CapMan Plc
Stock Exchange Release / Other information disclosed according to the rules of the Exchange
15 January 2026 at 11:00 a.m. EET
Proposals by CapMan‘s Shareholders’ Nomination Board to the 2026 Annual General Meeting
CapMan’s Shareholders’ Nomination Board (the “Nomination Board”) submits the following proposals to the 2026 Annual General Meeting which is planned to be held on 25 March 2026.
Board Composition
The Nomination Board proposes that the Board of Directors consists of six (6) members and that the following persons be re-elected to the Board of Directors for a term of office ending at the end of the next Annual General Meeting:
- Johan Bygge
- Catarina Fagerholm
- Joakim Frimodig
- Mammu Kaario
- Ari Kaperi
- Eva Lindholm.
All candidates have given their consent to the position. The candidates have indicated that if they come as elected, they will choose Joakim Frimodig as the Chair of the Board of Directors.
According to the information available to the Nomination Board, all candidates other than Joakim Frimodig are independent of the Company and its significant shareholders. Joakim Frimodig is non-independent of the Company since he has had an employment relationship with the Company in the last three years, and non-independent of a significant shareholder since he is a board member in Silvertärnan Ab which holds more than 10 % of CapMan shares.
In relation to the Board of Directors’ selection procedure, the Nomination Board recommends that shareholders evaluate and vote on the Board candidate list as a whole at the Annual General Meeting. This recommendation is given on the basis that it is the Nomination Board’s responsibility to ensure that the proposed Board not only has individually qualified members but also collectively offers the optimal mix of expertise and experience for the Company and meets the diversity and other requirements of the Finnish Corporate Governance Code for listed companies.
Board members’ fees
The Nomination Board proposes to the 2026 Annual General Meeting that the monthly fees payable to the Board members in cash for the term ending at the end of the following Annual General Meeting are as follows:
- Chair of the Board of Directors: EUR 5,650/month (2025: EUR 5,450)
- Deputy Chair of the Board of Directors: EUR 4,500/month (2025: EUR 4,350)
- Chair of the Audit and Risk Committee: EUR 4,500/month (2025: EUR 4,350), if they are not simultaneously acting as Chair or Deputy Chair of the Board of Directors
- Board members: EUR 3,600/month (2025: EUR 3,500).
The Nomination Board further proposes to keep the meeting fees unchanged. The Nomination Board thus proposes to the Annual General Meeting that for participation in meetings of the Board of Directors and its Committees, the Chairs be paid a fee of EUR 800 per meeting (2025: EUR 800) and the members of the Board and its Committees be paid a fee of EUR 400 per meeting (2025: EUR 400) in addition to their monthly fee, that the remuneration of the Board members includes other possible incidental expenses and that the travel expenses be compensated in accordance with the Company’s travel policy.
Amendment of the Charter of the Shareholders’ Nomination Board
In addition, the Nomination Board proposes amendments to the Charter of the Shareholders’ Nomination Board. The proposed amendments are related to the timing of annual formation of the Nomination Board, to the practices concerning the nomination rights of shareholders with aggregated holdings, and to the unanimity of decision-making of the Nomination Board. The proposed Charter of the Shareholders’ Nomination Board in its amended form is attached to this release.
The Nomination Board comprises four members that are appointed by the four shareholders having the largest share of the votes. Persons appointed to the Nomination Board are:
- Stefan Björkman (Silvertärnan Ab),
- Olli Haltia (Hozainum Partners Oy),
- Rami Vehmas (Ilmarinen Mutual Pension Insurance Company), and
- Peter Immonen, (Dolobratos Oy Ab).
The Chair of CapMan Plc’s Board of Directors Joakim Frimodig serves as an expert member and shall not take part in the decision-making of the Nomination Board.
CAPMAN PLC
Essi Orenius, General Counsel, +358 40 716 7935
DISTRIBUTION
Nasdaq Helsinki
Principal media
www.capman.com
CapMan Plc_Proposal for the Charter of Shareholders Nomination Board
About CapMan
CapMan is a leading Nordic private asset expert with an active approach to value creation and 7.1 billion euros in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, real asset debt, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London, Luxembourg, and Düsseldorf. We are listed on Nasdaq Helsinki since 2001. www.capman.com.