The Board of Directors of CapMan Plc is responsible for confirming the Group’s Corporate Governance principles.

Updated on 22 February 2018.

CapMan Plc (“CapMan”) complies, in accordance with comply or explain principle, with the Finnish Corporate Governance Code 2015 (the “Code”) for listed companies issued by the Securities Market Association and entered into force on 1 January 2016. The deviations from the Code are explained below in section 2. Furthermore, CapMan’s corporate governance is in compliance with the laws of Finland, its articles of association and the rules and directions of Nasdaq Helsinki Ltd.

The company’s Corporate Governance Statement, Remuneration Statement and the Remuneration Report , that are required by the Code, are available below. The Corporate Governance Statement is also published in the company’s Annual Report for 2017.

The Code is publicly available on the website of the Securities Market Association at

Articles of Association

The current Articles of Association were approved by the Extraordinary General Meeting on 8 December 2016.

Group Structure

The CapMan Group is comprised of CapMan Plc and its subsidiaries and associated companies.

The CapMan Group (the “Group”) is comprised of CapMan Plc and its subsidiaries and associated companies. CapMan has subsidiaries in Finland, Sweden, Guernsey, Luxembourg, the United Kingdom, 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 the most of the subsidiaries is 100%-owned by CapMan. CapMan’s most significant associated company is Maneq Investments Luxembourg S.à r.l. All CapMan’s subsidiaries and associated companies are listed in the Notes to the Accounts in the Financial Statements. CapMan acquired the ownership of all the shares in Norvestia Oyj as a result of the voluntary public exchange offer published in the end of 2016. The exchange offer and the following redemption proceeding were completed in the end of 2017. On 1 March 2018, Norvestia Oyj merged into CapMan.

The CapMan Group’s three current operating segments include the Management company business, the Service business and the Investment business. As a fund management company, CapMan mainly manages assets of its customers, i.e. investors, by making investments from the private equity funds, into which funds have been raised mainly from institutional investors, such as pension companies and foundations, or directly from CapMan’s own balance sheet. The CapMan Group’s Service business includes two professional service teams: Scala Fund Advisory and CapMan Procurement Services (CAPS). Under the operating segment of Investment business, CapMan makes investments from its own balance sheet. In addition, the CapMan Group has Finance, Legal, Back Office, IT, Communications, Human Resources and Sales & Fund Investor Relations functions.