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Under the Securities Act the term “U.S. person" means:

i.Any natural person resident in the United States;
ii.Any partnership or corporation organized or incorporated under the laws of the United States;
iii.Any estate of which any executor or administrator is a U.S. person;
iv.Any trust of which any trustee is a U.S. person;
v.Any agency or branch of a foreign entity located in the United States;
vi.Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
vii.Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
viii.Any partnership or corporation if: (A)Organized or incorporated under the laws of any foreign jurisdiction; and (B)Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.

Group structure and operative organisation

The CapMan Group (the Group) is comprised of CapMan Plc and its subsidiaries and associated companies. CapMan has subsidiaries in Finland, Sweden, Norway, Denmark, Guernsey, Luxembourg, and Cyprus. These subsidiaries act as fund management and/or advisory companies for Group’s funds making direct investments in portfolio companies or in real estate assets. The voting power in all subsidiaries is 100%-owned by CapMan, with the exception of CapMan Public Market Manager S.A. and CapMan Mezzanine Manager V S.A., of which CapMan owns 90%. CapMan’s most significant associated companies are the Maneq companies, which, depending on the company, are 30–35%-owned by CapMan. All CapMan’s subsidiaries and associated companies are listed in the Notes to the Accounts in the Financial Statements section of the company’s Annual Report.

The Group has two operating segments: the Management Company business and Fund Investment business. The Management Company business is subdivided into two business areas: CapMan Private Equity, which manages funds that invest in portfolio companies, and CapMan Real Estate, which manages funds that invest in real estate. Investments by CapMan funds investing in portfolio companies focus on two key investment areas in the Nordic countries and on one investment area in Russia. The investment areas are middle market buyouts (CapMan Buyout), investments in mid-sized companies operating in Russia (CapMan Russia), and significant minority shareholdings in listed small and mid-cap companies (CapMan Public Market). The investment focus of CapMan's real estate funds is on real estate properties, principally in Finland. The Group has nominated teams for each investment area. The investment teams are responsible for identifying new investment opportunities, making investment proposals, supporting the value creation of portfolio companies or real estate assets, and carrying out exit projects. CapMan has furthermore two other investment areas (CapMan Technology and CapMan Life Science), which do not make new investments but focus on developing the value of their existing portfolio companies.

The Group has three service teams: (1) Sales, Marketing, Investor Relations and Communications, (2) Finance, Back Office, Legal and IT and (3) Human Resources.

Group structure and operative organisation

Investment teams

CapMan Group

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