark 4%
UK 3%
Luxembourg 1%
Norway 1%
TYÖNUMERO 11
CapManians –
By age
–25yr 7%
26–35yr 37%
36–45yr 37%
46–55yr 12%
Over 55yr 6%
TYÖNUMERO 9
CapManians –
Investment professionals
Women 20%
Men 80%
MEN
9
FAMILY
LEAVES
WOMEN
6
FAMILY
LEAVES
Family leaves held in 2021
20 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
Trainings to new managers
In 2021 CapMan offered new managers
trainings in online form. The trainings were
carried out in groups where managers from
different parts of the organisation acquainted
themselves in the leadership principles and
best practices together with their colleagues.
This supported networking and information
sharing across teams and worked to prevent
organisation-wide silos.
Manager briefs
Throughout the year, managers were provid-
ed with opportunities to see each other and
share information in manager brief events.
The briefs were organised online by HR. In
2021 all-together 10 such briefs took place.
The manager briefs were a popular way for
managers to stay up to date and they also
offered a forum for common discussions.
Pandemic effects and key takeaways
Remote and hybrid work models
In 2021 remote work was recommended broadly to all CapMan
employees. Still all offices were kept open and office work has
been possible considering health and safety guidelines. We have
continuously followed up on the development of the pandemic
situation and considered local health and safety guidelines.
Group policies have been adjusted on country-level as needed.
In the fall we incorporated a hybrid work model which enables
employees to work at home and at the office considering team
needs and the pandemic situation.
Employee surveys
In 2021 we performed two surveys aiming to survey the well-be-
ing of our employees as well as their attitudes and preferences
towards office and remote work. Based on the responses, we see
that hybrid work is here to stay, while office work with real en-
counters amongst colleagues is also experienced as very valuable
and motivating. CapManians value each other’s expertise broadly
and face-to-face meetings have been missed during the pandem-
ic. As a whole, work well-being and the balance between work and
free time are on a relatively good level at CapMan.
Negotiation and presentation skills
In spring 2021, CapMan launched a negotia-
tion & presentation skills training programme.
The programme, targeted to employees with
roles in investment and commercial negoti-
ations, aims to develop negotiations skills,
selling and presenting. In 2021 two groups
performed the training. A third training is
planned for 2022.
Project management trainings
CapMan launched its project management
trainings in fall 2021 when two groups
performed the trainings. The goal of the
trainings was to improve project leadership
skills amongst CapManians, have discussions
about different styles of project work and
create a better understanding of the project
management tools available. The next training
is planned for spring 2022.
Fostering our culture
In 2021 several internal events that aimed
to increase communication and networking
possibilities were held at CapMan. The ”Friday
Academy” -events are an example of a concept
where different teams present their opera-
tions or share a case example, to the whole
company. The annual CapMan Day, where
the whole company comes together around
common themes, was held earlier in the fall as
a live event, which received plenty of positive
feedback from employees.
We value the
entrepreneurial way of
work where everyone is
a leader and does their
best, uses their talent
for development, and
takes ownership.
Continuous learning and development
21 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
SUSTAINABILITY
ESG strategy and commitments
We build a sustainable tomorrow
through active ownership
CapMan strives to be a positive force in society and a role mod-
el for our investors and portfolio companies. Having a positive
impact on our stakeholders is the essence of being sustainable.
We see that as a Nordic active and significant owner, we are
ideally positioned to drive the change towards well-governed,
environmentally and socially sustainable businesses and assets.
We steer our investments towards clear sustainability targets
and are actively looking to invest in opportunities that mitigate
societal and environmental challenges.
At CapMan, we can make a positive impact through our ability
to influence decision-making and activities across the CapMan
Group and the funds’ portfolio companies and assets. We
strive to lead by example for the entire ecosystem consisting
of our funds, their portfolio companies and assets as well as
value chains. For us as a private assets manager and investor,
sustainability is about helping our portfolio become more
sustainable. We make the most significant impact through the
companies and properties that we own.
Together, we build value for the
enrichment of society
During 2021, CapMan has invested significantly into strength-
ening and developing ESG throughout our organisation. We
hired the first dedicated ESG Director to update our ESG efforts
and ensure that CapMan is at the forefront of creating a sus-
tainable future through our portfolio companies and properties.
To this end, we are creating a new ESG strategy, where we are
moving from data collection and reporting on ESG metrics
to also creating and making public our real impact through
our portfolio companies and property investments. In order
to be successful in this regard, we are setting ambitious ESG
improvement targets throughout our operations.
We are also working on solidifying our foundation. We are
updating and streamlining the ESG data collection from all
portfolio companies and properties in order to provide our
fund investors with improved transparency on the sustainability
metrics of their portfolio. In addition, we are updating our ESG
processes throughout the organisation and seek to provide ESG
training for all employees.
Governance
• We are diverse, transparent & accountable for our
actions
Social
• We create strong and equitable businesses & provide
meaningful work
Environment
• We drive climate action based in science & promote
life cycle stewardship
For us as a private assets manager and investor, sustainability is
about helping our portfolio become more sustainable.
Three focus areas for the sustainability
strategy
CapMan’s sustainability strategy is built around three tracks
that define our approach and focus within each area.
Within these three tracks, we have identified the areas that have
the largest societal impact and that we want to pursue across
our investments. We also monitor other relevant areas for
particular portfolio companies or real estate in terms of their
sustainability work. We help our portfolio companies develop in
a sustainable way.
22 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
Climate action based in science
Regarding climate, our target is to commit to and set Science-
Based Targets (SBT) and from there commit to net-zero
emissions. By doing so, we align our business with the Paris
Agreement, a treaty with the goal of limiting the rise in global
temperatures to preferably 1.5 degrees. This commitment puts
our investments on a path towards net-zero by linking the green-
house gas (GHG) emission reduction plan to the latest climate
science. Setting SBT and getting them validated by the SBT initi-
ative is considered best practice. By driving this initiative, we help
our portfolio and ultimately our stakeholders transition towards a
carbon-neutral society through positioning our portfolio compa-
nies and assets on a path towards net-zero GHG emissions.
Longer-term, we are looking into how to systematically include
life cycle analysis throughout CapMan and our portfolio
companies and properties and to adopt a circular economy ap-
proach. This will promote the use of resources in our activities
effectively and for as long as possible, ultimately saving both
scarce resources as well as operational inputs. By introducing
and incentivizing a systematic approach to recycling, reusing
and sharing, we can utilise economies of scale to drive change.
Fair and equitable work environments
At CapMan, we want to be part of building companies to be
proud of, that employees are proud to work at and that custom-
ers want to frequent and promote, as well as real estate that
attracts tenants. We believe that this makes the companies and
properties more valuable–not only for us but for future owners
and the community as well. To this end, we monitor employee
satisfaction. As a Nordic company investing in the Nordics, we
are relatively well-positioned in terms of labour and human
rights legislation and standards. To solidify our approach and
protect workers, we seek to ensure that all new companies have
set Human & Labour Rights policies and processes within a
year of acquisition.
Transparent, inclusive and accountable
decision-making
Creating a diverse and inclusive business is a way to ensure
that we broaden our competence and that we, in addition to our
portfolio companies, do not miss out on valuable opportuni-
ties. Different backgrounds contribute to more diverse insights
around aspirations and priorities to be considered. It makes
more voices in the organisation heard. We focus especially on
diversity within decision-makers both at CapMan and in our
portfolio companies, and in the adequacy of training and devel-
opment opportunities throughout the CapMan organisation.
We also seek to integrate sustainability targets into executive
remuneration for all companies where CapMan has board rep-
resentation within a year of acquisition. This strongly aligns the
incentives of decision makers with sustainability targets and
ensures actions that prioritise ESG matters, which ultimately
leads to the achievement of Group level sustainability targets
CapMan’s sustainability targets
We outline sustainability targets for CapMan Group as well as for
the funds managed by CapMan investing in portfolio companies
and properties. These annual targets are the tools we use to en-
sure that we meet our commitment to build value for the enrich-
ment of society. Please see our targets for 2022 on the next page.
We are in the process of establishing long-term ESG targets. For
Real Estate, the targets beyond the commitment to the Science
Based Targets initiative will be finalised during the spring.
What is the Science Based
Targets initiative?
The Science Based Targets initiative (SBTi)
is a collaboration between CDP, the United
Nations Global Compact, World Resources
Institute and the World Wide Fund for Nature.
The SBTi drives ambitious climate action in
the private sector by enabling companies
to set science-based emissions reduction
targets. SBTs how companies how much and
how quickly they need to reduce their green-
house gas (GHG) emissions to prevent the
worst effects of climate change. The initiative
mobilizes industry leaders and companies to
set net-zero targets in line with curbing global
warming to 1.5 °C on average, which is widely
recognised as the limit at which the effects on
climate are still sustainable.
35
COMPANIES WITH
13,000
EMPLOYEES
IN AGGREGATE
1,300,000
SQM OF REAL ESTATE WITH
6,300
TENANTS
IN AGGREGATE
Our handprint
23 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
SUSTAINABILITY
CapMan’s sustainability targets for 2022
CapMan Group CapMan Private Equity & Infra CapMan Real Estate
Governance – Executive level
diversity & accountability
• 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
Governance – Executive level
diversity & accountability
• Appoint max 70% of any gender to boards &
management teams
• Sustainability objectives integrated into
executive remuneration in all new majority
owned companies within a year of acquisition
Governance – Increased transparency
• GRESB reporting for the following funds:
CMNRE II, CMNRE III, CMNPI, CMHRE and
CMRF
Social – Employee satisfaction
• Employee satisfaction eNPS survey above 40
• Create policy & process for diversity &
inclusion
Social – Employee satisfaction
• Employee satisfaction survey above 3,5 out
of 5 for all companies
• Metric to follow: Job creation
Social – Tenant engagement
• Yearly tenant engagement on social and
environmental matters with focus on
commercial tenants
• Improve tenant satisfaction
Environment – Science-Based
Targets & net-zero commitment
• Commit to 1.5-degree SBT, followed by a
net-zero commitment
Environment – Science-Based
Targets & net-zero commitment
• Commit to 1.5-degree SBT, followed by a
net-zero commitment
Environment – Science-Based
Targets, net-zero commitment, green
leases & water consumption
• Commit to 1,5-degree SBT, followed by
a net-zero commitment
• Increase nr of Sustainable Building Certifications
• Increase nr of green leases (for new larger leases)
• Reduce water consumption
24 • CAPMAN ANNUAL REPORT 2021 • GROUP
Corporate
Governance
Report of the
Board of Directors
Financial
Statements
Group
CAPMAN PLC
Corporate Governance Statement 2021
CapMan Plc (“CapMan”) complies with the
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 State-
ment (the “Statement”) has been prepared
in compliance with the Code’s Corporate
Governance reporting guidelines, it has been
reviewed by the Audit Committee of Cap-
Man’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 web-
site 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 limited liability com-
pany 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 Cap-
Man is held by the General Meeting of the
shareholders. Among other things, the Gen-
eral Meeting adopts the financial statements,
decides on distribution of assets based on the
proposal of the Board of Directors, elects the
members of the Board of Directors and the
auditor, decides on the discharge from liability
and on amendments to the Articles of Associ-
ation. The notice to the General Meeting, the
documents to be presented and the proposals
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 2021, CapMan’s annual general meeting
was held on 17 March in Helsinki. In order to
curb the spread of the Covid-19 pandemic,
the General Meeting was organized without
shareholders’ and their proxy representa-
tives’ 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 84 shareholders
representing approximately 26 % 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
of Directors to the General Meeting. The AGM
also adopted a Charter for the Nomination
Board. The Shareholders’ Nomination Board
shall serve until further notice. The term of
office of the members of the Shareholders’
Nomination Board expires annually after the
new Shareholders’ Nomination Board has
been nominated.
The Shareholders’ Nomination Board
consists of representatives nominated by the
four largest shareholders of the company
and the Chairman of CapMan Plc’s Board of
Directors, serving as an expert member. As an
expert member, the Chairman of the Board of
Directors 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 2021: 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 Directors of CapMan Plc, served
as the expert member on the Shareholders’
Nomination Board.
The Nomination Board convened twice in
2021. The Nomination Board conducted an
evaluation of the Board work, discussed, in
particular the size, composition and diversity
of the Board of Directors 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 25 January 2021. 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/
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
25 • CAPMAN ANNUAL REPORT 2021 • CORPORATE GOVERNANCE
Report of the
Board of Directors
Financial
Statements
Group
Corporate
Governance
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 Gen-
eral Meeting at which they were elected and
ends at the close of the Annual General Meet-
ing following their election. The Board elects a
Chairman and a Vice Chairman from among
its members. The Shareholders’ Nomination
Board makes the proposals on the com-
position of the Board of Directors and the
remuneration for the Board and Committee
Members to the Annual General Meeting. The
Shareholders’ Nomination Board’s proposals
are typically 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 17
March 2021 elected seven members to the
Board of Directors. Ms. Catarina Fagerholm,
Mr. Eero Heliövaara, Ms. Mammu Kaario,
Mr. Olli Liitola, Mr. Johan Hammarén and Mr.
Andreas Tallberg were re-elected to the Board.
Mr. Johan Bygge was elected to the Board of
Directors as a new member. At its organizing
meeting on 17 March 2021, 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 27.
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
in an international operating environment.
The company considers that the composi-
tion of its Board is in its current form suffi-
ciently aligned with the objectives set for the
diversity of the Board composition. In 2021
both genders were represented in the Board
(29 % female, 71 % male), the members
were between 52 and 65 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 independ-
ent of the company. At least two of the mem-
bers 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 organizing meeting on 17 March 2021.
According to the assessment Johan Bygge,
Catarina Fagerholm, Eero Heliövaara, Mammu
Kaario, Olli Liitola and Andreas Tallberg were
independent of both the company and its sig-
nificant shareholders. Johan Hammarén was
non-independent 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 27.
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 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 exceeding EUR 5
million and direct investments exceeding
EUR 5 million
•
to decide on any 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 of the group
complies with relevant rules and regula-
tions
•
to approve the principles of corporate gov-
ernance, internal control, risk management
and other essential policies and practices
•
to decide on the CEO’s remuneration and
on the remuneration policy to be followed
for other executives and CapMan’s key
employees
•
to confirm the central duties and operating
principles of the Board committees
The Chairman of the Board ensures and mon-
itors 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 2021
In 2021, the Board of Directors met eight
times. The Board had seven meetings in the
composition as elected by the 2021 AGM and
one meeting in the composition as elected by
the 2020 AGM.
The table on page 27 presents Board
members’ attendance at the meetings in
2021.
26 • CAPMAN ANNUAL REPORT 2021 • CORPORATE GOVERNANCE
Report of the
Board of Directors
Financial
Statements
Group
Corporate
Governance
Board of Directors in 2021
Name Personal information
Shares and
share-based rights
as of 31 Dec 2021
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
804,530 8/8
Remuneration
Committee:
3/3
Nomination
Board:
2/2
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 7/7
Audit committee:
4/4
Catarina
Fagerholm
Member of the board since 2018
Born: 1963
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:
3/3
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
92,000 8/8
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
Independent of the company and significant shareholders
2,150,000 8/8
Peter
Ramsay**
Member of the Board since 2019
Born: 1967
Education: M. Sc. (Econ.)
Main occupation during Board service: CFO and chief investment director of Veikko
Laine Group
Member of the Audit Committee
Independent of the company and significant Shareholders
10,000 1/1
Audit Committee:
1/1
* Elected as a new member at the AGM held on 17 March 2021
** A member of the Board of Directors until the AGM held on 17 March 2021
27 • CAPMAN ANNUAL REPORT 2021 • CORPORATE GOVERNANCE
Report of the
Board of Directors
Financial
Statements
Group
Corporate
Governance
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 organizing 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 Board. The Chairs of
the committees report to the following Board
meeting on the topics discussed in the com-
mittee 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 deci-
sion-making power, but the Board makes the
decisions within its competence collectively.
In its organizing meeting held on 17 March
2021, CapMan’s Board of Directors estab-
lished 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
•
supervising 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-
ment 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 organizing meeting on 17
March 2021 elected Mammu Kaario (chair-
man), Catarina Fagerholm and Johan Bygge
as members of the Audit Committee. In 2021,
the Committee met five times. The table on
page 27 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 and
appointment of the CEO and the rest of the
management team as well as the remuner-
ation 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 appointment and remuneration
•
company management team’s remuner-
ation principles generally and individual
situations as required
•
company’s overall principles for total com-
pensation structure.
The Committee further contributed to:
•
securing the objectivity and transparency
of the decision-making regarding remuner-
ation issues in the company
•
the systematic alignment of remuneration
principles and practice with company strat-
egy and its long-term and short-term goals
•
the appointment of the management team
of the company.
In addition to the abovementioned tasks,
the Remuneration Committee prepared the
company’s Remuneration Policy and Remu-
neration Report for governing bodies.
The Board has in its organizing meeting
on 17 March 2021 elected Andreas Tallberg
(Chairman), Catarina Fagerholm and Eero
Heliövaara as members of the Remuneration
Committee. The Committee convened three
times in 2021. The table on page 27 presents
the Committee 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 2021, 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 CEO’s service terms and conditions
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 Chairman of the Board.
28 • CAPMAN ANNUAL REPORT 2021 • CORPORATE GOVERNANCE
Report of the
Board of Directors
Financial
Statements
Group
Corporate
Governance
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.
CapMan’s internal control and risk man-
agement concerning financial reporting are
designed to provide, among other things,
reasonable assurance concerning the relia-
bility, comprehensiveness and timeliness of
the financial reporting and the preparation of
financial statements in accordance with appli-
cable 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,
Denmark, 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.
Management Group in 2021
Name Responsibilities Personal information
Shares and share-based
rights on 31 Dec 2021
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: 140,940
Niko Haavisto
CFO Born: 1972
Education: M. Sc. (Business)
Shares: 399,510
Heidi Sulin
from 11/2021
COO Born: 1979
Education: LL.M.
Shares: 35,000
Christian Borgström
Head of CapMan Wealth Services Born: 1971
Education: M.Sc. (Econ.)
Shares: 843,000
Antti Kummu
from 08/2021
Head of CapMan Growth Equity Born: 1976
Education: M.Sc. (Econ.), CFA
Shares: 18,206
Pia Kåll
Head of CapMan Buyout Born: 1980
Education: M.Sc. (Tech.)
Shares: 100,200
Maximilian Marschan
Head of CaPS Born: 1974
Education: M.Sc. (Econ.)
Shares:134,700
Mika Matikainen
Head of CapMan Real Estate Born: 1975
Education: M. Sc. (Econ), M.Soc.Sc
Shares: 113,850
Juha Mikkola
until 08/2021
Head of CapMan Growth Equity Born: 1961
Education: M.Sc. (Econ.)
Shares: 212,213
Ville Poukka
Head of CapMan Infra Born: 1981
Education: M.Sc. (Econ)
Shares: 131,466
Mari Simula
Head of Fund Investor Relations Born: 1982
Education: M.Sc. (Tech.)
Shares: 277,392
*
In addition, Joakim Frimodig’s holding company Boldhold Oy is a minority owner in Silvertärnan Ab, which owns 10.36% of all shares in CapMan Plc
7 Management Group
The main tasks of the Management Group
consist of
(i) coordination of team strategy, fundrais-
ing, resources as well as marketing and
brand issues,
(ii) implementation of decisions by the Board
and the CEO/ Management Group,
(iii) giving input by providing information for
the decision-making and participating in
discussion, and
(iv) spreading information within the teams 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 Man-
agement Group and of the companies over
which they exercise control at the end of the
financial year of 2021 are presented in the
table below.
29 • CAPMAN ANNUAL REPORT 2021 • CORPORATE GOVERNANCE
Report of the
Board of Directors
Financial
Statements
Group
Corporate
Governance
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 quarter-
ly to the group accounting to be entered into
the group reporting system for consolidation.
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 re-
viewing the figures. The consolidated accounts
of CapMan are prepared in compliance 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 responsi-
ble for the implementation of internal control
and risk management processes and for
ascertaining their operational effectiveness.
The management is also responsible for ensur-
ing 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 CFO 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 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 identi-
fied risks on the strategy are evaluated. The
objectives and responsibilities of the risk
management process as well as the deter-
mination of the risk-appetite were updated
during 2021.
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
management group. All external communica-
tions are carried out in accordance with the
group disclosure policy, which is available on
the company’s website: https://www.capman.
com/shareholders/statements-policies/disclo-
sure/
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 monitoring team, which is independent
of 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.
30 • CAPMAN ANNUAL REPORT 2021 • CORPORATE GOVERNANCE
Report of the
Board of Directors
Financial
Statements
Group
Corporate
Governance
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.
10 Other information
10.1 Procedures related to insider
administration
CapMan complies with the Market Abuse Regu-
lation’s (“MAR”, 596/2014) rules on manag-
ers’ transactions and insider management and
the guidelines for insiders issued by Nasdaq
Helsinki. In addition, CapMan has its own inter-
nal policy regarding insider management. The
Group’s Compliance Officer 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 of 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 of Directors and the Management
Group (including the CEO) as managers de-
fined 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 transac-
tion which has been executed by a Manager
or his/her closely associated 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 annual-
ly 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 described
above) or employees who receive financial
information related to CapMan Plc are not
permitted to trade in financial instruments
issued by CapMan 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. Cap-
Man’s Managers and employees have been
instructed 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
Compliance Officer before trading in financial
instruments issued by CapMan.
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 administration
and the legal function as part of the compa-
ny’s customary reporting and control process-
es 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 are published as
stock exchange releases, in accordance with
applicable rules and regulations.
10.3 Audit fees
Ernst & Young Oy, authorised public account-
ants, acted as auditor of the company in
2021. Ms. Ulla Nykky, APA, acted as the lead
auditor. The audit fees paid to the auditor
amounted to 293,000 euros (283,000 euros
2020) and the fees related to other non-audit
services amounted to 10,000 euros (28,000
in 2020).
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.
2 February 2022
CAPMAN Plc
Board of Directors
31 • CAPMAN ANNUAL REPORT 2021 • CORPORATE GOVERNANCE
Report of the
Board of Directors
Financial
Statements
Group
Corporate
Governance
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 2021):
804,530 shares
Main Occupation: CEO at Oy G.W. Sohlberg AB
Key Board Memberships:
CapMan Plc (Chair, 2017-)
Nissala Oy (Chair)
Mehiläinen (Chair)
Realia 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.
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 2021):
38,071 shares
Main occupation: Board professional
Key Board memberships:
CapMan Plc (Deputy Chair, 2017-)
Ponsse Oyj
Aspo Oyj
Robit 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 2021):
28,500 shares
Main occupation: Board professional
Key board memberships:
CapMan Plc (Member, 2021-)
Guard Therapeutics (Chair, 2021-)
Scandi Standard (Chair, 2021-)
Praktikertjänst (Member, 2021-)
Getinge AB (Member, 2007- )
AP3, Swedish National Pension fund (Member,
2019- )
Nobina AB (Chair, 2020- )
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.
32 • CAPMAN ANNUAL REPORT 2021 • BOARD OF DIRECTORS
Report of the
Board of Directors
Financial
Statements
Group
Corporate
Governance
Olli Liitola
Member of the board
Born: 1957
Independence: Independent board member
Education: M.Sc. (Eng.)
Holdings in CapMan Plc (31 December 2021):
2,150,000 shares
Main occupation: Board professional
Key board memberships:
CapMan Plc (2019- )
Harvia Group Oyj (Chair)
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 acted as Chairman of the Board at
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 2021): –
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.
Eero Heliövaara
Member of the board
Born: 1956
Independence: Independent board member
Board Committees: Remuneration Committee
(Member)
Education: M.Sc. (Eng.), M.Sc. (Business Admin.)
Holdings in CapMan Plc (31 December 2021):
92,000 shares
Main Occupation: Board professional
Key Board Memberships:
CapMan Plc (2018- )
Sitowise Oy (Chair)
YIT Oyj (Deputy Chair)
Finnish Foundation of Economic Education
Lympha Touch Ltd
Foundation of the Finnish Cancer Institute
Saastamoinen Foundation
Key employment history:
Eero Heliövaara was Director General in the Prime
Minister´s Office during 2013-2017. During 2010-2012
Heliövaara served as Board professional and angel
investor. He was President and CEO in SRV Group Plc
during 2006-2009. In 2001-2005 he was President
and CEO of Pohjola Group Plc. In 1998-2001 he was
Executive Vice President and Chief Investment Officer
in Mutual Pension Insurance Company Ilmarinen.
He worked as Managing Director of Merita Asset
Management Ltd during 1996-1998 and as First
Vice President in Merita Pankki, Private Banking in
1994-1996. During 1991-1994 Heliövaara served as
Managing Director of Union Bank of Luxembourg
International S.A. In 1987-1991, he served as Managing
Director of Arctos Capital Ltd, Financial Director of
Spontel Ltd in 1985-1987 and as Financial Analyst in
Industrialisation Fund of Finland Ltd during 1982-1985.
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 2021):
73,011 shares
Main Occupation: Board professional
Key Board Memberships:
CapMan Plc (2018- )
Attendo AB (publ)
Restel Oy
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
and audit committee 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.
33 • CAPMAN ANNUAL REPORT 2021 • BOARD OF DIRECTORS
Report of the
Board of Directors
Financial
Statements
Group
Corporate
Governance
Joakim Frimodig
CEO
Education: BA, Oxon
At CapMan since: 2016
Holdings in CapMan Plc (31 December 2021):
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.
* In addition, Joakim Frimodig’s holding company
Boldhold Oy is a minority owner in Silvertärnan Ab,
which owns 10.36% of all shares in CapMan Plc
Anna Berglind
Head of People and Culture
Education: M.Sc. (Soc.), Certified Business Coach®
At CapMan since: 2018
Holdings in CapMan Plc (31 December 2021):
140,940 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
Group
Christian Borgström
Managing Partner, CapMan Wealth Services
Education: M.Sc. (Econ.)
At CapMan since: 2019
Holdings in CapMan Plc (31 December 2021):
843,000 shares
Christian Borgström is the Managing Partner of
CapMan Wealth Services. He has more than 25
years of working experience on financial markets
working with asset management as well as corporate
analysis tasks in Finland and abroad.
34 • CAPMAN ANNUAL REPORT 2021 • MANAGEMENT GROUP
Report of the
Board of Directors
Financial
Statements
Group
Corporate
Governance
Maximilian Marschan
Managing Partner, CaPS
Education: M.Sc. (Econ.)
At CapMan since: 2009
Holdings in CapMan Plc (31 December 2021):
134,700 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 has also
played football as a goalkeeper at the highest level
in Finland and he has competed in several Ironman
events.
Niko Haavisto
CFO
Education: M.Sc. (Business)
At CapMan since: 2010
Holdings in CapMan Plc (31 December 2021):
399,510 shares
Niko Haavisto has been CapMan’s CFO since
2010. Prior to joining CapMan he worked for
Oriola-KD Corporation as Director of Financial
Control and Planning. Before that he worked
as financial controller at GE Healthcare
Finland and as Authorised Public Auditor at
PricewaterhouseCoopers.
Pia Kåll
Managing Partner, CapMan Buyout
Education: M.Sc. (Eng.)
At CapMan since: 2016
Holdings in CapMan Plc (31 December 2021):
100,200 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.
Mika Matikainen
Managing Partner, CapMan Real Estate
Education: M.Sc. (Econ.), M.Sc. (Soc.)
At CapMan since: 2006
Holdings in CapMan Plc (31 December 2021):
113,850 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.
35 • CAPMAN ANNUAL REPORT 2021 • MANAGEMENT GROUP
Report of the
Board of Directors
Financial
Statements
Group
Corporate
Governance
Ville Poukka
Managing Partner, CapMan Infra
Education: M.Sc. (Econ.)
At CapMan since: 2017
Holdings in CapMan Plc (31 December 2021):
131,466 shares
Ville Poukka has more than 16 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 board member in Norled
and chairman of the board in Nydalen Energi.
Before CapMan Poukka worked at Danske Bank as
Managing Director and was responsible for Nordic
Energy and Infrastructure sector team in M&A
advisory.
Mari Simula
Head of Fund Investor Relations
Education: M.Sc. (Eng.)
At CapMan since: 2007
Holdings in CapMan Plc (31 December 2021):
277,392 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 2021):
35,000 shares
Heidi Sulin has been COO of CapMan and member
of the Management Group since November 2021.
Prior to joining CapMan she worked at Hartwall
Capital, where she was since 2016, most recently as
COO. She has previously worked as General Counsel
at CapMan.
Antti Kummu
Managing Partner, CapMan Growth
Education: M.Sc. (Econ.), CFA
At CapMan since: 2017
Holdings in CapMan Plc (31 December 2021):
18,206 shares
Antti has 20 years of experience in working with
successful growth companies. Before joining
CapMan in 2017, he has over 10 years of experience
in Private Equity at Tesi and earlier experience
in financing growth companies at Finnvera. In
addition, he has worked in operative roles in growth
companies as M&A director and as CFO.
36 • CAPMAN ANNUAL REPORT 2021 • MANAGEMENT GROUP
Report of the
Board of Directors
Financial
Statements
Group
Corporate
Governance
Report of the Board of Directors
Group turnover and result in 2021
CapMan Group’s turnover totalled MEUR 52,8 in the period
spanning 1 January–31 December 2021 (1 January–31 Decem-
ber 2020: MEUR 43.0). The 23 per cent increase in turnover
was mainly due to an increase in management fees and carried
interest compared to 2020.
Operating expenses were MEUR 42.1 (MEUR 35.1) in total.
Personnel expenses, including employer contributions, were
MEUR 30.6 (MEUR 23.9). The growth was mainly due to higher
earnings-based bonus accruals. The previous year included cost
savings measures undertaken due to the exceptional pandemic
situation in total of MEUR 1.5. Depreciations and amortisations
were MEUR 1.5 (MEUR 1.5). Other operating expenses amount-
ed to MEUR 10.0 (MEUR 9.7).
Fair value changes of investments were MEUR +33.9 in 2021
(MEUR +4.4). The fair value change was positive across all
investment strategies. Net cash flow from investments booked
at fair value generated by exits was MEUR 17.5 (MEUR 17.7).
Fund investments have developed favourably and funds have
completed several exits, which is reflected as a positive fair
value change. Funds also have several investments from which
they are ready to exit or where an exit has already been agreed,
which has increased fair values. During 2020, fair values
increased significantly more moderately mainly following the
outbreak of the Covid-19 pandemic.
The Group’s operating profit was MEUR 44.6 (MEUR 12.3)
following strongly positive fair value changes, turnover growth
and controlled cost base development.
Financial income and expenses amounted to MEUR -4.0
(MEUR -3.1). Financial expenses increased due to the issuance
of a senior bond in December 2020. Profit before taxes was
MEUR 40.6 (MEUR 9.2) and profit after taxes was MEUR 35.4
(MEUR 6.3).
Diluted earnings per share were 21.4 cents (3.3 cents).
Turnover and results per quarter and turnover, operating
profit and results per segment 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 2021 totalled MEUR 43.6 (MEUR 33.7). The 29 per cent
increase was mainly due to an increase in management fees
and carried interest from 2020.
Management fees were MEUR 36.6 (MEUR 29.0), growth
was 26 per cent. Several new funds, among them Nest Capital
III, CapMan Special Situations, CapMan Nordic Real Estate III
and CapMan Residential funds, contributed favourably to man-
agement fees for the period. The new funds will have a positive
effect on management fees also in 2022.
Carried interest income for the financial year totalled MEUR
2.9 (MEUR 0.9) mainly from the CapMan Mezzanine V fund.
The fund was terminated in 2021.
Other Management Company fees, mainly from wealth ad-
visory services, were MEUR 4.2 (MEUR 3.9). CapMan includes
CapMan Wealth Services as part of the Management Compa-
ny business segment starting from January 2021 and 2020
figures have been restated accordingly.
Of the turnover, 91 per cent was based on long-term con-
tracts (96 per cent in 2020). The comparatively lower share
of turnover based on long-term contracts was due to a higher
share of carried interest in 2021.
Operating expenses of the Management Company business
amounted to MEUR 30.7 (MEUR 24.2). Operating profit of the
Management Company business was MEUR 13.2 (MEUR 9.5).
Service business
Turnover generated by Service business totalled MEUR 8.6
(MEUR 8.6). The steady development was due to growth in ser-
vice businesses and higher fees based on long-term contracts
combined with lower transaction-based fees compared to 2020.
All turnover during 2021 was based on long-term contracts
and grew by 28 per cent from turnover based on long-term
contracts in 2020 mainly due to strong growth of CaPS and JAY
Solutions. Starting from 2021, the Service business includes
CaPS and JAY Solutions, and the corresponding reporting seg-
ments for 2020 have been restated accordingly. The year 2020
also included a total of MEUR 1.8 of transaction-based fees
from the discontinued Scala Fund Advisory services.
Operating expenses of the Service business amounted to
MEUR 5.1 (MEUR 4.8). The operating profit of the Service busi-
ness was MEUR 4.2 (MEUR 4.6).
Investment business
Fair value of fund investments was MEUR 130.0 on 31 De-
cember 2021 (31 December 2020: MEUR 116.1). Fair value
changes of fund investments were MEUR +33.9 in 2021 (MEUR
+7.1), corresponding to a 26.9 per cent increase in value
(2020: 5.6 per cent). The fair value change was positive across
all investment strategies. Net cash flow from fund investments
booked at fair value generated by exits was MEUR 17.0 (MEUR
6.9). Fund investments have developed favourably and funds
have completed several exits, which is reflected as a positive
fair value change. Funds also have several investments ready
for exit or where an exit has already been agreed, which has
increased fair values. During 2020, fair values increased signif-
icantly more moderately mainly following the outbreak of the
Covid-19 pandemic.
CapMan invested a total of MEUR 20.9 in its funds in 2021
(MEUR 17.9). CapMan received distributions from funds totalling
MEUR 23.5 (MEUR 24.7). In addition, CapMan sold part of its
investments in its Infra fund and external funds for MEUR 14. The
amount of remaining commitments that have not yet been called
totalled MEUR 90.3 as at 31 December 2021 (31 December
37 • CAPMAN ANNUAL REPORT 2021 • REPORT OF THE BOARD OF DIRECTORS
Corporate
Governance
Financial
Statements
Group
Report of the
Board of Directors
2020: MEUR 109.1) and include commitments to CapMan’s
newest funds, among others. Commitments have decreased as
capital has been called to the funds. Total commitments also de-
creased due to commitments associated with the sold Infra fund
portions. 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.
The fair value of other long-term investments was MEUR 0.4
(MEUR 0.2). In 2020, the fair value change of other long-term
investments was MEUR -2.5.
CapMan realised the remainder of its market portfolio,
consisting of listed stocks, which had a minor positive effect on
results for 2021. The fair value of CapMan’s market portfolio was
MEUR 0.3 on 31 December 2020. Cash flow from the divestment
of the market portfolio was MEUR 0.6 in 2021 compared to
MEUR 10.8 in 2020.
In total, the change in fair value of investments was MEUR
+33.9 in 2021 (2020: MEUR +4.4). Operating profit for the
Investment business was MEUR 32.7 (MEUR 4.0).
Table 1: CapMan’s investments booked at
fair value as at 31 December 2021
Fair value 31 December 2021 (MEUR)
Fund investments 130.0
Other long-term investments 0.4
Total 130.4
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). Fair values of investments,
sensitivity analysis by investment area and remaining commit-
ments are presented in sections 28 and 31.
Balance sheet and financial position as
at 31 December 2021
CapMan’s balance sheet totalled MEUR 240.3 as at 31 De-
cember 2021 (31 December 2020: MEUR 218.8). Non-current
assets amounted to MEUR 159.8 (MEUR 146.4), of which
goodwill totalled MEUR 15.3 (MEUR 15.3).
As at 31 December 2021, fund investments booked at fair
value totalled MEUR 130.0 (MEUR 116.1 as at 31 December
2020).
Other financial assets booked at fair value were MEUR 0.4
(MEUR 0.2).
Long-term receivables amounted to MEUR 11.9 (MEUR
11.5).
Current assets amounted to MEUR 80.4 (MEUR 72.3). Finan-
cial assets booked at fair value, i.e. current investments, were
MEUR 0.0 (MEUR 0.3). Cash in hand and at banks amounted
to MEUR 65.2 (MEUR 58.0).
CapMan’s interest-bearing net debt amounted to MEUR
17.8 as at 31 December 2021 (MEUR 25.5). In 2021, CapMan
reduced the amount of its long-term credit facility from MEUR
40 to MEUR 20. CapMan’s total interest-bearing debt as at 31
December 2021 is outlined in Table 2.
Table 2: CapMan’s interest bearing debt
Debt amount
31 Dec 2021
(MEUR)
Matures
latest
Annual
interest (%)
Debt amount
31 Dec 2020
(MEUR)
Senior bond (issued in 2018) 31.5 Q2 2023 4.13% 31.5
Senior bond (issued in 2020) 50.0 Q4 2025 4.00% 50.0
Long-term credit facility (drawn/available) 0/20.0 Q3 2024 1.75 - 2.70% 0/40.0
CapMan Plc’s bonds and long-term credit facility include
financing covenants, which are conditional on the company’s eq-
uity ratio and net gearing ratio. CapMan honoured all covenants
as at 31 December 2021.
Trade and other payables totalled MEUR 16.7 on 31 Decem-
ber 2021 (31 December 2020: MEUR 11.1).
The Group’s cash flow from operations totalled MEUR +11.0
for the financial year 2021 (MEUR -11.9). The stronger cash flow
from operations compared to 2020 was due to a stronger result
for the year and the change in working capital, among others.
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
+19.2 (MEUR +17.5) and includes, among other things, invest-
ments and repaid capital received by the Group.
Cash flow before financing totalled MEUR +30.2 (MEUR +5.6)
and reflects the development in the Management Company
business, Service business and Investment business. Cash flow
from financing was
MEUR -23.0 (MEUR +8.8) and included the distribution of
dividends and equity repayment. In 2020, cash flow from financ-
ing also included the drawdown of the long-term credit facility
and the senior bond as well as the repayment of the senior bond.
Sustainability
Sustainability factors have a central position in CapMan’s fund
management and investment activities. During 2021, CapMan
has substantially increased its focus on sustainability. We have
38 • CAPMAN ANNUAL REPORT 2021 • REPORT OF THE BOARD OF DIRECTORS
Corporate
Governance
Financial
Statements
Group
Report of the
Board of Directors
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
16 March 2022 that a total of EUR 0.15 per share would be
paid to shareholders, equivalent of a total of MEUR 23.5, from
distributable funds for 2021. The distribution of funds would
be divided into 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 unrestrict-
ed equity fund, equivalent to a total of approx. MEUR 17.2.
CapMan’s distributable funds amounted to MEUR 56.9 on 31
December 2021. 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 2022
CapMan Group’s Financial Statements and the Report of the
Board of Directors for 2020 will be published as part of the
company’s Annual Report for 2021 in February 2022 during
week 8. CapMan Plc’s 2022 AGM will be held on Wednesday 16
March 2022 at 10:00 a.m. in Helsinki.
The Notice to the Annual General Meeting and other propos-
als of the Board of Directors to the Annual General Meeting are
published by 22 February 2022 at the latest.
Complete financial statements, as required under the terms
of the Finnish Companies Act, will be available on CapMan’s
website by 22 February 2022 the latest.
hired our first ESG Director responsible for the systematic
implementation of sustainability work in the Group. During the
year, we have established a new sustainability strategy for the
Group and set targets for both CapMan Plc and for our funds
under management.
CapMan has made an environmental commitment to set
Science Based Targets in line with a 1.5°C scenario. CapMan’s
social target relates to employee satisfaction. CapMan’s govern-
ance target relates to the diversity of CapMan Plc’s manage-
ment group, managerial positions and throughout the organisa-
tion, as well as the diversity of persons appointed by CapMan
to management teams and boards of portfolio companies.
In addition, we have engaged a data management platform
that enables us to follow up on developments on an asset and
fund level and support portfolio companies in establishing their
own sustainability strategy and targets. We will continue our
efforts in this area in 2022.
Capital under management as
at 31 December 2021
Capital 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
the hotels real estate fund. Capital under management is calcu-
lated based on the capital, which forms the basis for manage-
ment fees, and includes primarily equity without accounting for
the funds’ debt. Capital increases as fundraising for new funds
progresses or as investments are executed under investment
mandates and declines as exits are completed.
Capital under management was MEUR 4,517 as at 31 De-
cember 2021 (31 December 2020: MEUR 3,825). The increase
in capital under management was mainly due to the establish-
ment and commitments to new funds. Capital under manage-
ment per fund type is displayed in Table 3.
Table 3: Capital under management
(incl. funds and mandates)
31.12.2021
(MEUR)
31.12.2020
(MEUR)
Real Estate 3,060 2,440
Private Equity & Credit 991 998
Infra 355 357
Other 110 32
Total capital under
management 4,517 3,827
Key figures 31 December 2021
CapMan’s return on equity was 29.4 per cent on 31 December
2021 (31 December 2020: 5.2 per cent) and return on invest-
ment 21.2 per cent (6.3 per cent). Equity ratio was 53.3 per
cent (51.9 per cent).
According to the 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
60 per cent.
Table 4: CapMan’s key figures
31.12.2021 31.12.2020
Earnings per share, cents 21.9 3.3
Diluted, cents 21.4 3.3
Shareholders' equity / share,
cents 81.4 72.7
Share issue adjusted number
of shares, avg. 156,579,585 155,796,829
Return on equity, % 29.4 5.2
Return on investment, % 21.2 6.3
Equity ratio, % 53.3 51.9
Net gearing, % 14.0 22.5
39 • CAPMAN ANNUAL REPORT 2021 • REPORT OF THE BOARD OF DIRECTORS
Corporate
Governance
Financial
Statements
Group
Report of the
Board of Directors
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 2021 during week 8
and will be available on the company’s website by 22 February
2022 the latest.
Decisions of the 2021 Annual General
Meeting
Decisions of the AGM regarding
distribution of funds
CapMan’s 2021 Annual General Meeting (AGM) decided in
accordance with the proposal of the Board of Directors, that
dividend of EUR 0.02 per share, equivalent to a total of approx.
MEUR 3.1 as well as an equity repayment of EUR 0.12 per
share to be returned from the invested unrestricted equity fund,
equivalent to a total of approx. MEUR 18.8, would be paid to
shareholders. In total EUR 0.14 per share would be paid to
shareholders, equivalent to a total of MEUR 21.9, from distrib-
utable funds for 2020. The dividend and equity repayment will
be paid in two equal instalments six months apart. The first
instalment was paid on 26 March 2021 and the second instal-
ment was paid on 27 September 2021. Decisions regarding
the distribution of funds have been described in greater detail
in the stock exchange releases on the decisions taken by the
General Meetings issued on 17 March 2021 and the record and
payment date of the second instalment issued on 16 Septem-
ber 2021.
Decisions of the AGM regarding the composition
of the Board
The 2021 AGM decided that the Board of Directors comprises
seven members. Mr. Andreas Tallberg, Mr. Johan Bygge, Ms.
Catarina Fagerholm, Mr. Johan Hammarén, Mr. Eero Heliövaara,
Ms. Mammu Kaario and Mr. Olli Liitola were elected members
of the Board of Directors for a term of office expiring at the
end of the next Annual General Meeting. The Board composi-
tion and remuneration have been described in greater detail
in the stock exchange releases regarding the decisions of the
AGM and the organisational meeting of the Board issued on 17
March 2021.
Authorisations given to the Board by the AGM
The 2021 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 2022 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 17 March 2021.
Shares and shareholders
Shares and share capital
There were no changes in CapMan’s share capital during 2021.
Share capital totalled EUR 771,586.98 as at 31 December
2021. CapMan had 156,617,293 shares outstanding as at
31 December 2021 (156,458,970 shares as at 31 December
2020).
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 2021, 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 79,949 as at 31 December 2021 (31 December 2020:
EUR 61,013). No changes occurred in the number of own
shares held by CapMan Plc during the financial year.
Trading and market capitalisation
CapMan Plc’s shares closed at EUR 3.04 on 31 December 2021
(31 December 2020: EUR 2.32). The trade-weighted average
price for 2021 was EUR 2.78 (EUR 2.13). The highest price
paid was EUR 3.27 (EUR 2.89) and the lowest EUR 2.24
(EUR 1.49). The number of CapMan Plc shares traded totalled
31.3 million (56.6 million), valued at MEUR 87.0 (MEUR 120.5).
The market capitalisation of CapMan Plc shares as at 31
December 2021 was MEUR 475.3 (31 December 2020: MEUR
362.2).
Shareholders
The number of CapMan Plc shareholders increased by 12
per cent from the corresponding period last year and totalled
28,137 as at 31 December 2021 (31 December 2020: 25,075).
There were no flagging notices issued during 2021.
As at 31 December 2021, Members of the Board of Direc-
tors and the CEO owned, directly or indirectly as beneficiary
holders, a total of 4,201,612 shares, which represented 2.7 per
cent of all shares and votes.
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.
40 • CAPMAN ANNUAL REPORT 2021 • REPORT OF THE BOARD OF DIRECTORS
Corporate
Governance
Financial
Statements
Group
Report of the
Board of Directors
Personnel
CapMan employed 161 people on average in 2021 (2020
average: 146), of whom 125 (112) worked in Finland and the
remainder in the other Nordic countries, Luxembourg and the
United Kingdom. A breakdown of personnel by country is pre-
sented in section 5 Employee benefit expenses.
Compensation schemes
CapMan’s remuneration scheme consists of short-term and
long-term compensation schemes.
The short-term scheme covers all CapMan employees,
excluding the CEO and CFO of the company, and its central
objective is earnings per share, for which the Board of Directors
has set a minimum target.
The long-term scheme of CapMan consists of an invest-
ment-based long-term share-based incentive plan (Performance
Share Plan) for key employees.
In the investment-based long-term share-based incentive
plan the participants are committed to shareholder value
creation by investing a significant amount into the CapMan Plc
share. The investment-based long-term incentive plan includes
one performance period. The performance period commenced
on 1 April 2020 and ends on 31 March 2023. The participants
may earn a performance-based reward from the performance
period. The prerequisite for receiving reward on the basis of
the plan is that a participant acquires company’s shares or
allocates previously owned company’s shares up to the number
determined by the Board of Directors. The performance-based
reward from the plan is based on the company share’s Total
Shareholder Return and on a participant’s employment or ser-
vice upon reward payment. The rewards from the plan will be
paid fully in company shares in 2023. The Board shall resolve
whether new Shares or existing Shares held by the Company
are given as reward. The target group of the plan consists of
approximately 20 people, including the members of the Man-
agement Group.
More information about the share-based incentive plan can
be found on CapMan’s website at www.capman.com. Addition-
al information about compensation schemes is presented in
section 29 Share-based payments.
Other significant events in 2021
In October, CapMan Wealth Services launched its first interna-
tional solution for co-investing in co-operation with international
fund management company AlpInvest Partners B.V. The pro-
gramme, CWS Investment Partners Fund, invests in mid-sized
US buyout funds alongside AlpInvest. The fund has raised
approx. MUSD 90 (approx. MEUR 78). CapMan’s commitment
to the fund was MUSD 10 (approx. MEUR 9).
Atte Rissanen was appointed CFO of CapMan Plc and mem-
ber of the Management Group starting from January 2022.
Heidi Sulin was appointed COO of CapMan Plc and member of
the Management Group starting from November 2021.
The last investment of CapMan Mezzanine V fund, which
is in carry, was sold in September, and as a result CapMan
received carried interest income of MEUR 2.1. The fund was
terminated at the end of 2021.
In June, CapMan established a Nordic open-ended residen-
tial real estate fund, CapMan Residential. The fund has received
MEUR 524 in equity commitments by the end of 2021 and
targets EUR 1 billion in equity by the end of 2023.
In May, CapMan established Nest Capital III, a Nordic private
debt fund as part of its Credit strategy. Fundraising continues
for the fund, which has raised MEUR 100 in commitments by
the end of 2021.
CapMan changed the composition of its reportable seg-
ments to reflect the current structure of the Group business
and its income streams. As of 1 January, 2021, CapMan will
report the CapMan Wealth Service business as part of the
Management Company business segment. Prior, the business
was reported as part of Service business. CapMan reported
according to the updated segment composition starting from
the January–March 2021 interim report.
In March, CapMan established a Special Situations fund
that invests in the restructuring and turnaround of companies.
Fundraising continues for the fund, which has raised MEUR 53
in commitments by the end of 2021.
CapMan Nordic Real Estate III Fund held a final close at
MEUR 564, making it the largest fund in CapMan’s operating
history. In line with its predecessor funds, CapMan Nordic Real
Estate III makes value-add investments in office, necessity-driv-
en retail and select residential real estate in the Nordics.
CapMan Buyout XI Fund held a final close at MEUR 190. In
line with recent earlier Buyout funds, the fund invests in Nordic
mid-market Buyouts.
Events after the end of the financial year
The 2013 vintage CapMan Nordic Real Estate fund has agreed
on an exit, which at completion would transfer the fund to carry.
The transaction is expected to close in the next few months.
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 uncertainty
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 Covid-19
pandemic and related restrictions, which impact the general
market development and therefore also CapMan’s business.
Risks related to CapMan’s business are detailed below.
41 • CAPMAN ANNUAL REPORT 2021 • REPORT OF THE BOARD OF DIRECTORS
Corporate
Governance
Financial
Statements
Group
Report of the
Board of Directors
Market risks
Investment operations carried out by CapMan are subject to
general market risk. Market values can change, for example, be-
cause 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 directly 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.
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
objectives.
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, among other things, 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 carried interest is based on realised cash flows and
repayment risk is estimated to be very low. CapMan is entitled
to carried interest, a confirmation on the amount has been
received and 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
The company’s financing agreements include financing cove-
nants and other conditions. Violation of covenants related to
financing agreements and a failure to fulfil other contractual
terms may cause the cost of financing to increase significantly
and even jeopardise continued financing for CapMan.
An unforeseen decrease in inbound cash flow for CapMan or
a faster than expected realisation of commitments could have
a negative impact on CapMan’s liquidity, which in turn would
increase the need for additional financing and result in higher
financing costs or force the company to dispose of its invest-
ments at suboptimal prices.
Other risks related to operations and the
development of business areas
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, technological devel-
opment, 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.
Risks related to the change in the regulatory
environment
Changes in the securities markets regulation, significant do-
mestic or international tax regulation or practice and regulation
generally applicable to business operations, or measures and
actions by authorities or requirements set by authorities, or
in the manner in which such laws, regulations and actions are
implemented or interpreted, as well as the application and
implementation of new laws and regulations, may have a signif-
icant effect on CapMan’s business operations.
42 • CAPMAN ANNUAL REPORT 2021 • REPORT OF THE BOARD OF DIRECTORS
Corporate
Governance
Financial
Statements
Group
Report of the
Board of Directors
The impact of Covid-19 on CapMan’s
business
The Covid-19 pandemic impacts CapMan’s business through,
among others, the following earnings streams:
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, management fee growth
prospects may be affected. Exits following the end of the
investment period reduce the aggregate at-cost price of the
remaining portfolio, on which management fees are based. If
exits are delayed due to increased uncertainty in the market,
management fees remain stable.
Fees from wealth advisory services: Fees from wealth advi-
sory services are mainly based on long-term contracts and the
impact of the Covid-19 pandemic is limited for the time being.
Transaction-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 delays in exit
processes may impact the timing and magnitude of funds to
generate carried interest. CapMan does not provide guidance
regarding carried interest.
Service business fees: Transaction-based fees are more
susceptible to market risk and are therefore more volatile.
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. The impact has been hardest felt in the Private Equity
portfolio, although what the full short and mid-term impact will
be is difficult to determine. Sector-specific variations are con-
siderable. 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 process and the return to so-called normal levels
may be further along for unlisted assets. Real Estate and Infra
funds have defensive characteristics and may therefore perform
better compared to other asset classes in this market. The
tenant base of real estate assets has an impact on how suscep-
tible their valuation is to the Covid-19 pandemic.
Financial objectives
CapMan’s objective is to pay an annually increasing dividend to
its shareholders.
The combined growth objective for the Management Com-
pany and Service businesses is more than 10 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
60 per cent.
Outlook estimate for 2022
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 estimates
capital under management to continue growing in 2022. Our
objective is to improve the aggregate profitability of Manage-
ment Company and Service businesses. 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 company and
asset-specific development and exits from portfolio compa-
nies and assets, various factors outside of the portfolio’s and
CapMan’s control influence fair value development of CapMan’s
overall investments as well as the magnitude and timing of
carried interest.
CapMan’s objective is to improve results in the longer term,
taking into consideration annual fluctuations related to the
nature of the business. For these and other reasons mentioned
above, CapMan does not provide numeric estimates for 2022.
Items affecting comparability are described in the Tables
section of this report.
Helsinki, 3 February 2022
CAPMAN PLC
Board of Directors
43 • CAPMAN ANNUAL REPORT 2021 • REPORT OF THE BOARD OF DIRECTORS
Corporate
Governance
Financial
Statements
Group
Report of the
Board of Directors
Key Performance Indicators for CapMan Group
M€ 2017 2018 2019 2020 2021
Turnover
1)
31.1 33.5 49.0 43.0 52.8
Management fees 19.6 22.1 24.9 29.0 36.6
Sale of services 7.1 10.3 17.2 13.1 13.3
Carried interest 4.4 1.0 6.9 0.9 2.9
Other operating income 0.0 0.0 0.0 0.1 0.0
Operating expenses -33.0 -29.1 -41.8 -35.1 -42.1
Fair value gains/losses of investments
1)
21.3 7.6 12.2 4.4 33.9
Operating profit 19.5 12.0 19.4 12.3 44.6
Operating profit, comparable 23.9 12.0 25.0 12.3 44.6
Financial income and expenses -3.2 -2.7 -1.8 -3.1 -4.0
Share of the income of investments accounted for using the equity method -0.1 0.0 0.0 0.0 0.0
Profit before taxes 16.2 9.3 17.6 9.2 40.6
Profit for the financial year 15.5 8.5 15.9 6.3 35.4
Return on equity (ROE), %
2)
11.5 6.8 12.7 5.2 29.4
Return on equity (ROE), comparable, %
2)
14.5 6.8 16.0 5.2 29.4
Return on investment (ROI), % 10.1 6.7 10.5 6.3 21.2
Return on investment (ROI), comparable, % 12.4 6.7 13.5 6.3 21.2
Equity ratio, % 60.0 58.7 59.9 51.9 53.3
Net gearing, % 19.4 4.3 7.2 22.5 14.0
Dividends and return of capital paid
3)
16.1 17.7 20.0 21.9 23.5
Personnel 113 117 148 146 161
1)
As of 1 January, 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 restated.
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 year 2021.
Key figures
44 • CAPMAN ANNUAL REPORT 2021 • KEY FIGURES
Corporate
Governance
Financial
Statements
Group
Report of the
Board of Directors
Key Ratios Per Share
2017 2018 2019 2020 2021
Earnings per share, cents
1)
10.4 5.5 9.2 3.3 21.9
Diluted earnings per share, cents
1)
10.2 5.4 9.0 3.3 21.4
Comparable diluted earnings per share, cents
1)
13.0 5.4 11.6 3.3 21.4
Shareholders' equity/share, cents 87.3 82.6 85.1 72.7 81.4
Dividend/share, cents
2)
11.0 12.0 13.0 14.0 15.0
Dividend/earnings, %
2)
105.8 218.2 141.3 424.2 68.5
Average share issue adjusted number of shares during the financial year (’000) 145,179 146,522 152,155 155,797 156,580
Share issue adjusted number of shares at year-end (’000) 145,626 147,142 153,755 156,459 156,617
Number of shares outstanding (’000) 145,600 147,116 153,728 156,433 156,591
Own shares (’000) 26 26 26 26 26
1)
Under IFRS, the EUR 15 million (2011-2012: EUR 29 million, 2013-2015: EUR 15 million) hybrid bond was included in equity, also when calculating equity per share. The interest on the hybrid bond (net of tax) for the financial year was
deducted when calculating earnings per share. The hybrid bond was redeemed in 2017, and therefore it does no longer have an impact on equity or earnings per share as of 2018.
2)
Proposal of the Board of Directors to the Annual General Meeting for year 2021.
45 • CAPMAN ANNUAL REPORT 2021 • KEY FIGURES
Corporate
Governance
Financial
Statements
Group
Report of the
Board of Directors
Key figures - CapMan Group
60
50
40
30
20
10
0
2017 2018 2019 20212020
TYÖNUMERO 12
Turnover and comparable
operating profit, M€
Turnover Comparable operating profit
31.1
23.9
12.0
52.8
43.0
44.6
12.3
25.0
33.5
49.0
TYÖNUMERO 13
2017 2018 2019 20212020
Comparable earnings/share and
dividend/share
*
, €
*
CapMan’s objective is to distribute an annually
growing dividend to its shareholders. The Board
of Directors propose that a total distribution of
EUR 0.15/share to be paid for 2021.
Comparable earnings/share
Dividend/share
0.13
0.05
0.11
0.12 0.12
0.13
0.21
0.03
0.15
0.14
0.25
0.20
0.15
0.10
0.05
0.00
30
25
20
15
10
5
0
TYÖNUMERO 14
2017 2018 2019 20212020
Comparable ROI and ROE, %
Comparable Return on Equity (ROE)
Comparable Return on Investment (ROI)
14.5
6.8
12.4
6.7
13.5
16.0
21.2
6.3
29.4
5.2
60
50
40
30
20
10
0
2017 2018 2019 2021
2020
TYÖNUMERO 15
Equity ratio, %
60.0
58.7
59.9
53.3
51.9
CapMan’s turnover and operating profit was at record levels in 2021. 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 60 per cent.
46 • CAPMAN ANNUAL REPORT 2021 • KEY FIGURES
Corporate
Governance
Financial
Statements
Group
Report of the
Board of Directors
Fees and carry
50
40
30
20
10
0
2017 2018 2019 2021
2020
TYÖNUMERO 16
Fees from Management Company
business and Services, M€
49.4
41.4
26.2
31.9
41.6
16
12
8
4
0
2017 2018 2019 2021
2020
TYÖNUMERO 17
Comparable fee-based
profitability*, M€
*
Comparable operating profit of Management
Company and Service Business excl. carried
interest. Figure for 2016, preceding the change
in reportable segments, is based on comparable
operating profit on group level, excluding carried
interest income and Investment Business.
3.0
6.2
12.4
14.5
13.2
12
10
8
6
4
2
0
2017 2018 2019 2021
2020
Comparable carried interest
income, M€
4.5
6.9
1.0
2.9
0.9
The combined growth objective for
the Management Company and
Service businesses is more than 10
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.
47 • CAPMAN ANNUAL REPORT 2021 • KEY FIGURES
Corporate
Governance
Financial
Statements
Group
Report of the
Board of Directors
Investment business
60
50
40
30
20
10
0
TYÖNUMERO 21
Investments and commitments by type, M€
Investments by type Remaining commitments
10.6
44.0
10.9
35.9
11.311.3
19.0
5.0
10.5
8.8
3.1
1.1
2.4
3.6
1.9
3.4
1.8
0.4
8.4
38.1
Real
Estate
Investments
in external
PE funds
Infra Wealth
Services-
funds
Special
Situations
Growth OthersRussia CreditBuyout
100
80
60
40
20
0
TYÖNUMERO 22
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 20212010
Allocation of long-term investments from balance sheet and
undrawn commitments (%)*
Private Equity Infrastructure Real Estate External - Venture Capital
External - 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 2021.
64%
2%
17%
28%
8%
34%
20%
10%
11%
5%
250
200
150
100
50
0
TYÖNUMERO 19
2017 2018 2019 20212020
Investments and commitments, M€
Investments at fair value
Remaining commitments
169.3
126.6
129.4
67.1
98.0
103.8
130.4
116.6
90.3
109.1
35
30
25
20
15
10
5
0
2017 2018 2019 2021
2020
TYÖNUMERO 20
Comparable result impact of own
investments, M€
32.7
4.0
19.1
10.4
6.5
60
50
40
30
20
10
0
TYÖNUMERO 21
Investments and commitments by type, M€
Investments by type Remaining commitments
10.6
44.0
10.9
35.9
11.3
11.3
19.0
5.0
10.5
8.8
3.1
1.1
2.4
3.6
1.9
3.4
1.8
0.4
8.4
38.1
Real
Estate
Investments
in external
PE funds
Infra Wealth
Services-
funds
Special
Situations
Growth OthersRussia CreditBuyout
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.
48 • CAPMAN ANNUAL REPORT 2021 • KEY FIGURES
Corporate
Governance
Financial
Statements
Group
Report of the
Board of Directors
Calculation of Key Ratios
*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.
49 • CAPMAN ANNUAL REPORT 2021 • KEY FIGURES
Corporate
Governance
Financial
Statements
Group
Report of the
Board of Directors
Group Statement of Comprehensive Income (IFRS) .............51
Group Balance Sheet (IFRS) .............................................. 52
Group Statement of Changes in Equity (IFRS) ..................... 53
Statement of Cash Flow (IFRS) .......................................... 54
Notes to the Group Financial Statements
1. Accounting policies .............................................. 55
2. Segment information ........................................... 62
3. Turnover .............................................................. 63
4. Other operating income ....................................... 64
5. Employee benefit expenses ...................................64
6. Depreciation ......................................................... 64
7. Other operating expenses ..................................... 65
8. Adjustments to cash flow statement and
total cash outflow for leases ................................. 65
9. Fair value gains/losses of investments .................. 65
10. Financial income and expenses ............................ 66
11. Income taxes ........................................................ 66
12. Earnings per share .............................................. 67
13. Tangible assets .................................................... 67
14. Goodwill .............................................................. 68
15. Other intangible assets ........................................ 68
16. Investments at fair value through profit or loss .......69
17. Receivables - Non-current .................................... 69
18. Deferred tax assets and liabilities ........................ 70
19. Trade and other receivables ................................. 71
20. Financial assets at fair value
through profit or loss .............................................71
21. Cash and cash equivalents ................................... 72
22. Share capital and shares ..................................... 72
23. Interest-bearing loans and
borrowings - Non-current ..................................... 74
24. Other non-current liabilities ................................. 74
25. Trade and other payables - Current ...................... 74
26. Interest-bearing loans and borrowings - Current ... 74
27. Financial assets and liabilities ............................. 75
28. Commitments and contingent liabilities ................76
29. Share-based payments ........................................ 77
30. Related party disclosures ......................................79
31. Financial risk management ...................................81
Parent Company Income Statement (FAS) .......................... 89
Parent Company Balance Sheet (FAS) ................................ 90
Parent Company Cash Flow Statement (FAS) ...................... 91
Notes to the Parent Company Financial Statements (FAS) ... 92
Signatures to the Report of the Board of Directors
and Financial Statements .................................................. 99
Auditor’s report (Translation of the Finnish original) ..........100
Shares and shareholders ...................................................104
Information for shareholders .............................................105
Financial Statements
50 • CAPMAN ANNUAL REPORT 2021 • FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
51 • CAPMAN ANNUAL REPORT 2021 • GROUP STATEMENT OF COMPREHENSIVE INCOME (IFRS)
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
1 000 EUR Note 2021 2020
Management fees 36,585 28,995
Sale of services 13,341 13,122
Carried interest 2,858 873
Turnover 2, 3 52,784 42,989
Other operating income 4 22 97
Employee benefit expenses 5 -30,632 -23,916
Depreciation and impairment 6 -1,476 -1,503
Other operating expenses 7 -9,969 -9,728
Fair value gains/losses of investments 9 33,912 4,398
Operating profit 44,642 12,339
Financial income and expenses 10 -4,042 -3,120
Profit before taxes 40,600 9,219
Income taxes 11 -5,239 -2,941
Profit for the financial year 35,362 6,278
Other comprehensive income:
Items that may be subsequently reclassified to profit or loss
Translation difference -39 100
Total comprehensive income 35,322 6,378
Profit attributable to:
Equity holders of the Company 34,320 5,142
Non-controlling interest 1,042 1,136
Total comprehensive income attributable to:
Equity holders of the Company 34,281 5,242
Non-controlling interest 1,042 1,136
Earnings per share for profit attributable to the equity holders of the Company:
Earnings per share (basic), cents 12 21.9 3.3
Earnings per share (diluted), cents 12 21.4 3.3
The Notes are an integral part of the Financial Statements.
Group Statement of Comprehensive Income (IFRS)
52 • CAPMAN ANNUAL REPORT 2021 • GROUP BALANCE SHEET (IFRS)
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
1 000 EUR Note 31 Dec 2021 31 Dec 2020
ASSETS
Non-current assets
Tangible assets 13 1,754 2,619
Goodwill 14 15,314 15,314
Other intangible assets 15 459 725
Investments at fair value through profit and loss 16
Investments in funds 130,011 116,066
Other financial assets 393 191
Receivables 17 10,066 9,084
Deferred tax assets 18 1,836 2,439
Current assets
Trade and other receivables 19 15,223 14,017
Financial assets at fair value through profit and loss 20 0 312
Cash and bank 21 65,207 58,002
Total assets 240,263 218,768
1 000 EUR Note 31 Dec 2021 31 Dec 2020
EQUITY AND LIABILITIES
Capital attributable to the Company’s equity holders
22
Share capital 772 772
Share premium account 38,968 38,968
Other reserves 52,718 71,416
Translation difference -286 -247
Retained earnings 33,607 1,616
Total capital attributable to the Company’s equity
holders
Non-controlling interests 1,616 742
Total equity 127,394 113,266
Non-current liabilities
Deferred tax liabilities 18 4,627 2,703
Interest-bearing loans and borrowings 23 82,038 82,612
Other non-current liabilities 24 7,552 6,936
Current liabilities
Trade and other payables 25 16,722 11,075
Interest-bearing loans and borrowings 26 970 908
Current income tax liabilities 959 1,269
Total liabilities 112,869 105,502
Total equity and liabilities 240,263 218,768
Group Balance Sheet (IFRS)
The Notes are an integral part of the Financial Statements.
53 • CAPMAN ANNUAL REPORT 2021 • GROUP STATEMENT OF CHANGES IN EQUITY (IFRS)
Corporate
Governance
Report of the
Board of Directors
Group
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 2020 22 772 38,968 84,823 -348 3,218 127,433 2,100
Profit for the year 5,142 5,142 1,136
Other comprehensive income for the year
Currency translation differences 100 100
Total comprehensive income for the year 100 5,142 5,242 1,136
Share subscriptions with options 447 447
Performance Share Plan -994 -994
Dividends and return of capital -13,854 -6,282 -20,136 -1,708
Transactions with non-controlling interests 532 532 -786
Equity on 31 December 2020 22 772 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 787 787
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 22 772 38,968 52,718 -286 33,607 125,778 1,616
The Notes are an integral part of the Financial Statements.
Group Statement of Changes in Equity (IFRS)
54 • CAPMAN ANNUAL REPORT 2021 • GROUP CASH FLOW STATEMENT (IFRS)
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Group Cash Flow Statement (IFRS)
1 000 EUR Note 2021 2020
Cash flow from operations
Profit for the financial year 35,362 6,278
Adjustments on cash flow statement 8 -22,337 5,009
Change in working capital:
Change in current non-interest-bearing
receivables -1,545 -3,169
Change in current trade payables and other
non-interest-bearing liabilities 6,087 -12,551
Interest paid -3,971 -3,197
Taxes paid -2,571 -4,277
Cash flow from operations 11,025 -11,907
Cash flow from investing activities
Acquisition of subsidiaries 231 -255
Proceeds from sale of subsidiaries 221 7
Investments in tangible and intangible assets -140 -389
Investments at fair value through profit and loss 17,522 17,670
Long-term loan receivables granted -144 -410
Receivables from long-term receivables 1,389 673
Interest received 91 166
Cash flow from investing activities 19,170 17,461
1 000 EUR Note 2021 2020
Cash flow from financing activities
Share issue 90 447
Proceeds from borrowings 140 69,724
Repayment of long-term loan 27 0 -38,590
Payment of lease liabilities -976 -942
Dividends paid and return of capital -22,244 -21,854
Cash flow from financing activities -22,990 8,784
Change in cash and cash equivalents 7,205 14,337
Cash and cash equivalents at start of year 58,002 43,665
Cash and cash equivalents at end of year 21 65,207 58,002
The Notes are an integral part of the Financial Statements.
Notes to the Consolidated Financial Statements
Group information
In the Management Company Business, the funds managed
by CapMan make investments in Nordic and Russian compa-
nies and in real estate and infrastructure assets in the Nordic
countries. The Management Company Business also includes
the wealth services offered to smaller investors. The Service
Business includes analysis and reporting services, and procure-
ment services to companies. Through its investment business,
CapMan invests in the private equity asset class, mainly in its
own funds, but also selectively in funds managed by external
fund managers.
The parent company of the Group is CapMan Plc and is
domiciled in Helsinki , with a registered office address at Ludvig-
The Consolidated Financial Statements may be viewed online
at www.capman.com, or a hard copy is available from the office
of the parent company.
The Consolidated Financial Statements for 2021 have been
approved for publication by CapMan Plc ’s Board of Directors
on February 2, 2022. Pursuant to the Finnish Companies Act,
shareholders may adopt or reject the financial statements and
make decisions on amendments to them at the Annual General
Meeting.
1. Accounting policies
Basis of preparation
The Group’s financial statements have been prepared in accord-
ance with International Financial Reporting Standards (IFRS)
in force at 31 December, 2021 as adopted by the European
Union. International Financial Reporting Standards, referred to
in the Finnish Accounting Act and in ordinances issued based
on the provisions of this Act, are standards and their interpre-
tations adopted in accordance with the procedure laid down
in regulation (EC) No 1606/2002 of the European Parliament
and of the Council. The notes to the consolidated financial
statements have been prepared in accordance with the Finnish
accounting standards as and where they supplement IFRS
requirements.
The preparation of financial statements in conformity with
IFRS requires the Group’s management to make estimates and
assumptions when applying CapMan’s accounting principles,
and these are presented in more detail under ‘Use of esti-
mates’.
The Consolidated Financial Statements have been pre-
pared under the historical cost convention, except for financial
assets and liabilities valued at fair value through profit or loss.
The information in the Consolidated Financial Statements is
presented in thousands of euros. Figures in the accounts have
been rounded and consequently the sum of individual figures
can deviate from the presented sum figure.
New and amended standards and
interpretations applied in financial year ended
The Group has applied the amended standards and interpre-
tations that have come into effect as of 1 January, 2021. They
had no impact on the consolidated financial statements.
Adoption of new and amended standards and
interpretations applicable in future financial
years
The Group has not yet adopted the following new and amended
standards and interpretations already issued by the IASB. The
Group will adopt them as of the effective date or, if the date is
other than the first day of the financial year, from the beginning
of the subsequent financial year.
These amendments have been endorsed for use by
the European Union:
•
Amendments to IFRS 3 Business Combinations, IAS 16
Property, Plant and Equipment and IAS 37 Provisions,
Contingent Liabilities and Contingent Assets (effective for
financial years beginning on or after 1 January, 2022). These
amendments provide further clarifications for a more con-
sistent application of the standards, or update references.
•
Annual Improvements to IFRS Standards 2018–2020 Cycle
(effective for financial years beginning on or after 1 January,
2022). The annual improvements aim at streamlining and
clarifying existing standards. The annual improvements
contain amendments to IAS 41 Agriculture, IFRS 1 First-time
Adoption of International Financial Reporting Standards, and
IFRS 9 Financial Instruments.
These amended standards are not expected to have an impact
on the Group’s financial statements.
55 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Consolidation principles
As CapMan has determined it meets the definition of an
investment entity, its subsidiaries are classified either as
operating subsidiaries that are considered to be an extension
of the Parent’s operations, and as such, they are consolidated
or investment entity subsidiaries that are fair valued through
profit or loss. The types of subsidiaries and their treatment in
CapMan’s consolidated accounts are as follows:
•
Subsidiaries that provide fund management services (fund
managers) or manage direct investments are considered to
be an extension of the Parent’s business and as such, they
are consolidated;
•
Subsidiaries that provide fund management services (fund
managers) and which also hold direct investments in the
funds are consolidated and the investments in the funds are
fair valued through profit or loss;
•
Subsidiaries that provide fund investment advisory services
(advisors) are considered to be an extension of the Parent’s
business and as such, they are consolidated;
•
Investment entity subsidiaries (CapMan Fund Investments
SICAV-SIF), through which CapMan makes its own fund
investments, are valued at fair value through profit or loss.
Significant judgment applied by management in the
preparation of the consolidated financial statements –
investment entity basis
CapMan qualifies as an investment entity as defined by IFRS
10, because the cornerstone of its business purpose is to
obtain capital from investors to its closed-end private equity
funds and to provide investment management services to those
funds to gain both capital appreciation and investment income.
Direct investments represent a relatively small part compared
to total assets under management. CapMan obtains funds from
many external investors for investment purposes. Documented
exit strategies exist for each fund’s portfolio investments. Each
fund’s portfolio investments and the real estate investments
are fair valued and such fair value information is provided both
to the fund investors on reporting date and also for CapMan’s
internal management reporting purposes. In addition, manage-
ment has assessed that the following characteristics further
support investment entity categorization: CapMan holds several
investments itself in the funds, investments in the funds are
held by several investors, the investors are not related parties
and the investments are held mostly in the form of equity.
Significant judgment applied by management in the
preparation of the consolidated financial statements –
control over funds
One of the most significant judgments management made in
preparing the Company’s consolidated financial statements is
the determination that Company does not have control over
the funds under its management. Control is presumed to exist
when a parent has power over the investee, has exposure to
variable returns from the fund and is able to use its power to
affect the level of returns.
CapMan manages the funds against management fee
received from the investors on the basis of the investment
management mandate negotiated with the investors and it also
makes direct investments in the funds under its management.
Accordingly, CapMan was required to determine, whether it is
acting primarily as a principal or as an agent in exercising its
power over the funds.
In the investment management mandate the investors have
set detailed instructions in all circumstances relating to the
management of the fund limiting the actual influence of the
general partner at very low. In general, having a qualified ma-
jority, investors have a right to replace the general partner and/
or fund manager. The remuneration CapMan is entitled to is
commensurate with the services it provides and corresponds to
remuneration customarily present in arrangements for similar
services on an arm’s length basis. CapMan’s direct investment
(typically between 1% to 5%) in the funds and thus the share
of the variability of the returns compared with the other inves-
tors is relatively small. As an investor in the fund CapMan has
no representation nor voting rights as it has been specifically
excluded in the investment management mandate.
Therefore, management has concluded that despite it from a
formal perspective exercising power over the funds by con-
trolling the general partner of the fund, its actual operational
ability is limited in the investment management mandate in
a manner that the general partner is considered to act as an
agent. Furthermore, CapMan’s exposure to variable returns
from the fund and its power to affect the level of returns is very
low for the reasons described above. Therefore, CapMan has
determined that it does not have control over the funds under
its management.
Subsidiaries
Subsidiaries are consolidated using the acquisition method. All
intercompany transactions are eliminated in the Consolidated
Financial Statements. Profit or loss, together with all other
comprehensive income-related items, are booked to the owners
of the parent company or owners not holding a controlling
interest in the companies concerned. Non-controlling interests
are presented in the Consolidated Balance Sheet under equity
separately from equity attributable to the owners of the parent
company.
Subsidiaries and businesses acquired during the year are
consolidated from the date on which the Group acquires a con-
trolling interest, and in the case of companies and businesses
divested by the Group during the financial year up to the date
on which CapMan’s controlling interest expires.
Associates
An associated company is an entity in which the Group has
significant influence but does not hold a controlling interest.
This is generally defined as existing when the Group holds,
either directly or indirectly, more than 20% of a company’s
voting rights.
Associated companies have been consolidated in accord-
ance with the equity method. Under this, the investment in an
associated company is carried in the balance sheet at cost plus
post-acquisition changes in the Group’s share of the company’s
net assets, less any impairment value. If the Group’s share of
the loss incurred by an associated company exceeds the book
value of its investment, the investment is booked at zero in the
balance sheet, and losses exceeding book value are not com-
bined unless the Group is committed to meeting the obligations
of the company concerned. The Group’s share of the profit
56 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
recorded by an associated company during the financial year in
accordance with its holding in the company is presented as a
separate item in the income statement after operating profit.
Segment reporting
Operating segments are reported in accordance with internal
reporting presented to the chief operating decision-maker.
The latter is responsible for allocating resources to operating
segments and evaluating their performance and is defined as
the Group’s Management Group, which is responsible for taking
strategic decisions affecting CapMan.
CapMan has changed the composition of its reportable
segments as of 1 January, 2021, and restated the comparison
year figures respectively. Earlier business unit CapMan Wealth
Services was reported in Service Business, but as of 2021 it
will be reported in Management Company Business. At the
same time, items below operating profit, such as financial
income and expenses and income taxes, and non-current as-
sets will no longer be allocated on segment level, as CapMan’s
chief operating decision-maker is not following these items on
segment-level.
Translation differences
The result and financial position of each of the Group’s
business units are measured in the currency of the primary
economic environment for that unit (‘functional currency’).
The Consolidated Financial Statements are presented in
euros, which is the functional and presentation currency of the
Group’s parent company.
Transactions in foreign currencies have been recorded in the
parent company’s functional currency at the rates of exchange
prevailing on the date of the transactions; in practice a reason-
able approximation of the actual rate of exchange on the date
of the transaction is often used. Foreign exchange differences
for operating business items are recorded in the appropriate
income statement account before operating profit and, for
financial items, are recorded in financial income and expenses.
The Group’s foreign currency items have not been hedged.
In the consolidated financial statements, the income state-
ments of subsidiaries that use a functional currency other
than the euro are translated into euros using the average rates
for the accounting period. Their balance sheets are translated
using the closing rate on the balance sheet date. All resulting
exchange differences are recognised in other comprehensive
income. Translation differences caused by changes in exchange
rates for the cumulative shareholders’ equity of foreign subsidi-
aries have been recognised in other comprehensive income.
Tangible assets
Tangible assets have been reported in the balance sheet at their
acquisition value less depreciation according to plan. Assets are
depreciated on a straight-line basis over their estimated useful
lives.
The estimated useful lives are as follows:
Machinery and equipment 4–5 years
Other long-term expenditure 4–5 years
The residual values and useful lives of assets are reviewed on
every balance sheet date and adjusted to reflect changes in the
expected economic benefits where necessary.
Tangible assets include right-of-use assets measured in
accordance with IFRS 16, which are disclosed in the notes.
More information on these items is included in chapter Leases
of Accounting Policies.
Intangible assets
Goodwill
Goodwill acquired in a business merger is booked as the sum
paid for a holding, the holding held by owners with a non-con-
trolling interest, and the holding previously owned that, when
combined, exceeds the fair value of the net assets of the
acquisition. Write-offs are not made against goodwill, and
possible impairment of goodwill is tested annually. Goodwill
is measured as the original acquisition cost less accumulated
impairment. The goodwill acquired during a merger is booked
against the units or groups of units responsible for generating
the cash flow used for testing impairment. Every unit or group
of units for which goodwill is booked represents the lowest level
of the organisation at which goodwill is monitored internally for
management purposes. Goodwill is monitored at the operating
segment level.
Other intangible assets
Intangible assets acquired separately are measured on initial
recognition at cost. Intangible assets are recognised in the
balance sheet only if the cost of the asset can be measured
reliably and if it is probable that the future economic benefits
attributable to the asset will flow to the Group.
Agreements and trademarks acquired in business mergers
are booked at fair value at the time of acquisition. As they
have a limited life, they are booked in the balance sheet at
acquisition cost minus accumulated write-offs. IT systems are
expensed on the basis of the costs associated with acquiring
and installing the software concerned. Depreciation is spread
across the financial life of the relevant software licences. Im-
pairment is tested whenever there is an indication that the book
value of intangible assets may exceed the recoverable amount
of these assets.
The estimated useful lives are:
Agreements and trademarks 10 years
Other intangible assets 3–5 years
Impairment of assets
The Group reviews all assets for indications that their value may
be impaired on each balance sheet date. If such indication is
found to exist, the recoverable amount of the asset in question
is estimated. The recoverable amount for goodwill is measured
annually independent of indications of impairment.
57 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
The need for impairment is assessed on the level of cash-gen-
erating units, in other words at the smallest identifiable group of
assets that is largely independent of other units and cash inflows
from other assets. The recoverable amount is the fair value of an
asset, less costs to sell or value in use. Value in use refers to the
expected future net cash flow projections, which are discounted
to the present value, received from the asset in question or the
cash-generating unit. The discount rate used in measuring value
in use is the rate that reflects current market assessments of the
time value of money and the risks specific to the asset. Impair-
ment is recorded in the income statement as an expense. The
recoverable amount for financial assets is either the fair value or
the present value of expected future cash flows discounted by
the initial effective interest rate.
An impairment loss is recognised whenever the recoverable
amount of an asset is below the carrying amount, and it is rec-
ognised in the income statement immediately. An impairment
loss of a cash-generating unit is first allocated to reduce the
carrying amount of any goodwill allocated to the cash-generat-
ing unit and then to reduce the carrying amounts of the other
assets of the unit pro rata. An impairment loss is reversed
if there is an indication that an impairment loss may have
decreased and the carrying amount of the asset has changed
from the recognition date of the impairment loss.
The increased carrying amount due to reversal cannot exceed
what the depreciated historical cost would have been if the
impairment had not been recognised. Reversal of an impairment
loss for goodwill is prohibited. The carrying amount of goodwill
is reviewed for impairment annually or more frequently if there is
an indication that goodwill may be impaired, due to events and
circumstances that may increase the probability of impairment.
Financial assets
The Group’s financial assets have been classified into the
following categories:
1) financial assets at fair value through profit or loss
2) financial assets at amortised cost
Investments in equity instruments are always measured at fair
value through profit or loss. Classification of debt instruments,
such as trade and loan receivables, is based on the business
model for managing and for the contractual cash flow charac-
teristics of these financial assets. Debt instruments of the Man-
agement Company Business and Service Business are classified
as financial assets at amortised cost, because they are held
solely in order to collect contractual cash flows, which are solely
payments of principal and interest. Current debt instruments,
included in the market portfolio of the Investment Business, are
classified as at fair value through profit or loss, because they
are held for trading. Non-current debt instruments included in
the Investment Business are held for both selling purposes and
collecting contractual cash flows (principal and interest), and the
Group designates these assets as measured at fair value through
profit or loss, in order to reduce inconsistency with regards
to recognizing gains and losses of financial assets within the
Investment Business, because the Group as an investment entity
manages and monitors the performance of these investments
based on fair values according to group’s investment strategy.
Transaction costs are reported in the initial cost of financial
assets, excluding items valued at fair value through profit or loss.
All purchases and sales of financial instruments are recognised
on the trade date. An asset is eligible for derecognition and
removed from the balance sheet when the Group has transferred
the contractual rights to receive the cash flows or when it has
substantially transferred all of the risks and rewards of owner-
ship of the asset outside the Group. Financial assets are classi-
fied as current if they have been acquired for trading purposes or
fall due within 12 months.
Financial assets at fair value through profit or loss
Fair value through profit or loss class comprises of financial as-
sets that are equity instruments or acquired as held for trading,
in which case they can be either equity or debt instruments.
Debt instruments are also classified to this class, if they are
held for both selling purposes and collecting contractual cash
flows and which CapMan as an investment entity designates
as financial assets at fair value through profit or loss at initial
recognition in order to reduce inconsistency with regards to
recognizing gains and losses of financial assets within the
Investment Business.
Fund investments and other investments in non-current as-
sets are classified as financial assets at fair value through profit
or loss and their fair value change is presented on the line item
”Fair value changes of investments” in the statement of com-
prehensive income. Fair value information of the non-current
fund investments is provided quarterly to Company’s manage-
ment and to other investors in the investment funds managed
by CapMan. The valuation of CapMan’s funds’ investment is
based on International Private Equity and Venture Capital Valu-
ation Guidelines (IPEVG) and IFRS 13.
Investments in listed shares, funds and interest-bearing se-
curities as well as those derivative instruments that do not meet
the hedge accounting criteria or for which hedge accounting is
not applied in current assets are held for trading and therefore
classified as at fair value through profit or loss. Listed shares
and derivative contracts in current assets are measured at fair
value by the last trade price on active markets on the balance
sheet date. The fair value of current investments in funds is
determined as the funds’ net asset value at the balance sheet
date. The fair value of current investments in interest-bear-
ing securities is based on the last trade price on the balance
sheet date or, in an illiquid market, on values determined by
the counterparty. The change in fair value of current financial
assets measured at fair value through profit or loss as well as
dividend and interest income from short-term investments in
listed shares and interest-bearing securities are presented on
the line item ”Fair value changes of investments” in the state-
ment of comprehensive income.
Financial assets at amortised cost
Financial assets at amortised cost mainly include non-in-
terest-bearing trade receivables and interest-bearing loan
receivables of the Management Company Business and Service
Business. These financial assets are held solely in order to
collect contractual cash flows, and whose payments are fixed
or determinable and which are not quoted in an active market.
58 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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Group
Financial
Statements
They are included in current assets, except for maturities great-
er than 12 months after the end of the reporting period, which
are classified as non-current assets.
Expected credit loss of the trade receivables is evaluated by
using the simplified approach allowed by IFRS 9, under which
a provision matrix is maintained, based on the historical credit
losses and forward-looking information regarding general eco-
nomic indicators. In addition, materially overdue receivables are
evaluated on a client basis.
Expected credit losses of loan receivables are evaluated
based on the general approach under IFRS 9. The group evalu-
ates the credit risk of the borrowers by estimating the delay of
the repayments and borrower’s future economic development.
Depending on the estimated credit risk the group measures the
loss allowance at an amount equal to 12-month expected credit
losses or lifetime expected credit losses. Inputs used for the
measurement of expected credit losses include, among others,
available statistics on default risk based on credit risk rating
grades and the historical credit losses the group has incurred.
Credit risk of a loan receivable is assumed low on initial recog-
nition in case the contractual payments of principal and interest
are dependent on the cash proceeds the borrower receives from
the underlying investments. In these cases, the borrower is
considered to have a strong capacity to meet its contractual cash
flow obligations in the near term. It is considered that there has
been a significant increase in the credit risk, if the contractual
payments have become more than 30 days past due, and a
default event has occurred, if the payment is more than 90 days
past due, unless resulting from an administrative oversight.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise
cash in banks and in hand, together with liquid short-term de-
posits. Cash assets have a maximum maturity of three months.
Dividend payment and repayment of capital
Payment of dividends and repayment of capital is decided in
the Annual General Meeting. The dividend payment and repay-
ment of capital proposed to the Annual General Meeting by the
Board of Directors is not subtracted from distributable funds
until approved by the Annual General Meeting.
Financial liabilities
Financial liabilities largely consist of loans from financial insti-
tutions and leasing liabilities. Financial liabilities are initially
recognised at fair value. Transaction costs are reported in the
initial book value of the financial liability. Financial liabilities
are subsequently carried at amortized cost using the effective
interest method. Financial liabilities are reported in non-current
and current liabilities.
Leases
Group’s lease agreements are mainly related to facilities,
company cars and IT equipment. Group applies the exemptions
allowed by the standard on lease contracts for which the lease
term ends within 12 months as of the initial application, and
lease contracts for which the underlying asset is of low value.
Exemptions are applicable to some of the leased premises,
such as office hotels, and to all laptops, printers and copying
machines, among others. These lease payments are recognised
as an expense in the income statement on a straight-line basis.
Other lease agreements are recognised as right-of-use assets
and lease liabilities in the balance sheet. These agreements
include long-term lease agreements of facilities and company
cars. Right-of-use assets are included in tangible assets and the
related lease liabilities are included in non-current and current
interest-bearing financial liabilities.
CapMan Group does not act as a lessor.
Provisions
Provisions are recognised in the balance sheet when the Group
has a current obligation (legal or constructive) as a result of a
past event, and it is probable that an outflow will be required to
settle the obligation and a reliable estimate of the outflow can
be made.
The Group’s provisions are evaluated on the closing date and
are adjusted to match the best estimate of their size on the
day in question. Changes are booked in the same entry in the
income statement as the original provision.
Employee benefits
Pension obligations
The defined contribution pension plan is a pension plan in
accordance with the local regulations and practices of its
business domiciles. Payments made to these plans are charged
to the income statement in the financial period to which they
relate. Pension cover has been arranged through insurance
policies provided by external pension institutions.
Share-based payments
The fair value of stock options is assessed on the date they are
granted and are expensed in equal instalments in the income
statement over the vesting period of the rights concerned. An
evaluation of how many options will generate an entitlement
to shares is made at the end of every reporting period. Fair
value is determined using the Black-Scholes pricing model. The
terms of the stock option programs are presented in Note 29.
Share-based payments.
Revenue recognition
Revenue from contracts with customers is recognised by first
allocating the transaction price to performance obligations, and
when the performance obligation is satisfied by transferring the
control of the underlying service to the customer, the revenue
related to this performance obligation is recognised. Perfor-
mance obligation can be satisfied either at a point in time or
over time.
Management fees and service fees in the Management
Company Business
As a fund manager, CapMan receives management fees during
a fund’s entire period of operations. Management fee is a vari-
59 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
able consideration and is typically based on the fund’s original
size during its investment period, which is usually five years.
Thereafter the fee is typically based on the acquisition cost of
the fund’s remaining portfolio. Annual management fees are
usually 0.5-2.0% of a fund’s total commitments, depending
whether the fund is a real estate fund, a mezzanine fund, or
an equity fund. In the case of real estate funds, management
fees are also paid on committed debt capital. The average
management fee percentage paid by CapMan-managed funds
is approx. 1%.
Management fees paid by the funds are recognised as income
over time, because the fund management service is the only per-
formance obligation in the contract and it is satisfied over time.
Management company business also includes wealth manage-
ment services to institutional clients, foundations, family offices
and wealthy private clients. Fees from these services are recog-
nised over time, when the service is provided and the control is
transferred to the customer, except for success and transaction
fees, which are recognised as income at a point in time, because
the underlying performance obligation is satisfied and the
control of the related service is transferred to the customer at a
point in time.
Fees in the Service Business
CapMan’s Service Business includes analysis, reporting and
back office services provided by JAY Solutions and procurement
services provided by CapMan Procurement services (CaPS).
Fees from these services are primarily recognised over time.
Some of the contracts with customers related to the fund-
raising services earlier included in the Service Business include
a significant financing component. When determining the trans-
action price in these cases, the promised amount of consider-
ation is adjusted for the effects of the time value of money and
customer’s credit characteristics.
Carried interest income
Carried interest refers to the distribution of the profits of a
successful private equity fund among fund investors and the
fund manager responsible for the fund’s investment activities.
In practice, carried interest means a share of a fund’s cash flow
received by the fund manager after the fund has been trans-
ferred to carry.
The recipients of carried interest in the private equity indus-
try are typically the investment professionals responsible for a
fund’s investment activities. In CapMan’s case, carried interest
is split between CapMan Plc and funds’ investment teams. The
table of funds published in CapMan’s Annaul Reports details
CapMan Plc’s share of a fund’s cash flow if it is in carry.
CapMan applies a principle where funds transfer to carry
and carried interest income are based on realised cash flows,
not on a calculated and as yet unrealised return. As the level of
carried interest income varies, depending on the timing of exits
and the stage at which funds are in their life cycle, predicting
future levels of carried interest is difficult.
To transfer to carry, a fund must return its paid-in capital to
investors and pay a preferential annual return on this. The pref-
erential annual return is known as a hurdle rate, which is typi-
cally set between 7-10% IRR p.a. When a fund has transferred
to carry, the remainder of its cash flows is distributed between
investors and the fund manager. Investors typically receive 80%
of the cash flows and the fund manager 20%. When a fund is
generating carried interest, the fund manager receives carried
interest income from all of the fund’s cash flows, even if an exit
is made at below the original acquisition cost.
Revenue from carried interest is recognised when a fund has
transferred to carry and to the extent carried interest is based
on realised cash flows and management has estimated it being
highly probable that there is no risk of repayment of carried
interest back to the fund. Carried interest is recognised when
CapMan is entitled to it by the reporting date, a confirmation
on the amount has been received and CapMan is relatively
close to receiving it in cash.
Potential repayment risk of carried interest to the funds
(clawback)
Potential repayment risk to the funds (clawback) is considered
when assessing whether revenue recognition criteria have been
fulfilled. Clawback risk relates to a situation when, in conjunc-
tion with the liquidation of a fund, it is recognised that the Gen-
eral Partner has received more carried interest than agreed in
the fund agreement. These situations can occur, for example, if
there are recallable distributions or if representations and war-
ranties have been given by the vendor in the sale and purchase
agreement when the fund is towards the end of its lifecycle.
Potential repayment risk to the funds (clawback) is estimat-
ed by the management at each reporting date. The man-
agement judgment includes significant estimates relating to
investment exit timing, exit probability and realisable fair value.
The clawback risk is measured by using the expected value
method, i.e. by calculating a probability weighted average of
estimated alternative investment exit outcomes. The clawback
is an adjustment to the related revenue recognised and is
included in the current accrued liabilities in the consolidated
balance sheet.
Income taxes
Tax expenses in the consolidated income statement comprise
taxes on taxable income and changes in deferred taxes for the
financial period. Taxes are booked in the income statement
unless they relate to other areas of comprehensive income or
directly to items booked as equity. In these cases, taxes are
booked to either other comprehensive income or directly to
equity. Taxes on taxable income for the financial period are
calculated on the basis of the tax rate in force for the country
in question. Taxes are adjusted on the basis of deferred income
tax assets and liabilities from previous financial periods, if
applicable. The Group’s taxes have been recognised during the
financial year using the average expected tax rate.
Deferred taxes are calculated on temporary differences
between the carrying amount and the tax base. Deferred taxes
have only been recognised to the extent that it is probable that
taxable profit will be available against which the deductible
temporary differences can be utilised. The largest temporary
differences arise from the valuation of investments at fair value.
Deferred taxes are not recognised for non-tax deductible amor-
tisation of goodwill. Deferred taxes have been measured at the
statutory tax rates enacted by the balance sheet date and that
are expected to apply when the related deferred tax is realised.
60 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Items affecting comparability and alternative performance
measures
CapMan uses alternative performance measures, such as
Adjusted operating profit, to denote the financial performance
of its business and to improve the comparability between differ-
ent periods. Alternative performance measures do not replace
performance measures in accordance with the IFRS and are
reported in addition to such measures. Alternative performance
measures, as such are presented, are derived from perfor-
mance measures as reported in accordance with the IFRS by
adding or deducting the items affecting comparability and they
will be nominated as adjusted.
Items affecting comparability are, among others, material
items related to mergers and acquisitions or major develop-
ment projects, material gains or losses related to the acqui-
sition or disposals of business units, material gains or losses
related to the acquisition or disposal of intangible assets, mate-
rial expenses related to decisions by authorities and material
gains or losses related to reassessment of potential repayment
risk to the funds.
Use of estimates
The preparation of the financial statements in conformity
with IFRS standards requires Group management to make
estimates and assumptions in applying CapMan’s account-
ing principles. These estimates and assumptions have an
impact on the reported amounts of assets and liabilities and
disclosure of contingent liabilities in the balance sheet of the
financial statements and on the reported amounts of income
and expenses during the reporting period. Estimates have a
substantial impact on the Group’s operating result. Estimates
and assumptions have been used in assessing the impairment
of goodwill, the fair value of fund investments, the impairment
testing of intangible and tangible assets, in determining useful
economic lives and expected credit losses, and in reporting
deferred taxes, among others.
Valuation of fund investments
The determination of the fair value of fund investments using
the International Private Equity and Venture Capital Valuation
Guidelines (IPEVG) takes into account a range of factors,
including the price at which an investment was acquired, the
nature of the investment, local market conditions, trading val-
ues on public exchanges for comparable securities, current and
projected operating performance, and financing transactions
subsequent to the acquisition of the investment. These valua-
tion methodologies involve a significant degree of management
judgment. Because there is significant uncertainty in the valu-
ation of, or in the stability of, the value of illiquid investments,
the fair values of such investments as reflected in a fund’s net
asset value do not necessarily reflect the prices that would
actually be obtained when such investments are realised.
Valuation of fund investments is described in more detail in
the Note 31
Valuation of other investments
The fair value of growth equity investments is determined
quarterly by using valuation methods according to IPEVG and
IFRS 13. The valuations are based on forecasted cash flows or
peer group multiples. In estimating fair value of an investment,
a method that is the most appropriate in light of the facts, na-
ture and circumstances of the investment is applied. External
valuations are made at least once a year to verify the fair values
of growth equity investments.
Goodwill impairment test
Goodwill impairment test is performed annually. The most
significant assumptions related to the recoverable amount are
turnover growth, operating margin, discount rate and terminal
growth rate. Turnover growth and operating margin estimates
are based on the current cost structure and turnover generated
by the current customer base. Turnover is expected to grow
to the extent that can be reasonably supported by the current
personnel and other resources. This means such additional
turnover and costs included in the business plan that are relat-
ed to future expansion – and expected to be mainly visible as
new customers and increased headcount – have been removed
from the cash flow forecasts when preparing the goodwill
impairment test.
Goodwill impairment test is described in more detail in the
Note 14.
61 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
2021
€ (’000)
Management
company
business
Service
business
Investment
business Other Total
Management fees 36,585 36,585
Service fees 4,185 8,619 536 13,341
Carried interest 2,858 2,858
Turnover, external 43,629 8,619 536 52,784
Turnover, internal 242 664 -906
Other operating income 19 3 22
Personnel expenses, of which -19,989 -3,371 -866 -6,405 -30,632
Salaries and bonuses -19,989 -3,371 -866 -5,618 -29,845
Share-based payment -787 -787
Depreciation and amortisation -895 -340 -15 -226 -1,476
Other operating expenses -6,086 -1,004 -333 -2,545 -9,969
Internal service fees -3,708 -413 4,121 0
Fair value changes of investments 33,912 33,912
Operating profit (loss) 13,193 4,173 32,698 -5,422 44,642
Financial items -4,042
Income taxes -5,239
Profit for the period 35,362
Earnings per share, cents 21,9
Earnings per share, diluted, cents 21,4
Geographical distribution of
turnover:
Finland 29,379
Other countries 23,405
Total 52,784
2. Segment information
CapMan has three operating segments: the Management company business, Service business and
Investments business.
In its Management Company business, CapMan manages private equity funds and offers wealth
advisory services. Private equity funds are invested by its partnership-based investment teams.
Investments are mainly Nordic unlisted companies, real estate and infrastructure assets. CapMan
raises capital for the funds from Nordic and international investors. CapMan Wealth Services
offer comprehensive wealth advisory services related to the listed and unlisted market to smaller
investors, such as family offices, smaller institutions and high net worth individuals. Income from
the Management company business is derived from fee income and carried interest received from
funds. The fee income include management fees related to CapMan’s position as a fund manage-
ment company, fees from other services closely related to fund management and fees from wealth
advisory services.
In the Service business, CapMan offers procurement services to companies in Finland, Sweden
and the Baltics, through CapMan Procurement Services (CaPS) and technology-based analytics,
reporting and back office services through JAY Solutions to investors. In addition, Service business
included discontinued Scala Fund Advisory that offered private equity advisory and fundraising
services to private equity fund managers until the first half of 2020. Thereafter, income from the
Services business includes fees from CapMan Procurement Services (CaPS) and analytics and
reporting services (JAY Solutions).
Through its Investment business, CapMan invests from its own balance sheet in the private
equity asset class and mainly to its own funds. Income in this business segment is generated by
changes in the fair value of investments and realised returns following exits and periodic returns,
such as interest and dividends.
Other includes the corporate functions not allocated to operating segments. These functions
include part of the activities of group accounting, corporate communications, group management
and costs related to share-based payment. Other also includes the eliminations of the interseg-
ment transactions.
62 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
2020
€ (’000)
Management
company
business
Service
business
Investment
business Other Total
Management fees 28,995 28,995
Service fees 3,862 8,564 696 13,122
Carried interest 873 873
Turnover 33,730 8,564 696 42,989
Turnover, internal 780 -780
Other operating income 8 90 97
Personnel expenses, of which -13,922 -3,038 -338 -6,618 -23,916
Salaries and bonuses -13,922 -3,038 -338 -4,699 -21,997
Share-based payment -1,919 -1,919
Depreciation, amortisation and
impairment -820 -433 -249 -1,503
Other operating expenses -5,948 -1,196 -88 -2,496 -9,728
Internal service fees -3,545 -158 -15 3,718
Fair value changes of investments 4,398 4,398
Operating profit (loss) 9,502 4,608 3,958 -5,729 12,339
Financial items -3,120
Income taxes -2,941
Result for the period 6,278
Earnings per share, cents 3,3
Earnings per share, diluted, cents 3,3
Geographical distribution of
turnover:
Finland 20,159
Other countries 22,830
Total 42,989
2021
€ (’000)
Management
company
business
Service
business
Investment
business Other Total
Timing of revenue recognition:
Services transferred over time 39,845 8,619 536 49,001
Services transferred at a point
in time 3,783 3,783
Revenue from customer con-
tracts, external 43,629 8,619 536 52,784
2020
€ (’000)
Management
company
business
Service
business
Investment
business Other Total
Timing of revenue recognition:
Services transferred over time 32,274 6,754 696 39,724
Services transferred at a point
in time 1,456 1,810 3,266
Revenue from customer con-
tracts, external 33,730 8,564 696 42,989
3. Turnover
Revenue from contracts with customers include management fees, service fees and carried interest.
In addition to the segment information (see Note 2), information presented here depicts how
the nature, amount, timing and uncertainty of revenue are affected by economic factors and how
this disaggregation reconciles with the revenue of each reportable segment. Management and
service fee as well as carried interest in the Management company business is primarily related to
long-term contracts. Management and service fee is typically recorded over time, whereas transac-
tion fees included in service fees and separately disclosed carried interest is recognised at a point
in time. Revenue from the Service business is mainly based on short-term contracts and includes
primarrly fees recognised over time.
The below table disaggregates timing of revenue recognition by reportable segment into services
transferred over time and at a point in time. The below table also reconciles revenue from customer
contracts to external turnover by reportable segment.
63 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
4. Other operating income
€ (’000) 2021 2020
Other items 22 97
Total 22 97
5. Employee benefit expenses
€ (’000) 2021 2020
Salaries and wages 25,553 18,815
Pension expenses - defined contribution plans 3,564 2,669
Share-based payments 787 1,919
Other personnel expenses 728 513
Total 30,632 23,916
Remuneration of the management is presented in Note 30. Related party disclosures.
Cost for the stock options granted and investment-based incentive plan is based on the fair
value of the instrument. The counter-entry to the expenses recognised in the income statement is
in retained earnings, and thus has no effect on total equity. More information on the share-based
payments is disclosed in Note 29.
Average number of people employed
2021 2020
By country
Finland 125 112
Sweden 25 22
Denmark 5 6
Norway 1 0
Luxembourg 1 2
United Kingdom 4 4
In total 161 146
6. Depreciation
€ (’000) 2021 2020
Depreciation by asset type
Intangible assets
Other intangible assets 447 481
Total 447 481
Tangible assets
Machinery and equipment 65 64
Right-of-use assets, buildings (IFRS 16) 932 894
Right-of-use assets, machinery and equipment (IFRS 16) 32 64
Total 1,029 1,022
Total depreciation 1,476 1,504
No impairments have been recorded during reporting period and comparison period.
2021 2020
By segment*
Management company business 92 75
Service business 30 36
Investment business and other 39 35
In total 161 146
* Comparison period amounts adjusted based on the Group’s segment structure updated in 2021.
64 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
7. Other operating expenses
€ (’000) 2021 2020
Included in other operating expenses:
Other personnel expenses 1,062 775
Office expenses 542 529
Travelling and entertainment 542 391
External services 5,740 5,813
Other operating expenses 2,083 2,220
Total 9,969 9,728
Short-term lease expense (IFRS 16) 236 295
Expense for leases of low-value assets (IFRS 16) 134 98
Audit fees
Ernst & Young chain of companies:
€ (’000) 2021 2020
Audit fees 293 283
Tax advices 0 8
Other fees and services 10 20
Total 303 312
Non-audit services performed by Ernst & Young in 2021 was 10 (2020: 28) thousand euros in
total. The services consisted of other services amounting to 10 (20) thousand euros. During 2020
non-audit services also included tax advisory services amounting 8 thousand euros.
8. Adjustments to cash flow statement and
total cash outflow for leases
€ (’000) 2021 2020
Personnel expenses 787 1,919
Depreciation, amortisation and write-downs 1,476 1,503
Fair value gains/losses of investments -33,912 -4,398
Finance income and costs 4,042 3,120
Taxes 5,239 2,941
Other adjustments 32 -75
Total -22,337 5,009
Total cash outflow for leases (IFRS 16) -1,020 -1,008
9. Fair value gains/losses of investments
€ (’000) 2021 2020
Investments at fair value through profit and loss
Investments in funds 33,857 7,036
Market portfolio 55 -124
Investments in joint ventures 0 15
Other investments* 0 -2,529
Total 33,912 4,398
* In 2020, included a net loss of EUR 2.5 million from financial assets designated at fair value through profit or loss.
65 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
10. Finance income and costs
€ (’000) 2021 2020
Finance income
Interest income from loan receivables 171 271
Other interest income 0 4
Exchange gains 142 0
Change in fair value of financial liabilities 0 338
Total 313 613
Finance costs
Interest expenses for loans -3,390 -2,684
Change of expected credit losses 41 -101
Change in fair value of financial liabilities -414
Other interest and finance expenses -547 -607
Interest expense of lease liabilities (IFRS 16) -44 -66
Exchange losses 0 -274
Total -4,354 -3,732
11. Income taxes
€ (’000) 2021 2020
Current income tax 2,653 1,743
Taxes for previous years 155 -631
Deferred taxes
Temporary differences 2,431 1,829
Total 5,239 2,941
Income tax reconcilliation
Profit before taxes 40,600 9,219
Tax calculated at the domestic corporation
tax rate of 20% 8,120 1,844
Effect of different tax rates outside Finland 110 7
Tax exempt income -2,638 -189
Non-deductible expenses 219 49
Performance share plan 157 -131
Unrecognized tax assets on tax losses and
use of previously unrecognised tax losses -851 2,537
Taxes for previous years 155 -631
Reassesment of deferred tax liabilities 0 -573
Other differences -33 28
Income taxes in the Group Income Statement 5,239 2,941
66 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
12. Earnings per share
Basic earnings per share are calculated by dividing the distributable retained profit for the finan-
cial year by the average share issue adjusted number of shares, excluding shares that have been
purchased by the Company and are presented as the Company’s own shares. Diluted earnings per
share is calculated by adjusting the weighted average number of ordinary shares outstanding to
assume conversion of all dilutive potential ordinary shares.
2021 2020
Profit attributable to the equity holders of
the Company, € ('000) 34,320 5,142
Profit applied to calculate diluted earnings per share 34,320 5,142
Weighted average number of shares ('000) 156,580 155,797
Treasury shares ('000) -26 -26
Weighted average number of shares ('000) 156,553 155,771
Effect of share-based incentive plans ('000) 3,994 1,344
Weighted average number of shares adjusted for
the effect of dilution ('000) 160,547 157,114
Earnings per share (basic), cents 21.9 3.3
Earnings per share (diluted), cents 21.4 3.3
13. Tangible assets
€ (’000) 2021 2020
Machinery and equipment
Acquisition cost at 1 January 2,389 2,389
Additions 9 13
Transfers -51 0
Translation difference 0 1
Disposals 0 -14
Acquisition cost at 31 December 2,347 2,389
Accumulated depreciation at 1 January -2,118 -2,036
Depreciation for the financial year -65 -82
Accumulated depreciation at 31 December -2,183 -2,118
Book value on 31 December 164 271
Right-of-use assets
Machinery and equipment (IFRS 16)
Additions 12 42
Depreciations -32 -64
Book value on 31 December 24 44
Leased premises (IFRS 16)
Additions 194 190
Depreciations -932 -894
Book value on 31 December 1,543 2,281
Other tangible assets
Acquisition cost at 1 January 23 24
Disposals 0 -1
Book value on 31 December 23 23
Tangible assets total 1,754 2,619
67 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
14. Goodwill
€ (’000) 2021 2020
Acquisition cost at 1 January 28,009 28,009
Acquisition cost at 31 December 28,009 28,009
Accumulated impairment at 1 January -12,695 -12,695
Accumulated impairment at 31 December -12,695 -12,695
Book value on 31 December 15,314 15,314
Impairment test
Goodwill is tested for impairment at least annually and has been allocated to the cash-generating
units as follows:
€ (’000) 2021 2020
CapMan Wealth Services 7,412
JAY Solutions 7,428
JAM Advisors 14,840
Other 474 474
Total 15,314 15,314
In 2019, a reporting, analysis and wealth management company, JAM Advisors Oy, was acquired and
constituted a cash generating unit. Goodwill arising from the acquisition totalled EUR 14.8 million.
During 2020, JAM Advisors was divided into two business units, CapMan Wealth Services and JAY
Solutions, which constituted a group of cash generating units (“JAM Advisors”), on which goodwill
was allocated for impairment test purposes. As of 2021, CapMan Wealth Services was transferred to
Management Company Business segment, whereas JAY Solutions remains in Service Business seg-
ment. Therefore, goodwill has been re-allocated between CapMan Wealth Services and JAY Solutions
and was tested separately for impairment in the financial year ended 31 December, 2021.
Recoverable amounts of both CapMan Wealth Services and JAY Solutions is based on value-in-
use using five-year discounted cash flow projections based on a business plan approved by the
management. Future cash flows arising from additional turnover generated by increased personnel,
and thus extending the operations and enhancing the performance, have been excluded from the
cash flow projections applied in the impairment test. Cash flows for the period extending over the
planning period are calculated using the terminal value method. Key assumptions applied in the
impairment test are set forth in the following table.
2021 2020
€ (’000)
CapMan
Wealth
Services
JAY
Solutions
JAM
Advisors
Pre-tax discount rate 8.9% 10.6% 11.0%
Average turnover growth 18.3% 37.2% 12.5%
Average EBIT margin 48.1% 38.4% 34.0%
Terminal growth rate 1.0% 1.0% 0.8%
Based on the impairment test, goodwill allocated to CapMan Wealth Services or JAY Solutions was
not impaired. Of key assumptions, recoverable amount is most sensitive to changes in turnover
growth during the explicit forecasting period (5 years). Based on the sensitivity analysis, if turnover
growth during the explicit forecasting period would be 13 percentage points lower for CapMan
Wealth Services or 15 percentage points lower for JAY Solutions, recoverable amount would equal
the carrying amount of the respective cash-generating unit. At the moment, recoverable amount
exceeds carrying amount by EUR 38 million for CapMan Wealth Services and EUR 28 million for
JAY Solutions, and no reasonably possible change in any of the other key assumptions would lead
to impairment.
15. Other intangible assets
€ (’000) 2021 2020
Acquisition cost at 1 January 6,762 6,371
Additions 131 391
Transfers 51
Acquisition cost at 31 December 6,893 6,762
Accumulated depreciation at 1 January -6,037 -5,574
Depreciation for the financial year -447 -463
Accumulated depreciation at 31 December -6,484 -6,037
Book value on 31 December 459 725
68 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
16. Investments at fair value through profit or loss
Investments in funds
€ (’000) 2021 2020
Investments in funds at 1 January 116,066 115,918
Additions 19,750 17,869
Distributions -40,047 -24,746
Fair value gains/losses of investments 34,135 7,131
Transfers 107 -106
Investments in funds at 31 December 130,011 116,066
Investments in funds by investment area
at the end of period
Buyout 10,926 7,244
Credit 1,821 2,672
Russia 3,368 4,363
Real Estate 43,965 39,408
Other investment areas 21,265 16,172
Funds of funds 133 137
External private equity funds 37,990 29,658
Infra 10,543 16,412
Total 130,011 116,066
Investments in funds include the subsidiary, CapMan Fund Investments SICAV-SIF, with a fair value
of EUR 76.9 million.
Other financial assets
€ (’000) 2021 2020
Other investments at 1 January 191 2,731
Additions 202 6
Fair value gains/losses of investments 0 -2,546
Other investments at 31 December 393 191
17. Receivables - Non-current
€ (’000) 2021 2020
Trade receivables 5,661 6,148
Loan receivables 1,731 2,827
Interest receivables 135 109
Other receivables 2,539
Total 10,066 9,084
Non-current trade receivables are related to Scala’s fundraising and advisory services. Because of
the significant financing component related to these receivables, the promised amount of consider-
ation has been adjusted for the effects of the time value of money and the credit characteristics of
the customer. However, no contract assets are related to these customer contracts, as the Group’s
right to the amount of consideration is unconditional and subject only to the passage of time.
Loan receivables include EUR 1.1 million from Norum Russia Co-Investment Ltd, EUR 0.4 mil-
lion from Buyout X Guernsey Ltd, and EUR 0.2 million from CapMan Russia Team Guernsey Ltd.
Loan receivables do not include credit-impaired financial assets. Allowance for expected credit
losses of loan receivables is presented below separately for portion measured at an amount equal
to 12-month and lifetime expected credit losses. Loss allowance measured at an amount equal to
lifetime expected credit losses are wholly related to such loan receivables for which credit risk has
increased significantly since initial recognition.
€ (’000) 2021 2020
Loan receivables, gross 1,805 2,947
Loss allowance, 12-month ECL* -1 -3
Loss allowance, lifetime ECL* -73 -117
Loan receivables, net 1,731 2,827
*ECL = expected credit losses
Other non-currrent receivables include primarily receivables from sold investments, whose sale
proceeds will be partially received later.
69 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
18. Deferred tax assets and liabilities
Changes in deferred taxes during 2021:
€ (’000) 31.12.2020
Charged to
Income Statement
Translation
difference Charged in equity 31.12.2021
Deferred tax assets
Accrued differences 2,438 -602 0 0 1,836
Total 2,438 -602 0 0 1,836
Deferred tax liabilities
Accrued differences 643 -156 -2 97 582
Unrealised fair value changes 2,059 1,986 4,045
Total 2,702 1,830 -2 97 4,627
Changes in deferred taxes during 2020:
€ (’000) 31.12.2019
Charged to
ncome Statement
Translation
difference Charged in equity 31.12.2020
Deferred tax assets
Accrued differences 3,726 -1,288 0 0 2,438
Total 3,726 -1,288 0 0 2,438
Deferred tax liabilities
Accrued differences 974 -335 4 0 643
Unrealised fair value changes 1,182 877 2,059
Total 2,156 542 4 0 2,702
70 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
19. Trade and other receivables
€ (’000) 2021 2020
Trade receivables 6,002 6,267
Loan receivables 280 251
Accrued income 1,305 1,480
Other receivables 7,637 6,019
Total 15,224 14,017
Loss allowance for the expected credit losses of trade receivables, based on a provision matrix, is
presented below.
€ (’000) 2021 2020
Trade receivables, gross 6,076 6,323
Loss allowance -74 -56
Trade receivables, net 6,002 6,267
Expected credit losses of other receivables measured at amortised cost is insignificant, and other
receivables at amortised cost do not contain credit-impaired items.
With regards to contracts with customers, the Group’s right to the amount of consideration
is unconditional. Therefore, they are presented as receivables and no separate contract asset is
presented.
Loan receivables include mainly current loan receivables from related parties and other employees.
Accrued income includes mainly prepayments.
Other receivables mainly include unvoiced sale of services, costs to be re-invoiced, income tax
receivables and receivables related to sold financial assets.
Trade and other receivables by currency at the end of year
Trade and other receivables
Amount in
foreign currency Amount in euros proportion
EUR 17,356 69%
USD 7,906 6,980 28%
SEK 9,123 890 4%
GBP 18 21 0%
DKK 242 33 0%
NOK 81 8 0%
20. Financial assets at fair value through profit or loss
€ (’000) 2021 2020
Financial assets held for trading 0 312
Total 0 312
Remaining financial assets held for trading were sold during the financial year. At the end of the
previous financial year, they included investments to listed shares that were measured at fair value
by the last trade price on active markets on the balance sheet date.
71 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
21. Cash and cash equivalents
€ (’000) 2021 2020
Bank accounts 65,207 58,002
Total 65,207 58,002
Cash and cash equivalents only includes bank accounts. EUR 2.0 million of bank account balanc-
es is related to the launch of a new hotel real estate fund in 2019 and is not available for use by
the group.
22. Share capital and shares
€ (’000)
Number of
B shares Total
At 1 January 2020 153,728 153,728
Share subscriptions with options 702 702
Share subscription 2,002 2,002
At 31 December 2020 156,433 156,433
Share subscriptions with options 158 158
At 31 December 2021 156,591 156,591
€ (’000)
Share
capital
Share
premium
account
Other
reserves Total
At 1 January 2020 772 38,968 84,823 124,563
Share subscriptions with options 447 447
Repayment of capital -13,854 -13,854
At 31 December 2020 772 38,968 71,416 111,156
Share subscriptions with options 90 90
Repayment of capital -18,788 -18,788
At 31 December 2021 772 38,968 52,718 92,458
Other reserves
During the financial year and previous year, shares subscribed with option rights were recorded to
and repaid capital was deducted from the unrestricted equity fund. In addition, during the previous
financial year, in conjunction with the termination of the performance share plan 2018, 2,002,208
shares were granted in a directed share issue without payment.
The stock option programs and share-based incentive plans are presented in Note 29. Share-
based payments.
Translation difference
The foreign currency translation reserve includes translation differences arising from currency
conversion in the closing of the books for foreign units.
Dividends paid and proposal for profit distribution and repayment of capital
A dividend of EUR 0.02 per share and a repayment of invested unrestricted equity fund of EUR
0.12 per share, totalling EUR 21.9 million, was paid to the shareholders for the financial year
2020. Dividend and repayment of equity were paid in two equal instalments. The first instalment
of EUR 11.0 million was paid on 26 March, 2021, and the second instalment of EUR 11.0 million
was paid on 27 September, 2021.
The Board of Directors will propose to the Annual General Meeting to be held on 16 March
2022 that a dividend of EUR 0.04 per share, equivalent to a total of approx. EUR 6.3 million, and
a repayment of invested unrestricted equity fund of EUR 0.11 per share, equivalent to a total of
approx. EUR 17.2 million, would be paid to the shareholders. The aggregate amount of proposed
dividends and repayment of invested unrestriced equity fund would be approx. EUR 23.5 million,
and it is proposed to be paid in two instalments six months apart.
Redemption obligation clause
A shareholder whose share of the entire share capital or the voting rights of the Company reaches
or exceeds 33.3% or 50% has, at the request of other shareholders, the obligation to redeem his
or her shares and related securities in accordance with the Articles of Association of CapMan Plc.
Ownership and voting rights agreements
As at 31 December 2021 CapMan Plc had no knowledge of agreements or arrangements, related
to the Company’s ownership and voting rights, that were apt to have substantial impact on the
share value of CapMan Plc.
72 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Distribution of shareholdings by number of shares and
sector as at 31 December 2021
Shareholding
Number of
Owners %
Number of
shares %
1–1,000 18,211 64.57% 6,545,541 4.18%
1,001–10,000 8,665 30.72% 27,382,651 17.48%
10,001–100,000 1,156 4.10% 27,602,323 17.62%
100,001–500,000 75 0.27% 14,338,265 9.15%
500,001–1,000,000 11 0.04% 8,074,560 5.16%
1,000,001– 19 0.07% 66,909,348 42.72%
Anonymous ownership 65 0.23% 5,764,605 3.68%
Total 28,202 100.00% 156,617,293 100.00%
of which Nominee registered 9,436,636 6.03%
On the book-entry register joint
account 18,709 0.01%
Sector
Number of
shares and votes
%
Finnish Private Individuals 78,368,332 50.04%
Other 44,310,904 28.29%
Pension & Insurance 18,350,063 11.72%
Fund company 8,528,837 5.45%
Foundation 1,268,253 0.81%
Treasury Shares 26,299 0.02%
Anonymous ownership 5,764,605 3.68%
Total 156,617,293 100.00%
of which Nominee registered 9,436,636 6.03%
On the book-entry register joint account 18,709 0.01%
Source: EuroClear Finland Ltd, as at 31 December 2021. Figures are based on the total number of shares 156 617 293
and total number of shareholders 28,202. CapMan Plc had 26,299 shares as at 31 December 2021.
CapMan’s largest shareholders as at 31 December 2021
Number of
shares and votes
Proportion of
shares, %
Silvertärnan Ab
*
16,226,519 10.36%
Keskinäinen Eläkevakuutusyhtiö Ilmarinen 10,318,326 6.59%
Mikko Laakkonen 6,378,320 4.07%
OY Inventiainvest AB 4,286,860 2.74%
Keskinäinen työeläkevakuutusyhtiö Varma 3,675,215 2.35%
Joensuun Kauppa ja Kone Oy 3,289,502 2.10%
Vesasco Oy 3,088,469 1.97%
Valtion Eläkerahasto 2,500,000 1.60%
Nordea Rahastot 2,345,639 1.50%
Handelsbanken Rahastot 2,193,707 1.40%
Total 54,302,557 33.28%
Nominee registered 9,436,636 6.03%
Shareholdings of management 6,365,626 4.06%
*
Joakim Frimodig’s holding company Boldhold Oy is a minority owner in Silvertärnan Ab
CapMan has not received any flagging notifications during year 2021. An up-date information of
all flagging notifications can be found at www.capman.com
73 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
23. Interest-bearing loans and borrowings - Non-current
€ (’000) 2021 2020
Senior bonds 81,235 81,116
Capital loans 120 0
Lease liabilities (IFRS 16) 683 1,496
Total 82,038 82,612
In December 2020, CapMan issued unsecured notes in the aggregate principal amount of EUR
50 million and redeemed EUR 18.5 million of its EUR 50 million bond issued in April 2018, after
which the remaining balance of the latter amounts to EUR 31.5 million. The new bond issued in
2020 will mature on December 9, 2025 and carry a fixed annual interest of 4.000% paid annu-
ally. The bond issued in 2018 will mature on April 16, 2023 and carry a fixed annual interest of
4.125% paid semi-annually. Both loan agreements include covenants related to equity ratio.
24. Other non-current liabilities
€ (’000) 2021 2020
Acquisition related liabilities 7,183 6,769
Other liabilities 369 167
Total 7,552 6,936
Acquisition related liabilities consists of call and put options, which are measured at fair value
through profit or loss. The change of fair value is recorded as finance income or expense.
25. Trade and other payables - Current
€ (’000) 2021 2020
Trade payables 1,230 1,027
Advance payments received 1,200 343
Accrued expenses 10,947 6,204
Other liabilities 3,346 3,501
Total 16,722 11,075
The maturity of trade payables is normal terms of trade and don’t include overdue payments.
Advance payments received are liabilities based on customer contracts.
The most significant items in accrued expenses relate to accrued salaries and social benefit
expenses.
Trade and other liabilities by currency at end of year
Trade and other liabilities
Amount in
foreign currency Amount in euros Proportion
EUR 13,050 78%
SEK 26,811 2,616 16%
GBP 361 430 3%
DKK 4,058 546 3%
NOK 794 80 0%
26. Interest-bearing loans and borrowings - Current
€ (’000) 2021 2020
Short-term bank facility
Lease liabilities (IFRS 16) 930 888
Liabilities to non-controlling interests 40 20
Total 970 908
74 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
27. Financial assets and liabilities
Financial assets 2021
€ (’000) Note
Balance sheet
value Fair value
Investments at fair value through
profit or loss
Investments in funds 16 130,011 130,011
Other financial assets* 16 393 393
Loan receivables 17 1,731 1,731
Trade and other receivables 19 20,885 20,885
Financial assets at fair value 20 0 0
Cash and bank 21 65,207 65,207
Total 218,227 218,227
* Other financial assets consists of financial assets that are specifically classified as investments at fair value
through profit and loss.
Financial assets 2020
€ (’000) Note
Balance sheet
value Fair value
Investments at fair value through
profit or loss
Investments in funds 16 116,066 116,066
Other financial assets* 16 191 191
Loan receivables 17 2,827 2,827
Trade and other receivables 19 20,165 20,165
Financial assets at fair value 20 312 312
Cash and bank 21 58,002 58,002
Total 197,563 197,563
* Other financial assets consists of financial assets that are specifically classified as investments at fair value
through profit and loss.
Financial liabilities 2021
€ (’000) Note
Balance sheet
value Fair value
Non-current liabilities 23 82,038 82,038
Non-current operative liabilities 24 7,552 7,552
Trade and other liabilities 25 16,722 16,722
Current liabilities 26 970 970
Total 107,282 107,282
Financial liabilities 2020
€ (’000) Note
Balance sheet
value Fair value
Non-current liabilities 23 82,612 82,612
Non-current operative liabilities 24 6,936 6,936
Trade and other liabilities 25 11,075 11,075
Current liabilities 26 908 908
Total 101,531 101,531
75 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Net debt
€ (’000) 2021 2020
Cash and cash equivalents 65,207 58,002
Borrowings - repayable within one year -970 -908
Borrowings - repayable after one year -82,038 -82,612
Net debt -17,801 -25,518
Cash and cash equivalents 65,207 58,002
Gross debt - variable interest rates -1,653 -2,384
Gross debt - fixed interest rates -81,355 -81,136
Net debt -17,801 -25,518
Changes in liabilities arising from financing activities
€ (’000)
1 January,
2021 Cash flows Other changes
31 December,
2021
Non-current loans and borrowings 81,116 120 118 81,354
Non-current lease liabilities 1,496 -813 683
Current loans and borrowings 20 20 40
Current lease liabilities 888 -163 205 930
Total 83,520 -836 323 83,007
€ (’000)
1 January,
2020 Cash flows Other changes
31 December,
2020
Non-current loans and borrowings 49,718 31,398 81,116
Non-current lease liabilities 2,285 -789 1,496
Current loans and borrowings 130 -110 20
Current lease liabilities 809 -153 232 888
Total 52,942 30,346 232 83,520
28. Commitments and contingent liabilities
Securities and other contingent liabilities
€ (’000) 2021 2020
Contingencies for own commitment
Collateral 0 500
Business mortgage 60,000 60,000
Other contingent liabilities 2,365 2,271
Remaining commitments to funds by investment area
Buyout 35,871 38,895
Credit 2,438 1,476
Russia 1,066 1,117
Real Estate 10,558 12,330
Other investment areas 3,554 3,556
Funds of funds 245 246
Growth Equity* 11,298 14,021
Infra 4,952 19,506
Special Situations 3,135 0
CapMan Wealth Services funds 8,794 0
External private equity funds 8,429 17,913
Total 90,340 109,061
CapMan estimates that EUR 65-75 million of the remaining commitments will be called in the next
4 years, particularly due to unused investment capacity of the older funds.
76 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
29. Share-based payments
As at the balance sheet date, CapMan has an investment-based long-term share-based incentive
plan (“Share plan 2020-2023”) in force. The stock option program 2016 ended during the finan-
cial year. These programs are used to commit key individuals and executives to the company and
reinforce the alignment of interests of key individuals and executives and CapMan shareholders.
In the investment-based long-term share-based incentive plan the participants are committed to
shareholder value creation by investing a significant amount into the CapMan Plc share.
The investment-based long-term incentive plan includes one performance period. The perfor-
mance period commenced on 1 April 2020 and will end on 31 March 2023. The participants may
earn a performance-based reward from the performance period. The prerequisite for receiving
reward on the basis of the plan is that a participant acquires company’s shares or allocates
previously owned company’s shares up to the number determined by the Board of Directors. The
performance-based reward from the plan is based on the company share’s Total Shareholder
Return (TSR) and on a participant’s employment or service upon reward payment. The rewards
from the Plan will be paid fully in the company’s shares in 2023 and the plan is thus equity-
settled. The Board shall resolve whether new Shares or existing Shares held by the Company are
given as reward. The target group of the Plan consists of 20 persons, including the members of
the Management Group.
The fair value of the investment-based incentive plan 2020-2023 has been measured at the
grant date and is expensed on a straight-line basis over the vesting period. The fair value has been
calculated by applying a Monte-Carlo simulation, where the model inputs have included share
price at the grant date, expected annualised volatility over the tenure of the program, risk-free
interest rate, expected dividends and expected share rewards to be granted on different target
share price levels. The model simulates share price development during the performance period
and the resulting share rewards to be granted after reaching the share price levels defined in the
conditions of the plan. In addition, forfeiture rate has been incorporated into the measurement of
the fair value as a decreasing factor.
The fair value of the stock option programs has been measured at the grant date and is
expensed on a straight-line basis over the vesting period. Fair value of options at the grant date is
determined in accordance with the Black&Scholes option pricing model.
The total expense recognised for the period arising from share-based payment transactions
amounted to EUR 0.8 million. There were no liabilities arising from share-based payment transac-
tions. As at the balance sheet date, based on the closing price of CapMan’s share, it is estimated
that for the Share plan 2020-2023, the shares to be withheld and paid in cash to cover withholding
tax liabilities will amount to EUR 6.8 million.
Key information on the incentive-based incentive plan and stock option programs is presented
in the following tables.
Investment-based incentive plans
Share plan
2020–2023
Grant date 16.4.2020
Vesting period starts 16.4.2020
Vesting period ends 31.8.2023
Maximum number of share rewards granted during the period 405,000
Maximum number of share rewards at the end of the financial year 4,500,000
Grant date share price, EUR 1.764
Share price at the end of the period, EUR 3.035
Expected annualised volatility 27%
Assumed risk-free interest rate 0.0%
Present value of the expected dividends, EUR 0.45
Forfeiture rate assumption 10%
Increase in fair value of share premiums granted during the period 0.2
Fair value of the plan, EUR million 2.7
Expense recorded during the financial year, EUR million 0.8
Cumulative expense recorded for the plan, EUR million 1.3
Future cash payment related to withholding taxes, EUR million* -6.8
Number of participants in the plan 20
* Estimated for Share plan 2020-2023
77 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Stock option programs effective during the financial year
Stock option program 2016
Stock option 2016
Stock options, number 1,410,000
Entitlement to subscribe for B shares 1,410,000
Share subscription period begins 1.5.2019
Share subscription period ends 30.4.2021
Share subscription price Trade volume weighted
average price of the B share
on the Nasdaq OMX Helsinki
1.4.-31.5.2016 with an
addition of ten (10) per cent
less dividends i.e. €0.52
Assumptions used in the Black&Scholes model
Expected volatility 21.56%
Risk-free interest 0.0%
Changes in option rights during the financial year
Stock option program 2016
Stock option 2016
Initial amount of option rights, pcs 1,410,000
Amount of granted option rights, pcs 673,958
Outstanding at the beginning of the reporting period, pcs 145,873
Changes during the period:
Granted 0
Exercised 140,783
Weighted average subscription price, € 0.57
Weighted-average share price during
the subsicription period in the financial year 2.62
Outstanding at the end of the reporting period, pcs 0
Exercised by the end of the reporting period, pcs 668,868
78 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Group companies
Group
ownership of
shares, %
Parent
company
ownership of
shares, %
CapMan Plc, parent company Finland
CapMan Capital Management Oy Finland 100% 100%
CapMan Sweden AB Sweden 100% 100%
CapMan AB Sweden 100% 100%
CapMan (Guernsey) Limited Guernsey 100% 100%
CapMan Mezzanine (Guernsey) Limited Guernsey 100% 100%
CapMan (Guernsey) Buyout VIII GP Limited Guernsey 100% 100%
CapMan (Sweden) Buyout VIII GP AB Sweden 100% 100%
CapMan Classic GP Oy Finland 100% 100%
CapMan Real Estate Oy Finland 100% 100%
Dividum Oy Finland 100% 100%
CapMan RE I GP Oy Finland 100% 100%
CapMan RE II GP Oy Finland 100% 100%
CapMan (Guernsey) Life Science IV GP Limited Guernsey 100% 100%
CapMan (Guernsey) Technology 2007 GP Limited Guernsey 100% 100%
CapMan (Sweden) Technology Fund 2007 GP AB Sweden 100% 100%
CapMan Private Equity Advisors Limited Cyprus 100% 100%
CapMan (Guernsey) Russia GP Limited Guernsey 100% 100%
CapMan (Guernsey) Investment Limited Guernsey 100% 100%
CapMan (Guernsey) Buyout IX GP Limited Guernsey 100% 100%
CapMan Fund Investments SICAV-SIF Luxembourg 100% 100%
CapMan Mezzanine V Manager S.A. Luxembourg 100% 100%
CapMan (Guernsey) Buyout X GP Limited Guernsey 100% 100%
CapMan (Guernsey) Russia II GP Limited Guernsey 100% 100%
Maneq 2012 AB Sweden 100% 100%
CapMan Nordic Real Estate Manager S.A. Luxembourg 100% 100%
CapMan Buyout X GP Oy Finland 100% 100%
CapMan Endowment GP Oy Finland 100% 100%
CapMan Collection Oy Finland 100% 100%
CapMan Real Estate UK Limited Iso-Britannia 100%
Nest Capital 2015 GP Oy Finland 100% 100%
Dividum AB Sweden 100%
Valo Advisors Oy Finland 100% 100%
Group companies
Group
ownership of
shares, %
Parent
company
ownership of
shares, %
Valo Fund Management Oy Finland 100%
Kokoelmakeskus GP Oy Finland 100% 100%
Norventures Oy Finland 100% 100%
CapMan Growth Equity Oy Finland 100% 100%
CapMan Real Estate Manager S.A. Luxembourg 100% 100%
CapMan Infra Management Oy Finland 60% 60%
CapMan Infra Lux Management S.á.r.l. Luxembourg 60%
CapMan Growth Equity 2017 GP Oy Finland 100% 100%
Scala Fund Advisory Oy Finland 100% 100%
CapMan Nordic Infrastructure Manager S.á.r.l. Luxembourg 100% 100%
CapMan Infra Lynx GP Oy Finland 60%
CapMan Buyout XI GP S.á.r.l Luxembourg 100% 100%
CapMan AIFM Oy Finland 100% 100%
Nest Capital III GP Oy Finland 100% 100%
CapMan Procurement Services (CaPS) Oy Finland 95% 95%
CapMan Buyout Management Oy Finland 70% 70%
CapMan Hotels II Holding GP Oy Finland 100% 100%
JAY Solutions Oy Finland 60% 60%
CapMan Wealth Services Oy Finland 60% 60%
CapMan Growth Equity II GP Oy Finland 100% 100%
CapMan Special Situations GP Oy Finland 100% 100%
CapMan Special Situations Oy Finland 65% 65%
Nest Capital Management AB Sweden 100% 100%
CM III Feeder GP S.á.r.l. Luxembourg 100% 100%
CaPS Baltic OÜ Estonia 60%
Maneq 2010 AB Sweden 86% 86%
Maneq 2009 AB Sweden 100% 100%
Maneq 2008 AB Sweden 100% 100%
Maneq 2006 AB Sweden 100% 100%
Maneq 2005 AB Sweden 100% 100%
CapMan Residential Manager SA Luxembourg 60% 60%
CMRF Feeder GP S.á.r.l. Luxembourg 60%
CMRF Advisors Oy Finland 60% 60%
30. Related party disclosures
79 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Transactions with related parties
In 2021, CapMan Plc sold an ownership interest of 0.5% in CapMan Procurement Services (CaPS)
Oy, subsidiary of CapMan Plc, to Äkäs Capital Oy, a controlled entity of Maximilian Marschan,
member of the Management Group. The selling price was approximately EUR 50 thousand. In
2020, CapMan recorded fees, totalling approximately EUR 3 thousand, for financial and legal
services to Momea Invest Oy, a controlled entity of Olli Liitola, member of the Board of Directors
of CapMan Plc. Also, CapMan also recorded fees of EUR 12 thousand for consultancy services
to Heliocabala Oy, a controlled entity of Eero Heliövaara, member of the Board of Directors of
CapMan Plc.
Loans to related parties
CapMan has a long-term loan receivable of EUR 9 thousand from a management group member’s
controlling interest. The loan receivable has a fixed interest rate.
Commitments to related parties
€ (’000) 2021 2020
Investment commitments to Maneq funds 643
Loan commitment to a management group member's
controlling interest 66
Management remuneration
€ (’000) 2021 2020
CEO Joakim Frimodig
Salaries and other short-term employee benefits 376 362
Pension costs 65 62
Additional pension costs 38 36
Share-based payments 236 668
Total 715 1,128
Management group excl. CEO
Salaries and other short-term employee benefits 3,135 1,976
Share-based payments 382 942
Total 3,517 2,919
Remuneration and fees
€ (’000) 2021 2020
Andreas Tallberg 68 70
Johan Bygge as of March 17, 2021 34
Peter Ramsay until March 17, 2021 11 44
Mammu Kaario 55 55
Catarina Fagerholm 45 46
Eero Heliövaara 43 44
Olli Liitola 42 42
Johan Hammarén as of March 11, 2020 42 33
Total 341 334
Management remuneration includes members of the board, CEO and management group.
The CEO has a mutual notice period of six months and he will be entitled to a severance fee of
12 months’ salary, if his employment is terminated by the company.
The CEO and some of the Management Group members are covered by additional defined
contribution based pension insurance. The retirement age of the CEO is 63 years.
The Management Group members have allocated a total of 785,000 shares (745,000 shares in
2020) to the investment-based long-term incentive plan. The Management Group members were
not granted any stock options. The stock options granted to the management earlier are subject to
the same terms as for stock options granted to employees.
80 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
31. Financial risk management
The purpose of financial risk management is to ensure that the Group has adequate and effective-
ly utilised financing as regards the nature and scope of the Group’s business. The objective is to
minimise the impact of negative market development on the Group with consideration for cost-
efficiency. The financial risk management has been centralised and the Group’s CFO is responsible
for financial risk management and control.
The management constantly monitors cash flow forecasts and the Group’s liquidity position
on behalf of all Group companies. In addition, the Group’s principles for liquidity management
include rolling 12-month loan covenant assessments. The loan covenants are related to equity ratio
and net gearing. During the financial year all the loan covenants have been fullfilled.
The Group has a Monitoring team, which monitors the performance and the price risk of the in-
vestment portfolio (financial assets entered at fair value through profit and loss) independently and
objectively of the investment teams. The Monitoring team is responsible for reviewing the monthly
reporting and forecasts for portfolio companies. Valuation proposals made by the case investment
professionals are examined by the Monitoring team and subsequently approved by the Valuation
Committee, which comprises the Chairman of the Investee Committee, the Group CFO and Heads
of investment teams.
a) Liquidity risk
Cash inflow from operating activities consists of predictable management fees and fees from the
Service Business, as well as transaction-based fees and carried interest income, which are more
difficult to predict. Cash outflow from operating activities consists of payment of fixed costs,
interests and taxes, which are relatively well predictable in the short term. Liquidity management is
also significantly impacted by the timing of the capital calls to the funds and proceeds from fund
investments, which is difficult to predict. Therefore, the Group maintains a sufficient liquidity in
order to fulfill its commitments, which are more difficult to predict. Cash from financing activities
consist of proceeds from and repayment of borrowings, and payment of dividends and return of
capital.
“Management fees received from the funds and majority of fees from the Service Business
are based on long-term agreements and are targeted to cover the operational expenses of the
Group. Management fees and majority of fees from the Service Business are quite reliably
predictable for the coming 12 months. However, part of of the fees from the Service Business are
transaction-based and thus more difficult to forecast.
The timing and receipt of carried interest generated by the funds is uncertain and will contrib-
ute to the volatility of the results. Changes in investment and exit activity levels may have a sig-
nificant impact on cash flows of the Group. A single investment or exit may change the cash flow
situation completely and the exact timing of the cash flow is difficult to predict. Group companies
managing a fund may in certain circumstances, 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 applies 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 has no clawback liabilities recorded at the
balance sheet date.
CapMan has made commitments to the funds it manages. As at 31 December, 2021, the
undrawn commitments to the funds amounted to EUR 90.3 million (109.1) and the financing
capacity available (cash available for use and third party financing facilities) amounted to EUR
83.2 million (96.0).
In December 2020, CapMan issued unsecured notes in the aggregate principal amount of EUR
50 million and redeemed EUR 18.5 million of its EUR 50 million bond issued in April 2018, after
which the remaining balance of the latter amounts to EUR 31.5 million. The bond issued in 2020
will mature on 9 December, 2025 and carry a fixed annual interest of 4.000% paid annually. The
bond issued in 2018 will mature on 16 April, 2023 and carry a fixed annual interest of 4.125%
paid semi-annually. Both loan agreements include covenants related to equity ratio.
At the end of the financial year, CapMan has an unused long-term credit facility which was
decreased from EUR 40 million to EUR 20 million during the financial year. CapMan has not used
the credit facility during the financial year. The long-term credit facility agreement includes a cove-
nant related to net gearing.
81 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Maturity analysis
31 December 2021
€ (’000) Due within 3 months
Due between
3 and 12 months
Due between
1 and 3 years
Due between
3 and 5 years Due later
Bonds 31,520 50,000
Accounts payable 1,230
Interests, bonds 3,300 4,650 2,000
Company acquisitions liabilities 7,183
Commitments to funds 328 11,830 8,897 590 68,695
Commitments to Maneq -funds
Lease liabilities (IFRS 16) 237 686 689
31 December 2020
€ (’000) Due within 3 months
Due between
3 and 12 months
Due between
1 and 3 years
Due between
3 and 5 years Due later
Bonds 31,520 50,000
Accounts payable 1,027
Interests, bonds 3,300 5,950 4,000
Company acquisitions liabilities 6,769
Commitments to funds 4,417 10,819 8,971 84,211
Commitments to Maneq -funds 643
Lease liabilities (IFRS 16) 237 672 1,434 40
82 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
b) Interest rate risk
At the end of the financial year, interest-bearing liabilities have a fixed interest rate. Exposure
to interest rate risk arises principally from the long-term credit facility of EUR 20 million with a
floating interest rate. This facility was not used during the financial year. However, during the time
when the reference rate of the credit facility is negative, as it was in 2021, its effective interest rate
will in practice equal the agreed margin.
The senior bond issued in December 2020 has an annual coupon rate of 4.000% paid annually,
and the senior bond issued in April 2018 has an annual coupon rate of 4.125% paid semi-annually.
Loans according to interest rate
€ (’000) 2021 2020
Floating rate 0 0
Fixed rate 81,355 81,136
Total 81,355 81,136
c) Credit risk
Group’s credit risks relate to trade, loan and other receivables recognised at amortised cost. The
maximum credit loss of these receivables is the carrying amount of the receivable in question.
There are no collaterals relating to the receivables and there have been no credit losses in the past.
More information on the expected credit losses of receivables is presented in notes 17 and 19.
Group’s loan commitments are related to co-investment loans granted to team entities, which
they use in order to make co-investments to funds managed by the Group. Their credit risk is
deemed low, as the repayment is usually subject to distributions received from the funds.
d) Currency risk
Changes in exchange rates, particularly between the US dollar and and the euro, impact the
company’s performance, since a part of group’s fund investments and non-current accounts
receivables are in US dollar. Any strengthening/weakening of the dollar against the euro would
improve/weaken the fair values gains or US dollar fund investments and revenue related to US
dollar non-current accounts receivables.
The group also has assets in Swedish kronos therefore the changes in exchange rates between
the US dollar and the euro has also an impact to Group result.
CapMan has subsidiaries outside of the Eurozone, and their equity is exposed to movements
in foreign currency exchange rates. However, the Group does not hedge currency as the impact of
exposure to currency movements on equity is relatively small. The group is not exposed to signifi-
cant currency risks, because Group companies operate in their primary domestic markets.
As at 31 December, 2021, 88% of the Group’s financial assets were in euros, 10% in US dollars
2% in Swedish krona and under 1% in other currencies. The following table presents the fair val-
ues of the foreign currency denominated financial assets.
Financial assets denominated in foreign currencies, in euros
€ (’000) SEK USD
Other
currencies Total
2021 4,369 23,268 729 28,366
2020 5,101 19,796 2,396 27,293
83 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
e) Capital management
Group’s aim is to have an efficient capital structure that allows the company to manage its ongoing
obligations and that the business has the prerequisites for operating normally. The Return on
equity (ROE) and the Equity ratio are the means for monitoring capital structure.
The long-term targets and dividend policy of the Group have been confirmed by the Board of
Directors of CapMan Plc. The targets are based on profitability (ROE) and balance sheet. The
return on equity target is more than 20 per cent p.a. on average, and target for Equity ratio at least
60%. The company’s objective is to pay an annually increasing dividend to its shareholders.
At the balance sheet date, CapMan has two fixed-rate unsecured senior bonds outstanding, of
which EUR 50 million will mature on 9 December, 2025 and EUR 31.5 million will mature on 16
April, 2023. In addition, CapMan has a long-term credit facility of EUR 20 million available until 5
August, 2024, which was not in use at the balance sheet date.
The long-term credit facility agreement and senior bond agreeements include financial cove-
nants related to both equity ratio and net gearing.
€ (’000) 2021 2020
Interest-bearing loans 83,008 83,520
Cash and cash equivalents -65,207 -58,002
Net debt 17,801 25,518
Equity 127,394 113,266
Net gearing 14,0,% 22,5%
Return on equity 29,4,% 5,2%
Equity ratio 53,3,% 51,9%
f) Price risk of the investments in funds
The investments in funds are valued using the International Private Equity and Venture Capital
Valuation Guidelines. According to these guidelines, the fair values are generally derived by multi-
plying key performance metrics of the investee company (e.g., EBITDA) by the relevant valuation
multiple (e.g., price/equity ratio) observed for comparable publicly traded companies or transac-
tions. Changes in valuation multiples can lead to significant changes in fair values depending on
the leverage ratio of the investee company.
g) Determining fair values
Fair value hierarchy of financial assets measured at fair value
at 31 December 2021
€ (’000) Fair value Level 1 Level 2 Level 3
Investments in funds 130,011 236 0 129,776
Other non-current investments 393 368 0 25
Current financial assets
at FVTPL 0 0 0 0
The different levels have been defined as follows:
Level 1 Quoted prices (unjusted) in active markets for identical assets.
Level 2 Other than quoted prices included within Level 1 that are observable for the asset, either
directly (that is, as price) or indirectly (that is, derived from prices).
Level 3 The asset that is not based on observable market data.
Non-current investments at fair value through profit or loss
€ (’000) Level 1 Level 2 Level 3 Total
Investments in funds
at Jan 1 951 115,115 116,066
Additions 20,912 20,912
Distributions -23,542 -23,542
Disposals -16,505 -16,505
Fair value gains/losses 34,135 34,135
Transfers* -715 -339 -1,054
at the end of period 236 129,776 130,011
Other investments
at Jan 1 166 0 25 191
Additions 202 202
at the end of period 368 0 25 393
* Includes the change of cash and cash equivalents of the subsidiary CapMan Fund Investments SICAV-SIF,
classified as fund investments.
84 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Fair value hierarchy of financial assets measured at fair value
at 31 December 2020
€ (’000) Fair value Level 1 Level 2 Level 3
Investments in funds 116,066 951 0 115,115
Other non-current investments 191 166 0 25
Current financial assets at
FVTPL* 312 312 0 0
* fair value through profit or loss
The different levels have been defined as follows:
Level 1 Quoted prices (unjusted) in active markets for identical assets.
Level 2 Other than quoted prices included within Level 1 that are observable for the asset,
either directly (that is, as price) or indirectly (that is, derived from prices). Level 2 assets
measured at fair value consist of investments for which the quoted price is available from
markets that are not active. CapMan has measured level 2 investments using the last
trading price of the reporting period end.
Level 3 The asset that is not based on observable market data.
Non-current investments at fair value through profit or loss
€ (’000) Level 1 Level 2 Level 3 Total
Investments in funds
at Jan 1 738 115,180 115,180
Additions 17,869 17,869
Distributions -24,746 -24,746
Fair value gains/losses 7,131 7,131
Transfers* 213 -319 -106
at the end of period 951 115,115 116,066
Other investments
at Jan 1 166 2,565 2,731
Additions 6 6
Disposals 166 -166 0 0
Fair value gains/losses -2,546 -2,546
at the end of period 166 0 25 191
* Includes the change of cash and cash equivalents of the subsidiary CapMan Fund Investments SICAV-SIF,
classified as fund investments.
85 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Sensitivity analysis of Level 3 investments at 31 December 2021
Investment area
Fair value MEUR
31.12.2021
Valuation
methodology
Unobservable
inputs
Used input value
(weighted average)
Change in
input value
Fair value
sensitivity
Growth investments 19.0 Peer group
Peer group
earnings multiples EV/EBITDA 2021 12.6x +/- 10% +/- 1.6 MEUR
Discount to peer
group multiples 31% +/- 10% -/+ 0.8 MEUR
Buyout 10.9 Peer group
Peer group
earnings multiples EV/EBITDA 2021 8.2x +/- 10% + 3.8 / - 3.7 MEUR
Discount to peer
group multiples 30% +/- 10% +/- 1.9 MEUR
Real Estate 44.0
Valuation by an
independent valuer
Investments in external PE funds 38.1
Reports from PE fund
management company
Infrastructure 10.5
Discounted
cash flows
Terminal value EV/EBITDA 17.8x +/- 5% +/- 0.8 MEUR
Discount rate; market
rate and risk premium 13% +/- 100 bsp +/- 1.1 MEUR
Special Situations 1.9 Peer group
Peer group
earnings multiples EV/EBITDA 2021 16.0x +/- 10% +/- 0.1 MEUR
Discount to peer
group multiples 22% +/- 10% +/- 0.0 MEUR
Russia 3.4 Peer group
Peer group
earnings multiples EV/EBITDA 2021 12.3x +/- 10% + /- 0.3 MEUR
Discount rate; market
rate and risk premium 44% +/- 10% -/+ 0.2 MEUR
Credit 1.8
Discounted
cash flows
Discount rate; market
rate and risk premium
9% +/- 100 bsp
- 0.1 MEUR / value
increase based on a
change in the discount
rate is not booked
86 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Sensitivity analysis of Level 3 investments at 31 December 2020
Investment area
Fair value MEUR
31.12.2020
Valuation
methodology
Unobservable
inputs
Used input value
(weighted average)
Change in
input value
Fair value
sensitivity
Growth investments 13.9 Peer group
Peer group
earnings multiples EV/EBITDA 2020 13.9x +/- 10% +/- 1.6 MEUR
Discount to peer
group multiples 24% +/- 10% -/+ 0.6 MEUR
Buyout 7.2 Peer group
Peer group
earnings multiples EV/EBITDA 2020 11.5x +/- 10% + 2.1 / - 2.3 MEUR
Discount to peer
group multiples 21% +/- 10% +/- 0.5 MEUR
Real Estate 39.3
Valuation by an
independent valuer
Investments in external PE funds 29.8
Reports from PE fund
management company
Maneq-sijoitukset 1.6 Peer group
Peer group
earnings multiples EV/EBITDA 2020 8.1x +/- 10% + 0.2 /- 0.1 MEUR
Discount to peer
group multiples 22% +/- 10% - 0.0 /+ 0.1 MEUR
Infrastructure 16.4
Discounted
cash flows
Terminal value EV/EBITDA 15.9x +/- 5% +/- 1.8 MEUR
Discount rate; market
rate and risk premium 12% +/- 100 bsp -1.0 /+ 1.1 MEUR
Russia 4.4 Peer group
Peer group
earnings multiples EV/EBITDA 2020 10.7x +/- 10% +/- 0.4 MEUR
Discount rate; market
rate and risk premium 41% +/- 10% -/+ 0.3 MEUR
Credit 2.6
Discounted
cash flows
Discount rate; market
rate and risk premium
9% +/- 100 bsp
- 0.1 MEUR / value
increase based on a
change in the discount
rate is not booked
87 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
CapMan has made some investments also in funds that are not managed by CapMan Group com-
panies. The fair values of these investments in CapMan’s balance sheet are based on the valua-
tions by the respective fund managers. No separate sensitivity analysis is prepared by CapMan for
these investments.
The changes in the peer group earnings multiples and the peer group discounts are typically op-
posite to each other. Therefore, if the peer group multiples increase, a higher discount is typically
applied. Because of this, a change in the peer group multiples may not in full be reflected in the
fair values of the fund investments.
The valuations are based on euro. If portfolio company’s reporting currency is other than euro,
P&L items used in the basis of valuation are converted applying the average foreign exchange rate
for corresponding year and the balance sheet items are converted applying the rate at the time of
reporting. Changes in the foreign exchange rates, in CapMan’s estimate, have no significant direct
impact on the fair values calculated by peer group multiples during the reporting period.
The valuation of CapMan funds’ investment is based on international valuation guidelines that
are widely used and accepted within the industry and among investors. CapMan always aims at
valuing funds’ investments at their actual value. Fair value is the best estimate of the price that
would be received by selling an asset in an orderly transaction between market participants on the
measurement date.
Determining the fair value of fund investments for funds investing in portfolio companies is
carried out using International Private Equity and Venture Capital Valuation Guidelines (IPEVG).
In estimating fair value for an investment, CapMan applies a technique or techniques that is/are
appropriate in light of the nature, facts, and circumstances of the investment in the context of
the total investment portfolio. In doing this, current market data and several inputs, including the
nature of the investment, local market conditions, trading values on public exchanges for compa-
rable securities, current and projected operating performance, and the financial situation of the
investment, are evaluated and combined with market participant assumptions. In selecting the
appropriate valuation technique for each particular investment, consideration of those specific
terms of the investment that may impact its fair value is required.
Different methodologies may be considered. The most applied methodologies at CapMan
include the price of recent investments, which is typically applied in the case of new investments,
and the earnings multiple valuation technique, whereby public peer group multiples are used to
estimate the value of a particular investment. CapMan always applies a discount to peer group
multiples, due to e.g. limited liquidity of the investments. Due to the qualitative nature of the valu-
ation methodologies, the fair values are to a considerable degree based on CapMan’s judgment.
The Group has a Monitoring team, which monitors the performance and the price risk of the
investment portfolio (financial assets entered at fair value through profit or loss) independently and
objectively of the investment teams. The Monitoring team is responsible for reviewing the monthly
reporting and forecasts for portfolio companies. Valuation proposals made by the case investment
professionals are examined by the Monitoring team and subsequently reviewed and decided by
the Valuation Committee, which comprises the Group CFO, Head of Monitoring team and either
Risk Manager of the relevant fund or Head of the relevant investment team. The portfolio company
valuations are reviewed in the Valuation Committee on a quarterly basis. The valuations are back
tested against realised exit valuations, and the results of such back testing are reported to the
Audit Committee annually.
Investments in real estate are valued at fair value based on appraisals made by independent
external experts, who follow International Valuation Standards (IVS). The method most appropriate
to the use of the property is always applied, or a combination of such methods. For the most part,
the valuation methodology applied is the discounted cash flow method, which is based on signifi-
cant unobservable inputs. These inputs include the following:
Future rental cash inflows Based on the actual location, type and quality of the prop-
erties and supported by the terms of any existing lease,
other contracts or external evidence such as current market
rents for similar properties;
Discount rates Reflecting current market assessments of the uncertainty
in the amount and timing of cash flows;
Estimated vacancy rates Based on current and expected future market conditions
after expiry of any current lease;
Property operating expenses Including necessary investments to maintain functionality of
the property for its expected useful life;
Capitalisation rates Based on actual location size and quality of the properties
and taking into account market data at the valuation date;
Terminal value Taking into account assumptions regarding maintenance
costs , vacancy rates and market rents.
In the exceptional market situation caused by the COVID-19 pandemic, the increased volatility in
the publicly traded peer group market prices, exceptionally uncertain financial situation and future
outlook of portfolio companies and properties as well as the fluctuating market capitalisation
rates increase the uncertainty inherent in the valuations substantially compared with a normal
situation. Due to the current pandemic situation, management’s judgement is reflected in invest-
ment recorded at fair value, so that, for example, the discounts rate applied to valuations based on
peer group multiples have increased. In addition, the earnings and cash flow forecasts of investee
companies have generally been revised downwards, if this has been justified due to pandemic situ-
ation. For real estate properties, in addition to revised cash flow projections the independent exter-
nal appraisers have increased the discount rates especially concerning hotel and retail properties.
88 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
€ Note 1.1.–31.12.2021 1.1.–31.12.2020
Turnover 1 6,160,794.33 13,146,627.47
Other operating income 2 171,248.39 0.00
Raw materials and services 3 -312,181.99 -10,309,664.21
Employee benefit expenses 4 -5,425,486.62 -6,209,226.78
Depreciation 5 -99,902.75 -82,396.99
Other operating expenses 6 -3,120,533.38 -3,296,505.56
Operating loss -2,626,062.02 -6,751,166.07
Finance income and costs 7 721,167.76 4,277,339.27
Profit before appropriations and taxes -1,904,894.26 -2,473,826.80
Appropriations 8 8,449,936.42 5,405,000.00
Income taxes 1,981.20 -31,434.15
Loss for the financial year 6,547,023.36 2,899,739.05
Parent Company Income Statement (FAS)
89 • CAPMAN ANNUAL REPORT 2021 • PARENT COMPANY INCOME STATEMENT (FAS)
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
€ Note 1.1.–31.12.2021 1.1.–31.12.2020
ASSETS
Non-current assets
Intangible assets 9 94,242.75 92,537.36
Tangible assets 10 141,559.88 184,055.95
Investments 11
Shares in subsidiaries 110,727,424.33 117,885,122.13
Investments in associated companies 34,211.38 34,211.38
Other investments 10,558,185.53 12,446,125.49
Investments total 121,319,821.24 130,365,459.00
Non-current assets, total 121,555,623.87 130,642,052.31
Current assets
Inventories 12 0.00 312,181.99
Long-term receivables 13 2,766,557.73 3,619,196.64
Short-term receivables 14 33,083,540.33 30,352,127.62
Cash and bank 32,456,355.12 37,076,738.94
Current assets, total 68,306,453.18 71,360,245.19
Total assets 189,862,077.05 202,002,297.50
Parent Company Balance Sheet (FAS)
€ Note 1.1.–31.12.2021 1.1.–31.12.2020
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity 15
Share capital 771,586.98 771,586.98
Share premium account 38,968,186.24 38,968,186.24
Invested unrestricted shareholders' equity 49,671,049.95 68,369,002.56
Retained earnings 689,906.06 921,542.99
Profit for the financial year 6,547,023.36 2,899,739.05
Shareholders' equity, total 96,647,752.59 111,930,057.82
Liabilities
Non-current liabilities 16 82,933,766.44 82,654,621.87
Current liabilities 17 10,280,558.02 7,417,617.81
Liabilities, total 93,214,324.46 90,072,239.68
Total shareholders' equity and liabilities 189,862,077.05 202,002,297.50
90 • CAPMAN ANNUAL REPORT 2021 • PARENT COMPANY BALANCE SHEET (FAS)
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
€ 1.1.–31.12.2021 1.1.–31.12.2020
Cash flow from operations
Profit before extraordinary items 817,845 -2,473,827
Finance income and costs -3,443,907 -4,277,339
Adjustments to cash flow statement
Depreciation, amortisation and impairment 99,903 82,397
Depreciation of merger loss 0 592,576
Gain on sale of subsidiary shares -90,464 0
Change in net working capital
Change in current assets, non-interest-bearing -123,559 -931,272
Change in inventories 312,182 9,665,251
Change in current liabilities, non-interest-bearing 1,332,499 -526,697
Interest paid -3,231,057 -4,463,232
Interest received 302,332 386,988
Dividends received 5,137,929 9,396,712
Direct taxes paid 6,376 -2,227,740
Cash flow from operations 1,120,079 5,223,817
Cash flow from investments
Acquisition of subsidiaries -1,417,416 0
Cash of a dissolved or merged subsidiary 9,573 0
Investments in subsidiaries -11,729,576 -11,141,978
Sale of subsidiary shares 221,465 6,847
Capital reduction of subsidiaries 19,682,180 10,537,212
Investments in tangible and intangible assets -59,112 -13,112
Investments in other placements, net 1 185,032
Loan receivables granted -4,012,050 -7,209,893
Repayment of loan receivables 5,481,026 4,269,415
Cash flow from investments 8,176,091 -3,366,479
Parent Company Cash Flow Statement (FAS)
€ 1.1.–31.12.2021 1.1.–31.12.2020
Cash flow from financing activities
Share issue 90,303 446,907
Repayment of capital -18,788,256 -13,854,146
Proceeds from long-term borrowings 0 49,723,500
Repayment of long-term borrowings -18,480,000
Proceeds from short-term borrowings 0 20,000,000
Repayment of short-term borrowings -94,600 -24,148,946
Dividends paid -3,127,876 -6,154,943
Change in group liabilities 2,698,874 -1,528,656
Group contributions received 5,305,000 2,293,704
Cash flow from financing activities -13,916,554 8,297,421
Change in cash and cash equivalents -4,620,384 10,154,759
Cash and cash equivalents at beginning of year 37,076,739 26,921,980
Cash and cash equivalents at end of year 32,456,355 37,076,739
91 • CAPMAN ANNUAL REPORT 2021 • PARENT COMPANY CASH FLOW STATEMENT (FAS)
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
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.
Inventories
Inventories are stated at the lower of cost and net realizable
value. Cost is determined on a first-in first-out (FIFO) basis.
Listed shares, other securities, funds and bonds are measured
at the lower of cost and fair value. Unlisted shares and holdings
are recognized at lower of cost and probable realizable value.
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.
Non-current liabilities
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 31. Financial risk management.
Senior bonds maturing later than one year after the balance
sheet date are recorded as non-current liabilities at nominal
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.
92 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (FAS)
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
1. Turnover by area
€ 2021 2020
Sale of services
Finland 1,996,547 1,451,407
Foreign 3,797,075 1,311,576
Sale of securities in inventories 367,172 10,383,645
Total 6,160,794 13,146,627
2. Other operating income
€ 2021 2020
Gain on sale of subsidiary shares 171,248 0
Total 171,248 0
3. Raw materials and services
€ 2021 2020
Change in inventories -312,182 -9,717,088
Depreciation of the merger loss* 0 -592,576
Total -312,182 -10,309,664
* Norvestia Plc, subsidiary of CapMan Plc, merged to CapMan Plc on March 1, 2018. Item includes the depreciation
of the merger loss allocated to the carrying amount of the received securities in inventories.
4. Personnel
€ 2021 2020
Salaries and wages 4,684,192 5,394,823
Pension expenses 635,511 589,399
Other personnel expenses 105,783 225,004
Total 5,425,487 6,209,227
Management remuneration
Salaries and other remuneration of the CEO
Joakim Frimodig 376,060 1,415,321
Board members 340,554 334,266
Average number of employees 37 36
Management remuneration is presented in the Group Financial Statements Table 30. Related party
disclosures.
93 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (FAS)
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
5. Depreciation
€ 2021 2020
Depreciation according to plan
Other long-term expenditure 53,120 37,891
Machinery and equipment 46,782 44,506
Total 99,903 82,397
6. Other operating expenses
€ 2021 2020
Other personnel expenses 361,276 185,820
Office expenses 399,743 459,593
Travelling and entertainment 207,002 105,779
External services 1,798,776 1,833,840
Internal services 95,579 559,379
Other operating expenses 258,158 152,094
Total 3,120,533 3,296,506
Audit fees
Audit 96,340 98,061
Other fees and services 10,200 7,300
Total 106,540 105,361
7. Finance income and costs
€ 2021 2020
Dividend income
Group companies 5,743,329 8,782,604
Associated companies 0 614,108
Total 5,743,329 9,396,712
Other interest and finance income
Group companies 710,347 891,641
Others 583,781 230,692
Total 1,294,128 1,122,333
Interest and other finance costs
Impairment of shares and interests -2,717,801 -2,029,152
Write-down of receivables -7,451 0
Group companies -6,856 -93,816
Others -3,584,182 -4,118,737
Total -6,316,290 -6,241,705
Finance income and costs total 721,168 4,277,340
8. Appropriations
€ 2021 2020
Group contributions received 8,449,936 5,405,000
94 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (FAS)
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
9. Intangible assets
€ 2021 2020
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 2,622,692 2,622,692
Additions 54,826
Acquisition cost at 31 December 2,677,518 2,622,692
Accumulated depreciation at 1 January -2,530,155 -2,492,264
Depreciation for the financial period -53,120 -37,891
Accumulated depreciation at 31 December -2,583,275 -2,530,155
Book value on 31 December 94,243 92,537
Intangible rights total 94,243 92,537
10. Tangible assets
€ 2021 2020
Machinery and equipment
Acquisition cost at 1 January 1,211,699 1,198,587
Additions 4,286 13,112
Acquisition cost at 31 December 1,215,985 1,211,699
Accumulated depreciation at 1 January -1,050,383 -1,005,877
Depreciation for the financial period -46,782 -44,506
Accumulated depreciation at 31 December -1,097,165 -1,050,383
Book value on 31 December 118,820 161,316
Other tangible assets
Acquisition cost at 1 January 22,739 22,739
Book value on 31 December 22,739 22,739
Tangible assets total 141,559 184,055
95 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (FAS)
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
11. Investments
€ 2021 2020
Shares in subsidiaries
Acquisition cost at 1 January 116,845,122 119,207,203
Additions 19,498,370 11,141,978
Disposals -23,203,328 -11,544,059
Impairments -2,792,740 -1,960,000
Acquisition cost at 31 December 110,347,424 116,845,122
Shares in associated companies
Acquisition cost at 1 January 34,212 118,820
Disposals 0 -84,609
Acquisition cost at 31 December 34,212 34,211
Shares, other
Acquisition cost at 1 January 12,446,125 12,615,700
Additions 232,780 30,224
Disposals -2,120,720 -7,573
Impairment 0 -192,226
Acquisition cost at 31 December 10,558,186 12,446,125
Investments total 120,939,821 129,325,459
The subsidiaries and the associated companies are presented in the Notes to the Consolidated
Financial Statements, Table 30. Related party disclosures.
12. Inventories
€ 2021 2020
Shares in listed companies 0 312,182
Inventories, total 0 312,182
Market value of financial assets in inventories 0 312,182
Difference 0 0
13. Long-term receivables
€ 2021 2020
Receivables from Group companies
Capital loan receivables 380,000 1,040,000
Loan receivables 1,290,194 587,535
Other loan receivables 1,284,363 2,818,662
Accounts receivable 192,000 213,000
Long-term receivables total 3,146,558 4,659,197
96 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (FAS)
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
14. Short-term receivables
€ 2021 2020
Receivables from Group companies
Accounts receivable 74,618 0
Dividend receivables 322,270 322,270
Loan receivables 20,424,619 20,129,297
Other receivables 10,884,722 7,474,444
Total 31,706,230 27,926,011
Accounts receivable 630,773 673,977
Loan receivables 241,145 37,571
Other receivables 122,131 1,149,042
Accrued income 383,262 565,527
Short-term receivables total 33,083,540 30,352,128
15. Shareholders’ equity
€ 2021 2020
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 68,369,002 81,776,241
Invested unrestricted shareholders' equity, disposals -18,788,256 -13,854,146
Share subscriptions with options 90,303 446,907
Invested unrestricted shareholders' equity
at 31 December 49,671,050 68,369,002
Retained earnings at 1 January 3,821,282 7,078,941
Dividend payment -3,131,376 -6,157,398
Retained earnings at 31 December 689,906 921,543
Profit for the financial year 6,547,023 2,899,739
Shareholders' equity, total 96,647,753 111,930,057
Calculation of distributable funds
€ 2021 2020
Retained earnings 689,906 921,543
Profit for the financial year 6,547,023 2,899,739
Invested unrestricted shareholders' equity 49,671,050 68,369,002
Total 56,907,979 72,190,285
CapMan Plc´s share capital is divided as follows:
Number of shares 2021 2020
Series B share (1 vote/share) 156,617,293 156,458,970
97 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (FAS)
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
16. Non-current liabilities
€ 2021 2020
Senior bonds 81,238,545 81,132,735
Other non-current liabilities 1,695,221 1,521,887
Non-current liabilities total 82,933,766 82,654,622
17. Current liabilities
€ 2021 2020
Accounts payable 353,532 428,345
Liabilities to Group companies
Pohjola Bank plc; Group account 6,252,796 3,553,922
Accounts receivable 0 298,443
Accounts payable 15,009 71,085
Other liabilities 50,428 861,054
Accrued interests 0 40,074
Accrued expenses 89,537 89,537
Total 6,407,770 4,914,115
Other liabilities 1,341,514 920,061
Accrued expenses 2,177,741 1,155,097
Current liabilities total 10,280,558 7,417,618
18. Contingent liabilities
Leasing agreements
€ 2021 2020
Operating lease commitments
Within one year 113,746 83,179
After one but not more than five years 63,077 60,738
Total 176,823 143,917
Other hire purchase commitments
Within one year 529,955 525,151
After one but not more than five years 1,104,073 1,619,215
After five years
Total 1,634,028 2,144,366
Securities and other contingent liabilities
€ 2021 2020
Contingencies for own commitment
Enterprise mortgages 60,000,000 60,000,000
Investment commitments to Maneq funds 0 643,372
Investment commitments to other funds 245,040 246,478
Other contingent liabilities 2,347,089 2,240,880
Total 62,592,129 63,130,730
Contingencies for subsidiaries' commitments
Investment commitments 643,372 0
Guarantees as security for subsidiaries' commitments 0 500,000
Total 643,372 500,000
98 • CAPMAN ANNUAL REPORT 2021 • NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (FAS)
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Signatures to the Report of the Board of Directors
and Financial Statements
Andreas Tallberg Mammu Kaario
Chairman
Catarina Fagerholm Eero Heliövaara
Olli Liitola Johan Bygge
Joakim Frimodig Johan Hammarén
CEO
The Auditor’s Note
Our report has been issued today.
Helsinki 2022
Ernst & Young Oy
Audit firm
Ulla Nykky
Authorised Public Accountant
99 • CAPMAN ANNUAL REPORT 2021 • SIGNATURES TO THE REPORT OF THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
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 (busi-
ness identity code 0922445-7) for the year ended 31 Decem-
ber, 2021. The financial statements comprise the consolidated
balance sheet, statement of comprehensive income, statement
of changes in equity, statement of cash flows and notes, includ-
ing a summary of significant accounting policies, as well as the
parent company’s balance sheet, income statement, 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 Audi-
tor’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.
100 • CAPMAN ANNUAL REPORT 2021 • AUDITOR’S REPORT
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
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 52,8 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 also assessed the adequacy
of disclosures relating to the fee and com-
mission 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 finan-
cial statements and the Notes 16 and 31.
The Group’s investment portfolio
31.12.2021 amounts to 130,4 million eu-
ros. The investment portfolio includes main-
ly investments to the funds managed by
CapMan group companies. Determining the
fair value of funds and direct investments
to portfolio companies is carried out using
International Private Equity and Venture
Capital valuation guidelines (IPEV) and IFRS
and the fair values are based on estimated
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 as-
sumptions 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 pri-
vate 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 es-
tablished policies and determining if they
have been applied appropriately.
•
Reviewing and assessing the valuations
determined by CapMan or other party.
•
Assessing whether the International Pri-
vate Equity and Venture Capital Valuation
Guidelines and valuation methodology of
IFRS have been applied correctly.
In addition, we also assessed the adequacy
of disclosures relating to the non-liquid
investments.
101 • CAPMAN ANNUAL REPORT 2021 • AUDITOR’S REPORT
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Key Audit Matter
How our audit addressed
the Key Audit Matter
Valuation of goodwill
We refer to the accounting policies in the finan-
cial statements and the Note 14.
As of balance sheet date 31 December 2021,
the value of goodwill amounted to 15,3
million euros representing 6 % of the total
assets and 12 % of the total equity.
The valuation of goodwill is based on man-
agement’s estimate about the value-in-use
calculations of the cash generating units.
There are number of underlying 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 significant-
ly when the underlying assumptions are
changed and the changes in above-mentioned
individual assumptions may result in an
impairment of goodwill.
Valuation of goodwill was determined to
be a key audit matter because the assess-
ment process is judgmental, it is based on
assumptions relating to market or econom-
ic 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
•
approved 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.
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 prac-
tice, we exercise professional judgment and maintain profes-
sional 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
material 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 appropri-
ate in the circumstances, but not for the purpose of express-
ing an opinion on the effectiveness of the parent company’s
or the group’s internal control.
102 • CAPMAN ANNUAL REPORT 2021 • AUDITOR’S REPORT
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
•
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,
whether 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 disclosures 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
financial 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 responsible 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 14th, 2018 and our appointment represents a total
period of uninterrupted engagement of four 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 regula-
tions.
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 2nd, 2022
Ernst & Young Oy
Authorized Public Accountant Firm
Ulla Nykky
Authorized Public Accountant
103 • CAPMAN ANNUAL REPORT 2021 • AUDITOR’S REPORT
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Shares and shareholders
CapMan is a Nordic listed private assets man-
agement and investment company. The parent
company CapMan Plc’s share has been listed
on the Helsinki Stock Exchange (Nasdaq
Helsinki) since 2001. CapMan had 28 137
shareholders as of the end of 2021.
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 other distribution to shareholders.
CapMan had a total of 156 617 293 shares
as of 31 December 2021. CapMan’s shares
are included in the book-entry securities
register and have no nominal value. CapMan’s
share capital as of 31 December 2021 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 shareholders rather
than the ultimate owner. Foreign and nominee-
registered shareholders held a total of 6% 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 2021
CapMan’s objective is to pay an annually
increasing dividend to its shareholders. The
TYÖNUMERO 23
Holding and voting rights
by shareholder class
Persons discharging managerial
responsibilities 4.1%
Nominee registered shareholders
and other foreign ownership
(non-Finnish owners) 6.4%
Finnish institutions
and households 89.5%
500
400
300
200
100
0
2017 2018 2019 2021
2020
TYÖNUMERO 24
Market capitalisation, M€
475
362
258
217
362
42
36
30
24
18
12
6
0
-6
TYÖNUMERO 13
Jan Feb Mar Apr May Jun Jul Aug Sep Oct DecNov
Share price and index development in 2021
CapMan Plc CapMan Plc total return OMX Helsinki CAP PI OMX Helsinki CAP GI
Board of Directors will propose to the Annual
General Meeting that a distribution of €0.15
per share be paid to shareholders.
IR contacts
CapMan’s IR contacts are the joint respon-
sibility of the CEO, the CFO and the Com-
munications 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/
104 • CAPMAN ANNUAL REPORT 2021 • SHARES AND SHAREHOLDERS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
Information for shareholders
Annual General Meeting 2022
CapMan Plc’s Annual General Meeting 2022 will be held on
Wednesday 16 March 2022 at 10.00 a.m. EET at the CapMan
Group Head Office at the address Ludviginkatu 6 00130
Helsinki. All shareholders registered with the company’s list of
shareholders maintained by Euroclear Finland Oy on Friday 4
March 2022 are entitled to attend.
In order to curb the spread of the Covid-19 pandemic, the
General Meeting will be organized without shareholders’ and
their proxy representatives’ presence at the General Meeting
venue. Shareholders can participate in the General Meeting and
use their shareholder rights only by voting in advance (either
personally or through a proxy representative), by submitting
counterproposals in advance and by asking questions in
advance in the manner described below. Proxy representatives
must also vote in advance in the manner described below. 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 €0.15 per share, consisting of a dividend of
€0.04 per share and equity repayment of €0.11 per share, will
be paid for 2021.
CapMan Plc’s financial reporting in 2022
CapMan Plc will publish one half-year report and two interim
reports during 2022:
•
Interim Report for the period 1 January–31 March 2022 on
28 April 2022
•
Half-Year Financial Report for the period 1 January–30 June
2022 on 4 August 2022
•
Interim Report for the period 1 January–30 September 2022
on 27 October 2022
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 Kokfors, tel. +358 (0)9 5300 5337 and
Joni Sandvall, tel. +358 (0)9 5300 5484
105 • CAPMAN ANNUAL REPORT 2021 • INFORMATION FOR SHAREHOLDERS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
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 includ-
ed in the digital files 743700498L5THNQWVL66-2021-12-31-
en.zip of CapMan Oyj for the financial year 1.1. – 31.12.2021
to ensure that the financial statements are tagged with iXBRL
mark ups in accordance with the requirements of Article 4 of
EU Commission 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 ESEF RTS. This responsibility includes:
•
preparation of ESEF financial statements in accordance with
Article 3 of ESEF RTS
•
Tagging the consolidated financial statements included with-
in 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 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 ESEF financial statements are consistent with
the audited financial statements
The nature, timing and extent of the procedures selected de-
pend 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 state-
ment included in the ESEF financial statements of CapMan Oyj
for the year ended 31.12.2021 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 31.12.2021 is included in
our Independent Auditor’s Report dated 2.2.2022. In this re-
port, we do not express an audit opinion or any other assurance
on the consolidated financial statements.
Helsinki 21.2.2022
Ernst & Young Oy
Authorized Public Accountant Firm
Ulla Nykky
Authorized Public Accountant
106 • CAPMAN ANNUAL REPORT 2021 • INDEPENDENT AUDITOR’S REPORT ON CAPMAN OYJ’S ESEF CONSOLIDATED FINANCIAL STATEMENTS
Corporate
Governance
Report of the
Board of Directors
Group
Financial
Statements
WWW.CAPMAN.COM