743700498L5THNQWVL66-2025-12-31-en


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What we do


Real estate We acquire transitional properties that can be enhanced through redevelopment or repurposing, as well as seek high-quality investments that generate risk-adjusted returns for investors.		Infrastructure We offer tailored solutions for local asset owners facing funding pressure or contemplating portfolio restructuring. We mainly invest from our funds, but also execute mandate- based investments in companies beyond the focus of the fund.		Natural capital We manage sustainable forestry investments, natural sites and forest carbon sinks, as well as develop value in Europe. We see forest and natural capital investment as an environmentally and socially responsible activity that contribute to sustainable, low-carbon development while generating returns to investors.		Real asset debt CapMan Real Asset Debt offers tailored real estate debt financing across nearly all real estate segments with a focus on the DACH and Benelux regions. It offers competitive solutions for borrowers in complex situations when e.g. bank financing is limited or unavailable.		Private equity Our dedicated investment teams and experienced advisor networks develop and implement growth strategies, build international organisations, execute acquisitions and arrange financing.		Wealth We serve investors that want to access the best global private and public market solutions across all asset classes.


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CEO’S REVIEW

Positioned for

profitable growth

The year 2025 was marked by accelerated strategy

execution and growth for CapMan. We took significant

steps towards achieving our strategic objective of

reaching EUR 10 billion of assets under management and

completed several structural moves that further

strengthen CapMan’s focus on real asset investments.

Highlights of 2025 include CapMan Real Estate fund

Hotels II’s acquisition of Midstar Fastigheter AB’s hotel

portfolio, the establishment of a new investment area

Real Asset Debt following the partnership with CAERUS

Debt Investments AG, and the first close in Natural

Capital’s next flagship fund European Forest Fund IV. All

of these, combined with solid intake of new capital

across investment areas brought CapMan’s assets under

management to a new record level of EUR 7.2 billion at

the end of 2025.

The market conditions continued to be challenging, and

especially the first half of 2025 showed increased

economic and geopolitical uncertainty, which spiked

with the US tariff announcements in April. While the

uncertainty had limited immediate impact on CapMan’s

existing fee generating business, which is based on

We grew our

assets under

management

with EUR 1.1

billion during

the year.

long-term agreements with good predictability, the

fundraising market continued to be subdued with

prolonged processes.

Despite the overall market sentiment, we took in some

EUR 1.5 billion of new capital during the year by raising

EUR 900 million to our funds and adding EUR 600

million of assets under management through the

acquisition of CAERUS. With a significant number of

successful exits completed during the year, the net

growth in assets under management was EUR 1.1 billion.

This is an excellent achievement and shows the strong

track record of our investment strategies, the dedication

of our teams and the trust we have built among our fund

investors. Private markets continue to offer an attractive

alternative for investors seeking diversification benefits,

and the market is expected to continue to show attractive

growth over the mid- and long-term.


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Increased investment activity and strong

sustainable value creation across funds

Fund returns across all

CapMan investment areas

continued to develop

positively.

Fund returns across all CapMan investment areas

continued to develop positively during the year, and both

new investments and exits returned to healthy levels.

CapMan’s DNA of active value creation is a strategic

advantage especially in turbulent economic times. By

working closely with our assets, we actively create value,

drive growth, adapt to changing external requirements

and work to future-proof the assets.

The Nordic real estate market has offered attractive

opportunities, and CapMan Real Estate made six new

investments in 2025. In addition, the acquisition of

Midstar hotel portfolio with 28 properties made Hotels II

fund a leading private Nordic hotel platform. Sustainable

asset management and value creation enables exits also

in tougher market conditions, and the team completed

three exits with excellent returns.

CapMan Infra has made several add-on acquisitions

during the year to develop assets and accelerate growth.

Introducing innovative sustainable solutions together with

our portfolio companies is at the core of value creation

work. One concrete example of this is the development of

7.2

ASSETS UNDER MANAGEMENT, MEUR

the world’s largest sand-based thermal storage, also

known as a sand battery, at Loviisan Lämpö’s district

heating network in Finland. This is also a good example

of how cost-efficiency, financial returns and sustainability

come together in our investments.

6.1

CapMan Natural Capital had a strong year that was

concluded with the first closing of the flagship fund

European Forest Fund IV in December. The team also

5.0

4.9

demonstrated their long-term value creation capabilities

in active forest management through realising excellent

returns in the exits of a portfolio of approximately 24,000

hectares of forest assets located in Latvia and Lithuania

and by beginning to divest their eucalyptus portfolio in

Portugal. CapMan Natural Capital continues to be one of

the largest independent forest owners in the European

Union, with operations in eight countries.

CapMan Real Asset Debt is the latest addition to our

2021

2022

2023

2024

2025

diversified offering. Real Asset Debt was established

through the partnership with CAERUS Debt Investments

AG, where CapMan acquired a majority in July. CAERUS

is a German pioneer and one of the leading real estate

debt managers in Central Europe. By expanding into real

asset debt, we are enhancing our sector expertise. It is an

attractive asset class with several benefits such as stable

yield, downside protection, diversification and attractive

risk adjusted returns, which complements CapMan’s

other real asset investment strategies.

In CapMan Private Equity and Credit funds, we have

made several transactions in 2025. CapMan Buyout has

made five exits, out of which three from the latest Buyout

XI fund, while Growth made both an exit in their second

fund and an investment in the third. Special Situations

and Nest Capital also made one new investment each.

Assets under management

on new record level

CapMan is the preferred partner for international

institutional investors looking for attractive returns in the

Nordic region. Over half of CapMan’s assets under

management comes from investors outside of the Nordic

region. CapMan continues to increase its investor base,

and some 60% of new capital raised came from new

investors, and some 20% was raised by cross-selling to

investors who were new to the investment team in

question. By offering multiple strategies and asset

classes, CapMan is well positioned to serve also those

investors who prefer to allocate capital mainly through

select partners.

Our assets under management reached a new record level

in 2025 and stood at EUR 7.2 billion at the end of the

year. This is a stellar achievement, representing a growth

of 19%, clearly exceeding the overall market growth rate.

Majority of the new capital raised was into the

specialised open-ended Real Estate funds Hotels II,

Social Real Estate and Residential.


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Natural Capital held the first close in European Forest

Fund IV in December and the fundraising continues in

2026. Real Estate has a strong pipeline, having already

early 2026 secured the option for the first investment into

the Nordic Real Estate IV fund that is being raised. In Real

Asset Debt we are raising the eighth CAERUS real estate

debt fund and in parallel explore the possibility to expand

the offering into infrastructure debt. Additionally, Infra will

launch the fundraising for the Nordic Infrastructure III

flagship fund during 2026. All four above mentioned

flagship funds are expected to be larger than their

predecessor funds, and once realised, contributing

significantly to assets under management and fee income

generation for several future years to come.

Sustainable value creation

through active ownership

Through the assets we invest in and the work we do as

active owners to develop them during our ownership

New

capital

raised, %

period we contribute to building the society we want to

see in the future. For CapMan making a positive

contribution to the sustainability of the properties and

portfolio companies in our funds is an important part of

financial value creation.

Our sustainability value creation is recognised throughout

the industry. In the annual GRESB assessment, the

leading sustainability benchmark, both Real Estate and

Infra improved their scores and four Real Estate funds

were awarded the highest rating of five stars.

Sustainability is important also in our own operations.

Investing in people and building a workplace where top

performers can thrive is key in building a scalable,

profitable business. Our eNPS. which measures employee

satisfaction, reached an outstanding score of 51 in 2025.

For the Inclusion index we achieved another high score of

81. By providing meaningful work we can continue to

attract the best professionals in the industry. I am

especially proud of how we are creating opportunities for

Our values

ACTIVE OWNERSHIP

We deliver innovative solutions

proactively and with a hands-on

approach. We create lasting value

by working closely with all our

stakeholders.

DEDICATION

We are committed to

entrepreneurial drive. We are

hungry but humble and encourage

continuous development and

learning.

HIGH ETHICS

We believe in integrity and

transparency. We are a reliable

partner and responsible owner

respecting all our stakeholders.

people in the beginning of their careers through our

internship programme. This is a concrete example of how

we also contribute to growing professionals for the society

of the future.

Continuing the journey

to become the most responsible private

assets company in the Nordics

CapMan is an active, responsible investor with focus on

the real assets market, where we expect to see attractive

and continued growth. We gave a deep-dive to the

current strategy in our Capital Markets Day in March

2025, highlighting also the drivers supporting

shareholder value creation. The focus remains clear – we

are positioned for profitable growth through scaling real

asset investment strategies, launching new products and

advancing targeted acquisitions.

A warm thank you to our shareholders and fund investors

for your continued trust. I also want to thank CapMan’s

leadership and all employees for your commitment and

for creating the highly professional can-do culture that

makes CapMan unique. I feel honoured to lead this

growth chapter of CapMan and look forward to continuing

to build value together with and for all our stakeholders.

Pia Kåll

CEO, CapMan Plc


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ANNUAL REPORT 2025

Corporate Governance Statement


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CapMan Plc – Corporate Governance Statement 2025

CapMan Plc (“CapMan”) complies with the Finnish

Corporate Governance Code 2025 for listed companies

issued by the Securities Market Association which

entered into force on 1 January 2025 (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

www.capman.com/shareholders/governance/.

1. CapMan’s governance model

CapMan is a Finnish public limited liability company

headquartered in Helsinki, Finland. The parent company

CapMan Plc and its subsidiaries form CapMan group.

CapMan’s shares are publicly listed in Nasdaq Helsinki.

CapMan’s governance model consists of the General

Meeting of shareholders, the Board of Directors and the

CEO. In the operative management of the company the

CEO is 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 2025, CapMan’s Annual General Meeting (AGM) was

held on 25 March in Helsinki. In total 100 shareholders

representing approximately 39 % 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 www.capman.com/

shareholders/governance/general-meetings/.

CapMan’s Articles of Association and material related to

the General Meeting are available on the company’s

website at the address: www.capman.com/shareholders/

governance/.

3. Shareholders’ Nomination Board

CapMan Plc’s AGM decided in 2018 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 2025:

Stefan Björkman (representative of Silvertärnan Ab)

(Chairman of the Nomination Board), Olli Haltia

(representing Hozainum Partners Oy), Rami Vehmas

(representing Ilmarinen Mutual Pension Insurance

Company), and Peter Immonen (representing Dolobratos

Oy Ab). Additionally, Joakim Frimodig, the Chairman of

the Board of CapMan Plc, served as the expert member

on the Shareholders’ Nomination Board. All members

nominated to the Shareholders’ Nomination Board in

September 2025 are men.

The Nomination Board convened twice in 2025. The

Nomination Board discussed, in particular, the size,

composition and diversity of the Board as well as 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 20 January 2025. The

proposals were included in the notice to the Annual

General Meeting and published as a stock exchange

release.

The Charter of the Shareholders’ Nomination Board is

available on CapMan’s website at:

CapMan_Plc_Shareholders_Nomination_Board_Charter.

pdf

4. Board of Directors

4.1 Composition of the Board of Directors

All members of the Board are elected annually 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


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Board members’ backgrounds and stakeholder

representation is reported through the disclosures and

independence evaluation of the Board members.

The Annual General Meeting held on 25 March 2025

elected six members to the Board of Directors. Mr. Johan

Bygge, Ms. Catarina Fagerholm, Mr. Joakim Frimodig and

Ms. Mammu Kaario were re-elected to the Board and Mr.

Ari Kaperi and Ms. Eva Lindholm were elected as new

members of the Board. Mr. Johan Hammarén and Mr. Olli

Liitola had informed the Shareholders’ Nomination Board

that they were not available for re-election. At its

organisational meeting on 25 March 2025, the Board

elected from among its members Joakim Frimodig as its

Chair and Mammu Kaario as Vice Chair.

The biographical details of the Board members are

presented in the table Board of Directors in 2025 on

section 5.

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 2025 both genders were represented in the Board. Of

the Board members, 50 % were women (Mammu Kaario,

Catarina Fagerholm and Eva Lindholm) and 50 % men

(Johan Bygge, Joakim Frimodig and Ari Kaperi). The

Board members were between 47 and 69 years of age,

their educational backgrounds were relevant to the

company’s operations, and they had experience on both

international and local operating environments.

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 significant shareholders.

The Board made an assessment on the independence of

the Board members in its organisational meeting on 25

March 2025. According to the assessment Johan Bygge,

Catarina Fagerholm, Mammu Kaario, Ari Kaperi and Eva

Lindholm were independent of both the company and its

significant shareholders. Joakim Frimodig was non-

independent of the Company since he has had an

employment relationship with the Company in the last

three years, and non-independent of a significant

shareholder since he is a board member in Silvertärnan

Ab which holds more than 10 % of CapMan shares.

Shares and share-based rights of each Board member

and corporations over which he/she exercises control in

the company and its group companies are presented in

the table Board of Directors in 2025 on section 5.

4.4 Duties and responsibilities of the Board

The Board is responsible for the administration and the

proper organisation of the operations of the company.

The Board is also responsible for the appropriate

arrangement of the controls of the company’s accounts

and finances. The Board deals with all the matters

pertaining to its area of responsibilities under the Finnish

law and the Articles of Association as well as rules and

regulations applicable to Finnish publicly listed

companies. 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 operations and working

methods.

In accordance with the charter, the main duties of the

Board were to:

• appoint and dismiss the CEO

• approve the appointment of the management group

members

• decide on the CEO’s remuneration as well as on the

remuneration policy for other executives and CapMan’s

key employees

• ensure that the company has a proper organisation

• supervise the operative management

• approve strategic and financial objectives

• approve the budget

• decide on the establishment of new CapMan funds

and approve CapMan’s own commitments therein

• decide on fund investments to other than CapMan

funds and direct investments exceeding EUR 5 million

• decide on major changes in the business portfolio

• monitor the Company’s financial performance and

approve the company’s financial and statutory

sustainability reports

• monitor that there are proper arrangements in place to

ensure that the business complies with applicable

rules and regulations

• approve the key principles of corporate governance,

internal control and risk management as well as other

key policies

• confirm the central duties and operating principles of

the Board committees

• convene the general meetings of shareholders and

make proposals to the general meetings

• monitor and assess related-party transactions

• monitor and assess the efficiency of the internal

control, internal audit and risk-management systems

• monitor and assess the company’s financial reporting

system and process and the statutory sustainability

reporting system and process

• monitor the statutory audit and statutory sustainability

report assurance

• monitor and assess the performance and the

independence of the auditor and the provision of non-

audit and non-assurance services by the auditor

• prepare the proposals for the election of the auditor

and the sustainability report assurer and their fees

The Board may also make decisions on certain matters

based on the authorisation given by the general meetings.

These may include e.g. deciding on dividends, share

issues and charitable donations. The Board shall also

annually make a proposal on the election of board

members to the CapMan for Good Foundation.

The Chair of the Board ensures and monitors that the

Board fulfils the tasks appointed to it under legislation

and by the company’s Articles of Association.

4.5 Work of the Board in 2025

In 2025, the Board of Directors met eight times. The

Board had seven meetings in the composition as elected

by the 2025 AGM and one meeting in the composition as

elected by the 2024 AGM. The Board evaluates its work,

including sustainability matters, generally in the autumn


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of each year to ensure that the results of the evaluation

are available for the Nomination Board work. External

consultants may be used in the evaluation.

The table Board of Directors in 2025 on section 5

presents Board members’ attendance at the meetings in

2025.

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 25 March 2025,

CapMan’s Board of Directors established an Audit and

Risk Committee and People and Remuneration

Committee.

5.1 Audit and Risk Committee

The Audit and Risk Committee has been established to

ensure the efficient preparation of the matters pertaining

to the duties of the Board which relate to, e.g. financial

and sustainability reporting, internal control, internal

audit, risk management, statutory audit and auditor

selection.

The duties of the Audit and Risk Committee included:

Duties related to the statutory audit and sustainability

report assurance:

• monitor the statutory audit and the assurance of the

sustainability report

• review the auditor’s report and the supplementary

reports presented by the auditor

• evaluate the independence of the statutory auditor and

the audit process

• monitor the services offered by the auditor, in

particular the provision of non-audit and non-

assurance services

• prepare the proposal for the election of the auditor and

when needed the election of the sustainability report

assurer

• other communications with the auditor and the

sustainability report assurer

Duties related to financial and sustainability reporting

process:

• monitor the financial and sustainability reporting

processes

• monitor procedures for identifying the information to

be reported in accordance with the sustainability

reporting standards

• monitor the procedures for digital reporting

• assess effectiveness of internal control, internal audit

and risk management in relation to the aforementioned

processes

Other duties:

• monitor the financial position of the company

• evaluate the use and presentation of alternative

performance measures

• approve the operating instructions for internal audit

• review the plans and reports of the internal audit

function

• assess the processes aimed at ensuring compliance

with laws and regulations

• define the principles concerning the monitoring and

assessment of related party transactions

• monitor of the funding and tax position

• monitor the most significant financial, tax and

sustainability risks

• monitor of the processes and risks relating to IT

security

• review the corporate governance statement

• monitor and assess any special issues allocated by the

Board and falling within the competence of the Audit

and Risk Committee

The Board has in its organisational meeting on 25 March

2025 elected Mammu Kaario (Chair), Johan Bygge and

Ari Kaperi as members of the Audit and Risk Committee.

In 2025, the Committee met five times. The table Board

of Directors in 2025 on section 5 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.

5.2 People and Remuneration Committee

The People and Remuneration Committee has been

established to ensure efficient preparation of matters

concerning the remuneration of the CEO, other executives

and the overarching remuneration principles of the

company. Additionally, the Committee is tasked with

overseeing talent management, personnel development,

and fostering a diverse and inclusive workplace.

The main duties of the People and Remuneration

Committee in accordance with the charter were to assist

the Board by preparing the Board decision-making on:

• CEO remuneration

• company’s executive remuneration principles and the

remuneration of individual executives as required

• company’s general remuneration principles

• Remuneration Policy and Report for the governing

bodies.

The Committee further contributed to:

• ensuring the objectivity and transparency of the

decision-making regarding remuneration matters in the

company

• systematic alignment of remuneration principles and

practice with the company strategy and long-term and

short-term targets, including sustainability targets

• talent management and succession planning

• personnel development

• fostering diverse and inclusive workplace

The Board has in its organisational meeting on 25 March

2025 elected Joakim Frimodig (Chair), Catarina

Fagerholm and Eva Lindholm as members of the People

and Remuneration Committee. The Committee met four

times in 2025. The table Board of Directors in 2025 on

section 5 presents the Committee members’ attendance

at the meetings.

Catarina Fagerholm and Eva Lindholm 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.


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Board of Directors in 2025


Name	Personal information		Shares and share- based rights as of 31 Dec 2025	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: Chair of the Board of CapMan Plc • Chair of the People and Remuneration Committee • Expert member of the Shareholders’ Nomination Board • Non-independent of the company and the significant shareholder	1,135,168	8/8	People and Remuneration Committee: 4/4 Nomination Board: 2/2
Johan Bygge	• Member of the Board since 2021 • Born: 1956 • Education: BA (Econ.)	• Main occupation: Board professional • Member of the Audit and Risk Committee • Independent of the company and significant shareholders	54,900	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 People and Remuneration Committee • Independent of the company and significant shareholders	120,000	8/8	Audit and Risk Committee: 1/1 People and Remuneration Committee: 4/4
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		1/1
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
Ari Kaperi**	• Member of the Board since 2025 • Born: 1960 • Education: M. Sc. (Economics)	• Main occupation: Board professional • Member of the Audit and Risk Committee • Independent of the company and significant shareholders	50,000	7/7	Audit and Risk Committee: 4/4
Olli Liitola**	• Member of the Board since 2019 • Born: 1957 • Education: M.Sc. (Tech.)	• Main occupation: Board professional • Member of the People and Remuneration Committee • Independent of the company and non-independent of the significant shareholder		1/1	People and Remuneration Committee: 2/2
Eva Lindholm**	• Member of the Board since 2025 • Born: 1963 • Education: MBA (Finance)	• Main occupation: Board professional • Member of the People and Remuneration Committee • Independent of the company and significant shareholders	0	7/7	People and Remuneration Committee: 2/2
* A member of the Board until the AGM held on 25 March 2025. ** A member of the Board as of the AGM held on 25 March 2025. In addition, 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 12.82% of the shares in CapMan Plc.

6. Chief Executive Officer (CEO)

In 2025, CapMan’s CEO was Pia Kåll (born 1980, M.Sc.

(Eng.)). Kåll’s shares and share-based rights and those of

the companies over which she exercises control are

presented in the table Management Group in 2025.

The Board elects the company’s CEO. The terms and

conditions of the CEO’s service are specified in writing in

the CEO’s service contract, which is approved by the

Board. The CEO manages and supervises the company’s

business operations according to the Finnish Companies

Act and in compliance with the instructions and

authorisations issued by the Board. The CEO shall see to

it that the accounts of the company are in compliance

with the law and that its financial affairs have been

arranged in a reliable manner. Generally, the CEO is

independently responsible for the operational activities of

the company and for day-to-day decisions on business

activities and the implementation of these decisions. The

CEO appoints the heads of business areas. The Board

approves the recruitment of the CEO’s immediate

subordinates. The CEO cannot be elected as Chair of the

Board.


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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, (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 2025 are

presented in the table below.

Management Group in 2025


Name	Responsibilities	Personal information	Shares and share-based rights on 31 Dec 2025
Pia Kåll	CEO	• Born: 1980 • Education: M.Sc. (Eng.) • Gender: Female	Shares: 331,320
Atte Rissanen	CFO	• Born: 1987 • Education: M. Sc. (Econ.) • Gender: Male	Shares: 321,748
Heidi Sulin	COO	• Born: 1979 • Education: LL.M. • Gender: Female	Shares: 180,172
Olli Haltia Until 15 September 2025	Managing Partner of CapMan Natural Capital	• Born: 1963 • Education: Ph.D. (Econ.), M.Sc. (Econ.), M.Sc. (Forest Econ.) • Gender: Male
Jyri Hietala As of 16 September 2025	Managing Partner of CapMan Natural Capital	• Born: 1983 • Education: M.Sc. (Forest Econ.) • Gender: Male	Shares: 0
Mika Koskinen	Managing Partner of CapMan Wealth Services	• Born: 1967 • Education: Lic.Sc. (Econ.) • Gender: Male	Shares: 30,000
Antti Kummu	Managing Partner of CapMan Growth Equity	• Born: 1976 • Education: M.Sc. (Econ.), CFA • Gender: Male	Shares: 81,117


Name	Responsibilities	Personal information	Shares and share-based rights on 31 Dec 2025
Mika Matikainen	Managing Partner of CapMan Real Estate	• Born: 1975 • Education: M. Sc. (Econ), M.Soc.Sc • Gender: Male	Shares: 204,259
Michael Morgenroth As of 31 July 2025	Managing Partner of CapMan Real Asset Debt	• Born: 1966 • Education: chartered surveyor (MRICS), property economist (VWA), legal economist (VWA) • Gender: Male	Shares: 0
Anna Olsson	Head of Sustainability	• Born: 1982 • Education: M.Soc.Sc. • Gender: Female	Shares: 64,160
Ville Poukka	Managing Partner of CapMan Infra	• Born: 1981 • Education: M.Sc. (Econ.) • Gender: Male	Shares: 296,787
Mari Simula	Head of Fund Investor Relations	• Born: 1982 • Education: M.Sc. (Tech.) • Gender: Female	Shares: 440,260
Antti Uusitalo	Managing Partner of Special Situations	• Born: 1982 • Education: M.Sc. (Econ.) • Gender: Male	Shares: 15,000


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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,

Luxembourg, Germany and the UK, and operating the

organisation across national borders. CapMan’s

subsidiaries and branches in nine 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 Group Finance

& Accounting to be entered to the group reporting system

for consolidation. The reported figures are reviewed by

subsidiaries’ accountants as well as by Group Finance &

Accounting, which also monitors the balance sheet and

income statement items by analytically reviewing the

figures. The consolidated accounts of CapMan are

prepared in compliance with the 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 and sustainability 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 allocating 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 procedures 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, 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 2025.

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:

www.capman.com/shareholders/governance/policies/.


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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 may be 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 Finance & Accounting performs monthly

consistency checks of income statement and balance

sheet for subsidiaries and business areas. The Group

Finance & 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 20,000

within a calendar year. The total holding of CapMan’s

shares and share-based rights of each Manager is

annually published as a part of the Annual Report.

CapMan maintains project-specific insider lists for the

projects, as set out in MAR, which may have a significant

effect on the prices of the financial instruments issued by

CapMan. These project-specific insider lists are drafted

and maintained in accordance with the MAR and

CapMan’s internal policies and are established following

a decision to delay the disclosure of inside information.

The persons added to the project-specific list and other

persons who possess inside information related to

CapMan, are advised not to trade in financial instruments

issued by CapMan. Prior to trading in CapMan’s financial

instruments, each manager and employee is obliged to

personally assess whether he/she is in the possession of

inside information related to CapMan.

CapMan’s Managers (as defined above) or employees

who receive financial information related to CapMan Plc

are not permitted to trade in financial instruments issued

by 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 2025, two whistleblowing reports were

received. Reports were processed in accordance with the

company's whistleblowing process.

CapMan also has 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 Board has approved the principles regarding related

party transactions for the company. Related party

transactions are monitored by the financial administration

and legal functions as part of the company’s customary

reporting and control processes. Any significant and out

of the ordinary transaction with related parties deviating

from market terms are reported to and approved by the

Board. Key management personnel are instructed of the

related party matters. The company maintains a list of its

related parties and related-party transactions are reported

in the interim reports and financial statements in

accordance with regulations and financial reporting

standards. Significant related-party transactions will be

published as stock exchange releases.

The company's related party transactions typically involve

purchase of internal services or are related to other

services or products that are part of the normal business

operations of the company. The company does not


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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.

10.4 Audit fees

Ernst & Young Oy, authorised public accountants, acted

as auditor of the company in 2025. Ms. Kristina Sandin,

APA, acted as the lead auditor. The audit fees paid to the

auditor amounted to 311 000 euros (437,000 euros

2024) and the fees related to other non-audit related

services amounted to 150 000 euros (111,000 in

2024).

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.


		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

ANNUAL REPORT 2025

Remuneration


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		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

CapMan – Remuneration Report 2025

This Remuneration Report (“Report”) of CapMan Plc

(“CapMan” or “Company”) describes the implementation

of the Company’s Remuneration Policy and provides

information on the remuneration of the Company’s Board

of directors (“Board”) and CEO in the financial year

2025. The Report has been prepared in accordance with

Finnish legislation and the Finnish Corporate Governance

Code 2025. This Report will be presented at the Annual

General Meeting (“AGM”) on 25 March 2026 for advisory

vote.

The AGM 2023 adopted the Remuneration Policy for

Company’s governing bodies through advisory resolution.

The Remuneration Policy is available on the Company’s

website (www.capman.com/shareholders/governance/

compensation). The Remuneration Report 2024 was

adopted through advisory resolution in the AGM 2025.

1. Introduction

1.1 Implementation of the

Remuneration Policy in 2025

The AGM 2025 decided on the remuneration of the

members of the Board in accordance with the proposal

by the Shareholders’ Nomination Board. The

Shareholders’ Nomination Board consists of

representatives of the largest shareholders and, thereby,

the Board is not involved in the preparation of its own

remuneration.

According to the decision of the AGM 2025, the

members of the Company’s Board were paid monthly

remuneration and meeting fees in 2025. In 2025, as in

2024, all remuneration was paid in cash. The Board fees

are described in the table below.

The People and Remuneration Committee of CapMan’s

Board convened four times in 2025 to prepare matters

concerning the remuneration of the Company’s CEO and

other management. Based on the preparation of the

People and Remuneration Committee the Board decided

on short-term incentive rewards to the Company’s

management (other than CEO) regarding financial year

2025 which were paid in March 2026. In addition, the

Board decided on the management’s (other than CEO)

short-term incentive programme for the financial year of

2025. In accordance with the Board’s previous decision

in principle, the CEO has not in recent years been

included in the short-term incentive programmes. Based

on the Company’s current situation, the Board has

outlined that the CEO’s variable remuneration is to be

based mainly on long-term incentives.

According to the Board’s opinion, the decision-making on

remuneration complied with the decision-making process

described in the Remuneration Policy, and the

remuneration components are consistent with the

principles set out in the Policy, and there has been no

deviation from the Remuneration Policy. No clawback

was exercised to the remuneration of the Board or CEO.


Role	Monthly fee (EUR)
	2024	2025
Chair of the Board	5,000	5,450
Vice Chair of the Board	4,000	4,350
Chair of the Audit and Risk Committee¹	4,000	4,350
Member	3,250	3,500


Role	Meeting fee (EUR)
	2024	2025
Chair of the Board	800	800
Chair of the Audit and Risk Committee	800	800
Chair of the People and Remuneration Committee	800	800
Members	400	400
¹ If he/she is not simultaneously acting as Chair or Vice Chair of the Board of Directors.

1.2 Focus on Long-Term Remuneration

with a Share‑Based Incentive Programme

The Company aims at maintaining attractive, competitive,

fair and sustainable remuneration which strives to

achieving strategic business objectives of the Company in

short-term and especially in the long-term. The Board has

emphasized the significance of the strategic long-term

success with sustainability as the Company’s key

objective by attaching the CEO’s variable remuneration

entirely to long-term incentive programme including

sustainability performance targets. The CEO is excluded

from the short-term incentive programme.

The Company had one active share-based incentive

programme at the end of 2025. The program is targeted for

the CEO, management group and selected key employees,

altogether approximately 25 people in the CapMan Group.

The aim of the programme is to align the objectives of the

shareholders and the key employees in order to increase

the value of the Company in the long-term. Additionally,

the programme aims to retain the key employees at the

Company, and to offer them a competitive reward plan that

is based on each participant investing, owning, earning and

accumulating their ownership of Company’s shares. The

contents of the programme is summarized below.

Information about the programme is also available on the

Company’s website at www.capman.com/shareholders/

governance/compensation/.


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1.2.1 Performance Share Plan 2025

The Board of Directors of CapMan Plc resolved in March

2025 to establish a Performance Share Plan 2025 (the

“2025 Plan”) for CapMan Group management, as well as

selected Group key employees.

The aim of the 2025 Plan is to align the objectives of

shareholders and the key employees in driving

shareholder value creation, to which the participants are

committed to by investing a significant amount into the

CapMan Plc share, which is also a prerequisite for

participation in the 2025 Plan. In addition, the aim of

the new long-term incentive plan is to align remuneration

with CapMan’s sustainability agenda, to retain the 2025

Plan participants at the Company’s service, and to offer

them a competitive reward plan based on owning,

earning and accumulating the Company’s shares.

The 2025 Plan consists of annually commencing

individual three-year performance periods. The target

group, the maximum number of shares that can be

allocated to the plan, and specific targets are decided

upon annually by the Board of Directors for each

performance period. The participants in the target group

may earn a matching reward and a performance-based

reward from each of the performance periods. The

prerequisite for receiving a reward from the 2025 Plan is

that a participant acquires Company shares or allocates

previously owned Company shares to the 2025 Plan up

to the number determined by the Board of Directors and

retains the shares during the performance period. The

maximum reward a participant can receive is directly

determined by the number of owned shares the

participant allocates to the Plan.

The rewards from the 2025 Plan will be paid at the end

of each performance period subject to reaching

performance targets and continuous employment. As a

rule, no reward will be paid if the participant’s

employment or service contract has terminated before

reward payment. The gross reward will be paid partly in

shares and partly in cash. The cash proportion of the

reward is intended to cover taxes and statutory social

security contributions arising from the reward to the key

employee. The Board of Directors shall resolve whether

new shares or existing shares held by the Company are

given as reward. All reward shares are subject to a lock-

up period of one year.

Performance period 2025-2028

The first three-year performance period commenced on 1

April 2025 and end on 31 March 2028. The target group

for the performance period includes all members of the

Management Group, including the CEO, as well as other

selected key employees. Altogether there are

approximately 25 participants in the target group.

The performance targets for the Performance period

2025-2028 are linked to:

• CapMan’s Total Shareholder Return (TSR) during the

performance period

• Fee profit growth between FY2024 and FY2027

• Reaching group wide sustainability targets related to

Environment, Employee satisfaction and Diversity

during the performance period

The maximum performance reward under the 2025 Plan

is 4.25x the number of shares the participant has

allocated to the Plan. Of the 4.25x, a maximum of 2.5x

is linked to TSR, 1.25x to Fee profit growth and 0.5x to

the achievement of Sustainability targets. In addition, a

matching reward of 0.25x initial allocation is paid based

on continuous employment.

The maximum number of CapMan shares that can be

allocated to the Performance Share Plan for the first

three-year performance period is 350,000 corresponding

to a maximum gross reward of 1,575,000 CapMan

shares if all performance targets are achieved in full.

1.2.2 Performance Share Plan 2022-2025

The Performance Share Plan 2022-2025 (the “Plan”)

includes three performance periods. The performance

periods commenced on 1 April 2022. Two first

performance periods ended on 31 March 2023 and 31

March 2024, and the third performance period ended on

31 March 2025. 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 are paid in the

Company’s shares one year after each reward

determination, i.e. in 2024, 2025, and 2026. The

shares paid as reward may not be transferred during the

one-year lock-up period.

The prerequisite for receiving a reward from the Plan is

that a participant acquired Company shares or allocated

previously owned Company shares to the Plan up to the

number determined by the Board. The reward is based on

the Total Shareholder Return (TSR), the achievement of

sustainability-linked targets, and on the participant’s

employment or service upon reward payment. The

sustainability-linked targets are as follows:

• Set science-based targets for climate, have the targets

validated by the Science Based Targets Initiative and

thereafter follow the GHG emission reduction plan;

• Maintain the employee satisfaction eNPS survey at a

high level on a yearly basis;

• Include relevant and quantifiable ESG targets in the

CapMan Group employee bonus programme for all

eligible personnel. ESG targets should count for

minimum 5% of the employee evaluation score by

April 2025;

• Set mid- and long-term percentage targets by the end

of 2023 on gender diversity, including targets for

appointments for Management Group and Partner

level, and targets for new recruits throughout the

CapMan organisation. CapMan should reach the mid-

term target by April 2025.

The maximum reward under the Plan is 4.25x the

number of shares the participant has allocated to the

Plan. Of the 4.25x, a maximum of 3.5x is linked to TSR,

0.5x is the matching part and 0.25x is linked to the

achievement of the four sustainability-linked targets with

equal weights (i.e. 25% each).

Current CEO, Pia Kåll, has participated in the Plan in her

previous role as a member of the Management Group

with the maximum number of shares determined by the

Board (30 000 shares) until 15 March 2023. In

connection with her appointment as the CEO in March

2023, the Board determined to increase the maximum

number of the shares she is allowed to allocate to the

Plan to 250 000 shares in aggregate, and Kåll

participated accordingly.


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1.2.3 Outcome of Active Performance Share Plans


Long-term incentive plan	Maximum reward potential	Achievement	Pay-out year
Performance Share Plan 2022-2025	4.25x	41.24%	2024, 2026
Total shareholder return (TSR)	3.50x	30.43%
Sustainability linked targets	0.25x	75.00%
Matching	0.50x	100.00%
Performance Share Plan 2025-2028	4.50x	To be determined in 2028	2028
Total shareholder return (TSR)	2.50x
Fee profit growth FY2024-FY2027	1.25x
Sustainability linked targets	0.50x
Matching	0.25x

1.3 Development of Remuneration

The development of remuneration of the Company’s Board members and CEO compared to the development of average

remuneration of the Company’s personnel and the Company’s financial development over the past five financial years are

presented in the table below.


Key figures	2021	2022	2023	2024²	2025
Company key figures
Share price on 31 December in Nasdaq Helsinki, €	3.04	2.71	2.29	1.71	1.92
Distributed dividends per share, €	0.14	0.15	0.17	0.10	0.14
TSR (Total Shareholder Return), %	30 %	– 5%	– 7%	– 15%	13 %
Turnover, €	52,784,000	67,532,000	59,364,000	57,621,000	63,033,000
Salaries and fees
CEO Joakim Frimodig, annual income, €³	376,300	453,125	129,639	0	0
CEO Pia Kåll, annual income, €⁴	0	0	351,486	440,178	440,201
Average personnel cost, €⁵	185,373	171,204	180,060	172,200	177,800
Average board members’ fees, €⁶	48,552	49,794	42,545	50,600	52,567
Share rewards⁷		Pay-out based on 2020–2022 (PSP 2020)	Pay-out based on 2022–2023 (PSP 2020 and for Frimodig PSP 2022)	Pay-out based on 2022–2023 (PSP 2022)
CEO Joakim Frimodig, share rewards, €	0	2,343,150	1,468,916	0	0
CEO Pia Kåll, share rewards, €⁸	0	0	121,302	63,417	0
Personnel, share rewards, €	0	5,149,462	2,789,946	1,211,354	0
²2024 figures reflect continuing operations only. The sold CaPS service business is classified as a discontinued operation as of 1 January 2024 and thus excluded from the figures. ³In 2023, CEO Joakim Frimodig’s annual income cover the time period from 1 January to 15 March 2023. Social costs have not been included in the CEO’s income figures. ⁴In 2023, CEO Pia Kåll’s annual income cover the time period from 15 March to 31 December 2023. Social costs have not been included in the CEO’s income figures. ⁵Personnel costs reported in the financial statements of the Company divided by the annual full-time equivalent (FTE) personnel head count, including e.g. variable remuneration and social costs (excluding share rewards). ⁶Average remuneration paid to a Board member (monthly fee and meeting fees in total). The average figure excludes the Chair of the Board’s remuneration relating to their responsibility as Executive Chair during the period March 2023 until March 2025. ⁷The euro values presented have been calculated using the trade volume weighted average share price of the shares on their book-entry registration date. The gross number of shares rewarded has been reduced by the amount of applicable taxes before the shares were delivered. ⁸In 2023, rewards paid from the Performance Share Plan 2020 related to Kåll’s previous role as the management group member.


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		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

2. Remuneration of the

Board members in 2025

The following table includes the board members’ monthly

fees and meeting fees paid to the members of the Board

in 2025. At the annual general meeting in March 2025,

the increase of the board members’ monthly fees was

approved, however the meeting fees remained unchanged

from year 2024. The table also includes the

compensation paid to Joakim Frimodig for the role of

Executive Chair of the Board. The board members’

monthly and meeting fees were paid fully in cash. In

addition to the board members’ monthly fees and meeting

fees the members of the Board have been reimbursed for

travel expenses in accordance with the Company’s travel

compensation policy.

The Chair of the Board or the other Board members are

not eligible to any additional pension payments, fringe

benefits or other personnel benefits provided by the

Company.

3. Remuneration of the CEO in 2025

CEO Pia Kåll is entitled to an additional defined

contribution-based pension plan for which the Company

pays an annual premium of 10% of the participant’s

annual salary. The CEO’s entitlement to a paid-up policy

increases gradually after three years and after six years

covers 100% of the cumulative additional pension

saving. The retirement age of the CEO is 63 years.


Board member	Board Service 2025	Board fee 2025, €	Meeting fees 2025, €	Other compensation in 2025, €	Total Remuneration 2025, €
Bygge Johan	1 Jan – 31 Dec	41,250	5,200	0	46,450
Fagerholm Catarina	1 Jan – 31 Dec	41,250	5,600	0	46,850
Frimodig Joakim	1 Jan – 31 Dec	64,050	8,800	60,000	132,850
Hammarén Johan	1 Jan – 25 Mar	9,750	1,200	0	10,950
Kaario Mammu	1 Jan – 31 Dec	51,150	7,200	0	58,350
Kaperi Ari	25 Mar - 31 Dec	31,500	2,800	0	34,300
Liitola Olli	1 Jan – 25 Mar	9,750	2,000	0	11,750
Lindholm Eva	25 Mar - 31 Dec	31,500	2,400	0	33,900
Total	1 Jan – 31 Dec	280,200	35,200	60,000	375,400


Name	Fixed annual salary, €	Annual bonus, €	Shares, €	Supplementary pension, €
Kåll Pia	440,201	0	0	42,000


		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

ANNUAL REPORT 2025

Report of the Board of Directors


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		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

Report of the Board of Directors 2025

Group revenue and result in 2025

CapMan Group’s revenue totalled MEUR 63.0 in the period spanning 1 January–31 December 2025 (1 January–31

December 2024: MEUR 57.6), up 9% from the comparison period. The growth was mainly driven by Fee income, which

increased 11% year-on-year, while less Carried interest was realised compared to previous year.

Operating expenses were MEUR 55.3 (MEUR 48.7) with the main items being:

• Personnel expenses MEUR 39.0 (MEUR 33.3)

• Depreciations and amortisations MEUR 3.0 (MEUR 2.4)

• Other operating expenses MEUR 13.3 (MEUR 13.0).

Comparable operating expenses were 14% above the comparison period at MEUR 52.7 (MEUR 46.4). The increase in

operating expenses is mainly attributable to personnel expenses growing due to the transferred Midstar organisation,

CAERUS acquisition, and carried interest linked bonuses.

Fair value changes of investments were MEUR 15.5 (MEUR 7.8), corresponding to a fair value increase of 8.6% (4.5%)

in 2025. Investments into funds managed by CapMan developed on average positively contributing MEUR 14.3 (MEUR

8.3), corresponding to a 10.2% (6.9%) change in fair value. Investments into external funds developed also positively

with fair value changes of MEUR 1.2 (MEUR –0.5), corresponding to a change of 3.0% (–1.0%).

On 31 December 2025 the fair value of CapMan’s fund investments stood at MEUR 178.6 (31 December 2024: MEUR

167.2). Of the total, MEUR 143.6 (MEUR 128.1) is invested into funds managed by CapMan and MEUR 35.0 (MEUR

39.1) is invested into external funds. The year-on-year decrease in the value of external fund investments is mainly due to

secondary transaction completed in August 2025. In line with our strategy, new external fund investments are currently

not planned and thereby the share of external fund investments and their impact on Group level fair value changes will

decrease over time.

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 and natural capital are valued at fair value

based on appraisals made by independent external experts. Valuation of external funds is based primarily on fair values

reported by respective external fund managers. Sensitivity analysis by investment area is presented in the Tables section

of this report.

Operating profit was MEUR 23.2 (MEUR 16.7). The comparable operating profit was MEUR 25.8 (MEUR 19.0). The

increase year-on-year is mainly due to the increase in Fair value changes.

Fee profit increased 6% year-on-year and stood at MEUR 7.4 (MEUR 6.9). Fee profit before Group costs was MEUR

10.2 (MEUR 9.9).

The result for the period was MEUR 15.8 (MEUR 9.4). The comparable result for the period was MEUR 17.9 (MEUR

11.5).

Revenue is described in more detail in the Note 2 of the Consolidated Financial Statements, whereas alternative

performance measures and items affecting comparability are described at the end of this report.

Assets under management as at 31 December 2025

Assets under management refers to the remaining investment capacity 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 under management is impacted by fundraising, exits and fair value changes for open-ended funds as well as

wealth management.

Assets under management were MEUR 7,211 as at 31 December 2025 (31 December 2024: MEUR 6,063). In total,

some MEUR 900 of new capital was raised during the period. The largest intake of capital was into Real Estate funds,

with CapMan Hotels II growing the most through the acquisition of the Midstar portfolio in the first quarter. Real Asset

Debt, through the acquisition of CAERUS in the third quarter contributed MEUR 585 at year end. Simultaneously exits

across investment areas reduced assets under management with some MEUR 275. Assets under management per fund

type are displayed in Table 1.


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Table 1: Assets under management (incl. funds and mandates)
	31.12.25 (MEUR)	31.12.24 (MEUR)
Real Estate	3,754	3,090
Private Equity & Credit	918	1,080
Natural Capital	816	726
Real Asset Debt	585	n/a
Infra	554	648
Wealth Management	583	518
Total assets under management	7,211	6,063

Balance sheet and financial position as at 31 December 2025

CapMan’s balance sheet totalled MEUR 337.6 as at 31 December 2025 (31 December 2024: MEUR 343.3), of which

goodwill amounted to MEUR 32.5 (MEUR 30.1). Cash and short-term financial assets amounted to MEUR 64.5 (MEUR

93.9), of which cash and cash equivalents were MEUR 61.0 (MEUR 90.1), and other short-term financial assets were

MEUR 3.5 (MEUR 3.8). The short-term financial assets consist of liquid fixed income investments.

CapMan’s total equity amounted to MEUR 194.4 (MEUR 202.6). Interest-bearing net debt amounted to MEUR 45.2

(MEUR 12.4). CapMan’s other short-term financial assets are not included in the net debt calculation. CapMan’s total

interest-bearing debt as at 31 December 2025 is outlined in Table 2.

Table 2: CapMan’s interest bearing debt


	Debt amount 31 December 2025 (MEUR)	Matures latest	Annual interest	Debt amount 31 Dec 2024 (MEUR)
Senior bond (issued in 2022)	40	Q2 2027	4.50%	40
Senior bond (issued in 2024)	60	Q2 2029	6.50%	60
Long-term credit facility (available)	(20)	Q2 2027	1.75–2.70%	(20)

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 2025. The senior bonds issued in 2022

and 2024 are linked to sustainability targets. The targets of the 2022 bond were achieved in April 2023.

The Group’s cash flow from operations totalled MEUR –8.2 during the period (MEUR 3.2). CapMan receives

management fees from funds semi-annually, in January and July, which is shown under working capital in the cash flow

statement. The decline from the comparison period was mainly due to MEUR –12.0 of taxes paid (MEUR –4.4) and

higher interest payments. Comparison period also includes cash flow from discontinued operations. The taxes paid

related mainly to a pre-existing and identified tax liability received in connection with the Dasos Capital transaction

completed in March 2024.

Cash flow from investments was positive and totalled MEUR 8.5 (MEUR 59.5). Main positive contributors included

Kokoelmakeskus exit with MEUR 6.5 as well as the Buyout exits and secondary transactions. The largest negative cash

flow item was CapMan’s MEUR 15.0 investment related to the Real Estate fund CapMan Hotels II acquisition of Midstar

Fastigheter AB. During 2024 cash flow from investments included MEUR 59.1 of proceeds received from the divestment

of CaPS. Cash flow from investments 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 from financing was MEUR –28.8 (MEUR –13.7).

Sustainability

CapMan’s vision is to become the most responsible private assets company in the Nordics. A strategic objective is to

integrate material sustainability themes into all operations across fundraising, investment activities and asset specific

value creation plans, fund management and the development of CapMan’s personnel and work environment.

Progress on material sustainability themes

Climate action based in science and operations that safeguard nature and planetary boundaries

CapMan has set validated near-term Science Based Targets (SBT) and net zero target by 2040. In June 2025 CapMan

Real Estate received validation of its net zero climate targets from the Science Based Targets initiative (SBTi) in

accordance with the Buildings Criteria.

CapMan Real Estate’s new net-zero 2035 target is now combining all property types, and it is to reduce in-use

operational GHG emissions by 90.90% per square meter from a 2021 baseline. By end of 2025, an estimated reduction

of 58% in the properties was achieved. The previous near-term 2032 SBT target was to reduce GHG emission intensity

per square meter by 72% in commercial properties and by 50% in residential properties from a 2021 baseline. By end of

2025 an estimated reduction of 53% in commercial and 80% in residential properties had been achieved.

For eligible majority owned portfolio companies, the target is for 54.5% to have validated Science-Based Targets by

2027 and 100% by 2032. During 2025 Hydroware, Netox and Innofactor had their targets validated, taking the total

share of the portfolio with SBTs from 8% to 21% by the end of year 2025.


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Diverse, equitable and inclusive business that provide meaningful work, as well as, safeguarding human

rights throughout the value chain

CapMan strives to develop and maintain a high employee satisfaction in its portfolio companies and among CapMan

employees. In 2025 CapMan’s employee satisfaction eNPS was 51 and Inclusion Index 81.

Within the real estate portfolio, the commercial tenant satisfaction was 3.9/5 in 2025, with the target to be 4 or above

by 2026. Portfolio company data collection is in progress for 2025 data, and updated numbers will be available in the

1–3 2026 interim report. In 2024, in CapMan’s portfolio companies the average employee satisfaction was 4/5, above

the target of 3.5. By the end of 2024 of the majority owned portfolio companies 87% had implemented a DEI policy and

89% a human rights policy. Appointments made by CapMan to portfolio company boards (independent) and

management groups by gender was 30% women and 70% men during 2024.

Accountability and transparency

In Q2 2025, CapMan issued its first Taskforce for Nature-related Financial Disclosures (TNFD) aligned report. In July

2025, CapMan officially became part of a Natural Capital Assessment and Accounting project, organised by the

International Sustainable Forestry Coalition (ISFC) in collaboration with the Taskforce on Nature-related Financial

Disclosures (TNFD) and the Capitals Coalition. CapMan Real Estate participated in the Nordic Circularity Piloting

programme for Technical Building Solutions.

CapMan has implemented a sustainability link to employee remuneration. CapMan's Performance Share Plan 2025 has

also introduced sustainability targets. 45% of CapMan’s portfolio companies had sustainability linked to executive

remuneration by the end of 2024. 2025 data will be available in the 1–3 2026 interim report.

CapMan Real Estate and CapMan Infra improved their scores across all funds and assets in the 2025 GRESB

assessment. GRESB assesses and compares the ESG performance and management of individual assets and portfolios

globally. CapMan Real Estate received the maximum five stars for four funds as Hotels II and Nordic Property Income

maintained their five-star rating and Residential and Nordic Real Estate III for the first time received five-stars. CapMan

Residential Fund was recognised as global and regional leader in GRESB in the Residential category by achieving top

rankings in the 2025 GRESB Real Estate Assessment. Nordic Real Estate II retained its four-star rating and Social Real

Estate fund debuted with four stars. CapMan Nordic Infrastructure I earned a four-star rating, while CapMan Nordic

Infrastructure II secured a five-star rating for its pre-operational assets and a strong three-star rating for operational

assets..

Key figures 31 December 2025

CapMan’s return on equity was 8.0% on 31 December 2025 (31 December 2024: 46.2%) and the comparable return

on equity was 9.0% (7.2%). Return on investment was 7.7% (6.5%) and the comparable return on investment was

8.5% (7.4%). Equity ratio was 57.6% (59.0%).

According to CapMan’s long-term financial targets, the target level for the company’s return on equity is on average over

20%. The objective for the equity ratio is more than 50%.

Table 3: CapMan’s key figures


	31 December 2025	31 December 2024
Earnings per share, cents	7.5	39.5
Diluted, cents	7.4	39.3
Comparable earnings per share from continuing operations, diluted, cents	8.6	4.0
Shareholders’ equity / share, cents	109.9	116.6
Share issue adjusted number of shares	176,878,210	173,807,362
Return on equity, % p.a.	8.0	46.2
Return on equity from continuing operations, comparable, % p.a.	9.0	7.2
Return on investment, % p.a.	7.7	6.5
Return on investment from continuing operations, comparable, % p.a.	8.5	7.4
Equity ratio, %	57.6	59.0
Net gearing, %	23.2	6.1


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Decisions of the 2025 Annual General Meeting

Decisions of the AGM regarding distribution of funds

CapMan’s 2025 AGM decided, in accordance with the proposal of the Board of Directors, that a dividend in the total

amount of EUR 0.07 per share, would be paid to shareholders based on the balance sheet adopted for 2024. In

addition, the AGM authorised the Board of Directors to decide on an additional dividend in the maximum amount of EUR

0.07 per share. The Board of Directors resolved on the additional dividend of EUR 0.07 per share on September 15,

2025. Decisions regarding the distribution of funds have been described in greater detail in the stock exchange release on

the decisions taken by the AGM issued on 25 March 2025.

Decisions of the AGM regarding the composition of the Board

CapMan’s 2025 AGM decided that the Board of Directors comprises six (6) members. Mr. Johan Bygge, Ms. Catarina

Fagerholm, Mr. Joakim Frimodig, Ms. Mammu Kaario, Mr. Ari Kaperi and Ms. Eva Lindholm were elected members of

the Board of Directors for a term of office expiring at the end of the next Annual General Meeting.

The Board composition and remuneration have been described in greater detail in the stock exchange releases on the

decisions of the AGM and the organisational meeting of the Board issued on 25 March 2025.

Authorisations given to the Board by the AGM

CapMan’s 2025 AGM authorised the Board of Directors to decide on the issuance of special rights entitling to shares

referred to in Chapter 10, Section 1 of the Finnish Companies Act.

The number of shares to be issued on the basis of the authorisation shall not exceed 17,500,000 shares in total, which

on the day of the notice to the AGM and on the day of the AGM corresponded to approximately 9.89% of all shares in the

company.

The authorisation is effective until the end of the next AGM, however no longer than until 30 June 2026.

Further details on these authorisations can be found in the stock exchange release on the decisions taken by the AGM

issued on 25 March 2025.

Authorising the company’s Board of Directors to decide on charitable contributions

CapMan’s 2025 AGM authorised the Board of Directors to decide on contributions in the total maximum amount of EUR

50,000 for charitable or similar purposes and to decide on the recipients, purposes, and other terms of the contribution.

The authorisation is effective until the next AGM.

Shares and shareholders

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.

Table 4: Shares and shareholders


	31 December 2025	31 December 2024	31 December 2023
Shares and share capital
Number of shares outstanding	176,878,210	176,878,210	158,849,387
Share capital, MEUR	35.2	35.2	0.8

Company shares
Number of shares held by CapMan	26,299	26,299	26,299
Of all shares and votes	0.01%	0.01%	0.02%
Market value, EUR	50,599	44,971	60,225

Trading and market capitalization
Close price, EUR	1.92	1.71	2.29
Trade-weighted average price, year to date, EUR	1.85	1.89	2.49
Intra-year high, EUR	2.05	2.36	3.09
Intra-year low, EUR	1.58	1.67	1.92
No of shares traded, millions	25.6	26.3	22.2
Relative share trading volume, %	14.5	15.1	14.0
Value of shares traded, MEUR	47.5	49.7	55.2
Market capitalisation, MEUR	340	303	364

Shareholders
Number of shareholders	28,788	28,719	31,157


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Personnel

CapMan employed 215 people on average in 2025 (2024 average: 200), of whom 152 (149) worked in Finland and the

remainder in the other Nordic countries, Germany, Luxembourg and the United Kingdom. A breakdown of personnel by

country is presented in the Consolidated Financial Statements, Note 4 Employee benefit expenses.

Remuneration and incentives

CapMan’s variable remuneration 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 key objective is

earnings development, for which the Board of Directors has set a minimum target.

In March 2025, CapMan Plc’s Board of Directors resolved to establish a new long-term share-based incentive plan

(Performance Share Plan 2025) for the CEO, Management Group and selected key employees. The aim of the plan is to

align the objectives of the shareholders and the key employees and to retain the key employees at CapMan.

The long-term incentive plan consists of annually commencing individual three-year performance periods. During a

performance period, the target group has an opportunity to earn CapMan shares based on achieving set performance

targets. The target group, the maximum number of shares that can be allocated to the plan, and specific targets are

decided upon annually by the Board of Directors for each performance period.

The prerequisite for receiving a reward from performance share plan is that a participant allocates newly acquired or

previously owned CapMan shares to the Performance Share Plan and retains the investment during the performance

period. The reward is paid after the end of the performance period subject to reaching the performance targets and

continuous employment. As a rule, no reward will be paid if the participant’s employment or service contract is

terminated before reward payment. All reward shares are subject to a lock-up period of one year.

The first three-year performance period commenced on 1 April 2025 and will end on 31 March 2028. The target group

for the performance period includes all members of the Management Group, including the CEO, as well as other selected

key employees. Altogether there are approximately 25 participants in the target group. The potential reward from the

performance period is based on achieving performance targets that, in order of significance, are linked to total

shareholder return, fee profit growth, sustainability, and on a participant’s employment or service upon reward payment.

More information about the Performance Share Plan can be found on in the Consolidated Financial Statements, Section

30 Share-based payment.

Other significant events in 2025

On 20 February 2025, CapMan announced that its Real Estate fund CapMan Hotels II has signed an agreement to

acquire Midstar Fastigheter AB, a well-established Nordic hotel real estate portfolio, encompassing 28 assets in the

Nordics. The transaction is one of the largest of its kind in the region and significantly expands and diversifies CapMan

Hotels II’s Nordic hotel portfolio, strengthening its position as a key player in the Nordic hotel investment market. The

acquisition grows CapMan’s assets under management by EUR 0.4 billion and significantly supports CapMan’s objective

to increase assets under management to EUR 10 billion during the ongoing strategy period. The transaction was closed

on 31 March 2025.

On 11 March 2025, CapMan held a Capital Markets Day for investors and analysts in Helsinki. During the event,

CapMan’s management provided insight about the company’s strategy and operating environment, as well as presented

the company’s financial development. CapMan continues on the path to doubling the assets under management to EUR

10 billion during year 2027, which is the strategic objective that was set in 2022. CapMan is committed to reaching this

objective by scaling real asset investment strategies, launching new products and with targeted acquisitions.

On 25 March 2025, CapMan announced that it changes its financial reporting structure to reflect its current operations.

Segment reporting is discontinued, and the financial performance of CapMan’s current operations is reported under the

Group Income Statement. For more information, refer to the Note “Accounting principles” in the tables section of this

report.

On 25 March 2025, CapMan Plc’s Board of Directors resolved to establish a new long-term share-based incentive plan

(Performance Share Plan 2025) for the CEO, Management Group and selected key employees. More information on the

resolution is available in the Remuneration and incentives section of this report.

On 4 April 2025, CapMan announced that CapMan Wealth’s annual programme had raised USD 120 million of new

capital. CW Investment Partners Fund IV (non-UCITS) is part of the annual CapMan Wealth Investment Partners

programme that invests in sought after US mid-market buyout funds alongside AlpInvest, a leading global private equity

asset manager.

On 5 May 2025, CapMan announced that Jyri Hietala has been appointed as Managing Partner at CapMan Natural

Capital and member of CapMan’s Management Group. The appointment is part of a planned transition as current

Managing Partner Olli Haltia steps into a Senior Advisor role.

On 19 June 2025, CapMan announced the acquisition of 51 per cent of the shares of German based real estate debt

specialist CAERUS Debt Investments AG and the launch of new investment area Real Asset Debt. CapMan’s fee-

generating assets under management increases by some EUR 700 million as a result of the transaction. Private real asset

debt is a large, well-established market with an attractive growth outlook. Private real estate debt offers competitive


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solutions for borrowers in complex situations when e.g. bank financing is limited or unavailable. For institutional investors

it is an attractive asset class with several benefits such as stable yield, downside protection, diversification and attractive

risk adjusted returns. The transaction is based on a debt and cash free valuation of up to EUR 13 million for 100 per

cent of CAERUS, including a potential earn-out consideration. In the transaction CapMan acquires 51 per cent of the

share capital with a debt and cash free up-front consideration of EUR 4.2 million at closing and an earn-out

consideration of up to EUR 2.6 million, subject to CAERUS reaching certain operational targets during 2026. The up-

front and potential earn-out consideration will be paid in cash. No external financing will be used to finance the

acquisition. Michael Morgenroth, founder and CEO of CAERUS will retain a 49 per cent ownership through his 100 per

cent owned holding company MOMO Beteiligungs GmbH. The transaction was closed on 31 July 2025. At closing of the

transaction Michael Morgenroth was appointed to CapMan’s Management Group as Managing Partner for Real Asset

Debt investment area. Further details related to the acquisition as well as the preliminary purchase price allocation are

presented in the Consolidated Financial Statements, Note 13 Acquisitions.

On 15 September 2025, CapMan’s Board of Directors decided on the additional dividend of EUR 0.07 per share

authorised by the Annual General Meeting.

On 23 December 2025, CapMan Natural Capital announced the first close of its European Forest Fund IV, which is a

closed-ended forestry fund targeting long-term value creation through active, sustainable management of European forest

assets. The fund aims to deliver a net internal rate of return of more than 8%. Fundraising continues with the objective of

building a fund larger than its predecessor vehicles.

Events after the end of the financial year

There were no significant events after the end of the financial year.

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 management of risks is an integral part of CapMan’s ability

to conduct its operations in a successful manner. CapMan classifies risks according to various categories and identifies

principal risks for each category. CapMan performs an annual review of the risk environment 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 www.capman.com/shareholders/risks/. A summary of risks and observed changes in the short-term

risk environment are presented in Table 5.

Table 5: Risk classification, principal risks and short-term changes


Risk classification	Principal risks	Changes in the short-term risk environment
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	• CapMan acquired 51 per cent of the shares of CAERUS, establishing a new investment area CapMan Real Asset Debt
2. Financial risks	• Poor financial performance • Insufficient liquidity position • Failure to obtain financing	• No changes
3. Market risks	• Interest and foreign exchange rate, inflation and asset valuation volatility • Changes in customer preferences • Fluctuations of the transaction market • Failure in fundraising	• A potential widespread and prolonged global trade war increases general uncertainty and may negatively affect fundraising, fair values, and exit opportunities
4. Operational risks	• Cyber threats and system errors • Inadequate or failed processes or controls • Corruption, fraud or criminal behaviour • Mistakes	• Focus on cyber threats have been increased due the more sophisticated phishing approaches
5. Regulatory risks	• Adverse changes in the regulatory environment	• Potential EU level deregulation may reduce administrative burden and risk of non- compliance
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	• No changes
7. Reputational risks	• Negative public perception	• No changes


32	CAPMAN ANNUAL REPORT 2025


		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

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% 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 revenue growth target excluding carried interest income is more than 15% p.a. on average. The target for return on

equity is more than 20% and for equity ratio more than 50%.

CapMan expects to achieve these financial targets gradually and key figures are expected to show fluctuations on an

annual basis considering the nature of the business.

Proposal of the Board of Directors regarding distribution of funds

CapMan’s distributable funds amounted to MEUR 85.2 on 31 December 2025. The Board of Directors resolution

proposal to the Annual General Meeting to be held on 25 March 2026 is a combined proposal of a dividend distribution

and an authorisation 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 0.12 per share for 2025, which would amount to MEUR 21.2 in

total.

The Board of Directors proposes that a dividend in the total amount of EUR 0.06 per share, would be paid 8 April 2026.

The Board of Directors further proposes that the Board of Directors be authorised to decide on an additional dividend in

the maximum amount of EUR 0.06 per share. The Board of Directors intends to resolve on the additional dividend in its

meeting scheduled for 8 September 2026.

Outlook estimate for 2026

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 2026.

CapMan estimates assets under management to grow in 2026. The company estimates fee profit also to grow in 2026.

These estimations do not include possible items affecting comparability.

Helsinki, 11 February 2026

CAPMAN PLC

Board of Directors


33	CAPMAN ANNUAL REPORT 2025


		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

Shares and shareholders

CapMan’s largest shareholders as at 31 December 2025


	Number of shares and votes	Proportion of shares,%
Silvertärnan Ab	22,680,519	12.82%
Hozainum Partners Oy	9,012,467	5.10%
Keskinäinen Eläkevakuutusyhtiö Ilmarinen	8,672,000	4.90%
Laakkonen Mikko Kalervo	7,334,635	4.15%
Dolobratos Oy Ab	5,442,698	3.08%
Keskinäinen työeläkevakuutusyhtiö Varma	3,675,215	2.08%
Vesasco Oy	3,088,469	1.75%
Keskinäinen Työeläkevakuutusyhtiö Elo	2,632,000	1.49%
Valtion Eläkerahasto	2,500,000	1.41%
Laakkonen Hannu	1,992,742	1.13%
10 shareholder total	67,030,745	37.91%
Total	176,878,210	100.00%

Nominee registered	6,714,171	3.80%
Shareholdings of management	3,362,962	1.90%

CapMan has not received any flagging notifications during year 2025. 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 2025


Shareholding	Number of Owners	%	Number of shares	%
1–100	5,213	18.11%	228,801	0.13%
101–1,000	12,585	43.72%	6,064,197	3.43%
10,01–10,000	9,596	33.33%	31,018,841	17.54%
10,001–100,000	1,272	4.42%	30,483,467	17.23%
100,001–1,000,000	105	0.36%	30,295,280	17.13%
1,000,001–	17	0.06%	78,768,915	44.53%
On the book-entry register joint account			18,709	0.01%
Total	28,788	100.00%	176,878,210	100.00%
of which Nominee registered			6,714,171	3.80%


Sector	Number of shares and votes	%
Non-Finnish holders	3,142,370	1.78%
Corporations	59,627,103	33.71%
Households	83,307,086	47.10%
Non-profit and public sector institutions	20,393,811	11.53%
Financial and insurance corporations	10,389,131	5.87%
On the book-entry register joint account	18,709	0.01%
Total	176,878,210	100.00%
CapMan Plc’s own shares	26,299	0.01%
Nominee registered	6,714,171	3.80%

Source: EuroClear Finland Ltd, as at 31 December 2025. Figures are based on the total number of shares 176,878,210 and total number of shareholders

28,788. CapMan Plc had 26,299 shares as at 31 December 2025.


34	CAPMAN ANNUAL REPORT 2025


		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

Calculation of Key Ratios


Comparable operating profit	=	Operating profit – items impacting comparability

Comparable profit for the financial year	=	Profit for the financial year for continuing operations – 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
Return on equity (ROE), %	=	Shareholders’ equity (average, incl. non-controlling interest)	× 100

Return on equity (ROE), comparable, from continuing operations %	=	Comparable profit from continuing operations for the financial year (incl. non- controlling interest)	× 100
	=	Shareholders’ equity (average, incl. non-controlling interest)	× 100

Return on investment (ROI), %	=	Profit before taxes from continuing operations + financial income and expenses	× 100
Return on investment (ROI), %	=	Total shareholders’ equity + interest-bearing debt (average)	× 100

Comparable return on investment (ROI), %	=	Comparable profit before taxes from continuing operations + financial income and expenses	× 100
Comparable return on investment (ROI), %	=	Total shareholders’ equity + interest-bearing debt (average)	× 100

Equity ratio, %	=	Total shareholders’ equity	× 100
Equity ratio, %	=	Balance sheet total – advances received	× 100

Net gearing, %	=	Net interest-bearing liabilities	× 100
Net gearing, %	=	Shareholders’ equity	× 100

Earnings per share (EPS)	=	Profit/loss for the financial year attributable to the equity holders of the parent company
Earnings per share (EPS)	=	Share issue adjusted number of shares (average)


Comparable earnings per share (EPS)	=	Profit/loss for the financial year attributable to the equity holders of the parent company from continuing operations – items impacting comparability
Comparable earnings per share (EPS)	=	Share issue adjusted number of shares (average)

Shareholders’ equity per share	=	Shareholders’ equity attributable to the equity holders of the parent company
Shareholders’ equity per share	=	Undiluted number of shares at the end of the financial year

Dividend and return of equity per share	=	Dividend and repayment of equity distribution decided by the Annual General Meeting

Dividend per earnings, %	=	Dividend and return of equity per share	× 100
Dividend per earnings, %	=	Earnings per share	× 100

Price per earnings (P/E)	=	Market quotation per share, end of period
Price per earnings (P/E)	=	Earnings per share

Dividend yield, %	=	Dividend and return of equity per share	× 100
Dividend yield, %	=	Market quotation per share, end of period	× 100


35	CAPMAN ANNUAL REPORT 2025


		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

Key figures

Key Performance Indicators for CapMan Group


MEUR	2021	2022	2023	2024	2025
	restated¹⁾	restated¹⁾	restated¹⁾
Continuing operations
Revenue	46.0	58.9	49.3	57.6	63.0
Management fees	36.6	38.8	39.0	45.9	49.8
Sale of services	6.6	10.5	7.1	7.4	9.1
Carried interest	2.9	9.6	3.1	4.3	4.1
Other operating income	0.0	0.0	0.1	0.0	0.0
Operating expenses	-40.2	-47.9	-44.5	-48.8	-55.3
Fair value gains/losses of investments	33.9	36.5	-6.1	7.8	15.5
Operating profit	39.7	47.6	-1.2	16.7	23.2
Comparable operating profit	39.7	50.2	0.8	19.0	25.8
Fee profit	2.9	4.1	3.8	6.9	7.4
Financial income and expenses	-4.0	-5.5	-0.7	-4.3	-6.1
Profit before taxes	35.7	42.1	-1.9	12.3	17.1
Profit for the financial year from continuing operations	31.4	36.7	-1.3	9.4	15.8

Return on equity (ROE), % ²⁾	29.4	30.5	2.6	46.2	8.0
Return on equity (ROE), comparable, from continuing operations %	26.1	29.1	0.4	7.2	9.0
Return on investment (ROI), from continuing operations, %	18.8	20.7	-0.5	6.5	7.7
Return on investment (ROI), comparable, from continuing operations, %	17.2	20.7	0.4	7.4	8.5
Equity ratio, %	53.3	52.7	47.8	59.0	57.6
Net gearing, %	14.0	26.3	45.9	6.1	23.2
Dividends and return of capital paid ³⁾	23.6	26.9	17.7	24.8	21.2
Personnel²⁾	161	186	183	200	215

¹⁾Discontinued operations (CaPS Service business) have been excluded from key performance indicators based on the Income Statement, and key performance indicators have been restated accordingly, unless otherwise indicated.

²⁾Key performance indicator is based on or includes both continuing and discontinuing operations, and therefore there is no need to restate prior periods.

³⁾Proposal of the Board of Directors to the Annual General Meeting for the financial year 2025.


36	CAPMAN ANNUAL REPORT 2025


		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

Key Ratios Per Share


	2021	2022	2023	2024	2025
Earnings per share, cents	21.9	25.1	0.8	39.5	7.5
Diluted earnings per share, cents	21.4	24.8	0.8	39.3	7.4
Earnings per share from continuing operations, cents	19.5	22.5	-1.9	2.8	7.5
Diluted earnings per share from continuing operations, cents	19.0	22.2	-1.9	2.8	7.4
Comparable diluted earnings per share from continuing operations, cents	19.0	23.9	-0.8	4.0	8.6
Shareholders' equity/share, cents	81.4	90.2	72.6	116.6	109.9
Dividend/share, cents ¹⁾	15.0	17.0	10.0	14.0	12.0
Dividend/earnings, % ¹⁾	68.5	67.7	1,250.0	35.4	160.0
Price per earnings	13.9	10.8	286.3	4.3	25.7
Dividend yield, % ¹⁾	4.9	6.3	4.4	8.2	6.2


Average share issue adjusted number of shares during the financial year ('000)	156,580	157,560	158,574	173,807	176,878
Share issue adjusted number of shares at year-end ('000)	156,617	158,055	158,849	176,878	176,878
Number of shares outstanding ('000)	156,591	158,029	158,823	176,852	176,852
Own shares ('000)	26	26	26	26	26

¹⁾Proposal of the Board of Directors to the Annual General Meeting for the financial year 2024.


37	CAPMAN ANNUAL REPORT 2025


		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

Reconciliation of Alternative Performance Measures


MEUR	2024	2025

Operating profit	16.7	23.2
Items impacting comparability:
Purchase price allocation amortisations	1.1	1.6
Reorganisation costs	0.2	0.5
Acquisition related expenses	1.1	0.4
Items impacting comparability, total	2.3	2.6
Comparable operating profit	19.0	25.8
Net carried interest	-4.3	-3.0
Fair value changes of investments	-7.8	-15.5
Fee profit	6.9	7.4
Group costs	3.0	2.8
Fee profit before group costs	9.9	10.2

Carried interest	4.3	4.1
Carried interest linked bonuses	0.0	-1.2
Net carried interest	4.3	2.9

Profit for the period	9.4	15.8
Items impacting comparability, net of tax:	0.0	0.0
Purchase price allocation amortisations	0.9	1.3
Reorganisation costs	0.1	0.4
Acquisition related expenses	1.1	0.4
Items impacting comparability, total, net of tax	2.1	2.1
Comparable profit for the period	11.5	17.9


EUR cent	2024	2025

Earnings per share from continuing operations, cents	2.8	7.5
Items impacting comparability	1.2	1.2
Comparable earnings per share, cents	4.0	8.7

Diluted earnings per share from continuing operations, cents	2.8	7.4
Items impacting comparability	1.2	1.2
Comparable diluted earnings per share from continuing operations, cents	4.0	8.6


		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

ANNUAL REPORT 2025

Financial Statements


39	CAPMAN ANNUAL REPORT 2025


		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

Financial Statements


	CONTENTS


Group Statement of Comprehensive Income (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
Group Balance Sheet (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
Group Statement of Changes in Equity (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
Group Cash Flow Statement (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	44
1. Accounting policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	44
2. Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	51
3. Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	51
4. Employee benefit expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
5. Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
6. Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
7. Adjustments to cash flow statement and total cash outflow for leases . . . . . . . . . . . . . . . . . . .	53
8. Fair value gains/losses of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	53
9. Finance income and costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	53
10. Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	54
11. Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	54
12. Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
13. Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
14. Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	57
15. Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	57
16. Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	59
17. Investments at fair value through profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	59


18. Receivables – Non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	60
19. Deferred tax assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	61
20. Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	61
21. Financial assets at fair value through profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62
22. Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62
23. Share capital and shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62
24. Interest-bearing loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	63
25. Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	63
26. Trade and other payables – Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	64
27. Interest-bearing loans and borrowings – Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	64
28. Financial assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	64
29. Commitments and contingent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	66
30. Share-based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	66
31. Related party disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	68
32. Financial risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	70
Parent Company Income Statement (FAS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	78
Parent Company Balance Sheet (FAS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	79
Parent Company Cash Flow Statement (FAS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	80
Notes to the Parent Company Financial Statements (FAS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	81
Signatures to the Report of the Board of Directors and Financial Statements . . . . . . . . . . . . . . . . . .	87
Auditor’s report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	88
Independent Auditor’s Report on the ESEF Consolidated Financial Statements of CapMan Oyj . . .	92


40	CAPMAN ANNUAL REPORT 2025


		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

Group Statement of Comprehensive Income (IFRS)


1,000 EUR	Note	1 Jan–31 Dec 2025	1 Jan–31 Dec 2024
Continuing operations:
Management fees		49,772	45,892
Sale of services		9,128	7,411
Carried interest		4,133	4,318
Turnover	2	63,033	57,621

Other operating income	3	29	6
Employee benefit expenses	4	-38,964	-33,330
Depreciation, amortisation and impairment	5	-3,035	-2,444
Other operating expenses	6	-13,344	-12,981
Fair value gains/losses of investments	8	15,519	7,789

Operating profit		23,238	16,660

Financial income and expenses	9	-6,118	-4,324

Result before taxes (Continuing operations)		17,120	12,336

Income taxes	10	-1,303	-2,952

Profit for the financial year (Continuing operations)		15,818	9,385


1,000 EUR	Note	1 Jan–31 Dec 2025	1 Jan–31 Dec 2024
Discontinued operations:
Result after taxes from discontinued operations	12	0	64,081
Result for the period		15,818	73,466

Other comprehensive income: Items that may be subsequently reclassified to profit or loss
Translation difference		137	-84

Total comprehensive income		15,955	73,382

Profit attributable to:
Equity holders of the Company		13,182	68,573
Non-controlling interest		2,636	4,893

Total comprehensive income attributable to:
Equity holders of the Company		13,319	68,489
Non-controlling interest		2,636	4,893

Earnings per share for profit attributable to the equity holders of the Company:

Earnings per share (basic), cents	11	7.5	39.5
Earnings per share (diluted), cents	11	7.4	39.3

Earnings per share from continuing operations for profit attributable to the equity holders of the Company:

Earnings per share, cents		7.5	2.8
Diluted, cents		7.4	2.8

The Notes are an integral part of the Financial Statements.


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Group Balance Sheet (IFRS)


1,000 EUR	Note	31 December 2025	31 December 2024
ASSETS

Non-current assets
Tangible assets	14	6,414	2,931
Goodwill	15	32,520	30,135
Other intangible assets	16	16,660	12,388
Investments at fair value through profit and loss	17
Investments in funds		178,555	167,221
Other financial assets		714	571
Receivables	18	5,426	7,052
Deferred tax assets	19	1,843	1,733
		242,132	222,031

Current assets
Trade and other receivables	20	31,017	27,360
Financial assets at fair value through profit or loss	21	3,529	3,790
Cash and bank	22	60,971	90,142
		95,517	121,292

Total assets		337,649	343,322


1,000 EUR	Note	31 December 2025	31 December 2024
EQUITY AND LIABILITIES

Equity attributable to the Company’s equity holders	23
Share capital		35,198	35,198
Share premium account		38,968	38,968
Other reserves		21,114	21,114
Translation difference		-518	-653
Retained earnings		93,328	104,166

Total equity attributable to the Company’s equity holders		188,090	198,793

Non-controlling interests		6,308	3,775
Total equity		194,398	202,568

Non-current liabilities
Deferred tax liabilities	19	9,304	8,536
Interest-bearing loans and borrowings	24	105,064	101,262
Other non-current liabilities	25	1,833	547
		116,201	110,345

Current liabilities
Trade and other payables	26	24,240	19,378
Interest-bearing loans and borrowings	27	1,077	1,271
Current income tax liabilities		1,733	9,760
		27,050	30,409

Total liabilities		143,251	140,754

Total equity and liabilities		337,649	343,322

The Notes are an integral part of the Financial Statements.


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Group Statement of Changes in Equity (IFRS)


		Attributable to the equity holders of the Company
1,000 EUR	Note	Share capital	Share premium account	Other reserves	Translation difference	Retained earnings	Total	Non-controlling interests
Equity on 1 January 2024	23	772	38,968	21,114		52,914	113,197	1,928
Profit for the year						68,573	68,573	4,893
Other comprehensive income for the year
Currency translation differences					-84		-84
Total comprehensive income for the year					-84	68,573	68,488	4,893
Directed share issue in related to business combination	13	34,427					34,427	62
Performance Share Plan						25	25
Dividends and return of capital						-18,016	-18,016	-3,986
Transactions with non-controlling interests						672	672	878
Other changes					2	-2
Equity on 31 December 2024	23	35,198	38,968	21,114	-653	104,166	198,793	3,775
Profit for the year						13,182	13,182	2,636
Other comprehensive income for the year
Currency translation differences					137		137
Total comprehensive income for the year					137	13,182	13,319	2,636
Directed share issue related to business combination								2,601
Performance Share Plan						737	737
Dividends and return of capital						-24,759	-24,759	-2,704
Other changes					-2	2
Equity on 31 December 2025	23	35,198	38,968	21,114	-518	93,328	188,090	6,308

The Notes are an integral part of the Financial Statements.


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Group Cash Flow Statement (IFRS)


1,000 EUR	Note	1 Jan–31 Dec 2025	1 Jan–31 Dec 2024
Cash flow from operations
Profit for the financial year		15,818	73,466
Adjustments on cash flow statement	7	-3,710	-54,595
Change in working capital:
Change in current non-interest-bearing receivables		-5,031	-4,505
Change in current trade payables and other non-interest-bearing liabilities		2,755	-3,130
Interest paid		-5,947	-3,661
Taxes paid		-12,046	-4,391
Cash flow from operating activities		-8,161	3,185

Cash flow from investing activities
Acquisition of subsidiaries		-1,352	1,695
Proceeds from sale of subsidiaries		-22	59,068
Investments in tangible and intangible assets		-9	-47
Investments at fair value through profit and loss		9,572	-2,241
Long-term loan receivables granted		-1,440	-1,492
Receivables from long-term receivables		779	1,084
Interest received		933	1,425
Cash flow from investing activities		8,460	59,492


1,000 EUR	Note	1 Jan–31 Dec 2025	1 Jan–31 Dec 2024
Cash flow from financing activities
Proceeds from borrowings	28	0	59,668
Repayment of long-term loan	28	0	-50,102
Payment of lease liabilities		-1,358	-1,267
Dividends paid and return of capital		-27,490	-22,004
Cash flow from financing activities		-28,848	-13,705

Change in cash and cash equivalents		-28,549	48,972
Cash and cash equivalents at start of year		90,142	41,017
Translation difference		-621	153
Cash and cash equivalents at end of year	22	60,971	90,142

The Notes are an integral part of the Financial Statements.


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Notes to the Consolidated Financial Statements

Group information

CapMan’s business comprise of private equity fund management and advisory services, as well as investment business.

The funds managed by CapMan make investments in Nordic companies and in real estate and infrastructure assets in the

Nordic and Central European countries. CapMan also offers wealth services offered to smaller investors. From its own

balance sheet, CapMan invests in the private equity asset class, mainly in its own funds, but also selectively in funds

managed by external fund managers.

The parent company of the Group is CapMan Plc and is domiciled in Helsinki, with a registered office address at

Ludviginkatu 6, 00130 Helsinki, Finland.

The Consolidated Financial Statements may be viewed online at www.capman.com, or a hard copy is available from the

office of the parent company.

The Consolidated Financial Statements for 2025 have been approved for publication by CapMan Plc’s Board of Directors

on February 11, 2026. Pursuant to the Finnish Companies Act, shareholders may adopt or reject the financial statements

and make decisions on amendments to them at the Annual General Meeting.

1. Accounting policies

Basis of preparation

The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards

(IFRS) in force at December 31, 2025 as adopted by the European Union. International Financial Reporting Standards,

referred to in the Finnish Accounting Act and in ordinances issued based on the provisions of this Act, are standards and

their interpretations adopted in accordance with the procedure laid down in regulation (EC) No 1606/2002 of the

European Parliament and of the Council. The notes to the consolidated financial statements have been prepared in

accordance with the Finnish accounting standards as and where they supplement IFRS requirements.

The preparation of financial statements in conformity with IFRS requires the Group’s management to make estimates and

assumptions when applying CapMan’s accounting principles, and these are presented in more detail under ’Use of

estimates’.

The Consolidated Financial Statements have been prepared under the historical cost convention, except for financial

assets and liabilities valued at fair value through profit or loss. The information in the Consolidated Financial Statements

is presented in thousands of euros. Figures in the accounts have been rounded and consequently the sum of individual

figures can deviate from the presented sum figure.

New and amended standards and interpretations applied in financial year ended

The Group has applied amended standards and interpretations that have come into effect as of January 1, 2025. These

amendments had no material impact on the consolidated financial statements.

Adoption of new and amended standards and

interpretations applicable in future financial years

The Group has not yet adopted the new and amended standards and interpretations already issued by the IASB, such as

IFRS 18 Presentation and Disclosure in Financial Statements. The Group will adopt them as of the effective date or, if the

date is other than the first day of the financial year, from the beginning of the subsequent financial year.

The Group expects IFRS 18, effective as of January 1, 2027, to have an impact on the structure and subtotals of the

consolidated income statement and disclosures given with regards to management-defined performance measures. As

investments in funds may be considered a specified main business activity under IFRS 18, fair value changes of

investments are anticipated to remain in the operating category as currently presented. However, consequential

amendments to IAS 7 Statement of Cash Flows will have an impact on how cash flow items are grouped, and the Group

expects this to primarily result in presenting interest paid in financing activities (instead of operating activities), whereas

interest income from cash and cash equivalents would be presented in operating activities under amended IAS 7.

The Group does not expect other future amendments or new standards to have a material impact on the Group’s financial

statements.

Consolidation principles

As CapMan has determined it meets the definition of an investment entity, its subsidiaries are classified either as

operating subsidiaries, that are considered to be an extension of the Parent’s operations, and as such, they are

consolidated or investment entity subsidiaries, that are fair valued through profit or loss. The types of subsidiaries and

their treatment in CapMan’s consolidated accounts are as follows:

• Subsidiaries that provide fund management services (fund managers) or manage direct investments are considered to

be an extension of the Parent’s business and as such, they are consolidated;

• Subsidiaries that provide fund management services (fund managers) and which also hold direct investments in the

funds are consolidated and the investments in the funds are fair valued through profit or loss;


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• Subsidiaries that provide fund investment advisory services (advisors) are considered to be an extension of the Parent’s

business and as such, they are consolidated;

• Investment entity subsidiaries (CapMan Fund Investments SICAV-SIF), through which CapMan makes its own fund

investments, are valued at fair value through profit or loss.

Significant judgment applied by management in the preparation

of the consolidated financial statements – investment entity basis

CapMan qualifies as an investment entity as defined by IFRS 10, because the corner stone of its business purpose is to

obtain capital from investors to its closed-end private equity funds and to provide investment management services to

those funds to gain both capital appreciation and investment income. Direct investments represent a relatively small part

compared to total assets under management. CapMan obtains funds from many external investors for investment

purposes. Documented exit strategies exist for each fund’s portfolio investments. Each fund’s portfolio investments and

the real estate investments are fair valued and such fair value information is provided both to the fund investors on

reporting date and also for CapMan’s internal management reporting purposes. In addition, management has assessed

that the following characteristics further support investment entity categorization: CapMan holds several investments

itself in the funds, investments in the funds are held by several investors, the investors are not related parties and the

investments are held mostly in form of equity.

Significant judgment applied by management in the

preparation of the consolidated financial statements – control over funds

One of the most significant judgments management made in preparing the Company’s consolidated financial statements

is the determination that Company does not have control over the funds under its management. Control is presumed to

exist when a parent has power over the investee, has exposure to variable returns from the fund and is able to use its

power to affect the level of returns.

CapMan manages the funds against management fee received from the investors on the basis of the investment

management mandate negotiated with the investors and it also makes direct investments in the funds under its

management. Accordingly, CapMan was required to determine, whether it is acting primarily as a principal or as an agent

in exercising its power over the funds.

In the investment management mandate the investors have set detailed instructions in all circumstances relating to the

management of the fund limiting the actual influence of the general partner at very low. In general, having a qualified

majority, investors have a right to replace the general partner and/or fund manager. The remuneration CapMan is entitled

to is commensurate with the services it provides and corresponds to remuneration customarily present in arrangements

for similar services on an arm’s length basis. CapMan’s direct investment (typically between of 1% to 5%) in the funds

and thus the share of the variability of the returns compared with the other investors is relatively small. As an investor in

the fund CapMan has no representation nor voting rights as it has been specifically excluded in the investment

management mandate.

Therefore, management has concluded that despite it from formal perspective exercises power over the funds by

controlling the general partner of the fund, its actual operational ability is limited in the investment management mandate

in a manner that the general partner is considers to act as an agent. Furthermore, CapMan’s exposure to variable returns

from the fund and its power to affect the level of returns is very low for the reasons described above. Therefore, CapMan

has determined that it does not have control over the funds under its management.

Subsidiaries

Subsidiaries are consolidated using the acquisition method. All intercompany transactions are eliminated in the

Consolidated Financial Statements. Profit or loss, together with all other comprehensive income-related items, are booked

to the owners of the parent company or owners not holding a controlling interest in the companies concerned. Non-

controlling interests are presented in the Consolidated Balance Sheet under equity separately from equity attributable to

the owners of the parent company.

Subsidiaries and businesses acquired during the year are consolidated from the date on which the Group acquires a

controlling interest, and in the case of companies and businesses divested by the Group during the financial year up to

the date on which CapMan’s controlling interest expires.

Associates

An associated company is an entity in which the Group has significant influence but does not hold a controlling interest.

This is generally defined as existing when the Group holds, either directly or indirectly, more than 20% of a company’s

voting rights.

Associated companies have been consolidated in accordance with the equity method. Under this, the investment in an

associated company is carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of the

company’s net assets, less any impairment value. If the Group’s share of the loss incurred by an associated company

exceeds the book value of its investment, the investment is booked at zero in the balance sheet, and losses exceeding

book value are not combined unless the Group is committed to meeting the obligations of the company concerned. The

Group’s share of the profit recorded by an associated company during the financial year in accordance with its holding in

the company is presented as a separate item in the income statement after operating profit.

Segment reporting

Segment reporting has been discontinued as of January 1, 2025. Due to divestments of the service businesses in

2023-24, CapMan no longer has service businesses. Also, the income impact from CapMan's balance sheet investments

materially equals fair value changes that are reported separately in the Group Income Statement. As a result of the

aforementioned structural changes in the business, the overall reporting framework and accounting policies have been

reassessed, and as of January 1, 2025, CapMan Plc's Board of Directors, which is responsible for resource allocations

and taking strategic decisions, is determined as the chief operating decision maker under IFRS 8. As Board of Directors


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evaluates CapMan's financial performance as a whole based on the Group Income Statement, CapMan has decided to

discontinue segment reporting.

Translation differences

The result and financial position of each of the Group’s business units are measured in the currency of the primary

economic environment for that unit (’functional currency’). The Consolidated Financial Statements are presented in euros,

which is the functional and presentation currency of the Group’s parent company.

Transactions in foreign currencies have been recorded in the parent company’s functional currency at the rates of

exchange prevailing on the date of the transactions; in practice a reasonable approximation of the actual rate of exchange

on the date of the transaction is often used. Foreign exchange differences for operating business items are recorded in the

appropriate income statement account before operating profit and, for financial items, are recorded in financial income

and expenses. The Group’s foreign currency items have not been hedged.

In the consolidated financial statements, the income statements of subsidiaries that use a functional currency other than

the euro are translated into euros using the average rates for the accounting period. Their balance sheets are translated

using the closing rate on the balance sheet date. All resulting exchange differences are recognised in other comprehensive

income.

Translation differences caused by changes in exchange rates for the cumulative shareholders’ equity of foreign

subsidiaries have been recognised in other comprehensive income.

Tangible assets

Tangible assets have been reported in the balance sheet at their acquisition value less depreciation according to plan.

Assets are depreciated on a straight-line basis over their estimated useful lives.

The estimated useful lives are as follows:

Machinery and equipment4–5 years

Other long-term expenditure4–5 years

The residual values and useful lives of assets are reviewed on every balance sheet date and adjusted to reflect changes in

the expected economic benefits where necessary.

Tangible assets include right-of-use assets measured in accordance with IFRS 16, which are disclosed in the notes. More

information on these items is included in chapter Leases of Accounting Policies.

Intangible assets

Goodwill

Goodwill acquired in a business merger is booked as the sum paid for a holding, the holding held by owners with a non-

controlling interest, and the holding previously owned that, when combined, exceeds the fair value of the net assets of

the acquisition. Write-offs are not made against goodwill, and possible impairment of goodwill is tested annually.

Goodwill is measured as the original acquisition cost less accumulated impairment. The goodwill acquired during a

merger is booked against the units or groups of units responsible for generating the cash flow used for testing impairment.

Every unit or group of units for which goodwill is booked represents the lowest level of the organisation at which goodwill

is monitored internally for management purposes.

Other intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets are recognised in the

balance sheet only if the cost of the asset can be measured reliably and if it is probable that the future economic benefits

attributable to the asset will flow to the Group.

Agreements and trademarks acquired in business mergers are booked at fair value at the time of acquisition. As they

have a limited life, they are booked in the balance sheet at acquisition cost minus accumulated write-offs. IT systems are

expensed on the basis of the costs associated with acquiring and installing the software concerned. Depreciation is

spread across the financial life of the relevant software licences. Impairment is tested whenever there is an indication that

the book value of intangible assets may exceed the recoverable amount of these assets.

The estimated useful lives are:

Agreements and trademarks5–10 years

Other intangible assets3–5 years

Impairment of assets

The Group reviews all assets for indications that their value may be impaired on each balance sheet date. If such

indication is found to exist, the recoverable amount of the asset in question is estimated. The recoverable amount for

goodwill is measured annually independent of indications of impairment.

The need for impairment is assessed on the level of cash-generating units, in other words at the smallest identifiable

group of assets that is largely independent of other units and cash inflows from other assets. The recoverable amount is

the fair value of an asset, less costs to sell or value in use. Value in use refers to the expected future net cash flow

projections, which are discounted to the present value, received from the asset in question or the cash-generating unit.

The discount rate used in measuring value in use is the rate that reflects current market assessments of the time value of

money and the risks specific to the asset. Impairment is recorded in the income statement as an expense. The


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recoverable amount for financial assets is either the fair value or the present value of expected future cash flows

discounted by the initial effective interest rate.

An impairment loss is recognised whenever the recoverable amount of an asset is below the carrying amount, and it is

recognised in the income statement immediately. An impairment loss of a cash-generating unit is first allocated to reduce

the carrying amount of any goodwill allocated to the cash-generating unit and then to reduce the carrying amounts of the

other assets of the unit pro rata. An impairment loss is reversed if there is an indication that an impairment loss may

have decreased and the carrying amount of the asset has changed from the recognition date of the impairment loss.

The increased carrying amount due to reversal cannot exceed what the depreciated historical cost would have been if the

impairment had not been recognised. Reversal of an impairment loss for goodwill is prohibited. The carrying amount of

goodwill is reviewed for impairment annually or more frequently if there is an indication that goodwill may be impaired,

due to events and circumstances that may increase the probability of impairment.

Financial assets

The Group’s financial assets have been classified into the following categories:

1) financial assets at fair value through profit or loss

2) financial assets at amortised cost

Investments in equity instruments are always measured at fair value through profit or loss. Classification of debt

instruments, such as trade and loan receivables, is based on the business model for managing and for the contractual

cash flow characteristics of these financial assets. Debt instruments supporting fund management activities, such as

loans granted to investment teams for co-investment purposes, are classified as financial assets at amortised cost,

because they are held solely in order to collect contractual cash flows, which are solely payments of principal and

interest. Liquid current debt instruments, such as investments to interest funds, made primarily for cash management

purposes, are recognised at fair value through profit or loss. Non-current debt investments made from the own balance

sheet are held for both selling purposes and collecting contractual cash flows (principal and interest), and the Group

designates these assets as measured at fair value through profit or loss, in order to reduce inconsistency with regards to

recognizing gains and losses of financial assets made as investments from the own balance sheet, because the Group as

an investment entity manages and monitors the performance of these investments based on fair values according to

group’s investment strategy.

Transaction costs are reported in the initial cost of financial assets, excluding items valued at fair value through profit or

loss. All purchases and sales of financial instruments are recognised on the trade date. An asset is eligible for

derecognition and removed from the balance sheet when the Group has transferred the contractual rights to receive the

cash flows or when it has substantially transferred all of the risks and rewards of ownership of the asset outside the

Group. Financial assets are classified as current if they have been acquired for trading purposes or fall due within 12

months.

Financial assets at fair value through profit or loss

Fair value through profit or loss class comprises of financial assets that are equity instruments or acquired for cash

management or hedging purposes, in which case they can be either equity or debt instruments or derivative instruments.

Debt instruments are also classified to this class, if they are held for both selling purposes and collecting contractual cash

flows and which CapMan as an investment entity designates as financial assets at fair value through profit or loss at

initial recognition in order to reduce inconsistency with regards to recognizing gains and losses of financial assets within

its activity as an investment entity.

Fund investments and other investments in non-current assets are classified as financial assets at fair value through profit

or loss and their fair value change is presented on the line item ”Fair value changes of investments” in the statement of

comprehensive income. Fair value information of the non-current fund investments is provided quarterly to Company’s

management and to other investors in the investment funds management by CapMan. The valuation of CapMan’s funds’

investment is based on International Private Equity and Venture Capital Valuation Guidelines (IPEVG) and IFRS 13.

Investments in listed shares, funds and interest-bearing securities as well as those derivative instruments that do not

meet the hedge accounting criteria or for which hedge accounting is not applied in current assets are measured at fair

value through profit or loss. Listed shares and derivative contracts in current assets are measured at fair value by the last

trade price on active markets on the balance sheet date. The fair value of current investments in funds is determined as

the funds’ net asset value at the balance sheet date. The fair value of current investments in interest-bearing securities is

based on the last trade price on the balance sheet date or, in an illiquid market, on values determined by the

counterparty.

The change in fair value of current financial assets measured at fair value through profit or loss as well as dividend and

interest income from short-term investments in listed shares and interest-bearing securities are presented on the line item

”Fair value changes of investments” in the statement of comprehensive income, except for derivative instruments, which

are used for a fair value hedge purpose. In these cases, the effectively hedging component of the derivative instrument’s

fair value change is recognised in the same line item as the hedged item’s change in the statement of comprehensive

income, and the remainder of the derivative’s fair value change is recognised as a financing cost. CapMan uses derivative

instruments, such as foreign currency forward contracts, to hedge against currency changes of foreign currency

denominated trade receivables, but does not apply hedge accounting to these derivatives. In these cases, the change of

fair value of the derivative instrument that offsets an equal change of the foreign currency denominated trade receivable,

being the hedged item, is recognised on the same line item as the change of the hedge item, i.e. in turnover.

Financial assets at amortised cost

Financial assets at amortised cost mainly include non-interest-bearing trade receivables and interest-bearing loan

receivables associated with other than investment business. These financial assets are held solely in order to collect

contractual cash flows, and whose payments are fixed or determinable and which are not quoted in an active market.


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They are included in current assets, except for maturities greater than 12 months after the end of the reporting period,

which are classified as non-current assets.

Expected credit loss of the trade receivables is evaluated by using the simplified approach allowed by IFRS 9, under

which a provision matrix is maintained, based on the historical credit losses and forward-looking information regarding

general economic indicators. In addition, materially overdue receivables are evaluated on a client basis.

Expected credit losses of loan receivables is evaluated based on the general approach under IFRS 9. The group evaluates

the credit risk of the borrowers by estimating the delay of the repayments and borrower’s future economic development.

Depending on the estimated credit risk the group measures the loss allowance at an amount equal to 12-month expected

credit losses or lifetime expected credit losses. Inputs used for the measurement of expected credit losses include, among

others, available statistics on default risk based on credit risk rating grades and the historical credit losses the group has

incurred.

Credit risk of a loan receivable is assumed low on initial recognition in case the contractual payments of principal and

interest are dependent on the cash proceeds the borrower receives from the underlying investments. In these cases, the

borrower is considered to have a strong capacity to meet its contractual cash flow obligations in the near term. It is

considered that there has been a significant increase in the credit risk, if the contractual payments have become more

than 30 days past due, and a default event has occurred, if the payment is more than 90 days past due, unless resulting

from an administrative oversight.

Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash in banks and in hand, as well as liquid short-term

deposits such as investments to money market funds. Cash assets have a maximum maturity of three months.

Non-current assets held for sale and discontinued operations

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale, if it is highly

probable that they will be recovered primarily through sale rather than through continued use. The recognition criteria are

regarded to be met when a sale is highly probable, the asset (or a disposal group) is available for immediate sale in its

present condition subject only to terms that are usual and customary, the management is committed to the plan to sell

the asset and the sale is expected to take place within one year from the date of classification.

As from the classification date, a non-current asset (or a disposal group) held for sale is measured at the lower of its

carrying amount and fair value less costs of disposal. Once classified as held for sale, intangible and tangible assets are

no longer amortised nor depreciated.

An operation is classified as discontinued, if it has been disposed of or is classified as held for sale, and represents a

separate major line of business, which can be clearly distinguished and has been a cash-generating unit or a group of

cash-generating units while being held for use. Discontinued operations are disclosed separately in the income statement

and figures for comparison periods are restated accordingly.

Dividend payment and repayment of capital

Payment of dividends and repayment of capital is decided in the Annual General Meeting. The dividend payment and

repayment of capital proposed to the Annual General Meeting by the Board of Directors is not subtracted from

distributable funds until approved by the Annual General Meeting.

Financial liabilities

Financial liabilities largely consist of loans from financial institutions, leasing liabilities and derivate liabilities. Financial

liabilities are initially recognised at fair value. Transaction costs are reported in the initial book value of the financial

liability. Financial liabilities, except for derivative liabilities, are subsequently carried at amortized cost using the effective

interest method. Derivative liabilities are measured at fair value through profit or loss. Financial liabilities are reported in

non-current and current liabilities.

Leases

Group’s lease agreements are mainly related to facilities, company cars and IT equipment. Group applies the exemptions

allowed by the standard on lease contracts for which the lease term ends within 12 months as of the initial application,

and lease contracts for which the underlying asset is of low value. Exemptions are applicable to some of the leased

premises, such as office hotels, and to all laptops, printers and copying machines, among others. These lease payments

are recognised as an expense in the income statement on a straight-line basis.

Other lease agreements are recognised as right-of-use assets and lease liabilities in the balance sheet. These agreements

include long-term lease agreements of facilities and company cars. Right-of-use assets are included in tangible assets and

the related lease liabilities are included in non-current and current interest-bearing financial liabilities.

CapMan Group does not act as a lessor.

Provisions

Provisions are recognised in the balance sheet when the Group has a current obligation (legal or constructive) as a result

of a past event, and it is probable that an outflow will be required to settle the obligation and a reliable estimate of the

outflow can be made.

The Group’s provisions are evaluated on the closing date and are adjusted to match the best estimate of their size on the

day in question. Changes are booked in the same entry in the income statement as the original provision.


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Employee benefits

Pension obligations

The defined contribution pension plan is a pension plan in accordance with the local regulations and practices of its

business domiciles. Payments made to these plans are charged to the income statement in the financial period to which

they relate. Pension cover has been arranged through insurance policies provided by external pension institutions.

Share-based payments

The fair value of the share-based long-term incentive plan is measured at the grant date based on the starting share price

of the plan, its assumed development during the vesting period, forfeiture rate and estimated dividends to be paid during

the vesting period. The fair value is expensed on a straight-line basis over the vesting period. The accumulated amount

expensed is adjusted, should the forfeiture rate change or should shares allocated to the plan be sold during the vesting

period.

The fair value of stock options is assessed on the date they are granted and are expensed in equal instalments in the

income statement over the vesting period of the rights concerned. An evaluation of how many options will generate an

entitlement to shares is made at the end of every reporting period. Fair value is determined using the Black-Scholes

pricing model. The terms of the stock option programs are presented in Note 30. Share-based payments.

Revenue recognition

Revenue from contracts with customers is recognised by first allocating the transaction price to performance obligations,

and when the performance obligation is satisfied by transferring the control of the underlying service to the customer, the

revenue related to this performance obligation is recognised. Performance obligation can be satisfied either at a point in

time or over time.

Management fees

As a fund manager, CapMan receives management fees during a fund’s entire period of operations. Management fee is a

variable consideration and is typically based on the fund’s original size during its investment period, which is usually five

years. Thereafter the fee is typically based on the acquisition cost of the fund’s remaining portfolio. Annual management

fees are usually 0.5–2.0% of a fund’s total commitments, depending whether the fund is a real estate fund, a mezzanine

fund, or an equity fund. In the case of real estate funds, management fees are also paid on committed debt capital. The

average management fee percentage paid by CapMan-managed funds is approx. 1%.

Management fees paid by the funds are recognised as income over time, because the fund management service is the

only performance obligation in the contract and it is satisfied over time.

Sale of services

CapMan also offers wealth management services to institutional clients, foundations, family offices and wealthy private

clients. Fees from these services are recognised over time, when the service is provided and the control is transferred to

the customer, except for success and transaction fees, which are recognised as income at a point in time, because the

underlying performance obligation is satisfied and the control of the related service is transferred to the customer at a

point in time.

Fee from other services, such as asset and property management services relating to real estate properties, are primarily

recognised over time.

Some of the earlier contracts with customers related to the fundraising services includes a significant financing

component. When determining the transaction price in these cases, the promised amount of consideration is adjusted for

the effects of the time value of money and customer’s credit characteristics.

Carried interest income

Carried interest refers to the distribution of the profits of a successful private equity fund among fund investors and the

fund manager responsible for the fund’s investment activities. In practice, carried interest means a share of a fund’s cash

flow received by the fund manager after the fund has transferred to carry.

The recipients of carried interest in the private equity industry are typically the investment professionals responsible for a

fund’s investment activities. In CapMan’s case, carried interest is split between CapMan Plc and funds’ investment

teams.

CapMan applies a principle where funds transfer to carry and carried interest income are based on realised cash flows,

not on a calculated and as yet unrealised return. As the level of carried interest income varies, depending on the timing of

exits and the stage at which funds are in their life cycle, predicting future levels of carried interest is difficult.

To transfer to carry, a fund must return its paid-in capital to investors and pay a preferential annual return on this. The

preferential annual return is known as a hurdle rate, which is typically set between 7–10% IRR p.a. When a fund has

transferred to carry, the remainder of its cash flows is distributed between investors and the fund manager. Investors

typically receive 80% of the cash flows and the fund manager 20%. When a fund is generating carried interest, the fund

manager receives carried interest income from all of the fund’s cash flows, even if an exit is made at below the original

acquisition cost.

Revenue from carried interest is recognised when a fund has transferred to carry and to the extent carried interest is

based on realised cash flows and management has estimated it being highly probable that there is no risk of repayment

of carried interest back to the fund. Carried interest is recognised when CapMan is entitled to it by the reporting date, a

confirmation on the amount has been received and CapMan is relatively close to receiving it in cash.


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Potential repayment risk of carried interest to the funds (clawback)

Potential repayment risk to the funds (clawback) is considered when assessing whether revenue recognition criteria have

been fulfilled. Clawback risk relates to a situation when, in conjunction with the liquidation of a fund, it is recognised that

the General Partner has received more carried interest than agreed in the fund agreement. These situations can occur, for

example, if there are recallable distributions or if representations and warranties have been given by the vendor in the

sale and purchase agreement when the fund is towards the end of its lifecycle.

Potential repayment risk to the funds (clawback) is estimated by the management at each reporting date. The

management judgment includes significant estimates relating to investment exit timing, exit probability and realisable fair

value. The clawback risk is measured by using the expected value method, i.e. by calculating a probability weighted

average of estimated alternative investment exit outcomes. The clawback is an adjustment to the related revenue

recognised and is included in the current accrued liabilities in the consolidated balance sheet.

Income taxes

Tax expenses in the consolidated income statement comprise taxes on taxable income and changes in deferred taxes for

the financial period. Taxes are booked in the income statement unless they relate to other areas of comprehensive income

or directly to items booked as equity. In these cases, taxes are booked to either other comprehensive income or directly to

equity. Taxes on taxable income for the financial period are calculated on the basis of the tax rate in force for the country

in question. Taxes are adjusted on the basis of deferred income tax assets and liabilities from previous financial periods, if

applicable. The Group’s taxes have been recognised during the financial year using the average expected tax rate.

Deferred taxes are calculated on temporary differences between the carrying amount and the tax base. Deferred taxes

have only been recognised to the extent that it is probable that taxable profit will be available against which the

deductible temporary differences can be utilised. The largest temporary differences arise from the valuation of

investments at fair value. Deferred taxes are not recognised for non-tax deductible amortisation of goodwill. Deferred

taxes have been measured at the statutory tax rates enacted by the balance sheet date and that are expected to apply

when the related deferred tax is realised.

Items affecting comparability and alternative performance measures

CapMan uses alternative performance measures, such as adjusted operating profit (or 'comparable operating profit’,

having the same meaning), to denote the financial performance of its business and to improve the comparability between

different periods. Alternative performance measures, as such are presented, are derived from performance measures as

reported in accordance with the IFRS by adding or deducting the items affecting comparability and they will be

nominated as adjusted. Such alternative performance measures are, for example, adjusted operating profit, adjusted

profit for the period, and adjusted earnings per share. In addition, CapMan discloses alternative performance measures

that have been derived from the beforementioned adjusted performance measures by further adding or deducting some

income statement items that have 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 included in the Report by the Board of Directors.

Use of estimates

The preparation of the financial statements in conformity with IFRS standards requires Group management to make

estimates and assumptions in applying CapMan’s accounting principles. These estimates and assumptions have an

impact on the reported amounts of assets and liabilities and disclosure of contingent liabilities in the balance sheet of the

financial statements and on the reported amounts of income and expenses during the reporting period. Estimates have a

substantial impact on the Group’s operating result. Estimates and assumptions have been used in assessing the

impairment of goodwill, the fair value of fund investments, the impairment testing of intangible and tangible assets, in

determining useful economic lives and expected credit losses, and in reporting deferred taxes, among others.

Valuation of fund investments

The determination of the fair value of fund investments using the International Private Equity and Venture Capital

Valuation Guidelines (IPEVG) takes into account a range of factors, including the price at which an investment was

acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable

securities, current and projected operating performance, and financing transactions subsequent to the acquisition of the

investment. These valuation methodologies involve a significant degree of management judgment. Because there is

significant uncertainty in the valuation of, or in the stability of, the value of illiquid investments, the fair values of such

investments as reflected in a fund’s net asset value do not necessarily reflect the prices that would actually be obtained

when such investments are realised.

Valuation of fund investments is described in more detail in the Note 32.


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Valuation of other investments

The fair value of growth equity investments is determined quarterly by using valuation methods according to IPEVG and

IFRS 13. The valuations are based on forecasted cash flows or peer group multiples. In estimating fair value of an

investment, a method that is the most appropriate in light of the facts, nature and circumstances of the investment is

applied. External valuations are made at least once a year to verify the fair values of growth equity investments.

Goodwill impairment test

Goodwill impairment test is performed annually. The most significant assumptions related to the recoverable amount are

turnover growth, operating margin, discount rate and terminal growth rate. Turnover growth and operating margin

estimates are based on the current cost structure and turnover generated by the current customer base. Turnover is

expected to grow to the extent that can be reasonably supported by the current personnel and other resources. This

means such additional turnover and costs included in the business plan that are related to future expansion – and

expected to be mainly visible as new customers and increased headcount – have been removed from the cash flow

forecasts when preparing the goodwill impairment test.

Goodwill impairment test is described in more detail in the Note 15.

2. Revenue

Revenue from contracts with customers include management fees, service fees and carried interest.

Management fees are typically based on long-term contracts and recorded over time. Service fees include both

transaction fees recorded at a point in time and other service fees, such as fees from wealth and property and asset

management services, which are recorded over time. Carried interest is recognised at a point in time.

The below table disaggregates the revenue into management fees, fees from services and carried interest, and which

portion of each of these items is recorded over time or at a point in time in the income statement..


2025 1,000 EUR	Over time	At a point in time	Total
Management fees	49,772		49,772
Service fees	8,734	394	9,128
Carried interest		4,133	4,133
Revenue from customer contracts, external	58,506	4,528	63,033


2024 1,000 EUR	Over time	At a point in time	Total
Management fees	45,892		45,892
Service fees	7,095	316	7,411
Carried interest		4,318	4,318
Revenue from customer contracts, external	52,987	4,634	57,621

3. Other operating income


	2025	2024
Other items	29	6
Total	29	6


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4. Employee benefit expenses


1,000 EUR	2025	2024
Salaries and wages	32,427	27,979
Pension expenses - defined contribution plans	3,944	3,249
Share-based payments	737	612
Other personnel expenses	1,856	1,489
Total	38,964	33,331

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	2025	2024
By country
Finland	152	149
Sweden	29	27
Denmark	15	12
Norway	3	2
Luxembourg	4	3
United Kingdom	9	7
Germany	5	0
In total	215	200

5. Depreciation


1,000 EUR	2025	2024
Depreciation by asset type
Intangible assets
Other intangible assets	1,626	1,158
Total	1,626	1,158

Tangible assets
Machinery and equipment	50	76
Right-of-use assets, buildings (IFRS 16)	1,346	1,211
Right-of-use assets, machinery and equipment (IFRS 16)	12	0
Total	1,409	1,287

Total depreciation	3,035	2,444

6. Other operating expenses


1,000 EUR	2025	2024
Included in other operating expenses:
Other personnel expenses	1,671	1,436
Office expenses	652	684
Travelling and entertainment	1,150	1,055
External services	6,606	6,784
Other operating expenses	3,264	3,024
Total	13,344	12,981

Short-term lease expense (IFRS 16)	102	145
Expense for leases of low-value assets (IFRS 16)	86	121


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Audit fees


Ernst & Young chain of companies:	2025	2024
Audit fees	311	437
Tax advisory services	53	19
Other fees and services	97	92
Total	461	548

Non-audit services performed by Ernst & Young in 2024 were 150 thousand euros (2024: 111 thousand euros in total)

and included 57 (19) thousand euros of tax advisory services and 97 (92) thousand euros of other fees and services in

total. In 2025 there were no audit fees related to discontinuing operations (2024: 27 thousand)

7. Adjustments to cash flow statement and total cash outflow for leases


1,000 EUR	2025	2024
Personnel expenses	737	612
Depreciation, amortisation and write-downs	3,035	2,535
Fair value gains/losses of investments	-15,519	-7,789
Gain on sale of subsidiaries	0	-64,025
Finance income and costs	6,118	4,330
Costs related to acquisitions and disposals	532	5,672
Taxes	1,303	4,035
Other adjustments	85	35
Total	-3,710	-54,595

Total cash outflow for leases (IFRS 16)	-1,453	-1,386

8. Fair value gains/losses of investments


1,000 EUR	2025	2024
Investments at fair value through profit and loss
Investments in funds	15,519	7,789
Total	15,519	7,789

9. Finance income and costs


1,000 EUR	2025	2024
Finance income
Interest income from loan receivables	1,073	1,582
Exchange gains	84	161
Other financing income	587	187
Total	1,744	1,930

Finance costs
Interest expenses for loans	-5,864	-5,213
Change of expected credit losses	-66	-2
Change in fair value of financial liabilities	0	-194
Other interest and finance expenses	-452	-548
Interest expense of lease liabilities (IFRS 16)	-95	-118
Exchange losses	-1,383	-179
Total	-7,862	-6,253


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10. Income taxes


1,000 EUR	2025	2024
Current income tax	2,504	3,280
Taxes for previous years	-16	-25
Deferred taxes
Temporary differences	-1,186	-303
Total	1,303	2,952


Income tax reconcilliation	2025	2024
Profit before taxes	17,120	12,336

Tax calculated at the domestic corporation tax rate of 20%	3,424	2,467
Effect of different tax rates outside Finland	198	80
Tax exempt income	-2,249	-1,337
Performance share plan	147	5
Ohter non-deductible expenses	548	577
Unrecognized tax assets on tax losses and use of previously unrecognised tax losses	-685	1,082
Taxes for previous years	-7	-24
Other differences	-74	102
Income taxes in the Group Income Statement	1,303	2,952

11. 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. Undiluted earnings per share from continuing operations is calculated by dividing the

distributable retained profit for the financial year from continuing operations 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.


	2025	2024
Continuing and discontinued operations in total:
Result for the financial year, € ('000)	15,818	73,466
Result attributable to the non-controlling interest, € ('000)	-2,636	-4,893
Result attributable to the equity holders of the Company, € ('000)	13,182	68,573

Continuing operations:
Result for the financial year from continuing operations, € ('000)	15,818	9,385
Result attributable to the non-controlling interest from continuing operations, € ('000)	-2,636	-4,579
Result attributable to the equity holders of the Company from continuing operations, € ('000)	13,182	4,806

Weighted average number of shares ('000)	176,878	173,807
Treasury shares ('000)	-26	-26
Weighted average number of shares ('000)	176,852	173,781

Effect of share-based incentive plans ('000)	664	599
Weighted average number of shares adjusted for the effect of dilution ('000)	177,516	174,380

Earnings per share attributable to the equity holders of the Company:
Earnings per share (undiluted), cents	7.5	39.5
Earnings per share (diluted), cents	7.4	39.3

Earnings per share from continuing operations attributable to the equity holders of the Company:
Earnings per share from continuing operations (undiluted), cents	7.5	2.8
Earnings per share from continuing operations (diluted), cents	7.4	2.8


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12. Discontinued operations

On October 4, 2024, CapMan Plc signed an agreement with Proxer Bidco Oy to sell its ownership (92.7%) in subsidiary

CapMan Procurement Services (CaPS) Ltd (“CaPS”) together with subsidiary’s non-controlling interest (7.3%). The transaction

was closed on October 31, 2024. Debt free purchase price was EUR 70 million, of which CapMan’s share is EUR 64.9

million, and in addition, CapMan is entitled to a maximum of EUR 4.6 million earn-out consideration, subject to CaPS reaching

certain operating targets during 2025. At the moment, based on preliminary information, it seems unlikely that CaPS would

have reached these targets in 2025, and therefore no receivable has been recorded in relation to the earn-out consideration.

CapMan classified CaPS business as a discontinued operation in the income statement and restated the comparison

periods' income statement and segment information accordingly.

Below table summarises the income statement by line item from discontinued operations for the financial and

comparison year:


1,000 EUR	2025	2024
Discontinued operations	–	9,533
Turnover, external	–	3
Other operating income	–	-4,390
Operating expenses	–	5,146
Operating profit	–	-7
Financial income and expenses	–	60,025
Profit before taxes	–	65,164
Income taxes
related to ordinary business	–	-1,083
related to disposal	–	0
Profit after taxes	–	64,081

*less advisory and success fees

Below table sets forth the share of cash flows attributable to discontinued operations:


1,000 EUR	2025	2024
Cash flow from operating activities	–	4,131
Cash flow from investing activities	–	59,039
Cash flow from financing activities	–	-628

13. Acquisitions

Acquisition of CAERUS Debt Investments AG in 2025

On 31 July 2025, CapMan completed the acquisition of 51% ownership interest in CAERUS Debt Investments AG

("CAERUS") and launched a new investment area CapMan Real Asset Debt.

The transaction was based on an equity valuation of up to EUR 13 million for 100% ownership interest in CAERUS,

including a potential earn-out consideration. The upfront consideration for 51% ownership interest paid in cash on the

closing date was EUR 4.2 million. In addition, subject to CAERUS reaching certain operational targets during 2026, an

earn-out consideration of up to EUR 2.6 million will be paid in cash.

CAERUS was founded in 2012 as one of the first real estate debt investment managers in Germany. A team of 12

investment professionals offers tailored real estate debt financing across nearly all real estate segments with a focus on

the DACH (Germany, Austria and Switzerland) and Benelux-region. CAERUS has seven active funds at the moment. With

its long presence in the market and strong track-record, CAERUS has demonstrated its expertise in sourcing and selecting

attractive investment opportunities for investors.

Resulting from the transaction, CapMan expands its presence to a new geographical area, and the provisional goodwill of

EUR 2.4 million arising from the transaction is primarily attributable to CAERUS' professional workforce and future

customers. The acquisition also brings local expertise and market knowledge of Central Europe, strengthens CapMan's

presence there, and contributes to CapMan's growth strategy. Only a small portion of goodwill is attributable to cost

synergies. Goodwill will not be tax-deductible.

As of the acquisition date, July 31, 2025, CAERUS has been consolidated into CapMan's consolidated financial

statements in full. Consolidated income statement includes EUR 2.3 million of revenue, of which EUR 1.5 million is fee

income and EUR 0.8 million is carried interest, and EUR 0.2 million of fee profit and EUR 0.4 million of profit for the

financial year from CAERUS as of July 31st, 2025. Had CAERUS been consolidated from January 1, 2025, consolidated

income statement for the full financial year 2025 would show combined revenue of EUR 67.7 million (of which

CAERUS: MEUR 7.0), of which fee income of EUR 61.4 million (CAERUS: MEUR 4.1), and combined net profit of EUR

13.4 million (CAERUS: MEUR 0.5).

The expenses arising from the acquisition, EUR 0.4 million, have been included in line item Other operating expenses of

the consolidated income statement and classified as items impacting comparability.

The purchase price allocation is provisional. The following table summarises the consideration, the fair value of

identifiable assets and liabilities assumed at the acquisition date, and the arising goodwill.


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1,000 EUR	Fair value
Consideration
Up-front cash consideration	4,188
Estimated earn-out consideration	904
Total consideration	5,091

ASSETS
Non-current assets
Customer-related intangibles	5,302
Marketing-related intangibles	595
Other intangible assets	0
Tangible assets	26
Right-of-use assets	383
Investments at fair value through profit and loss	5
	6,312

Current assets
Receivables and accruals	665
Cash and cash equivalents	3,272
	3,937

Total assets	10,249

LIABILITIES
Non-current liabilities
Leasing liabilities	263
Deferred tax liabilities	1,842
	2,105
Current liabilities
Trade payables and accruals	2,440
Leasing liabilities	120
Current tax liabilities	277
	2,836

Total liabilities	4,942


1,000 EUR	Fair value
Non-controlling interest ("NCI")*	2,601
Net assets (excl. goodwill)	2,707
Total consideration	5,091
Goodwill	2,385

* measured at proportionate share of acquiree’s identifiable net assets

The below table specificies the cash flow impact of the acquisition, reflected in cash flow from investing activities:


1,000 EUR
Cash consideration	-4,188
Transaction costs	-436
Net cash acquired with the subsidiary	3,272
Acquisition of subsidiaries, net of cash	-1,352

Acquisition of Dasos Capital in 2024

On 1 March 2024, CapMan completed the acquisition of all the shares of Dasos Capital Oy. As of the acquisition date,

Dasos Capital has been consolidated into CapMan's consolidated financial statements in full. The purchase price was

paid by executing a directed issue of 17,672,761 new CapMan shares to the owners of Dasos Capital Oy, representing

approximately 10.0% ownership in CapMan, and by a cash consideration of EUR 3.0 million. Fair value of the issued

shares amounted to EUR 34.4 million. In addition, CapMan has committed to paying an additional earn-out

consideration 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.

Dasos Capital Oy is a leading timberland and natural capital investment asset manager in Europe and a significant player

globally. Dasos focuses on managing sustainable timberland investments, natural sites and forest carbon sinks, as well as

developing value in Europe and emerging markets. The investors in the funds managed by Dasos are domestic and

foreign institutions, mainly pension and insurance companies. The acquisition supports CapMan’s vision of becoming the

most responsible private asset company in the Nordics and significantly promotes CapMan’s strategic objective to

increase assets under management to EUR 10 billion during the ongoing strategy period.

The goodwill arising from the acquisition was EUR 22.2 million and was mainly attributable to Dasos' professional

workforce, future customers and products, CapMan's cross-selling opportunities, and synergies. Dasos Capital forms

CapMan's new investment area Natural Capital.


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14. Tangible assets


1,000 EUR	2025	2024
Machinery and equipment
Acquisition cost at 1 January	2,532	2,521
Acquisitions (see Note 13)	26	3
Additions	9	11
Translation difference	5	-3
Acquisition cost at 31 December	2,572	2,532

Accumulated depreciation at 1 January	-2,408	-2,334
Depreciations	-50	-76
Translation difference	-4	2
Accumulated depreciation at 31 December	-2,462	-2,408

Book value on 31 December	110	124

Right-of-use assets
Machinery and equipment (IFRS 16)
Additions	55	0
Depreciations, continuing operations	-12	0
Book value on 31 December	43	0
Leased premises (IFRS 16)
Additions	4,417	151
Depreciations, continuing operations	-1,346	-1,211
Depreciations, discontinuing operations	0	-87
Book value on 31 December	6,238	2,785

Other tangible assets
Acquisition cost at 1 January	23	23
Book value on 31 December	23	23
Tangible assets total	6,415	2,932

15. Goodwill


1,000 EUR	2025	2024
Acquisition cost at 1 January	42,830	20,581
Acquisitions (see Note 13)	2,385	22,249
Acquisition cost at 31 December	42,832	42,830

Accumulated impairment at 1 January	-12,695	-12,695
Accumulated impairment at 31 December	-12,695	-12,695

Book value on 31 December	32,520	30,135

Impairment test

Goodwill is tested for impairment at least annually and has been allocated to the cash-generating units as follows:


1,000 EUR	2025	2024
CapMan Wealth	7,412	7,412
Natural Capital	22,249	22,249
Real Asset Debt	2,385	0
Other	474	474
Total	32,520	30,135

CapMan Wealth

Recoverable amount of CapMan Wealth (previously CapMan Wealth Services) is based on value-in-use using five-year

discounted cash flow projections based on a business plan approved by the management. Future cash flows arising from

additional turnover generated by increased personnel, and thus extending the operations and enhancing the performance,

have been excluded from the cash flow projections applied in the impairment test. Cash flows for the period extending

over the planning period are calculated using the terminal value method. Key assumptions applied in the impairment test

are set forth in the table below:


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	2025	2024
Pre-tax discount rate	16.6%	19.0%
Average turnover growth	11.2%	14.3%
Average EBIT margin	35.1%	21.7%
Terminal growth rate	2.0%	2.0%

Natural Capital

Dasos Capital, which was acquired during the previous financial year (see Note 13), forms a cash-generating unit Natural

Capital, onto which goodwill of EUR 22.2 million has been allocated. Recoverable amount of Natural Capital is based on

value-in-use using five-year discounted cash flow projections based on a business plan approved by the management.

Cash flows for the period extending over the planning period are calculated using the terminal value method. Key

assumptions applied in the impairment test are set forth in the table below:


	2025	2024
Pre-tax discount rate	14.0%	15.6%
Average turnover growth	10.9%	13.3%
Average EBIT margin	48.4%	52.0%
Terminal growth rate	2.0%	2.0%

Real Asset Debt

CAERUS Debt Investments AG, which was acquired during the financial year (see Note 13), establishes a new cash-

generating unit Real Asset Debt, onto which goodwill of EUR 2.4 million has been allocated. Recoverable amount of Real

Asset Debt is based on value-in-use using five-year discounted cash flow projections based on a business plan approved

by the management. Cash flows for the period extending over the planning period are calculated using the terminal value

method. Key assumptions applied in the impairment test are set forth in the table below:


	2025	2024
Pre-tax discount rate	15.2%	–
Average turnover growth	7.1%	–
Average EBIT margin	20.5%	–
Terminal growth rate	2.0%	–

Discount rate takes into account listed domestic and foreign asset and wealth managers as a benchmark group. Cost of

equity includes risk premiums for local market areas and company size. As a risk-free rate, a reference rate of Germany

30-year government bonds has been applied. Based on the impairment test, none of goodwill allocated to any cash-

generating unit was impaired, and recoverable amounts of cash-generating units CapMan Wealth, Natural Capital and

Real Asset Debt exceed their carrying amounts by approximately EUR 10.1 million, EUR 3.8 million and EUR 1.0

million, respectively.

Of key assumptions applied in CapMan Wealth's impairment test, recoverable amount is sensitive to revenue growth

during the explicit forecasting period (5 years). Based on the sensitivity analysis, if revenue growth during the explicit

forecasting period would be 7 %-points lower per annum, recoverable amount would equal the carrying amount of the

respective cash-generating unit. No reasonably possible change in any of the other key assumptions would lead to

impairment.

Of key assumptions applied in Natural Capital's impairment test, recoverable amount is sensitive to changes in discount

rate, EBIT margin and revenue growth rate. Based on the sensitivity analysis, if discount rate would be 1.3 %-points

higher, average EBIT margin 4.8 %-points lower, or alternatively, if revenue growth during the explicit forecasting period

would be 0.2 %-points lower, recoverable amount would equal the carrying amount of the respective cash-generating

unit. No reasonably possible change in any of the other key assumptions would lead to impairment.

Of key assumptions applied in Real Asset Debt's impairment test, recoverable amount is sensitive to changes in discount

rate and EBIT margin. Based on the sensitivity analysis, if discount rate would be 2.1 %-points higher or alternatively

average EBIT margin 2.4 %-points lower, recoverable amount would equal the carrying amount of the respective cash-

generating unit. No reasonably possible change in any of the other key assumptions would lead to impairment.


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16. Other intangible assets


1,000 EUR	2025	2024
Acquisition cost at 1 January	20,187	6,616
Acquisitions (see Note 13)	5,897	13,538
Additions	0	33
Acquisition cost at 31 December	26,084	20,187

Accumulated depreciation at 1 January	-7,798	-6,605
Depreciation for the financial year	-1,626	-1,161
	0	-32
Accumulated depreciation at 31 December	-9,424	-7,798

Book value on 31 December	16,660	12,388

Other intangible assets include customer- and marketing-related intangible assets received in conjunction with the

acquisition of both CAERUS during the financial year and Dasos Capital during the previous financial year (see Note 13).

The useful life and amortization of customer related intangible assets is 10 years and of marketing assets is 5-10 years.

17. Investments at fair value through profit or loss

Investments in funds


1,000 EUR	2025	2024
Investments in funds at 1 January	167,221	158,907
Additions	25,118	19,017
Acquisitions (see Note 13)	5	3,301
Distributions	-20,812	-10,054
Disposals	-8,016	-15,623
Fair value gains/losses of investments	15,503	7,746
Transfers	-464	3,927
Investments in funds at 31 December	178,556	167,221

Investments in funds by investment area at the end of period*

Buyout	28,834	31,467
Credit	7,123	5,917
Real Estate	53,075	39,262
Growth Equity	14,985	15,023
Infra	21,031	17,684
Special Situations	4,950	3,789
Natural Capital	1,958	2,917
Fund of funds	8,284	8,286
External Venture Capital funds	34,534	38,626
Other investment areas	3,781	4,250
Total	178,555	167,221

* Investments in funds include the subsidiary, CapMan Fund Investments SICAV-SIF, with a fair value of EUR 111.3 million.

The fair value included EUR 4.0 million of cash.


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Other financial assets


1,000 EUR	2025	2024
Other investments at 1 January	571	508
Additions	42	42
Fair value gains/losses of investments	102	21
Other investments at 31 December	715	571

18. Receivables – Non-current


1,000 EUR	2025	2024
Trade receivables	2,134	3,426
Loan receivables	3,207	3,541
Other receivables	84	84
Total	5,426	7,052

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.

Allowance for expected credit losses of loan receivables is presented below separately for portion measured at an amount

equal to 12-month and lifetime expected credit losses.

As at December 31, 2025 and 2024, loss allowance measured at an amount equal to lifetime expected credit losses is

fully related to credit-impaired loan receivables from entities controlled by the former or current investment teams, and

granted for making co-investments in funds managed by CapMan. The most significant credit-impaired loan receivables are

from entities controlled by the former CapMan Russia investment team. CapMan has determined these loan receivables

being credit-impaired, because the underlying funds have filed for liquidation and it seems not probable that the loans and

accrued interests would be repaid to CapMan in full. The other credit-impaired loan receivables are related to loans

granted to making co-investments to such funds, whose carry potential is estimated to be low, and therefore, CapMan has

determined it seems not probable that the borrowing entity would repay these loans and accrued interests in full.


1,000 EUR	2025	2024
Loan receivables, gross	4,856	5,190
Loss allowance, 12-month ECL*	-68	-68
Loss allowance, lifetime ECL*	-1,581	-1,581
Loan receivables, net	3,207	3,541

*ECL = expected credit losses

Other non-currrent receivables include primarily rental deposits.


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19. Deferred tax assets and liabilities

Changes in deferred taxes during 2025:


1,000 EUR	31 December 2024	Charged to Income Statement	Translation difference	Acquisitions	31 December 2025
Deferred tax assets
Accrued differences	1,733	111	0	0	1,844
Total	1,733	111	0	0	1,844

Deferred tax liabilities
Accrued differences	2,609	-199	-1	1,840	4,249
Unrealised fair value changes	5,928	-872	0	0	5,056
Total	8,537	-1,071	-1	1,840	9,305

Changes in deferred taxes during 2024:


1,000 EUR	31 December 2023	Charged to Income Statement	Translation difference	Acquisitions	31 December 2024
Deferred tax assets
Accrued differences	1,896	-163	0	0	1,733
Total	1,896	-163	0	0	1,733

Deferred tax liabilities
Accrued differences	148	-246	-1	2,708	2,609
Unrealised fair value changes	5,843	-215	0	300	5,928
Total	5,991	-461	-1	3,008	8,537

20. Trade and other receivables


1,000 EUR	2025	2024
Trade receivables	16,709	9,621
Loan receivables	1,376	254
Accrued income	1,889	1,783
Other receivables	11,044	15,702
Total	31,017	27,360

Loss allowance for the expected credit losses of trade receivables, based on a provision matrix, is presented below.


1,000 EUR	2025	2024
Trade receivables, gross	16,899	9,727
Loss allowance	-191	-106
Trade receivables, net	16,709	9,621

Expected credit losses of other receivables measured at amortised cost is insignificant, and other receivables at amortised

cost do not contain credit-impaired items.

With regards to contracts with customers, the Group’s right to the amount of consideration is unconditional. Therefore,

they are presented as receivables and no separate contract asset is presented.

Loan receivables include mainly current loan receivables from related parties and other employees.

Accrued income includes mainly prepayments.

Other receivables mainly include unvoiced sale of services, costs to be re-invoiced, income tax receivables and

receivables related to sold financial assets.


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Trade and other receivables by currency at end of year


Trade and other receivables	Amount in foreign currency	Amount in euros	proportion
EUR		24,900	68 %
USD	3,779	3,216	9 %
SEK	43,212	3,993	11 %
GBP	117	134	0 %
DKK	26,544	3,554	10 %
NOK	7,658	647	2 %

21. Financial assets at fair value through profit or loss


1,000 EUR	2025	2024
Derivate assets	20	0
Interest rate funds	3,509	3,790
Total	3,529	3,790

Fair value of derivative instruments
Foreign exchange forwards	20	-77
Total	20	-77

Nominal value of derivative instruments
Foreign exchange forwards	3,157	4,484
Total	3,157	4,484

Financial assets at fair value through profit or loss include derivative assets and short-term investments made for cash

management purposes in interest rate funds. CapMan uses short-term derivative instruments to hedge against currency

changes in foreign currency denominated trade receivables. CapMan does not apply hedge accounting to derivative

instruments and derivatives are initially measured at costs and thereafter to fair value at the end of the reporting period.

Fair values of derivatives are based on market values or values derived from market values at the end of the reporting

period (fair value hierarchy level 2). Translation difference incurred to foreign currency denominated trade receivables is

recognised to turnover and that fair value change of the derivative instrument that is effectively hedging the underlying

trade receivable, is recorded to turnover and the remainder of the derivative’s fair value change is recorded to financial

expenses. In the comparison period, no derivative instruments were used.

22. Cash and cash equivalents


1,000 EUR	2025	2024
Bank accounts	50,717	78,756
Money market funds	10,254	11,386
Total	60,971	90,142

Cash and cash equivalents include bank accounts and short-term investments made to money market funds for cash

management purposes.

23. Share capital and shares


1,000	Number of B-shares	Total
At 1 January 2024	158,823	158,823
Directed share issue related to business combination	17,673	17,673
Share-based incentive plan, directed share issue without payment	356	356
At 31 December 2024	176,852	176,852
At 31 December 2025	176,852	176,852

*Excluding treasury shares of 26,299.


1,000 EUR	Share capital	Share premium account	Other reserves	Total
At 1 January 2024	772	38,968	21,114	60,854
Directed share issue related to business combination			0	34,427
At 31 December 2024	35,199	38,968	21,114	95,281
At 31 December 2025	35,199	38,968	21,114	95,281

Share capital and other reserves

There were no changes in share capital, share premium nor other reserves during the period. During the previous year,

part of the purchase price of the acquisition of Dasos Capital Oy was made by directed share issue, which increased the

amount of shares and share capital. In addition, reward payment of the performance share plan 2022-25 resulted in a

directed share issue of 356 062 new shares without payment.

Share-based incentive plans are presented in Note 30. Share-based payments.


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Translation difference

The foreign currency translation reserve includes translation differences arising from currency conversion in the closing of

the books for foreign units.

Dividends paid and proposal for profit distribution and repayment of capital

The Annual General Meeting, held on 25 March 2025, decided that a dividend of EUR 0.07 per share, totalling EUR

12.4 million, will be paid for the financial year 2024. The dividend was paid on April 3, 2025. The Annual General

Meeting also authorised the Board of Directors to decide on an additional dividend in the maximum of EUR 0.07 per

share or EUR 12.4 million in total. The Board of Directors resolved on the additional dividend of EUR 0.07 per share on

September 15, 2025, and a total of EUR 12.4 million was paid on September 24, 2025.

As at December 31, 2025, CapMan Plc's distributable funds amounted to approximately EUR 85.2 million. The Board of

Directors’ resolution proposal to the General Meeting is a combined proposal of a dividend distribution and an

authorisation 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 0.12 per share, or EUR 21.2 million in total, for the financial period ended

31 December 2025. The Board of Directors proposes to the General Meeting that a dividend in the total amount of EUR

0.06 per share would be paid for the financial period that ended on 31 December 2025 based on the balance sheet

adopted for 2025. The dividend would be paid to a shareholder who on the record date of the payment, 27 March 2026,

is registered as a shareholder in the shareholders’ register of the Company maintained by Euroclear Finland Oy. The

payment date would be 8 April 2026. The Board of Directors further proposes to the General Meeting that the Board of

Directors be authorised to decide on an additional dividend in the maximum amount of EUR 0.06 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 8 September 2026.

Redemption obligation clause

A shareholder whose share of the entire share capital or the voting rights of the Company reaches or exceeds 33.3% or

50% has, at the request of other shareholders, the obligation to redeem his or her shares and related securities in

accordance with the Articles of Association of CapMan Plc.

Ownership and voting rights agreements

As at 31 December 2025 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.

24. Interest-bearing loans and borrowings


1,000 EUR	2025	2024
Senior bonds	99,718	99,607
Lease liabilities (IFRS 16)	5,347	1,655
Total	105,064	101,262

During the previous year, CapMan issued unsecured sustainability-linked notes in the aggregate principal amount of EUR

60 million. The notes will mature on June 10, 2029 and carry a fixed annual interest of 6.5%. On the balance sheet

date, CapMan also has unsecured sustainability-linked notes in the aggregate principal amount of EUR 40 million issued

in April 2022, which will mature on April 13, 2027 and carry a fixed annual interest of 4.5% paid annually.

25. Other non-current liabilities


1,000 EUR	2025	2024
Liabilities related to business acquisitions	904	0
Other liabilities	929	547
Total	1,833	547

Other liabilities are non-interest bearing and are related to pension obligations, which are defined contribution plans by

nature.


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26. Trade and other payables – Current


1,000 EUR	2025	2024
Trade payables	1,422	1,284
Advance payments received	1	83
Accrued expenses	19,054	16,208
Derivative liabilities	0	77
Other liabilities	3,763	1,725
Total	24,240	19,378

The maturity of trade payables is normal terms of trade and don’t include overdue payments.

Advance payments received are liabilities based on customer contracts.

The most significant items in accrued expenses relate to accrued salaries and social benefit expenses.

Trade and other liabilities by currency at end of year


Trade and other liabilities	Amount in foreign currency	Amount in euros	Proportion
EUR		18,226	75%
SEK	35,009	3,235	13%
GBP	630	722	3%
DKK	13,288	1,779	7%
NOK	3,298	278	1%

27. Interest-bearing loans and borrowings – Current


1,000 EUR	2025	2024
Lease liabilities (IFRS 16)	1,077	1,271
Total	1,077	1,271

28. Financial assets and liabilities

Financial assets


1,000 EUR	Note	Balance sheet value	Fair value
2025
Investments at fair value through profit or loss
Investments in funds	17	178,556	178,556
Other financial assets*	17	715	715
Loan receivables	18	4,583	4,583
Trade and other receivables	18, 20	31,860	31,860
Financial assets at fair value	21	3,529	3,529
Cash and bank	22	60,971	60,971
Total		280,213	280,213

*Other financial assets consists of financial assets that are specifically classified as investments at fair value through profit and loss

Financial assets


1,000 EUR
2024
Investments at fair value through profit or loss
Investments in funds	17	167,221	167,221
Other financial assets*	17	571	571
Loan receivables	18	3,795	3,795
Trade and other receivables	18, 20	30,616	30,616
Financial assets at fair value	21	3,790	3,790
Cash and bank	22	90,142	90,142
Total		296,135	296,135

*Other financial assets consists of financial assets that are specifically classified as investments at fair value through profit and loss


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Financial assets


1,000 EUR	Note	Balance sheet value	Fair value
2025
Non-current liabilities	24	105,064	105,064
Non-current operative liabilities	25	1,833	1,833
Trade and other liabilities	26	24,240	24,240
Current liabilities	27	1,077	1,077
Total		132,214	132,214

Financial assets


2024
Non-current liabilities	24	101,262	101,262
Non-current operative liabilities	25	547	547
Trade and other liabilities	26	19,378	19,378
Current liabilities	27	1,271	1,271
Total		122,458	122,458

Net debt


Net debt	2025	2025
Cash and cash equivalents	60,971	90,142
Borrowings - repayable within one year	-1,077	-1,271
Borrowings - repayable after one year	-105,064	-101,262
Net debt	-45,170	-12,391

Cash and cash equivalents	60,971	90,142
Gross debt - variable interest rates	-6,423	-2,926
Gross debt - fixed interest rates	-99,718	-99,607
Net debt	-45,170	-12,391

Changes in liabilities arising from financing activities


1,000 EUR	01 January 2025	Cash flows	Acquisitions	Other changes	31 December 2025
2025
Non-current loans and borrowings	99,607	0	0	111	99,718
Non-current lease liabilities	1,655	-1,044	263	4,472	5,347
Current loans and borrowings	0	0	0	0	0
Current lease liabilities	1,271	-314	120	0	1,077
Total	102,533	-1,358	383	4,583	106,142


1,000 EUR	01 January 2024	Cash flows	Other changes	31 December 2024
2024
Non-current loans and borrowings	89,750	9,566	291	99,607
Non-current lease liabilities	2,720	-1,216	151	1,655
Current loans and borrowings	63	0	-63	0
Current lease liabilities	1,323	-52	0	1,271
Total	93,856	8,299	379	102,533


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29. Commitments and contingent liabilities

Securities and other contingent liabilities


1,000 EUR	2025	2024
Contingencies for own commitment
Business mortgage	60,000	60,000

Other contingent liabilities	1,143	1,132

Remaining commitments to funds by investment area
Buyout	8,881	14,886
Credit	1,498	2,527
Russia	1,066	1,066
Real Estate	5,199	6,432
Other investment areas	1,394	1,489
Funds of funds	245	245
Growth Equity	9,521	10,569
Infra	6,684	8,230
Special Situations	1,877	3,462
Natural Capital	9,981	43
CapMan Wealth Services funds	10,988	16,031
External private equity funds	265	265
External Veture Capital funds	260	1,583
Total	57,859	66,829

30. Share-based payments

As at the balance sheet date, CapMan has two investment based long-term share-based incentive plan "Share plan

2022-25" and "Share plan 2025-28" in force. Share-based incentive plans are used to commit key individuals and

executives to the company and reinforce the alignment of interests of key individuals and executives and CapMan

shareholders. In the investment based long-term share-based incentive plan the participants are committed to

shareholder value creation by investing a significant amount into the CapMan Plc share.

The investment-based long-term incentive plan 2022–25 includes three performance periods. The performance period

commenced on 1 April 2022 and ends 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 in 2024, 2025 and 2026. In 2024, rewards from performance period 1 April

2022 – 31 March 2023 were paid, which resulted in 356,062 shares granted and a cash component to cover

withholding tax consequences. The value of these two totalled EUR 1.2 million.

The investment-based long-term incentive plan 2025-28 includes one performance period. The performance period

commenced on 1 April 2025 and ends on 31 March 2028. The participants may earn a performance-based reward from

the performance period and a matching reward. The rewards from the plan will be paid in 2028.

The aim of the plans 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 reward on the basis of the plan is that a participant acquires company's

shares or allocates previously owned company's shares up to the number determined by the Board of Directors. The

performance-based reward from the plans is based on the company share's Total Shareholder Return (TSR) and on a

participant's employment or service upon reward payment. In the Share plan 2025-28, reaching of fee profit growth and

sustainability-linked targets also contribute to the performance-based reward. The plans are equity-settled by nature and

while the participants earn a certain gross amount of reward shares, it can be partially paid in cash to cover the

withholding tax consequences. 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 20-28 persons, including the members of the Management

Group.

The fair value of the investment-based incentive plans has been measured at the grant date and is expensed on a

straight-line basis over the vesting period. The fair value has been calculated by applying a Monte-Carlo simulation,

where the model inputs have included share price at the grant date, expected annualised volatility over the tenure of the

program, risk-free interest rate, expected dividends and expected share rewards to be granted on different target share

price levels. The model simulates share price development during the performance period and the resulting share rewards

to be granted after reaching the share price levels defined in the conditions of the plan. In addition, lack of marketability


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due to the lock-up period as well as forfeiture rate have been incorporated into the measurement of the fair value as

decreasing factors.

The total expense recognised for the period arising from share-based payment transactions amounted to EUR 0.7 million

(EUR 0.6 million). There were no liabilities arising from share-based payment transactions. As at the balance sheet date,

based on the closing price of CapMan's share, it is estimated that the shares to be withheld and paid in cash to cover

withholding tax liabilities will amount to EUR 1.5 million in total.

Key information on the investment-based incentive plans is presented in the below table.


Investment-based incentive plans	Share plan	Share plan
	2022-25	2025-28
Grant date	13 April 2022	30 April 2025
Vesting period starts	13 April 2022	01 April 2025
Vesting period ends	13.4.2024, 13.4.2025 and 13.4.2026	31 March 2028
Grant date share price, EUR	2.420	1.876
Share price at the end of the period, EUR	1.924	1.924
Expected annualised volatility	26 %	25 %
Assumed risk-free interest rate	1.0%	1.9%
Present value of the expected dividends, EUR	0.63	0.14
Forfeiture rate assumption	0 %	0 %
Increase in fair value of share premiums granted during the period, EUR million	0.0	1.4
Fair value of the plan, EUR million	2.8	1.4
Expense recorded during the financial year, EUR million	0.5	0.2
Cumulative expense recorded for the plan, EUR million	2.7	0.2
Future cash payment related to withholding taxes, EUR million	-0.8	-0.7
Number of participants in the plan at the balance sheet date	20	28


Investment-based incentive plans	Share plan	Share plan
	2022-25	2025-28
Outstanding in the beginning of the period 1.1.2025	2,830,000	0
Granted	0	1,521,000
Forfeited	2,296,052	0

Exercised at the end of the period 31.12.2025	737,230	0
Outstanding at the end of the period 31.12.2025	533,948	1,521,000


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31. Related party disclosures


Group companies		Group ownership of shares, %	Parent company ownership of shares, %
CapMan Plc, parent company	Finland
CapMan Capital Management Oy	Finland	100%	100%
CapMan Sweden AB	Sweden	100%	100%
CapMan AB	Sweden	100%	100%
CapMan (Guernsey) Limited	Guernsey	100%	100%
CapMan (Guernsey) Buyout VIII GP Limited	Guernsey	100%	100%
CapMan (Sweden) Buyout VIII GP AB	Sweden	100%	100%
CapMan Classic GP Oy	Finland	100%	100%
CapMan Real Estate Oy	Finland	100%	100%
Dividum Oy	Finland	100%	100%
RG Invest Oy	Finland	100%	100%
CapMan RE II GP Oy	Finland	100%	100%
CapMan Private Equity Advisors Limited	Cyprus	100%	100%
RG Growth (Guernsey) GP Ltd	Guernsey	100%	100%
CapMan (Guernsey) Investment Limited	Guernsey	100%	100%
CapMan (Guernsey) Buyout IX GP Limited	Guernsey	100%	100%
CapMan Fund Investments SICAV-SIF	Luxembourg	100%	100%
CapMan (Guernsey) Buyout X GP Limited	Guernsey	100%	100%
RG Growth (Guernsey) II GP Ltd	Guernsey	100%	100%
Maneq 2012 AB	Sweden	100%	100%
CapMan Nordic Real Estate Manager S.A.	Luxembourg	100%	100%
CapMan Buyout X GP Oy	Finland	100%	100%
CapMan Endowment GP Oy	Finland	100%	100%
CapMan Real Estate UK Limited	United Kingdom	100%
Nest Capital 2015 GP Oy	Finland	100%	100%
Kokoelmakeskus GP Oy	Finland	100%	100%
CapMan Growth Equity Oy	Finland	100%	100%
CapMan Real Estate Manager S.A.	Luxembourg	100%	100%


Group companies		Group ownership of shares, %	Parent company ownership of shares, %
CapMan Infra Management Oy	Finland	60%	60%
CapMan Infra Lux Management S.á.r.l.	Luxembourg	60%
CapMan Growth Equity 2017 GP Oy	Finland	100%	100%
CapMan Nordic Infrastructure Manager S.á.r.l.	Luxembourg	100%	100%
CapMan Infra Lynx GP Oy	Finland	60%
CapMan Buyout XI GP S.á.r.l	Luxembourg	100%	100%
CapMan AIFM Oy	Finland	100%	100%
Nest Capital III GP Oy	Finland	100%	100%
CapMan Buyout Management Oy	Finland	100%	100%
CapMan Hotels II Holding GP Oy	Finland	100%	100%
CapMan Wealth Oy	Finland	65%	65%
CapMan Growth Equity II GP Oy	Finland	100%	100%
CapMan Special Situations GP Oy	Finland	100%	100%
CapMan Special Situations Oy	Finland	65%	65%
CM III Feeder GP S.á.r.l.	Luxembourg	100%	100%
Maneq 2010 AB	Sweden	86%	86%
Maneq 2005 AB	Sweden	100%	100%
CapMan Residential Manager SA	Luxembourg	60%	60%
CMRF Feeder GP S.á.r.l.	Luxembourg	60%
CMRF Advisors Oy	Finland	60%	60%
Nest Capital IV GP Oy	Finland	100%	100%
CMH II Feeder GP Sarl	Luxembourg	100%	100%
CapMan Nordic Infrastructure II Manager S.á.r.l.	Luxembourg	100%	100%
CapMan Growth Equity III GP Oy	Finland	100%	100%
CapMan Growth Management Oy	Finland	65%	65%
Dasos Capital Oy	Finland	100%	100%
Dasos Climate-Smart Real Estate Oy	Finland	100%
Dasos Foraois Management Ltd.	Ireland	100%


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Group companies		Group ownership of shares, %	Parent company ownership of shares, %
Dasos FS Management S.a.r.l.	Luxembourg	100%
Dasos LT Management S.a.r.l.	Luxembourg	100%
Dasos S.A.	Luxembourg	93%
Dasos II S.A.	Luxembourg	100%
Profor Investments S.a.r.l.	Luxembourg	67%
CapMan Nordic Real Estate IV Manager Sarl	Luxembourg	100%	100%
CapMan Special Situations II GP Oy	Finland	100%	100%
CapMan Dasos Fund IV GP S.a.r.l.	Luxembourg	100%	100%
CapMan SWE Living GP S.a.r.l.	Luxembourg	100%	100%
CapMan Group Services S.a.r.l.	Luxembourg	100%	100%
CAERUS Debt Investments AG	Germany	51%	51%
CAERUS Debt Fund S.a.r.l.	Luxembourg	51%
CAERUS Debt Fund II S.a.r.l.	Luxembourg	51%


Foreign branches
CapMan Real Estate Denmark, filial av CapMan AB, Sverige	Denmark	100 %
CapMan Real Estate Oy, filial i Norge	Norway	100 %
CapMan Buyout Management Oy, filial i Sverige	Sweden	100 %
CapMan Infra Management Oy, filial i Sverige	Sweden	60 %

Transactions with related parties

There were no related party transactions during the financial year, apart from customary transactions between group

entities. In the previous year, CapMan granted a long-term loan of EUR 747 thousand and a short-term loan of EUR 170

thousand with a fixed interest rate to Noelia Invest AB, a controlled entity of Mika Koskinen, member of the Management

Group. The short-term loan term was extended to 2026 during the period. Noelia Invest AB used the loans to subscribe

shares issued by CapMan Wealth Services Oy, a subsidiary of CapMan Plc. Furthermore, during the previous financial

year 2024, CapMan sold a share of its interest in CWS Investment Partners Fund III to Noelia Invest AB. The purchase

price was EUR 30 thousand and the transaction also included transferring a total of USD 300 thousand of investment

commitments to the aforementioned fund from CapMan to Noelia Invest AB.

Loan and interest receivables from related parties


1,000 EUR	2025	2024
Non-current	860	817
Current	182	175

Commitments to related parties


1,000 EUR	2025	2024
Loan commitments	48	73

Management remuneration


1,000 EUR	2025	2024
CEO Pia Kåll
Salaries and other short-term employee benefits	440	440
Pension costs	78	78
Additional pension costs	42	42
Share-based payments	172	144
Total	732	704

Management group excl. CEO
Salaries and other short-term employee benefits	2,892	2,945
Share-based payments	399	351
Total	3,291	3,295


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Remuneration and fees of the Board of Directors


1,000 EUR	2025	2024
Joakim Frimodig	133	279
Johan Bygge	46	45
Mammu Kaario	58	56
Catarina Fagerholm	47	46
Ari Kaperi	34	0
Eva Lindholm	34	0
Olli Liitola	12	44
Johan Hammarén	11	43
Total	375	513

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 860,000 shares (860,000 shares in 2024) to the

investment-based long-term incentive plan 2022-25 and a total of 245,000 shares to the long-term incentive planc

2025-28. The Management Group and other employees have similar terms in the investment-based long-term incentive

plans (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 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 Valuation

team is responsible for reviewing the monthly reporting and forecasts for portfolio companies. Valuation proposals are

examined by the Valuation team and subsequently reviewed and decided by the Valuation Committee, which must

include at least two members from 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 and Risk Committee annually.

a) Liquidity risk

Cash inflow from operating activities consists of predictable management fees and fees from the Service Business, as well

as transaction-based fees and carried interest income, which are more difficult to predict. Cash outflow from operating

activities consists of payment of fixed costs, interests and taxes, which are relatively well predictable in the short term.

Liquidity management is also significantly impacted by the timing of the capital calls to the funds and proceeds from fund

investments, which is difficult to predict. Therefore, the Group maintains a sufficient liquidity in order to fulfill its

commitments, which are more difficult to predict. Cash from financing activities consist of proceeds from and repayment

of borrowings, and payment of dividends and return of capital.

Management fees received from the funds and majority of fees from the Service Business are based on long-term

agreements and are targeted to cover the operational expenses of the Group. Management fees and majority of fees from

the Service Business are quite reliably predictable for the coming 12 months. However, part of of the fees from the

Service Business are transaction-based and thus more difficult to forecast.

The timing and receipt of carried interest generated by the funds is uncertain and will contribute to the volatility of the

results. Changes in investment and exit activity levels may have a significant impact on cash flows of the Group. A single

investment or exit may change the cash flow situation completely and the exact timing of the cash flow is difficult to

predict. Group companies managing a fund may in certain circumstances, pursuant to the terms of the fund agreement,


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have to return carried interest income they have received (so-called clawback). The obligation to return carried interest

income applies typically when, according to the final distribution of funds, the carried interest income received by the

fund management company exceeds the carried interest it is entitled to when the fund expires. CapMan has no clawback

liabilities recorded at the balance sheet date.

CapMan has made commitments to the funds it manages. As at December 31, 2025, the undrawn commitments to the

funds amounted to EUR 57.9 (66.8) million and the financing capacity available (cash available for use and third party

financing facilities) amounted to EUR 84.5 (114.2) million. The cash available includes the cash of CapMan Fund

Investments SICAV-SIF EUR 3.6 (4.0) million, which is reported in fund investments in the group balance sheet.

During the previous financial year, CapMan issued unsecured sustainability-linked notes in the aggregate principal

amount of EUR 60 million. The notes will mature on June 10, 2029 and carry a fixed annual interest of 6.5% paid

annually. In conjunction with this, in June and December 2024, CapMan redeemed the EUR 50 million notes issued in

2020. CapMan also has unsecured sustainability-linked notes in the aggregate principal amount of EUR 40 million

issued in April 2022, which will mature on April 13, 2027 and carry a fixed annual interest of 4.5% paid annually. The

sustainability targets of this loan were achieved already in 2023, which means its interest rate will remain unchanged till

maturity. The sustainability targets of the loan maturing on June 10, 2029, will be reviewed on December 31, 2027,

which may result in an increase of its interest rate by a maximum of 1.25 pp for the remainder of the term. Both loan

agreements include covenants tied to equity ratio.

At the end of the financial year, CapMan has an unused long-term credit facility of EUR 20 million. CapMan has not used

the credit facility during the financial year or the previous year. The long-term credit facility agreement includes a

covenant related to net gearing.

Maturity analysis


31 December 2025, 1,000 EUR	Due within 3 months	Due between 3 and 12 months	Due between 1 and 3 years	Due between 3 and 5 years	Due later
Bonds			40,000	60,000
Accounts payable	1,422
Interests, bonds		5,700	8,303	1,710
Commitments to funds	302	11,541	5,548	6,746	33,723
Lease liabilities (IFRS 16)	300	726	1,192	1,025	3,182

Maturity analysis


31 December 2024, 1,000 EUR	Due within 3 months	Due between 3 and 12 months	Due between 1 and 3 years	Due between 3 and 5 years	Due later
Bonds			40,000	60,000
Accounts payable	1,284
Interests, bonds		5,700	10,103	5,610
Commitments to funds	326	17,132	1,209	7,452	40,709
Lease liabilities (IFRS 16)	299	836	1,790

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 %.

Interest rate is also tied to reaching sustainability targets, the outcome of which, however, did not have an impact on the

margin.

The EUR 60 million bond issued in June 2024 has an annual coupon rate of 6.5% paid annually. The terms of the bond

include sustainability-linked targets, and the outcome of reaching these will be reviewed on December 31, 2027. Failure

to fulfill the agreed sustainability-linked targets could increase the interest rate by 1.25 pp, at maximum, for the

remainder of the loan term. The sustainability-linked senior bond issued in April 2022 carry initially an annual coupon

rate of 4.5% paid annually. As CapMan succeeded in fulfilling the sustainability-linked conditions, the interest rate will

remain unchanged for the remainder of the loan term.


Loans according to interest rate 1,000 EUR	2025	2024
Floating rate	0	0
Fixed rate	99,718	99,607
Total	99,718	99,607

c) Credit risk

Group’s credit risks relate to trade, loan and other receivables recognised at amortised cost. The maximum credit loss of

these receivables is the carrying amount of the receivable in question. There are no collaterals relating to the receivables.

CapMan has some credit-impaired co-investment loan receivables from entities controlled by the former or current

investment teams. Co-investment loans are determined to be credit-impaired, if the expected distributions from the


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underlying fund would not enable full repayment of the loan to CapMan. Events triggering an evaluation to determine, if a

loan receivable is credit-impaired, are typically decreased or lost carry potential or decreased fair value of the underlying

fund’s remaining investments or fund filing for liquidation. More information on the expected credit losses of receivables is

presented in notes 18 and 20.

Group’s loan commitments are related to co-investment loans granted to team entities, which they use in order to make

co-investments to funds managed by the Group. Apart from credit-impaired loan receivables, credit risk of loan

commitments is deemed low, when the repayment is subject to distributions received from the fund and the fund is

capable of making distributions equaling or exceeding the needed cash for repaying the loans and accrued interests.

d) Currency risk

Changes in exchange rates, particularly between the US dollar and the euro, impact the company’s performance, since a

part of group’s fund investments and non-current accounts receivables are in US dollar. Any strengthening/weakening of

the dollar against the euro would improve/weaken the fair value gains or US dollar fund investments and revenue related

to US dollar nominated account receivables.

CapMan has started to hedge its US dollar nominated account receivables against changes in exchange rates as of

December 2022. The group does not, however, apply hedge accounting to the derivative instruments used for hedging

purposes.

CapMan has subsidiaries outside of the Eurozone, and their equity is exposed to movements in foreign currency exchange

rates. However, the Group does not hedge currency as the impact of exposure to currency movements on equity is

relatively small.

As at December 31, 2025, 86% of the Group's financial assets were in euros, 10% in US dollars 1.5% in Swedish krona

and 1.5% in other currencies. The following table presents the fair values of the foreign currency denominated financial

assets.

Financial assets denominated in foreign currencies, in euros


1,000 EUR	SEK	USD	Other currencies	Total
2025	4,457	28,053	4,633	37,143
2024	2,195	21,052	2,484	25,731

e) Capital management

Group’s aim is to have an efficient capital structure that allows the company to manage its ongoing obligations and that

the business has the prerequisites for operating normally. The Return on equity (ROE) and the Equity ratio are the means

for monitoring capital structure.

The long-term financial targets of the Group have been confirmed by the Board of Directors of CapMan Plc. The financial

targets are based on growth, profitability and balance sheet. 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.

The distribution policy was updated during the financial year by the Board of Directors of CapMan Plc. 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. Previously, CapMan’s policy was to pay an annually increasing dividend to its shareholders.

On the balance sheet date, CapMan has two unsecured senior bonds outstanding, EUR 40 million sustainability-linked

unsecured bond maturing on April 13, 2027 and EUR 60 million sustainability-linked unsecured bond maturing on June

10, 2029. In addition, CapMan as a long-term credit facility of EUR 20 million available until June 17, 2027, which

was not in use at the balance sheet date.

The long-term credit facility agreement and senior bond agreements include financial covenants related to both equity

ratio and net gearing.


1,000 EUR	2025	2024
Interest-bearing loans	106,141	102,533
Cash and cash equivalents	-60,971	-90,142
Net debt	45,170	12,391
Equity	194,398	202,568

Net gearing	23.2%	6.1%
Return on equity	8.0%	46.2%
Equity ratio	57.6%	59.0%


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f) Price risk of the investments in funds

The investments in funds are valued using the International Private Equity and Venture Capital Valuation Guidelines.

According to these guidelines, the fair values are generally derived by multiplying key performance metrics of the investee

company (e.g., EBITDA) by the relevant valuation multiple (e.g., price/equity ratio) observed for comparable publicly

traded companies or transactions. Changes in valuation multiples can lead to significant changes in fair values depending

on the leverage ratio of the investee company.

g) Climate related risks

The Group has assessed the impact of climate-related matters and whether climate related risks could be expected to

result in material adjustments in the Group’s financial statements. The Group is committed to Science Based Targets and

climate net zero target and has established short-term, mid-term and long-term sustainability targets for CapMan Group

as well as for its investment areas. The Group’s largest assets consist of financial assets, and more precisely, of its own

and external fund investments valued at fair value. Therefore, potential climate-related risks are primarily associated with

CapMan’s own fund investments, managed by CapMan’s investment professionals, and with external fund investments.

CapMan’s commitment to climate net zero, combined with the valuation process described earlier, can therefore be seen

taking sufficiently into account climate-related matters impacting the fair value of the underlying portfolio companies, real

estate properties and other holdings owned by CapMan’s own funds. Fair value of external fund investments is based on

external fund managers’ valuations and no climate-related adjustments are made by CapMan. However, the Group sees

that the industries, in which the portfolio companies of the external fund investments operate, are not materially subject

to climate related risks with regards to their fair valuation.

h) Determining fair values

Fair value hierarchy of financial assets measured at fair value at 31 December 2024


1,000 EUR	Fair value	Level 1	Level 2	Level 3
Investments in funds	178,555	3,854	0	174,701
Other non-current investments	715	689	0	25
Current financial assets at FVTPL*	3,529	3,509	20	0

*fair value through profit or loss

The different levels have been defined as follows:

Level 1 – Quoted prices (unjusted) in active markets for identical assets

Level 2 – Other than quoted prices included within Level 1 that are observable for the asset, either directly (that is, as

price) or indirectly (that is, derived from prices)

Level 3 – The asset that is not based on observable market data


1,000 EUR	Level 1	Level 2	Level 3	Total
Non-current investments at fair value through profit or loss

Investments in funds
at Jan 1	4,318		162,903	167,221
Additions			25,118	25,118
Acquisitions			5	5
Distributions			-20,812	-20,812
Disposals			-8,016	-8,016
Fair value gains/losses			15,503	15,503
Transfers*	-464		0	-464
at the end of period	3,854		174,701	178,555

Other investments
at Jan 1	545	0	25	570
Additions	42			42
Fair value gains/losses	102			102
at the end of period	689	0	25	715

* Includes the change of cash and cash equivalents of the subsidiary CapMan Fund Investments SICAV-SIF, classified as fund investments,

Fair value hierarchy of financial assets measured at fair value at 31 December 2023


1,000 EUR	Fair value	Level 1	Level 2	Level 3
Investments in funds	167,221	4,318	0	162,903
Other non-current investments	571	545	0	25
Current financial assets at FVTPL*	3,790	3,790	0	0

*fair value through profit or loss

The different levels have been defined as follows:

Level 1 – Quoted prices (unjusted) in active markets for identical assets

Level 2 – Other than quoted prices included within Level 1 that are observable for the asset, either directly (that is, as

price) or indirectly (that is, derived from prices)

Level 3 – The asset that is not based on observable market data


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1,000 EUR	Level 1	Level 2	Level 3	Total
Non-current investments at fair value through profit or loss

Investments in funds
at Jan 1	980		157,927	158,907
Additions			19,017	19,017
Distributions	-589		-9,465	-10,054
Disposals			-15,623	-15,623
Fair value gains/losses			7,746	7,746
Transfers*	3,927		0	3,927
at the end of period	4,318		162,903	167,221

Other investments
at Jan 1	482	0	25	507
Additions	42			42
Fair value gains/losses	21			21
at the end of period	545	0	25	571

* Includes the change of cash and cash equivalents of the subsidiary CapMan Fund Investments SICAV-SIF, classified as fund investments,


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Sensitivity analysis of Level 3 investments at 31 December 2025


Investment area	Fair Value MEUR, 31 December 2025	Valuation methodology	Unobservable inputs	Used input value (weighted average)	Change in input value	Fair value sensitivity
Private Equity	48.8	Peer group	Peer group earnings multiples	EV/EBITDA 2025 11.7×	+/– 10%	+/– 5.2 MEUR
			Discount to peer group multiples	17%	+/– 10%	–/+ 1.1 MEUR
Real Estate	53.1	Valuation by an independent valuer	FX rate	EUR/SEK 10.8215	+/–1%	–/+ 0.3 MEUR
				EUR/DKK 7.4689	+/–1%	–/+ 0.4 MEUR
				EUR/NOK 11.843	+/–1%	–/+ 0.1 MEUR
Infra	21.0	Discounted cash flows	Terminal value	EV/EBITDA 14.4×	+/– 5%	+/–1.6 MEUR
			Discount rate; market rate and risk premium	13%	+/– 100 bps	–/+ 2.2 MEUR
Credit	7.1	Discounted cash flows	Discount rate; market rate and risk premium	9%	+/– 100 bps	–0.1 MEUR / value change based on a change in the discount rate is not booked
Natural Capital	2.0	Valuation by an independent valuer	Wood prices	na	+/– 2.5%	+/– 0.3 MEUR
			Discount rate	4%	+–0.3%	–/+ 0.8 MEUR
Investments in funds-of-funds	7.9	Reports from PE fund management company	FX rate	EUR/USD 1.175	+/–1%	–/+ 0.1 MEUR
Investments in external venture capital funds	35.0	Reports from PE fund management company	Adjustment to the reported value	8%	+/– 10%	– 0.3 MEUR / +0.3 MEUR


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Sensitivity analysis of Level 3 investments at 31 December 2024


Investment area	Fair Value MEUR, 31 December 2024	Valuation methodology	Unobservable inputs	Used input value (weighted average)	Change in input value	Fair value sensitivity
Private Equity	50.3	Peer group	Peer group earnings multiples	EV/EBITDA 2024 12.1×	+/– 10%	+/– 5.2 MEUR
			Discount to peer group multiples	20%	+/– 10%	–/+ 1.4 MEUR
Real Estate	39.3	Valuation by an independent valuer	FX rate	EUR/SEK 11.4590	+/–1%	–/+ 0.1 MEUR
				EUR/DKK 7.4578	+/–1%	–/+ 0.1 MEUR
				EUR/NOK 11.7950	+/–1%	–/+ 0.0 MEUR
Infra	17.7	Discounted cash flows	Terminal value	EV/EBITDA 14.6×	+/– 5%	+/– 1.2 MEUR
			Discount rate; market rate and risk premium	13%	+/– 100 bps	–/+ 1.9 MEUR
Credit	5.9	Discounted cash flows	Discount rate; market rate and risk premium	10%	+/– 100 bps	–0.2 MEUR / value change based on a change in the discount rate is not booked
Natural Capital	2.9	Valuation by an independent valuer	Wood prices	na	+/– 2.5%	+/– 0.3 MEUR
			Discount rate	4%	+–0.3%	–/+ 0.9 MEUR
Investments in funds-of-funds	7.8	Reports from PE fund management company	FX rate	EUR/USD 1.0389	+/–1%	–/+ 0.1 MEUR
Investments in external venture capital funds	39.1	Reports from PE fund management company


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CapMan has made some investments also in funds that are not managed by CapMan Group companies. The fair values

of these investments in CapMan’s balance sheet are primarily based on the valuations by the respective fund managers.

No separate sensitivity analysis is prepared by CapMan for these investments. However, CapMan evaluates the significant

investments individually and makes adjustments to them if necessary. Separate sensitivity analysis is prepared by

CapMan for these adjustments.

The changes in the peer group earnings multiples and the peer group discounts are typically opposite to each other.

Therefore, if the peer group multiples increase, a higher discount is typically applied. Because of this, a change in the

peer group multiples may not in full be reflected in the fair values of the fund investments.

The valuations are based on euro. If portfolio company’s reporting currency is other than euro, P&L items used in the basis

of valuation are converted applying the average foreign exchange rate for corresponding year and the balance sheet items

are converted applying the rate at the time of reporting. Changes in the foreign exchange rates, in CapMan’s estimate,

have no significant direct impact on the fair values calculated by peer group multiples during the reporting period.

The valuation of CapMan funds’ investment is based on international valuation guidelines that are widely used and

accepted within the industry and among investors. CapMan always aims at valuing funds’ investments at their actual

value. Fair value is the best estimate of the price that would be received by selling an asset in an orderly transaction

between market participants on the measurement date.

Determining the fair value of fund investments for funds investing in portfolio companies is carried out using International

Private Equity and Venture Capital Valuation Guidelines (IPEVG). In estimating fair value for an investment, CapMan

applies a technique or techniques that is/are appropriate in light of the nature, facts, and circumstances of the investment

in the context of the total investment portfolio. In doing this, current market data and several inputs, including the nature

of the investment, local market conditions, trading values on public exchanges for comparable securities, current and

projected operating performance, and the financial situation of the investment, are evaluated and combined with market

participant assumptions. In selecting the appropriate valuation technique for each particular investment, consideration of

those specific terms of the investment that may impact its fair value is required.

Different methodologies may be considered. The most applied methodologies at CapMan include available market price

for actively traded (quoted) investments, earnings multiple valuation technique, whereby public peer group multiples are

used to estimate the value of a particular investment, and the Discounted Cash Flows method, whereby estimated future

cash flows and the terminal value are discounted to the present by applying the appropriate risk-adjusted rate. CapMan

always applies a discount to peer group multiples, due to e.g. limited liquidity of the investments. Due to the qualitative

nature of the valuation methodologies, the fair values are to a considerable degree based on CapMan’s judgment.

The Group has a Risk and Valuation team, which monitors the performance and the price risk of the investment portfolio

(financial assets entered at fair value through profit or loss) independently and objectively of the investment teams. The

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.

Investments in real estate are valued at fair value based on appraisals made by independent external experts, who follow

International Valuation Standards (IVS). The method most appropriate to the use of the property is always applied, or a

combination of such methods. For the most part, the valuation methodology applied is the discounted cash flow method,

which is based on significant unobservable inputs. These inputs include the following:


Future rental cash inflows	Based on the actual location, type and quality of the properties and supported by the terms of any existing lease, other contracts or external evidence such as current market rents for similar properties;
Discount rates	Reflecting current market assessments of the uncertainty in the amount and timing of cash flows;
Estimated vacancy rates	Based on current and expected future market conditions after expiry of any current lease;
Property operating expenses	Including necessary investments to maintain functionality of the property for its expected useful life;
Capitalisation rates	Based on actual location size and quality of the properties and taking into account market data at the valuation date;
Terminal value	Taking into account assumptions regarding maintenance costs , vacancy rates and market rents.

The investments in natural capital funds that CapMan manages are valued based on appraisals made in cooperation with

independent appraisers with specific experience in the valuation of investments in timberland assets. The main forest

valuation approaches include income approach where the value is the net present value of expected cash flows

discounted at a current market rate, cost approach where the value is based on historical investment cost of the forest

asset (land cost, planting and management cost etc.) and market approach where the value is based on the transaction

values of comparable forest assets.

Valuations based on appraisals by Independent external experts are updated annually for closed-end funds and quarterly

for open-ended funds.


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Parent Company Income Statement (FAS)


EUR	Note	1 Jan–31 Dec 2025	1 Jan–31 Dec 2024

Revenue	1	2,691,295.91	2,898,128.24

Other operating income	2	-83,700.15	63,999,271.42

Employee benefit expenses	3	-3,720,308.57	-8,827,427.72
Depreciation	4	-29,113.65	-62,388.62
Other operating expenses	5	-5,132,340.19	-4,512,767.03

Operating loss		-6,274,166.65	53,494,816.29

Finance income and costs	6	13,823,603.93	12,757,898.29

Profit before appropriations and taxes		7,549,437.28	66,252,714.58

Appropriations	7	14,133,300.00	2,163,690.00

Profit for the financial year		21,682,737.28	68,416,404.58


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Parent Company Balance Sheet (FAS)


EUR	Note	31 December 2025	31 December 2024

ASSETS

Non-current assets

Tangible assets	8	78,089.87	107,203.52
Investments	9
Shares in subsidiaries		203,604,466.15	182,491,544.71
Investments in associated companies		34,211.38	34,211.38
Other investments		8,588,544.59	10,578,562.96
Other receivables		5,157,846.28	6,878,811.92
Investments total		217,385,068.40	199,983,130.97

Non-current assets, total		217,463,158.27	200,090,334.49

Current assets

Short-term receivables	10	41,162,819.97	22,073,008.19
Investments	11	13,000,000.00	15,000,000.00
Cash and bank		39,472,141.37	62,770,102.78

Current assets, total		93,634,961.34	99,843,110.97

Total assets		311,098,119.61	299,933,445.46


EUR	Note	31 December 2025	31 December 2024

SHAREHOLDERS’ EQUITY AND LIABILITIES

Shareholders’ equity	12

Share capital		37,774,813.96	37,774,813.96
Share premium account		38,968,186.24	38,968,186.24
Invested unrestricted shareholders’ equity		18,119,799.89	18,119,799.89
Retained earnings		45,400,193.62	1,743,056.58
Profit for the financial year		21,682,737.28	68,416,404.58

Shareholders’ equity, total		161,945,730.99	165,022,261.25

Liabilities

Non-current liabilities	13	101,516,499.62	101,291,772.47
Current liabilities	14	47,635,889.00	33,619,411.74

Liabilities, total		149,152,388.62	134,911,184.21

Total shareholders’ equity and liabilities		311,098,119.61	299,933,445.46


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Parent Company Cash Flow Statement (FAS)


EUR	1.1.–31.12.2025	1.1.–31.12.2024

Cash flow from operations
Profit before extraordinary items	7,549,437	66,252,715
Finance income and costs	-13,823,604	-12,757,898
Adjustments to cash flow statement
Depreciation, amortisation and impairment	29,114	62,389
Gain on sale of subsidiary shares	0	-64,597,702
Change in net working capital
Change in current assets, non-interest-bearing	910,136	718,032
Change in current liabilities, non-interest-bearing	-241,255	-565,740
Interest paid	-6,079,108	-4,360,126
Interest received	1,715,831	1,735,000
Dividends received	13,282,087	19,510,040
Direct taxes paid	-6,389	0

Cash flow from operations	2,946,967	5,996,710

Cash flow from investments
Acquisition of subsidiaries	-4,712,107	-8,701,014
Cash of a dissolved or merged subsidiary	0	13,600
Investments in subsidiaries	-19,287,144	-12,636,892
Sale of subsidiary shares	0	64,790,745
Repayment of capital from subsidiaries	2,959,453	389,282
	0	-10,883
Investments in other placements, net	4,032,018	-13,996,433
Loan receivables granted	-1,295,763	-1,872,827
Repayment of loan receivables	3,107,846	4,727,626

Cash flow from investments	-15,195,697	32,703,204


EUR	1.1.–31.12.2025	1.1.–31.12.2024

Cash flow from financing activities
Repayment of long-term borrowings	0	59,668,300
Dividends paid	0	-50,000,000
Change in group liabilities	0	0
Group contributions received	-24,776,892	-17,663,655
Change in group liabilities	14,348,931	9,855,944

Cash flow from financing activities	-10,427,961	1,860,589

Change in cash and cash equivalents	-22,676,689	40,560,502
Cash and cash equivalents at beginning of year	62,770,102	22,056,493
Translation difference	-621,272	153,107
Cash and cash equivalents at end of year	39,472,140	62,770,102


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Notes to the Parent Company Financial Statements (FAS)

Basis of preparation for parent company financial

statements

CapMan Plc’s financial statements for 2025 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

accumulated 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 principles are provided in the Notes to the

Group financial statements under 32. Financial risk

management.

CapMan Plc uses derivative instruments, such as foreign

exchange forwards, to hedge against currency changes

incurred to its certain and significant foreign currency

denominated trade receivables. Derivative instruments

are measured at the lower of their cost or market value.

Non-current liabilities

Senior bonds maturing later than one year after the

balance sheet date are recorded as non-current liabilities

at nominal value.

Current liabilities

Bonds maturing within one year are presented as current

liabilities 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.


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1. Revenue by area


EUR	2025	2024
Sale of services
Finland	1,723,443	1,543,281
Foreign	967,853	1,354,847
Total	2,691,296	2,898,128

2. Other operating income


EUR	2025	2024
Sale of services	-472,995	273,592
Finland	389,282	63,724,518
Foreign	13	1,162
Total	-83,700	63,999,272

3. Personnel


EUR	2025	2024
Salaries and wages	2,999,149	7,672,327
Pension expenses	621,444	1,053,578
Other personnel expenses	99,716	101,523
Total	3,720,309	8,827,428

Management remuneration

Salaries and other remuneration of the CEO
Pia Kåll	440,201	438,858

Board members	375,400	513,100

Average number of employees	28	23

Management remuneration is presented in the Group Financial Statements Table 31. Related party disclosures.

4. Depreciation


EUR	2025	2024
Depreciation according to plan
Other long-term expenditure	0	6,886
Machinery and equipment	29,114	55,502
Total	29,114	62,389

5. Personnel


EUR	2025	2024
Other personnel expenses	206,281	357,974
Office expenses	200,165	250,454
Travelling and entertainment	130,515	114,675
External services	1,834,675	2,301,459
Internal services	2,596,942	1,333,934
Other operating expenses	163,762	154,272
Total	5,132,340	4,512,767

Audit fees
Audit	106,780	199,296
Other services	20,956	0
Total	127,736	199,296


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6. Finance income and costs


EUR	2025	2024
Dividend income
Group companies	19,543,146	20,140,565
Total	19,543,146	21,231,776

Other interest and finance income
Group companies	543,488	713,890
Others	1,280,966	1,139,279
Total	1,824,454	1,853,169

Interest and other finance costs
Impairment of shares and interests	-315,104	-2,780,858
Write-down of receivables	-49,751	98,981
Group companies	-462,213	-593,629
Others	-6,716,928	-5,960,330
Total	-7,543,996	-9,235,836

Finance income and costs total	13,823,604	12,757,898

7. Appropriations


EUR	2025	2024
Group contributions received	14,133,300	2,163,690

8. Tangible assets


EUR	2025	2024
Machinery and equipment

Acquisition cost at 1 January	1,346,957	1,336,073
Additions	0	10,883
Acquisition cost at 31 December	1,346,957	1,346,957

Accumulated depreciation at 1 January	-1,262,493	-1,206,990
Depreciation for the financial period	-29,114	-55,502
Accumulated depreciation at 31 December	-1,291,606	-1,262,493
Book value on 31 December	55,350	84,464

Other tangible assets

Acquisition cost at 1 January	22,739	22,739
Book value on 31 December	22,739	22,739

Tangible assets total	78,089	107,203


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9. Investments


EUR	2025	2024
Shares in subsidiaries

Acquisition cost at 1 January	182,491,544	126,199,336
Additions	24,388,533	58,341,133
Disposals	-2,959,453	-604,035
Impairments	-316,158	-1,444,891
Acquisition cost at 31 December	203,604,466	182,491,544

Shares in associated companies

Acquisition cost at 1 January	34,212	34,212
Acquisition cost at 31 December	34,212	34,212

Shares, other

Acquisition cost at 1 January	10,578,563	10,593,627
Additions	42,000	42,000
Disposals	-2,032,018	-3,567
Impairment	0	-53,497
Acquisition cost at 31 December	8,588,545	10,578,563

Other receivables

Other loan receivables	3,024,118	3,452,553
Accounts receivable	2,133,729	3,426,259
Long-term receivables total	5,157,846	6,878,812

Investments total	217,385,069	199,983,131

The subsidiaries and the associated companies are presented in the Notes to the Consolidated Financial Statements,

Table 31. Related party disclosures.

10. Short-term receivables


EUR	2025	2024
Receivables from Group companies
Accounts receivable	489,469	233,332
Loan receivables	7,569,759	9,929,759
Other receivables	29,286,409	9,283,984
Total	37,345,637	19,447,075

Accounts receivable	1,530,220	1,441,266
Loan receivables	1,370,000	249,725
Other receivables	321,126	203,932
Accrued income	595,837	731,009

Short-term receivables total	41,162,820	22,073,008

11. Investments


EUR	2025	2024
Acquisition cost at 1 January	15,000,000	1,000,000
Additions	0	14,000,000
Disposals	-2,000	0
Acquisition cost at 31 December	13,000,000	15,000,000

Investments, total	13,000,000	15,000,000


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12. Shareholders’ equity


EUR	2025	2024
Share capital at 1 January	37,774,814	771,587
Additions	0	37,003,227
Share capital at 31 December	37,774,814	37,774,814

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	18,119,800	18,119,800
Invested unrestricted shareholders’ equity at 31 December	18,119,800	18,119,800

Retained earnings at 1 January	70,159,461	19,406,136
Dividend payment	-24,759,268	-17,663,079
Retained earnings at 31 December	45,400,194	1,743,057

Profit for the financial year	21,682,737	68,416,405

Shareholders’ equity, total	161,945,731	165,022,261

Calculation of distributable funds


Retained earnings	45,400,194	1,743,057
Profit for the financial year	21,682,737	68,416,405
Invested unrestricted shareholders’ equity	18,119,800	18,119,800
Total	85,202,731	88,279,261

CapMan Plc’s share capital is divided as follows:


	2025	2024
	Number of shares	Number of shares
Series B share (1 vote/share)	176,878,210	176,878,210

13. Non-current liabilities


EUR	2025	2024
Senior bonds	99,717,963	99,607,323
Other non-current liabilities	1798.536	1684.449

Non-current liabilities total	101,516,500	101,291,772

14. Current liabilities


EUR	2025	2024
Accounts payable	183,302	155,727

Liabilities to Group companies
Group account at OP Yrityspankki Plc	37,062,562	18,982,130
Group account at Nordea Bank	5,180,569	8,912,069
Accounts payable	140,542	287,240
Other liabilities	599,925	1,054
Accrued expenses	118,187	115,023
Total	43,101,785	28,297,517
	0	0
Other liabilities	174,474	203,697
Accrued expenses	4,176,328	4,962,471

Current liabilities total	47635.889	33619.412


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15. Contingent liabilities


EUR	2025	2024
Leasing agreements

Operating lease commitments
Within one year	112,088	183,250
After one but not more than five years	52,588	88,169
Total	164,676	271,419

Other hire purchase commitments
Within one year	615,408	763,884
After one but not more than five years	2,480,540	827,541
After five years	2,367,807	0
Total	5,463,755	1,591,425

Securities and other contingent liabilities

Contingencies for own commitment
Enterprise mortgages	60,000,000	60,000,000
Investment commitments to other funds	2,004,713	2,277,273
Other contingent liabilities	1,038,292	1,024,014
Total	63,043,005	63,301,287

Contingencies for subsidiaries’ commitments
Investment commitments	207,656	207,656
Total	207,656	207,656

16. Derivative instruments


EUR	2025	2024
Nominal amount of derivatives
Foreign exchange forwards	3,157,142	4,484,334
Total	3,157,142	4,484,334

Fair value of derivatives
Foreign exchange forwards	19,861	-76,832
Total	19,861	-76,832


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Signatures to the Report of the Board of Directors and Financial Statements

Statement by the Board of Directors regarding

the Financial Statements and the Report of the Board of Directors:

Consolidated financial statements prepared in accordance with the International Financial Reporting Standards (IFRS)

and Financial Statements of the parent company prepared in accordance with the laws and regulations governing the

preparation of financial statements in Finland give a true and fair view of the assets, liabilities, financial position and net

profit or loss of both the parent company and the companies included in the consolidated financial statements.

Report of the Board of Directors gives a true description of the development of company’s and its subsidiaries’ businesses

and profitability and contains a description of the most significant risks and uncertainties, as well as other status of the

company.

Helsinki 11.2.2026



Joakim Frimodig	Mammu Kaario
Chairman

Catarina Fagerholm	Ari Kaperi

Eva Lindholm	Johan Bygge

Pia Kåll
CEO

The Auditor’s Note

Our report has been issued today.

Helsinki 11.2.2026

Ernst & Young Oy

Audit firm

Kristina Sandin

Authorised Public Accountant


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Auditor’s report (Translation of the Finnish original)

To the Annual General Meeting of CapMan Plc

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of CapMan Plc (business identity code 0922445-7) for the year ended 31

December, 2025. 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, financial performance

and 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 6 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 accompanying financial statements.

We have also addressed the risk of management override of internal controls. This includes consideration of whether

there was evidence of management bias that represented a risk of material misstatement due to fraud.


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Key Audit Matter		How our audit addressed the Key Audit Matter
Valuation of non-liquid investments We refer to the accounting policies in the consolidated financial statements and Notes 18 and 32. The Group’s investment portfolio 31.12.2025 amounts to 178,6 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, natural capital and real estate portfolios. • Reviewing the price of recent transactions and investments. • Assessing assumptions used in the valuations 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 valuation of non-liquid investments.


Key Audit Matter		How our audit addressed the Key Audit Matter
Valuation of goodwill We refer to the accounting policies in the consolidated financial statements and Note 15. The value of goodwill at the date of the financial statements 31.12.2025 amounted to 32,5 million euros representing 9,6 % of total assets and 16,7 % of equity. Valuation of goodwill was a key audit matter because the assessment process is complex and is based on numerous judgmental estimates and because the amount of goodwill is significant to the financial statements. Valuation of goodwill is based on management’s estimate about the value in use calculations of the cash generating units. There are a number of underlying assumptions used to determine the value in use, including development of revenue and profitability and the discount rate applied on cash flows. Estimated value in use of the cash generating units may vary significantly when the underlying assumptions are changed. Changes in above-mentioned individual assumptions may result in an impairment of goodwill. Valuation of goodwill was also a significant risk of material misstatement as defined by EU Regulation No 537/2014, point (c) of Article 10(2).		Our audit procedures to address the risk of material misstatement in respect of valuation of goodwill included among others: • Involvement of EY valuation specialists to assist us in evaluating methodologies, impairment calculations and underlying assumptions applied by the management in impairment testing. • Testing of the mathematical accuracy of the impairment calculations. • Comparing the key assumptions applied by management in impairment tests to approved strategic plans and forecasts, information available in external sources and our independently calculated industry averages such as weighted average cost of capital used in discounting the cashflows. • Assessment of the Group’s disclosures in respect of impairment testing.


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Responsibilities of the Board of Directors and the Managing Director for the Financial

Statements

The Board of Directors and the Managing Director are responsible 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 regulations 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

misstatement, 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.

• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of

the entities or business units within the group as a basis for forming an opinion on the group financial statements. We

are responsible for the direction, supervision and review of the audit work performed for purposes 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 deficiencies in internal control that we identify during our

audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most

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.


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Other Reporting Requirements

Information on our audit engagement

We were first appointed as auditors by the Annual General Meeting on March 14, 2018, and our appointment represents

a total period of uninterrupted engagement of eight years.

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 inconsistent with the financial statements or

our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to report of the Board

of Directors, our responsibility also includes considering whether the report of the Board of Directors has been prepared in

compliance with the applicable provisions.

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 compliance with the applicable provisions.

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 11.2.2026

Ernst & Young Oy

Authorized Public Accountant Firm

Kristina Sandin

Authorized Public Accountant


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(Translation of the Finnish original)

Independent Auditor’s Report on the ESEF Consolidated Financial Statements of

CapMan Oyj

To the Board of Directors of Capman Oyj

We have performed a reasonable assurance engagement on the financial statements

743700498L5THNQWVL66-2025-12-31-fi.zip of CapMan Plc (y-identifier: 0922445-7) that have been prepared in

accordance with the Commission’s regulatory technical standard for the financial year ended 31.12.2025.

Responsibilities of the Board of Directors and the Managing Director

The Board of Directors and the Managing Director are responsible for the preparation of the company’s report of Board of

Directors and financial statements (the ESEF financial statements) in such a way that they comply with the requirements

of the Commission’s regulatory technical standard. This responsibility includes:

• preparing the ESEF financial statements in XHTML format in accordance with Article 3 of the Commission’s regulatory

technical standard

• tagging the primary financial statements, notes and company’s identification data in the consolidated financial

statements that are included in the ESEF financial statements with iXBRL tags in accordance with Article 4 of the

Commission’s regulatory technical standard and

• ensuring the consistency between the ESEF financial statements and the audited financial statements.

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 ESEF financial statements in accordance the requirements of the Commission’s

regulatory technical standard.

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

Our responsibility is to, in accordance with Chapter 7, Section 8 of the Securities Markets Act, provide assurance on the

financial statements that have been prepared in accordance with the Commission’s technical regulatory standard. We

express an opinion on whether the consolidated financial statements that are included in the ESEF financial statements

have been tagged, in all material respects, in accordance with the requirements of Article 4 of the Commission's

regulatory technical standard.

Our responsibility is to indicate in our opinion to what extent the assurance has been provided. We 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 primary financial statements in the consolidated financial statements that are included in the ESEF

financial statements have been tagged, in all material respects, with iXBRL tags in accordance with the requirements

of Article 4 of the Commission's regulatory technical standard and

• whether the notes and company's identification data in the consolidated financial statements that are included in the

ESEF financial statements have been tagged, in all material respects, with iXBRL tags in accordance with the

requirements of Article 4 of the Commission's regulatory technical standard and

• whether there is consistency between the ESEF financial statements and the audited financial statements.

The nature, timing and extent of the selected procedures depend on the auditor’s judgement. This includes an

assessment of the risk of material deviations due to fraud or error from the requirements of the Commission’s technical

regulatory standard.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


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Opinion

Our opinion pursuant to Chapter 7, Section 8 of the Securities Markets Act is that the primary financial statements, notes

and company's identification data in the consolidated financial statements that are included in the ESEF financial

statements of CapMan Plc 743700498L5THNQWVL66-2025-12-31-fi.zip for the financial year ended 31.12.2025

have been tagged, in all material respects, in accordance with the requirements of the Commission's regulatory technical

standard.

Our opinion on the audit of the consolidated financial statements of CapMan Plc for the financial year ended 31.12.2025

has been expressed in our auditor's report dated 11.2.2026. With this report we do not express an opinion on the audit

of the consolidated financial statements nor express another assurance conclusion.

Helsinki 25.2.2026

Ernst & Young Oy

Authorized Public Accountant Firm

Kristina Sandin

Authorized Public Accountant


		CAPMAN IN 2025	CORPORATE GOVERNANCE	REMUNERATION	REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY		≡

ANNUAL REPORT 2025

Sustainability Statement


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Sustainability Statement


CONTENTS


	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	96
	Environmental information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	104
	Social information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	113
	Governance information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	122


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CapMan’s Sustainability

Statement 2025

CapMan’s vision is to become the most responsible Nordic private asset

company, and we are actively shaping the society through the investments

we make. As an active and significant owner, we are ideally positioned to

drive change towards well governed, environmentally, and socially

sustainable businesses and assets. Our impact comes through decisions,

target-setting and finding opportunities to mitigate societal and

environmental challenges.

In our 2025 sustainability statement, we continue to take into account the

European Sustainability Reporting Standards (ESRS) while monitoring

developments in the Corporate Sustainability Reporting Directive (CSRD).

Following recent updates in Finnish legislation, CSRD obligations for

CapMan are now postponed until at least the 2027 financial year.

Discussions on reporting scope and revisions to ESRS datapoints are

ongoing, and final requirements have not yet been confirmed. In this

context, CapMan maintains the reporting structure established in the 2024

statement. The 2025 report updates disclosures with 2025 data and

events, ensuring consistency and relevance while remaining prepared to

incorporate any future regulatory changes.

General information


List of disclosure requirements		Page reference
ESRS 2 – General Disclosures
BP-1	General basis for preparation of sustainability statements	96
BP-2	Disclosures in relation to specific circumstances	96
GOV-1	The role of the administrative, management and supervisory bodies	97
GOV-2	Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies	98
GOV-3	Integration of sustainability-related performance in incentive schemes	98
GOV-5	Risk management and internal controls over sustainability reporting	98
IRO-1	Description of the processes to identify and assess material impacts, risks and opportunities	99
IRO-2	Disclosure requirements in ESRS covered by the undertaking’s sustainability statement	100
SBM-1	Strategy, business model and value chain	101
SBM-2	Interests and views of stakeholders	102
SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	102

BP-1 General basis for preparation of sustainability statements

The sustainability statement for CapMan is prepared on a consolidated basis, aligning with the scope of consolidation used for

the financial statements. This approach ensures consistency and coherence across all CapMan’s reporting. The sustainability

statement addresses CapMan’s own operations¹while also considering the upstream and downstream value chains.

BP-2 Disclosures in relation to specific circumstances

CapMan defines short-term time horizons as applicable to the current financial year, medium-term as up to five years, and

long-term as more than five years, as defined in ESRS 1 section 6.4. The metrics include value chain data estimated using

indirect sources, such as commute habits surveys, car rental usage, hotel stays and waste related GHG emissions

estimations. For scope 3, Category 15, Investments, the data provided by our portfolio companies is unaudited, introducing a

degree of uncertainty. We gather this data annually, expecting that the information adheres to the GHG Protocol. Following

recent updates in Finnish legislation, CSRD obligations for CapMan are postponed until at least the 2027 financial year.

Given the ongoing discussions on reporting scope and revisions to ESRS datapoints, the 2025 report retains the structure and

approach established in the 2024 sustainability statement. Disclosures have been updated to reflect 2025 data and events,

while remaining ready to incorporate any future changes to ESRS requirements and reporting scope.

¹When the report refers to ‘own operations’ fpr CapMan Plc, it focuses on the activities of CapMan Plc, including its investment operations,

fund management, and services, while excluding the funds, portfolio companies, and investments that are part of the broader value chain.


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GOV-1 The role of the administrative, management and supervisory bodies

CapMan’s commitment to responsible business practices is reflected in its governance structures. CapMan values that its

members of the Board of Directors (the “Board”) 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 for the Board to consist of

representatives of different genders and age groups, that the Board members have versatile educational and professional

backgrounds and that the Board of Directors as a whole has sufficient experience from working in international

environments. CapMan 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. The diversity of CapMan’s Board supports a broad perspective

on sustainability opportunities, including diversity and active ownership.

The Board consists of six non-executive members, with no employee representatives on the Board. In 2025 the Board

included 50% women and 50% men, and members aged between 47 and 69. Their educational backgrounds were

relevant to the company’s operations, and they had experience from both international and local operating environments.

The same applied in year 2024. 83% of the Board members are independent. The Audit and Risk Committee, which

consists of independent members, is responsible for overseeing impacts, risks, and opportunities. The responsibilities and

tasks of the Audit and Risk Committee are described in more detail in the Charter of the Committee.

The Board approves long-term strategic Group-level sustainability objectives and priorities, oversees key sustainability

risks, and approves the Group-wide remuneration policy, including how it links with sustainability criteria. Further the

Board is responsible for the proper organisation of CapMan’s operations, ensuring that the company has the appropriate

sustainability organisation. The Board has established committees to ensure efficient preparation of the matter under its

responsibility, namely Audit and Risk Committee and People and Remuneration Committee. The committees assist the

Board by preparing matters falling within the competence of the Board. The committees generally do not have

autonomous decision-making power, but the Board makes the decisions within its competence collectively.

The Audit and Risk Committee monitors closely and addresses sustainability matters such as sustainability reporting, KPI

monitoring, and risk management. The committee’s expertise in financial and business management supports effective

oversight of these areas. The People and Remuneration Committee in turn assists the Board in remuneration matters

aligning remuneration principles with the company’s strategy and long-term goals, including sustainability targets.

The Management Group acts as CapMan’s Sustainability steering group, agreeing on the high-level action plan for the

execution of the Board-approved long-term strategic sustainability objectives and priorities. The inclusion of Head of

Sustainability in the Management Group ensures that sustainability matters are integrated into CapMan’s strategy and

operations. Investment teams are represented in the Management Group and are committed to the sustainability action

plans agreed within the CapMan Group. Investment teams are responsible for implementing the sustainability

investment policies in their operations, formulating and implementing fund-level sustainability strategies, and integrating

the CapMan sustainability approach and standards in their investments. Each investment team has appointed at least

one member whose responsibilities encompass sustainability-related matters and who actively participates in Group-

wide sustainability initiatives.

The Head of Sustainability, as part of the Management team, has overall responsibility for the development and

implementation of CapMan’s group-level sustainability strategy, setting more detailed short-term sustainability targets,

and developing sustainability operations within CapMan. The Head of Sustainability is also responsible for training

CapMan personnel on sustainability-related matters. Sustainability issues are further managed by the Sustainability team

as well as the Sustainability working group, consisting of representatives of CapMan’s investment teams and support

functions.

The management of sustainability linked impacts, risks, and opportunities is an integral part of CapMan’s governance

model. Opportunities are analysed as part of the strategy work, and risks are assessed annually. Through CapMan’s

funds’ investments, the company aims to improve real estate and infrastructure assets, protect, conserve and enhance

natural capital, and build successful companies. CapMan integrates its Sustainability Standards throughout the

investment processes as described in the Sustainable Investment Policy.

The Board together with the CEO, oversees the setting of targets related to material impacts, risks, and opportunities,

ensuring they align with the company’s risk management policy. This entails among others maintaining a good

reputation, minimising compliance and conduct risks, and ensuring the continuity of operations by safeguarding critical

functions.

Sustainability matters are addressed early in pre-investment process, and sustainability value protection and creation

levers are included in business plans. Progress is monitored through various mechanisms, including annual asset level

data gathering, asset level board meetings, quarterly and annual fund reporting to Limited Partners (LPs), as well as more

broadly through CapMan reporting in annual and sustainability report, as well as through the Taskforce for Nature-related

Financial Disclosures (TNFD) disclosures and the Principles for Responsible Investment (PRI) reporting.

CapMan’s Board and CEO ensure the availability and development of appropriate skills and expertise to oversee

sustainability matters through several mechanisms. The Shareholders’ Nomination Board considers the size, composition,

and diversity of the Board, focusing on areas of expertise beneficial to the company, including sustainability. The Board

conducts an annual self-evaluation of its operations and working methods, which includes assessing the skills and

expertise related to sustainability. The Board members are invited to participate in the regular sustainability trainings

organised by CapMan. The Audit and Risk Committee, consisting of members of the Board of Directors, has introduced

sustainability topics into its agenda, ensuring that sustainability skills are part of the oversight process.


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CapMan’s bodies possess and leverage sustainability-related expertise through diverse educational and professional

backgrounds relevant to CapMan’s operations. The Management Group includes the Head of Sustainability, who is

responsible for coordinating sustainability efforts across the company.

GOV-2 Information provided to and sustainability matters

addressed by the undertaking’s administrative, management and supervisory bodies

CapMan’s Board and CEO are informed about material impacts, risks, and opportunities, as well as the implementation

and effectiveness of policies, actions, metrics, and targets adopted to address them. The Board and the CEO play a

crucial role in considering these factors when overseeing the company’s strategy, decisions on major transactions, and

the risk management process. The Board decides on the risk appetite and risk tolerance to ensure continuity of operations

and optimise CapMan’s ability to meet its objectives. In any decision-making, aspects such as impact on equity ratio,

shareholder value, company image and reputation, legal and political impacts, safety, potential loss and profit ratio, and

impact on personnel are considered from a risk perspective.

During the 2025 reporting period, CapMan conducted an update to its Double Materiality Assessment, in response to

feedback from the 2024 pre-assurance review. The update focused on refining the assessment process and

documentation, without affecting the outcomes. The material impacts, risks, and opportunities previously identified,

including climate change adaptation, GHG emissions, diversity, active ownership, and business integrity, remain relevant

and continue to provide a solid foundation for future reporting cycles. The updated assessment and its outcomes were

presented to the Audit and Risk Committee.

CapMan’s governance bodies ensure that appropriate mechanisms for performance monitoring and related reporting are

in place through the roles of the Board and its committees. The Audit and Risk Committee monitors financial reporting,

internal controls, and risk management systems, while the Remuneration Committee oversees executive remuneration

and its alignment with strategic goals. Regular evaluations and audits, both internal and external, are conducted to

assess the effectiveness of these mechanisms, ensuring compliance with laws and regulations and promoting good

corporate governance practices.

GOV-3 Integration of sustainability-related performance in incentive schemes

CapMan has integrated sustainability- and climate-related performance into its incentive schemes and remuneration

policies. The Long-Term Incentive Plan, known as the Performance Share Plan (PSP), is a three-year program that

requires individual investments to be eligible for participation. Positions eligible for the PSP program include members of

CapMan’s management group, team leaders within Platform Functions (IT, Legal, Tax & Compliance, HR, Marketing,

Fund Management, Risk & Valuation), and other key positions. The CEO can approve additional key positions for

participation if deemed feasible.

The PSP program includes three sustainability-related targets: Environmental (specifically focusing on emission

reductions), Employee Satisfaction, Remuneration, and Diversity. These targets are directly linked to the scoring of the

PSP program. The PSP program’s sustainability targets are divided equally, with each target accounting for 33% of the

overall evaluation. The percentage of variable remuneration dependent on each sustainability-related target is 7.5%

compared to the full PSP program.

For STI (short-term variable remuneration), the employee’s performance review and grade impact the overall attainment

of the bonus. Employees are evaluated based on personal targets set in the beginning of the year as well as against

performance, including sustainability-related, metrics. CapMan’s performance evaluation process for its STI includes

metrics linked to sustainable ways of working based on how employees demonstrate high ethics and transparency in day-

to-day work, fostering and promoting a sustainable long-term solution that positively impact the work environment and

supporting sound judgment in implementing solutions and decisions.

Short Term Incentive (STI) schemes are updated and reviewed annually, while the Long-Term Incentive (LTI) scheme is

updated every three years. All remuneration schemes and components are first reviewed by CapMan’s People and

Remuneration Committee and ultimately approved by the Board.

GOV-5 Risk management and internal controls over sustainability reporting

CapMan follows ISO31000 for risk assessment, identifying risks continuously and conducting an annual risk assessment

of key risks. This process includes identification, analysis, evaluation, treatment, monitoring, review, and reporting.

Sustainability-related risks are analysed as part of each risk and as individual risks and are assessed against the

likelihood, severity, risk appetite, and current controls, and finally mapped in a 1–7 matrix.

CapMan’s risk management and internal control processes for sustainability reporting are designed to mitigate risks of

material misstatement due to human error or incomplete data, ensuring the accuracy, transparency, and reliability of

sustainability information. The main features include dedicated reporting software that enhances data transparency and

traceability, specialised reporting units with experts responsible for their areas, internal reviews by management group

members.

The main risks identified in relation to sustainability reporting are data quality and potential false claims and

greenwashing by internal or external stakeholders. To mitigate these risks, CapMan promotes transparency on data

quality and implements data assurance measures. The findings of risk assessments and internal controls are

communicated to relevant teams, with material issues addressed by the respective teams. The implementation of these

actions is monitored, and significant developments or concerns are reported to management.


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Risk management prepares risk report and collects data of assurance activities of the group functions quarterly and

reports its findings to the Audit & Risk Committee four times a year. Additionally, an annual risk assessment and risk

mapping are conducted and reported to the Audit & Risk Committee during the fourth quarter of each year. This

comprehensive approach ensures that CapMan effectively manages and mitigates sustainability-related risks, maintaining

high standards of accuracy and reliability in its sustainability reporting.

IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities

In early 2025, CapMan conducted an update to its Double Materiality Assessment (DMA), building on the 2024

assessment of its most significant impacts on people and the environment (impact materiality), as well as the business

risks and opportunities arising from sustainability topics (financial materiality). This strategic approach allows for effective

evaluation of sustainability-related impacts, risks, and opportunities. The process focuses on specific activities, business

relationships, and geographies with heightened risks by engaging relevant stakeholders and conducting sensitivity

analyses. Impacts from both CapMan’s operations and business relationships are considered through stakeholder

engagement, quantitative assessments, and integration into the double materiality matrix. Consultations with affected

stakeholders and external experts are included through interviews, surveys, workshops, and reviewing secondary sources.

The Double Materiality Assessment process identifies, assesses, prioritises, and monitors potential and actual impacts on

people and the environment. Impacts are prioritised based on their severity and likelihood, using criteria such as scale,

scope, and remediability, ensuring that the most significant impacts are addressed first. The same prioritisation approach

is applied to both risks and opportunities. The materiality threshold was established using summary statistics and

quartiles from the collected data.

CapMan has conducted a salient human rights risk assessment for its operations and value chain, including a roadmap

with prioritising actions to strengthen its human rights due diligence process. The Salient Human Rights Assessment

conducted by third-party expert covered CapMan Plc and its investment teams, resulting in a roadmap for addressing

potential gaps. With the exception of CapMan’s Double Materiality Assessment, no separate comprehensive

environmental assessment has been conducted for CapMan’s own operations, the environmental impact of the operations

(primarily GHG emissions and energy consumption) is monitored and deemed minor compared to the overall impacts

when the investments are taken into account. Each investment within CapMan’s value chain undergoes asset-specific due

diligence to assess potential and actual impacts.

CapMan identifies risks in daily business operations and annually assesses key risks based on likelihood, impact, risk

velocity, time-horizon, and degree of control. Moreover, the risks are compared with defined tolerance levels. The annual

risk assessment process identifies significant risks and analyses changes in the risk environment. Each risk is analysed for

possible causes and effects, and a risk matrix (1–7) is used to assess the likelihood, magnitude, and nature of the effects.

Sustainability-related risks are prioritised alongside other types of risks, reflecting their importance to CapMan’s overall

strategy and operations.

The decision-making process involves the Board overseeing strategic and financial objectives, the CEO and Management

Group managing daily operations, and committees such as the Audit and Risk Committee and Remuneration Committee

overseeing financial reporting, internal controls, risk management, and executive remuneration. Internal control

procedures include policies and processes for reliable and compliant reporting, a risk management framework, and

whistleblowing channels for transparency and accountability.

The process to identify, assess, and manage impacts and risks is integrated into CapMan’s overall risk management

framework, with continuous identification and annual assessment through risk mapping. The main way to identify,

assess, and manage impacts and risks of investments is embedded in the investment process, with due diligence and risk

mitigation actions reviewed by risk management. Opportunities are systematically evaluated and leveraged to align with

CapMan’s strategic goals and operational activities, embedded within strategic planning, operational processes, and the

risk management framework.

CapMan uses several input parameters to identify, assess, and manage material impacts, risks, and opportunities,

including previous assessments, gap analyses, stakeholder engagement, quantitative and qualitative data, and sensitivity

analysis. The process aims to take into consideration the European Sustainability Reporting Standards (ESRS) and the

Corporate Sustainability Reporting Directive (CSRD).


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IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement

CapMan has determined the material information to be disclosed related to its impacts, risks, and opportunities through a

Double Materiality Assessment. Material topics were identified based on their severity, scope, remediability, and

likelihood, with specific thresholds set for short-term, medium-term, and long-term impacts. These thresholds ensured

that only the most significant topics, with a moderate scale and regional scope, were included in the final assessment for

reporting under the European Sustainability Reporting Standards (ESRS).

The Double Materiality Assessment determined that climate change is a material topic for CapMan, consistent with our

previous sustainability strategy, including sustainability processes and priorities. However, pollution, water and marine

resources, biodiversity and ecosystems, circular economy, workers in the value chain, affected communities, and

consumers and end-users fell under our threshold for material topics following the methodology used in the assessment.

The assessment confirmed that own workforce and business conduct are material topics for CapMan, aligning with our

sustainability strategy and priorities. In preparing its sustainability statement, CapMan worked towards complying with

the disclosure requirements set out by the European Sustainability Reporting Standards (ESRS) under the Corporate

Sustainability Reporting Directive (CSRD).


•	Environmental	•	1	Climate change mitigation
•	Social	•	2	Climate change adaptation
•	Governance	•	3	GHG emissions (Scope 1,2 & 3)
		•	4	Energy use/consumption
		•	5	Plant Life
		•	6	State of species
		•	7	Waste
		•	8	Substances of concern
		•	9	Water discharges
		•	10	Water consumption
		•	11	Gender equality and equal pay for work of equal value (own workforce)
		•	12	Gender equality and equal pay for work of equal value (value chain)
		•	13	Employment and inclusion of persons with disabilities (own workforce)
		•	14	Employment and inclusion of persons with disabilities (value chain)
		•	15	Diversity (own workforce)
		•	16	Diversity (value chain)
		•	17	Violence and harassment in the workplace (own workforce)
		•	18	Violence and harassment in the workplace (value chain)
		•	19	Job creation (own workforce)
		•	20	Job creation (value chain)
		•	21	Secure employment (own workforce)
		•	22	Secure employment (value chain)
		•	23	Collective bargaining (own workforce)
		•	24	Collective bargaining (value chain)
		•	25	Freedom of association (own workforce)
		•	26	Freedom of association (value chain)
		•	27	Non discrimination (Tenants)
		•	28	Affordable housing (Tenants)
		•	29	Health and safety (Tenants)
		•	30	Access to information/transparency (Tenants)
		•	31	Compliance with Laws & Regulations
		•	32	Board Diversity
		•	33	Business Integrity
		•	34	Corporate Culture
		•	35	Active Ownership

The key ESRS topics identified through Double Materiality Assessment include Climate Change (E1), Own Workforce (S1), and Business Conduct (G1).

Based on the outcomes of the materiality assessment and the sensitivity analysis, the topics outside of the oval area are the key ESG priorities of CapMan. The limit to determine material topics is oval, because it accounts for the uneven distribution of the analysed topics and takes the results of both the sensitivity analysis

and the internal review into account. The oval area can therefore only be regarded as a visual representation. Diversity in the own workforce was added to this list, despite not being outside of the oval area, because this topic is relevant for CapMan as an employer. Affordable housing and rent on the other hand was

excluded due to its unconventional nature. This topic might be further assessed when updating the DMA in the future.


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The key ESRS topics addressed include Climate Change (E1), focusing on climate change adaptation and GHG

emissions; Own Workforce (S1), emphasising diversity; and Business Conduct (G1), covering active ownership and

business integrity. These topics were identified through the Double Materiality Assessment, ensuring both financial and

non-financial impacts were considered.

SBM-1 Strategy, business model and value chain

CapMan does not engage in fossil fuel sector activities, chemical production, or tobacco production, and does not deal

with controversial weapons. At the end of the reporting year, CapMan’s annual revenue from continuing operations was

MEUR 63.0, and the total employee headcount, excluding contractors, 238.

REVENUE BY SIGNIFICANT ESRS SECTORS


Total revenue by significant ESRS sectors	Revenue
Oil and Gas	0
Coal, Quarries and Mining	0
Road Transport	0
Agriculture, Farming and Fisheries	0
Motor Vehicles	0
Energy Production and Utilities	0
Food and Beverages	0
Textiles, Accessories, Footwear and Jewellery	0

REVENUE FROM FOSSIL FUEL (COAL, OIL AND GAS) SECTOR


Revenue from coal, oil, gas, and fossil fuel	Revenue derived from sector
Coal	0
Oil	0
Gas	0
Fossil fuel	0

CapMan manages funds that invest in unlisted markets following a multi-strategy approach covering real estate,

infrastructure, natural capital, real asset debt, minority and majority equity investments, and credit investments in private

companies. We also provide wealth management solutions. Through our investments, we influence decisions and shape

the development of assets and businesses, thereby impacting Nordic communities and the surroundings in which they

operate. Simultaneously, we provide returns for our investors and value to our shareholders. In addition, we invest from

our own balance sheet in the private market asset classes, primarily into our own funds.

CapMan raises capital for its funds under management from a global base of professional investors, who serve as Limited

Partners (LPs) in the funds. CapMan has approximately 200 institutional LPs as customers, with the largest group being

pension funds, followed by asset managers, private investment companies, funds of funds, foundations, and other

institutional investors, primary located in the Nordic and DACH regions. The ultimate beneficiaries of these customers

include pension beneficiaries, insurance policyholders, households, academic institutions, and other stakeholders on

whose behalf our LPs allocate capital. In addition, CapMan has approximately 350 private wealth clients.

The business model and value chain main inputs are capital raised from investors and human resources, including the

expertise and skills of employees and advisors. We build long-term investor relationships through transparent

communication, such as annual fund reporting meetings and quarterly reporting, and support the development of our

employees through training and regular employee surveys. CapMan delivers financial returns for investors and fosters

well-managed businesses that promote better conditions of the environment, society and drive economic growth and

provide meaningful employment. We support the transition of everyday products, services, utilities, and properties

towards more sustainable operating models, contributing to the creation of functional, high-quality environments and

communities.

Our upstream value chain includes sourcing capital from professional investors and collaborating with key external

stakeholders such as legal advisors, consultants, financial institutions, and other service providers who support our

functions. The downstream value chain focuses on delivering value to investors, shareholders, the companies and assets

we impact, as well as the communities and environments they are located in. As a fund manager and an advisor within

the private assets sector, CapMan operates at the intersection of investors and Nordic real estate, infrastructure, natural

capital, and unlisted companies.

CapMan’s vision is to become the most responsible Nordic private asset company. As active owners, we influence

decision-making and activities across the CapMan Group including the assets and portfolio companies we manage. We

steer our investments towards clear sustainability targets and strive to find opportunities that mitigate societal and

environmental challenges. CapMan actively promotes sustainability themes that are material across all investments and

tailors the approach to asset- and company-specific conditions. These themes include climate action based on science,

operations that safeguard nature and the planetary boundaries, diverse, equitable, and inclusive businesses that provide

meaningful work, human rights throughout the value chain, and accountability and transparency.

The long-term nature of private assets investing enables us to support the transition of our portfolio toward more resilient

and sustainable assets. Across our investment strategies – including real estate, infrastructure, natural capital, real asset

debt, and private equity – we apply an active-ownership approach that integrates sustainability into value creation

throughout the investment lifecycle. This approach positions CapMan to promote well-governed and environmentally and


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socially sustainable businesses while delivering attractive returns for our investors. Our strategy and sustainability themes

are aligned with previously conducted Double Materiality Assessments for CapMan as an investor and for CapMan Real

Estate.

SBM-2 Interests and views of stakeholders

CapMan’s key stakeholders include the Board and the Management Group, investors, shareholders, and employees.

Additionally, government and public sector entities, such as the Financial Supervisory Authority (FinFSA), banks, portfolio

companies, real assets, private asset stakeholders like real estate tenants, local communities, and partners involved in

the value chain are also important. CapMan engages actively with these key stakeholders through regular

communication, reporting, and events for investors. These include transparent disclosures such as quarterly reporting for

shareholders, professional development initiatives and wellbeing surveys for employees, close collaboration with

entrepreneurs and management for portfolio companies, and consultations and tenant satisfaction surveys for asset

stakeholders. Employees are also supported with professional development opportunities and wellbeing initiatives.

The purpose of CapMan’s stakeholder engagement is to build trust, foster long-term relationships, align the interests of

stakeholders with the organisation’s goals, and support value creation. The outcomes of stakeholder engagement are

integrated into decision-making processes and operational strategies to ensure alignment with stakeholder needs and

expectations. This engagement helps identify opportunities, address concerns, and promote transparency in operations.

CapMan’s key stakeholders are understood to prioritise sustainable value creation, business integrity, strong financial

performance, and ethical business conduct. Employees value professional growth, wellbeing, and an inclusive work

environment, while tenants focus on affordable housing and well-maintained properties. CapMan’s Board and the CEO

are informed about the views and interests of affected stakeholders regarding sustainability-related impacts through

regular updates and reports. The Head of Sustainability is part of the Management Group that acts as CapMan’s

Sustainability steering group.

SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model

CapMan’s Double Materiality Assessment identified several key Environmental, Social, and Governance (ESG) topics,

including Climate Change (E1), Own Workforce (S1), Business Conduct (G1), in addition to the General Disclosures

(ESRS 2). These topics are integral to CapMan’s strategy and business model, influencing both financial and non-

financial impacts.

The material impacts identified include climate change adaptation and GHG emissions. Climate change adaptation is

concentrated in the downstream value chain, particularly in the operations of private assets and portfolio companies,

where measures are implemented to mitigate climate risks and enhance resilience. GHG emissions are concentrated both

in CapMan’s own operations and across the value chain, with the majority occurring in scope 3, Category 15

investments. The material negative and positive impacts of climate change adaptation and GHG emissions on people and

the environment are also considered. Employment and inclusion are concentrated in CapMan’s operations and

downstream value chain, promoting diversity and inclusion within the workforce and encouraging portfolio companies to

adopt inclusive employment practices.

The material risks and opportunities identified include climate change adaptation, GHG emissions, diversity, active

ownership, and business integrity. Climate change adaptation represents both a risk and an opportunity downstream,

particularly in portfolio companies, real estate assets, infrastructure projects, and timberland, where adapting to climate

impacts is essential for resilience and value creation. GHG emissions pose risks upstream and downstream, including

regulatory, reputational, and operational risks, but also present opportunities for energy efficiency improvements and

transitioning to renewable energy. Diversity is a key opportunity in CapMan’s operations and downstream in portfolio

companies, enabling more inclusive work environments and enhancing decision-making. Active ownership is central to

CapMan’s business model, representing an opportunity to influence portfolio companies and assets positively through

sustainability integration, driving long-term value creation. Business integrity is fundamental across all operations and

value chain levels, mitigating risks associated with unethical behaviour while building trust with stakeholders and

ensuring compliance with regulatory and societal expectations.

The current and anticipated effects of these material impacts, risks, and opportunities on CapMan’s business model,

value chain, strategy, and decision-making are significant. Climate change adaptation involves transition and physical

risks in the value chain, with potential impacts on operations and investments. CapMan has set and validated near-term

Science-Based Targets (SBTs) and a Net Zero target, integrating climate change into value preservation and creation

plans for portfolios. GHG emissions impact both operations and the value chain, with efforts focused on reducing scope 2

and scope 3 emissions, as CapMan has not identified any scope 1 emissions. CapMan’s diversity, equity, and inclusion

(DEI) working group serves as a forum for discussing and implementing concrete measures to promote diversity and

inclusion, setting gender targets and recruiting guidelines. Portfolio companies are encouraged to adopt DEI policies.

Active ownership is the basis for all actions, delivering innovative solutions proactively and creating lasting value by

working closely with stakeholders. Business integrity ensures long-term value creation by maintaining high ethical

standards and transparency in operations and investments.

CapMan’s material impacts are closely connected to our strategy and business model. Sustainability is a core component

of CapMan’s active ownership approach, investment processes, and value creation strategies. Material impacts, such as

GHG emissions, arise directly from our activities, including managing portfolio companies, real estate, and infrastructure

investments.

CapMan’s material impacts are addressed through short-term, mid-term, and long-term goals outlined in our

sustainability roadmap. These goals include immediate actions to integrate sustainability into investment processes,

medium-term targets for reducing emissions and enhancing diversity, and the long-term objective of achieving net zero

emissions by 2040.


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CapMan has material impacts both through its activities and its business relationships. Through its own operations and

investment activities, CapMan directly contributes to material impacts such as GHG emissions. Material impacts from

business relationships arise through partnerships and oversight, such as the operations of portfolio companies, energy use

by real estate tenants, and relationships with suppliers.

CapMan’s material risks and opportunities currently affect our financial position, performance, and cash flows primarily

through steering our investments towards sustainability targets, such as improving energy efficiency in real estate and

infrastructure assets and integrating sustainable practices into portfolio companies’ operations. These efforts can increase

operational costs in the short term but are expected to enhance asset value and generate long-term financial returns.

Additionally, climate-related risks such as regulatory changes or extreme weather events may impact portfolio

performance, while opportunities like transitioning to renewable energy create new revenue streams and cost-saving

potential.

Within the next annual reporting period, material risks such as regulatory changes related to climate change adaptation or

emissions could lead to adjustments in the carrying amounts of assets. Opportunities arising from increased demand for

sustainable investments could result in the repricing of assets.

The material impacts, risks, and opportunities recognised during the current reporting period are considered to be in line

with those identified in the previous reporting period. Climate-related risks, including physical risks such as extreme

weather events and transition risks arising from regulatory or technological changes, remain central to CapMan’s

assessments. These risks are primarily linked to the underlying assets in the private assets funds managed or invested in

by CapMan. Opportunities related to active ownership, such as the integration of sustainability into value creation

processes, and business integrity, including compliance with new regulatory requirements, were also recognised as

material in the previous year.

CapMan has disclosed several sustainability-related material impacts, risks, and opportunities covered by the ESRS

Disclosure requirements. These include climate change adaptation and GHG emissions (scope 1, 2, and 3) under E1 -

Climate Change, diversity under S1 - Own Workforce, and active ownership and business integrity under G1 - Business

Conduct. These disclosures aim to meet the European Sustainability Reporting Standards (ESRS).


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Environmental information


List of disclosure requirements		Page reference
E1 – Climate change
SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	104
IRO-1	Description of the processes to identify and assess material climate-related impacts, risks and opportunities	104
E1-1	Transition plan for climate change mitigation	104
E1-2	Policies related to climate change mitigation and adaptation	105
E1-3	Actions and resources in relation to climate change policies	107
E1-4	Targets related to climate change mitigation and adaptation	108
E1-6	Gross scopes 1, 2, 3 and total GHG emissions	110
E1-9	Anticipated financial effects from material physical and transition risks and potential climate-related opportunities	112

SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model

CapMan’s strategy and business model are inherently adaptable to climate change due to the dynamic nature of our

investment portfolio. This flexibility allows us to adjust and respond to climate-related impacts, risks, and opportunities

across any time horizon.

IRO-1 Description of the processes to identify and

assess material climate-related impacts, risks and opportunities

CapMan assesses the impact of climate-related matters and whether climate-related risks could result in material

adjustments to the Group’s financial statements. Physical climate risks, such as extreme weather, and transition climate

risks, such as regulatory or technological changes, could impact CapMan’s financial performance due to effects on

investment portfolio valuations.

CapMan’s operations have negligible climate-related impacts compared to the value chain, so the focus is on identifying

and assessing the impacts of the investment portfolio. This is conducted through asset-specific due diligence and value

creation plans during the pre-investment and holding periods. Furthermore, CapMan’s own operations are not heavily

reliant on physical assets, resulting in low exposure to physical climate risks, which are monitored by internal teams. The

internal teams also monitor climate transition risks that stem from e.g. new environmental and sustainability-related

regulatory requirements in the financial sector.

Different investment areas have tailored approaches regarding the physical and transition risks and opportunities.

CapMan Real Estate captures greenhouse gas (GHG) and energy-related risks as part of the Carbon Risk Real Estate

Monitor (CRREM) assessments for transition risks and applies an EU Taxonomy aligned approach for physical climate

risks. Further, physical and transition climate-related risks are covered by the due diligence process for all new real estate

acquisitions, with physical risk assessments updated every 5–10 years. The CRREM assessment for energy and carbon

(transition) risks is conducted annually for standing investments. CapMan Infra calculates its GHG emissions and

conducts EU Taxonomy aligned climate risk and vulnerability assessments under different scenarios, providing financial

values at risk for the underlying assets. CapMan Natural Capital calculates GHG emissions and sinks and will be

assessing the physical and transition risks of its assets in the near future. CapMan Private Equity assesses the materiality

of climate risks for each asset during due diligence and regularly calculates its GHG emissions.

Scenario analysis is used to inform the identification and assessment of physical hazards and risks over short, medium,

and long-term horizons. Short-term refers to periods of 12 months or less, and long-term to periods longer than 12

months, with no defined medium-term horizon for accounting purposes. CapMan uses EU Taxonomy aligned climate risk

scenarios for the Real Estate and Infra investment portfolio, employing one to four physical risk scenarios to determine

and assess hazards, identify significant risks, and provide mitigation and adaptation actions. If the sensitivity to a hazard

is assessed as high or medium-high, adaptation solutions are integrated in the asset’s business plan. All 28 climate-

related hazards listed in the EU Taxonomy are assessed, with heat waves and heavy rain or flooding being the most

common hazards for properties, while hazards vary for infrastructure assets.

Transition events have also been identified over short, medium, and long-term horizons for the Real Estate and Infra

investments. For the Real Estate portfolio, transition risks are identified and evaluated using the CRREM tool, which

assesses energy intensity and GHG emissions intensity of properties against CRREM’s pre-defined 1.5DC pathways until

2050. The assessment considers property type and location and is conducted annually for all standing properties in the

Real Estate portfolio. Continuous work is done to improve energy efficiency and reduce GHG emissions of the Real Estate

portfolio. For the Infra portfolio, a materiality survey was issued to stakeholders to identify the most material transition

risks, ranking overall transition risks (policy, technology, market, reputation) and elements within each risk as set out in

the Task force on Climate-Related Financial Disclosure (TCFD) Recommendations. Additional analysis by a third-party

assessed the overall vulnerability on a portfolio and asset level under three International Energy Agency-aligned scenarios,

using a scoring system for adaptive capacity and sensitivity. Interviews with portfolio companies qualitatively assessed

adaptive capacity and sensitivity, while desk-based research identified additional policy, technological, or market-related

risks and wider transition risks to infrastructure in the countries where the Infra portfolio operates.

E1-1 Transition plan for climate change mitigation

CapMan’s near-term GHG emissions reduction targets follow the Private Equity Sector Science-Based Target (SBT)

Guidance and have been validated by the Science Based Targets Initiative (SBTi). CapMan has not identified scope 1

emissions. In accordance with SBTi Private Equity Sector SBT Guidance, CapMan is reducing its scope 2 emissions by

using renewable electricity targeted at 100% by 2030. CapMan’s four largest offices (Helsinki, Stockholm, Jyväskylä,


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and Copenhagen) have been certified with the WWF Green Office environmental management system. For scope 3

emissions, business travel is targeted to be reduced by 25% per FTE by 2032. Starting in 2025, all carbon from

business-related flights will be compensated using carbon removal services from a third party. For investments, CapMan

follows the SBTi Private Equity Sector SBT Guidance where eligible portfolio companies will be setting their own SBTs. In

2025, the SBTi validated CapMan Real Estate’s net-zero climate targets in accordance with the Buildings Criteria. The

aligned long-term target is to reduce in-use operational GHG emissions by 90.90% per square meter by 2035, upfront

embodied GHG emissions by 96.59% per square meter by 2040 and in-use upfront embodied GHG emissions by

99.80% per square meter by 2040. The target captures construction phase GHG emissions from both new construction

and major renovation projects. The previous near-term 2032 SBT CapMan Real Estate target was to reduce GHG

emission intensity per square meter by 72% in commercial properties and by 50% in residential properties from a 2021

baseline. Note that the new target doesn't specify the division between property types, such as commercial and

residential properties.

CapMan has committed to manage its investments in line with net-zero by 2040 and CapMan Real Estate has set an

operational carbon target for 2035 and an in-use and upfront embodied carbon target for 2040. Eligible portfolio

companies set SBTs and develop plans on how to achieve them, and the real estate portfolio has a sustainability strategy

2023–2026 with concrete measures to implement. All of the above are part of the portfolio companies’ and Real Estate’s

overall business strategy.

Calculations for operational or capital expenditures related to CapMan’s own operations have not been performed, as they

are not considered significant for the implementation of the action plans related to emission reductions. For Real Estate

investments, the financial implications from transition and climate risk assessments are scheduled to be completed in

2026. For the Real Estate portfolio, we have started the work to fully understand these implications. For the Infra and

Natural Capital portfolio, the focus has been on risk assessments rather than complete climate transition plans.

Nevertheless, the Infra portfolio’s climate risk and vulnerability assessments have calculated the financial value at risk

under different scenarios, as well as the potential adaptation costs. For other investment teams, this is portfolio company-

specific and decided on a case-by-case basis.

While CapMan’s operations are not eligible to be aligned with the EU Taxonomy, certain CapMan assets are. Depending

on fund investment strategies and fund SFDR classification, those assets need to disclose eligibility and alignment to the

EU Taxonomy. CapMan Real Estate has a target to align 40% of its assets under management with the EU Taxonomy

criteria by 2026. CapMan Nordic Infrastructure Fund II assets are eligible to be aligned with the EU Taxonomy, but the

alignment depends on management decisions before these portfolio companies establish individual plans on how to fulfil

the technical and screening criteria. CapMan Natural Capital has assessed the eligibility and alignment potential of the

Dasos Sustainable Forest III Fund.

During 2025, CapMan has established a Climate and Nature Transition Plan, including own operations as well as

investments. The plan has been established with the latest Task force on Nature related Financial Disclosures (TNFD)

recommendations. CapMan has no significant capital expenditures for coal, oil, or gas-related economic activities. Parts

of our transition approach has been approved by the CEO, while the Board has approved the overall direction of CapMan

Plc’s sustainability efforts. As stated above, CapMan has not identified any scope 1 emissions. We track the annual scope

2 GHG emissions, as well as the following material scope 3 categories: purchased goods and services, activities related

to fuel and energy, business travel, employee commuting, and investments. Regarding the investment category, we track

the GHG emissions from our real estate, infrastructure and natural capital assets, as well as portfolio companies

(including the number of companies that have set SBTs), and disclose this information annually.

E1-2 Policies related to climate change mitigation and adaptation

CapMan has adopted policies and guidelines related to climate change for our investments, operations and business-

related travel. As part of our vision to become the most responsible Nordic private asset company, we aim to reduce our

scope 1² and 2 emissions in line with the SBTi Private Equity Sector SBT Guidance and have been validated by the SBTi.

Additionally, CapMan has committed to manage its assets in line with net-zero by 2040, with specific net zero targets for

real estate operational carbon by 2035 and real estate in-use and upfront embodied carbon by 2040.

In accordance with the SBTi Private Equity Sector SBT Guidance, we are reducing our scope 2 emissions by using

renewable electricity, with a target of 100% by 2030. Our four largest offices have been certified with the WWF Green

Office program, which also encompasses other selected sustainability matters. For operational scope 3 emissions, we aim

to reduce business travel by 25% per full-time employee by 2032. Starting in 2025, carbon emissions from business-

related flights are compensated using carbon removal services from a third party.

Eligible portfolio companies are required to set SBTs and develop plans to achieve them. The real estate portfolio has a

sustainability strategy in place until 2026, with concrete measures to implement. Additionally, the SBTi has validated

CapMan Real Estate’s net zero climate targets in accordance with the Buildings Criteria in 2025. All these initiatives are

integral to the overall business strategy of our portfolio companies and real estate assets.

We track our annual scope 2 GHG emissions, as well as several scope 3 categories, including purchased goods and

services, activities related to fuel and energy, business travel, employee commuting, and investments. For our

investments, as part of our validated SBTs, in addition to tracking the real estate GHG emissions reductions, we also

monitor the number of companies that have set SBTs, and disclose this information annually. Our sustainable investment

policy addresses various sustainability matters, including climate change mitigation, climate change adaptation, energy

efficiency, and renewable energy deployment.

²CapMan has not identified any scope 1 emissions.


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POLICIES RELATED TO CLIMATE CHANGE MITIGATION AND ADAPTATION


Policies adopted to manage material impacts, risks and opportunities related to climate change mitigation and adaptation	Description of the key contents of the policy	Description of the scope of the policy or exclusions	The most senior level in the undertaking’s organisation that is accountable for the implementation of the policy	If relevant, a reference to the third-party standards or initiatives the undertaking commits to respect through the implementation of the policy	If relevant, a description of the consideration given to the interests of key stakeholders in setting the policy
CapMan’s Sustainable Investment Policy	CapMan's Sustainable Investment Policy outlines the integration of environmental, social, and governance (ESG) criteria into investment processes, detailing specific standards and commitments, such as adherence to the UN Global Compact and the Science Based Targets initiative.	The policy applies to all investment decisions and ownership practices of funds managed by CapMan AIFM Ltd, including real estate, infrastructure, natural capital, real asset debt. private equity, private debt, and wealth services. It excludes any investments that fall within restricted areas defined by CapMan.	The Management Group of CapMan Plc is accountable for the implementation of the policy and for addressing any non- compliance with or deviations from the policy.	CapMan commits to several third-party standards and initiatives, including the Principles for Responsible Investment, the UN Global Compact, the UN Guiding Principles on Business and Human Rights, and the Science Based Targets initiative.	The policy considers the interests of key stakeholders, including investors, portfolio companies, tenants, and local communities, by integrating their preferences and feedback into sustainability practices and reporting.
Restriction list	CapMan's Restriction list outlines restricted investment areas, including controversial weapons, fossil fuels, gambling, and violations of international humanitarian law.	The policy applies to all new real estate lease contracts (from December 2023) and all new infrastructure private equity, and balance sheet investments (from December 2022).	The Management Group of CapMan Plc is accountable for the implementation of the policy and for addressing any non- compliance with or deviations from the Restriction list.	The policy aligns with international humanitarian law and standards regarding human rights, the environment, and anti- corruption.	The policy ensures that investments do not support activities harmful to society or the environment, reflecting the interests of investors, tenants, and local communities.
CapMan’s Code of Conduct	CapMan's Code of Conduct establishes principles for decision-making and actions, emphasizing compliance with laws, ethical behaviour, responsible investment, anti- bribery, anti-corruption, and respect for human rights.	The Code applies to all CapMan employees and covers all business activities, ensuring that decisions and actions align with CapMan's values and ethical standards.	The Board of Directors of CapMan Plc is accountable for the implementation of the Code of Conduct.	The Code aligns with the UN Global Compact, the Principles for Responsible Investment, the UN Guiding Principles on Business and Human Rights, and other international standards.	The Code considers the interests of stakeholders by promoting fair dealing, transparency, and respect for human rights, ensuring that CapMan's operations do not adversely impact employees, investors, portfolio companies, and the broader community.
CapMan’s Supplier Code of Conduct	CapMan’s Supplier Code of Conduct establishes principles and ethical standards of business behaviour that CapMan Plc expects of its business partners.	The Supplier Code of Conduct applies to CapMan’s Suppliers and the personnel employed or engaged by the Suppliers.	The Management Group of CapMan Plc is accountable for the implementation of the Supplier Code of Conduct and for addressing any non-compliance.	The Supplier Code of Conduct is based on CapMan’s Code of Conduct, and it sets out the general principles, rather than complete set of detailed rules that cover all situations	The Supplier Code of Conduct considers the interests of stakeholders by promoting fair dealing, transparency, and respect for human rights, ensuring that CapMan's supply chain dos not adversely impact the environment, its employees and the broader community.


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E1-3 Actions and resources in relation to climate change policies

CapMan’s ability to implement climate change mitigation and adaptation actions depends entirely on the availability and

allocation of resources.

ACTIONS AND RESOURCES IN RELATION TO CLIMATE CHANGE POLICIES


Key actions taken and planned to achieve climate- related policy objectives and targets	Key action taken in the reporting year or planned for the future	Decarbonisation lever	The scope of the key actions	The time horizons under which the undertaking intends to complete each key action
CapMan Plc net-zero target	Action planned for the future	Target setting	CapMan operations and eligible investments	2040
Travel policy	Action taken in the reporting year	Travel guidance	The scope covers all business-related travel for CapMan staff	2032
Renewable electricity in operations	Action taken in the reporting year	Engaging with office locations owners to procure green electricity and purchasing Renewable Energy Certificates (REC).	The scope covers GHG scope 2, electricity consumption in CapMan’s offices	2030
CapMan Real Estate net-zero climate target	Validated long-term targets by the SBTi	Target setting	Standing assets for in-use GHG, major renovation and new construction projects for upfront embodied carbon	2035 for in-use GHG 2040 for upfront GHG
Setting SBTs on portfolio company level	Action taken in the reporting year	Portfolio companies setting Science-based Targets	The scope covers GHG scope 3 Category 15 Investments, in accordance with the SBTi PE Guidance	2032
Carbon removal from business-related travel emissions (flying)	Action taken in the reporting year	Removing carbon equalling the total GHG emissions from business related flying.	The scope covers GHG scope 3 Category 6, Business Travel emissions	2025
Several energy efficiency measures in real estate assets, installation of on-site renewables and purchase of renewable energy	Action taken in the reporting year	Improving energy efficiency, increasing the amount of on-site generated renewable energy and the transition to fossil-free/ renewable energy	The scope covers GHG scope 3 Category 15 Investments, in accordance with the SBTi guidance	2032, 2035 and 2040
Climate and Nature Transition Plan	Action taken in the reporting year	Roadmap towards transitioning operations, assets and investments to net zero GHG emissions and halting nature loss	CapMan operations and eligible investments	Annual progress update


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E1-4 Targets related to climate change mitigation and adaptation

CapMan is dedicated to monitoring GHG emissions and has established SBTs in line with the 1.5-degree goal of the Paris

Agreement, to drive our mitigation and adaptation policies. We aim to reduce absolute scope 1 and 2 GHG emissions by

51% by 2032 from a 2021 base year, aligning with our commitment to net-zero by 2040. This near-term target is

absolute and covers scope 1 and 2 emissions, following the SBTi Private Equity Sector SBT Guidance.

We are committed to increasing our annual sourcing of renewable electricity from 46% in 2021 to 100% by 2030. This

absolute target for scope 2 emissions is also guided by the SBTi.

For our real estate portfolio, we aim to reduce GHG emissions from residential buildings by 50% per square meter by

2032 from a 2021 base year. Similarly, we target a 72% reduction for service (commercial) buildings within the same

timeframe. These relative targets for CapMan scope 3 emissions (category 15 investments). Additionally, in 2025, the

Science Based Targets initiative validated CapMan Real Estate’s net zero climate targets in accordance with the Buildings

Criteria. These targets include real estate targets net-zero in-use operational carbon by 2035 and in-use and upfront

embodied carbon by 2040.

By 2027, 54.5% of eligible infrastructure and private equity investments will set science-based targets, with a goal of

reaching 100% by 2032. During 2025 Hydroware, Netox and Innofactor had their targets validated, increasing the total

share of the eligible portfolio with SBTs from 8% to 21%. We manage our infrastructure and private equity investments

in line with our net-zero by 2040 commitment, covering scope 1, 2, and 3 emissions. This commitment is guided by the

Institutional Investors Group on Climate Change Net Zero Investment Framework.

Additionally, we aim to reduce business-related travel emissions by 25% per FTE by 2032, starting from a 2022

baseline of 782 kg/FTE. This relative target for scope 3 emissions is calculated as non-science-based (i.e. not SBTi

aligned) but aims for an annual reduction of 2.8%.

We monitor progress annually, disclose it, and ensure all GHGs are covered, maintaining a gross GHG emissions target.

Our past progress, as disclosed in our Annual Reports, shows that our 2023 scope 1-2 emissions were 64 tCO2e and 69

tCO2e in 2024. Scope 3 Category 1–14 (i.e. Business travel, Employee commuting, Purchased goods and services, Fuel

and energy activities) emissions were 4,399 tCO2e in 2023 and 18,589 tCO2e in 2024. The difference can be explained

from the use of estimates for business flights in 2024. Category 15 investments remain dynamic and comparable

progress cannot be disclosed in a meaningful manner.

To achieve our GHG emission reduction targets, we will engage with the landlords of our leased office spaces to procure

renewable electricity and heating, and purchase certificates or origin for renewable electricity for scope 1 and 2

emissions. For scope 3, category 6 business travel, we are implementing a travel policy and coupling it with carbon

compensation for all business-related flights. For scope 3, Category 15 investments, we are working with eligible portfolio

companies to set their own SBTs. Our Real Estate portfolio’s asset management plans include actions to reduce GHG

emissions according to the targets.


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Real Estate in-use operational emissions targets, progress and methodology

OPERATIONAL GHG EMISSIONS, REAL ESTATE, STANDING ASSETS, KGCO2E/SQM/Y


	2021	2022	2023	2024	2025	Target 2035
Total (all property types, kgCO2e/sqm/y)	15.5	14.4	11.1	9.7	6.5	1.4

-90.9%

In 2025, CapMan Real Estate received validation of its net zero climate targets from the Science Based Targets initiative

(SBTi). The in-use operational GHG emission intensity for real estate assets is calculated in line with SBTi Buildings

Criteria and has decreased by 58% compared to 2021 and 33% compared to 2024.³ The reduction can be explained by

the following initiatives:

• Energy efficiency improvements of the properties including optimising BMS systems, installing LED lighting, optimising

the operational hours at the properties, upgrading heat pumps and replacing windows with more energy-efficient

versions.

• Increasing on-site renewable energy production, including the installation of ground-source heat pumps and

photovoltaic systems.

• Increasing the purchase of renewable and/or fossil-free energy, particularly renewable heating in residential properties.

• CapMan encourages its tenants to purchase renewable electricity. This encouragement is stated in the sustainability

appendices to both residential and commercial lease contracts.

In addition, the Danish location-based emission factors for electricity are significantly lower in 2025 compared to 2024

(51 gCO2/kWh compared to 99 gCO2/kWh). The GHG emission intensity (kgCO2e/sqm) of real estate covers the

operational energy consumption and possible refrigerant leaks. Any transmission losses from upstream value chain of

energy providers have not been included in the GHG emission intensity calculations.

Market-based emission factors have been applied to the energy purchased by the landlord and by commercial tenants,

where the factor is known. When the energy source or supplier is unknown, location-based emission factors have been

applied. The location-based emission factors have been provided by a third party (sources: Fingrid and AIB). The

refrigerant emission factors have been provided by a third party (source: Defra).

All properties have been included except for major renovation or new construction projects. However, embodied GHG

emissions from completed major renovation and new construction projects are reported in the next chapter. Properties

that have been acquired or sold during the year are included but adjusted to the ownership period. The intensity figures

are based on gross floor areas. The gross area is measured differently in different countries, following national standards.

For properties where data is available only for common areas and not tenant areas, CapMan has calculated estimates to

capture whole-building energy consumption. The estimates are based on energy intensity values per country and property

type, using third-party energy factors (Motiva). The CapMan Investments Sustainability Report 2025 could include

additional measured data and fewer estimations, which could result in updated real estate in-use operational GHG

emissions figures.

³The previous near-term 2032 SBT CapMan Real Estate target was to reduce GHG emission intensity per square meter by 72% in commercial properties

and by 50% in residential properties from a 2021 baseline. By end of 2025 a reduction of 53% in commercial and 80% in residential properties had

been achieved.


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Real Estate in-use and upfront embodied GHG emissions targets, progress and methodology

EMBODIED GHG EMISSIONS, REAL ESTATE, DEVELOPMENT PROJECTS, LIFE CYCLE STAGES A1-A5


	2021-2023 (baseline)	2025	Target 2040
New construction, residential, kgCO2e/sqm	330.86	323.00	11.28
Major renovation, mixed, kgCO2e/sqm	181.60	94.14	0.36

-96.59%

-99.80%

In this report, CapMan reports for the first time the in-use and upfront embodied GHG emissions of its real estate

investments – major renovation (in-use embodied) and new construction (upfront embodied) projects.

CapMan Real Estate’s GHG reduction targets for embodied GHG emissions are validated by the Science Based Targets

initiative under the SBTi Buildings Criteria. For new construction projects, the target is to reduce upfront embodied GHG

emissions by 96.59% by 2040 relative to 2021–2023 baseline. For major renovation projects, the target is a 99.80%

reduction in in-use embodied GHG emissions, using the same baseline period.

In 2025, the upfront embodied emissions were reduced by 2.4% and in-use embodied emissions by 48.2%, compared

to the baseline. The reduction of in-use embodied emissions is due to differences in renovation scope compared to the

baseline. The reporting covers embodied emissions from the life-cycle modules A1–A5 (production and construction) for

three projects completed during the year: one residential new-built project in Sweden and two major hotel renovation

projects – one in Sweden and one in Finland.

The new construction project is reported as a standalone figure, while the two renovation projects are aggregated and

presented as an average value, reflecting the differing nature of new construction and major renovations.

To establish a representative and sufficiently robust baseline, LCA (life cycle assessment) results from new construction

and major renovation projects completed across the 2021-2023 baseline years and covering various property types were

averaged. This approach ensures an adequate sample size that reflects typical construction practices across the portfolio

during the baseline period.

The LCA scope includes life cycle stages A1–A5. Biogenic carbon is not accounted for. Going forward, CapMan Real

Estate will continue refining its embodied-emissions calculation methods and work towards harmonisation of LCA

methodologies across the Nordic region, where notable methodological differences remain.

CapMan Real Estate is at an early stage in systematically addressing construction-phase emissions and acknowledges the

challenges associated with the industry. Nevertheless, the company is committed to strengthening its capabilities,

improving processes, and embedding best practices to reduce embodied carbon in a cost-effective and scalable manner.

E1-6 Gross scopes 1, 2, 3 and total GHG emissions

CapMan Group discloses its GHG emissions as CO2 equivalents (CO2eq) in line with the GHG Protocol.


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GROSS SCOPES 1, 2, 3 AND TOTAL GHG EMISSIONS


	2025	2024
Gross Scope 1 GHG emissions (tCO2eq)	0	0
Gross location-based scope 2 GHG emissions (tCO2eq)	70	97
Gross market-based scope 2 GHG emissions (tCO2eq)	69	70
Total Gross indirect (scope 3) GHG emissions (tCO2eq)	322,860	258,251
Purchased goods and services (scope 3, tCO2eq)	1,521	1,475
Fuel and energy-related activities
(not included in Scope 1 or scope 2) (scope 3, tCO2eq)	23	32
Business traveling (scope 3, tCO2eq)	428⁴	17,005
Employee commuting (scope 3, tCO2eq)	67	77
Investments (scope 3, tCO2eq)	320,821⁵	239,662⁵
Total GHG emissions (tCO2eq)	322,929	258,321

⁴The differences in emissions can be explained by the fact that in 2024 modelled estimates for business related flights were used, whereas in 2025 actual

data was obtained.

⁵Due to the time lag between portfolio investments disclosing their emissions and the publication of CapMan’s Annual Report, CapMan consistently uses

emissions data from the preceding reporting year, as it is considered to provide the most accurate representation available at the time of reporting. The real

estate portfolio upfront and in-use embodied carbon GHG emissions were calculated in 2025 and are reported on the previous page.

Data coverage and data quality continue to improve each year, driven by the ongoing enhancement of data collection and

calculation processes. In addition, for business travel emissions CapMan is gradually including more activity-based GHG

data and improving its estimations for employee commuting. As CapMan rents all of its office space, scope 2 emissions

are dependent on energy providers contracted by the owners. As a result, variations between years reflect these

improvements rather than any substantial changes to the underlying processes. The net revenue used to calculate GHG

intensity is EUR 63.0.

CapMan accounts for direct scope 1 emissions from its own operations, indirect scope 2 emissions from its own activities

as well as scope 3 emissions from purchased goods and services, business travel, employee commuting and the share of

emissions from the investments that it manages. CapMan has not identified scope 1 emissions.⁶ CapMan’s scope 2

emissions calculations are based on actual energy consumption data. These emissions from scope 2 are calculated both

using location-based and market-based methodologies, using the latest available conversion factors. CapMan’s scope 3

emissions (Category 1 - 14, except for 6) are spend-based, using the latest available conversion factors. Scope 3

Category 6, Business travel, is obtained from CapMan’s travel agent that uses activity-based GHG accounting. The

majority of CapMan’s scope 3 emissions are generated through our investments. Scope 3 Category 15 emissions

(investments) are calculated as follows: CapMan Real Estate scope includes refrigerant leakages and purchased energy

(both by landlord and tenant). The detailed methodology can be found from chapter ‘Real Estate in-use operational

emissions targets, progress and methodology’. CapMan Infra uses a combination of actual energy consumption and

production and modelling to derive its GHG emissions. CapMan Natural Capital uses a third-party for calculating GHG

emissions and carbon sequestration, following international good practices based on the IPCC Guidelines for National

GHG Accounting (2006, and Refinement from 2019). CapMan Private Equity relies on self-reporting from portfolio

companies and modelling to determine GHG emissions. The addition of one more investment team in 2025 (Real Asset

Debt) will have an impact on CapMan’s scope 3 (Category 15) emissions in the future once the team has calculated their

financed emissions. These changes will increase the overall scope 3 Category 15 emissions.

DISAGGREGATION OF GHG EMISSIONS


Disaggregation Description	Type of disaggregation	Scope	GHG emissions (tonnes of CO2eq)
Scope 2 emissions	Source and country	Scope 2 location-based emissions	70
Scope 2 emissions	Source and country	Scope 2 market-based emissions	69
Scope 3 emissions	Category	Scope 3 emissions	322,860

Significant events and changes in circumstances relevant to GHG emissions

Due to a lag between the portfolio investments disclosing their emissions and CapMan’s Annual Report, in the table

above we have used the realized data from 2024 scope 3 Category 15 emissions, as we believe it provides the most

accurate reflection. The 2025 scope 3 Category 15 emissions for all portfolio investments will be provided in a

publication following the Annual Report.

If there are significant changes the publication following the Annual Report will feature more accurate information.

Otherwise, the published data will remain the same in both reports.

Biogenic emissions

Biogenic emissions of CO2 from the combustion or bio-degradation of biomass not included in scope 1 GHG emissions

are zero. Biogenic emissions of CO2 from the combustion or bio-degradation of biomass not included in scope 2 GHG

emissions are also zero.

⁶ We calculate GHG emissions with a third-party service provider, who has not identified any material scope 1 emissions.


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GROSS SCOPES 1, 2, 3 AND TOTAL GHG EMISSIONS - SCOPE 3 GHG EMISSIONS (GHG PROTOCOL)


Scope 3 Categories	Reason(s) why scope 3 category is significant
Purchased goods and services	Financial spend, Magnitude of estimated GHG emissions, Influence
Fuel and energy-related activities (not included in scope 1 or scope 2)	Other, Financial spend
Business traveling	Magnitude of estimated GHG emissions, Financial spend, Stakeholder views
Employee commuting	Other
Investments	Magnitude of estimated GHG emissions, Financial spend, Influence, Related transition risks and opportunities, Stakeholder views, Sector guidance

CapMan’s approach to calculating and reporting GHG emissions involves detailed methodologies and specific boundaries

for different categories. For scope 3 GHG emissions in categories 1 to 14, CapMan employed a third party to perform

spend-based calculations. In Category 15, real estate specific emissions accounting principles are described in chapter

“Real estate in-use operational emissions targets, progress and methodology”. The Infra portfolio’s emissions are

calculated using market, location, and spend-based methods by an external provider. The Natural Capital portfolio uses

specific emissions accounting principles described at the beginning of this chapter. For the Private Equity portfolio,

modelling is used when portfolio companies cannot provide their GHG emissions calculations.

Certain scope 3 GHG emissions categories have been excluded from CapMan’s calculations as they were not deemed

material. Specifically, embodied GHG emissions for real estate investments are not included in CapMan Plc’s scope 3

Category 15 2025 figures. The 2025 embodied GHG emissions are reported separately in the chapter “Real Estate in‑use

and upfront embodied GHG emissions targets, progress and methodology”. This comprehensive approach ensures that

CapMan’s GHG emissions reporting is thorough and aligned with industry standards, providing a clear and accurate

representation of their environmental impact.

GROSS SCOPES 1, 2, 3 AND TOTAL GHG EMISSIONS - SCOPE 3 GHG EMISSIONS (ISO 14064-1)


Iso 140641 scope 3 Category	Scope 3 GHG emissions (metric tonnes of CO2eq)
Indirect emissions by transport and distribution downstream	0
Indirect emissions from purchased products	1,521
Emissions from the use stage of the product	0
Indirect emissions caused by services used by the organization	0
Indirect emissions caused by employees commuting to work	67
Indirect emissions caused by business travel	428
Other indirect emissions	320,821

E1-9 Anticipated financial effects from material physical

and transition risks and potential climate-related opportunities

Parts of CapMan’s organisation’s real estate and natural capital assets under management are at material physical risk

before considering climate change adaptation actions. The Infra portfolio is not subject to major material physical risk,

and these assessments have not been conducted for the other asset classes. The Real Asset Debt portfolio has not

conducted a physical and transition risk assessment. CapMan’s operations have no assets at material risk, but managed

assets with material physical risk are located in Finland, Denmark, Norway, Sweden, the Baltics, Spain, Portugal, and

Ireland. For its Real Estate and Infra portfolio, CapMan has assessed the anticipated financial effects of some of its assets

at material physical risk, identifying asset value at risk and costs for climate adaptation solutions. In real estate, these

assessments apply to the whole building, identifying both long-term and short-term risks, and are conducted in

accordance with the EU Taxonomy. CapMan Infra assesses the anticipated financial effects of its assets at material

physical risk in its EU Taxonomy aligned climate risk and vulnerability assessments, identifying portfolio company value

at risk and costs for climate adaptation solutions.

CapMan is exposed to transition risks arising from e.g. new environmental and sustainability-related regulatory

requirements in the financial sector, and potential transition climate-related risks are mainly linked to risks in underlying

assets. These risks vary due to asset class and company-specific factors. The Real Estate, Infra, and the Private Equity

portfolios can face stranded assets. For the real estate investments, material transition risks are assessed with the 1.5DC

CRREM energy and GHG emission pathways, based on property type and location. The misalignment year of each asset

is identified, and actions are taken to improve misalignment years. Transition risk assessments have been conducted for

Infra investment team, assessing the value at risk from transition events under three different scenarios (International

Energy Agency Net Zero Emissions by 2050 Scenario, International Energy Agency Sustainable Development Scenario,

and International Energy Agency Beyond 2°C Scenario) in the short, medium, and long term. Limitations can be related to

data availability and quality used in the modelling.


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Social information


List of disclosure requirements		Page reference
S1 – Own workforce
SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business mode	113
S1-1	Policies related to own workforce	113
S1-2	Processes for engaging with own workers and workers’ representatives about impacts	114
S1-3	Processes to remediate negative impacts and channels for own workers to raise concerns	115
S1-4	Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions	116
S1-5	Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities	117
S1-6	Characteristics of the undertaking’s employees	118
S1-7	Characteristics of non-employee workers in the undertaking’s own workforce	119
S1-9	Diversity metrics	120
S1-10	Adequate wages	120
S1-11	Social protection	120
S1-13	Training and skills development indicators	120
S1-15	Work-life balance indicators	120
S1-16	Remuneration metrics (pay gap and total remuneration)	121
S1-17	Incidents, complaints and severe human rights impacts	121

SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model

CapMan includes people in its own workforce who can be materially impacted by the undertaking within the scope of

disclosure under ESRS 2. Groups subject to material impacts include general employees.

CapMan’s activities that result in positive developments include promoting diversity, equity, and inclusion (DEI). This is a

material topic from the social perspective, positively affecting employees.

Opportunities include benefits from promoting workforce diversity. CapMan’s transition to more sustainable operations

will have several material impacts on workers. These include enhancing sustainability training, changing operational

practices, promoting diversity and inclusion, improving health and safety, creating new job opportunities, and

encouraging active employee participation in sustainability initiatives. These changes are part of CapMan’s efforts to

reduce negative environmental impacts.

CapMan’s operations are not at significant risk of incidents of forced labour, compulsory labour, or child labour. However,

CapMan remains vigilant and ensures strict compliance with labour laws and ethical standards, as well as labour

standards set out in the ten principles of the UN Global Compact, across all operations and the value chain to prevent

any such incidents. In 2023 and 2024, CapMan conducted an assessment of salient human rights risks and impacts,

evaluating policies, governance, and management processes. This assessment was benchmarked to authoritative

international standards such as the UN Guiding Principles, OECD Guidelines, ILO Conventions and the International Bill

of Human Rights.

Based on the Double Materiality Assessment, CapMan has identified diversity as a material opportunity specifically

related to certain groups within its workforce. This includes, but is not limited to, promoting gender equality and equal

pay for work of equal value, as well as the employment and inclusion of persons with disabilities. These opportunities are

seen as beneficial for enhancing inclusivity and equity within the organisation.

S1-1 Policies related to own workforce

CapMan has adopted a robust set of policies and guidelines for its workforce, reviewed and updated annually, with

training sessions held for new and existing employees. CapMan’s Corporate People Policies consolidate all applicable

workforce policies, including the Code of Conduct, Travel & Expense Policies, Leave of Absence Policies, Foreign

Assignment Policy, Social Media Guidelines, Recruitment and Onboarding, Work Environment, Health and Safety,

Training and Development, Discrimination and Equal Opportunities Policy, Anti-Harassment and Bullying Policy, Fairness

Procedure, Whistleblowing Policy, and Processing of Personal Data. These policies highlight the employee legal

framework, describing principles, practices, and obligations towards the workforce and each other. The policies are

approved by the company’s Board of Directors or the management group. Additionally, CapMan has a Supplier Code of

Conduct for internal procurement processes.

The Corporate Remuneration Policy outlines the company’s compensation philosophy, clarifying compensation

components and emphasising fairness and equity in salary structures and schemes. This policy supports CapMan’s

strategy in attracting, retaining, developing, and rewarding employees who enhance shareholder and fund investor value,

fostering a performance culture. It ensures the credibility, effectiveness, sustainability, and fairness of remuneration

practices, balancing fixed and variable pay. With a focus on sustainability, the policy underscores CapMan’s commitment

to responsible business practices and sustainability metrics. It aligns the remuneration structure with sound risk

management, counteracting excessive risk-taking, including sustainability risks, and adhering to the investment policies of

CapMan’s funds. The policy also ensures that total variable remuneration does not compromise the maintenance of a

sound capital base. This policy is approved by the company’s Board of Directors.


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Local Employee Handbooks for Finland, Sweden, and Denmark are subsets of the Corporate People Policies, detailing

local nuances. These handbooks define local practices applicable to employees, covering information on vacation, public

holidays, local insurances, benefits, and more. The CapMan management group approves any updates drafted by Human

Resources (HR).

The purpose of the Code of Conduct is to establish basic principles governing decision-making and actions, ensuring

compliance with laws and regulations while promoting ethical behaviour. Each CapMan employee is responsible for

adhering to the Code, and managers are expected to demonstrate its importance through their behaviour and guidance.

The Code is non-exhaustive, and any breaches must be rectified promptly.

As a member of the UN Global Compact and the Principles for Responsible Investment, CapMan promotes environmental

and social sustainability in all business practices and investments. We adhere to national and international standards

protecting human rights, labour laws, work environment, privacy, fair wages, and working hours. Our internal policies

enforce and clarify practices related to compensation, occupational safety, non-discrimination, and privacy. CapMan has

assigned responsibility at the top management level for equal treatment and opportunities in employment, linking

advancement to desired performance in this area. Staff training on non-discrimination policies and practices is provided,

and adjustments to the physical environment ensure health and safety for all.

CapMan adheres to the safety plans and accident prevention measures implemented in the office buildings in which it

operates, as provided by the property owners. In addition, all new employees receive training on office practices and

safety measures to ensure a secure working environment. The Occupational Safety and Health Committees regularly

review this topic and take necessary actions whenever required, reinforcing our commitment to accident prevention and

employee well-being.

CapMan engages with employees through Group-level information events, team-level discussions, and individual

meetings. Annual employee surveys collect feedback to plan actions, and performance and development discussions are

held regularly. Occupational Health and Safety committees allow employees to engage directly with employer

representatives on work environment, safety, and health matters.

CapMan upholds the highest standards related to human rights, following European and local laws and regulations. Our

policies, including the Corporate People Policies, Remuneration Policies, Whistleblowing Policy, Anti-Bribery and

Corruption (ABC) Policy, and Supplier Code of Conduct, protect human rights within the organisation. CapMan’s policies

are aligned with internationally recognised instruments such as the Universal Declaration of Human Rights, UN Guiding

Principles on Business and Human Rights, and International Labour Organisation’s Declaration on Fundamental

Principles and Rights at Work. We conduct due diligence checks to identify and mitigate adverse human rights impacts

and have established a grievance mechanism (whistleblowing policy) in line with the UNGPs. Our Anti-Bribery and

Corruption (ABC) Policy reflects the standards of the Principles for Responsible Investment and UN Global Compact, with

rigorous compliance procedures to prevent corruption and bribery.

CapMan conducts business in compliance with applicable legislation and expects equivalent compliance from its

suppliers. Such targets are ensured by the internal procurement processes described in the Supplier Code of Conduct. Our

Data Protection and Privacy Policy complies with the General Data Protection Regulation (GDPR) of the European Union,

ensuring lawful and transparent processing of personal data.

CapMan’s Corporate People Policies outline our general code of conduct, emphasising respect and inclusion. Our

diversity, equity and inclusion (DEI) efforts are highlighted in sections on recruiting principles, work environment policy,

discrimination and equal opportunities policy, anti-harassment and bullying policy, and fairness procedure. Policies are

implemented through specific procedures to prevent, mitigate, and address discrimination, and to advance diversity and

inclusion.

CapMan keeps up-to-date records on recruitment, training, and promotion, providing a transparent view of opportunities

for employees. Grievance procedures are in place to address complaints and handle appeals, promoting access to skills

development. Significant changes to policies are communicated through onboarding sessions, online training courses,

intranet libraries, topical campaigns, and internal communications.

S1-2 Processes for engaging with own workers and workers’ representatives about impacts

CapMan continuously encourages close cooperation with its employees and their representatives where applicable.

Although CapMan is not part of a local Collective Bargaining Agreement and does not hold regular union consultations, it

engages with employees through various means. These include regular personnel information sessions, annual employee

surveys, Occupational Safety and Health committees, and local safety representatives. For example, in Finland, the

Occupational Safety and Health Committee is a formal representative body with elected employee representatives and

appointed employer representatives. The committee cooperates in occupational safety and health matters in the own

workforce.

CapMan also involves employees in different working groups, such as the DEI working group, which has representatives

from most of CapMan’s offices and is sponsored by one Board member. The DEI working group discuss initiatives,

projects, or ideas that may increase DEI at the Group level and provides practical guidelines and recommendations to

management in their quarterly discussion forums. Additionally, CapMan has an Employee Performance Process that

starts with setting targets for the year, followed by a formal check-in in the third quarter, and ends with a performance

discussion. Leadership and manager assessments are also conducted, where employees evaluate their managers’

leadership styles and skills.

Engagement with employees occurs through structured annual processes such as employee surveys, leadership surveys,

and performance discussions. Regular meetings are held with the Occupational Safety and Health Committee in Finland

and the DEI working group. Ad-hoc working groups or focus groups are formed on specific matters, such as the renewal

of the corporate brand identity or office moves. Regular team and manager one-on-one discussions address ongoing

issues, allowing managers to take input and act accordingly.


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CapMan’s top management, including the CEO, CFO, COO, Head of Fund Investor Relations, Head of Sustainability, and

all Managing Partners, have operational responsibility for ensuring that engagement happens and that results inform the

company’s approach. Group-wide actions may be taken depending on the matters at hand, but the most effective way is

to address challenges directly within the teams where they originate.

CapMan does not have a Global Framework Agreement with its workers’ representatives but complies with local laws and

regulations to fulfil cooperation with employee representatives where applicable. The effectiveness of engagement with

employees is assessed through various forms, including annual employee surveys, performance discussions, feedback

questionnaires after events, and formal occupational safety and health committee meetings. Location-specific sessions,

interactive staff information channels, and focus groups are also used to gather feedback and to plan actions accordingly.

To gain insight into the perspectives of vulnerable or marginalised employees, CapMan uses employee surveys and

conducts workshops or focus groups based on survey results. In 2023, a Wellbeing Survey was conducted, and individual

responses “at risk” were automatically submitted to the Occupational Health Care Provide r. The DEI workgroup focuses

on underrepresented minorities and actions that may create a more inclusive workplace. External network participation at

the CEO level, such as the L20 network, also helps share market studies and best practices.

CapMan promotes open feedback and regularly engages with its workforce to address potential barriers to engagement.

This is done through annual employee surveys, regular surveys from internal events, employee information sessions, focus

groups, and exit interviews. The Occupational Safety and Health committee also plays a role in this process.

CapMan fosters a transparent and effective communication plan for all internal material, using the intranet and teams

channels to share information. Regular personnel information sessions are held to keep the workforce updated on business

matters. Training sessions and focus groups are arranged when needed, especially if a new policy is being adopted.

Conflicting interests among employees are managed through training on policies, annual declarations of holdings,

restrictions on secondary employment, and robust processes to handle potential conflicts of interest. A whistleblowing

mechanism is also in place.

CapMan is committed to upholding human rights for all stakeholders engaged in its workforce. The company has

implemented a set of policies aligned with international standards and best practices. Human rights are embedded in

corporate policies, and the leadership team fully endorses these policies. Employees receive training on human rights

principles, and suppliers are required to adhere to the human rights policy. A whistleblowing channel is available for

reporting concerns, and all reports are investigated promptly and thoroughly.

The effectiveness of processes for engaging with the workforce is assessed using metrics from CapMan’s HR and relevant

survey platforms, managed by vetted third-party providers.

S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns

CapMan is dedicated to maintaining a responsible and ethical approach to workforce management. If we identify a

situation where we have caused or contributed to a material negative impact on our workforce, we follow a structured

approach to provide or contribute to an effective remedy. We promptly acknowledge any involvement in the negative

impact and commit to taking appropriate remedial action. We engage with affected employees and, where relevant, their

representatives to understand the full extent of the impact and their perspectives on appropriate remedies. Remedies are

designed to be proportionate to the impact and aim to restore the situation as much as possible.

To ensure the effectiveness of our remedies, we have established an assessment process. This process includes utilising

feedback mechanisms, such as employee surveys and exit interviews, to identify areas where our workforce may be

experiencing negative impacts. Once a negative impact is identified, we develop and implement targeted remedies, which

may include policy changes, additional training, or process improvements.

We track both our company’s eNPS score as well as our Inclusion Index annually, and continuously monitor our absence

rate, turnover rate, and any continuous illnesses. We actively seek feedback from our employees regarding the perceived

effectiveness of the remedies through follow-up surveys and focus groups. Based on the feedback and data collected, we

continuously refine and improve our remedies to better address the negative impacts.

CapMan is committed to fostering an open and supportive environment where employees feel comfortable raising their

concerns or needs. Several channels are in place to ensure that employees can voice any concerns they may have

effectively and receive timely support. These channels include direct communication with managers, where employees

are encouraged to report any concerns or needs directly to their managers, who will commence appropriate actions to

address the issues raised. Employees can also reach out to the HR team for any issues that require further escalation or if

they feel uncomfortable discussing their concerns with their managers.

The Early Support Policy aims to identify and respond to signs of concern over employees’ well-being as early as possible,

including voicing a concern, early intervention, and early support dialogue between the manager and the employee to

support employees and maintain their working capacity. CapMan promotes a culture of shared responsibility. While

managers have a central role in identifying and addressing early support needs, employees are equally expected to take

an active role in maintaining their own wellbeing. In the Early Support process, this includes being open to dialogue,

participating in support discussions, and engaging with agreed-upon measures and follow-ups. If an employee has a

concern over the well-being of a colleague, they can raise the issue with the HR team or the manager.

Each location maintains local occupational safety representation or committees following local legislation, where

employees can contact their local representative for concerns about occupational safety. These concerns are addressed in

accordance with local procedures and legislation. Employees should first try to resolve complaints informally with their

manager. If unresolved, they can escalate the issue in accordance with the Fairness Procedure to the HR team for a


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formal meeting, followed by a hearing with the second line manager if needed. If still unresolved, the final appeal can be

made to the CEO, who will make a final ruling.

CapMan has established a standardised whistleblowing channel and arranged a proper handling process for

whistleblowing reports, which includes non-retaliation towards the person using this channel. The whistleblowing channel

can be used to alert CapMan about serious misconducts or abuses affecting individuals, our company/organisation,

society, or the environment. Whistleblowing can be done by any person openly or anonymously through a whistleblowing

channel or in person.

CapMan supports the availability of these channels through various processes. The whistleblowing channel tracks all

reported cases, and each case is investigated properly, reported to the management group, the Board, and, if applicable,

to external supervisory bodies. Results of annual surveys are addressed on Group, Function, and Team levels, where

suitable actions are discussed, agreed upon, and actioned in close cooperation with the relevant team or group.

Local Occupational Safety and Health committees meet regularly to plan and follow through on topical matters, such as

occupational health care services, fire inspections, first-aid training, and work environment issues, with meeting minutes

kept for each meeting. Robust training on whistleblowing for all new joiners, as well as refresher courses (both in class

and online), are provided to the whole workforce. Policies regarding protection against retaliation for individuals that use

channels to raise concerns or needs are in place. CapMan has well-established channels for its workforce to raise

concerns in the form of a whistleblowing channel (accessible to all), annual employee surveys, and close cooperation

with employee representatives where applicable. Third-party mechanisms are accessible to all own workforce, and

employees and their representatives are able to access channels at the level of the undertaking they are employed by or

contracted to work for.

CapMan maintains a low hierarchy that encourages employees to speak directly with their managers or any member of

management about work-related concerns, suggestions, or observations regarding material impacts. While not bound by a

collective bargaining agreement, CapMan supports the election or appointment of employee representatives who can

bring forward collective concerns and suggestions to management. Regular meetings between management and the

workforce are held to discuss operational changes, health and safety issues, environmental impacts, and any other

material aspects of their work. Various feedback mechanisms, such as employee surveys, are provided to anonymously or

openly share insights and concerns. CapMan has established a whistleblowing policy that protects employees who report

unethical or illegal activities, ensuring that workers can raise concerns about material impacts without fear of retaliation.

Regular training sessions are conducted to educate employees about their rights and the channels available to them for

addressing material impacts, including information on how to effectively use these channels.

S1-4 Taking action on material impacts on own workforce, and approaches to mitigating material risks

and pursuing material opportunities related to own workforce, and effectiveness of those actions

CapMan is committed to addressing material impacts, managing risks, and pursuing opportunities related to its

workforce. For talent development, we plan to continue strengthening leadership and critical skills, as well as fostering an

inclusive and sustainable culture between 2026 and 2027. In talent recruitment, our focus is on attracting more diverse

candidates by utilising modern systems to minimise recruitment bias, training hiring managers on bias, and applying new

language in recruitment materials, also between 2026 and 2027. Our diversity, equity, and inclusion (DEI) strategy

includes the establishment of an internal DEI working group to discuss topical actions and plans, adopting the Rooney

Rule⁷ in the gender split of top candidates in recruitment, and harmonising family leave policies to further support

employees. This is an ongoing long-term effort starting in 2024 to properly embed the DEI mindset within the

organisation.

CapMan follows a structured approach to manage impacts, risks, and opportunities related to our own workforce. This

includes engaging with workers and their representatives to gather insights and feedback directly from those affected. We

have specific processes in place to remediate negative impacts, ensuring that any negative impact is promptly addressed

and resolved. We take action on material impacts by identifying and mitigating material risks and pursuing opportunities,

assessing the severity, scale, and scope of the impact to determine the appropriate response. We set targets related to

managing material negative impacts, advancing positive impacts, and managing material risks and opportunities, which

help us measure the effectiveness of our actions and ensure continuous improvement.

To mitigate material risks arising from impacts and dependencies on our workforce, we focus on talent development,

diversity and inclusion, employee well-being, technology and automation, and succession planning. Ongoing monitoring

with managers and team heads, as well as annual evaluations and surveys, help us track performance and well-being,

diversity and inclusion targets, and the impacts of technology and automation projects. We plan to continue rolling out

targeted training programs and career development paths for employees at all levels, structure leadership development to

foster the next generation of company leaders, sharpen recruitment efforts to reach a broader target group, and conduct

workshops and sessions on the importance of diversity and inclusion. Our wellness programs include mental health

support, fitness, and health screenings, and we foster a flexible work environment that supports work-life balance. We

invest in digital tools and platforms to enhance collaboration and efficiency and identify repetitive tasks that can be

automated, freeing up employees for more strategic work.

⁷The Rooney Rule mandates at least one minority candidate in the interview process. CapMan strives to uphold the Rooney Rule in all its recruitment

processes and also asks any external recruitment party to uphold to the same standard. The Rooney Rule does not dictate which candidate is selected,

however it provides a better frame for pursuing a more diverse pool of candidates at the final stages of the recruitment process.


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CapMan’s Code of Conduct and Supplier Code of Conduct outline our commitments to human rights, labour rights,

environmental management, and business ethics, ensuring that our practices are aligned with our values and do not

cause or contribute to negative impacts. We conduct annual employee surveys to gather feedback on workplace well-

being, culture, and other relevant topics, using the results to identify areas for improvement and ensure alignment with

employee needs and expectations. In connection with our strategy and budget planning process, funds and resources are

allocated for actions in the coming years, including HR systems and functionalities, learning and development programs,

DEI actions, and updated survey tools for better data management and follow-ups.

We continuously cooperate with our workforce and employee representatives on matters related to the work environment,

job satisfaction, and well-being, actively monitoring absence and overtime to proactively support the workforce. We

review and update our internal policies to align with changing surroundings and legal requirements, increasing

transparency where applicable. Targeted training ensures proper upskilling and understanding of compliance, while our

DEI working group, HR, management, and the Board drive progress within the DEI area. Regular health check-ups,

annual flu vaccines, and wellness programs, along with occupational health care insurances, help maintain workforce

health.

CapMan offers programs and incentives to enhance positive material impacts, including employee health, well-being,

family leave policies, ergonomic checks, and social events. Employee surveys on satisfaction, workload, leadership, and

ICT ensure the workforce has the necessary systems and tools, while the Legal, Tax & Compliance organisation surveys

workforce understanding of policies and training needs. In 2025 our eNPS score was 51 and our Inclusion Index at 81

(corresponding to a score of 4.15, following CapMan’s adoption of a new survey tool with an updated method for

reporting results), indicating high employee satisfaction and engagement. We aim to continuously improve our actions

towards the workforce, with strategic initiatives for 2026 focusing on workforce development, career path clarification,

DEI understanding, and better systems and tools for efficient work and data management.

CapMan implements its social responsibility through the two foundations it administers. The CapMan for Good foundation

shares the know-how and energy of CapMan’s employees and networks to society through, among other things,

mentoring. The Tukikummit foundation, on the other hand, wants to ensure that every young person has the opportunity

to enjoy hobbies and to be part of a social context. By distributing grants to cover costs for hobbies, supporting studies,

shared family experiences, travel expenses and providing monetary support for single-parent families, the foundation

supports young people who are at risk of becoming marginalised due to their financial situation. During 2025,

Tukikummit raised approximately 300,000 euros for work to prevent marginalisation and distributed grants for 300,000

euros. One of the main campaigns in 2025 that CapMan’s employees took part in was the “Steps4Tukikummit”, fostering

physical activity during the working day and contributing to funds for Tukikummit. In total, Tukikummit has distributed

7.8 million euros and given grants for more than 23,000 children and young people in Finland since 2007.

Health lectures, breakfast meetings, and other inspirational sessions will further support physical activity and well-being.

Workers and their representatives play a role in decisions regarding the design and implementation of programs aimed at

delivering positive impacts, with Occupational Safety and Health committees and DEI working groups meeting regularly

to discuss and plan actions promoting employee well-being and a safe, inclusive workplace.

CapMan’s internal functions involved in managing impacts include HR, Legal, Tax and Compliance, Sustainability, and

IT. Actions taken include annual employee engagement processes, onboarding of new staff, recurring manager forums, IT

training, Occupational Safety and Health Committee meetings, and DEI working group initiatives. These efforts ensure a

safe work environment, a healthy workforce, and address any concerns raised by employees

S1-5 Targets related to managing material negative impacts,

advancing positive impacts, and managing material risks and opportunities

CapMan’s targets are part of its sustainability strategy roadmap, aiming to manage material negative impacts, advance

positive impacts, and address material risks and opportunities. The defined target levels include achieving an eNPS above

50, increasing diversity, equity, and inclusion (DEI) across CapMan by implementing a DEI working group, attaining an

inclusion index score above 70, ensuring diversity among decision-makers with a maximum of 70% representation of any

gender in new appointments to management teams, and promoting diversity among recruitments by applying the Rooney

Rule in the gender split of top candidates. These targets are measured in absolute numerical values and cover employee

satisfaction, perception of inclusion within the workforce, and new recruits.

The baseline values against which progress is measured include an eNPS of 58 and 43% of management team members

being women, with the base year for measurement being 2022. The DEI working group was established in 2023, and

the targets are monitored and reviewed annually. The eNPS is measured by asking employees to rate the likelihood of

recommending CapMan on a scale of 0 to 10, with the score calculated by subtracting detractors from promoters. The

inclusion index measures employee perceptions of uniqueness and belongingness, with the score based on the percentage

of favourable results. The Rooney Rule aims to increase the number of minority gender candidates interviewed for

permanent positions.

Performance against these targets is monitored through annual employee surveys, with further actions planned based on

the results. The DEI working group, composed of members across teams, functions, seniorities, and geographic locations,

provides practical guidelines and recommendations to management in biannual workshops. The group is sponsored by

the Audit and Risk Committee Chair of CapMan’s Board of Directors, with the goal of continuously increasing diversity,

equity, and inclusion across CapMan, especially at the decision-making level. The inclusion index score is also measured

annually, with actions taken based on the results. The gender split of top candidates is evaluated in each recruitment

process, with a mid-term target of achieving a minimum 60%/40% gender split in management teams.

CapMan engages closely with its workforce and their representatives in setting targets, conducting an annual employee

survey that includes elements such as eNPS, inclusion, belonging, and other topical themes like health and wellbeing. In

Finland, the Occupational Safety and Health Committee, comprising employee and employer representatives, meets

regularly to discuss various workforce-related topics. Employee representatives are elected for a term of two calendar


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years at a time. In smaller offices, the appointed country head regularly meets with staff to discuss topical issues. The

CapMan Group-wide DEI Working Group, sponsored by a CapMan Board member, meets bi-monthly to address DEI

topics and drive change. Internal targets, such as the Rooney Rule for recruitment, are tracked by the HR team.

While the workforce or their representatives are not directly engaged in tracking performance against targets, they are

involved in identifying lessons or improvements resulting from the company’s performance. The DEI Working Group has

identified improvement areas related to recruitments, and the Occupational Safety and Health Committee focuses on

actions such as early intervention training, first aid, office environment, and occupational health care.

The intended outcomes for CapMan’s employees include working in a sustainable, inclusive, and vibrant environment

where they feel engaged and a sense of belonging, and where they feel a purpose in contributing towards a better Nordic

society. These high-level items are incorporated into CapMan’s Corporate People Policy, which is supported by applicable

policies and good cooperation with employees and their representatives.

S1-6 Characteristics of the undertaking’s employees

CapMan’s employee data is derived from the master HR system, which includes metrics such as headcount for both

permanent and temporary (fixed-term) employees. The employee data is managed centrally and complies with General

Data Protection Regulation (GDPR) guidelines. Employee data are reported as headcount, and the reporting period is 31

December 2025. Data related to disabilities and “at risk” categories are not available as CapMan does not collect such

personal information. The total number of employees represented in the report includes all employees with an

employment relationship with CapMan, both permanent and fixed-term. In the reporting period, CapMan had 221

permanent employees and 17 fixed-term employees, with an annual turnover of 6,2% of permanent employees. The

definition “other” in gender break down tables is currently empty as CapMan does not have that definition in place in its

master HR system. The option may be added later, pending a review of what information it may collect in the different

countries of operations. The definition “other” in country breakdown, includes Denmark, Germany, Luxembourg, Norway

and the United Kingdom. These locations employ less than 10% of CapMan’s workforce and thus combined under

“other”.

EMPLOYEE HEADCOUNT BREAKDOWN BY GENDER⁸


Gender	Number of Employees
Male	147
Female	91
Other	0
Not reported	0
Total	238

EMPLOYEE HEADCOUNT BREAKDOWN BY COUNTRY


Gender	Number of Employees
Finland	157
Sweden	34
Other	47
Total	238

⁸(50+ Employees in Countries Representing ≥10% of Total)


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NUMBER OF EMPLOYEES (HEADCOUNT)⁹


Female	Male	Other	Not Disclosed	Total
Number of employees
91	147	0	0	238
Number of permanent employees
87	134	0	0	221
Number of temporary employees
4	13	0	0	17
Number of non-guaranteed hours employees
0	0	0	0	0
Number of full-time employees
82	139	0	0	221
Number of part-time employees
9	8	0	0	17

⁹Table representing information on employees by contract type, broken down by gender. Reporting period 31 December 2025

AVERAGE NUMBER OF EMPLOYEES (HEADCOUNT)


Permanent employees
Female	Male	Other	Not disclosed
82,8	131,1	0	0
Temporary Employees
Female	Male	Other	Not disclosed
3,6	9,7	0	0
Non-guaranteed hours employees
Female	Male	Other	Not disclosed
0	0	0	0

In the table above, the average number is based on CapMan’s headcount employed at the end of the monthly reporting

period and an average during the 12-month period is stated above.

THE TOTAL NUMBER OF EMPLOYEES AND BREAKDOWNS BY GENDER AND BY REGION (HEADCOUNT)¹⁰


Finland	Sweden	Other	Total
Number of employees
157	34	47	238
Number of permanent employees
148	32	41	221
Number of temporary employees
9	2	6	17
Number of non-guaranteed hours employees
0	0	0	0
Number of full-time employees
149	32	40	221
Number of part-time employees
8	2	7	17

¹⁰Table representing information on employees by contract type, broken down by region. Reporting period 31 December 2025

S1-7 Characteristics of non-employee workers in the undertaking’s own workforce

CapMan’s workforce includes 10 non-employees, all of whom are self-employed individuals. There are no non-employees

provided by undertakings primarily engaged in employment activities. The information for non-employees, such as

consultants, is maintained in CapMan’s master HR system.

Non-employees at CapMan are referred to as consultants and are categorised into two types: Service Consultants and

Investment Consultants. Service Consultants perform interim, project, or service-related work for CapMan Plc, often

related to ad-hoc tasks or new product or service launches that require additional resources or expertise. Their work is

guided by an appointed CapMan employee or manager. Investment Consultants, on the other hand, act as advisors or

network ambassadors in jurisdictions outside of CapMan’s footprint. They provide support and advice with their extensive

local knowledge and networks of investors, and their work is guided by the Managing Partner of an Investment Team or

other relevant Partners.

The consultancy information is managed within CapMan’s Legal and HR teams. The Legal team handles the contracts,

which are entered into as business-to-business (B2B) agreements and are not deemed employment relationships. The HR

team tracks the necessary information in the master HR system for control purposes. Consultancy agreements are

typically made through third-party companies. Service Consultants perform work related to interim, project, or service

needs, while Investment Consultants provide advisory services and support in specific areas or locations where their input


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is needed. This structured approach ensures that CapMan effectively manages and utilises the expertise of non-employee

workers within its workforce.

S1-9 Diversity metrics

CapMan Plc’s workforce is diverse across various age groups. The company has 51 employees under 30 years old,

representing 21% of the total workforce. There are 148 employees between the ages of 30 and 50, making up 62% of

the workforce. Additionally, there are 39 employees over 50 years old, accounting for 16% of the total workforce. This

diverse age distribution reflects CapMan’s commitment to fostering an inclusive and varied work environment. CapMan

Plc defines its top management as consisting of the CEO, CFO, COO, Head of Fund Investor Relations, Head of

Sustainability, and Managing Partners of Investment Teams.


Employee gender representation in top management	Number of employees in top management	%
Female	4	33
Male	8	67
Non-Binary	0	0
Information Not Available	0	0
Total number of employees in top management	12

S1-10 Adequate wages

CapMan ensures that all employees are paid an adequate wage, in line with applicable benchmarks.

S1-11 Social protection

CapMan ensures that all employees and non-employees in its workforce are covered by social protection through public

programs or benefits offered by the company. This coverage includes protection against loss of income due to sickness,

unemployment, employment injury, acquired disability, parental leave, and retirement. CapMan does not operate in

countries where social protection through public programs or related benefits is not available. Therefore, all employees

are guaranteed social protection in the countries where CapMan operates. This commitment to social protection

underscores CapMan’s dedication to the well-being and security of its employees, ensuring they are supported in various

circumstances that may affect their income.

S1-13 Training and skills development indicators

TRAINING AND SKILLS DEVELOPMENT METRICS


Training and skills development metrics by gender	Percentage of employees who participated in regular performance and career development reviews	Average number of training hours (employees)	Percentage of non-employees who participated in regular performance and career development reviews	Average number of training hours (non-employees)
Female	100 %	8	0 %	0,5
Male	100 %	8	0 %	0,5
Other	0 %	0	0 %	0
No Information available	0 %	0	0 %	0
Total	100 %	8	0 %	0,5

EMPLOYEE PARTICIPATION IN PERFORMANCE AND CAREER DEVELOPMENT REVIEWS BY CATEGORY


Employee category	Percentage of employees who participated in regular performance and career	Average number of employees who participated in regular performance and career development reviews	Average number of training hours per employee
Employees	100 %	239	8

The percentage of non-employees who participated in regular performance and career development reviews is 0%. Non-

employees participate in performance and career development reviews provided by their employers, e.g. third-party

vendors.

S1-15 Work-life balance indicators

CapMan ensures that 100% of its employees are entitled to take family-related leave. This entitlement is provided

through social policies, ensuring that all employees have access to family-related leaves.


Percentage of entitled employees that took family-related leave, by gender	Percentage of employees entitled to take family leave that took family leave
Female	10 %
Male	8 %
Other	0 %
Not disclosed	0 %


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S1-16 Remuneration metrics (pay gap and total remuneration)

CapMan is a small to medium-sized enterprise (SME) organisation, comprising 152 investment professionals and 86

service professionals. The majority of CapMan’s workforce is based in Finland (66%), with the remainder located in

Sweden, Denmark, Norway, the UK, Germany and Luxembourg. Salaries differ between these locations, with Finland

generally having lower average salaries compared to the rest.

Based on Eurostat’s gender pay gap analysis from 2023, CapMan’s pay gap aligns with the financial industry in the

countries where it operates. CapMan maintains a transparent remuneration policy that highlights base salary, variable

components, and benefits. Compensation is tied to seniority and roles, ensuring fairness and justice. The gender split

within the organisation is roughly 40% women and 60% men, with the investment professional and partner groups being

male-dominated, which affects the overall pay gap. Within the investment professional groups, variable pay (STI) is

higher compared to service professionals, where women represent 64%.

The methodology used for calculating the pay gap includes employees in permanent positions, excluding the CEO and

Partners (81% of the staff is used as sample) and considers the role-specific STI bonus maximum potential. The

reasoning for using STI bonus maximal potential instead of actual payout is that each team has a specific bonus target

linked to their financial performance, and actualised bonuses tend to fluctuate year over year. Remuneration in currencies

other than Euro has been converted to Euro for comparison purposes. The ratio of highest-paid to median employee

compensation is 5,2.


Country / Segment	Employment Category	Gender Pay Gap (%)
CapMan All	Permanent ¹¹	31,5
Finland	Permanent	32,1
Sweden	Permanent	20,0
Investment Professional	Permanent	17,6
Service Professional	Permanent	25,9

¹¹Permanent employees in the above table refers to all permanent employees at CapMan excluding the CEO and Partners. The justification of excluding the

CEO and Partners is due to their different status and compensation mix compared to regular employees.

S1-17 Incidents, complaints and severe human rights impacts

In 2025, CapMan reported no formal complaints filed through channels for people in its own workforce to raise concerns,

nor were any complaints filed to National Contact Points for OECD Multinational Enterprises. There were no severe

human rights issues or incidents connected to CapMan’s workforce, and no cases of non-respect of UN Guiding Principles

and OECD Guidelines for Multinational Enterprises were identified. Consequently, there have been no severe human

rights issues connected to CapMan’s workforce. Additionally, there were no fines, penalties, or compensation related to

severe human rights issues and incidents connected to the workforce. Throughout 2025, no formal complaints or

incidents were reported or actioned, and there were no incidents of discrimination or harassment.


Location	Number of Discrimination	Number of Discrimination	Total Incidents
All CapMan locations; Finland, Sweden, Denmark, Norway, Luxembourg and UK.	0	0	0


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Governance information


List of disclosure requirements		Page reference
G1 – Business Conduct
GOV-1	The role of the administrative, management and supervisory bodies	122
G1-1	Business conduct policies and corporate culture	122
G1-2	Management of relationships with suppliers	123
G1-3	Prevention and detection of corruption and bribery	123
G1-4	Incidents of corruption or bribery	123
G1-5	Political influence and lobbying activities	123

GOV-1 The role of the administrative, management and supervisory bodies

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. Under the Finnish Companies

Act and CapMan’s Articles of Association, the Board is responsible for the administration of the company and the proper

organisation of its operations. The Board is also responsible for the appropriate arrangement of the controls 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 CEO manages and supervises the company’s business operations according to the Finnish Companies Act and in

compliance with the instructions and authorizations issued by the Board. The CEO ensures that the accounts of the

company are in compliance with the law and that its financial affairs have been arranged in a reliable manner. Generally,

the CEO is independently responsible for the operational activities of the company and for day-to-day decisions on

business activities and the implementation of these decisions.

The Board and the CEO are responsible for internal control and risk management, but internal control is conducted on all

levels of the organisation, in all business and support functions. Each employee is individually responsible for the

compliance of policies and instructions and for reporting faults and malpractice to their supervisor or other designated

persons. 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 regulations, 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 an organisation structure, policies, processes, working

instructions, allocation of tasks and responsibilities, approval authorizations, manual and automated controls, monitoring

reports, and reviews.

The expertise of the Board and the CEO on business conduct matters is described in CapMan’s Corporate Governance

Statement.

G1-1 Business conduct policies and corporate culture

CapMan’s corporate culture is defined by how we work as an organisation. It encompasses how we recruit, retain, and

reward our employees, as well as the systems and processes we have in place. This culture is further enhanced by our

corporate brand identity, which was co-created through in-depth interviews with top management, key business

stakeholders, and focus groups consisting of employees. CapMan conducts an annual employee survey to assess

questions related to culture, measuring eNPS and Inclusion (uniqueness and belonging) internally on an annual basis.

Post-survey discussions are conducted to solicit additional input, and plan further actions relevant to specific teams. Our

performance management process, including target setting and employee discussions, acts as a follow-up to ensure our

employees focus on the most relevant items, understand their role, responsibility, and accountability. Social events to

increase connection across the organisation are arranged regularly, including a group-wide annual event, featuring

inspiring workshops, lectures, and awards ceremonies.

Policies related to business conduct are outlined in our Code of Conduct and our Anti-Bribery and Corruption policy.

Mechanisms for identifying, reporting, and investigating concerns about unlawful behaviour or behaviour in contradiction

of our code of conduct or similar internal rules accommodate reporting from both internal and external stakeholders.

These mechanisms include the Code of Conduct, other internal policies and controls, incident reporting, and the

whistleblowing channel. Notifications can be made anonymously, and retaliation measures are forbidden, as described in

the whistleblowing policy. CapMan is committed to investigating business conduct incidents promptly, independently,

and objectively. We have plans to implement policies on anti-corruption or anti-bribery consistent with the United

Nations Convention against Corruption, although a timetable for implementation has not been supplied. We have a

whistleblowing policy and channel in place, therefore implementation of policies on protection of whistle-blowers are

already in place. We comply with regulatory protection of whistle-blowers, and our policy contains a description of

protection and how reports are handled.

Annual code of conduct training is mandatory for all employees, with additional training for new employees upon joining

CapMan. However, functions most at risk in respect of corruption and bribery have not been identified. CapMan is subject

to legal requirements regarding the protection of whistleblowers. In addition to Code of Conduct and supplier Code of

Conduct, we do have anti-corruption and anti-bribery policies, as well as a whistleblower policy in place. Policies with

respect to animal welfare are not in place.


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G1-2 Management of relationships with suppliers

CapMan’s approach to managing relationships with suppliers is outlined in its Supplier Code of Conduct. This code

describes the company’s approach to supplier relationships, taking into account risks related to the supply chain and

impacts on sustainability matters. CapMan expects its suppliers to be aware of the environmental impact and

environmental risks of their activities and to minimise the adverse effects of their activities.

The Supplier Code of Conduct is added to all supplier agreements with an annual value exceeding 15,000 euros.

CapMan expects its suppliers to fully embrace the basic principles and ethical standards of business behaviour set forth

in this Supplier Code throughout their own operations and supply chains. If a supplier is unable to accept CapMan’s

Supplier Code, CapMan cannot continue the business relationship with that supplier.

CapMan has implemented various electronic purchase invoice processing systems across most of its group companies to

prevent late payments, especially to SMEs. These systems send automatic reminders for any unprocessed invoices,

ensuring timely processing. All invoice processors are required to set a substitute during their absence, and local

accountants along with CapMan Group Finance & Accounting regularly monitor overdue and unpaid invoices. They

remind individuals or assign substitutes to invoice processors on a case-by-case basis when necessary. This procedure

applies to all purchase invoices, and there is no separate policy specifically addressed to invoices issued by SMEs.

G1-3 Prevention and detection of corruption and bribery

CapMan’s Code of Conduct establishes the basic principles governing our decision-making and actions, as well as the

responsibilities of CapMan employees in the business environment. This Code serves as a guiding tool, ensuring that we

operate not only in compliance with laws and regulations but also based on what we believe is ethically right. More

specific principles and practical guidelines are presented in various corporate policies and procedures, and employees are

trained regularly to uphold these standards.

To prevent, detect, and address allegations or incidents of corruption or bribery, CapMan has implemented an Anti-

Bribery and Corruption (ABC) policy and provides ABC training to employees. The investigators or investigating committee

responsible for handling these matters are separate from the chain of management involved in the prevention and

detection of corruption or bribery, ensuring independence and objectivity. The compliance function is responsible for ABC

matters, as well as the investigation and reporting processes, which are conducted on a case-by-case basis.

The ABC policy is accessible to all CapMan personnel on the Intranet, and regular online ABC training, including a

questionnaire, must be completed every two years. This training is also mandatory for all new employees. The nature,

scope, and depth of the anti-corruption or anti-bribery training programs are outlined in the internal ABC policy. The

same training is provided to all personnel, including members of the Board and the CEO.

CapMan is committed to continuously improving its training activities, and it has a tool equipped to monitor the

conducted trainings. This enhances the analysis of training activities by region or category. There have been no

convictions for violations of anti-corruption and anti-bribery laws, reflecting the effectiveness of the measures in place.

G1-4 Incidents of corruption or bribery

CapMan has taken actions to address breaches in procedures and standards related to anti-corruption and anti-bribery.

There have only been minor breaches against internal procedures, which have been addressed through incident reporting,

corrections to processes, and additional ABC trainings. There have been no confirmed incidents of corruption or bribery.

Consequently, there have been no instances where CapMan’s own workers were dismissed or disciplined for corruption or

bribery-related incidents. Similarly, there have been no confirmed incidents relating to contracts with business partners

that were terminated or not renewed due to violations related to corruption or bribery. There have been no public legal

cases regarding corruption or bribery brought against CapMan or its workers, and thus no outcomes to report. There have

been no incidents of corruption reported, and no fines have been imposed for violations of anti-corruption and anti-bribery

laws.

G1-5 Political influence and lobbying activities

The CapMan Plc Board of Directors is responsible for overseeing political influence and lobbying activities within the

organisation. According to CapMan’s Anti-Bribery and Corruption (ABC) policy, the company does not make political

contributions to political parties, party officials, or candidates unless such contributions are approved in advance by the

CapMan Plc Board of Directors. This policy ensures that any financial or in-kind political contributions are made

transparently and with proper oversight. Additionally, charitable donations must not be made to improperly influence the

recipient or in exchange for any business or other commercial advantage. Charitable donations and sponsoring cannot be

used to circumvent the prohibition on corruption or bribes.

CapMan engages with policy-makers on relevant general interest topics as an active and responsible member of society.

The company transparently discloses any lobbying activities and is a member of relevant industry organisations. Through

these memberships, CapMan may lobby on topics that are important to the private equity industry as a whole. However,

CapMan is not registered in the EU Transparency Register or any equivalent transparency register in a Member State.

There have been no reported cases of members of CapMan’s Board and the CEO holding comparable positions in public

administration in the two years preceding their appointment. One member of CapMan´s Board is holding comparable

position in public administration (United Kingdom´s Financial Reporting Council). There have been no other reported

cases of members of CapMan´s Board and the CEO holding comparable positions in public administration. The amount

paid for membership to lobbying associations from January to December 2025 was 158,945 EUR. CapMan is not legally

obliged to be a member of a chamber of commerce or any other organisation that represents its interests.


~215	~55%	~200
EMPLOYEES	AUM FROM OUTSIDE NORDICS	INSTITUTIONAL LIMITED PARTNERS AS CUSTOMERS


Annual Report 2025

CAPMAN IN 2025	CORPORATE GOVERNANCE STATEMENT	REMUNERATION REPORT


REPORT OF THE BOARD OF DIRECTORS	FINANCIAL STATEMENTS	SUSTAINABILITY STATEMENT


CONTENTS


	About CapMan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	CEO’s review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8