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Corporate Governance Statement
Making reliability happen
CORPORATE GOVERNANCE STATEMENT
CAPMAN ANNUAL REPORT 2024 12
CapMan Plc – Corporate Governance Statement 2024
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 https://www.capman.com/
shareholders/governance/.
1. CapMan’s governance model
CapMan is a Finnish public limited liability company
head quartered 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 2024, CapMan’s Annual General Meeting (AGM) was held
on 27 March in Helsinki. In total 94 shareholders representing
approximately 42% of the registered share capital and voting
rights attended the meeting in person or by voting in advance.
The decisions are available on the company’s website at https://
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: https://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 representa-
tives 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 2024: Stefan Björkman
(representative of Silvertärnan Ab) (Chairman of the Nomination
Board), Olli Haltia (representing Hozainum Partners Oy), Mikko
Mursula (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 2024 are men.
The Nomination Board convened five times in 2024. 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 29 January 2024.
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: https://capman.com/
shareholders/governance/nomination-board/
4. Board of Directors
4.1 Composition of the Board of Directors
All members of the Board are elected 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
CAPMAN ANNUAL REPORT 2024 13
Meeting. The Shareholders’ Nomination Board’s proposals are
typically published as a separate stock exchange release and
are also included in the notice to convene the Annual General
Meeting.
Board members’ competencies relevant to the impacts of
the organisation are partly reported through disclosures of
Board members’ backgrounds and stakeholder representation is
reported through the disclosures and independence evaluation of
the Board members.
The Annual General Meeting held on 27 March 2024 elected
six members to the Board of Directors. Mr. Johan Bygge, Ms.
Catarina Fagerholm, Mr. Joakim Frimodig, Ms. Mammu Kaario,
Mr. Olli Liitola and Mr. Johan Hammarén were re-elected to the
Board. At its organisational meeting on 27 March 2024, the
Board elected from among its members Joakim Frimodig as its
Chair and Mammu Kaario as Vice Chair. Joakim Frimodig served
as the Executive Chair of the Board, and his duties included
execution of CapMan’s business strategy together with the CEO,
especially in relation to significant growth initiatives and M&A
transactions.
The biographical details of the Board members are presented
in the table on page x.
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 2024 both genders
were represented in the Board. Of the Board members, 33%
were women (Mammu Kaario and Catarina Fagerholm) and
67% men (Johan Bygge, Joakim Frimodig, Johan Hammarén
and Olli Liitola). The Board members were between 46 and 68
years of age, their educational backgrounds were relevant to the
company’s operations, and they had experience on both inter-
national and local operating environments. The Shareholders’
Nomination Board has not specifically reviewed the inclusion of
under-represented social groups.
4.3 Independence of the Board members
The majority of the Board must be independent from the
company. At least two of the members that are independent
from the company shall also be independent of the company’s
significant shareholders.
The Board made an assessment on the independence of the
Board members in its organisational meeting on 27 March 2024.
According to the assessment Johan Bygge, Catarina Fagerholm
and Mammu Kaario were independent of both the company
and its significant shareholders. Joakim Frimodig was non-inde-
pendent of the company due to his CEO position in the company
during the past 3 years and his position as the Executive
Chair of the company’s Board of Directors. Joakim Frimodig,
Johan Hammarén and Olli Liitola were non-independent of the
company’s significant shareholder due to their memberships in
the Board of Directors of Silvertärnan Ab, which is a significant
shareholder of the company.
Shares and share-based rights of each Board member and
corporations over which he/she exercises control in the company
and its group companies are presented in the table on page x.
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. 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
• 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
• approve annual financial and sustainability statements and
interim reports
• ensure that there are proper arrangements in place to
secure that the business complies with applicable rules and
regulations
• approve the key principles of corporate governance, internal
control, risk management as well as other key policies
• decide on the CEO’s remuneration as well as on the remuner-
ation policy for other executives and CapMan’s key employees
• confirm the central duties and operating principles of the
Board committees
• convene the general meetings of shareholders
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 2024
In 2024, the Board of Directors met nine times. The Board had
eight meetings in the composition as elected by the 2024 AGM
and one meeting in the composition as elected by the 2023 AGM.
The Board evaluates its work, including sustainability matters,
generally in the autumn 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 on page x presents Board members’ attendance at
the meetings in 2024.
CAPMAN ANNUAL REPORT 2024 14
5. Board Committees
The Board may establish Committees to ensure efficient prepa-
ration 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 27 March 2024,
CapMan’s Board of Directors established an Audit and Risk
Committee and Remuneration Committee.
5.1 Audit and Risk Committee
The Audit and Risk Committee has been established to improve
the efficient preparation of matters pertaining to financial and
sustainability reporting and control.
The duties of the Audit and Risk Committee included:
• monitoring the financial position of the company
• monitoring and assessment of the financial and sustainability
reporting processes
• monitoring and assessment of the company’s internal control
and risk management systems and compliance processes
• monitoring and assessment of the most significant financial,
tax and sustainability risks
• review of the company’s corporate governance statement
• monitoring the statutory audit of the financial statements and
consolidated financial statements
• monitoring the assurance of the sustainability statements
• evaluating the independence of the statutory auditor or audit
company, particularly the provision of non-audit services
• other communications with the auditor
• preparing the proposal for resolution on the election of the
auditor and when needed the election of the sustainability
assurer
• assessing the provision of sustainability reporting assurance
services and monitoring their effectiveness
• defining the principles concerning the monitoring and
assessment of related party transactions
• monitoring and assessment of the processes and risks relating
to IT security
• evaluation of the use and presentation of alternative perfor-
mance measures
• monitoring procedures for identifying the information to
be reported in accordance with the sustainability reporting
standards
• monitoring and assessment of 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 27 March 2024
elected Mammu Kaario (Chair), Catarina Fagerholm and Johan
Bygge as members of the Audit and Risk Committee. In 2024,
the Committee met six times. The table on page x 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.
The Committee has discussed sustainability topics, such as
the materiality assessment and the company’s CSRD readiness,
during the year in its meetings. The Committee had a training on
responsibilities of the board and the audit committee in CSRD
reporting in autumn 2024.
5.2 Remuneration Committee
The Remuneration Committee has been established to
improve the efficient preparation of matters pertaining to the
remuneration of the CEO and other executives as well as the
remuneration principles applied by the company.
The main duties of the 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 remuner-
ation 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
The Board has in its organisational meeting on 27 March 2024
elected Joakim Frimodig (Chair), Catarina Fagerholm and
Olli Liitola as members of the Remuneration Committee. The
Committee met three times in 2024. The table below on page x
presents the Committee members’ attendance at the meetings.
Catarina Fagerholm is independent of the company and its
significant shareholders and Olli Liitola is independent of the
company. 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.
CAPMAN ANNUAL REPORT 2024 15
Board of Directors in 2024
Name Personal information
Shares and share-
based rights as of
31 Dec 2024
Attendance at the
Board meetings
Attendance at
the Committee
meetings
Joakim
Frimodig
Chair of the Board since 2023
Member of the Board since 2023
Born: 1978
Education: BA (Oxon)
Main occupation: Executive Chair of the Board of CapMan Plc
Chair of the Remuneration Committee
Expert member of the Shareholders’ Nomination Board
Non-independent of the company and the significant shareholder
1,229,168 9/9 Remuneration
Committee: 3/3
Nomination Board:
5/5
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 9/9 Audit and Risk
Committee: 6/6
Catarina
Fagerholm
Member of the Board since 2018
Born: 1963
Education: M. Sc. (Econ.)
Main occupation: Board professional
Member of the Audit and Risk Committee and Remuneration
Committee
Independent of the company and significant shareholders
73,011 9/9 Audit and Risk
committee: 6/6
Remuneration
Committee: 3/3
Johan
Hammarén
Member of the Board since 2020
Born: 1969
Education: LL.M., Bachelor of Science (Econ.)
Main occupation: Managing Director, Oy Hammarén & Co Ab, board
professional
Independent of the company and non-independent of the
significant shareholder
0 9/9
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 9/9 Audit and Risk
Committee: 6/6
Olli Liitola
Member of the Board since 2019
Born: 1957
Education: M.Sc. (Tech.).
Main occupation: Board professional
Member of the Remuneration Committee
Independent of the company and non-independent of the
significant shareholder
750,000 9/9 Remuneration
Committee: 3/3
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 2024, 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 on
page x.
The Board elects the company’s CEO. The terms and
conditions of the CEO’s service are specified in writing in the
CEO’s service contract, which is approved by the Board. The CEO
manages and supervises the company’s business operations
according to the Finnish Companies Act and in compliance
with the instructions and authorisations issued by the Board.
The CEO shall see to it that the accounts of the company are
in compliance with the law and that its financial affairs have
been arranged in a reliable manner. Generally, the CEO is
independently responsible for the operational activities of the
company and for day-to-day decisions on business activities and
the implementation of these decisions. The CEO appoints the
heads of business areas. The Board approves the recruitment of
the CEO’s immediate subordinates. The CEO cannot be elected
as Chair of the Board.
7. Management Group
The main tasks of the Management Group consist of (i) coordi-
nation 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 2024 are presented in the table below.
CAPMAN ANNUAL REPORT 2024 16
Management Group in 2024
Name Responsibilities Personal information
Shares and share-based rights on
31 Dec 2024
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
As of 1 March 2024
Managing Partner of
CapMan Natural Capital
Born: 1963
Education: Ph.D. (Econ.), M.Sc. (Econ.),
M.Sc. (Forest Econ.)
Gender: Male
Shares: 9,031,217
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
Mika Matikainen
Managing Partner of
CapMan Real Estate
Born: 1975
Education: M. Sc. (Econ), M.Soc.Sc
Gender: Male
Shares: 204,259
Anna Olsson
Head of Sustainability Born: 1982
Education: M.Soc.Sc.
Gender: Female
Shares: 49,160
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
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 organisation
structure, policies, processes, working instructions, allocation
of tasks and responsibilities, approval authorisations, 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 organisation, 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.
CAPMAN ANNUAL REPORT 2024 17
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 and the UK,
and operating the organisation across national borders. CapMan’s
subsidiaries and branches in seven 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 require-
ments. The monthly accounting entries of the most significant
subsidiaries and branches are transferred to the group’s reporting
system on an entry-by-entry level. The other subsidiaries submit
their figures either monthly or quarterly to the group accounting
to be entered to the group reporting system for consolidation.
The reported figures are reviewed by subsidiaries’ accountants
as well as by group accounting team. Group accounting also
monitors the balance sheet and income statement items by
analytically reviewing the figures. The consolidated accounts
of CapMan are prepared in compliance with 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 imple-
mentation 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 2024.
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 trans-
actions is provided to the management. Up-to-date information
relevant for the financial reporting is presented in a timely
manner to the relevant functions such as the Board and the
Management Group. All external communications are carried out
in accordance with the group disclosure policy, which is available
on the company’s website: https://capman.com/shareholders/
governance/policies/
9.5 The organisation and monitoring of internal control
activities
To ensure the effectiveness of internal control pertaining to
financial reporting, monitoring activities are conducted at all
levels of the organisation. Monitoring is performed through
ongoing follow-up activities, separate evaluations or a combi-
nation 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 accounting performs monthly consistency checks
of income statement and balance sheet for subsidiaries and
business areas. The group accounting team also conducts
management fee and cost analysis, quarterly fair value change
checks, impairment and cash flow checks as well as control of
IFRS and other applicable regulatory changes. The Audit and
Risk Committee and the Board regularly review group-level
financial reports, including comparison of actual figures with
prior periods and budgets, other forecasts, monthly cash flow
estimates and covenant levels. In addition, the Audit and Risk
Committee monitors in more detail, among others, the reporting
process (including the management’s discretionary evaluations),
risk management, internal control and audit.
The Risk and Valuations team, which is independent from
the investment teams, is responsible for the quarterly valuation
process, monitoring and forecasting fair value movements and
CAPMAN ANNUAL REPORT 2024 18
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 appli-
cable 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 publi-
cation 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 2024, one whistleblowing report
was received. The report was 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 customarily enter into transac-
tions 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 2024. Ms. Kristina Sandin, APA, acted
as the lead auditor. The audit fees paid to the auditor amounted
to 437,000 euros (371,000 euros 2023) and the fees related
to other non-audit related services amounted to 111,000 euros
(90,000 in 2023).
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 ANNUAL REPORT 2024 19
Hallituksen toimintakertomus
Making growth stories happen
REPORT OF THE BOARD OF DIRECTORS
CAPMAN ANNUAL REPORT 2024 24
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
CONTENTS
Nordic roots,
global handprint.
26 Report of the Board of Directors
33 Shares and shareholders
34 Calculation of Key Ratios
35 Key figures
CAPMAN ANNUAL REPORT 2024 25
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Report of the Board of Directors 2024
Group turnover and result in 2024
CapMan Group’s turnover totalled MEUR 57.6 in the period
spanning 1 January–31 December 2024 (1 January–31
December 2023: MEUR 49.3), up 17% from the comparison
period. The growth was driven by both Fee income and Carried
interest which grew by 15% and 38%, respectively. CapMan
has classified CaPS business as a discontinued operation in the
income statement and restated the comparison periods’ figures
accordingly.
Operating expenses were MEUR 48.7 (MEUR 44.4) with the
main items being:
• Personnel expenses MEUR 33.3 (MEUR 32.2)
• Depreciations and amortisations MEUR 2.4 (MEUR 1.4)
• Other operating expenses MEUR 13.0 (MEUR 10.9).
A large share of the increase in operating expenses was
due to items impacting comparability that mainly consist of
expenses related to the acquisition of Dasos Capital. Comparable
operating expenses were 10% above the comparison period at
MEUR 46.4 (MEUR 42.3).
Fair value changes of investments were MEUR +7.8 (MEUR
–6.1), corresponding to a return of +4.5% (–3.4%) per annum.
Operating profit was MEUR 16.7 (MEUR –1.2). The compa-
rable operating profit was MEUR 19.0 (MEUR 0.8) as Fee profit,
Carried interest, and Fair value changes were all above the
comparison period.
Fee profit increased by 81% from the comparison period due
to Fee income growth and improving relative profitability and was
MEUR 6.9.
The result for the financial year was MEUR 9.4 (MEUR –1.3).
The comparable result for the financial year was MEUR 11.5
(MEUR 0.5).
Turnover, operating profit/loss, and profit/loss by segment
for the year, alternative performance measures as well as
items affecting comparability are described in the Notes to
the Consolidated Financial Statements in section 2 Segment
information.
Assets under management as at 31 December
2024
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.
AUM is impacted by fundraising, exits and fair value changes for
open-ended funds as well as wealth management.
Assets under management were MEUR 6,063 as at 31
December 2024 (31 December 2023: MEUR 5,005). The
increase was due to the acquisition of Dasos Capital, which now
forms the Natural Capital investment area, and some MEUR
570 of new capital raised during the period. Assets under
management per fund type are displayed in Table 1.
Table 1: Assets under management (incl. funds and
mandates)
30.12.24
(MEUR)
31.12.23
(MEUR)
Real Estate 3,090 2,933
Private Equity & Credit 1,080 1,022
Natural Capital 726 n/a
Infra 648 562
Wealth Management 518 488
Total assets under management 6,063 5,005
Management Company business
In its Management Company business, CapMan manages private
asset funds and offers wealth advisory services. Income from the
Management company business is derived from management
fees, wealth advisory fees, property- and asset management fees,
and carried interest received from funds.
Fee income grew by 16% driven by management fee growth
mainly due to the final closings of CapMan Nordic Infrastructure
II and Growth Equity III funds as well as the acquisition of Dasos
Capital completed on 1 March 2024.
Carried interest was received mainly due to exits from the
Nest 2015 fund. Nearly all investments in the fund have now
been exited. In the comparison period, CapMan received Carried
interest mainly from the Growth Equity I fund.
Turnover grew by 18% during the period due to both Fee
income and Carried interest income growth.
Operating expenses grew by 10%. Most of the growth in
operating expenses is explained by the acquisition of Dasos
Capital. Comparable operating profit grew to MEUR 18.3 (MEUR
13.7) mainly due to fee profit growth. Items impacting compa-
rability mainly consist of expenses related to the acquisition of
Dasos Capital.
The fee profit of the segment increased to MEUR 14.0
(MEUR 10.6) driven by fee income growth and improved relative
profitability.
Service business
In the Service business, CapMan no longer have continuing active
businesses. Previously included procurement services (CaPS)
have been classified as a discontinued operation and therefore
removed from the segment information for the reporting and
comparison periods. The remaining part of the Service business
contains the discounting impact of long-term trade receivables
CAPMAN ANNUAL REPORT 2024 26
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
stemming from the earlier advisory services. Until 1 February
2023 the segment also included the since divested JAY Solutions.
As the segment generates no carried interest or fair value
changes, the fee profit equals the operating profit of the
segment, and was MEUR 0.3 (MEUR 0.3).
Investment business
Through its Investment business, CapMan invests from its own
balance sheet in the private markets asset classes and mainly
to its own funds. In addition to own funds, CapMan selectively
invests in private market funds managed by external fund
managers.
Fair value changes were MEUR 7.8 (MEUR –6.1), corre-
sponding to a 4.5% (–3.4%) change in fair value during the
reporting period.
Investments into funds managed by CapMan developed on
average positively contributing MEUR 8.3 (MEUR –0.3), corre-
sponding to a 6.9% (–0.2%) change in fair value, mainly due to
positive development in private equity funds.
Investments into external funds developed negatively with fair
value changes of MEUR –0.5 (MEUR –5.8), corresponding to a
change of –1.0% (–10.1%).
Operating profit for the Investment business was MEUR 6.9
(MEUR –6.6).
Fee loss was MEUR –0.9 (MEUR –0.5). As the segment
generates no fee income, the fee profit equals to the operating
expenses of the segment.
On 31 December 2024 the fair value of CapMan’s fund
investments stood at MEUR 167.2 (MEUR 158.9). Of the total,
MEUR 128.1 (MEUR 108.0) is invested into funds managed by
CapMan and MEUR 39.1 (MEUR 50.9) is invested into external
funds. The value of external fund investments decreased during
the period mainly due to a secondary transaction completed in
December 2024. 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 Notes to the Consolidated Financial Statements
in Section 18 Investments at fair value through profit and loss.
Balance sheet and financial position as at
31 December 2024
CapMan’s balance sheet totalled MEUR 343.3 as at 31
December 2024 (31 December 2023: MEUR 241.5), of which
goodwill amounted to MEUR 30.1 (MEUR 7.9). Cash in hand and
at banks amounted to MEUR 90.1 (MEUR 41.0).
CapMan’s total equity amounted to MEUR 202.6 (MEUR
115.1). The increase in equity was mainly due to the directed
share issue related to the acquisition of Dasos Capital completed
on 1 March 2024. Interest-bearing net debt amounted to MEUR
12.4 (MEUR 52.8). CapMan’s total interest-bearing debt as at 31
December 2024 is outlined in Table 2.
CapMan’s interest bearing debt increased due to the issue of
a MEUR 60.0 sustainability-linked bond maturing in 2029. The
proceeds of the bond were used for the tender offer of the bond
maturing in 2025 and general company purposes.
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 30
December 2024. 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 3.2
(MEUR 12.1). CapMan receives management fees from funds
semi-annually, in January and July, which is shown under working
capital in the cash flow statement.
Cash flow from investments totalled MEUR 59.5 (MEUR
3.5), of which MEUR 59.0 is related to the divestment of CaPS
completed in October 2024. Cash flow from investments also
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 –13.7 (MEUR –30.3).
Sustainability
CapMan’s vision is to become the most responsible private
assets company in the Nordics. A strategic objective is to
integrate sustainability into all operations and implement it in
the product offering, fundraising, investment activities, fund
management, services and the development of personnel and
work environment, among others.
Progress on environmental targets
In January 2024 CapMan made the commitment to achieve net
zero emissions by 2040 for own operations (Scope 1 and 2) and
for CapMan’s overall real estate and infrastructure assets and
portfolio companies (Scope 3) by 2040. For in-use operational
net-zero emissions within the real estate portfolio the target is by
2035.
During January 2024 CapMan also became an inaugural
Task Force on Nature Related Financial Disclosures (TNFD) Early
Table 2: CapMan’s interest bearing debt
Debt amount
31 December 2024 (MEUR) Matures latest Annual interest
Debt amount
31 Dec 2023 (MEUR)
Senior bond (issued in 2020) – Q4 2025 4.00% 50.0 MEUR
Senior bond (issued in 2022) 40 MEUR Q2 2027 4.50% 40.0 MEUR
Senior bond (issued in 2024) 60 MEUR Q2 2029 6.50% -
Long-term credit facility (available) (20 MEUR) Q2 2027 1.725–2.725% (20 MEUR)
CAPMAN ANNUAL REPORT 2024 27
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Adopter. This means that CapMan will start making disclosures
aligned with the TNFD Recommendations in the corporate
reporting by financial year 2024. CapMan is in the process to
develop a proprietary Nature positive approach and assessment
tool for investment areas, and pilots have been conducted in
certain assets and companies to test this approach. During the
fourth quarter, frameworks for Real Estate, Infrastructure and
Private Equity were finalised. In addition, Infrastructure sector
specific transition plans as well as sector agnostic transition
plans for Private Equity were finalised. Lastly, a proprietary
Nature Tool that identifies nature dependencies and impacts and
proposes actions on how to mitigate those was established. The
results of the tool serve as an input to the transition plans that
inform the asset specific risks and opportunities. CapMan Real
Estate hosted and event in Stockholm during the fourth quarter
presenting and discussing the results of the project, focusing on
what moving towards nature positive means for real estate.
During the first quarter of 2024 CapMan Real Estate was
selected among the first companies globally to participate in the
Science Based Targets initiative (SBTi) Buildings pilot test. This
puts CapMan on the forefront of developing tools for decarbon-
isation of buildings. The emission reduction plan was made
during the first quarter and submitted to SBTi for feedback. In
August and September 2024, CapMan was selected to be part
of the piloting of SBTi’s Draft Financial Institution Net Zero
Standard (FINZ), providing us an opportunity to shape the way
how financial institutions, and especially private market investors
set the way for reaching net zero by 2050. CapMan Real Estate
submitted its SBTi net-zero targets for validation in December.
In May 2024, CapMan published its new Sustainability-Linked
Bond Framework under which it can issue securities with a
sustainability-linkage, with KPIs that cover over 90% of CapMan’s
total emissions. In early June 2024, CapMan issued its second
sustainability-linked bond amounting to MEUR 60.
For Real Estate and Infrastructure portfolios, EU Taxonomy
aligned physical climate risk assessments were finalised during
the fourth quarter. In addition, Infrastructure also finalised
transition climate risks for the portfolio.
During the fourth quarter, CapMan partnered with a third-
party provider for carbon removal for business related flights,
which will commence during 2025.
Progress on social and governance targets
CapMan strives to be a diverse, equal, and inclusive work
community. To promote good governance, CapMan has intro-
duced sustainability metrics as part of variable renumeration.
Part of the long-term share-based incentives are determined
following the achievement of sustainability targets.
CapMan’s Management Group with the support of CapMan’s
internal DEI (diversity, equity and inclusion) working group
has continued its systematic work to reach our medium- and
long-term diversity targets. During the first months of the year an
analysis was done to identify the enablers and possible deter-
rents to increase the share of women in investment teams by the
DEI working group interviewing female investment professionals
of different tenures and across investment areas. During the
second quarter of 2024 DEI topics were progressed through
workshops on inclusive practices within CapMan. During the
fourth quarter findings from the beforementioned analyses were
presented to and discussed with the management team.
In the first quarter, a third-party Human Rights Salient Risk
Assessment was finalised, covering CapMan, as well as Real
Estate, Infrastructure, Private Equity, Private Debt and Wealth
teams. During second half of the year, a roadmap with concrete
measures was completed to close identified gaps and align
with the expectations set forth in the UN Guiding Principles on
Business and Human Rights and OECD Guidelines. This included
CapMan Plc, Real Estate practices and guidelines for larger
Infrastructure and Private Equity portfolio companies as well
as SMEs. Implementation of the roadmap commenced during
the fourth quarter. CapMan policies, such as the Sustainable
Investment Policy, Code of Conduct, Supplier Code of Conduct
and Whistleblowing policy were updated to reflect the Human
Rights due diligence implemented, as well as asset class specific
guidance, process documents and tools. This work ensures
alignment with the Minimum Social Safeguards of the EU
Taxonomy.
In June 2024, CapMan’s Board of Directors approved
the double materiality assessment which takes CapMan one
step closer to reaching readiness to report under Corporate
Sustainability Reporting Directive (CSRD), and CapMan’s 2024
sustainability statement will take into consideration the require-
ments from the CSRD.
Key figures 31 December 2024
CapMan’s return on equity was 46.2% on 31 December 2024
(31 December 2023: 2.6%) and the comparable return on equity
was 7.2% (0.4%). Return on investment was 6.5% (–0.5%) and
the comparable return on investment was 7.4% (0.4%). Equity
ratio was 59.0% (47.8%).
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%.
CAPMAN ANNUAL REPORT 2024 28
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Table 3: CapMan’s key figures
31.12.2024 31.12.2023
Earnings per share, cents 39.5 0.8
Diluted, cents 39.3 0.8
Comparable earnings per share from
continuing operations, diluted, cents 4.0 –0.8
Shareholders’ equity / share, cents 116.6 72.6
Share issue adjusted number of shares 173,807,362 158,573,903
Return on equity, % p.a. 46.2 2.6
Return on equity from continuing
operations, comparable, % p.a. 7.2 0.4
Return on investment, % p.a. 6.5 –0.5
Return on investment from continuing
operations, comparable, % p.a. 7.4 0.4
Equity ratio, % 59.0 47.8
Net gearing, % 6.1 45.9
Decisions of the 2024 Annual General Meeting
Decisions of the AGM regarding distribution of funds
CapMan’s 2024 AGM decided, in accordance with the proposal
of the Board of Directors, that a dividend in the total amount
of EUR 0.06 per share, equivalent to a total of approx. MEUR
10.6, would be paid to shareholders based on the balance sheet
adopted for 2023. In addition, the AGM authorised the Board of
Directors to decide on an additional dividend in the maximum
amount of EUR 0.04 per share, equivalent to a total of approx.
MEUR 7.1. The Board of Directors resolved on the additional
dividend on September 18, 2024, and the additional dividend
of EUR 0.04 per share, totalling EUR 7.1 million, was paid on
September 27, 2024. 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 27 March
2024.
Decisions of the AGM regarding the composition of the
Board
CapMan’s 2024 AGM decided that the Board of Directors
comprises six (6) members. Mr. Johan Bygge, Ms. Catarina
Fagerholm, Mr. Johan Hammarén, Ms. Mammu Kaario, Mr. Olli
Liitola and Mr. Joakim Frimodig 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 27 March 2024.
Authorisations given to the Board by the AGM
CapMan’s 2024 AGM authorised the Board of Directors to decide
on the repurchase and/or on the acceptance as pledge of the
company’s own shares as well as on the issuance of shares and
the issuance of special rights entitling to shares referred to in
Chapter 10, Section 1 of the Finnish Companies Act.
The number of own shares to be repurchased and/or
accepted as pledge on the basis of the authorisation shall not
exceed 14,000,000 shares in total, which on the day of the
notice to the Annual General Meeting corresponded to approxi-
mately 8.81% (and on the day of the Annual General Meeting to
approximately 7.93%) of all shares in the company.
The number of shares to be issued on the basis of the
authorisation shall not exceed 14,000,000 shares in total, which
on the day of the notice to the Annual General Meeting corre-
sponded to approximately 8.81% (and on the day of the of the
Annual General Meeting to approximately 7.93%) of all shares in
the company.
The authorisation is effective until the end of the next annual
general meeting, however no longer than until 30 June 2025.
Further details on these authorisations can be found in the
stock exchange release on the decisions taken by the AGM issued
on 27 March 2024.
Authorising the company’s Board of Directors to
decide on charitable contributions
CapMan’s 2024 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 annual general meeting.
The decisions of Annual General Meeting are described in a
more comprehensive manner in the stock exchange release on
the decisions taken by the AGM issued on 27 March 2024.
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.
During the financial year, CapMan issued 17,672,761 new
shares in a directed share issue to the shareholders of Dasos
Capital in connection with the acquisition, increasing CapMan’s
share capital to MEUR 35.2. Consequently, there were two
flagging notices during the year. On 1 March 2024 the holdings
of shares and voting rights of Hozanium Partners Oy exceeded
5% and the holdings of shares and voting rights of Ilmarinen
Mutual Insurance Company fell below 5%.
CAPMAN ANNUAL REPORT 2024 29
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Table 4: Shares and shareholders
31 December
2024
31 December
2023
Shares and share capital
Number of shares outstanding 176,878,210 158,849,387
Share capital, MEUR 35.2 0.8
Company shares
Number of shares held by CapMan 26,299 26,299
Of all shares and votes 0.01% 0.02%
Market value, EUR 44,971 60,225
Trading and market capitalization
Close price, EUR 1.71 2.29
Trade-weighted average price, year to
date, EUR 1.89 2.49
Intra-year high, EUR 2.36 3.09
Intra-year low, EUR 1.67 1.92
No of shares traded, millions 26.3 22.2
Value of shares traded, MEUR 49.7 55.2
Market capitalization, MEUR 303 364
Shareholders
Number of shareholders 28,719 31,157
Personnel
CapMan employed 200 people on average in 2024 (2023
average: 183), of whom 149 (133) worked in Finland and the
remainder in the other Nordic countries, Luxembourg and
the United Kingdom. A breakdown of personnel by country is
presented in the Consolidated Financial Statements, Section 5
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.
CapMan has currently one long-term share-based incentive
scheme (Performance Share Plan). The target group of the
plan consists of approximately 20 key employees, including
the members of the Management Group. The objective of the
Performance Share Plan is to align remuneration with CapMan’s
earnings development and sustainability agenda, to retain
the participants in the company’s service, and to offer them a
competitive reward plan based on owning, earning and accumu-
lating the company’s shares.
In the Performance Share Plan the participants commit to
shareholder value creation by investing a significant amount
in CapMan Plc shares. The prerequisite for receiving a reward
from the plan is that a participant allocates newly acquired
or previously owned company’s shares to the plan. The Board
of Directors determines the maximum allocation for each
participant.
The Performance Share Plan includes three performance
periods that commenced on 1 April 2022. The first period ended
on 31 March 2023, the second period ended on 31 March 2024,
and the third period will end on 31 March 2025. The participants
may earn a performance-based reward from each of the perfor-
mance periods and a matching reward from the 2022–2025
period. The rewards from the plan will be paid in company shares
in 2024, 2025 and 2026.
The performance-based reward from the Performance Share
Plan is based on the company share’s Total Shareholder Return,
the achievement of sustainability targets and on the continuation
of the participant’s employment or service upon reward
payment. The Board shall resolve whether new shares or existing
shares held by the company are given as reward.
More information about the Performance Share Plan can be
found on in the Consolidated Financial Statements, Section 31
Share-based payment.
Other significant events in 2024
In March 2024, CapMan completed the acquisition of Dasos
Capital Oy forming the new CapMan Natural Capital investment
area and Mr. Olli Haltia, Partner at Natural Capital joined
CapMan’s Management Group. The acquisition and related
directed share issue which the Board of Directors of CapMan
decided on March 1st 2024, is described in greater detail on
pages 35–36 in the tables section of this report.
In April 2024, the CapMan Nordic Infrastructure II fund held
its final close reaching EUR 375 million, which is a doubling in
size compared to the Infrastructure I fund. On April 30th the
CapMan Growth Equity III fund made its final close at EUR 130
million.
In May 2024, CapMan resolved on a directed share issue of
356,062 new shares as payment of the reward shares from the
2022 Performance Share Plan to CapMan Group management
and selected key employees.
The reward was earned based on the total shareholder return
of CapMan during the 2022 Performance Share Plan’s first
performance period that commenced on 1 April 2022 and ended
on 31 March 2023. The new shares were registered with the
Trade Register on 7 May 2024.
In May 2024, CapMan established a new Sustainability-Linked
Bond Framework under which it can issue securities with a
sustainability-linkage. The selected KPIs cover over 90% of
CapMan’s total emissions and as such present a strong linkage
to CapMan’s climate work.
In June 2024, CapMan announced final tender offer results for
its outstanding bond due 2025 and issued a MEUR 60 sustain-
ability-linked bond. The proceeds from the new issue were used
for the tender offer of the bond due 2025 and general company
purposes. The issue of the new bond extends the maturity of
CapMan’s loan portfolio significantly.
CAPMAN ANNUAL REPORT 2024 30
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
In September 2024, CapMan’s Board of Directors decided on
the additional dividend of EUR 0.04 per share authorised by the
Annual General Meeting.
In October 2024, CapMan announced the divestment of
service business CaPS for MEUR 75, including an earn-out
consideration of MEUR 5 subject to CaPS reaching certain
operational targets during 2025. The transaction is in line with
CapMan’s strategy and will allow allocating more resources to
accelerate the growth of the core business of private asset fund
management. The transaction had a significant positive impact
on CapMan’s 2024 earnings, liquidity and solidity, with a positive
EPS impact of approximately 33 cents in 2024 and strong cash
flow impact of approximately EUR 64 million, including the
received transaction proceeds and the dividend distributed from
CaPS between signing and closing. The proceeds of the trans-
action will be used to grow the private asset fund management
business, decrease interest bearing debt, and enable strong
dividend distribution during the coming years. In connection
with the divestment, it was announced that CapMan’s Board of
Directors currently expects to propose a total dividend of EUR
0.14 per share to the Annual General Meeting in 2025.
In November, CapMan announced that it will exercise its right
to redeem the outstanding share of EUR 3,951,000 of the EUR
50 million notes issued in 2020 in accordance with clause 7.6
(Clean-up call option) of the terms and conditions of the Notes.
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 https://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
• Acquisition of Dasos Capital has been closed during
Q1–2024 and integration is ongoing.
2. Financial risk
• Poor financial performance
• Insufficient liquidity position
• Failure to obtain financing
• New sustainability-linked bond, issued in Q2 2024,
improves liquidity position and extends the financing
maturity schedule.
• Proceeds received from divestment of a service business
CaPS has positive impact on CapMan’s earnings, liquidity
and solidity.
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
• Fundraising market remains challenging. However,
CapMan Growth Equity III reached its hard cap in final
closing and Infra II nearly doubled its size in its final
closing. Several fundraising projects to be initiated over
the next 12 months.
• Geopolitical uncertainty has increased during the year.
4. Operational risks
• Cyber threats and system errors
• Inadequate or failed processes or controls
• Corruption, fraud or criminal behaviour
• Mistakes
• CapMan has streamlined its operations and divested
non-core businesses, which has reduced the operational
complexity.
5. Regulatory risks
• Adverse changes in the regulatory environment • Increased uncertainty related to changes in tax treatment
of carried interest in Sweden, which may impact the
private assets industry. However, the direct financial
impact on CapMan is estimated to be limited.
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 risk
• Negative public perception • No changes.
CAPMAN ANNUAL REPORT 2024 31
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
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 combined growth objective for the Management Company
and Service businesses is more than 15% p.a. on average. The
objective for return on equity is more than 20% p.a. on average.
CapMan’s equity ratio target is more than 50%.
CapMan expects to achieve these financial objectives gradually
and key figures are expected to show fluctuations on an annual
basis considering the nature of the business.
Proposal of the Board of Directors regarding
distribution of funds
CapMan’s distributable funds amounted to MEUR 88.3 on 31
December 2024. The Board of Directors resolution proposal to
the Annual General Meeting to be held on 25 March 2025 is a
combined proposal of a dividend distribution and an authori-
sation 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 0.14 per share for 2024, which
would amount to MEUR 24.8 in total.
The Board of Directors proposes that a dividend in the total
amount of EUR 0.07 per share, would be paid 3 April 2025.
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 0.07 per share. The Board of
Directors intends to resolve on the additional dividend in its
meeting scheduled for 15 September 2025.
Outlook estimate for 2025
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 2025.
CapMan estimates assets under management to grow in
2025. The company estimates fee profit also to grow in 2025.
These estimations do not include possible items affecting
comparability.
Helsinki, 12 February 2025
CAPMAN PLC
Board of Directors
CAPMAN ANNUAL REPORT 2024 32
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
CapMan’s largest shareholders as at 31 December 2024
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 7,234,635 4.09%
Dolobratos Oy Ab 5,442,698 3.08%
Keskinäinen työeläkevakuutusyhtiö Varma 3,675,215 2.08%
Joensuun Kauppa Ja Kone Oy 3,296,466 1.86%
Vesasco Oy 3,088,469 1.75%
Valtion Eläkerahasto 2,500,000 1.41%
Keskinäinen Työeläkevakuutusyhtiö Elo 2,212,000 1.25%
10 shareholder total 67,814,469 38.34%
Total 176,878,210 100.00%
Nominee registered 5,530,780 3.13%
Shareholdings of management 13,126,190 7.42%
One flagging notification was issued during the financial year: on 1 March 2024, The holdings of
shares and voting rights of Hozanium Partners Oy exceeded 5% and the holdings of shares and
voting rights of Ilmarinen Mutual Insurance Company fell below 5%. 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
2024
Shareholding
Number of
Owners %
Number of
shares %
1–100 5,176 18.02% 235,144 0.13%
101–1,000 12,958 45.12% 6,197,131 3.50%
10,01–10,000 9,257 32.23% 29,602,137 16.74%
10,001–100,000 1,200 4.18% 28,673,234 16.21%
100,001–1,000,000 108 0.38% 28,166,397 15.92%
1,000,001– 20 0.07% 83,985,458 47.48%
On the book-entry register joint
account 18,709 0.01%
Total 28,719 100.00% 176,878,210 100.00%
of which Nominee registered 5,530,780 3.13%
Sector
Number of
shares and votes %
Non-Finnish holders 316,279 0.18%
Corporations 63,086,902 35.67%
Households 80,309,650 45.40%
Non-profit and public sector institutions 19,795,917 11.19%
Financial and insurance corporations 7,819,973 4.42%
Nominee registered 5,530,780 3.13%
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%
Source: EuroClear Finland Ltd, as at 31 December 2024. Figures are based on the total number of shares
176,878,210 and total number of shareholders 28,719. CapMan Plc had 26,299 shares as at 31 December
2024.
Shares and shareholders
CAPMAN ANNUAL REPORT 2024 33
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
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
Shareholders’ equity (average, incl. non-controlling interest)
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)
Return on investment (ROI), % =
Profit before taxes from continuing operations + financial income and expenses
× 100
Total shareholders’ equity + interest-bearing debt (average)
Comparable return on investment (ROI), % =
Comparable profit before taxes from continuing operations + financial income and expenses
× 100
Total shareholders’ equity + interest-bearing debt (average)
Equity ratio, % =
Total shareholders’ equity
× 100
Balance sheet total – advances received
Net gearing, % =
Net interest-bearing liabilities
× 100
Shareholders’ equity
Earnings per share (EPS) =
Profit/loss for the financial year attributable to the equity holders of the parent company
Share issue adjusted number of shares (average)
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
Share issue adjusted number of shares (average)
Shareholders’ equity per share =
Shareholders’ equity attributable to the equity holders of the parent company
Undiluted number of shares at the end of the financial year
Dividend and return of equity per share =
Dividend and repayment of equity distribution decided by the Annual General Meeting
Dividend per earnings, % =
Dividend and return of equity per share
× 100
Earnings per share
CAPMAN ANNUAL REPORT 2024 34
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Key Performance Indicators for CapMan Group
MEUR
2020
restated
1)
2021
restated
1)
2022
restated
1)
2023
restated
1)
2024
Continuing operations
Turnover 36.9 46.0 58.9 49.3 57.6
Management fees 29.0 36.6 38.8 39.0 45.9
Sale of services 7.0 6.6 10.5 7.1 7.4
Carried interest 0.9 2.9 9.6 3.1 4.3
Other operating income 0.1 0.0 0.0 0.1 0.0
Operating expenses –33.2 –40.2 –47.9 –44.5 –48.8
Fair value gains/losses of investments 4.4 33.9 36.5 –6.1 7.8
Operating profit 8.1 39.7 47.6 –1.2 16.7
Comparable operating profit 8.1 39.7 50.2 0.8 19.0
Fee profit 2.8 2.9 4.1 3.8 6.9
Financial income and expenses –3.1 –4.0 –5.5 –0.7 –4.3
Profit before taxes 5.0 35.7 42.1 –1.9 12.3
Profit for the financial year from continuing operations 2.9 31.4 36.7 –1.3 9.4
Return on equity (ROE), %
2)
5.2 29.4 30.5 2.6 46.2
Return on investment (ROI), comparable, from continuing operations, % 2.4 26.1 29.1 0.4 7.2
Sijoitetun pääoman tuotto jatkuvista toiminnoista, % 4.1 18.8 20.7 –0.5 6.5
Vertailukelpoinen sijoitetun pääoman tuotto jatkuvista toiminnoista, % 3.6 17.2 20.7 0.4 7.4
Equity ratio, % 51.9 53.3 52.7 47.8 59.0
Net gearing, % 22.5 14.0 26.3 45.9 6.1
Dividends and return of capital paid
3)
21.9 23.6 26.9 17.7 24.8
Personnel
2)
146 161 186 183 200
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 2024.
Key figures
CAPMAN ANNUAL REPORT 2024 35
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Key Ratios Per Share
2020 2021 2022 2023 2024
Earnings per share, cents 3.3 21.9 25.1 0.8 39.5
Diluted earnings per share, cents 3.3 21.4 24.8 0.8 39.3
Earnings per share from continuing operations, cents 1.2 19.5 22.5 –1.9 2.8
Diluted earnings per share from continuing operations, cents 1.2 19.0 22.2 –1.9 2.8
Comparable diluted earnings per share from continuing operations, cents 1.2 19.0 23.9 –0.8 4.0
Shareholders' equity/share, cents 72.7 81.4 90.2 72.6 116.6
Dividend/share, cents
1)
14.0 15.0 17.0 10.0 14.0
Dividend/earnings, %
1)
424.2 68.5 67.7 1,250.0 35.4
Average share issue adjusted number of shares during the financial year ('000) 155,797 156,580 157,560 158,574 173,807
Share issue adjusted number of shares at year-end ('000) 156,459 156,617 158,055 158,849 176,878
Number of shares outstanding ('000) 156,433 156,591 158,029 158,823 176,852
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.
CAPMAN ANNUAL REPORT 2024
36
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Tilinpäätös
Making long-term value happen
FINANCIAL STATEMENTS
CAPMAN ANNUAL REPORT 2024 37
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Financial Statements
Group Statement of Comprehensive Income (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Group Balance Sheet (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Group Statement of Changes in Equity (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Group Cash Flow Statement (IFRS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
1 . Accounting policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
2 . Segment information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
3 . Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
4 . Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
5 . Employee benefit expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
6 . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
7 . Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8 . Adjustments to cash flow statement and total cash outflow for leases . . . . . 54
9 . Fair value gains/losses of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
10 . Finance income and costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
11 . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
12 . Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
13 . Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
14 . Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
15 . Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
16 . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
17 . Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
18 . Investments at fair value through profit or loss . . . . . . . . . . . . . . . . . . . . . . . 60
19 . Receivables – Non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
20 . Deferred tax assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
21 . Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
22 . Financial assets at fair value through profit or loss . . . . . . . . . . . . . . . . . . . . 62
23 . Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
24 . Share capital and shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
25 . Interest-bearing loans and borrowings - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
26 . Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
27 . Trade and other payables – Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
28 . Interest-bearing loans and borrowings – Current . . . . . . . . . . . . . . . . . . . . . . 64
29 . Financial assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
30 . Commitments and contingent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
31 . Share-based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
32 . Related party disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
33 . 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
CAPMAN ANNUAL REPORT 2024 38
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
1.1.–31.12.2023
1,000
EUR
Note
1.1.–31.12.2024
restated
Continuing operations:
Management fees
45,892
39,034
services
7,411
7,145
Carried interest
4,318
3,126
Turnover
2, 3
57,621
49,305
Other operating income
4
6
76
Employee benefit expenses
5
–33,330
–32,169
Depreciation, amortisation and impairment
6
–2,444
–1,393
Other operating expenses
7
–12,981
–10,899
Fair value gains/losses of
investments
9
7,789
–6,115
Operating profit
16,660
–1,196
Financial income and expenses
10
–4,324
–696
Result before taxes (Continuing operations)
12,336
–1,892
Income taxes
11
–2,952
607
Profit for the financial year (Continuing operations)
9,385
–1,285
Group Statement of Comprehensive Income (IFRS)
The Notes are an integral part of the Financial Statements .
1.1.–31.12.2023
1,000
EUR
Note
1.1.–31.12.2024
restated
Discontinued operations:
Result after taxes from discontinued operations
13
64,081
4,677
Result for the period
73,466
3,392
Other comprehensive income: Items that may be
subsequently reclassified to profit or loss
Translation difference
–84
11
Total comprehensive income
73,382
3,403
Profit attributable to:
Equity holders of
the Company
68,573
1,346
Non-controlling interest
4,893
2,047
Total comprehensive income attributable to:
Equity holders of
the Company
68,489
1,356
Non-controlling interest
4,893
2,047
Earnings per share for profit attributable to the equity
holders of the Company:
Earnings per share (basic), cents
12
39 .5
0 .8
Earnings per share (diluted), cents
12
39 .3
0 .8
Earnings per share from continuing operations for profit
attributable to the equity holders of the Company:
Earnings per share, cents
2 .8
–1 .9
Diluted, cents
2 .8
–1 .9
CAPMAN ANNUAL REPORT 2024 39
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Group Balance Sheet (IFRS)
The Notes are an integral part of the Financial Statements .
1,000
EUR
Note
31.12.2024
31.12.2023
ASSETS
Non-current assets
Tangible assets
15
2,931
4,142
Goodwill
16
30,135
7,886
Other intangible assets
17
12,388
10
Investments at fair value through profit and loss
18
Investments in funds
167,221
158,907
Other financial assets
571
508
Receivables
19
7,052
6,525
Deferred tax assets
20
1,733
1,896
222,031
179,874
Current assets
Trade and other receivables
21
27,360
20,382
Financial assets at fair value through profit or loss
22
3,790
275
Cash and bank
23
90,142
41,017
121,292
61,674
Total assets
343,322
241,547
1,000
EUR
Note
31.12.2024
31.12.2023
EQUITY AND LIABILITIES
Equity attributable to the Company’s equity holders
24
Share capital
35,198
772
Share premium account
38,968
38,968
Other reserves
21,114
21,114
Translation difference
–653
–570
Retained earnings
104,166
52,914
Total equity attributable to the Company’s equity holders
198,793
113,197
Non-controlling interests
3,775
1,928
Total equity
202,568
115,125
Non-current liabilities
Deferred tax liabilities
20
8,536
5,991
Interest-bearing loans and borrowings
25
101,262
92,470
Other non-current liabilities
26
547
484
110,345
98,945
Current liabilities
Trade and other payables
27
19,378
24,155
Interest-bearing loans and borrowings
28
1,271
1,386
Current income tax liabilities
9,760
1,936
30,409
27,477
Total liabilities
140,754
126,422
Total equity and liabilities
343,322
241,547
CAPMAN ANNUAL REPORT 2024 40
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Attributable to the equity holders of the Company
Share premium Translation Non-controlling
1,000
EUR
Note
Share capital
account
Other reserves
difference
Retained earnings
Total
interests
Equity on 1 January 2023
24
772
38,968
35,425
–582
65,473
140,056
2,088
Profit for the year
1,346
1,346
2,047
Other comprehensive income for the year
Currency translation differences
11
11
Total comprehensive income for the year
11
1,346
1,357
2,047
Performance Share Plan
–1,148
–1,148
Dividends and return of
capital
–14,312
–12,819
–27,131
–2043
Transactions with non-controlling interests
62
62
–163
Equity on 31 December 2023
24
772
38,968
21,114
–570
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 related to business combination
14
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
0
Equity on 31 December 2024
24
35,198
38,968
21,114
–653
104,166
198,793
3,775
The Notes are an integral part of the Financial Statements .
Group Statement of Changes in Equity (IFRS)
CAPMAN ANNUAL REPORT 2024 41
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Group Cash Flow Statement (IFRS)
1,000
EUR
Note
1.1.–31.12.2024
1.1.–31.12.2023
Cash flow from operations
Profit for the financial year
73,466
3,392
Adjustments on cash flow statement
8
–54,595
9,666
Change in working capital:
Change in current non-interest-bearing receivables
–4,505
6,319
Change in current trade payables and other
non-interest-bearing liabilities
–3,130
–263
Interest paid
–3,661
–4,373
Taxes paid
–4,391
–2,658
Cash flow from operating activities
3,185
12,084
Cash flow from investing activities
Acquisition of
subsidiaries
1,695
–207
Proceeds from sale of
subsidiaries
59,068
4,202
Investments in tangible and intangible assets
–47
–26
Investments at fair value through profit and loss
–2,241
172
Long-term loan receivables granted
–1,492
–1,522
Receivables from long-term receivables
1,084
47
Interest received
1,425
786
Cash flow from investing activities
59,492
3,452
The Notes are an integral part of the Financial Statements .
1,000
EUR
Note
1.1.–31.12.2024
1.1.–31.12.2023
Cash flow from financing activities
Proceeds from borrowings
29
59,668
11
Repayment of
long-term loan
29
–50,102
0
Payment of lease liabilities
–1,267
–1,165
Dividends paid and return of
capital
–22,004
–29,194
Cash flow from other financing items
0
31
Cash flow from financing activities
–13,705
–30,317
Change in cash and cash equivalents
48,972
–14,782
Cash and cash equivalents at start
of
year
41,017
55,944
Translation difference
153
–146
Cash and cash equivalents at end of year
23
90,142
41,017
CAPMAN ANNUAL REPORT 2024 42
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Group information
CapMan’s business comprise of private equity fund management
and advisory services, as well as investment business. In the
Management Company Business, the funds managed by CapMan
make investments in Nordic companies and in real estate and
infrastructure assets in the Nordic countries. The Management
Company Business also includes the wealth services offered
to smaller investors. At the moment, CapMan does not have
active continuing businesses in the Service Business. Through
its investment business, CapMan invests in the private equity
asset class, mainly in its own funds, but also selectively in funds
managed by external fund managers.
The parent company of the Group is CapMan Plc and
is domiciled in Helsinki, with a registered office address at
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 2024 have been
approved for publication by CapMan Plc’s Board of Directors
on February 12, 2025. 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, 2024 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 infor-
mation in the Consolidated Financial Statements is presented in
thousands of euros. Figures in the accounts have been rounded
and consequently the sum of individual figures can deviate from
the presented sum figure .
New and amended standards and interpretations
applied in financial year ended
The Group has applied the following amended standards and
interpretations that have come into effect as of January 1, 2024.
• Amendments to IAS 7 Statement of Cash Flows and IFRS
7 Financial Instruments: Disclosures, which introduced
disclosure requirements about a company’s supplier finance
arrangements.
• Amendments to IAS 1 Presentation of Financial Statements,
which specify how a company is to determine, in the statement
of financial position, debt and other liabilities with an
uncertain settlement date.
• Amendments to IFRS 16 Leases, which specify how the
seller-lessee subsequently measures sale and leaseback
transactions.
The above mentioned 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 to have a
limited impact on the structure and subtotals of the consolidated
income statement and disclosures given with regards to
management- defined performance measures, but does not
expect other 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;
• 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.
Notes to the Consolidated Financial Statements
CAPMAN ANNUAL REPORT 2024 43
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
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.
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 invest-
ments 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/
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
Operating segments are reported in accordance with internal
reporting presented to the chief operating decision maker.
The latter is responsible for allocating resources to operating
segments and evaluating their performance and is defined as
the Group’s Management Group, which is responsible for taking
strategic decisions affecting CapMan.
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.
CAPMAN ANNUAL REPORT 2024 44
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
In the consolidated financial statements, the income state-
ments of subsidiaries that use a functional currency other than
the euro are translated into euros using the average rates for the
accounting period. Their balance sheets are translated using the
closing rate on the balance sheet date. All resulting exchange
differences are recognised in other comprehensive income.
Translation differences caused by changes in exchange rates
for the cumulative shareholders’ equity of foreign 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 equipment 4–5 years
Other long-term expenditure 4–5 years
The residual values and useful lives of assets are reviewed on
every balance sheet date and adjusted to reflect changes in the
expected economic benefits where necessary.
Tangible assets include right-of-use assets measured in
accordance with IFRS 16, which are disclosed in the notes. More
information on these items is included in chapter Leases of
Accounting Policies .
Intangible assets
Goodwill
Goodwill acquired in a business merger is booked as the sum paid
for a holding, the holding held by owners with a non-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. Goodwill is monitored at operating segment level .
Other intangible assets
Intangible assets acquired separately are measured on initial
recognition at cost. Intangible assets are recognised in the
balance sheet only if the cost of the asset can be measured
reliably and if it is probable that the future economic benefits
attributable to the asset will flow to the Group.
Agreements and trademarks acquired in business mergers
are booked at fair value at the time of acquisition. As they have
a limited life, they are booked in the balance sheet at acquisition
cost minus accumulated write-offs. IT systems are expensed on
the basis of the costs associated with acquiring and installing the
software concerned. Depreciation is spread across the financial
life of the relevant software licences. 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 trademarks 5–10 years
Other intangible assets 3–5 years
Impairment of assets
The Group reviews all assets for indications that their value may
be impaired on each balance sheet date. If such indication is
found to exist, the recoverable amount of the asset in question
is estimated. The recoverable amount for goodwill is measured
annually independent of indications of impairment.
The need for impairment is assessed on the level of cash-gen-
erating units, in other words at the smallest identifiable group of
assets that is largely independent of other units and cash inflows
from other assets. The recoverable amount is the fair value of an
asset, less costs to sell or value in use. Value in use refers to the
expected future net cash flow projections, which are discounted
to the present value, received from the asset in question or the
cash-generating unit. The discount rate used in measuring value
in use is the rate that reflects current market assessments of
the time value of money and the risks specific to the asset.
Impairment is recorded in the income statement as an expense.
The recoverable amount for financial assets is either the fair value
or the present value of expected future cash flows discounted by
the initial effective interest rate.
An impairment loss is recognised whenever the recoverable
amount of an asset is below the carrying amount, and it is
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 of
the Management Company Business and Service Business are
classified as financial assets at amortised cost, because they
are held solely in order to collect contractual cash flows, which
are solely payments of principal and interest. 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 instruments
included in the Investment Business are held for both selling
purposes and collecting contractual cash flows (principal and
interest), and the Group designates these assets as measured at
CAPMAN ANNUAL REPORT 2024 45
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
fair value through profit or loss, in order to reduce inconsistency
with regards to recognizing gains and losses of financial assets
within the Investment Business, because the Group as an
investment entity manages and monitors the performance of
these investments based on fair values according to group’s
investment strategy.
Transaction costs are reported in the initial cost of financial
assets, excluding items valued at fair value through profit or loss.
All purchases and sales of financial instruments are recognised
on the trade date. An asset is eligible for derecognition and
removed from the balance sheet when the Group has transferred
the contractual rights to receive the cash flows or when it
has substantially transferred all of the risks and rewards of
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 as held for
trading, 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 the Investment Business.
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 compre-
hensive 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 inter-
est-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-in-
terest-bearing trade receivables and interest-bearing loan
receivables of the Management Company Business and Service
Business. These financial assets are held solely in order to collect
contractual cash flows, and whose payments are fixed or deter-
minable and which are not quoted in an active market. 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 recog-
nition in case the contractual payments of principal and interest
are dependent on the cash proceeds the borrower receives from
the underlying investments. In these cases, the borrower is
considered to have a strong capacity to meet its contractual cash
flow obligations in the near term. It is considered that there has
been a significant increase in the credit risk, if the contractual
payments have become more than 30 days past due, and a
default event has occurred, if the payment is more than 90 days
past due, unless resulting from an administrative oversight.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise
cash in banks and in hand, 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
CAPMAN ANNUAL REPORT 2024 46
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
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 subse-
quently 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.
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 31. 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 and service fees in the Management
Company Business
As a fund manager, CapMan receives management fees during a
fund’s entire period of operations. Management fee is a 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 .
CAPMAN ANNUAL REPORT 2024 47
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Management company business also includes 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.
Fees in the Service Business
CapMan’s Service Business does not any more include continuing
active businesses. Procurement services provided by CapMan
Procurement services (CaPS) were sold in 2024 and classified
as discontinued operations. Until February 1, 2023, Service
business also included JAY Solutions, which offered reporting
and back office services to investors. Fee from these services are
primarily recognised over time.
Some of the contracts with customers related to the
fundraising services earlier included in the Service Business
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.
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 amorti-
sation 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
CAPMAN ANNUAL REPORT 2024 48
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
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
presented under the Segment information in the Note 2.
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 state-
ments 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
2. Segment information
CapMan has three operating segments: the Management company
business, Service business and Investments business. Segment
information only includes continuing operations.
In the Management Company business, CapMan manages
private equity funds and offers wealth advisory services. Private
equity funds are invested by its partnership-based investment
teams. Investments are mainly Nordic unlisted companies, real
estate and infrastructure assets. CapMan raises capital for the
funds from Nordic and international investors. CapMan Wealth
offer comprehensive wealth advisory services related to the listed
and unlisted market to smaller investors, such as family offices,
smaller institutions and high net worth individuals. Income
from the Management company business is derived from fee
income and carried interest received from funds. The fee income
include management fees related to CapMan’s position as a fund
management company, fees from other services closely related to
fund management and fees from wealth advisory services.
In the Service business, CapMan no more has continuing active
businesses. Previously included procurement services (CaPS) have
been classified as a discontinued operation and therefore removed
from the segment information for the reporting and comparison
periods. The remaining part of the Service business contains the
discounting impact of long-term trade receivables stemming from
the earlier advisory services that were offered to private equity
investors. In the comparison year, until February 1, 2023, Service
business also included JAY Solutions, which offered reporting and
back office services to investors.
Through its Investment business, CapMan invests from its own
balance sheet in the private equity asset class and mainly to its own
funds. Income in this business segment is generated by changes in
the fair value of investments and realised returns following exits and
periodic returns, such as interest and dividends.
Other includes the corporate functions not allocated to operating
segments. These functions include part of the activities of group
accounting, corporate communications, group management and
costs related to share-based payment. Other also includes the
eliminations of the intersegment transactions.
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 33.
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 16.
CAPMAN ANNUAL REPORT 2024 49
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
2024 Management 2024 Management
company Service Investment company Service Investment
1,000
EUR
business business
business
Other
Total
1,000
EUR
business business
business
Total
Continuing operations: Items impacting comparability:
Fee income
52,443
266
593
53,303
Purchase price allocation
Carried interest
4,318
4,318
amortisations
905
Turnover
56,761
266
593
57,621
Reorganisation costs
126
Turnover, internal
Acquisition related expenses
1,083
Items impacting comparability, total
2,114
Comparable result for the year
11,498
Materials and services
0
0
0
Other operating income
5
1
6
Earnings per share, cents
2.8
Personnel expenses, of which
–24,474
0
–584
–8,272
–33,330
Items impacting comparability, cents
1.2
Comparable earnings per share, cents
4.0
Salaries and bonuses
–24,474
0
–584
–7,660
–32,718
Share-based payment
–612
–612
Earnings per share, diluted, cents
2.8
Depreciation, amortisation and
impairment
–2,096
0
–12
–336
–2,444
Items impacting comparability, cents
1.2
Other operating expenses
–7,696
0
–286
–4,999
–12,981
Comparable earnings per share,
diluted, cents
4.0
Internal service fees
–5,304
5,304
Fair value changes of investments
7,789
7,789
Fee profit:
Operating profit
17,196
266
6,907
–7,708
16,660
Comparable operating profit
18,337
266
6,907
–6,473
19,037
Less:
Items impacting comparability:
Carried interest
–4,318
–4,318
Purchase price allocation
Fair value changes of investments
–7,789
–7,789
amortisations
1,132
1,132
Fee profit
14,019
266
–882
–6,473
6,930
Reorganisation costs
10
147
157
Acquisition related expenses
1,088
1,088
turnover:
Geographical distribution of
Items impacting comparability, total
1,141
1,235
2,377
Finland
36,799
Comparable operating profit
18,337
266
6,907
–6,473
19,037
Other countries
20,821
Total
57,621
Financial items
–4,324
Income taxes
–2,952
Result for the year
9,385
CAPMAN ANNUAL REPORT 2024 50
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
2023 restated Management 2023 restated Management
company Service Investment company Service Investment
1,000
EUR
business business
business
Other
Total
1,000
EUR
business business
business
Total
Continuing operations: Items impacting comparability:
Fee income
45,108
547
524
46,179
Reorganisation costs
1179
Carried interest
3,126
3,126
Acquisition related expenses
566
Turnover
48,234
547
524
49,305
Items impacting comparability, total
1,744
Turnover, internal
3
44
–46
Comparable result for the year
460
Materials and services
0
0
Earnings per share, cents
–1.9
Other operating income
57
19
76
Items impacting comparability, cents
1.1
Comparable earnings per share, cents
–0.8
Personnel expenses, of which
–23,548
–147
–346
–8,129
–32,169
Salaries and bonuses
–23,548
–147
–346
–7,160
–31,199
Earnings per share, diluted, cents
–1.9
Share-based payment
0
–970
–970
Items impacting comparability, cents
1.1
Depreciation, amortisation and Comparable earnings per share,
impairment
–1,048
–29
–14
–302
–1,393
diluted, cents
–0.8
Other operating expenses
–6,648
–174
–139
–3,938
–10,899
Internal service fees
–4,781
–3
4,783
0
Fee profit:
Fair value changes of investments
–6,115
0
–6,115
Comparable operating profit (loss)
13,678
295
–6,614
–6,512
847
Less:
Operating profit (loss)
12,212
295
–6,614
–7,089
–1,196
Carried interest
–3,126
–3,126
Fair value changes of investments
6,115
0
6,115
Items impacting comparability:
Fee profit (loss)
10,552
295
–499
–6,512
3,836
Reorganisation costs
1,466
12
1,478
Acquisition related expenses
566
566
turnover:
Geographical distribution of
Items impacting comparability, total
1,466
577
2,043
Finland
30,868
Comparable operating profit (loss)
13,678
295
–6,614
–6,512
847
Other countries
18,437
Total
49,305
Financial items
–696
Income taxes
607
Result for the year
–1,285
CAPMAN ANNUAL REPORT 2024 51
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
3. Turnover
Revenue from contracts with customers include management fees, service fees and carried interest.
Management company business revenue is primarily related to long-term contracts. Management
fees are typically recorded over time, whereas service fees include both transaction fees recorded
at a point in time and other service fees, such as fees from wealth and asset management services,
recorded over time. Carried interest is recognised at a point in time. Revenue from the Service
business is based on long-term contracts and includes solely fees recognised over time. Segment
information disclosed in Note 2 provides more information on the businesses included in each
reportable segment.
The below table disaggregates the revenue into management fees, fees from services and carried
interest, as well as timing of revenue recognition by reportable segment.
2024 Management
company Service Investment
1,000
EUR
business business
business
Other
Total
Management fees
45,892
45,892
Service fees
6,551
266
593
7,411
Carried interest
4,318
4,318
Revenue from customer contracts,
external
56,761
266
593
57,621
Timing of
Services transferred over time
revenue recognition:
52,127
266
593
52,987
Services transferred at a point in
time
4,634
4,634
Revenue from customer contracts,
external
56,761
266
593
57,621
2023 restated Management
company Service Investment
1,000
EUR
business business
business
Other
Total
Management fees
39,034
39,034
Service fees
6,074
547
524
7,145
Carried interest
3,126
3,126
Revenue from customer contracts,
external
48,234
547
524
49,305
Timing of
Services transferred over time
revenue recognition:
44,445
547
524
45,516
Services transferred at a point in
time
3,788
3,788
Revenue from customer contracts,
external
48,234
547
524
49,305
4. Other operating income
2024
2023 restated
Other items
6
76
Total
6
76
CAPMAN ANNUAL REPORT 2024 52
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
5. Employee benefit expenses
1,000
EUR
2024
2023 restated
Salaries and wages
27,979
26,462
Pension expenses – defined contribution plans
3,249
3,717
Share-based payments
612
970
Other personnel expenses
1,489
1,021
Total
33,330
32,169
Remuneration of the management is presented in Note 32. 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 31.
Average number of people employed
2024
2023
By country
Finland
149
133
Sweden
27
28
Denmark
12
10
Norway
2
2
Luxembourg
3
3
United Kingdom
7
7
In total
200
183
By segment
Management company business
137
119
Service business
10
13
Investment business and other
54
51
In total
200
183
6. Depreciation
1,000
EUR
2024
2023 restated
Depreciation by asset type
Intangible assets
Other intangible assets
1158
86
Total
1,158
86
Tangible assets
Machinery and equipment
76
87
Right-of-use assets, buildings (IFRS 16)
1,211
1,209
Right-of-use assets, machinery and equipment (IFRS 16)
0
11
Total
1,287
1,307
Total depreciation
2,444
1,393
Impairment by asset type
Goodwill
0
0
Total impairments
0
0
7. Other operating expenses
1,000
EUR
2024
2023 restated
Included in other operating expenses:
Other personnel expenses
1,436
1,283
Office expenses
684
611
Travelling and entertainment
1,055
1,263
External services
6,784
5,894
Other operating expenses
3,024
1,848
Total
12,981
10,899
Short-term lease expense (IFRS 16)
145
96
Expense for leases of low-value assets (IFRS 16)
121
173
CAPMAN ANNUAL REPORT 2024 53
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Audit fees
Ernst & Young chain of companies: 1,000 EUR
2024
2023
Audit fees
437
371
Tax advisory services
19
57
Other fees and services
92
33
Total
548
461
Non-audit services performed by Ernst & Young in 2024 were 111 thousand euros (2023: 90
thousand euros in total) and included 19 (57) thousand euros of tax advisory services and 19 (57)
thousand euros of other fees and services in total.
In 2024 audit fees included 27 thousand euros (2023: 28) fees related to discontinuing operations
8. Adjustments to cash flow statement and total cash outflow for leases
1,000
EUR
2024
2023 restated
Personnel expenses
612
970
Depreciation, amortisation and write-downs
2,535
1,491
Fair value gains/losses of
investments
–7,789
6,115
Gain on sale of
subsidiaries
–64,025
0
Finance income and costs
4,330
687
Costs related to acquisitions and disposals
5,672
–71
Taxes
4,035
618
Other adjustments
35
–144
Total
–54,595
9,666
Total cash outflow for leases (IFRS 16)
–1,386
–1,333
9. Fair value gains/losses of investments
1,000
EUR
2024
2023 restated
Investments at fair value through profit and loss
Investments in funds
7,789
–6,115
Total
7,789
–6,115
10. Finance income and costs
1,000
EUR
2024
2023 restated
Finance income
Interest income from loan receivables
1,582
1,036
Exchange gains
161
17
Change in fair value of financial liabilities
0
3,122
Other financing income
187
Total
1,930
4,174
Finance costs
Interest expenses for loans
–5,213
–3,809
Change of expected credit losses
–2
–68
Other interest and finance expenses
–548
–571
Interest expense of lease liabilities (IFRS 16)
–118
–168
Exchange losses
–179
–254
Total
–6,253
–4,870
CAPMAN ANNUAL REPORT 2024 54
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
11. Income taxes
1,000
EUR
2024
2023 restated
Current income tax
3,280
1,840
Taxes for previous years
–25
84
Deferred taxes
Temporary differences
–303
–2,531
Total
2,952
–607
Income tax reconcilliation
1,000
EUR
2024
2023
Profit before taxes
12,336
–1,892
Tax calculated at the domestic corporation tax rate of
20%
2,467
–378
Effect of
different tax rates outside Finland
80
90
Tax exempt income
–1,337
–1,217
Performance share plan
5
–230
Ohter non-deductible expenses
577
158
Unrecognized tax assets on tax losses and use of previously unrecognised
tax losses
1,082
931
Taxes for previous years
–24
83
Other differences
102
–44
Income taxes in the Group Income Statement
2,952
–607
2024
2023 restated
Continuing and discontinued operations in total:
Result for the financial year, (1,000 EUR)
73,466
3,392
Result attributable to the non-controlling interest, (1,000 EUR)
–4,893
–2,047
Result attributable to the equity holders of
Continuing operations:
the Company, (1,000 EUR)
68,573
1,346
Result for the financial year from continuing operations, (1,000 EUR)
9,385
–1,285
Result attributable to the non-controlling interest from continuing operations,
(1,000
EUR)
–4,579
–1,707
Result attributable to the equity holders of
operations, (1,000 EUR)
the Company from continuing
4,806
–2,992
Weighted average number of shares (’000)
173,807
158,574
Treasury shares (’000)
–26
–26
Weighted average number of shares (’000)
173,781
158,548
Effect of
share-based incentive plans (’000)
599
1,184
Weighted average number of shares adjusted for the effect of dilution (’000)
174,380
159,731
Earnings per share attributable to the equity holders of the Company:
Earnings per share (undiluted), cents
39.5
0.8
Earnings per share (diluted), cents
39.3
0.8
Earnings per share from continuing operations attributable to the equity
holders of the Company:
Earnings per share from continuing operations (undiluted), cents
2.8
–1.9
Earnings per share from continuing operations (diluted), cents
2.8
–1.9
12. Earnings per share
Undiluted earnings per share is calculated by dividing the distributable retained profit for the
financial year by the average share issue adjusted number of shares, excluding shares that have
been purchased by the Company and are presented as the Company’s own shares. 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.
CAPMAN ANNUAL REPORT 2024 55
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
13. 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.
CapMan has classified CaPS business as a discontinued operation in the income statement and
restated the comparison periods’ income statement and segment information accordingly. Advisory
expenses and success bonuses relating to the disposal of CaPS have been included in the net gain
on disposal of the discontinued operations. CaPS comprised the majority of CapMan’s reporting
segment Service Business, and after disposal there are no actively managed operations left in the
Service Business. The remaining items in the Service Business turnover relate to income impact from
discounted long-term trade receivables stemming from the former private equity advisory services.
Below table summarises the income statement by line item from discontinued operations for the
financial and comparison year:
1,000
EUR
2024
2023
Turnover, external
9,533
10,059
Other operating income
3
3
Operating expenses
–4,388
–4,169
Operating profit
5,148
5,893
Financial income and expenses
–7
9
Gain on sale from discontinued operations*
60,025
Profit before taxes
65,166
5,902
Income taxes
related to ordinary business
–1,083
–1,225
related to disposal
0
Profit after taxes
64,083
4,677
*less advisory and success fees
Below table sets forth the share of cash flows attributable to discontinued operations:
1,000
EUR
2024
2023
Cash flow from operating activities
4,131
5,028
Cash flow from investing activities
59,039
0
Cash flow from financing activities
–628
–295
14. Acquisitions
On 21 December 2023, CapMan signed an agreement regarding the acquisition of all the shares
of Dasos Capital Oy from the company’s current shareholders. The acquisition was completed on
March 1, 2024, following the approvals by the Finnish Competition and Consumer Authority and the
Finnish Financial Supervisory Authority as well as consents from certain investors of certain funds
managed by Dasos. 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 on the acquisition date, based on
the closing price of EUR 1.948 per share, and was recognised in the share capital. Cash consider-
ation was adjusted in Q3 2024 by EUR –0.2 million based on the final closing accounts. 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 respon-
sible 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 is EUR 22.2 million and is mainly attributable to Dasos’
professional workforce, future customers and products, CapMan’s cross-selling opportunities, and
synergies.
As of the acquisition date, March 1, 2024, Dasos Capital has been consolidated into CapMan’s
consolidated financial statements in full and reported as part of CapMan’s reportable segment
Management Company Business. Consolidated income statement includes EUR 4.4 million of
turnover and EUR 1.1 million of net profit from Dasos Capital as of March 1, 2024. Had Dasos
Capital been consolidated from January 1, 2024, consolidated income statement from continuing
operations would show combined turnover of EUR 58.4 million and combined net profit of EUR 9.6
million.
The expenses arising from the acquisition, EUR 1.7 million, have been included in Other operating
expenses of the consolidated income statement and allocated to Other segment and classified as
items impacting comparability in the segment reporting. Thereof, EUR 1.1 million has been recorded
in the current period and EUR 0.6 million in the previous year .
CAPMAN ANNUAL REPORT 2024 56
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
The purchase price allocation is completed. The following table summarises the consideration,
the fair value of identifiable assets acquired and liabilities assumed at the acquisition date, and the
arising goodwill.
1,000
EUR
Fair value
Consideration
Share consideration (17,672,761 x EUR 1.948)
34,427
Cash consideration
3,010
Total consideration
37,436
ASSETS
Non-current assets
Customer-related intangibles
13,278
Marketing-related intangibles
260
Machinery and equipment
3
Fund investments at fair value through profit and loss
3,301
16,841
Current assets
Receivables and accruals
829
Cash and cash equivalents
10,532
11,361
Total assets
28,202
LIABILITIES
Non-current liabilities
Deferred tax liabilities
3,008
3,008
Current liabilities
Trade payables and accruals
2,170
Current tax liabilities
7,779
9,949
Total liabilities
12,957
1,000
EUR
Käypä arvo
Non-controlling interest ("NCI")*
58
Net assets (excl. goodwill)
15,187
Total consideration
37,436
Goodwill
22,249
*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
–3,010
Transaction costs
–1,654
Net cash acquired with the subsidiary
10,532
Acquisition of
subsidiaries, net of cash
5,869
CAPMAN ANNUAL REPORT 2024 57
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
15. Tangible assets
1,000
EUR
2024
2023
Machinery and equipment
Acquisition cost at 1 January
2,521
2,498
Acquisitions (see Note 14)
3
Additions
11
22
Translation difference
–3
1
Acquisition cost at 31 December
2,532
2,521
Accumulated depreciation at 1 January
–2,334
–2,246
Depreciation for the financial year
–76
–87
Translation difference
2
–1
Accumulated depreciation at 31 December
–2,408
–2,334
Book value on 31 December
124
187
Right-of-use assets
Machinery and equipment (IFRS 16)
Additions
0
0
Depreciations, continuing operations
0
–11
Book value on 31 December
0
0
Leased premises (IFRS 16)
Additions
151
1,944
Depreciations, continuing operations
–1,211
–1,209
Depreciations, discontinuing operations
–87
–88
Book value on 31 December
2,785
3,932
Other tangible assets
Acquisition cost at 1 January
23
23
Book value on 31 December
23
23
Tangible assets total
2,931
4,142
16. Goodwill
1,000
EUR
2024
2023
Acquisition cost at 1 January
20,581
20,581
Acquisitions (see Note 14)
22,249
0
Acquisition cost at 31 December
42,830
20,581
Accumulated impairment at 1 January
–12,695
–12,695
Accumulated impairment at 31 December
–12,695
–12,695
Book value on 31 December
30,135
7,886
Impairment test
Goodwill is tested for impairment at least annually and has been allocated to the cash-generating
units as follows:
1,000
EUR
2024
2023
CapMan Wealth
7,412
7,412
Natural Capital
22,249
Other
474
474
Total
30,135
7,886
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:
2024
2023
Pre-tax discount rate
19.0%
16.8%
Average turnover growth
14.3%
18.0%
Average EBIT margin
21.7%
35.2%
Terminal growth rate
2.0%
1.0%
CAPMAN ANNUAL REPORT 2024 58
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Natural Capital
Dasos Capital, which was acquired during the financial year (see Note 14), establishes a new
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:
2024
2023
Pre-tax discount rate
15.6%
–
Average turnover growth
13.3%
–
Average EBIT margin
52.0%
–
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 Finland and company size. As a
risk-free rate, a reference rate of Germany 10-year government bonds has been applied. Based on
the impairment test, goodwill allocated to neither cash-generating unit was impaired, and recov-
erable amounts of cash-generating units CapMan Wealth and Natural Capital exceed their carrying
amounts by approximately EUR 2.5 million and EUR 1.5 million, respectively.
Of key assumptions applied in CapMan Wealth’s impairment test, recoverable amount is most
sensitive to changes in EBIT margin and turnover growth during the explicit forecasting period
(5 years). Based on the sensitivity analysis, if average EBIT margin would be 7%-points lower, or
alternatively, if turnover growth during the explicit forecasting period would be 10%-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 most
sensitive to changes in discount rate, EBIT margin and terminal growth rate. Based on the sensitivity
analysis, if discount rate would be 1.0%-points higher, average EBIT margin 2.3%-points lower, or
alternatively, if terminal growth rate would be 0.7%-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.
CAPMAN ANNUAL REPORT 2024 59
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
17. Other intangible assets
1,000
EUR
2024
2023
Acquisition cost at 1 January
6,616
6,616
Acquisitions (see Note 14)
13,538
0
Additions
33
16
Transfers
0
0
Transfer to assets held for sale
0
–16
Acquisition cost at 31 December
20,187
6,616
Accumulated depreciation at 1 January
–6,605
–6,516
Depreciation for the financial year
–1,161
–96
Transfer to assets held for sale
0
7
Disposals
–32
0
Accumulated depreciation at 31 December
–7,798
–6,605
Book value on 31 December
12,388
10
Other intangible assets include customer- and marketing-related intangible assets received in
conjunction with the acquisition of Dasos Capital (see Note 14). The useful life of customer- and
marketing-related intangible assets is 10 and 5 years, respectively. They are thus amortised over 10
and 5 years, respectively .
18. Investments at fair value through profit or loss
Investments in funds
1,000
EUR
2024
2023
Investments in funds at 1 January
158,907
169,063
Additions
19,017
18,097
Acquisitions (see Note 14)
3,301
0
Distributions
–10,054
–17,615
Disposals
–15,623
–3,975
Fair value gains/losses of
investments
7,746
–5,926
Transfers
3,927
–737
Investments in funds at 31 December
167,221
158,907
Investments in funds by investment area at the end of period*
Buyout
31,467
28,314
Credit
5,917
6,048
Russia
0
589
Real Estate
39,262
40,449
Growth Equity
15,023
15,170
Infra
17,684
10,059
Special Situations
3,789
3,105
Natural Capital
2,917
Fund of
funds
8,286
16,694
External Venture Capital funds
38,626
38,085
Other investment areas
4,250
394
Total
167,221
158,907
* 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.
Other financial assets
2024
2023
Other investments at 1 January
508
434
Additions
42
46
Fair value gains/losses of
investments
21
28
Other investments at 31 December
571
508
CAPMAN ANNUAL REPORT 2024 60
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
19. Receivables – Non-current
1,000
EUR
2024
2023
Trade receivables
3,426
4,134
Loan receivables
3,541
2,307
Other receivables
84
84
Accrued income
0
0
Total
7,052
6,525
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, 2024 and 2023, 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
2024
2023
Loan receivables, gross
5,190
3,909
Loss allowance, 12-month ECL*
–68
–22
Loss allowance, lifetime ECL*
–1,581
–1,581
Loan receivables, net
3,541
2,307
*ECL = expected credit losses
Other non-currrent receivables include primarily rental deposits .
20. Deferred tax assets and liabilities
Changes in deferred taxes during 2024:
Charged
to Income Translation Charged in
1,000
EUR
31.12.2023
Statement difference equity 31.12.2024
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
Changes in deferred taxes during 2023:
Charged
to Income Translation Charged in
1,000
EUR
31.12.2022
Statement difference equity 31.12.2023
Deferred tax assets
Accrued differences
1,790
106
0
0
1,896
Total
1,790
106
0
0
1,896
Deferred tax liabilities
Accrued differences
1,261
–1,113
0
0
148
Unrealised fair value changes
7,157
–1,314
0
0
5,843
Total
8,418
–2,427
0
0
5,991
CAPMAN ANNUAL REPORT 2024 61
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
21. Trade and other receivables
1,000
EUR
2024
2023
Trade receivables
9,621
8,875
Loan receivables
254
815
Accrued income
1,783
1,839
Other receivables
15,702
8,853
Total
27,360
20,382
Loss allowance for the expected credit losses of trade receivables, based on a provision matrix, is
presented below.
2024
2023
Trade receivables, gross
9,727
9,007
Loss allowance
–106
–132
Trade receivables, net
9,621
8,875
Expected credit losses of other receivables measured at amortised cost is insignificant, and other
receivables at amortised cost do not contain credit-impaired items.
With regards to contracts with customers, the Group’s right to the amount of consideration
is unconditional. Therefore, they are presented as receivables and no separate contract asset is
presented.
Loan receivables include mainly current loan receivables from related parties and other
employees.
Accrued income includes mainly prepayments.
Other receivables mainly include unvoiced sale of services, costs to be re-invoiced, income tax
receivables and receivables related to sold financial assets.
Trade and other receivables by currency at end of year
Amount in
Trade and other receivables
foreign currency
Amount in euros
Proportion
EUR
26,770
78%
USD
4,799
4,619
13%
SEK
12,430
1,085
3%
GBP
69
83
0%
DKK
13,789
1,849
5%
NOK
72
6
0%
22. Financial assets at fair value through profit or loss
1,000
EUR
2024
2023
Derivate assets
0
116
Interest rate funds
3,790
159
Total
3,790
275
Fair value of
Foreign exchange forwards
derivative instruments
–77
116
Total
–77
116
Nominal value of derivative instruments
Foreign exchange forwards
4,484
5,320
Total
4,484
5,320
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 .
CAPMAN ANNUAL REPORT 2024 62
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
23. Cash and cash equivalents
1,000
EUR
2024
2023
Bank accounts
78,756
40,144
Money market funds
11,386
Total
90,142
41,017
Cash and cash equivalents include bank accounts and short-term investments made to money
market funds for cash management purposes. At the end of the previous financial year, December
31, 2023, EUR 2.0 million of bank account balances was related to the launch of a new hotel real
estate fund in 2019 and was not available for use by the group .
356,062 new shares without payment. In the previous financial year, in conjunction with the final
reward payment of the performance share plan 2022–23, a total of 794,419 shares were issued in a
directed share issue without payment. Furthermore, in the previous financial year, repaid capital was
deducted from the unrestricted equity fund.
Share-based incentive plans are presented in Note 31. Share-based payments.
Translation difference
The foreign currency translation reserve includes translation differences arising from currency
conversion in the closing of the books for foreign units.
Dividends paid and proposal for profit distribution and repayment of capital
The Annual General Meeting, held on 27 March 2024, decided that a dividend of EUR 0.06 per
share, totalling EUR 10.6 million, will be paid for the financial year 2023 in one instalment. The
dividend was paid on April 9, 2024. The Annual General Meeting also authorised the Board of
Directors to decide on an additional dividend in the maximum of EUR 0.04 per share. The Board of
Directors resolved on the additional dividend on September 18, 2024, and the additional dividend of
EUR 0.04 per share, totalling EUR 7.1 million, was paid on September 27, 2024 .
As at December 31, 2024, CapMan Plc’s distributable funds amounted to approximately EUR
88.3 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 0.14 per share for the financial period ended 31 December 2024. The Board
of Directors proposes to the General Meeting that a dividend in the total amount of EUR 0.07 per
share would be paid for the financial period that ended on 31 December 2024 based on the balance
sheet adopted for 2024. The dividend would be paid to a shareholder who on the record date of
the payment, 27 March 2025, is registered as a shareholder in the shareholders’ register of the
Company maintained by Euroclear Finland Oy. The payment date would be 3 April 2025. 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 0.07 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 15 September 2025.
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 2024 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. Share capital and shares
Number of
1,000
B shares*
Total*
At 1 January 2023
158,029
158,029
Share-based incentive plan, directed share issue without
payment
At 31 December 2023
158,823
158,823
Directed share issue related to business combination
17,673
17,673
Share-based incentive plan, directed share issue without payment
At 31 December 2024
176,852
176,852
*Excluding treasury shares of 26,299.
Share
premium Other
1,000
EUR
Share capital
account
reserves
Total
At 1 January 2023
38,968
35,425
75,165
Repayment of capital
–14,311
–14,311
At 31 December 2023
38,968
21,114
60,854
Directed share issue related to business
combination
34,427
34,427
At 31 December 2024
35,199
38,968
21,114
95,281
Other reserves
During the financial 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
CAPMAN ANNUAL REPORT 2024 63
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
25. Interest-bearing loans and borrowings -
1,000
EUR
2024
2023
Senior bonds
99,607
89,750
Lease liabilities (IFRS 16)
1,655
2,720
Total
101,262
92,470
During the 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%. In conjunction with this, CapMan redemeed 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.
26. Other non-current liabilities
1,000
EUR
2024
2023
Other liabilities
Total
Other liabilities are non-interest bearing and are related to pension obligations, which are defined
contribution plans by nature .
27. Trade and other payables – Current
1,000
EUR
2024
2023
Trade payables
1,284
2,101
Advance payments received
83
Accrued expenses
16,208
14,178
Acquisition related liabilities
0
3,842
Derivative liabilities
77
0
Other liabilities
1,725
3,274
Total
19,378
24,155
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.
Acquisition related liabilities consists of a symmetric put and call option arrangement made with
the non-controlling interest of a subsidiary, which is measured at fair value through profit or loss.
The change of fair value is recorded as finance income or expense. In the previous year, this financial
liability was included in other non-current liabilities.
Trade and other liabilities by currency at end of year
Amount in
Trade and other liabilities
foreign currency
Amount in euros
Proportion
EUR
15,622
81%
SEK
26,394
2,303
12%
GBP
3%
DKK
5,714
4%
NOK
1,597
1%
28. Interest-bearing loans and borrowings – Current
1,000
EUR
2024
2023
Lease liabilities (IFRS 16)
1,271
1,323
Liabilities to non-controlling interests
0
63
Total
1,271
1,386
CAPMAN ANNUAL REPORT 2024 64
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
29. Financial assets and liabilities
Financial assets
Balance
1,000
EUR
Note
sheet value
Fair value
2024
Investments at fair value through profit or loss
Investments in funds
18
167,221
167,221
Other financial assets*
18
Loan receivables
19
3,795
3,795
Trade and other receivables
19, 21
30,616
30,616
Financial assets at fair value
22
3,790
3,790
Cash and bank
23
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
Financial assets
1,000
EUR
2023
Investments at fair value through profit or loss
Investments in funds
18
158,907
158,907
Other financial assets*
18
Loan receivables
19
3,122
3,122
Trade and other receivables
19, 21
23,785
23,785
Financial assets at fair value
22
Cash and bank
23
41,017
41,017
Total
227,614
227,614
*Other financial assets consists of financial assets that are specifically classified as investments at fair value through profit
and loss
Financial liabilities
Balance
1,000
EUR
Note
sheet value
Fair value
2024
Non-current liabilities
25
101,262
101,262
Non-current operative liabilities
26
Trade and other liabilities
27
19,378
19,378
Current liabilities
28
1,271
1,271
Total
122,458
122,458
Financial liabilities
1,000
EUR
2023
Non-current liabilities
25
92,470
92,470
Non-current operative liabilities
26
Trade and other liabilities
27
24,154
24,154
Current liabilities
28
1,386
1,386
Total
118,494
118,494
Net debt
Net debt
2024
2023
Cash and cash equivalents
90,142
41,017
Borrowings – repayable within one year
–1,271
–1,386
Borrowings – repayable after one year
–101,262
–92,470
Net debt
–12,391
–52,839
Cash and cash equivalents
90,142
41,017
Gross debt – variable interest rates
–2,926
–4,106
Gross debt – fixed interest rates
–99,607
–89,750
Net debt
–12,391
–52,839
CAPMAN ANNUAL REPORT 2024 65
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Changes in liabilities arising from financing activities
January 1, Other December
1,000
EUR
2024
Cash flows
changes 31, 2024
2024
Non-current loans and borrowings
89,750
9,566
99,607
Non-current lease liabilities
2,720
–1,216
1,655
Current loans and borrowings
63
0
–63
0
Current lease liabilities
1,323
–52
0
1,271
Total
93,856
8,299
102,533
January 1, Other December
1,000
EUR
2023
Cash flows
changes 31, 2023
2023
Non-current loans and borrowings
89,650
0
89,750
Non-current lease liabilities
2,204
–1,159
1,675
2,720
Current loans and borrowings
52
11
63
Current lease liabilities
1,060
–5
1,323
Total
92,966
–1,154
2,044
93,856
30. Commitments and contingent liabilities
Securities and other contingent liabilities
1,000
EUR
2024
2023
Contingencies for own commitment
Business mortgage
60,000
60,000
Other contingent liabilities
1,132
1,239
Remaining commitments to funds
by investment area
Buyout
14,886
17,942
Credit
2,527
3,127
Russia
1,066
1,066
Real Estate
6,432
5,916
Other investment areas
1,489
1,489
Funds of funds
Growth Equity
10,569
19,243
Infra
8,230
10,151
Special Situations
3,462
4,507
Natural Capital
43
CapMan Wealth Services funds
16,031
15,511
External private equity funds
3,703
External Veture Capital funds
1,583
2,290
Total
66,829
85,190
CAPMAN ANNUAL REPORT 2024 66
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
31. Share-based payments
As at the balance sheet date, CapMan has one investment based long-term share-based incentive
plan “Share plan 2022–25” in force. The program “Share plan 2020–23” ended and the rewards
were paid during the previous year. 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 aim of the plan is to align remuneration with CapMan’s sustainability agenda, to retain the
plan participants in the company’s service, and to offer them a competitive reward plan based on
owning, earning and accumulating the company’s shares. The prerequisite for receiving reward on
the basis of the plan is that a participant acquires company’s shares or allocates previously owned
company’s shares up to the number determined by the Board of Directors. The performance-based
reward from the plan is based on the company share’s Total Shareholder Return (TSR) and on a
participant’s employment or service upon reward payment. The plan is 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 Plan consists of 22
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 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 0.6 million (EUR 1.0 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 for the Share plan 2022–25, the shares to be withheld and paid in cash to cover
withholding tax liabilities will amount to EUR 0.3 million.
Key information on the investment-based incentive plans is presented in the below table.
Share plan
Investment-based incentive plans 2022–2025
Grant date
13.4.2022
Vesting period starts
13.4.2022
13.4.2024,
13.4.2025 and
Vesting period ends 13.4.2026
Grant date share price, EUR
2.420
Share price at the end of the period, EUR
1.714
Expected annualised volatility
26%
Assumed risk-free interest rate
1.0%
Present value of the expected dividends, EUR
0.63
Forfeiture rate assumption
0%
Increase in fair value of share premiums granted during the period
–0.2
Fair value of the plan, EUR million
2.8
Expense recorded during the financial year, EUR million
0.6
Cumulative expense recorded for the plan, EUR million
2.2
Future cash payment related to withholding taxes, EUR million
–0.3
Number of participants in the plan at the balance sheet date
21
Share plan
Changes in the number of share rewards during the period 2022–2025
Outstanding in the beginning of the period 1.1.2024
3,795,420
Granted
85,000
Forfeited
408,121
Exercised
642,298
Expired
0
Exercised at the end of the period 31.12.2024
737,230
Outstanding at the end of the period 31.12.2024
2,830,000
CAPMAN ANNUAL REPORT 2024 67
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
32. Related party disclosures
Group Parent company Group Parent company
ownership of ownership of ownership of ownership of
Group companies shares, % shares, % Group companies shares, % shares, %
CapMan Plc, parent company
Finland
CapMan Growth Equity 2017 GP Oy
Finland
100%
100%
CapMan Capital Management Oy
Finland
100%
100%
CapMan Nordic Infrastructure Manager S.á.r.l.
Luxembourg
100%
100%
CapMan Sweden AB
Sweden
100%
100%
CapMan Infra Lynx GP Oy
Finland
60%
CapMan AB
Sweden
100%
100%
CapMan Buyout XI GP S.á.r.l
Luxembourg
100%
100%
CapMan (Guernsey) Limited
Guernsey
100%
100%
CapMan AIFM Oy
Finland
100%
100%
CapMan (Guernsey) Buyout VIII GP Limited
Guernsey
100%
100%
Nest Capital III GP Oy
Finland
100%
100%
CapMan (Sweden) Buyout VIII GP AB
Sweden
100%
100%
CapMan Buyout Management Oy
Finland
100%
100%
CapMan Classic GP Oy
Finland
100%
100%
CapMan Hotels II Holding GP Oy
Finland
100%
100%
CapMan Real Estate Oy
Finland
100%
100%
CapMan Wealth Oy
Finland
60%
60%
Dividum Oy
Finland
100%
100%
CapMan Growth Equity II GP Oy
Finland
100%
100%
RG Invest Oy
Finland
100%
100%
CapMan Special Situations GP Oy
Finland
100%
100%
CapMan RE II GP Oy
Finland
100%
100%
CapMan Special Situations Oy
Finland
65%
65%
CapMan Private Equity Advisors Limited
Cyprus
100%
100%
CM III Feeder GP S.á.r.l.
Luxembourg
100%
100%
RG Growth (Guernsey) GP Ltd
Guernsey
100%
100%
Maneq 2010 AB
Sweden
86%
86%
CapMan (Guernsey) Investment Limited
Guernsey
100%
100%
Maneq 2005 AB
Sweden
100%
100%
CapMan (Guernsey) Buyout IX GP Limited
Guernsey
100%
100%
CapMan Residential Manager SA
Luxembourg
60%
60%
CapMan Fund Investments SICAV-SIF
Luxembourg
100%
100%
CMRF Feeder GP S.á.r.l.
Luxembourg
60%
CapMan (Guernsey) Buyout X GP Limited
Guernsey
100%
100%
CMRF Advisors Oy
Finland
60%
60%
RG Growth (Guernsey) II GP Ltd
Guernsey
100%
100%
Nest Capital IV GP Oy
Finland
100%
100%
Maneq 2012 AB
Sweden
100%
100%
CMH II Feeder GP Sarl
Luxemburg
100%
100%
CapMan Nordic Real Estate Manager S.A.
Luxembourg
100%
100%
CapMan Nordic Infrastructure II Manager S.á.r.l.
Luxemburg
100%
100%
CapMan Buyout X GP Oy
Finland
100%
100%
CMNPI GP II Sarl
Luxemburg
100%
100%
CapMan Endowment GP Oy
Finland
100%
100%
CapMan Growth Equity III GP Oy
Finland
100%
100%
CapMan Real Estate UK Limited
United Kingdom
100%
CapMan Growth Management Oy
Finland
65%
65%
Nest Capital 2015 GP Oy
Finland
100%
100%
Dasos Capital Oy
Finland
100%
100%
Kokoelmakeskus GP Oy
Finland
100%
100%
Dasos Habitat Foundation Oy
Finland
100%
CapMan Growth Equity Oy
Finland
100%
100%
Dasos Climate-Smart Real Estate Oy
Finland
100%
CapMan Real Estate Manager S.A.
Luxembourg
100%
100%
Dasos Foraois Management Ltd.
Ireland
100%
CapMan Infra Management Oy
Finland
60%
60%
Dasos FS Management S.a.r.l.
Luxemburg
100%
CapMan Infra Lux Management S.á.r.l.
Luxembourg
60%
Dasos LT Management S.a.r.l.
Luxemburg
100%
CAPMAN ANNUAL REPORT 2024 68
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Group Parent company
ownership of ownership of
Group companies shares, % shares, %
Dasos S.A.
Luxemburg
93%
Dasos II S.A.
Luxemburg
100%
Profor Investments S.a.r.l.
Luxemburg
67%
CapMan Nordic Real Estate IV Manager Sarl
Luxemburg
100%
100%
Group
ownership of
Group companies shares, %
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
In the financial 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. Noelia Invest AB used the loans to subscribe shares
issued by CapMan Wealth Services Oy, a subsidiary of CapMan Plc. Furthermore, 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. In the
previous year, CapMan recorded fees, totalling approximately EUR 7 thousand, for financial and legal
services to Momea Invest Oy, a controlled entity of Olli Liitola, member of the Board of Directors of
CapMan Plc.
Loan and interest receivables from related parties
1,000
EUR
2024
2023
Non-current
Current
Commitments to related parties
1,000
EUR
2024
2023
Loan commitments
73
98
Management remuneration
1,000
EUR
2024
2023
CEO Pia Kåll
Salaries and other short-term employee benefits
Pension costs
78
62
Additional pension costs
42
35
Share-based payments
Total
CEO Joakim Frimodig
Salaries and other short-term employee benefits
Pension costs
23
Additional pension costs
13
Share-based payments
–68
Total
98
Management group excl. CEO
Salaries and other short-term employee benefits
2,945
2,886
Share-based payments
Total
3,295
3,472
CAPMAN ANNUAL REPORT 2024 69
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Remuneration and fees of the Board of Directors
1,000
EUR
2024
2023
Joakim Frimodig as of March 15, 2023
Andreas Tallberg until March 15, 2023
16
Johan Bygge
45
44
Mammu Kaario
56
55
Catarina Fagerholm
46
45
Olli Liitola
44
43
Johan Hammarén
43
42
Yhteensä
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 (780,000
shares in 2023) to the investment-based long-term incentive plan 2022–25. The Management Group
and other employees have similar terms in the investment-based long-term incentive plans (see Note
31).
33. Financial risk management
The purpose of financial risk management is to ensure that the Group has adequate and effectively
utilised financing as regards the nature and scope of the Group’s business. The objective is to
minimise the impact of negative market development on the Group with consideration for cost
efficiency. The financial risk management has been centralised and the Group’s CFO is responsible
for financial risk management and control.
The management constantly monitors cash flow forecasts and the Group’s liquidity position on
behalf of all Group companies. In addition, the Group’s principles for liquidity management include
rolling 12-month loan covenant assessments. The loan covenants are related to equity ratio and net
gearing. During the financial year all the loan covenants have been fullfilled.
The Group has a Risk and Valuation team, which monitors the performance and the price risk of
the investment portfolio (financial assets measured at fair value through profit or loss) independently
and objectively of the investment teams. The Risk and Valuation team is responsible for reviewing
the monthly reporting and forecasts for portfolio companies. Valuation proposals are examined by
the Risk and Valuation team and subsequently reviewed and decided by the Valuation Committee,
which comprises at least Valuation Controller, Risk Manager and at least one CapMan AIF Manager’s
Board of Directors. The portfolio company valuations are reviewed in the Valuation Committee on
a quarterly basis. The valuations are back tested against realised exit valuations, and the results of
such back testing are reported to the Audit Committee annually.
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
CAPMAN ANNUAL REPORT 2024 70
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
a fund may in certain circumstances, pursuant to the terms of the fund agreement, have to return
carried interest income they have received (so-called clawback). The obligation to return carried
interest income applies typically when, according to the final distribution of funds, the carried
interest income received by the fund management company exceeds the carried interest it is entitled
to when the fund expires. CapMan has no clawback liabilities recorded at the balance sheet date.
CapMan has made commitments to the funds it manages. As at December 31, 2024, the
undrawn commitments to the funds amounted to EUR 66.8 (85.2) million and the financing capacity
available (cash available for use and third party financing facilities) amounted to EUR 114.2 (59.2)
million. The cash available includes the cash of CapMan Fund Investments SICAV-SIF EUR 4.0 (0.1)
million, which is reported in fund investments in the group balance sheet.
During the 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 redemeed the EUR 50 million notes issued in 2020. CapMan also has unsecured sustain-
ability-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
Due between
Due within 3 3 and 12 Due between Due between
31 December 2024, 1,000 EUR months months 1 and 3 years
3 and 5 years
Due later
Bonds
40,000
60,000
Accounts payable
1,284
Interests, bonds
5,700
10,103
5,610
Company acquisitions liabilities
0
Commitments to funds
17,132
1,209
7,452
40,709
Lease liabilities (IFRS 16)
1,790
Maturity analysis
Due between
Due within 3 3 and 12 Due between Due between
31 December 2024, 1,000 EUR months months 1 and 3 years
3 and 5 years
Due later
Bonds
50,000
40,000
Accounts payable
2,101
Interests, bonds
3,800
5,474
Company acquisitions liabilities
3,842
Commitments to funds
4,194
11,371
6,187
13,151
50,287
Lease liabilities (IFRS 16)
2,852
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, and the outcome of reaching these targets may decrease or
increase the margin by maximum of 0.025 pp.
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
2024
2023
Floating rate
0
0
Fixed rate
99,607
89,750
Total
99,607
89,750
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 underlying fund would
CAPMAN ANNUAL REPORT 2024 71
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
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 19 and 21.
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, 2024, 91% of the Group’s financial assets were in euros, 7% in US dollars
1% in Swedish krona and 1% 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
Other
1,000
EUR
SEK
USD
currencies
Total
2024
2,195
21,052
2,484
25,731
2023
2,925
25,158
2,271
30,354
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 attrib-
utable 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 invest-
ments. Previously, CapMan’s policy was to pay an annually increasing dividend to its shareholders.
At 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 sustainabili-
ty-linked unsecured bond maturing on June 10, 2029. In addition, CapMan has 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 agreeements include financial covenants
related to both equity ratio and net gearing.
1,000
EUR
2024
2023
Interest-bearing loans
102,533
93,856
Cash and cash equivalents
–90,142
–41,017
Net debt
12,391
52,839
Equity
202,568
115,125
Net gearing
6.1%
45.9%
Return on equity
46.2%
2.6%
Equity ratio
59.0%
47.8%
f) Price risk of the investments in funds
The investments in funds are valued using the International Private Equity and Venture Capital
Valuation Guidelines. According to these guidelines, the fair values are generally derived by multi-
plying key performance metrics of the investee company (e.g., EBITDA) by the relevant valuation
multiple (e.g., price/equity ratio) observed for comparable publicly traded companies or transac-
tions. Changes in valuation multiples can lead to significant changes in fair values depending on the
leverage ratio of the investee company .
CAPMAN ANNUAL REPORT 2024 72
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
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-re-
lated 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
167,221
4,318
0
162,903
Other non-current investments
0
25
Current financial assets at FVTPL*
3,790
0
3,790
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
157,927
158,907
Additions
19,017
19,017
Acquisitions
3,301
Distributions
–589
–9,465
–9,465
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
0
25
Additions
42
42
Fair value gains/losses
21
21
at the end of period
0
25
* 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
158,907
0
157,927
Other non-current investments
0
25
Current financial assets at FVTPL*
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
CAPMAN ANNUAL REPORT 2024 73
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
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
1,197
167,866
169,063
Additions
18,097
18,097
Distributions
–17,615
–17,615
Disposals
–3,975
–3,975
Fair value gains/losses
–5,926
–5,926
Transfers*
–217
–520
–737
at the end of period
157,927
158,907
Other investments
at Jan 1
0
25
Additions
46
46
Fair value gains/losses
28
28
at the end of period
0
25
* Includes the change of cash and cash equivalents of the subsidiary CapMan Fund Investments SICAV-SIF, classified as fund
investments,
CAPMAN ANNUAL REPORT 2024
74
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Sensitivity analysis of Level 3 investments at 31 December 2024
Fair Value MEUR, Used input value (weighted
Investment area
31 December 2024
Valuation methodology
Unobservable inputs
average)
Change in input value
Fair value sensitivity
Peer group earnings multiples
EV/EBITDA 2024 12.1×
+/– 10%
+/– 5.2 MEUR
Private Equity
50.3
Peer group Discount to peer group
20%
+/– 10%
–/+ 1.4 MEUR
multiples
EUR/SEK 11.4590
+/–1%
–/+ 0.1 MEUR
Real Estate
39.3
Valuation by an independent FX rate
EUR/DKK 7.4578
+/–1%
–/+ 0.1 MEUR
valuer
EUR/NOK 11.7950
+/–1%
–/+ 0.0 MEUR
Terminal value
EV/EBITDA 14.6×
+/– 5%
+/– 1.2 MEUR
Infra
17.7
Discounted cash flows Discount rate; market rate and
13%
+/– 100 bps
–/+ 1.9 MEUR
risk premium
Discount rate; market rate and –0.2 MEUR / value change
Credit
5.9
Discounted cash flows risk premium
10%
+/– 100 bps
based on a change in the
discount rate is not booked
Wood prices
na
+/– 2.5%
+/– 0.3 MEUR
Natural Capital
2.9
Valuation by an independent
valuer
Discount rate
4%
+–0.3%
–/+ 0.9 MEUR
Investments in funds-of-funds
7.8
Reports from PE fund
FX rate
EUR/USD 1.0389
+/–1%
–/+ 0.1 MEUR
management company
Investments in external venture 39.1 Reports from PE fund
capital funds management company
CAPMAN ANNUAL REPORT 2024 75
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Sensitivity analysis of Level 3 investments at 31 December 2023
Fair Value MEUR, Used input value (weighted
Investment area
31 Dec 2023
Valuation methodology
Unobservable inputs
average)
Change in input value
Fair value sensitivity
Peer group earnings multiples
EV/EBITDA 2023 10.5×
+/– 10%
+/– 4.9 MEUR
Private Equity
46.6
Peer group Discount to peer group
21%
+/– 10%
–/+ 1.3 MEUR
multiples
EUR/SEK 11.0960
+/–1%
–/+ 0.1 MEUR
Real Estate
40.4
Valuation by an independent FX rate
EUR/DKK 7.4529
+/–1%
–/+ 0.1 MEUR
valuer
EUR/NOK 11.2405
+/–1%
–/+ 0.0 MEUR
Terminal value
EV/EBITDA 15.1×
+/– 5%
+/– 1.1 MEUR
Infra
10.1
Discounted cash flows Discount rate; market rate and
13%
+/– 100 bps
–/+ 1.9 MEUR
risk premium
Discount rate; market rate and – 0.1 MEUR / value change
Credit
6.0
Discounted cash flows risk premium
10%
+/– 100 bps
based on a change in the
discount rate is not booked
Investments in funds-of-funds
16.0
Reports from PE fund
FX rate
EUR/USD 1.1050
+/–1%
–/+ 0.2 MEUR
management company
Investments in external venture 38.7 Reports from PE fund
capital funds management company
CAPMAN ANNUAL REPORT 2024 76
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
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.
CAPMAN ANNUAL REPORT 2024 77
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Parent Company Income Statement (FAS)
EUR Note 1.1.–31.12.2024 1.1.–31.12.2023
Turnover 1 2,898,128.24 6,815,795.44
Other operating income 2 63,999,271.42 –142,640.32
Employee benefit expenses 3 –8,827,427.72 –6,300,619.64
Depreciation 4 –62,388.62 –97,783.34
Other operating expenses 5 –4,512,767.03 –4,049,856.25
Operating loss 53,494,816.29 –3,775,104.11
Finance income and costs 6 12,757,898.29 19,364,289.83
Profit before appropriations and taxes 66,252,714.58 15,589,185.72
Appropriations 7 2,163,690.00 3,129,500.00
Income taxes 0.00 –944.21
Profit for the financial year 68,416,404.58 18,717,741.51
CAPMAN ANNUAL REPORT 2024 78
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Parent Company Balance Sheet (FAS)
EUR Note 31.12.2024 31.12.2023
ASSETS
Non-current assets
Intangible assets 8 0.00 6,886.40
Tangible assets 9 107,203.52 151,822.57
Investments 10
Shares in subsidiaries 182,491,544.71 126,199,336.83
Investments in associated companies 34,211.38 34,211.38
Other investments 10,578,562.96 10,593,627.04
Other receivables 6,878,811.92 6,294,849.42
Investments total 199,983,130.97 143,122,024.67
Non-current assets, total 200,090,334.49 143,280,733.64
Current assets
Short-term receivables 11 22,073,008.19 24,489,032.09
Investments 12 15,000,000.00 1,000,000.00
Cash and bank 62,770,102.78 22,056,494.04
Current assets, total 99,843,110.97 47,545,526.13
Total assets 299,933,445.46 190,826,259.77
EUR Note 31.12.2024 31.12.2023
SHAREHOLDERS’ EQUITY AND LIABILITIES
Shareholders’ equity 13
Share capital 37,774,813.96 771,586.98
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 1,743,056.58 688,394.09
Profit for the financial year 68,416,404.58 18,717,741.51
Shareholders’ equity, total 165,022,261.25 77,265,708.71
Liabilities
Non-current liabilities 14 101,291,772.47 91,432,514.15
Current liabilities 15 33,619,411.74 22,128,036.91
Liabilities, total 134,911,184.21 113,560,551.06
Total shareholders’ equity and liabilities 299,933,445.46 190,826,259.77
CAPMAN ANNUAL REPORT 2024 79
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Parent Company Cash Flow Statement (FAS)
EUR 1.1.–31.12.2024 1.1.–31.12.2023
Cash flow from operations
Profit before extraordinary items 66,252,715 15,589,186
Finance income and costs –12,757,898 –19,364,290
Adjustments to cash flow statement
Depreciation, amortisation and impairment 62,389 97,783
Gain on sale of subsidiary shares –64,597,702 0
Change in net working capital
Change in current assets, non-interest-bearing 718,032 611,149
Change in current liabilities, non-interest-bearing –565,740 –144,400
Interest paid –4,360,126 –4,436,439
Interest received 1,735,000 729,394
Dividends received 19,510,040 22,603,554
Direct taxes paid 0 –34,717
Cash flow from operations 5,996,710 15,651,220
Cash flow from investments
Acquisition of subsidiaries –8,701,014 –206,874
Cash of a dissolved or merged subsidiary 13,600 160,000
Investments in subsidiaries –12,636,892 –7,987,603
Sale of subsidiary shares 64,790,745 3,789,444
Repayment of capital from subsidiaries 389,282 4,898,789
Investments in tangible and intangible assets –10,883 –9,050
Investments in other placements, net –13,996,433 –999,707
Loan receivables granted –1,872,827 –1,992,287
Repayment of loan receivables 4,727,626 2,381,031
Cash flow from investments 32,703,204 33,743
EUR 1.1.–31.12.2024 1.1.–31.12.2023
Cash flow from financing activities
Repayment of capital 0 0
Proceeds from long-term borrowings 0 –14,254,357
Repayment of long-term borrowings 59,668,300 0
Dividends paid –50,000,000 0
Change in group liabilities 0 0
Group contributions received –17,663,655 –12,671,736
Change in group liabilities 9,855,944 7,482,742
Group contributions received 0 742,000
Cash flow from financing activities 1,860,589 –18,701,351
Change in cash and cash equivalents 40,560,503 –3,016,389
Cash and cash equivalents at beginning of year 22,056,493 25,218,755
Translation difference 153,107 –145,873
Cash and cash equivalents at end of year 62,770,103 22,056,493
CAPMAN ANNUAL REPORT 2024 80
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Notes to the Parent Company Financial Statements (FAS)
Basis of preparation for parent company financial statements
CapMan Plc’s financial statements for 2024 have been prepared
in accordance with the Finnish Accounting Act.
Foreign currency translation
Transactions in foreign currencies have been recorded at the
rates of exchange prevailing at the date of the transaction.
Foreign currency denominated receivables and payables are
recorded at the rates of exchange prevailing at the closing date
of the review period.
Investments
Investments are valued at acquisition cost. If the probable future
income from the investment is permanently lower than the value
at acquisition cost excluding depreciation, the difference is
recognised as an expense.
Intangible and tangible assets
Intangible and tangible assets are valued at cost less accumu-
lated depreciation and amortisation according to the plan, except
for assets having an indefinite useful life.
Receivables
Receivables comprise receivables from Group companies and
associated companies, trade receivables, accrued income and
other receivables. Receivables are recorded at nominal value,
however no higher than at probable value. Receivables are
classified as non-current assets if the maturity exceeds 12
months.
Financial risk management and derivative instruments
The financial risk management of CapMan Group is centralised
with the parent company. The financial risk management
principles are provided in the Notes to the Group financial
statements under 33. 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.
CAPMAN ANNUAL REPORT 2024 81
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
1. Turnover by area
EUR 2024 2023
Sale of services
Finland 1,543,281 1,106,945
Foreign 1,354,847 5,708,850
Total 2,898,128 6,815,795
2. Other operating income
EUR 2024 2023
Turnover translation difference 273,592 –185,905
Gain on sale of subsidiary shares 63,724,518 43,249
Other operating income 1,162 16
Total 63,999,272 –142,640
3. Personnel
EUR 2024 2023
Salaries and wages 7,672,327 5,497,998
Pension expenses 1,053,578 664,920
Other personnel expenses 101,523 137,702
Total 8,827,428 6,300,620
Management remuneration
Salaries and other remuneration of the CEO
Joakim Frimodig (1.1.–15.3.2023) 0 922,804
Pia Kåll (15.3.–31.12.2023) 438,858 350,036
Board members 513,100 535,560
Average number of employees 23 35
Management remuneration is presented in the Group Financial Statements Table 32. Related party
disclosures.
4. Depreciation
EUR 2024 2023
Depreciation according to plan
Other long-term expenditure 6,886 34,771
Machinery and equipment 55,502 63,013
Total 62,388 97,783
5. Other operating expenses
EUR 2024 2023
Other personnel expenses 357,974 189,400
Office expenses 250,454 114,449
Travelling and entertainment 114,675 348,374
External services 2,301,459 2,201,296
Internal services 1,333,934 1,044,488
Other operating expenses 154,272 151,849
Total 4,512,768 4,049,856
Audit fees
Audit 199,296 115,738
Total 199,296 115,738
CAPMAN ANNUAL REPORT 2024 82
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
6. Finance income and costs
EUR 2024 2023
Dividend income
Group companies 20,140,565 21,231,776
Total 20,140,565 21,231,776
Other interest and finance income
Group companies 713,890 2,297,813
Others 1,139,279 797,787
Total 1,853,169 3,095,599
Interest and other finance costs
Impairment of shares and interests –2,780,858 –215,411
Write-down of receivables 98,981 –11,338
Group companies –593,629 –350,580
Others –5,960,330 –4,385,755
Total –9,235,836 –4,963,085
Finance income and costs total 12,757,898 19,364,290
7. Appropriations
EUR 2024 2023
Group contributions received 2,163,690 3,129,500
8. Intangible assets
EUR 2024 2023
Intangible rights
Acquisition cost at 1 January 828,188 828,188
Acquisition cost at 31 December 828,188 828,188
Accumulated depreciation at 1 January –828,188 –828,188
Accumulated depreciation at 31 December –828,188 –828,188
Book value on 31 December 0 0
Other long-term expenditure
Acquisition cost at 1 January 2,677,518 2,677,518
Additions 0 0
Acquisition cost at 31 December 2,677,518 2,677,518
Accumulated depreciation at 1 January –2,670,632 –2,635,861
Depreciation for the financial period –6,886 –34,771
Accumulated depreciation at 31 December –2,677,518 –2,670,632
Book value on 31 December 0 6,886
Intangible rights total 0 6,886
CAPMAN ANNUAL REPORT 2024 83
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
9. Tangible assets
EUR 2024 2023
Machinery and equipment
Acquisition cost at 1 January 1,336,073 1,327,023
Additions 10,883 9,050
Acquisition cost at 31 December 1,346,956 1,336,073
Accumulated depreciation at 1 January –1,206,990 –1,143,978
Depreciation for the financial period –55,502 –63,013
Accumulated depreciation at 31 December –1,262,492 –1,206,990
Book value on 31 December 84,464 129,083
Other tangible assets
Acquisition cost at 1 January 22,739 22,739
Book value on 31 December 22,739 22,739
Tangible assets total 107,203 151,822
10. Investments
EUR 2024 2023
Shares in subsidiaries
Acquisition cost at 1 January 126,199,336 127,068,504
Additions 58,341,133 8,194,477
Disposals –604,035 –8,848,233
Impairments –1,444,891 –215,411
Acquisition cost at 31 December 182,491,543 126,199,336
Shares in associated companies
Acquisition cost at 1 January 34,212 34,212
Disposals 0 0
Acquisition cost at 31 December 34,212 34,212
Shares, other
Acquisition cost at 1 January 10,593,627 10,559,049
Additions 42,000 46,209
Disposals –3,567 –293
Impairment –53,497 –11,338
Acquisition cost at 31 December 10,578,563 10,593,627
Other receivables
Other loan receivables 3,452,553 2,161,043
Accounts receivable 3,426,259 4,133,806
Long-term receivables total 6,878,812 6,294,849
Investments total 199,983,130 143,122,024
The subsidiaries and the associated companies are presented in the Notes to the Consolidated
Financial Statements, Table 32. Related party disclosures.
CAPMAN ANNUAL REPORT 2024 84
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
11. Short-term receivables
EUR 2024 2023
Receivables from Group companies
Accounts receivable 233,332 353,428
Accrued income 0 24,062
Loan receivables 9,929,759 14,039,759
Other receivables 9,283,984 6,978,048
Total 19,447,075 21,395,297
Accounts receivable 1,441,266 1,575,041
Loan receivables 249,725 848,039
Other receivables 203,932 166,525
Accrued income 731,009 504,130
Short-term receivables total 22,073,007 24,489,032
12. Investments
EUR 2024 2023
Acquisition cost at 1 January 1,000,000 0
Additions 14,000,000 1,000,000
Acquisition cost at 31 December 15,000,000 1,000,000
Investments, total 15,000,000 1,000,000
13. Shareholders’ equity
EUR 2024 2023
Share capital at 1 January 771,587 771,587
Additions 37,003,227 0
Share capital at 31 December 37,774,814 771,587
Share premium account at 1 January 38,968,186 38,968,186
Share premium account at 31 December 38,968,186 38,968,186
Invested unrestricted shareholders’ equity at 1 January 18,119,800 32,374,157
Invested unrestricted shareholders’ equity, disposals 0 –14,254,357
Invested unrestricted shareholders’ equity at 31 December 18,119,800 18,119,800
Retained earnings at 1 January 19,406,136 13,362,464
Dividend payment –17,663,079 –12,674,070
Retained earnings at 31 December 1,743,057 688,394
Profit for the financial year 68,416,405 18,717,742
Shareholders’ equity, total 165,022,262 77,265,709
Calculation of distributable funds
Retained earnings 1,743,057 688,394
Profit for the financial year 68,416,405 18,717,742
Invested unrestricted shareholders’ equity 18,119,800 18,119,800
Total 88,279,262 37,525,935
CapMan Plc’s share capital is divided as follows:
2024
Number of
shares
2023
Number of
shares
Series B share (1 vote/share) 176,878,210 158,849,387
CAPMAN ANNUAL REPORT 2024 85
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
14. Non-current liabilities
EUR 2024 2023
Senior bonds 99,607,323 89,750,033
Other non-current liabilities 1,684,449 1,682,481
Non-current liabilities total 101,291,772 91,432,514
15. Current liabilities
EUR 2024 2023
Accounts payable 155,727 466,074
Liabilities to Group companies
Group account at OP Yrityspankki Plc 18,982,130 18,038,256
Group account at Nordea Bank 8,912,069 0
Accounts payable 287,240 86,827
Other liabilities 1,054 166,354
Accrued expenses 115,023 108,003
Total 28,297,516 18,339,440
Other liabilities 203,697 903,279
Accrued expenses 4,962,471 2,359,243
Current liabilities total 33,619,411 22,128,037
16. Contingent liabilities
EUR 2024 2023
Leasing agreements
Operating lease commitments
Within one year 183,250 135,226
After one but not more than five years 88,169 66,654
Total 271,419 201,880
Other hire purchase commitments
Within one year 763,884 757,008
After one but not more than five years 827,541 1,577,100
Total 1,591,425 2,334,108
Securities and other contingent liabilities
Contingencies for own commitment
Enterprise mortgages 60,000,000 60,000,000
Investment commitments to other funds 2,277,273 1,003,556
Other contingent liabilities 1,024,014 1,204,663
Total 63,301,287 62,208,219
Contingencies for subsidiaries’ commitments
Investment commitments 207,656 207,656
Total 207,656 207,656
CAPMAN ANNUAL REPORT 2024 86
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
17. Derivative instruments
EUR 2024 2023
Nominal amount of derivatives
Foreign exchange forwards 4,484,334 5,319,743
Total 4,484,334 5,319,743
Fair value of derivatives
Foreign exchange forwards –76,832 116,491
Total –76,832 116,491
CAPMAN ANNUAL REPORT 2024 87
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
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 12.2.2025
Joakim Frimodig Mammu Kaario
Chairman
Catarina Fagerholm Johan Hammarén
Olli Liitola Johan Bygge
Pia Kåll
CEO
Signatures to the Report of the Board of Directors and Financial Statements
The Auditor’s Note
Our report has been issued today.
Helsinki 12.2.2025
Ernst & Young Oy
Audit firm
Kristina Sandin
Authorised Public Accountant
CAPMAN ANNUAL REPORT 2024 88
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
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, 2024. 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 7 to the consolidated
financial statements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed
in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
We have fulfilled the responsibilities described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of
our report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures,
including the procedures performed to address the matters
below, provide the basis for our audit opinion on the accompa-
nying financial statements.
We have also addressed the risk of management override of
internal controls. This includes consideration of whether there
was evidence of management bias that represented a risk of
material misstatement due to fraud.
Auditor’s report (Translation of the Finnish original)
CAPMAN ANNUAL REPORT 2024 89
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Key Audit Matter How our audit addressed the Key Audit Matter
Revenue recognition
We refer to the accounting policies in the financial
statements and the Note 3.
CapMan’s turnover in consolidated group
accounts amounted to 57,6 million euros. It
consists of management fees, sale of services
and carried interest income.
The timing of revenue recognition can be
judgmental as revenue is recognized either
over time or at the point in time depending on
the circumstances and provided services. The
assessment of recognized revenue includes
management assumptions and estimates.
Revenue recognition was determined to
be a key audit matter. Revenue recognition
related to carried interest was determined to
be a significant risk of material misstatement
referred to in EU Regulation No 537/2014
point (c) of Article 10(2) in respect of its timely
recognition and at a proper amount.
Our audit procedures to address the risk of
material misstatement included, among other
things, assessing that the revenue recognition
principles comply to applicable accounting
standards, assessing the process for recognizing
revenue and identifying controls relating to
revenue recognition.
We examined sales cutoff with analytical
procedures. We supplemented our procedures
with test of details on a transaction level on a
random basis in order to ensure that the revenue
has been recognized in a correct accounting
period and it’s based on the corresponding
agreements.
In addition, we assessed the adequacy of
disclosures relating to the fee and commission
income of the group.
Key Audit Matter How our audit addressed the Key Audit Matter
Valuation of non-liquid investments
We refer to the accounting policies in the financial
statements and the Notes 18 and 33.
The Group’s investment portfolio 31.12.2024
amounts to 167,2 million euros. The
investment portfolio includes mainly invest-
ments 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 estab-
lished policies and determining if they have
been applied appropriately.
• Reviewing and assessing the valuations
determined by CapMan or other party.
• Assessing whether the International Private
Equity and Venture Capital Valuation
Guidelines and valuation methodology of IFRS
have been applied correctly.
Our valuation specialists were involved in the
audit.
In addition, we assessed the adequacy
of disclosures relating to the non-liquid
investments.
CAPMAN ANNUAL REPORT 2024 90
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Key Audit Matter How our audit addressed the Key Audit Matter
Dasos Capital business combination
We refer to the accounting policies in the financial
statements and the Note 14.
The Group acquired the shares of Dasos
Capital Oy during the financial year. The
acquisition date was determined to be March
1, 2024. The purchase consideration of 37,4
million euros was paid with CapMan Oyj shares
(34,4 million euros) and in cash (3,0 million
euros).
Assets acquired and liabilities and
contingent liabilities assumed in a business
combination are measured at acquisition date
fair value. Management judgement relates
specifically to determining the fair value of
acquired assets and liabilities, in particular
determining the fair values of separately
identifiable intangible assets such as customer
relationships.
The significant business combination was
a key audit matter as it involves valuation
processes and methods, and judgments made
by management.
Our audit procedures included, among others:
• Familiarizing ourselves with the Share
Purchase Agreement relating to the business
combination of Dasos Capital.
• Assessing together with our valuation
specialists the valuation processes and
methodologies to identify acquired assets and
liabilities and to determine the fair value of
these.
• Assessing the adequacy of disclosures relating
to the business combination.
Key Audit Matter How our audit addressed the Key Audit Matter
Valuation of goodwill
We refer to the accounting policies in the financial
statements and the Note 16.
The value of goodwill at the date of the
financial statements 31.12.2024 amounted
to 30,1 million euros representing 9% of total
assets and 15% 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 gener-
ating 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.
CAPMAN ANNUAL REPORT 2024 91
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Responsibilities of the Board of Directors and the
Managing Director for the Financial Statements
The Board of Directors and the Managing Director are respon-
sible for the preparation of consolidated financial statements
that give a true and fair view in accordance with IFRS Accounting
Standards as adopted by the EU, and of financial statements that
give a true and fair view in accordance with the laws and regula-
tions governing the preparation of financial statements in Finland
and comply with statutory requirements. The Board of Directors
and the Managing Director are also responsible for such internal
control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Board of Directors
and the Managing Director are responsible for assessing the
parent company’s and the group’s ability to continue as going
concern, disclosing, as applicable, matters relating to going
concern and using the going concern basis of accounting. The
financial statements are prepared using the going concern basis
of accounting unless there is an intention to liquidate the parent
company or the group or cease operations, or there is no realistic
alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial
Statements
Our objectives are to obtain reasonable assurance on whether
the financial statements as a whole are free from material
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 require-
ments regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
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.
CAPMAN ANNUAL REPORT 2024 92
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
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 seven years.
Other information
The Board of Directors and the Managing Director are respon-
sible 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 state-
ments 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 infor-
mation 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 12.2.2025
Ernst & Young Oy
Authorized Public Accountant Firm
Kristina Sandin
Authorized Public Accountant
CAPMAN ANNUAL REPORT 2024 93
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
Independent Auditor’s Report on the ESEF Consolidated Financial Statements of
CapMan Oyj (Translation of the Finnish original)
To the Board of Directors of Capman Oyj
We have performed a reasonable assurance engagement on the
financial statements 743700498L5THNQWVL66_2024-12-31-fi.
zip of Capman Oyj (y-identifier: 0922445-7) that have been
prepared in accordance with the Commission’s regulatory
technical standard for the financial year ended 31.12.2024.
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 state-
ments 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 require-
ments 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.
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 Oyj 743700498L5THNQWVL66_2024-12-31-fi.zip
for the financial year ended 31.12.2024 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 state-
ments of Capman Oyj for the financial year ended 31.12.2024
has been expressed in our auditor’s report 12.2.2025. With
this report we do not express an opinion on the audit of the
consolidated financial statements nor express another assurance
conclusion.
Helsinki 28.2.2025
Ernst & Young Oy
Authorized Public Accountant Firm
Kristina Sandin
Authorized Public Accountant
CAPMAN ANNUAL REPORT 2024 94
FINANCIAL STATEMENTS
REPORT OF THE BOARD OF DIRECTORS
capman.com
CapMan Group
Ludviginkatu 6
00130 Helsinki