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2025 Annual General Meeting

CapMan Plc’s Annual General Meeting (AGM) for 2025 will be held on Tuesday, 25 March 2025 at 1:00 p.m. (EET) at Little Finlandia at the address Karamzininranta 4, 00100 Helsinki.  

CapMan provides the option for shareholders to exercise their voting rights without having to be physically present at the AGM by voting in advance. In addition, the shareholders can follow the AGM via a webcast, to which an access link will be sent prior to the AGM.  

More detailed instructions are presented in the Notice to the Annual General Meeting and on this page.  

Register for the AGM here: Registration to the Annual General Meeting

Important dates:

  • 13.2.2025 Notice to the AGM  
  • 14.2.2025 Registration for the AGM and advance voting begins (from 10.00 a.m. EET)  
  • Beginning of week 10 2025 Publication of Annual Report  
  • 13.3.2025 AGM record date  
  • 19.3.2025 Registration and advance voting closes (by 4.00 p.m. EET)  
  • 20.3.2025 Deadline to register a nominee registered shareholder to the temporary shareholders’ register maintained by Euroclear Finland Oy (by 10.00 a.m. EET)  
  • 25.3.2025 Annual General Meeting (from 1.00 p.m.)  
  • 27.3.2025 Dividend record date 
  • 3.4.2025 Dividend payment date 
  • 15.9.2025 Board resolution on the additional dividend 

Material for the General Meeting  

Instructions  

The General Meeting is conducted in Finnish. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12:30 a.m. (EET).    

Shareholders, who have registered for the General Meeting, can follow the General Meeting via a webcast. Instructions on following the webcast will be provided by email to shareholders prior to the General Meeting. Following the meeting via webcast is not considered participating in the General Meeting or exercising shareholder rights.  

Registration for the General Meeting  

Shareholders registered in the shareholders’ register

Each shareholder, who is registered in the shareholders’ register of the Company held by Euroclear Finland Oy on the record date of the General Meeting, 13 March 2025, has the right to participate in the General Meeting. A shareholder whose shares are registered on the shareholder’s personal Finnish book-entry account is registered in the shareholders’ register of the Company. The use of proxies is described below.

Registration for the General Meeting will begin on 14 February 2025 at 10:00 a.m. (EET). A shareholder who is registered in the shareholders’ register of the Company and who wishes to participate in the General Meeting, shall register for the General Meeting by giving a prior notice of participation no later than 19 March 2025 at 4:00 p.m. (EET), by which time the notice must be received by the Company. The registration for the General Meeting can be done in the following ways:

a) On this webpage through the link provided at the top of the page. Electronic registration requires that the shareholder or its statutory representative or proxy representative uses strong electronic authentication either by Finnish, Swedish or Danish bank ID or mobile certificate.

b) by e-mail by submitting the registration and advance voting form available at the top of this webpage or equivalent information to agm@innovatics.fi.

c) by mail by submitting the registration and advance voting form available at the top of this webpage or equivalent information to Innovatics Oy, General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

In connection with the registration, a shareholder is required to provide the requested personal information, such as their name, birth date or business identity code, phone number and/or email, address and the name and birth date of a proxy representative or assistant, if any, and the proxy representative’s phone number and/or email. The personal data given to the Company by shareholders is only used in connection with the General Meeting and with the processing of related necessary registrations.

A shareholder, and their authorized representative or proxy representative, if any, shall be able to prove their identity and/or right of representation at the General Meeting upon request.

Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. (EET) to 12:00 p.m. (EET) and from 1:00 p.m. (EET) to 4:00 p.m. (EET).

Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which the shareholder would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy on the record date of the General Meeting 13 March 2025. In addition, the right to participate in the General Meeting requires that the shareholder, on the basis of such shares, has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by 20 March 2025 at 10:00 a.m. (EET). With regard to nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting nor on the number of votes of the shareholder.

A holder of nominee-registered shares is advised to request necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and voting instructions, registration for the General Meeting as well as advance voting from their custodian bank without delay. The account management organisation of the custodian bank shall temporarily register the holder of nominee-registered shares, who wishes to participate in the General Meeting, in the shareholders’ register of the Company by the above-mentioned date at the latest, and, if needed, take care of the advance voting on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares. Further information is available below.

Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise its rights at the meeting by way of proxy representation. A proxy representative may also vote in advance on behalf of the shareholder in the manner described in this notice. The proxy representative must use their personal strong electronic authentication when registering through the electronic registration service, after which they will be able to register and vote in advance on behalf of the represented shareholder. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, separate proxy documents for each book-entry account shall be provided and the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

The proxy documents, if any, should be delivered primarily as an attachment in connection with electronic registration or alternatively by mail to Innovatics Oy, Annual General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi before the expiry of the registration period, by which time the documents must be received by Innovatics Oy. In addition to delivering the proxy documents, the shareholder or its proxy representative shall also register to the General Meeting in the manner set out above in this notice.

Alternatively, shareholders that are legal entities can also use the electronic Suomi.fi authorisation service for authorising their proxies. In this case, the proxy representative is appointed by such shareholder in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic “Representation at the General Meeting”). In connection with the registration, the representative must identify themselves with strong electronic authentication, after which they will be able to register and vote in advance. The strong electronic authentication works with personal banking codes or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.

Advance voting

Shareholders with a Finnish book-entry account may vote in advance on certain matters on the agenda of the General Meeting during the period from 14 February 2025 at 10:00 a.m. (EET) until 19 March 2025 at 4:00 p.m. (EET). Advance voting can be done in the following ways:

a) On this webpage. Login to the service is done in the same way as for registration described above in section “Shareholders registered in the shareholders’ register” a).

b) by e-mail by submitting the registration and advance voting form available at the top of this webpage or equivalent information to agm@innovatics.fi.

c) by mail by submitting the registration and advance voting form available at the top of this webpage or equivalent information to Innovatics Oy, General Meeting / CapMan Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

The advance votes must be received by the Company or Innovatics Oy, as instructed, before the expiry of the advance voting period. Submission of the votes before the expiry of the registration and advance voting period in this manner constitutes due registration for the General Meeting, provided that they contain the above-mentioned information required for the registration.

A shareholder who has voted in advance cannot request information under the Finnish Companies Act or request a vote at the General Meeting if they or their proxy representative is not present at the General Meeting venue.

With regard to holders of nominee-registered shares, the advance voting is performed via the account management organisation. The account management organisation may vote in advance on behalf of the holders of nominee-registered shares it represents, in accordance with the voting instructions provided by them, during the advance voting period for holders of nominee-registered shares.

A proposal subject to advance voting is considered to have been presented unchanged at the General Meeting. Conditions related to the electronic advance voting and other related instructions are available on this webpage.

Other instructions and information

The General Meeting is conducted in Finnish.

Shareholders, who have registered for the General Meeting, can follow the General Meeting via a webcast. Instructions on following the webcast will be provided by email to shareholders prior to the General Meeting. Following the meeting via webcast is not considered participating in the General Meeting.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.

Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting nor on the number of votes of the shareholder.

General information

About the General Meeting

The Annual General Meeting (AGM) is held annually, no later than by the end of June. The meeting has usually been held in March. The most important matters within the competence of the AGM include:

The date of the general meeting and shareholders’ right to include items on the agenda

CapMan publishes the date for the following year’s AGM in the announcement on the disclosure dates for its following year’s interim reports.  A shareholder has the right to have a matter falling within the competence of the general meeting to be included in the agenda if the request is made in writing to the Board of Directors at the latest four weeks before the publication of the meeting notice. Exact deadline for the request as well as the delivery address are available on the company’s website. The meeting notice has typically been published in the end of January and the deadline for the requests is in the beginning of January.

The notice to convene the general meeting and other meeting documents

The notice to convene the general meeting and the documents and proposals to be presented to the general meeting are published on the company’s website and where necessary as stock exchange release three weeks before the meeting at the latest at the latest

The minutes of the general meeting, the voting results and the relevant appendices to the minutes will be available on the company’s website at the latest two weeks after the general meeting.

The meeting documents relating to the previous general meetings will be kept on the company’s website at least for five years. Annual Remuneration Reports and Corporate Governance Statements will be held available on the website for at least ten years.

Attendance of Board members and candidates for the Board, the CEO, and the Auditor at Annual General Meetings

As a general rule, the company’s CEO, the Chairman of the Board, the members of the CapMan Board of Directors and the individuals proposed to be elected to the Board of Directors shall attend the Annual General Meetings. In addition, the auditor is always present at the Annual General Meetings.

Protection of the personal data of shareholders

The personal data given to CapMan Plc by shareholders in connection with the registration to the meeting is used only in connection with the General Meeting and with the processing of related registrations.

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