CapMan Plc Stock Exchange Release
16 March 2022 at 4:10 p.m. EET
CapMan Board resolved on a new investment-based long-term incentive plan and the payment of the vested reward from the 2020 incentive plan
The Board of Directors of CapMan Plc (the “Company”) has resolved to establish a new Performance Share Plan 2022-2025 (the “Plan”) for CapMan Group management, as well as selected Group key employees. The participants are committed to shareholder value creation by investing a significant amount into the CapMan Plc share, which is the prerequisite for the participation in the Plan. In addition, the aim of the new long-term incentive plan is to align remuneration with CapMan’s sustainability agenda, to retain the Plan participants at the Company’s service, and to offer them a competitive reward plan based on owning, earning and accumulating the Company’s shares.
The new Plan includes three performance periods. The performance periods will commence on 1 April 2022 and end on 31 March 2023, 2024, and 2025, respectively. The participants may earn a performance-based reward from each of the performance periods and a matching reward from the 2022-2025 period.
The prerequisite for receiving a reward from the Plan is that a participant acquires Company shares or allocates previously owned Company shares to the Plan 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), the achievement of sustainability-linked targets, and on a participant’s employment or service upon reward payment. The sustainability-linked targets are to be set by CapMan Plc’s board by the end of March 2023.
The rewards from the Plan will be paid in the Company’s shares in 2024, 2025, and 2026. The Board of Directors shall resolve whether new shares or existing shares held by the Company are given as reward. As a general rule, no reward will be paid, if a participant’s employment or service ends before the reward payment. The shares paid as reward may not be transferred during the lock-up periods established for the shares. The lock-up periods will end in April 2025, 2026, and 2027.
The target group of the Plan consists of approximately 20 people, including the members of the Management Group. The rewards to be paid on the basis of the performance periods amount up to a maximum of approximately 4.5 million CapMan Plc shares, indicating a dilution of less than 3.0 per cent.
As a general rule, a participant must hold a minimum of 25 per cent of the shares given on the basis of the Plan, until the participant’s shareholding in the company corresponds to the amount of the participant’s fixed annual gross salary and for as long as the participant’s employment or service in a Group company continues.
To facilitate participants’ investment into the new Plan, CapMan Plc’s Board of Directors has decided on the early payment of the vested reward shares from the 2020 incentive plan. The payment will take place after the vesting point on 13 April 2022. The number of shares to be issued will depend on the achieved TSR at the vesting point. The maximum potential number of shares issued is 2.9 million. The reward shares shall be subject to transfer restrictions until the end of April 2024. Irrespective of the early payment, the plan will remain in force until the end of its performance period on 31 March 2023 in line with the original terms. The issuance of shares for the reward payment will be completed by using the existing share issue authorisation given by the 2022 Annual General Meeting.
Andreas Tallberg, Chairman of the Board of CapMan Plc: “CapMan has demonstrated strong growth and successfully achieved its strategic objectives over the past years. In line with the growth strategy, the Company has completed several key recruitments and a new performance share plan will help incentivise these joiners. The Company has also progressed on its sustainability strategy. The inclusion of sustainability-linked targets in the long-term incentives plan aligns remuneration with the Company’s overall sustainability objectives.”
CAPMAN PLC
Board of Directors
For further information, please contact:
Andreas Tallberg, Chairman of the Board of Directors, CapMan Plc, tel. +358 40 700 2252
DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
www.capman.com
About CapMan
CapMan is a leading Nordic private asset expert with an active approach to value creation. As one of the private equity pioneers in the Nordics we have built value in unlisted businesses, real estate, and infrastructure for over three decades. With over to €4.5 billion in assets under management, our objective is to provide attractive returns and innovative solutions to investors. We are dedicated to set science-based targets to reduce our greenhouse gas emissions in line with the Paris Agreement. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover minority and majority investments in portfolio companies and real estate, and infrastructure assets. We also provide wealth management solutions. Our service business includes procurement and analysis, reporting and back office services. Altogether, CapMan employs approximately 160 professionals in Helsinki, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001.
