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Corporate Governance Statement
CORPORATE GOVERNANCE
STATEMENT 2023
Governance Code 2020 for listed companies issued by the
Securities Market Association which entered into force on 1
January 2020 (the “Code”). CapMan complies with all of the
recommendations of the Code. This Corporate Governance
Statement (the “Statement”) has been prepared in compliance
with the Code’s Corporate Governance reporting guidelines, it
has been reviewed by the Audit and Risk Committee of CapMan’s
Board of Directors (the “Board”) and it is issued separately from
the report by the Board. CapMan’s corporate governance model
also follows the Finnish laws, the Articles of Association of the
company and the rules and directions of Nasdaq Helsinki Ltd.
The Code is publicly available on the website of the Securities
Market Association at www.cgfinland.fi/en. For further information
regarding CapMan’s corporate governance, please visit the
company’s website at capman.com/shareholders/governance/..
1. CapMan’s governance model
CapMan is a Finnish public limited liability company headquar-
tered 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
supported by the management group.
2. General Meeting of the shareholders and the Articles of
Association
The highest decision-making power at CapMan is held by the
General Meeting of shareholders. Among other things, the General
Meeting adopts the financial statements, decides on distribution
of assets based on the proposal of the Board, elects the members
of the Board and the auditor, decides on the discharge from
liability and on amendments to the Articles of Association. The
notice to the General Meeting, the documents to be presented
and the 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 2023, CapMan’s Annual General Meeting (AGM) was held
on 15 March in Helsinki. In total 126 shareholders representing
approximately 32 % of the registered share capital and voting
rights attended the meeting in person or by voting 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: capman.com/shareholders/governance/. .
3. Shareholders’ Nomination Board
CapMan Plc’s 2018 AGM decided to establish a Shareholders’
Nomination Board to prepare proposals concerning the election
and remuneration of the members of the Board to the General
Meeting. The AGM also adopted a Charter for the Nomination
Board. The 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, serving as an expert
member. As an expert member the Chairman of the Board of
CapMan Plc does not take part in the decision-making of the
Shareholders’ Nomination Board.
The following members were nominated to the Shareholders’
Nomination Board in September 2023: 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), Mikko Kalervo Laakkonen
and Erkka Kohonen (Senior Portfolio Manager, Varma Mutual
Pension Insurance Company). Additionally, Joakim Frimodig,
the Chairman of the Board of CapMan Plc, served as the expert
member on the Shareholders’ Nomination Board.
The Nomination Board convened three times in 2023. The
Nomination Board discussed, in particular, the size, composition
and diversity of the Board and the areas of expertise that are
deemed most beneficial for the company. The Nomination
Board also reviewed the remuneration of the Board and gave its
proposals to the Annual General Meeting on 2 February 2023.
The proposals were included in the notice to the Annual General
ANNUAL REPORT 2023 CORPORATE GOVERNANCE STATEMENT 15
significant shareholders.
The Board made an assessment on the independence of the
Board members in its organisational meeting on 15 March
2023. According to the assessment Johan Bygge, Catarina
Fagerholm, Mammu Kaario, Olli Liitola and Andreas Tallberg were
independent of both the company and its significant shareholders.
Joakim Frimodig was non-independent of the company due to
his CEO position in the company during the past 3 years. Joakim
Frimodig and Johan Hammarén were non-independent of the
company’s significant shareholder due to their memberships in
the Board of Directors of Silvertärnan Ab, which is a significant
shareholder of the company.
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 first table in this
statement.
4.4 Duties and responsibilities of the Board
Under the Finnish Companies Act and CapMan’s Articles of As-
sociation, 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 con-
trols of the company’s accounts and finances. One of the Board’s
key tasks is to approve, and monitor the progress of, the strategic
goals, including linking those to sustainability targets. The Board
has confirmed a written charter for its work, which describes the
main tasks and duties, working principles and meeting practices
of the Board, and an annual self-evaluation of the Board’s opera-
tions and working methods.
In accordance with the charter, the main duties of the Board were:
• to convene the General Meetings of shareholders
• to appoint and dismiss the CEO
• to supervise the management of the company
and Mammu Kaario as Vice Chair. Joakim Frimodig serves as a
full-time Chair of the Board, and his duties include execution of
CapMan’s business strategy together with the CEO, especially in
relation to significant growth initiatives and M&A transactions.
The biographical details of the Board members are presented in
the first table in this statement.
4.2 Diversity of the Board of Directors
The Shareholders’ Nomination Board shall take into account
the Board’s diversity principles and independence requirements
set forth in the Code when preparing the proposal on the Board
composition to the shareholders’ meeting. The company values
that its Board members’ 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 professional backgrounds and that the Board of
Directors as a whole has sufficient experience on an international
operating environment.
The company considers that the composition of its Board is
in its current form sufficiently aligned with the objectives set for
the diversity of the Board composition. In 2023 both genders
were represented in the Board (33 % women, 67 % men), the
members were between 45 and 67 years of age, their educational
backgrounds were relevant to the company’s operations, and
they had experience on both international and local operating
environments. The Shareholders’ Nomination Board does not
specifically review the inclusion of under-represented social
groups.
4.3 Independence of the Board members
The majority of the Board must be independent from the
company. At least two of the members that are independent
from the company shall also be independent of the company’s
Meeting, which was published as a stock exchange release.
The Charter of the Shareholders’ Nomination Board is available
on CapMan’s website capman.com/shareholders/governance/
nomination-board/
4. Board of Directors
4.1 Composition of the Board of Directors
All members of the Board are elected yearly by the Annual
General Meeting. There is no specific order for the appointment
of Board members in the Articles of Association. According to
the Articles of Association, the Board comprises at least three
and at most nine members, who do not have deputies. Members
are elected for a term of office, which starts at the close of
the Annual General Meeting at which they were elected and
ends at the close of the Annual General Meeting following their
election. The Board elects a Chair and a Vice Chair from among
its members. The Shareholders’ Nomination Board makes the
proposals on the composition of the Board 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.
Board members’ competencies relevant to the impacts of
the organisation are partly reported through disclosures of
Board members’ backgrounds and stakeholder representation is
reported through the disclosures and independence evaluation of
the Board members.
The Annual General Meeting held on 15 March 2023 elected
six members to the Board of Directors. Mr. Johan Bygge, Ms.
Catarina Fagerholm, Ms. Mammu Kaario, Mr. Olli Liitola and Mr.
Johan Hammarén were re-elected to the Board and Mr. Joakim
Frimodig was elected as a new member of the Board. Mr. Andreas
Tallberg had announced that he was not available for re-election.
At its organisational meeting on 15 March 2023, the Board
elected from among its members Joakim Frimodig as its Chair
ANNUAL REPORT 2023 CORPORATE GOVERNANCE STATEMENT 16
• to approve strategic and financial objectives
• to approve the budget
• to decide on the establishment of new CapMan funds and the
level of CapMan’s own commitments therein
• to decide on fund investments to other than CapMan funds and
direct investments exceeding EUR 5 million
• to decide on major changes in the business portfolio
• to ensure that the company has a proper organisation
• to ensure the proper operation of the management 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 there are appropriate arrangements in place to
secure that the business complies with applicable rules and
regulations
• to approve the key principles of corporate governance, internal
control, risk management as well as other essential policies and
practices
• to decide on the CEO’s remuneration as well as on the
remuneration policy of other executives and CapMan’s key
employees
• to confirm the central duties and operating principles of the
Board committees
The Chair of the Board ensures and monitors that the Board
fulfils the tasks appointed to it under legislation and by the com-
pany’s Articles of Association.
4.5 Work of the Board in 2023
In 2023, the Board of Directors met eight times. The Board had
seven meetings in the composition as elected by the 2023 AGM
and one meeting in the composition as elected by the 2022 AGM.
The Board evaluates its work, including sustainability matters,
annually. The evaluation is generally conducted as an internal self-
evaluation. Where deemed appropriate, external consultants may
be used in the evaluation.
The first table in this statement presents Board members’ at-
tendance at the meetings in 2023.
5. Board Committees
The Board may establish Committees to ensure efficient
preparation of the matters under its responsibility. The
Committees are established, and their members are elected from
among the members of the Board in the Board’s organisational
meeting to be held after the AGM for the same term as the Board.
The Committees shall consist of at least three members. The
charters for each committee shall be confirmed by the Board. The
Chairs of the committees report to the following Board meeting
on the topics discussed in the committee meetings. Also, the
materials presented, and the minutes of the committee meetings
are delivered to the Board for information. The committees
generally do not have autonomous decision-making power, but the
Board makes the decisions within its competence collectively.
In its organisational meeting held on 15 March 2023, CapMan’s
Board of Directors established an Audit and Risk Committee and
Remuneration Committee.
5.1 Audit and Risk Committee
The Audit and Risk Committee has been established to improve
the efficient preparation of matters pertaining to financial
reporting and controls.
The duties of the Audit and Risk Committee included:
• monitoring the financial position of the company
• monitoring and assessment of the financial reporting process
• monitoring and assessment of the company’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 Governance Statement
• monitoring the statutory audit of the financial statements and
consolidated financial statements
• evaluating the independence of the statutory 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 monitoring and
assessment of related party transactions
• monitoring and assessment of the processes 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 and
risk committee.
In addition, the Committee has introduced sustainability topics,
including the review of the materiality assessment, in its agenda
over the year following the company’s strategic objectives and
agenda.
The Board has in its organisational meeting on 15 March 2023
elected Mammu Kaario (Chair), Catarina Fagerholm and Johan
Bygge as members of the Audit and Risk Committee. In 2023, the
Committee convened five times. The table on this page presents
the Committee members’ attendance at the meetings.
All members of the Audit and Risk Committee were independent
of the company and its significant shareholders. All members
of the Audit and Risk Committee are experienced in demanding
positions in financial administration and business management
and they hold degrees suitable for Audit and Risk Committee
members.
ANNUAL REPORT 2023 CORPORATE GOVERNANCE STATEMENT 17
5.2 Remuneration Committee
The Remuneration Committee has been established to improve the
efficient preparation of matters pertaining to the remuneration
of the CEO and the rest of the management group as well as the
remuneration principles observed by the company.
The main duties of the Remuneration Committee in accordance
with the charter were to assist the Board by preparing the Board
decisions concerning:
• CEO remuneration
• company’s executive remuneration principles and remuneration
of individual executives as required
• company’s overall principles for total compensation structure
• Remuneration Policy and Report for the governing bodies.
The Committee further contributed to:
• securing the objectivity and transparency of the decision-
making regarding remuneration issues in the company
• systematic alignment of remuneration principles and practice
with the company strategy and long-term and short-term goals
(including sustainability goals)
The Board has in its organisational meeting on 15 March
2023 elected Joakim Frimodig (Chair), Catarina Fagerholm and
Olli Liitola as members of the Remuneration Committee. The
Committee convened twice in in 2023. Both meetings were held
with the composition elected by the Board in its organisational
meeting in 2022. The table below on page 7 presents the
Committee members’ attendance at the meetings.
Catarina Fagerholm and Olli Liitola are independent of the
company and its significant shareholders. Joakim Frimodig is
not independent of the company or its significant shareholder.
Further information on the independence of the Board members
is available in section 4.3.
Name Personal information
Shares and
share-based rights as of
31 Dec
2023
Attendance
at the Board
meetings
Attendance at
the Committee
meetings
Joakim
Frimodig*
Chair of the Board since 2023
Member of the Board since 2023
Born: 1978
Education: BA (Oxon)
Main occupation: Executive Chair of the Board of CapMan Plc
Chair of the Remuneration Committee
Expert member of the Shareholders’ Nomination Board
Non-independent of the company and significant shareholder
1,159,168 7/7 Remuneration
Committee:
0/0
Nomination Board:
2/2
Andreas
Tallberg**
Chair 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
Chair of the Remuneration Committee
Expert member of the Shareholders’ Nomination Board
Independent of the company and significant shareholders
11,530 1/1 Remuneration
Committee:
2/2
Nomination
Board:
1/1
Johan
Bygge
Member of the Board since 2021
Born: 1956
Education: BA (Econ.)
Main occupation: Board professional
Member of the Audit and Risk Committee
Independent of the company and significant shareholders
28,500 8/8 Audit and Risk
Committee:
5/5
Catarina
Fagerholm
Member of the Board since 2018
Born: 1963
Education: M. Sc. (Econ.)
Main occupation: Board professional
Member of the Audit and Risk Committee and Remuneration Committee
Independent of the company and significant shareholders
73,011 8/8 Audit and Risk
Committee: 5/5
Remuneration
Committee: 2/2
Johan
Hammarén
Member of the Board since 2020
Born: 1969
Education: LL.M., Bachelor of Science (Econ.)
Main occupation: Managing Director, Oy Hammarén & Co Ab, board professional
Independent of the company and non-independent of the significant shareholder
0 8/8
Mammu
Kaario
Member of the Board since 2017
Born: 1963
Education: LL.M., MBA
Main occupation: Board professional
Chair of the Audit and Risk Committee
Independent of the company and significant shareholders
38,071 8/8 Audit and Risk
Committee:
5/5
Olli
Liitola
Member of the Board since 2019
Born: 1957
Education: M.Sc. (Tech.).
Main occupation: Board professional
Member of the Remuneration Committee
Independent of the company and significant shareholders
750,000 8/8 Remuneration
Committee:
2/2
Board of Directors in 2023
* A member and Chair of the Board as of the AGM held on 15 March 2023.
** A member and Chair of the Board until the AGM held on 15 March 2023
In addition, Andreas Tallberg’s controlling interest company Oy Nissala Ab and closely associated company Oy G.W. Sohlberg Ab, Johan Hammarén’s controlling interest company Oy Hammarén & Co, Olli Liitola’s controlling interest company Momea Invest
Oy and Joakim Frimodig’s controlling interest company Boldhold Oy are minority owners in Silvertärnan Ab, which owns 14.3% of the shares in CapMan Plc.
ANNUAL REPORT 2023 CORPORATE GOVERNANCE STATEMENT 18
6. Chief Executive Officer (CEO)
Pia Kåll (born 1980, M.Sc. (Eng.)) was appointed as the CEO
of CapMan as of 15 March 2023. In 2022, CapMan’s CEO was
Joakim Frimodig (born 1978, BA (Oxon)) until 15 March 2023.
Kåll’s and Frimodig’s shares and share-based rights and those of
the companies over which they exercise control are presented in
the table on this page.
The Board elects the company’s CEO. The terms and conditions
of the CEO’s service are specified in writing in the CEO’s service
contract, which is approved by the Board. The CEO manages and
supervises the company’s business operations according to the
Finnish Companies Act and in compliance with the instructions
and authorisations issued by the Board. The CEO shall see to
it that the accounts of the company are in compliance with the
law and that its financial affairs have been arranged in a reliable
manner. Generally, the CEO is independently responsible for the
operational activities of the company and for day-to-day decisions
on business activities and the implementation of these deci-
sions. The CEO appoints the heads of business areas. The Board
approves the recruitment of the CEO’s immediate subordinates.
The CEO cannot be elected as Chair of the Board.
7. Management Group
The main tasks of the Management Group consist of (i)
coordination of team strategy, fundraising, resources,
sustainability as well as coordination of marketing and brand,
(ii) implementation of decisions by the Board and the CEO/
Management Group, (iii) supporting decision-making through
providing information and active participation, and (iv) sharing
information within the teams and implementing decisions as
agreed in the Management Group. The composition of the
Management Group, responsibilities and the shares and share-
based rights of the members of the Management Group and of
the companies over which they exercise control in the end of the
financial year of 2023 are presented in the table.
Management Group in 2023
Name Responsibilities Personal information Shares and share-based rights on
31 Dec 2023
Pia Kåll
CEO as of 15 March 2023, Head of CapMan Buyout until 15
March 2023
Born: 1980
Education: M.Sc. (Eng.)
Shares: 274,025
Joakim Frimodig
Until 15 March 2023
CEO Born: 1978
Education: BA (Oxon)
Shares: 1,159,168
Anna Berglind
Head of People and Culture Born: 1974
Education: M.Sc. (Soc.)
Shares: 264,165
Atte Rissanen
CFO Born: 1987
Education: M. Sc. (Econ.)
Shares: 268,493
Heidi Sulin
COO Born: 1979
Education: LL.M.
Shares: 137,675
Christian Borgström
Until 1 September 2023
Head of CapMan Wealth Services Born: 1971
Education: M.Sc. (Econ.)
Shares: 843,000
Mika Koskinen
As of 1 September 2023
Head of CapMan Wealth Services Born: 1967
Education: Lic.Sc. (Econ.)
Shares: 0
Antti Kummu
Head of CapMan Growth Equity Born: 1976
Education: M.Sc. (Econ.), CFA
Shares: 59,744
Maximilian Marschan
Head of CaPS Born: 1974
Education: M.Sc. (Econ.)
Shares: 201,300
Mika Matikainen
Head of CapMan Real Estate Born: 1975
Education: M. Sc. (Econ), M.Soc.Sc
Shares: 186,525
Anna Olsson
As of 15 March 2023
Head of Sustainability Born: 1982
Education: M.Soc.Sc.
Shares: 40,000
Ville Poukka
Head of CapMan Infra Born: 1981
Education: M.Sc. (Econ.)
Shares: 277,296
Mari Simula
Head of Fund Investor Relations Born: 1982
Education: M.Sc. (Tech.)
Shares: 397,017
Antti Uusitalo
As of 15 March 2023
Head of Special Situations Born: 1982
Education: M.Sc. (Econ.)
Shares: 12,000
* In addition, Joakim Frimodig’s controlling interest company Boldhold Oy is a minority owner in Silvertärnan Ab, which owns 14.3% of all shares in CapMan Plc.
ANNUAL REPORT 2023 CORPORATE GOVERNANCE STATEMENT 19
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, processes, 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 guidelines which are approved and updated by the
management and/or the Board of Directors of the company.
CapMan’s internal control and risk management concerning
financial reporting is designed to provide, inter alia, reasonable
assurance concerning the reliability, comprehensiveness and
timeliness of the financial reporting and the preparation of
financial statements in accordance with applicable laws and
regulations, generally accepted accounting principles and
other requirements for listed companies. The objective is also
to promote good corporate governance and risk management
practices and to ensure the compliance with laws, regulation and
CapMan’s internal policies.
9.1 General description of the financial reporting process
CapMan’s operating model is based on having a local presence
in Finland, Sweden, 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.
Financial information is assembled, captured, analysed, and
distributed in accordance with existing processes and procedures.
The group has a common reporting and consolidation 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 quarterly to the group accounting
to be entered to the group reporting system for consolidation. The
reported figures are reviewed in subsidiaries as well as in group
accounting. Group accounting also monitors the balance sheet
and income statement items by analytically reviewing the figures.
The consolidated accounts of CapMan are prepared in 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 and Risk
Committee 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
financial reporting process, overview of sustainability (including
climate) risks and monitoring the efficiency of the company’s
internal control. The Audit and Risk 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 responsible for the
implementation of internal control and risk management
processes and for ascertaining their operational effectiveness. The
management is also responsible for ensuring that the company’s
accounting practices comply with laws and regulations and that
the company’s financial and sustainability matters are managed in
a reliable and consistent manner.
The CEO leads the risk management process by defining and al-
locating responsibility areas. The CEO has nominated the group’s
COO as risk manager to be in charge of coordinating the overall
risk management process. The risk manager reports to the Audit
and Risk Committee on matters concerning internal control and
risk management. The management has allocated responsibility
for establishing more specific internal control policies and proce-
dures to personnel in charge of different functions. The group’s
management and accounting departments possess appropriate
levels of authority and responsibility to facilitate 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 financial reporting. The risk assessment
process is designed to identify financial reporting risks and
to determine how these risks should be managed. The risk
assessment process also considers sustainability risks that relates
to material financial outcomes. Control activities based on risk
assessments are determined for all levels of the organisation.
These activities include guidelines and instructions, approvals,
ANNUAL REPORT 2023 CORPORATE GOVERNANCE STATEMENT 20
authorisations, verifications, reconciliations, analytical reviews,
and segregation of duties.
In the annual risk assessment process of the group, the
identified risks are reviewed, the risk management control
activities are mapped and the effects of potential new identified
risks are evaluated. The objectives and responsibilities of the risk
management process as well as the determination of the risk-
appetite were reviewed during 2023.
9.4 Information and communication pertaining to the financial
reporting
CapMan has defined the roles and responsibilities pertaining
to financial reporting as a part of the group’s information and
communication practices. External and internal information
regarding financial reporting and its internal control is gathered
systematically, and relevant information on the group’s
transactions is provided to the management. Up-to-date
information relevant for the financial reporting is presented in a
timely manner to the relevant functions such as the Board and
the Management Group. All external communications are carried
out in accordance with the group disclosure policy, which is
available on the company’s website: capman.com/shareholders/
governance/policies/
9.5 The organisation and monitoring of internal control activities
To ensure the effectiveness of internal control pertaining to
financial reporting, monitoring 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. Separate internal audit assignments are initiated by the
Board or management. The scope and frequency of separate
evaluations depend primarily on the assessment of risks and the
effectiveness of ongoing monitoring procedures. Internal control
deficiencies are reported to the management, and serious matters
to the Audit and Risk 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, impairment and cash flow checks as well as control of
IFRS and other applicable regulatory changes. The Audit and Risk
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 and Risk Committee
monitors in more detail, among others, the reporting process
(including the management’s discretionary evaluations), risk
management, internal control and audit.
The Risk and Valuations team, which is independent from the
investment teams, is responsible for the quarterly valuation
process, monitoring and forecasting fair value movements and
preparing the models for and calculating carried interest income
for the funds under the management of the Group.
CapMan’s subsidiaries holding a license to act as alternative
investment fund manager or investment firm granted by the
Finnish Financial Supervisory Authority, have separate risk
management and internal audit functions as required by
applicable laws.
The compliance function oversees that the operations of
the CapMan group comply with regulation and that the group
companies will adopt the relevant new regulations promptly.
10. Other information
10.1 Procedures related to insider administration
CapMan complies with the Market Abuse Regulation’s (“MAR”,
596/2014) rules on managers’ transactions and insider
management and the guidelines for insiders issued by Nasdaq
Helsinki. In addition, CapMan has its own internal policy
regarding insider management. The group’s compliance function
is responsible for insider administration and shall e.g. monitor
that employees comply with insider rules and trading restrictions,
maintain project-specific insider lists, arrange internal trainings
for employees on insider rules and on disclosure responsibilities
of listed companies.
CapMan maintains an internal, non-public list on managers
and persons closely associated with them, which are, according
to MAR, obliged to disclose all transactions made with financial
instruments issued by CapMan. CapMan has determined the
members of the Board and the Management Group (including
the CEO) as managers defined in the MAR (hereinafter
“Manager(s)”). Each Manager has been instructed to inform
the persons closely associated with them about the obligation
to disclose transactions. CapMan publishes a release on each
transaction which has been executed by a Manager or his/her
closely 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
annually published as a part of the Annual Report.
CapMan maintains project-specific insider lists for the projects,
as set out in MAR, which may have a significant effect on the
prices of the financial instruments issued by CapMan. These
project-specific insider lists are drafted and maintained in
accordance with the MAR and CapMan’s internal policies and
are established following a decision to delay the disclosure of
inside information. The persons added to the project-specific
list and other persons who possess inside information related to
CapMan, are advised not to trade in financial instruments issued
by CapMan. Prior to trading in CapMan’s financial instruments,
each manager and employee is obliged to personally assess
whether he/she is in the possession of inside information related
to CapMan.
CapMan’s Managers (as defined above) or employees who
ANNUAL REPORT 2023 CORPORATE GOVERNANCE STATEMENT 21
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. CapMan’s
Managers and employees have been instructed to inform their
closely associated persons regarding closed periods and trading
restrictions on CapMan’s financial instruments during the closed
period. According to the internal trading pre-approval procedure,
the Managers of CapMan group are obliged to request a written
pre-approval from the group’s compliance function before trading
in financial instruments issued by CapMan.
10.2 Whistleblowing
CapMan has a whistleblowing channel for personnel which offers
a possibility to alert CapMan about suspicions of misconduct
in confidence and/or anonymously. The channel is available on
the company’s intranet. During 2023, one whistleblowing report
was received. The report was processed in accordance with the
company’s whistleblowing process.
In February 2023, CapMan also introduced an external
whistleblowing channel on the company’s website for all
stakeholders. Both internal and external channels help CapMan
to promote responsible business practices. Reporting through the
channels is secured and reports may be submitted anonymously.
10.3 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 company’s customary reporting and control processes and
the relevant persons are instructed of the related party matters.
The company maintains a list of its related parties and related-
party transactions are reported in the financial statements, and
significant related-party transactions published as stock exchange
releases, in accordance with applicable rules and regulations.
10.4 Audit fees
Ernst & Young Oy, authorised public accountants, acted as auditor
of the company in 2023. Ms. Kristina Sandin, APA, acted as
the lead auditor. The audit fees paid to the auditor amounted to
371,000 euros (361,000 euros 2022) and the fees related to other
non-audit related services amounted to 90,000 euros (12,000 in
2022).
10.5 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 operations has been outsourced to an external service
provider.
ANNUAL REPORT 2023 CORPORATE GOVERNANCE STATEMENT 22
Report of the Board of Directors
We govern by
our values
Report of the Board of Directors
CONTENTS
We build better managed
and financially stable
organisations to
contribute to overall
economic wellbeing
Report of the Board of Directors .. 23
Shares and shareholders ........ 31
Calculation of Key Ratios ....... 32
Key figures .................. 33
24
Report of the Board of Directors
Group turnover and result in 1–12 2023
CapMan Group’s turnover totalled MEUR 59.4 in the period
spanning 1 January–31 December 2023 (1 January–31
December 2022: MEUR 67.5). The 12 per cent decrease in
turnover was due to lower carried interest income and lower
service income compared to 2022. Management fees remained
at level with 2022.
Expenses were MEUR 48.6 (MEUR 51.0) in total and
consisted of material and services, personnel expenses,
depreciations and amortisations, and other operating expenses.
The decrease in expenses was mainly due to lower salaries and
compensation while other expenses remained at level with the
comparison period. Expenses related to material and services
were MEUR 1.9 (MEUR 1.0). Personnel expenses, including
employer contributions, were MEUR 33.9 (MEUR 34.6).
Depreciations and amortisations were MEUR 1.5 (MEUR 4.2).
Other operating expenses amounted to MEUR 11.4 (MEUR 11.2).
Operating expenses less items affecting comparability were
MEUR 46.6 (MEUR 48.4).
Fair value changes of investments were MEUR –6.1 (MEUR
+36.5) in 2023.
The Group’s operating profit was MEUR 4.7 (MEUR 53.1).
The decrease from the comparison year was mainly due to
negative fair value changes. Operating profit less items affecting
comparability was MEUR 6.7 (MEUR 55.7). Comparable fee
profit increased from the comparison period and was MEUR 9.7
(MEUR 9.5), growth 2 per cent.
Financial income and expenses amounted to MEUR –0.7
(MEUR –5.5) and decreased due to a revaluation of a redemption
liability relating to a minority share of a subsidiary. Expenses in
the comparison year also included a MEUR 1.2 write-down of
loan receivables from an investment team operating in Russia
and formerly part of CapMan Group.
Profit before taxes was MEUR 4.0 (MEUR 47.6) and profit
after taxes was MEUR 3.4 (MEUR 41.0).
Diluted earnings per share were 0.8 cents (24.8 cents).
Comparable diluted earnings per share were 1.9 cents (26.4
cents).
A quarterly breakdown of turnover and profit, together with
turnover, operating profit/loss, and profit/loss by segment for
the period as well as items affecting comparability are described
in the Notes to the Financial Statements in section 2 Segment
information.
Management Company business
Turnover generated by the Management Company business
totalled MEUR 48.2 in 2023 (MEUR 55.9). The decrease was
mainly due to lower carried interest income compared to the
previous year.
Fee income was MEUR 45.1 (MEUR 46.2). New capital in
funds and investment programmes raised in 2023, as well as
other asset management services, contributed favourably to fee
income. The negative development was due to the decrease in
real estate fund administration service fees.
Carried interest in 2023 was MEUR 3.1 (MEUR 9.6) mainly
due to exits from the CapMan Growth Equity 2017 fund. In
the comparison year, CapMan received carried interest income
mainly from the CapMan Growth Equity 2017 and CapMan
Nordic Real Estate funds, which transferred to carry during 2022.
Of the turnover, 92 per cent was income based on long-term
contracts booked over time (82 per cent).
Operating expenses of the Management Company business
amounted to MEUR 36.0 (MEUR 33.6). Operating expenses
excluding items affecting comparability amounted to MEUR 34.6
(MEUR 33.6).
Operating profit of the Management Company business was
MEUR 12.2 (MEUR 22.3). Comparable operating profit was
MEUR 13.7 (MEUR 22.3). The decrease was mainly due to lower
carried interest income during the year.
Service business
Turnover generated by Service business totalled MEUR 10.6
(MEUR 11.1), a 5 per cent decrease due to the sale of JAY
Solutions, which was completed on 1 February 2023. The Service
business segment includes procurement service CaPS, which
grew by 17 per cent (27 per cent) during 2023.
Material and service fees from CaPS’s license business
amounted to MEUR 1.9 (MEUR 1.0). Operating expenses of
the Service business were MEUR 2.8 (MEUR 7.7). Operating
expenses excluding items affecting comparability were MEUR 2.8
(MEUR 5.1).
The operating profit of the Service business was MEUR 6.0
(MEUR 3.0). Comparable operating profit of the Service business
was MEUR 6.0 (MEUR 5.6), growth 8 per cent.
Investment business
Fair value of fund investments was MEUR 158.9 on 31 December
2023 (31 December 2022: MEUR 169.1). Fair value changes
were mainly driven by fund investments and were MEUR
–6.1 (MEUR +36.5) in 2023, corresponding to a 3.4 per cent
decrease in value (1 January–31 December 2022: +25.3 per
cent). CapMan’s own funds developed on average positively over
2023 especially due to the strong development of Private Equity
and Infra funds. The development of Real Estate funds was
on average negative, due to an unfavourable market situation.
Overall, fair value changes were negative due to the negative fair
value development of external, predominantly venture capital
funds.
CapMan invested a total of MEUR 18.1 in its funds in 2023
(MEUR 29.3). CapMan received distributions from funds
totalling MEUR 17.6 (MEUR 27.6). The amount of remaining
commitments that have yet to be called totalled MEUR 85.2 as
at 31 December 2023 (31 December 2022: MEUR 89.1). 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.
ANNUAL REPORT 2023 REPORT OF THE BOARD OF DIRECTORS 25
Operating loss for the Investment business was MEUR 6.6
(profit MEUR 35.7).
The majority of invested capital is in funds managed by
CapMan. In addition to own funds, CapMan has invested
selectively in private market funds managed by external fund
managers.
Investments in portfolio companies are valued at fair value
in accordance with the International Private Equity and Venture
Capital Valuation Guidelines (IPEVG). Investments in real estate
are valued at fair value based on appraisals made by indepen-
dent external experts. Valuation of external funds is based on fair
values reported by respective external fund managers. Sensitivity
analysis by investment area is presented in the Notes to the
Financial Statements in Section 17 Investments at fair value
through profit and loss.
Balance sheet and financial position as at 31
December 2023
CapMan’s balance sheet totalled MEUR 241.5 as at 31
December 2023 (31 December 2022: MEUR 270.5). Non-current
assets amounted to MEUR 179.9 (MEUR 188.4), of which
goodwill totalled MEUR 7.9 (MEUR 7.9).
As at 31 December 2023, fund investments at fair value
totalled MEUR 158.9 (MEUR 169.1 as at 31 December 2022).
Other financial assets at fair value were MEUR 0.5 (MEUR 0.4).
Long-term receivables amounted to MEUR 6.5 (MEUR 5.5).
Current assets amounted to MEUR 61.7 (MEUR 76.4). Cash in
hand and at banks amounted to MEUR 41.0 (MEUR 55.6).
CapMan’s interest-bearing net debt amounted to MEUR 52.8
as at 31 December 2023 (MEUR 37.4). CapMan’s total inter-
est-bearing debt as at 31 December 2023 is outlined in Table 1.
CapMan’s bonds and long-term credit facility include financing
covenants, which are conditional on the company’s equity ratio
and net gearing ratio. CapMan honoured all covenants as at 31
December 2023. The senior bond issued in 2022 is linked to
sustainability targets, which CapMan achieved in April 2023.
Trade and other payables totalled MEUR 24.2 on 31
December 2023 (31 December 2022: MEUR 18.4).
The Group’s cash flow from operations totalled MEUR +12.1
in 2023 (MEUR +6.0). Higher fee profit and changes in working
capital contributed to the comparably larger inflows of cash
from operations. CapMan receives management fees from funds
semi-annually, in January and July, which is shown under working
capital in the cash flow statement.
Cash flow from investments totalled MEUR +3.5 (MEUR +2.4)
and includes, inter alia, investments and repaid capital received
by the Group. CapMan makes investments mainly through its
investment company and its investments and cash on hand are
classified as fund investments.
Cash flow before financing totalled MEUR +15.5 (MEUR +8.5)
and reflects the development in the Management Company
business, Service business and Investment business. Cash flow
from financing was MEUR –30.3 (MEUR –18.0) and included the
payment of dividends and equity repayment.
Sustainability
CapMan’s vision is to become the most responsible private
assets company in the Nordics. A strategic objective is to
integrate sustainability into all operations and implement it in
the product offering, fundraising, investment activities, fund
management, services and the development of personnel and
work environment, among others.
Progress on environmental targets
During 2023, CapMan has made progress with its climate
targets in line with the Science Based Targets initiative. CapMan
has set to achieve net zero emissions by 2040. The target was
established at the end of 2023.
9 percent of the eligible Private Equity & Infra portfolio
companies have set science-based targets for reducing
greenhouse gas emissions. Emission reduction plans have
been developed for real estate properties and their emission
reductions will be published later in the first quarter of the year
in accordance with the Science Based Targets initiative.
CapMan has launched a project to assess the dependencies,
impacts, risks, and opportunities related to nature in portfolio
companies and properties where environmental aspects are
considered essential. As part of the nature-positive approach,
CapMan has adopted the WWF Green Office environmental
management system with the aim of certifying four CapMan
offices in 2024.
Progress on social targets
CapMan’s employee well-being has remained high with an eNPS
of 51, above the target level of 50. Employee participation
was measured for the first time in 2023 and was 81 on a scale
of 1–100. A policy promoting diversity, equity, and inclusion
(DEI) was implemented and an internal DEI working group
was established. A comprehensive assessment and analysis of
human rights risks in CapMan’s and value chains’ operations was
carried out to identify and correct any deficiencies. Although no
serious violations or deficiencies were found, corrective action
has been taken based on the analysis.
CapMan has set medium- and long-term percentage
targets for gender diversity, including for appointments to the
Management Group and Partner level. By 2025, a maximum of
70% of appointments to the Management Group and investment
teams will be of one gender (if there are multiple appointments).
The long-term goal (2033) is that the Management Group
will consist of no more than 60% of one gender and that the
proportion of female partners will be at least 20%.
Table 1: CapMan’s interest bearing debt
Debt amount 31 Dec
2023 (MEUR) Matures latest Annual interest (%)
Debt amount 31 Dec
2022 (MEUR)
Senior bond (issued in 2020) 50.0 Q4 2025 4.00% 50.0
Senior bond (issued in 2022) 40.0 Q2 2027 4.50% 40.0
Long-term credit facility (drawn/available) 0/20.0 Q3 2024
Reference rate + 1.75-
2.70% 0/20.0
ANNUAL REPORT 2023 REPORT OF THE BOARD OF DIRECTORS 26
return on investment was 3.0 per cent (24.2 per cent). Equity
ratio was 47.8 per cent (52.7 per cent).
According to CapMan’s long-term financial targets, the target
level for the company’s return on equity is on average over 20 per
cent. The objective for the equity ratio is more than 50 per cent.
Table 3: CapMan’s key figures
31.12.23 31.12.22
Earnings per share, cents 0.8 25.1
Diluted earnings per share, cents 0.8 24.8
Comparable diluted earnings per share,
cents 1.9 26.4
Shareholders' equity / share, cents 72.6 90.2
Share issue adjusted number of shares,
avg. 158,573,903 157,560,284
Return on equity, % 2.6 30.5
Return on equity, comparable, % 4.0 32.4
Return on investment, % 2.1 23.1
Return on investment, comparable, % 3.0 24.2
Equity ratio, % 47.8 52.7
Net gearing, % 45.9 26.3
Proposal of the Board of Directors regarding
distribution of funds
CapMan’s updated distribution policy is to pay sustainable
distributions that grow over time. CapMan’s objective is to
distribute at least 70 per cent of the Group’s profit attributable
to equity holders of the company excluding the impact of fair
value changes, subject to the distributable funds of the parent
company.
The Board of Directors’ resolution proposal to the Annual
General Meeting (AGM) to be held on 27 March 2024 is a
combined proposal of a dividend distribution and an authorisa-
tion for the Board of Directors to decide on distribution of an
additional dividend. The Board of Directors expects the overall
dividend distribution to be EUR 0.10 per share for 2023.
Assets under management as at 31 December
2023
Assets under management refers to the remaining investment
capacity, mainly equity, of funds and capital already invested
at acquisition cost or at fair value, when referring to mandates
and open-ended funds. Assets under management is calculated
based on the capital, which forms the basis for management
fees, and includes primarily equity without accounting for
the funds’ debt. Assets increase as fundraising for new funds
progresses or as investments are executed under investment
mandates and declines as exits are completed. In addition,
changes in fair values impact the assessment of assets
under management of open-ended funds as well as wealth
management.
Assets under management was MEUR 5,005 as at 31
December 2023 (31 December 2022: MEUR 5,039). A total of
MEUR 391 in new assets was raised across all investment areas.
The growth in assets under management was constrained by
completed exits, negative fair value changes in open-ended real
estate funds and occasional redemptions. Assets under manage-
ment per fund type is displayed in Table 2.
Table 2: Assets under management (incl. funds and
mandates)
31.12.23
(MEUR)
31.12.22
(MEUR)
Real Estate 2,933 3,187
Private Equity & Credit 1,022 933
Infra 562 442
Wealth Management 488 478
Total assets under management 5,005 5,039
Key figures 31 December 2023
CapMan’s return on equity was 2.6 per cent on 31 December
2023 (31 December 2022: 30.5 per cent) and the comparable
return on equity was 4.0 per cent (32.4 percent). Return on
investment was 2.1 per cent (23.1 per cent) and the comparable
The Board of Directors proposes to the AGM that a dividend in
the total amount of EUR 0.06 per share would be paid for 2023.
The payment date would be 9 April 2024.
The Board of Directors further proposes to the AGM that the
Board of Directors be authorised to decide on an additional
dividend in the maximum amount of EUR 0.04 per share. The
authorisation would be effective until the end of the next Annual
General Meeting. The Board of Directors intends to resolve on the
additional dividend in its meeting scheduled for 18 September
2024.
CapMan’s distributable funds amounted to MEUR 37.5 on 31
December 2023.
Publication of the Financial Statements and
the Report of the Board of Directors, and the
Annual General Meeting for 2024
CapMan Group’s Financial Statements and the Report of the
Board of Directors for 2023 will be published as part of the
company’s Annual Report for 2023 in February 2024 during
week 10. CapMan Plc’s 2024 Annual General Meeting (AGM)
will be held on Wednesday 27 March 2024 at 10:00 a.m. in
Helsinki. The Notice to the Annual General Meeting and other
proposals of the Board of Directors to the Annual General
Meeting are published by 6 March 2024 the latest. Complete
financial statements, as required under the terms of the Finnish
Companies Act, will be available on CapMan’s website by 6
March 2024 the latest.
Corporate Governance Statement
CapMan Plc’s Corporate Governance Statement will be published
separately from the Report of the Board of Directors as part
of the company’s Annual Report for 2023 during week 10 and
will be available on the company’s website by 6 March 2024 the
latest.
ANNUAL REPORT 2023 REPORT OF THE BOARD OF DIRECTORS 27
Authorisations given to the Board by the AGM
The 2023 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 repurchased
and/or accepted as pledge on the basis of the authorisation
shall not exceed 14,000,000 shares in total, which on the day
of the AGM corresponded to approximately 8.86 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 issuance
of shares and other special rights entitling to shares. The
number of shares to be issued on the basis of the authorisation
shall not exceed 14,000,000 shares in total, which on the day
of the AGM corresponded to approximately 8.86 per cent of all
shares in the company.
The authorisation shall remain in force until the following AGM
and 30 June 2024 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 15 March 2023.
Shares and shareholders
Shares and share capital
There were no changes in CapMan’s share capital during 2023.
Share capital totalled EUR 771,586.98 as at 31 December
2023. CapMan had 158,849,387 shares outstanding as at 31
December 2023 (158,054,968 shares as at 31 December 2022).
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 2023, 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 60,225 as at 31 December 2023 (31 December 2022: EUR
Decisions of the 2023 Annual General Meeting
Decisions of the AGM regarding distribution of funds
CapMan’s 2023 AGM decided, in accordance with the proposal
of the Board of Directors, that a dividend of EUR 0.08 per
share, equivalent to a total of approx. MEUR 12.6 as well as an
equity repayment of EUR 0.09 per share to be returned from the
invested unrestricted equity fund, equivalent to a total of approx.
MEUR 14.2, would be paid to shareholders. In total, EUR 0.17
per share would be paid to shareholders, equivalent of a total of
MEUR 26.9, from distributable funds for 2022. The dividend and
equity repayment is paid in two instalments six months apart.
The first instalment of EUR 0.09 per share was paid on 24 March
2023 and the second instalment of EUR 0.08 per share was paid
on 22 September 2023. 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 15 March 2023 and 13 September 2023.
Decisions of the AGM regarding the composition of the
Board
The 2023 AGM decided that the Board of Directors comprises six
members. Mr. Joakim Frimodig, Mr. Johan Bygge, Ms. Catarina
Fagerholm, Mr. Johan Hammarén, Ms. Mammu Kaario and Mr.
Olli Liitola were elected as members of the Board of Directors
for a term of office expiring at the end of the next Annual
General Meeting. The Board composition and 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 15 March 2023.
Amendment of the Articles of Association
The Annual General Meeting decided that Article 10 of the
Articles of Association be amended to enable holding a general
meeting entirely without a meeting venue as a so-called remote
meeting in addition to the company’s domicile Helsinki. The
change has been described in greater detail in the stock
exchange release regarding the decisions of the AGM issued on
15 March 2023.
71,270). No changes occurred in the number of own shares held
by CapMan Plc during 2023.
Trading and market capitalisation
CapMan Plc’s shares closed at EUR 2.29 on 31 December 2023
(31 December 2022: EUR 2.71). The trade-weighted average
price for 2023 was EUR 2.49 (EUR 2.66). The highest price paid
was EUR 3.09 (EUR 3.19) and the lowest EUR 1.92 (EUR 2.22).
The number of CapMan Plc shares traded totalled 22.2 million
(36.2 million), valued at MEUR 55.2 (MEUR 96.4).
The market capitalisation of CapMan Plc shares as at 31
December 2023 was MEUR 363.8 (31 December 2022: MEUR
427.5).
Shareholders
The number of CapMan Plc shareholders increased by 2 per
cent from the comparison period and totalled 31,157 as at 31
December 2023 (31 December 2022: 30,608).
There were no flagging notifications in 2023.
As of 31 December 2023, the Board of Directors and
Management Group owned 4,166,990 CapMan shares in total
either directly or through controlling interest companies, which
corresponded to 2.6 per cent of all shares and votes outstanding.
Details on CapMan Plc’s owners by sector and size, together
with the company’s major shareholders, nominee-registered
shares, and redemption obligation clauses covering company
shares are presented in Section 23 Share capital and shares.
Personnel
CapMan employed 183 people on average in 2023 (1 January–31
December 2022 average: 186), of whom 133 (141) worked
in Finland and the remainder in the other Nordic countries,
Luxembourg and the United Kingdom. A breakdown of personnel
by country is presented in the Section 5 Employee benefit
expenses. The decrease in employees was due to the disposal
of JAY Solutions completed in the beginning of February. The
number of employees has increased in other functions. JAY
Solutions accounted for an average of 2 (20) persons during
2023.
ANNUAL REPORT 2023 REPORT OF THE BOARD OF DIRECTORS 28
Remuneration and incentives
CapMan’s remuneration scheme consists of short-term and
long-term incentive schemes.
The short-term scheme covers all CapMan employees,
excluding the CEO of the company, and its central objective is
earnings development, for which the Board of Directors has set a
minimum target.
CapMan had two long-term schemes consisting of investment
based long-term share-based incentive plans (Performance Share
Plan) for key employees, of which one was terminated during
2023.
In the investment based long-term share-based incentive plans
the participants are committed to shareholder value creation by
investing a significant amount in CapMan Plc shares.
CapMan’s 2020 investment-based long-term incentive plan
included one performance period that commenced on 1 April
2020 and ended on 31 March 2023. An early payment of
the vested reward shares from the 2020 incentive plan was
conducted in April 2022 to facilitate participants’ investment
into the new 2022 investment-based long-term incentive plan.
Irrespective of the early payment, the 2020 plan remained in
force until the end of its performance period on 31 March 2023
and the thereby following payment of incentives in line with the
original terms. The rewards from the plan were paid in full with
company shares.
CapMan’s 2022 investment-based long-term incentive plan
includes three performance periods that commenced on 1 April
2022 and end on 31 March 2023, 2024 and 2025, respectively.
The participants may earn a performance-based reward from
each of the performance periods and a matching reward from
the 2022–2025 period. The rewards from the plan will be paid
fully in company shares in 2024, 2025 and 2026.
The aim of the 2022 investment-based long-term incentive
plan is to align remuneration with CapMan’s sustainability
agenda, to retain the plan participants in the company’s service,
and to offer them a competitive reward plan based on owning,
earning and accumulating the company’s shares.
The prerequisite for receiving a reward on the basis of
the plans is that a participant acquires company’s shares or
allocates previously owned company’s shares up to the number
determined by the Board of Directors. The performance-based
reward from the plans is based on the company share’s Total
Shareholder Return, the achievement of sustainability targets
and on a participant’s employment or service upon reward
payment. The Board shall resolve whether new shares or
existing shares held by the company are given as reward. The
target group of the plans consists of approximately 20 people,
including the members of the Management Group.
Additional information about remuneration schemes is
presented in Section 30 Share-based payments.
Other significant events in 2023
Pia Kåll started as the CEO of CapMan Plc on 15 March 2023.
The company’s previous CEO Joakim Frimodig was elected to
the Board of Directors by the 2023 Annual General Meeting and
serves as full-time Chair of the Board of Directors starting from
15 March 2023.
In February 2023, CapMan Plc and non-controlling share-
holders of JAY Solutions sold their share of CapMan’s subsidiary
JAY Solutions to Swedish Bas Invest AB.
In April 2023, CapMan resolved on a directed share issue of
794,419 new shares as payment of the vested reward shares
from the 2020 incentive plan to CapMan Group management and
selected key employees. The new shares were registered with the
Trade Register on 4 May 2023.
In May 2023, CapMan Growth Equity 2017 fund sold its share
in Coronaria. The fund is in carry and the transaction generated
carried interest for CapMan.
In September 2023, Mika Koskinen became the new
Managing Partner of CapMan Wealth Services and a member
of the CapMan Plc Management Group. Christian Borgström
stepped down from the Management Group and remains a
Senior Partner in the company. In September, Johan Pålsson
announced his resignation as Managing Partner of CapMan
Buyout as he will take on new responsibilities outside of CapMan.
Fundraising continued in several funds open for new commit-
ments. Most commitments were raised for CapMan Nordic
Infrastructure II fund, which reached MEUR 272 at the end of
2023. CapMan established a new CapMan Social Real Estate
fund at the end of 2023, which stands at MEUR 55 following
an initial investment. The fund continues fundraising targeting
EUR 500 million of equity commitments and total investment
capacity of nearly EUR 1 billion over the coming years.
In October 2023, CapMan updated its distribution policy.
CapMan’s updated distribution policy is to pay sustainable
distributions that grow over time.
In December, CapMan announced an acquisition of Dasos
Capital Oy and an expansion into natural capital. The acquisition
is expected to close during the first half of 2024. The debt
free purchase price is EUR 35 million. In addition, CapMan has
committed to paying an additional earn-out consideration of a
maximum EUR 5 million based on incurred management fee
turnover in 2025 and 2026. The equity price for Dasos’ shares is
paid in shares of CapMan by a directed share issue and a cash
consideration.
Events after 31 December 2023
In January 2024, an Extraordinary General Meeting of share-
holders resolved in accordance with the Board of Directors’
proposal that the Board of Directors be authorised to decide
to issue a maximum of 20,000,000 new shares by way of a
directed share issue in deviation from the shareholders’ pre-emp-
tive right. The shares to be issued under the authorisation would
be directed to the current shareholders of Dasos Capital Oy in
proportion to the number of Dasos Capital Oy shares sold by
them to CapMan. The directed share issue is expected to be
realised in the first half of 2024 in conjunction to the closing of
the acquisition.
The completion of the acquisition is also conditional on,
among others, the approval by the Finnish Competition and
Consumer Authority. The approval was obtained in February
2024.
ANNUAL REPORT 2023 REPORT OF THE BOARD OF DIRECTORS 29
Significant risks and short-term uncertainties
CapMan faces many different risks and uncertainties which, if
realised, could affect its strategic direction, financial position,
earnings, operations and reputation. Assessment and manage-
ment of risks is an integral part of CapMan’s ability to conduct
its operations in a successful manner. CapMan classifies risks
according to various categories and identifies principal risks for
each category. CapMan performs an annual review of the risk
environment at the end of the financial year and reports on any
material developments quarterly. An annual risk assessment
and risk descriptions is presented on the website under https://
capman.com/shareholders/risks/. A summary of risks is
presented in Table 4.
Table 4: Risk classification and principal risks
Risk classification Principal risks
1. Strategic risks
• Failure to achieve strategic or performance targets
• Failure to select the correct strategy in a competitive environment
• Failure to recruit and retain key personnel
• Failure to scale the business
2. Financial risk
• Poor financial performance
• Insufficient liquidity position
• Failure to obtain fincancing
3. Market risks
• Interest rate, inflation and asset valuation volatility
• Changes in customer preferences
• Fluctuations of the transaction market
• Failure in fundraising
4. Operational risks
• Cyber threats and system errors
• Inadequate or failed processes or controls
• Corruption, fraud or criminal behaviour
• Mistakes
5. Regulatory risks
• Adverse changes in the regulatory environment
6. Sustainability risks
• Failure to invest in sustainable assets and ESG related incidents or lack of appropriate ESG approach in portfolio
companies
• Unreasonable increase in costs to comply with sustainability and reporting requirements
7. Reputational risk
• Negative public perception
Long-term financial objectives
CapMan’s distribution policy is to pay sustainable distributions
that grow over time. CapMan’s objective is to distribute at least
70 per cent of the Group’s profit attributable to equity holders of
the company excluding the impact of fair value changes, subject
to the distributable funds of the parent company. In addition,
CapMan may pay out distributions accrued from investment
operations, taking into consideration foreseen cash requirements
for future investments.
The combined growth objective for the Management Company
and Service businesses is more than 15 per cent p.a. on average.
The objective for return on equity is more than 20 per cent p.a.
on average. CapMan’s equity ratio target is more than 50 per
cent.
CapMan expects to achieve these financial objectives gradually
and key figures are expected to show fluctuations on an annual
basis considering the nature of the business.
Outlook estimate for 2024
CapMan’s objective is to improve results in the long term, taking
into consideration annual fluctuations related to the nature of
the business. 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
asset-specific development and exits from 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. For these reasons,
CapMan does not provide numeric estimates for 2024.
CapMan estimates assets under management to grow in
2024. The company estimates fee profit also to grow in 2024.
These estimations do not include possible items affecting
comparability.
Helsinki, 6 February 2024
CAPMAN PLC
Board of Directors
ANNUAL REPORT 2023 REPORT OF THE BOARD OF DIRECTORS 30
CapMan’s largest shareholders as at 31 December 2023
Number of
shares and votes
Proportion of
shares,%
Silvertärnan Ab 22,680,519 14.28%
Keskinäinen Eläkevakuutusyhtiö Ilmarinen 8,672,000 5.46%
Mikko Laakkonen 6,834,635 4.30%
Keskinäinen työeläkevakuutusyhtiö Varma 3,675,215 2.31%
Joensuun Kauppa ja Kone Oy 3,296,466 2.08%
Vesasco Oy 3,088,469 1.94%
Valtion Eläkerahasto 2,500,000 1.57%
Sijoitusrahasto Danske Invest Suomi Osake 2,053,200 1.29%
Hannu Laakkonen 1,992,742 1.25%
Laine Capital Oy 1,523,348 0.96%
Total 56,316,594 35.44%
Nominee registered 5,839,642 3.68%
Shareholdings of management 4,166,990 2.62%
CapMan has not received any flagging notifications during year 2023. An up-date information of all
flagging notifications can be found at www.capman.com
Distribution of shareholdings by number of shares and sector as at 31 December
2023
Shareholding
Number of
Owners %
Number of
shares %
1–100 5,628 18.07% 263,808 0.17%
101–1,000 14,546 46.71% 6,951,201 4.38%
1,001–10,000 9,641 30.96% 30,204,150 19.01%
10,001–100,000 1,218 3.91% 28,663,417 18.04%
100,001–1,000,000 90 0.29% 22,823,938 14.37%
1,000 001– 17 0.05% 69,942,873 44.03%
Total 31,140 100.00% 158,849,387 100.00%
of which Nominee registered 5,839,642 3.68%
On the book-entry register joint
account 18,709 0.01%
Sector
Number of
shares and votes %
Finnish Private Individuals 81,810,277 51.50%
Other 45,794,206 28.83%
Pension & Insurance 19,381,177 12.20%
Fund company 6,260,493 3.94%
Foundation 1,516,438 0.95%
Treasury Shares 26,299 0.02%
Anonymous ownership 4,060,497 2.56%
Total 158,849,387 100.00%
of which Nominee registered 5,839,642 3.68%
On the book-entry register joint
account 18,709 0.01%
Source: EuroClear Finland Ltd, as at 31 December 2023. Figures are based on the total number of shares
158,849,387 and total number of shareholders 31,140. CapMan Plc had 26,299 shares as at 31 December
2023.
Shares and shareholders
ANNUAL REPORT 2023 REPORT OF THE BOARD OF DIRECTORS 31
Calculation of Key Ratios
Adjusted Operating profit (or Operating profit, comparable) =
Operating profit – items impacting comparability
Adjusted profit for the financial year =
Profit for the financial year – items impacting comparability
Fee profit =
Adjusted operating profit – carried interest – fair value gains/losses of investments
Return on equity (ROE), % =
Profit for the financial year (incl. non-controlling interest)
× 100
Shareholders’ equity (average, incl. non-controlling interest)
Return on equity (ROE), comparable, % =
Adjusted profit for the financial year (incl. non-controlling interest)
× 100
Shareholders’ equity (average, incl. non-controlling interest)
Return on investment (ROI), % =
Profit for the financial year + income taxes + financial income and expenses
× 100
Total shareholders’ equity + interest-bearing debt (average)
Return on investment (ROI), % =
Adjusted profit for the financial year + income taxes + financial income and expenses
× 100
Total shareholders’ equity + interest-bearing debt (average)
Equity ratio, % =
Total shareholders’ equity
× 100
Balance sheet total – advances received
Net gearing, % =
Net interest-bearing liabilities
× 100
Shareholders’ equity
Earnings per share (EPS) =
Profit/loss for the financial year attributable to the equity holders of the parent company
Share issue adjusted number of shares (average)
Adjusted earnings per share (EPS) =
Profit/loss for the financial year attributable to the equity holders of the parent company – items impacting comparability
Share issue adjusted number of shares (average)
Shareholders’ equity per share =
Shareholders’ equity attributable to the equity holders of the parent company
Undiluted number of shares at the end of the financial year
Dividend and return of equity per share =
Dividend and return of equity per share
Earnings per share
Dividend per earnings, % =
Dividend and return of equity per share
× 100
Earnings per share
ANNUAL REPORT 2023 REPORT OF THE BOARD OF DIRECTORS 32
Key Performance Indicators for CapMan Group
MEUR 2019 2020 2021 2022 2023
Turnover 49.0 43.0 52.8 67.5 59.4
Management fees 24.9 29.0 36.6 38.8 39.0
Sale of services 17.2 13.1 13.3 19.1 17.2
Carried interest 6.9 0.9 2.9 9.6 3.1
Other operating income 0.0 0.1 0.0 0.0 0.1
Materials and services –1.0 –1.9
Operating expenses –41.8 –35.1 –42.1 –50.0 –46.8
Fair value gains/losses of investments 12.2 4.4 33.9 36.5 –6.1
Operating profit 19.4 12.3 44.6 53.1 4.7
Operating profit, comparable 25.0 12.3 44.6 55.7 6.7
Financial income and expenses –1.8 –3.1 –4.0 –5.5 –0.7
Profit before taxes 17.6 9.2 40.6 47.6 4.0
Profit for the financial year 15.9 6.3 35.4 41.0 3.4
Return on equity (ROE), % 12.7 5.2 29.4 30.5 2.6
Return on equity (ROE), comparable, % 16.0 5.2 29.4 32.4 4.0
Return on investment (ROI), % 10.5 6.3 21.2 23.1 2.1
Return on investment (ROI), comparable, % 13.5 6.3 21.2 24.2 3.0
Equity ratio, % 59.9 51.9 53.3 52.7 47.8
Net gearing, % 7.2 22.5 14.0 26.3 45.9
Dividends and return of capital paid
1)
20.0 21.9 23.6 26.9 15.9
Personnel 148 146 161 186 183
1)
Proposal of the Board of Directors to the Annual General Meeting for the financial year 2023.
Key figures
ANNUAL REPORT 2023 REPORT OF THE BOARD OF DIRECTORS 33
Key Ratios Per Share
2019 2020 2021 2022 2023
Earnings per share, cents 9.2 3.3 21.9 25.1 0.8
Diluted earnings per share, cents 9.0 3.3 21.4 24.8 0.8
Comparable diluted earnings per share, cents 11.6 3.3 21.4 26.4 1.9
Shareholders’ equity/share, cents 85.1 72.7 81.4 90.2 72.6
Dividend/share, cents
1)
13.0 14.0 15.0 17.0 10.0
Dividend/earnings, %
1)
141.3 424.2 68.5 67.7 1,250.0
Average share issue adjusted number of shares
during the financial year (’000) 152,155 155,797 156,580 157,560 158,574
Share issue adjusted number of shares at year-end (’000) 153,755 156,459 156,617 158,055 158,849
Number of shares outstanding (’000) 153,728 156,433 156,591 158,029 158,823
Own shares (’000) 26 26 26 26 26
1)
Proposal of the Board of Directors to the Annual General Meeting for the financial year 2023.
ANNUAL REPORT 2023 REPORT OF THE BOARD OF DIRECTORS 34
We manage
our assets with
long-term
care
Financial Statements
35
Financial Statements
Group Statement of Comprehensive Income (IFRS) ........................... 37
Group Balance Sheet (IFRS) .............................................. 38
Group Statement of Changes in Equity (IFRS) ............................... 39
Group Cash Flow Statement (IFRS) ........................................ 40
Notes to the Consolidated Financial Statements ............................. 41
1. Accounting policies ............................................... 41
2. Segment information ............................................. 47
3. Turnover ........................................................ 50
4. Other operating income ........................................... 50
5. Employee benefit expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
6. Depreciation ..................................................... 51
7. Other operating expenses .......................................... 51
8. Adjustments to cash flow statement and total cash outflow for leases ..... 52
9. Fair value gains/losses of investments ............................... 52
10. Finance income and costs ........................................ 52
11. Income taxes ................................................... 53
12. Earnings per share .............................................. 53
13. Assets held for sale .............................................. 54
14. Tangible assets ................................................. 54
15. Goodwill ....................................................... 55
16. Other intangible assets ........................................... 56
17. Investments at fair value through profit or loss ....................... 56
18. Receivables – Non-current ........................................ 57
19. Deferred tax assets and liabilities .................................. 57
20. Trade and other receivables ....................................... 58
21. Financial assets at fair value through profit or loss .................... 58
22. Cash and cash equivalents ........................................ 59
23. Share capital and shares ......................................... 59
24. Interest-bearing loans and borrowings – Non-current .................. 60
25. Other non-current liabilities ....................................... 60
26. Trade and other payables – Current ................................ 60
27. Interest-bearing loans and borrowings – Current ...................... 60
28. Financial assets and liabilities .................................... 61
29. Commitments and contingent liabilities ............................. 62
30. Share-based payments ........................................... 63
31. Related party disclosures ......................................... 65
32. Financial risk management ....................................... 67
33. Events after the financial year ..................................... 75
Parent Company Income Statement (FAS) ................................... 76
Parent Company Balance Sheet (FAS) ...................................... 77
Parent Company Cash Flow Statement (FAS) ................................ 78
Basis of preparation for parent company financial statements .................. 79
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 36
1,000 | EUR | Note | 2023 | 2022 |
Management fees | ||||
Sale of services | ||||
Carried interest | ||||
Turnover | 2, 3 | |||
Material and services | – | – | ||
Other operating income | 4 | |||
Employee benefit expenses | 5 | – | – | |
Depreciation and impairment | 6 | – | – | |
Other operating expenses | 7 | – | – | |
Fair value gains/losses of investments | 9 | – | ||
Operating profit | ||||
Financial income and expenses | 10 | – | – | |
Profit before taxes | ||||
Income taxes | 11 | – | – | |
Profit for the financial year | ||||
| Other comprehensive income: | ||||
| Items that may be subsequently reclassified to profit or loss | ||||
Translation difference | – | |||
Total comprehensive income | ||||
| Profit attributable to: | ||||
Equity holders of the Company | ||||
Non-controlling interest | ||||
| Total comprehensive income attributable to: | ||||
Equity holders of the Company | ||||
Non-controlling interest | ||||
| Earnings per share for profit attributable to the equity holders of the Company: | ||||
Earnings per share (basic), cents | 12 | |||
Earnings per share (diluted), cents | 12 |
The Notes are an integral part of the Financial Statements.
Group Statement of Comprehensive Income (IFRS)
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 37
1,000 | EUR | Note | 31 Dec 2023 | 31 Dec 2022 |
| ASSETS | ||||
| Non-current assets | ||||
Tangible assets | 14 | |||
Goodwill | 15 | |||
Other intangible assets | 16 | |||
Investments at fair value through profit and loss | 17 | |||
Investments in funds | ||||
Other financial assets | ||||
Receivables | 18 | |||
Deferred tax assets | 19 | |||
| Current assets | ||||
Trade and other receivables | 20 | |||
Financial assets at fair value through profit and loss | 21 | |||
Cash and bank | 22 | |||
Assets held for sale | 13 | |||
Total assets |
1,000 | EUR | Note | 31 Dec 2023 | 31 Dec 2022 |
| EQUITY AND LIABILITIES | ||||
Capital attributable to the Company’s equity holders | 23 | |||
Share capital | ||||
Share premium account | ||||
Other reserves | ||||
Translation difference | – | – | ||
Retained earnings | ||||
Total capital attributable to the Company’s equity holders | ||||
Non-controlling interests | ||||
Total equity | ||||
| Non-current liabilities | ||||
Deferred tax liabilities | 19 | |||
Interest-bearing loans and borrowings | 24 | |||
Other non-current liabilities | 25 | |||
| Current liabilities | ||||
Trade and other payables | 26 | |||
Interest-bearing loans and borrowings | 27 | |||
Current income tax liabilities | ||||
Liabilities associated with assets held for sale | 13 | |||
Total liabilities | ||||
Total equity and liabilities |
Group Balance Sheet (IFRS)
The Notes are an integral part of the Financial Statements.
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 38
Attributable to the equity holders of the Company
| Share premium | Translation | Retained | Non-controlling | ||||||
1,000 | EUR | Note | Share capital | account | Other reserves | difference | earnings | Total | interests |
Equity on 1 January 2022 | 23 | – | |||||||
Profit for the year | |||||||||
| Other comprehensive income for the year | |||||||||
Currency translation differences | – | – | |||||||
Total comprehensive income for the year | – | ||||||||
Performance Share Plan | – | – | |||||||
Dividends and return of capital | – | – | – | – | |||||
Transactions with non-controlling interests | |||||||||
Equity on 31 December 2022 | 23 | – | |||||||
Profit for the year | |||||||||
| Other comprehensive income for the year | |||||||||
Currency translation differences | |||||||||
Total comprehensive income for the year | |||||||||
Performance Share Plan | – | – | |||||||
Dividends and return of capital | – | – | – | – | |||||
Transactions with non-controlling interests | – | ||||||||
Equity on 31 December 2023 | 23 | – | |||||||
The Notes are an integral part of the Financial Statements.
Group Statement of Changes in Equity (IFRS)
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 39
Group Cash Flow Statement (IFRS)
1,000 | EUR | Note | 2023 | 2022 |
| Cash flow from operations | ||||
Profit for the financial year | ||||
Adjustments on cash flow statement | 8 | – | ||
| Change in working capital: | ||||
Change in current non-interest-bearing receivables | – | |||
Change in current trade payables and other non-interest- bearing liabilities | – | – | ||
Interest paid | – | – | ||
Taxes paid | – | – | ||
Cash flow from operations | ||||
| Cash flow from investing activities | ||||
Acquisition of subsidiaries | – | |||
Proceeds from sale of subsidiaries | ||||
Investments in tangible and intangible assets | – | – | ||
Investments at fair value through profit and loss | ||||
Long-term loan receivables granted | – | – | ||
Receivables from long-term receivables | ||||
Interest received | ||||
Cash flow from investing activities |
1,000 | EUR | Note | 2023 | 2022 |
| Cash flow from financing activities | ||||
Proceeds from borrowings | 28 | |||
Repayment of long-term loan | 28 | – | ||
Payment of lease liabilities | – | – | ||
Dividends paid and return of capital | – | – | ||
Cash flow from financing activities | – | – | ||
Change in cash and cash equivalents | – | – | ||
Cash and cash equivalents at start of year | ||||
Translation difference | – | |||
Cash and cash equivalents at end of year | 22 |
The Notes are an integral part of the Financial Statements.
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 40
Notes to the Consolidated Financial Statements
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 41
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 42
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 43
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 44
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 45
Items affecting comparability and alternative
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 46
been adjusted to exclude possible items impacting comparability.
This kind of alternative performance measure is fee profit, which
is adjusted operating profit or loss deducted with carried interest
and fair value changes of investments.
Items affecting comparability are, among others, material
items related to mergers and acquisitions, such as amortisation
and impairment of intangible assets recognised in the purchase
price allocation, or costs related to major development projects,
such as reorganisation costs. Items impacting comparability
include also material gains or losses related to the acquisition
or disposals of business units, material gains or losses related
to the acquisition or disposal of intangible assets, material
expenses related to decisions by authorities and material gains
or losses related to reassessment of potential repayment risk to
the funds.
Items affecting comparability and alternative key figures are
presented under the Segment information in the Note 2.
2. Segment information
CapMan has three operating segments: the Management
company business, Service business and Investments business.
In the 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 management company, fees from other services closely
related to fund management and fees from wealth advisory
services.
In the Service business, CapMan offers procurement services
and distributes software lisences to companies in Finland,
Sweden and the Baltics, through CapMan Procurement Services
(CaPS). Until February 1, 2023, Service business also included
JAY Solutions, which offered reporting and back office services to
investors.
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 intersegment transactions.
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 47
2023
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 48
| 2022 | Management | 2022 | Management | |||||||||
| company | Service | Investment | company | Service | Investment | |||||||
| EUR 1,000 | business | business | business | Other | Total | EUR 1,000 | business | business | business | Other | Total | |
Fee income | 46,249 | 11,117 | 553 | 57,919 | Items impacting comparability: | |||||||
Carried interest | 9,613 | 9,613 | Goodwill impairment | 2,600 | ||||||||
Turnover | 55,861 | 11,117 | 553 | 67,532 | Items impacting comparability, total | 2,600 | ||||||
Turnover, internal | 83 | 534 | –617 | Adjusted profit for the financial year | 43,649 | |||||||
Materials and services | –985 | –985 | Earnings per share, cents | 25.1 | ||||||||
Other operating income | 2 | 2 | Items impacting comparability, cents | 1.7 | ||||||||
Adjusted earnings per share, cents | 26.8 | |||||||||||
Personnel expenses, of which | –21,414 | –3,331 | –459 | –9,368 | –34,571 | |||||||
Salaries and bonuses | –21,414 | –3,331 | –459 | –6,641 | –31,844 | Earnings per share, diluted, cents | 24.8 | |||||
Share-based payment | –2,727 | –2,727 | Items impacting comparability, cents | 1.6 | ||||||||
| Depreciation, amortisation and | Adjusted earnings per share, | |||||||||||
impairment | –947 | –2,978 | –10 | –245 | –4,180 | diluted, cents | 26.4 | |||||
Other operating expenses | –6,652 | –1,114 | –364 | –3,106 | –11,236 | |||||||
Internal service fees | –4,620 | –231 | 4,851 | Fee profit: | ||||||||
Fair value changes of investments | 36,547 | 36,547 | Operating profit (loss) | 55,708 | ||||||||
| Less: | ||||||||||||
Operating profit | 22,312 | 3,015 | 35,714 | –7,932 | 53,108 | Carried interest | –9,613 | |||||
Fair value changes of | investments | –36,547 | ||||||||||
| Items impacting comparability: | Fee profit | 9,548 | ||||||||||
Goodwill impairment | 2,600 | 2,600 | ||||||||||
Items impacting comparability, total | 2,600 | 2,600 | Geographical distribution of | |||||||||
Adjusted operating profit | 22,312 | 5,615 | 35,714 | –7,932 | 55,708 | turnover: | ||||||
Finland | 38,032 | |||||||||||
Financial items | –5,475 | Other countries | 29,500 | |||||||||
Total | 67,532 | |||||||||||
Income taxes | –6,585 | |||||||||||
Profit for the financial year | 41,049 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 49
| 2023 | Management | |||||
| company | Service | Investment | ||||
| EUR 1,000 | business | business | business | Other | Total | |
Management fees | 39,034 | 39,034 | ||||
Service fees | 6,074 | 10,606 | 524 | 17,204 | ||
Carried interest | 3,126 | 3,126 | ||||
Revenue from customer contracts, external | 48,234 | 10,606 | 524 | 59,364 | ||
Timing of Services transferred over time | revenue recognition: | 44,445 | 10,606 | 524 | 55,576 | |
Services transferred at a point in time | 3,788 | 3,788 | ||||
Revenue from customer contracts, external | 48,234 | 10,606 | 524 | 59,364 |
| 2022 | Management | |||||
| company | Service | Investment | ||||
| EUR 1,000 | business | business | business | Other | Total | |
Management fees | 38,847 | 38,847 | ||||
Service fees | 7,401 | 11,117 | 553 | 19,072 | ||
Carried interest | 9,613 | 9,613 | ||||
Revenue from customer contracts, external | 55,861 | 11,117 | 553 | 67,532 | ||
Timing of Services transferred over time | revenue recognition: | 45,622 | 11,117 | 553 | 57,293 | |
Services transferred at a point in time | 10,239 | 10,239 | ||||
Revenue from customer contracts, external | 55,861 | 11,117 | 553 | 67,532 |
2023 | 2022 | |
Other items | 79 | 2 |
Total | 79 | 2 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 50
5. Employee benefit expenses
EUR 1,000 | 2023 | 2022 |
Salaries and wages | 27,893 | 27,170 |
Pension expenses – defined contribution plans | 3,966 | 3,894 |
Share-based payments | 970 | 2,727 |
Other personnel expenses | 1,092 | 780 |
Total | 33,921 | 34,571 |
Remuneration of the management is presented in Note 31. Related party disclosures.
Cost for the share-based payments 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 30.
Average number of people employed | 2023 | 2022 |
| By country | ||
Finland | 133 | 141 |
Sweden | 28 | 25 |
Denmark | 10 | 8 |
Norway | 2 | 2 |
Luxembourg | 3 | 2 |
United Kingdom | 7 | 7 |
In total | 183 | 186 |
| By segment | ||
Management company business | 119 | 109 |
Service business | 13 | 30 |
Investment business and other | 51 | 46 |
In total | 183 | 186 |
6. Depreciation
EUR 1,000 | 2023 | 2022 |
| Depreciation by asset type | ||
| Intangible assets | ||
Other intangible assets | 96 | 396 |
Total | 96 | 396 |
| Tangible assets | ||
Machinery and equipment | 87 | 73 |
Right-of-use assets, buildings (IFRS 16) | 1,297 | 1097 |
Right-of-use assets, machinery and equipment (IFRS 16) | 11 | 14 |
Total | 1,395 | 1,184 |
Total depreciation | 1,491 | 1,580 |
7. Other operating expenses
EUR 1,000 | 2023 | 2022 |
| Included in other operating expenses: | ||
Other personnel expenses | 1,359 | 1,474 |
Office expenses | 650 | 539 |
Travelling and entertainment | 1,297 | 1,218 |
External services | 6,081 | 5,551 |
Other operating expenses | 1,975 | 2,454 |
Total | 11,362 | 11,236 |
Short-term lease expense (IFRS 16) | 96 | 97 |
Expense for leases of low-value assets (IFRS 16) | 173 | 190 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 51
Ernst & Young chain of companies: EUR 1,000 | 2023 | 2022 |
Audit fees | 371 | 361 |
Tax advisory services | 57 | 0 |
Other fees and services | 33 | 12 |
Total | 461 | 373 |
8. Adjustments to cash flow statement and total cash outflow for leases
EUR 1,000 | 2023 | 2022 | |
Personnel expenses | 970 | 2,727 | |
Depreciation, amortisation and write-downs | 1,491 | 4,180 | |
Fair value gains/losses of | investments | 6,115 | –36,547 |
Finance income and costs | 687 | 5,475 | |
Costs related to acquisitions | –71 | ||
Taxes | 618 | 6,585 | |
Other adjustments | –144 | –52 | |
Total | 9,666 | –17,632 | |
Total cash outflow for leases (IFRS 16) | –1,333 | –1,263 |
| EUR 1,000 | 2023 | 2022 |
| Investments at fair value through profit and loss | ||
Investments in funds | –6,115 | 36,547 |
Total | –6,115 | 36,547 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 52
11. Income taxes
EUR 1,000 | 2023 | 2022 |
Current income tax | 3,049 | 2,611 |
Taxes for previous years | 101 | 131 |
| Deferred taxes | ||
Temporary differences | –2,532 | 3,842 |
Total | 618 | 6,584 |
Income tax reconcilliation
EUR 1,000 | 2023 | 2022 | ||
Profit before taxes | 4,010 | 47,633 | ||
Tax calculated at the domestic corporation tax rate of | 20% | 802 | 9,527 | |
Effect of | different tax rates outside Finland | 92 | 78 | |
Tax exempt income | –1,195 | –4,622 | ||
Performance share plan | –230 | –225 | ||
Goodwill impairment | 0 | 520 | ||
Ohter non-deductible expenses | 161 | 690 | ||
| Unrecognized tax assets on tax losses and use of previously unrecognised tax | ||||
losses | 931 | 599 | ||
Taxes for previous years | 101 | 131 | ||
Other differences | –44 | –113 | ||
Income taxes in the Group Income Statement | 618 | 6,585 |
12. Earnings per share
Undiluted earnings per share is calculated by dividing the distributable retained profit for the
financial 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.
2023 | 2022 | ||
Profit attributable to the equity holders of the Company, EUR 1,000 | 1,346 | 39,616 | |
Profit applied to calculate diluted earnings per share | 1,346 | 39,616 | |
Weighted average number of shares (’000) | 158,574 | 157,560 | |
Treasury shares (’000) | –26 | –26 | |
Weighted average number of shares (’000) | 158,548 | 157,534 | |
Effect of | share-based incentive plans (’000) | 1,184 | 2,170 |
Weighted average number of shares adjusted for the effect of dilution (’000) | 159,731 | 159,704 | |
Earnings per share (basic), cents | 0.8 | 25.1 | |
Earnings per share (diluted), cents | 0.8 | 24.8 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 53
13. Assets held for sale
During the financial year, CapMan Plc and the non-controlling shareholders of JAY Solutions Oy,
subsidiary of CapMan Plc, sold their ownership of JAY Solutions Oy to Bas Invest AB and to the
management of JAY Solutions Oy. The transaction was closed on February 1, 2023. The sale had a
very minor impact on CapMan’s result due to impairment loss written during the previous year 2022.
CapMan had an ownership interest of 60% in JAY Solutions Oy, but the subsidiary was consolidated
in full without separating non-controlling interest because of a symmetric option arrangement.
Resulting from the sale after the closing of the previous financial year, CapMan classified assets and
liabilities related to JAY Solutions Oy as non-current assets held for sale on December 31, 2022. In
conjunction with this, CapMan valued these net assets to the lower of their carrying amount and
their fair value less costs on disposal and resulting from this, recorded an impairment loss of EUR
2.6 million to goodwill allocated to JAY Solutions in the financial year 2022 (see Note 15 for details).
Impairment loss was reported under reportable segment Service Business (see Note 2), where JAY
Solutions’ assets and liabilities held for sale were included. The sale of shares had an insignificant
impact on CapMan’s EBIT in 2022 and did not either have a significant impact on CapMan’s oper-
ating profit or financial position in 2023.
Assets and liabilities related to JAY Solutions Oy were classified as held for sale and disclosed
separately in the Consolidated Balance Sheet as at December 31, 2022. The carrying amounts of
those assets and liabilities are presented in the below table. As at December 31, 2023, CapMan did
not have any assets held for sale.
EUR 1,000 | 2023 | 2022 |
Goodwill | 4,828 | |
Other non-current assets | 134 | |
Current assets | 807 | |
Assets held for sale | – | 5,769 |
Current liabilities | 717 | |
Liabilities associated with assets held for sale | – | 717 |
14. Tangible assets
EUR 1,000 | 2023 | 2022 |
| Machinery and equipment | ||
Acquisition cost at 1 January | 2,498 | 2,347 |
Additions | 22 | 168 |
Transfer to assets held for sale | 0 | –8 |
Translation difference | 1 | –9 |
Acquisition cost at 31 December | 2,521 | 2,498 |
Accumulated depreciation at 1 January | –2,246 | –2,183 |
Depreciation for the financial year | –87 | –73 |
Transfer to assets held for sale | 0 | 3 |
Translation difference | –1 | 7 |
Accumulated depreciation at 31 December | –2,334 | –2,246 |
Book value on 31 December | 187 | 252 |
| Right-of-use assets | ||
| Machinery and equipment (IFRS 16) | ||
Additions | 0 | 0 |
Depreciations | –11 | –14 |
Book value on 31 December | 0 | 10 |
| Leased premises (IFRS 16) | ||
Additions | 1,944 | 2,840 |
Depreciations | –1,297 | –1,097 |
Book value on 31 December | 3,932 | 3,285 |
| Other tangible assets | ||
Acquisition cost at 1 January | 23 | 23 |
Book value on 31 December | 23 | 23 |
Tangible assets total | 4,142 | 3,571 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 54
EUR 1,000 | 2023 | 2022 |
Acquisition cost at 1 January | 20,581 | 28,009 |
Transfer to assets held for sale | 0 | –7,428 |
Acquisition cost at 31 December | 20,581 | 20,581 |
Accumulated impairment at 1 January | –12,695 | –12,695 |
Impairment | 0 | –2,600 |
Transfer to assets held for sale | 0 | 2,600 |
Accumulated impairment at 31 December | –12,695 | –12,695 |
Book value on 31 December | 7,886 | 7,886 |
EUR 1,000 | 2023 | 2022 |
CapMan Wealth Services | 7,412 | 7,412 |
JAY Solutions | 4,828 | |
Other | 474 | 474 |
Total | 7,886 | 12,714 |
2023 | 2022 | |
Pre-tax discount rate | 16.8% | 17.8% |
Average turnover growth | 18.0% | 20.8% |
Average EBIT margin | 35.2% | 50.6% |
Terminal growth rate | 1.0% | 1.0% |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 55
EUR 1,000 | 2023 | 2022 |
Acquisition cost at 1 January | 6,616 | 6,944 |
Additions | 16 | 166 |
Transfers | 0 | 0 |
Transfer to assets held for sale | –16 | –494 |
Acquisition cost at 31 December | 6,616 | 6,616 |
Accumulated depreciation at 1 January | –6,516 | –6,484 |
Depreciation for the financial year | –96 | –396 |
Transfer to assets held for sale | 7 | 364 |
Accumulated depreciation at 31 December | –6,605 | –6,516 |
Book value on 31 December | 10 | 100 |
17. Investments at fair value through profit or loss
Investments in funds
EUR 1,000 | 2023 | 2022 | ||
Investments in funds at 1 January | 169,063 | 130,011 | ||
Additions | 18,097 | 29,312 | ||
Distributions | –17,615 | –27,598 | ||
Disposals | –3,975 | –1 | ||
Fair value gains/losses of | investments | –5,926 | 36,685 | |
Transfers | –737 | 654 | ||
Investments in funds at 31 December | 158,907 | 169,063 | ||
| Investments in funds by investment area at the end of period* | ||||
Buyout | 28,314 | 26,107 | ||
Credit | 6,048 | 4,285 | ||
Russia | 589 | 307 | ||
Real Estate | 40,449 | 44,024 | ||
Growth Equity | 15,170 | 18,573 | ||
Infra | 10,059 | 12,810 | ||
Special Situations | 3,105 | 2,925 | ||
Fund of | funds | 16,694 | 16,463 | |
External Venture Capital funds | 38,085 | 42,459 | ||
Other investment areas | 394 | 1,110 | ||
Total | 158,907 | 169,063 |
Investments in funds include the subsidiary, CapMan Fund Investments SICAV-SIF, with a fair value of EUR
100.9 million. The fair value included EUR 0.1 million of cash.
| Other financial assets | 2023 | 2022 | |
Other investments at 1 January | 434 | 393 | |
Additions | 46 | 46 | |
Fair value gains/losses of | investments | 28 | –5 |
Other investments at 31 December | 508 | 434 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 56
18. Receivables – Non-current
EUR 1,000 | 2023 | 2022 |
Trade receivables | 4,134 | 5,188 |
Loan receivables | 2,307 | 263 |
Other receivables | 84 | 83 |
Accrued income | 0 | 12 |
Total | 6,525 | 5,545 |
Non-current trade receivables are related to previously offered fundraising and advisory services.
Because of the significant financing component related to these receivables, the promised amount
of consideration 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 primarily include loans granted to investment teams for co-investments.
EUR 1,000 | 2023 | 2022 |
Loan receivables, gross | 3,909 | 1,848 |
Loss allowance, 12-month ECL* | –22 | –4 |
Loss allowance, lifetime ECL* | –1,581 | –1,581 |
Loan receivables, net | 2,307 | 263 |
Other non-currrent receivables include primarily rental deposits.
19. Deferred tax assets and liabilities
Changes in deferred taxes during 2023:
| Charged | |||||
| to Income | Translation | Charged in | |||
EUR 1,000 | 12/31/2022 | Statement | difference | equity | 12/31/2023 |
| Deferred tax assets | |||||
Accrued differences | 1,790 | 106 | 0 | 0 | 1,896 |
Total | 1,790 | 106 | 0 | 0 | 1,896 |
| Deferred tax liabilities | |||||
Accrued differences | 1,261 | –1,113 | 0 | 0 | 148 |
Unrealised fair value changes | 7,157 | –1,314 | 0 | 0 | 5,843 |
Total | 8,418 | –2,427 | 0 | 0 | 5,991 |
Changes in deferred taxes during 2022:
| Charged | |||||
| to Income | Translation | Charged in | |||
EUR 1,000 | 12/31/2021 | Statement | difference | equity | 12/31/2022 |
| Deferred tax assets | |||||
Accrued differences | 1,836 | –46 | 0 | 0 | 1,790 |
Total | 1,836 | –46 | 0 | 0 | 1,790 |
| Deferred tax liabilities | |||||
Accrued differences | 582 | 684 | –5 | 0 | 1,261 |
Unrealised fair value changes | 4,045 | 3,112 | 0 | 0 | 7,157 |
Total | 4,627 | 3,796 | –5 | 0 | 8,418 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 57
EUR 1,000 | 2023 | 2022 |
Trade receivables | 8,875 | 8,661 |
Loan receivables | 815 | 815 |
Accrued income | 1,839 | 1,648 |
Other receivables | 8,853 | 9,593 |
Total | 20,382 | 20,717 |
2023 | 2022 | |
Trade receivables, gross | 9,007 | 8,770 |
Loss allowance | –132 | –109 |
Trade receivables, net | 8,875 | 8,661 |
| Amount in | |||
| Trade and other receivables | foreign currency | Amount in euros | proportion |
EUR | 19,459 | 72% | |
USD | 5,808 | 5,256 | 20% |
SEK | 9,186 | 828 | 3% |
GBP | 62 | 71 | 0% |
DKK | 9,494 | 1,274 | 5% |
NOK | 215 | 19 | 0% |
EUR 1,000 | 2023 | 2022 | |
Derivate assets | 116 | 65 | |
Interest rate funds | 159 | 0 | |
Total | 275 | 65 | |
Fair value of Foreign exchange forwards | derivative instruments | 116 | 65 |
Total | 116 | 65 | |
| Nominal value of derivative instruments | |||
Foreign exchange forwards | 5,320 | 6,327 | |
Total | 5,320 | 6,327 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 58
22. Cash and cash equivalents
EUR 1,000 | 2023 | 2022 |
Bank accounts | 40,144 | 55,571 |
Money market funds | 872 | |
Total | 41,017 | 55,571 |
Because of some assets classified as asset held for sale as at December 31, 2022 (see Note 13),
below reconciles the cash and cash equivalents reported in the balance sheet to the cash and cash
equivalents reported in the cash flow statement:
EUR 1,000 | 2023 | 2022 |
Cash and cash equivalents in the balance sheet | 41,017 | 55,571 |
Cash and cash equivalents related to assets held for sale | 373 | |
Cash and cash equivalents in the cash flow statement | 41,017 | 55,944 |
Translation difference
The foreign currency translation reserve includes translation differences arising from currency
conversion in the closing of the books for foreign units.
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.
23. Share capital and shares
| Number of B | ||
| 1000 | shares | Total |
At 1 January 2022 | 156,591 | 156,591 |
Directed share issue without payment | 1,438 | 1,438 |
At 31 December 2022 | 158,029 | 158,029 |
Directed share issue without payment | 794 | 794 |
At 31 December 2023 | 158,823 | 158,823 |
| Share | ||||
| premium | Other | |||
EUR 1,000 | Share capital | account | reserves | Total |
At 1 January 2022 | 772 | 38,968 | 52,718 | 92,458 |
Repayment of capital | –17,297 | –17,297 | ||
Other changes | 4 | 4 | ||
At 31 December 2022 | 772 | 38,968 | 35,425 | 75,165 |
Repayment of capital | –14,311 | –14,311 | ||
At 31 December 2023 | 772 | 38,968 | 21,114 | 60,854 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 59
24. Interest-bearing loans and borrowings – Non-current
EUR 1,000 | 2023 | 2022 |
Senior bonds | 89,750 | 89,650 |
Lease liabilities (IFRS 16) | 2,720 | 2,204 |
Total | 92,470 | 91,854 |
In the previous financial year 2022, CapMan issued unsecured sustainability-linked notes in the
aggregate principal amount of EUR 40 million. The notes will mature on April 13, 2027 and carry a
fixed annual interest of 4.5%. In conjunction with this, CapMan redemeed the remaining EUR 31.5
million of its notes issued in 2018. CapMan also has unsecured notes in the aggregate principal
amount of EUR 50 million issued in December 2020, which will mature on December 9, 2025 and
carry a fixed annual interest of 4.0% paid annually. Both loan agreements include covenants related
to equity ratio.
EUR 1,000 | 2023 | 2022 |
Acquisition related liabilities | 0 | 6,933 |
Other liabilities | 484 | 410 |
Total | 484 | 7,343 |
26. Trade and other payables – Current
EUR 1,000 | 2023 | 2022 |
Trade payables | 2,101 | 1,167 |
Advance payments received | 761 | 571 |
Acquisition related liabilities | 3,842 | 0 |
Total | 24,155 | 18,446 |
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.
Acquisition related liabilities consists of a symmetric put and call option arrangement made with
the non-controlling interest of a subsidiary, which is measured at fair value through profit or loss.
The change of fair value is recorded as finance income or expense. In the previous year, this financial
liability was included in other non-current liabilities.
Trade and other liabilities by currency at end of year
| Amount in | |||
| Trade and other liabilities | foreign currency | Amount in euros | Proportion |
EUR | 19,726 | 82% | |
SEK | 32,121 | 2,895 | 12% |
GBP | 559 | 644 | 3% |
DKK | 5,551 | 745 | 3% |
NOK | 1,636 | 146 | 1% |
27. Interest-bearing loans and borrowings – Current
EUR 1,000 | 2023 | 2022 |
| Short-term bank facility | ||
Lease liabilities (IFRS 16) | 1,323 | 1,060 |
Liabilities to non-controlling interests | 63 | 52 |
Total | 1,386 | 1,112 |
Ownership and voting rights agreements
As at 31 December 2023 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.
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 60
28. Financial assets and liabilities
Financial assets
EUR 1,000 Note
Balance
sheet value Fair value
2023
Investments at fair value through profit or loss
Investments in funds 17 158,907 158,907
Other financial assets* 17 508 508
Loan receivables 18 3,122 3,122
Trade and other receivables 18, 20 23,788 23,788
Financial assets at fair value 21 275 275
Cash and bank 22 41,017 41,017
Total 227,617 227,617
* Other financial assets consists of financial assets that are specifically classified as investments at fair value through profit
and loss
Financial assets
EUR 1,000
2022
Investments at fair value through
profit or loss
Investments in funds 17 169,063 169,063
Other financial assets* 17 434 434
Loan receivables 18 1,078 1,078
Trade and other receivables 18, 20 25,185 25,185
Financial assets at fair value 21 65 65
Cash and bank 22 55,571 55,571
Total 251,396 251,396
* Other financial assets consists of financial assets that are specifically classified as investments at fair value through profit
and loss
Financial liabilities
EUR 1,000 Note
Balance
sheet value Fair value
2023
Non-current liabilities 24 92,470 92,470
Non-current operative liabilities 25 484 484
Trade and other liabilities 26 24,154 24,154
Current liabilities 27 1,386 1,386
Total 118,494 118,494
Financial liabilities
EUR 1,000
2022
Non-current liabilities 24 91,854 91,854
Non-current operative liabilities 25 7,343 7,343
Trade and other liabilities 26 18,446 18,446
Current liabilities 27 1,112 1,112
Total 118,755 118,755
Net debt
Net debt | 2023 | 2022 |
Cash and cash equivalents | 41,017 | 55,571 |
Borrowings – repayable within one year | –1,386 | –1,112 |
Borrowings – repayable after one year | –92,470 | –91,854 |
Net debt | –52,839 | –37,395 |
Cash and cash equivalents | 41,017 | 55,571 |
Gross debt – variable interest rates | –4,106 | –3,196 |
Gross debt – fixed interest rates | –89,750 | –89,770 |
Net debt | –52,839 | –37,395 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 61
Changes in liabilities arising from financing activities
| January 1, | Other | December | ||
| EUR 1,000 | 2023 | Cash flows | changes | 31, 2023 |
| 2023 | ||||
Non-current loans and borrowings | 89,650 | 0 | 100 | 89,750 |
Non-current lease liabilities | 2,204 | –1,159 | 1,675 | 2,720 |
Current loans and borrowings | 52 | 11 | 63 | |
Current lease liabilities | 1,060 | –5 | 268 | 1,323 |
Total | 92,966 | –1,154 | 2,044 | 93,856 |
| Liabilities | |||||
| associated | |||||
| January 1, | with assets | Other | December | ||
| EUR 1,000 | 2022 | Cash flows | held for sale | changes | 31, 2022 |
| 2022 | |||||
Non-current loans and borrowings | 81,354 | 8,259 | –120 | 157 | 89,650 |
Non-current lease liabilities | 683 | –1,125 | 2,646 | 2,204 | |
Current loans and borrowings | 40 | 12 | 52 | ||
Current lease liabilities | 930 | –64 | 194 | 1,060 | |
Total | 83,007 | 7,082 | –120 | 2,997 | 92,966 |
29. Commitments and contingent liabilities
Securities and other contingent liabilities
EUR 1,000 2023 2022
Contingencies for own commitment
Business mortgage 60,000 60,000
Other contingent liabilities 1,239 2,062
Remaining commitments to funds
Remaining commitments to funds by investment area
Buyout 17,942 25,273
Credit 3,127 4,768
Russia 1,066 1,066
Real Estate 5,916 7,577
Other investment areas 1,489 2,181
Funds of funds 245 245
Growth Equity 19,243 11,171
Infra 10,151 12,127
Special Situations 4,507 4,853
CapMan Wealth Services funds 15,511 13,868
External private equity funds 3,703 4,665
External Veture Capital funds 2,290 1,316
Total 85,190 89,110
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 62
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 63
| Share plan | Share plan | |
| Investment-based incentive plans | 2020–2023 | 2022–2025 |
Grant date | 16.4.2020 | 13.4.2022 |
Vesting period starts | 16.4.2020 | 13.4.2022 |
| 13.4.2024, 13.4.2025 ja | ||
Vesting period ends | 31.8.2023 | 13.4.2026 |
Grant date share price, EUR | 1.764 | 2.420 |
Share price at the end of the period, EUR | 2.29 | 2.29 |
Expected annualised volatility | 27% | 26% |
Assumed risk-free interest rate | 0.0% | 1.0% |
Present value of the expected dividends, EUR | 0.45 | 0.63 |
Forfeiture rate assumption | 0% | 0% |
Increase in fair value of share premiums granted during the period | 0.0 | –0.3 |
Fair value of the plan, EUR million | 3.4 | 3.0 |
Expense recorded during the financial year, EUR million | 0.2 | 0.8 |
Cumulative expense recorded for the plan, EUR million | 3.4 | 1.6 |
Future cash payment related to withholding taxes, EUR million | – | –1.0 |
Number of participants in the plan at the balance sheet date | 0 | 22 |
| Share plan | Share plan | |
| Changes in the number of share rewards during the period | 2020–2023 | 2022–2025 |
Outstanding in the beginning of the period 1.1.2022 | 1,485,000 | 3,938,348 |
Granted | 0 | 919,573 |
Forfeited | 0 | 967,569 |
Exercised | 1,485,000 | 94,931 |
Expired | 0 | 0 |
Exercised at the end of the period 31.12.2022 | 4,402,500 | 94,931 |
Outstanding at the end of the period 31.12.2022 | 0 | 3,795,420 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 64
| Parent company | Parent company | ||||||
| Group ownership of | ownership of | Group ownership of | ownership of | ||||
| Group companies | shares, % | shares, % | Group companies | shares, % | shares, % | ||
CapMan Plc, parent company | Finland | CapMan Infra Management Oy | Finland | 60% | 60% | ||
CapMan Capital Management Oy | Finland | 100% | 100% | CapMan Infra Lux Management S.á.r.l. | Luxembourg | 60% | |
CapMan Sweden AB | Sweden | 100% | 100% | CapMan Growth Equity 2017 GP Oy | Finland | 100% | 100% |
CapMan AB | Sweden | 100% | 100% | CapMan Nordic Infrastructure Manager S.á.r.l. | Luxembourg | 100% | 100% |
CapMan (Guernsey) Limited | Guernsey | 100% | 100% | CapMan Infra Lynx GP Oy | Finland | 60% | |
CapMan (Guernsey) Buyout VIII GP Limited | Guernsey | 100% | 100% | CapMan Buyout XI GP S.á.r.l | Luxembourg | 100% | 100% |
CapMan (Sweden) Buyout VIII GP AB | Sweden | 100% | 100% | CapMan AIFM Oy | Finland | 100% | 100% |
CapMan Classic GP Oy | Finland | 100% | 100% | Nest Capital III GP Oy | Finland | 100% | 100% |
CapMan Real Estate Oy | Finland | 100% | 100% | CapMan Procurement Services (CaPS) Oy | Finland | 93% | 93% |
Dividum Oy | Finland | 100% | 100% | CapMan Buyout Management Oy | Finland | 100% | 100% |
RG Invest Oy | Finland | 100% | 100% | CapMan Hotels II Holding GP Oy | Finland | 100% | 100% |
CapMan RE II GP Oy | Finland | 100% | 100% | CapMan Wealth Services Oy | Finland | 60% | 60% |
CapMan (Guernsey) Life Science IV GP Limited | Guernsey | 100% | 100% | CapMan Growth Equity II GP Oy | Finland | 100% | 100% |
CapMan (Guernsey) Technology 2007 GP Limited | Guernsey | 100% | 100% | CapMan Special Situations GP Oy | Finland | 100% | 100% |
CapMan (Sweden) Technology Fund 2007 GP AB | Sweden | 100% | 100% | CapMan Special Situations Oy | Finland | 65% | 65% |
CapMan Private Equity Advisors Limited | Cyprus | 100% | 100% | Nest Capital Management AB | Sweden | 100% | 100% |
RG Growth (Guernsey) GP Ltd | Guernsey | 100% | 100% | CM III Feeder GP S.á.r.l. | Luxembourg | 100% | 100% |
CapMan (Guernsey) Investment Limited | Guernsey | 100% | 100% | CaPS Baltic OÜ | Estonia | 56% | |
CapMan (Guernsey) Buyout IX GP Limited | Guernsey | 100% | 100% | Maneq 2010 AB | Sweden | 86% | 86% |
CapMan Fund Investments SICAV-SIF | Luxembourg | 100% | 100% | Maneq 2005 AB | Sweden | 100% | 100% |
CapMan (Guernsey) Buyout X GP Limited | Guernsey | 100% | 100% | CapMan Residential Manager SA | Luxembourg | 60% | 60% |
RG Growth (Guernsey) II GP Ltd | Guernsey | 100% | 100% | CMRF Feeder GP S.á.r.l. | Luxembourg | 60% | |
Maneq 2012 AB | Sweden | 100% | 100% | CMRF Advisors Oy | Finland | 60% | 60% |
CapMan Nordic Real Estate Manager S.A. | Luxembourg | 100% | 100% | CM Nordic Gems GP Oy | Finland | 100% | 100% |
CapMan Buyout X GP Oy | Finland | 100% | 100% | CMH II Feeder GP Sarl | Luxemburg | 100% | 100% |
CapMan Endowment GP Oy | Finland | 100% | 100% | CapMan Nordic Infrastructure II Manager S.á.r.l. | Luxemburg | 100% | 100% |
CapMan Real Estate UK Limited | United Kingdom | 100% | CMNPI GP II Sarl | Luxemburg | 100% | 100% | |
Nest Capital 2015 GP Oy | Finland | 100% | 100% | CapMan Growth Equity III GP Oy | Finland | 100% | 100% |
Kokoelmakeskus GP Oy | Finland | 100% | 100% | CapMan Growth Management Oy | Finland | 65% | 65% |
CapMan Growth Equity Oy | Finland | 100% | 100% | Exmo Solutions OÜ | Estonia | 56% | |
CapMan Real Estate Manager S.A. | Luxembourg | 100% | 100% |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 65
| Group | ||
| ownership | ||
| Group companies | of shares, % | |
| Foreign branches | ||
CapMan Real Estate Denmark, filial av CapMan AB, Sverige | Denmark | 100% |
CapMan Real Estate Oy, filial i Norge | Norway | 100% |
CapMan Procurement Services (CaPS) Oy, filial i Sverige | Sweden | 93% |
CapMan Buyout Management Oy, filial i Sverige | Sweden | 100% |
CapMan Infra Management Oy, filial i Sverige | Sweden | 60% |
Transactions with related parties
In 2023, CapMan recorded fees, totalling approximately EUR 7 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. In the previous financial year 2022, CapMan issued a long-term loan of EUR 210
thousand with a fixed interest rate to Äkäs Capital Oy, a controlled entity of Maximilian Marschan,
member of the Management Group. Äkäs Capital Oy used the loan to purchase an additional 1.5%
ownership share in CapMan Procurement Services (CaPS) Oy, a subsidiary of CapMan Plc.
Receivables from and liabilities to related parties
EUR 1,000 | 2023 | 2022 |
Loan receivables, non-current, from related parties | 242 | 235 |
Capital loan liability to related parties | 120 |
Commitments to related parties
EUR 1,000 | 2023 | 2022 |
Loan commitments | 98 | 112 |
Management remuneration
EUR 1,000 | 2023 | 2022 |
| CEO Pia Kåll | ||
| Salaries and other short-term employee | ||
benefits | 351 | |
Pension costs | 62 | |
Additional pension costs | 35 | |
Share-based payments | 181 | |
Total | 630 | |
| CEO Joakim Frimodig | ||
| Salaries and other short-term employee | ||
benefits | 130 | 453 |
Pension costs | 23 | 80 |
Additional pension costs | 13 | 45 |
Share-based payments | –68 | 793 |
Total | 98 | 1,371 |
| Management group excl. CEO | ||
| Salaries and other short-term employee | ||
benefits | 2,886 | 3,483 |
Share-based payments | 585 | 1,106 |
Total | 3,472 | 4,590 |
Remuneration and fees of the Board of Directors
EUR 1,000 | 2023 | 2022 | |
Joakim Frimodig | as of March 15, 2023 | 291 | |
Andreas Tallberg | until March 15, 2023 | 16 | 69 |
Johan Bygge | 44 | 44 | |
Mammu Kaario | 55 | 55 | |
Catarina Fagerholm | 45 | 45 | |
Eero Heliövaara | until March 16, 2022 | 11 | |
Olli Liitola | 43 | 42 | |
Johan Hammarén | 42 | 42 | |
Yhteensä | 537 | 309 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 66
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, incl. CEO, have allocated a total of 780,000 shares (740,000
shares in 2022) to the investment-based long-term incentive plan 2022–25. The program PSP
2020–23 has ended and at the end of the previous financial year, the Management Group members
had allocated a total of 660,000 shares to this plan. The Management Group members were not
granted any stock options during the current or previous financial year. The Management Group and
other employees have similar terms in the investment-based long-term incentive plans and stock
options granted earlier (see Note 30).
32. Financial risk management
The purpose of financial risk management is to ensure that the Group has adequate and effectively
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 Risk and Valuation team, which monitors the performance and the price risk of
the investment portfolio (financial assets measured at fair value through profit or loss) independently
and objectively of the investment teams. The Risk and Valuation team is responsible for reviewing
the monthly reporting and forecasts for portfolio companies. Valuation proposals are examined by
the Risk and Valuation team and subsequently reviewed and decided by the Valuation Committee,
which comprises at least Valuation Controller, Risk Manager and at least one CapMan AIF Manager’s
Board of Directors. 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.
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 67
| Due between | |||||
| Due within 3 | 3 and 12 | Due between | Due between | ||
| 31 December 2023, EUR 1,000 | months | months | 1 and 3 years | 3 and 5 years | Due later |
Bonds | 50,000 | 40,000 | |||
Accounts payable | 2,101 | ||||
Interests, bonds | 3,800 | 5,474 | 503 | ||
Company acquisitions liabilities | 3,842 | ||||
Commitments to funds | 4,194 | 11,371 | 6,187 | 13,151 | 50,287 |
Lease liabilities (IFRS 16) | 308 | 882 | 2,852 |
| Due between | |||||
| Due within 3 | 3 and 12 | Due between | Due between | ||
| 31 December 2022, EUR 1,000 | months | months | 1 and 3 years | 3 and 5 years | Due later |
Bonds | 50,000 | 40,000 | |||
Accounts payable | 1,167 | ||||
Interests, bonds | 3,800 | 7,474 | 2,303 | ||
Company acquisitions liabilities | 6,933 | ||||
Commitments to funds | 0 | 11,544 | 6,779 | 590 | 70,198 |
Lease liabilities (IFRS 16) | 323 | 976 | 1,089 | 876 | |
b) Interest rate risk
At the end of the financial year, interest-bearing liabilities carry 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 or the previous year. The interest
rate of the credit facility is the aggregate of the reference rate (Euribor) and the margin, which is
dependent on the Group’s net gearing and is in the range of 1.75% to 2.70%.
The sustainability-linked senior bond issued in April 2022 carry initially an annual coupon rate of
4.500% paid annually. Failure to fulfill the agreed sustainability-linked targets by the end of 2023
would have increased the interest rate by 0.500%-points, at maximum, for the remainder of the loan
term, but CapMan succeeded in fulfilling the sustainability-linked conditions and thus, the interest
rate will remain at 4.500% for the remainder of the loan term.
The senior bond issued in December 2020 carry a coupon rate of 4.000% p.a., which is paid
once a year.
Loans according to interest rate EUR 1,000 | 2023 | 2022 |
Floating rate | 0 | 0 |
Fixed rate | 89,750 | 89,770 |
Total | 89,750 | 89,770 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 68
| Other | ||||
EUR 1,000 | SEK | USD | currencies | Total |
2023 | 2,925 | 25,158 | 2,271 | 30,354 |
2022 | 6,280 | 26,003 | 1,799 | 34,082 |
EUR 1,000 | 2023 | 2022 |
Interest-bearing loans | 93,856 | 92,966 |
Cash and cash equivalents | –41,017 | –55,571 |
Net debt | 52,839 | 37,395 |
Equity | 115,125 | 142,144 |
Net gearing | 45.9% | 26.3% |
Return on equity | 2.6% | 30.5% |
Equity ratio | 47.8% | 52.7% |
is committed to Science Based Targets and climate net zero target and has established short-term,
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 69
EUR 1,000 | Fair value | Level 1 | Level 2 | Level 3 |
Investments in funds | 158,907 | 980 | 0 | 157,927 |
Other non-current investments | 508 | 482 | 0 | 25 |
Current financial assets at FVTPL* | 275 | 116 | 159 | 0 |
EUR 1,000 | Level 1 | Level 2 | Level 3 | Total |
| Non-current investments at fair value through | ||||
| profit or loss | ||||
| Investments in funds | ||||
at Jan 1 | 1,197 | 167,866 | 169,063 | |
Additions | 18,097 | 18,097 | ||
Distributions | –17,615 | –17,615 | ||
Disposals | –3,975 | –3,975 | ||
Fair value gains/losses | –5,926 | –5,926 | ||
Transfers* | –217 | –520 | –737 | |
at the end of period | 980 | 157,927 | 158,907 | |
| Other investments | ||||
at Jan 1 | 408 | 0 | 25 | 433 |
Additions | 46 | 46 | ||
Fair value gains/losses | 28 | 28 | ||
at the end of period | 482 | 0 | 25 | 508 |
EUR 1,000 | Fair value | Level 1 | Level 2 | Level 3 |
Investments in funds | 169,063 | 1,197 | 0 | 167,866 |
Other non-current investments | 434 | 408 | 0 | 25 |
Current financial assets at FVTPL* | 65 | 0 | 65 | 0 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 70
EUR 1,000 | Level 1 | Level 2 | Level 3 | Total |
| Non-current investments at fair value through | ||||
| profit or loss | ||||
| Investments in funds | ||||
at Jan 1 | 236 | 129,776 | 130,012 | |
Additions | 29,313 | 29,313 | ||
Distributions | –27,600 | –27,600 | ||
Disposals | –1 | –1 | ||
Fair value gains/losses | 36,685 | 36,685 | ||
Transfers* | 961 | –307 | 654 | |
at the end of period | 1197 | 167,866 | 169,063 | |
| Other investments | ||||
at Jan 1 | 368 | 0 | 25 | 393 |
Additions | 45 | 45 | ||
Fair value gains/losses | –5 | –5 | ||
at the end of period | 408 | 0 | 25 | 434 |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 71
| Fair value MEUR, | Used input value (weighted | |||||
| Investment area | 31.12.2023 | Valuation methodology | Unobservable inputs | average) | Change in input value | Fair value sensitivity |
Peer group earnings multiples | EV/EBITDA 2023,11.2× | +/– 10% | +/– 0.8 MEUR | |||
Growth Equity | 15.2 | Peer group | ||||
Discount to peer group multiples | 22% | +/– 10% | –/+ 0.3 MEUR | |||
Peer group earnings multiples | EV/EBITDA 2023,6.5× | +/– 10% | +/– 3.7 MEUR | |||
Buyout | 28.3 | Peer group | ||||
Discount to peer group multiples | 11% | +/– 10% | –/+ 0.9 MEUR | |||
EUR/SEK 11.0960 | +/–1% | –/+ 0.1 MEUR | ||||
Real Estate | 40.4 | Valuation by an independent | FX rate | EUR/DKK 7.4529 | +/–1% | –/+ 0.1 MEUR |
| valuer | ||||||
EUR/NOK 11.2405 | +/–1% | –/+ 0.0 MEUR | ||||
Terminal value | EV/EBITDA 15.1× | +/– 5% | +/– 1.1 MEUR | |||
Infrastructure | 10.1 | Discounted cash flows | Discount rate; market rate and | 13% | +/– 100 bps | –/+ 1.9 MEUR |
| risk premium | ||||||
Credit | 6.0 | Discounted cash flows | Discount rate; market rate and | 10% | +/– 100 bps | –0.1 MEUR / value change based on a |
| risk premium | change in the discount rate is not booked | |||||
Peer group earnings multiples | EV/EBITDA 2023,7.4× | +/– 10% | +/– 0.2 MEUR | |||
Special Situations | 3.1 | Peer group | ||||
Discount to peer group multiples | 28% | +/– 10% | –/+ 0.1 MEUR | |||
| Investments in | 16.0 | Reports from PE fund | ||||
| funds-of-funds | management company | |||||
| Investments in external | 38.7 | Reports from PE fund | ||||
| venture capital funds | management company |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 72
| Fair Value MEUR, | Used input value (weighted | |||||
| Investment area | 31 Dec 2022 | Valuation methodology | Unobservable inputs | average) | Change in input value | Fair value sensitivity |
Peer group earnings multiples | EV/EBITDA 2022,9.3× | +/– 10% | +/– 1.3 MEUR | |||
Growth | 18.7 | Peer group | ||||
Discount to peer group multiples | 24% | +/– 10% | –/+ 0.5 MEUR | |||
Peer group earnings multiples | EV/EBITDA 2022,7.4× | +/– 10% | +/– 2.3 MEUR | |||
Buyout | 26.1 | Peer group | ||||
Discount to peer group multiples | 16% | +/– 10% | –/+ 0.6 MEUR | |||
EUR/SEK 11.1218 | +/–1% | –/+ 0.1 MEUR | ||||
Real Estate | 44.0 | Valuation by an independent | FX rate | EUR/DKK 7.4365 | +/–1% | –/+ 0.1 MEUR |
| valuer | ||||||
EUR/NOK 10.5138 | +/–1% | –/+ 0.0 MEUR | ||||
Terminal value | EV/EBITDA 17.1× | +/– 5% | +/– 1.0 MEUR | |||
Infrastructure | 13.1 | Discounted cash flows | Discount rate; market rate and | 15% | +/– 100 bps | –/+ 1.0 MEUR |
| risk premium | ||||||
Credit | 4.3 | Discounted cash flows | Discount rate; market rate and | 10% | +/– 100 bps | –0.1 MEUR / value change based on a |
| risk premium | change in the discount rate is not booked | |||||
Peer group earnings multiples | EV/EBITDA 2022,7.6× | +/– 10% | +/– 0.2 MEUR | |||
Special Situations | 2.9 | Peer group | ||||
Discount to peer group multiples | 23% | +/– 10% | –/+ 0.0 MEUR | |||
| Investments in funds-of- | 16.5 | Reports from PE fund | ||||
| funds | management company | |||||
| Investments in external | Reports from PE fund | Company level negative | ||||
| venture capital funds | 42.5 | management company and | adjustment for the reported | 14% | +/– 10% | –0.7 MEUR / + 0.7 MEUR |
| possible ajustment by CapMan | value by CapMan |
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 73
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 74
33. Events after the financial year
CapMan signed on 21 December 2023 an agreement on the acquisition of all the shares of Dasos
Capital Oy (“Dasos”) from the company’s current shareholders. Dasos is a leading timberland and
natural capital investment asset manager in Europe and a significant player globally. The acquisition
will expand CapMan’s activities into natural capital and timberland investments and will bring several
opportunities to expand and develop Natural Capital as a new investment area through its offering
in the form of other natural capital and impact products. In 2022, Dasos Group’s adjusted turnover
was EUR 4.5 million and operating profit was EUR 2.2 million. Operating profit for 2023 is projected
at approximately EUR 2.7 million. The acquisition is estimated to expand CapMan’s fee-generating
assets under management by approximately EUR 630 million.
The acquisition is intended to be completed during the first half of 2024, following the comple-
tion of the conditions precedent. The equity price paid at closing equals the enterprise value of EUR
35 million adjusted with net debt/cash at closing and certain customary post-closing adjustments
(the “Purchase Price”). CapMan intends to pay the Purchase Price by a directed share issue to the
current shareholders of Dasos (the “Share Issue”) and with a cash component, which amounts to a
maximum of approximately 9 per cent of the Purchase Price. The subscription price for the shares
issued in the Share Issue is agreed at EUR 2.0938 per share, and the total number of issued shares
is estimated at 18.3 million. The Purchase Price is now anticipated to be approximately EUR 41.6
million at closing. In addition, CapMan has committed to paying an additional earn-out consider-
ation of a maximum EUR 5 million based on management fee turnover incurred in 2025 and 2026,
payable when the management fees of the funds managed by Dasos exceed certain limits. The
additional consideration will be paid later in 2026 and 2027 in CapMan’s shares.
On the balance sheet date, the completion of the acquisition was subject to CapMan’s
Extraordinary General Meeting held on January 18, 2024, authorising the Board of Directors
to resolve on the issuance of new shares, and also conditional on the approvals by the Finnish
Competition and Consumer Authority and the Finnish Financial Supervisory Authority as well as
consents from certain investors of certain funds managed by Dasos. CapMan Extraordinary General
Meeting authorised the Board of Directors to resolve on the issuance of new shares, and the Finnish
Competition and Consumer Authority approved the transaction in the beginning of February 2024.
On February 6, 2024, being the date when the financial statements were authorised for issue,
the completion of the acquisition was still conditional on the approvals by the Finnish Financial
Supervisory Authority as well as consents from certain investors of certain funds managed by Dasos.
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 75
Parent Company Income Statement (FAS)
EUR Note 1.1.–31.12.2023 1.1.–31.12.2022
Turnover 1 6,815,795.44 5,263,341.70
Other operating income 2 –142,640.32 1,083,303.07
Raw materials and services 3 0.00 0.00
Employee benefit expenses 4 –6,300,619.64 –9,132,098.80
Depreciation 5 –97,783.34 –99,398.53
Other operating expenses 6 –4,049,856.25 –4,041,336.19
Operating loss –3,775,104.11 –6,926,188.75
Finance income and costs 7 19,364,289.83 19,344,116.96
Profit before appropriations and taxes 15,589,185.72 12,417,928.21
Appropriations 8 3,129,500.00 0.00
Income taxes –944.21 0.00
Loss for the financial year 18,717,741.51 12,417,928.21
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 76
Parent Company Balance Sheet (FAS)
EUR Note 31.12.2023 31.12.2022
ASSETS
Non-current assets
Intangible assets 9 6,886.40 41,656.94
Tangible assets 10 151,822.57 205,785.37
Investments 11
Shares in subsidiaries 126,199,336.83 127,798,504.09
Investments in associated companies 34,211.38 34,211.38
Other investments 10,593,627.04 10,559,049.01
Other receivables
1)
6,294,849.42 6,727,077.34
Investments total 143,122,024.67 145,118,841.82
Non-current assets, total 143,280,733.64 145,366,284.13
Current assets
Short-term receivables 12 24,489,032.09 21,059,643.21
Investments 13 1,000,000.00 0.00
Cash and bank 22,056,494.29 25,218,756.17
Current assets, total 47,545,526.38 46,278,399.38
Total assets 190,826,260.02 191,644,683.51
EUR Note 31.12.2023 31.12.2022
SHAREHOLDERS’ EQUITY AND LIABILITIES
Shareholders’ equity 14
Share capital 771,586.98 771,586.98
Share premium account 38,968,186.24 38,968,186.24
Invested unrestricted shareholders’ equity 18,119,799.89 32,374,156.86
Retained earnings 688,394.09 944,536.16
Profit for the financial year 18,717,741.51 12,417,928.21
Shareholders’ equity, total 77,265,708.71 85,476,394.45
Liabilities
Non-current liabilities 15 91,432,514.15 91,283,773.76
Current liabilities 16 22,128,037.16 14,884,515.30
Liabilities, total 113,560,551.31 106,168,289.06
Total shareholders’ equity and liabilities 190,826,260.02 191,644,683.51
1)
Long-term receivables have been reclassified from current assets to non-current assets and figures for the comparison period have been adjusted accordingly.
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 77
Parent Company Cash Flow Statement (FAS)
EUR 1.1.–31.12.2023 1.1.–31.12.2022
Liiketoiminnan rahavirrat
Profit before extraordinary items 15,589,186 12,417,928
Finance income and costs –19,364,290 –19,344,117
Adjustments to cash flow statement
Depreciation, amortisation and impairment 97,783 99,399
Gain on sale of subsidiary shares 0 –1,433,384
Change in net working capital
Change in current assets, non-interest-bearing 611,149 1,126,446
Change in current liabilities, non-interest-bearing –144,400 –808,489
Interest paid –4,436,439 –3,312,011
Interest received 729,394 230,135
Dividends received 22,603,554 22,966,087
Direct taxes paid –34,717 0
Cash flow from operations 15,651,220 11,941,994
Cash flow from investments
Acquisition of subsidiaries –206,874 0
Cash of a dissolved or merged subsidiary 160,000 765,825
Investments in subsidiaries –7,987,603 –17,234,994
Sale of subsidiary shares 3,789,444 321,702
Repayment of capital from subsidiaries 4,898,789 428,957
Investments in tangible and intangible assets –9,050 –111,038
Investments in other placements, net –999,707 –25,383
Loan receivables granted –1,992,287 –1,470,139
Repayment of loan receivables 2,381,031 1,118,426
Cash flow from investments 33,743 –16,206,644
EUR 1.1.–31.12.2023 1.1.–31.12.2022
Cash flow from financing activities
Repayment of capital –14,254,357 –17,296,893
Proceeds from long-term borrowings 0 39,778,500
Repayment of long-term borrowings 0 –31,520,000
Dividends paid –12,671,736 –6,288,998
Change in group liabilities 7,482,742 4,302,718
Group contributions received 742,000 7,807,936
Cash flow from financing activities –18,701,351 –3,216,737
Change in cash and cash equivalents –3,016,388 –7,481,388
Cash and cash equivalents at beginning of year 25,218,755 32,456,355
Translation difference –145,873 243,789
Cash and cash equivalents at end of year 22,056,494 25,218,755
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 78
Basis of preparation for parent company financial statements
Basis of preparation for parent company financial statements
CapMan Plc’s financial statements for 2023 have been prepared
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 future
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 accumu-
lated depreciation and amortisation according to the plan, except
for assets having an indefinite useful life.
Receivables
Receivables comprise receivables from Group companies and
associated companies, trade receivables, accrued income and
other receivables. Receivables are recorded at nominal value,
however no higher than at probable value. Receivables are
classified as non-current assets if the maturity exceeds 12
months.
Financial risk management and derivative instruments
The financial risk management of CapMan Group is centralised
with the parent company. The financial risk management princi-
ples are provided in the Notes to the Group financial statements
under 32. Financial risk management.
CapMan Plc uses derivative instruments, such as foreign
exchange forwards, to hedge against currency changes incurred
to its certain and significant foreign currency denominated trade
receivables. Derivative instruments are measured at the lower of
their cost or market value.
Non-current liabilities
Senior bonds maturing later than one year after the balance
sheet date are recorded as non-current liabilities at nominal
value.
Current liabilities
Bonds maturing within one year are presented as current liabili-
ties and measured at their nominal value. Derivative liabilities are
measured at fair value.
Leases
Lease payments are recognised as other expenses. The
remaining 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 given
and received group contributions and possible depreciation in
excess of plan, and in the balance sheet, possible accumulated
depreciation in excess of plan.
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 79
1. Turnover by area
EUR 2023 2022
Sale of services
Finland 1,106,945 1,998,491
Foreign 5,708,850 3,264,850
Total 6,815,795 5,263,342
2. Other operating income
EUR 2023 2022
Turnover translation difference –185,905 –370,371
Gain on sale of subsidiary shares 43,249 1,453,658
Other operating income 16 16
Total –142,640 1,083,303
3. Raw materials and services
EUR 2023 2022
Change in inventories 0 0
Total 0 0
4. Personnel
EUR 2023 2022
Salaries and wages 5,497,998 8,224,832
Pension expenses 664,920 814,879
Other personnel expenses 137,702 92,388
Total 6,300,620 9,132,099
Management remuneration
Salaries and other remuneration of the CEO
Joakim Frimodig (1.1.–15.3.2023) 922,804 1,741,618
Pia Kåll (15.3.–31.12.2023) 350,036 0
Board members 535,560 318,996
Average number of employees 35 33
Management remuneration is presented in the Group Financial Statements Table 31. Related party
disclosures.
5. Depreciation
EUR 2023 2022
Depreciation according to plan
Other long-term expenditure 34,771 52,586
Machinery and equipment 63,013 46,813
Total 97,784 99,399
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 80
6. Other operating expenses
EUR 2023 2022
Other personnel expenses 189,400 354,313
Office expenses 114,449 331,262
Travelling and entertainment 348,374 315,634
External services 2,201,296 1,884,903
Internal services 1,044,488 873,811
Other operating expenses 151,849 281,413
Total 4,049,856 4,041,336
Audit fees
Audit 115,738 107,021
Other fees and services 0 18,564
Total 115,738 125,585
7. Finance income and costs
EUR 2023 2022
Dividend income
Group companies 21,231,776 22,966,087
Total 21,231,776 22,966,087
Other interest and finance income
Group companies 2,297,813 720,139
Others 797,787 857,581
Total 3,095,600 1,577,721
Interest and other finance costs
Impairment of shares and interests –215,411 336,851
Write-down of receivables –11,338 –1,184,363
Group companies –350,580 0
Others –4,385,755 –4,352,178
Total –4,963,084 –5,199,691
Finance income and costs total 19,364,292 19,344,117
8. Appropriations
EUR 2023 2022
Group contributions received 3,129,500 0
9. Intangible assets
EUR 2023 2022
Intangible rights
Acquisition cost at 1 January 828,188 828,188
Acquisition cost at 31 December 828,188 828,188
Accumulated depreciation at 1 January –828,188 –828,188
Accumulated depreciation at 31 December –828,188 –828,188
Book value on 31 December 0 0
Other long-term expenditure
Acquisition cost at 1 January 2,677,518 2,677,518
Additions 0 0
Acquisition cost at 31 December 2,677,518 2,677,518
Accumulated depreciation at 1 January –2,635,861 –2,583,275
Depreciation for the financial period –34,771 –52,586
Accumulated depreciation at 31 December –2,670,632 –2,635,861
Book value on 31 December 6,886 41,657
Intangible rights total 6,886 41,657
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 81
10. Tangible assets
EUR 2023 2022
Machinery and equipment
Acquisition cost at 1 January 1,327,023 1,215,985
Additions 9,050 111,038
Acquisition cost at 31 December 1,336,073 1,327,023
Accumulated depreciation at 1 January –1,143,978 –1,097,165
Depreciation for the financial period –63,013 –46,813
Accumulated depreciation at 31 December –1,206,991 –1,143,978
Book value on 31 December 129,082 183,045
Other tangible assets
Acquisition cost at 1 January 22,739 22,739
Book value on 31 December 22,739 22,739
Tangible assets total 151,821 205,784
11. Investments
EUR 2023 2022
Shares in subsidiaries
Acquisition cost at 1 January 127,068,504 110,347,424
Additions 8,194,477 17,234,994
Disposals –8,848,233 –850,765
Impairments –215,411 336,851
Acquisition cost at 31 December 126,199,337 127,068,504
EUR 2023 2022
Shares in associated companies
Acquisition cost at 1 January 34,212 34,212
Disposals 0 0
Acquisition cost at 31 December 34,212 34,212
Shares, other
Acquisition cost at 1 January 10,559,050 10,558,186
Additions 46,209 75,314
Disposals –293 –4,618
Impairment –11,338 –69,832
Acquisition cost at 31 December 10,593,628 10,559,050
Other receivables
Receivables from Group companies
Capital loan receivables 0 730,000
Loan receivables* 0 1,329,471
Other loan receivables* 2,161,043 209,805
Accounts receivable* 4,133,806 5,187,801
Long-term receivables total 6,294,849 7,457,077
Investments total 143,122,026 145,366,284
* Non-current loan receivabless and accounts receivable have been reclassified from current assets to
non-current assets and figures for the comparison period have been adjusted accordingly.
The subsidiaries and the associated companies are presented in the Notes to the Consolidated Financial
Statements, Table 31. Related party disclosures.
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 82
12. Short-term receivables
EUR 2023 2022
Receivables from Group companies
Accounts receivable 353,428 0
Accrued income 24,062 145
Dividend receivables 0 256,320
Loan receivables 14,039,759 14,289,759
Other receivables 6,978,048 3,497,576
Total 21,395,297 18,043,800
Accounts receivable 1,575,041 1,435,601
Loan receivables 848,039 808,530
Other receivables 166,525 330,845
Accrued income 504,130 440,868
Short-term receivables total 24,489,032 21,059,643
13. Investments
EUR 2023 2022
Acquisition cost at 1 January 0 0
Additions 1,000,000 0
Acquisition cost at 31 December 1,000,000 0
Investments, total 1,000,000 0
14. Shareholders’ equity
EUR 2023 2022
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 32,374,157 49,671,050
Invested unrestricted shareholders’ equity, disposals –14,254,357 –17,296,893
Invested unrestricted shareholders’ equity at 31 December 18,119,800 32,374,157
Retained earnings at 1 January 13,362,464 7,236,929
Dividend payment –12,674,070 –6,292,393
Retained earnings at 31 December 688,394 944,536
Profit for the financial year 18,717,742 12,417,928
Shareholders’ equity, total 77,265,709 85,476,394
Calculation of distributable funds
Retained earnings 688,394 944,536
Profit for the financial year 18,717,742 12,417,928
Invested unrestricted shareholders’ equity 18,119,800 32,374,157
Total 37,525,936 45,736,621
CapMan Plc’s share capital is divided as follows:
2023
Number of
shares
2022
Number of
shares
Series B share (1 vote/share) 158,849,387 158,054,968
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 83
15. Non-current liabilities
EUR 2023 2022
Senior bonds 89,750,033 89,650,433
Other non-current liabilities 1,682,481 1,633,340
Non-current liabilities total 91,432,514 91,283,774
16. Current liabilities
EUR 2023 2022
Accounts payable 466,074 146,661
Liabilities to Group companies
Group account at OP Yrityspankki Plc 18,038,256 10,555,514
Accounts receivable 0 68,382
Accounts payable 86,827 8,543
Other liabilities 166,354 114,736
Accrued expenses 108,003 89,537
Total 18,399,440 10,836,712
Other liabilities 903,279 926,408
Accrued expenses 2,359,243 2,974,734
Current liabilities total 22,128,036 14,884,515
17. Contingent liabilities
EUR 2023 2022
Leasing agreements
Operating lease commitments
Within one year 135,226 211,124
After one but not more than five years 66,654 97,088
Total 201,880 308,212
Other hire purchase commitments
Within one year 757,008 703,098
After one but not more than five years 1,577,100 58,592
Total 2,334,108 761,690
Securities and other contingent liabilities
Contingencies for own commitment
Enterprise mortgages 60,000,000 60,000,000
Investment commitments to other funds 1,003,556 250,740
Other contingent liabilities 1,204,663 2,044,288
Total 62,208,219 62,295,028
Contingencies for subsidiaries’ commitments
Investment commitments 207,656 207,656
Total 207,656 207,656
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 84
18. Derivative instruments
EUR 2023 2022
Nominal amount of derivatives
Foreign exchange forwards 5,319,743 6,327,027
Total 5,319,743 6,327,027
Fair value of derivatives
Foreign exchange forwards 116,491 64,927
Total 116,491 64,927
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 85
Helsinki 6.2.2024
Joakim Frimodig Mammu Kaario
Chairman
Catarina Fagerholm Johan Hammarén
Olli Liitola Johan Bygge
Pia Kåll
CEO
The Auditor’s Note
Our report has been issued today.
Helsinki 6.2.2024
Ernst & Young Oy
Audit firm
Kristina Sandin
Authorised Public Accountant
Signatures to the Report of the Board of Directors and Financial Statements
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 86
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 December,
2023. The financial statements comprise the consolidated
balance sheet, statement of comprehensive income, statement
of changes in equity, statement of cash flows and notes,
including material accounting policy information, 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 perfor-
mance and its cash flows in accordance with IFRS Accounting
Standards as adopted by the EU.
•
the financial statements give a true and fair view of the parent
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 and Risk 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 consolidated
financial statements.
We believe that the audit evidence we have obtained is
sufficient 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 financial
statements of the current period. These matters were addressed
in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
We have fulfilled the responsibilities described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of
our report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures,
including the procedures performed to address the matters
below, provide the basis for our audit opinion on the accompa-
nying 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.
Auditor’s report (Translation of the Finnish original)
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 87
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 59,4 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 depending 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, assessing the process for recog-
nizing revenue and identifying controls relating
to revenue recognition.
We examined sales cutoff with analytical
procedures. We supplemented our procedures
with test of details on a transaction level on
a random basis in order to ensure that the
revenue has been recognized in a correct
accounting period and it’s based on the
corresponding agreements.
In addition, we assessed the adequacy of
disclosures relating to the fee and commission
income of the group.
Key Audit Matter How our audit addressed the Key Audit
Matter
Valuation of non-liquid investments
We refer to the accounting policies in the financial
statements and the Notes 17 and 32.
The Group’s investment portfolio 31.12.2023
amounts to 158,9 million euros. The investment
portfolio includes mainly investments to
funds managed by CapMan group companies.
Determination of the fair value of funds and
direct investments to portfolio companies is
executed 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 assumptions could lead to
different estimates of fair value.
Valuation of non-liquid investments was
determined to be a key audit matter and a
significant risk of material misstatement
referred to in EU Regulation No 537/2014 point
(c) of Article 10(2).
Our audit procedures to address the risk of
material misstatement relating to valuation
of non-liquid investments included, among
others:
•
Developing an understanding of the private
equity and real estate portfolios.
•
Reviewing the price of recent transactions
and investments.
•
Assessing assumptions used in the valua-
tions and obtaining an understanding that
the valuation appropriately reflects the risks
of the portfolios.
•
Comparing the assumptions against
established policies and determining if they
have been applied appropriately.
•
Reviewing and assessing the valuations
determined by CapMan or other party.
•
Assessing whether the International Private
Equity and Venture Capital Valuation
Guidelines and valuation methodology of
IFRS have been applied correctly.
Our valuation specialists were involved in the
audit.
In addition, we assessed the adequacy
of disclosures relating to the non-liquid
investments.
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 88
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 IFRS Accounting
Standards as adopted by the EU, and of financial statements that
give a true and fair view in accordance with the laws and regula-
tions governing the preparation of financial statements in Finland
and comply with statutory 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 misstate-
ment, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an audit conducted
in accordance with good auditing practice will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial
statements.
As part of an audit in accordance with good auditing practice,
we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide
a basis for our opinion. The risk of not detecting a 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 appropriate
in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the parent company’s or the
group’s internal control.
•
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 regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficien-
cies in internal control that we identify during our audit.
We also provide those charged with governance with a state-
ment that we have complied with relevant ethical requirements
regarding independence and communicate with them all relation-
ships 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
significance 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 extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Other Reporting Requirements
Information on our audit engagement
We were appointed as auditors by the Annual General Meeting on
March 14, 2018 and our appointment represents a total period
of uninterrupted engagement of six years.
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 89
Other information
The Board of Directors and the Managing Director are responsible
for the other information. The other information comprises 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 incon-
sistent 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 whether 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 accor-
dance with the applicable laws and regulations.
If, based on the work we have performed on the other information
that we obtained prior to the date of this auditor’s report, we conclude
that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Helsinki February 6, 2024
Ernst & Young Oy
Authorized Public Accountant Firm
Kristina Sandin
Authorized Public Accountant
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 90
To the Board of Directors of CapMan Oyj
We have performed a reasonable assurance engagement on the
iXBRL tagging of the consolidated financial statements included
in the digital files CapManPlc-2023-12-31-fi.zip of CapMan
Oyj (business identity code: 0922445-7) for the financial year
1.1.–31.12.2023 to ensure that the financial statements are
marked/tagged with iXBRL 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 ESESF RTS. This responsibility includes:
•
Preparation of ESEF-financial statements in accordance with
Article 3 of ESEF RTS
•
Tagging the primary financial statements, notes to the
financial statements and the entity identifier information in
the consolidated financial statements included within the
ESEF-financial statements by using the iXBRL mark ups in
accordance with Article 4 of ESEF RTS
•
Ensuring consistency between ESEF financial statements and
audited financial statements.
The Board of Directors and Managing Director are also respon-
sible for such internal control as they determine is necessary
to enable the preparation of ESEF financial statements in
accordance the requirements of ESEF RTS.
Auditor’s Independence and Quality Management
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 firm applies International Standard on Quality
Management (ISQM) 1, which requires the firm to design,
implement and operate a system of quality management
including policies or 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
assurance 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 material
respects with Article 4 of the ESEF RTS
•
whether the tagging of the notes to the financial statements
and the entity identifier information in the consolidated
financial statements complies in all material respects with
Article 4 of the ESEF RTS
•
whether the ESEF-financial statements are consistent with the
audited financial statements.
The nature, timing and extent of the procedures selected depend
on the auditor’s judgement including the assessment of risk of
material departures from requirements sets out in the ESEF RTS,
whether due to fraud or error.
We believe that the evidence we have obtained is sufficient and
appropriate to provide a basis for our statement.
Opinion
In our opinion the tagging of the primary financial statements,
notes to the financial statements and the entity identifier
information in the consolidated financial statements included in
the ESEF financial statements CapManPlc-2023-12-31-fi.zip of
CapMan Oyj for the year ended 1.1.–31.12.2023 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 1.1.–31.12.2023 is included in
our Independent Auditor’s Report dated 6.2.2024. In this report,
we do not express an audit opinion any other assurance on the
consolidated financial statements.
Helsinki 1.3.2024
Ernst & Young Oy
Authorized Public Accountant Firm
Kristina Sandin
KHT
Independent Auditor’s Report on CapMan Oyj’s
ESEF-Consolidated Financial Statements (Translation of the Finnish original)
ANNUAL REPORT 2023 FINANCIAL STATEMENTS 91