Remuneration

Remuneration policy

The purpose of the remuneration at CapMan Plc (hereinafter referred to as CapMan or the Company) is to support the company’s business strategy.

The Company adheres in its remuneration of the personnel to the following main principles which support the implementation of the business strategy:

• Overall remuneration is proven to be competitive
• Remuneration attracts and engages to the company
• Remuneration is fair, equal and understandable
• Remuneration is encouraging and directs to achieving strategic business objectives
• The total remuneration rate is based on the requirement level of tasks
• Alignment of interests of the shareholders, fund investors and personnel

The terms of the CEO’s service are agreed upon in the CEO service agreement. The same remuneration principles (e.g. regarding fringe benefits) are generally applied to the CEO as to other employees. Nonetheless, taking into account the special nature and requirement level of the CEO’s duties as well as the position of responsibility related to the role, the CEO can be offered certain benefits that deviate from the personnel’s benefits. These can include for example a pension benefit. The terms of the CEO agreement are described in more detail in the Remuneration Report published annually, and on the Company’s website. The Remuneration Report was published for the first time for calendar year 2020.

This CapMan Remuneration Policy has been drawn up in accordance with the Finnish Limited Liability Companies Act (624/2006, with amendments), Securities Markets Act (746/2012, with amendments), Decree of the Ministry of Finance 608/2019 and the Finnish Corporate Governance Code (hereinafter referred to as Governance Code) entered into force on 1 January 2020. This Remuneration Policy is applied to the remuneration of CapMan’s Board of Directors, Chief Executive Officer (hereinafter referred to as CEO) and potential deputy CEO. The remuneration principles of the CEO are applied also
to the potential deputy CEO where applicable, unless otherwise stated in this Policy.

The Governance Code is available on Securities Market Association’s website at www.cgfinland.fi/en/. This Policy was considered in CapMan’s Annual General Meeting on 11 March 2020. The updated policy was approved by the Annual General Meeting on 15 March 2023.

Remuneration and financial benefits

When considering the remuneration elements, the Board’s Remuneration Committee and the Board of Directors have primarily applied principles of fairness and competitiveness, balancing of interests of shareholders, fund investors as well as employees, and promoting as well as strengthening the performance culture both short and long term.

Board of Directors

Decision-making process and main principles of remuneration

The remuneration of the members of the Board of Directors (the “Board”) is confirmed by the Annual General Meeting (the “AGM”). The Shareholder´s Nomination Board makes the proposals regarding the remuneration of the Board members to the AGM. According to the decision of the AGM 2023, the monthly fee of the Chairman of the Board of Directors is EUR 5 000 (2022: EUR 5 000), the monthly fee of the Vice Chairman is EUR 4 000 (2022: EUR 4 000), the monthly fee of the Chairman of the Audit Committee of the Board is EUR 4 000 (2022: 4 000) in case he/she does not simultaneously act as the Chairman or the Vice Chairman of the Board and the monthly fee of the members of the Board is EUR 3 250 (2022: EUR 3 250). Based on the AGM resolution, the monthly remuneration will be paid in cash. Board members are not in an employment relationship or service agreement with CapMan (except Olli Liitola who has entered into a consultancy agreement with the Company) and they are not given the opportunity to participate in CapMan’s share-based incentive program, nor does CapMan have a pension plan that they can opt to take part in.

The Chairmen of the Board and Board’s Committees are paid a meeting fee of EUR 800 per meeting (2022: EUR 800) and the members of the Board and Board’s Committees are paid meeting fee of EUR 400 per meeting (2022: EUR 400). The meeting fees are paid in cash. All members of the Board shall be reimbursed for reasonable travel expenses in accordance with the Company´s travel compensation policy.

Remuneration and other financial benefits paid to the Board members in 2022 are described in the Remuneration Report 2022.

CEO and Management Group

Decision-making process

The Board confirms the overall remuneration principles and elements covering the CEO and Management Group members on an annual basis. The Board’s Remuneration Committee, consisting of at least two independent Board members and non-executives, prepares remuneration-related matters for the Board.

Any adjustments to the CEO’s salary and other compensation can only be made with the Board’s approval. The monthly salaries of the Management Group members may be increased on the basis of a proposal by the CEO and subsequent approval by the Chairman of the Board. As of 2020, the CEO remuneration must be in compliance with the Remuneration Policy considered in the AGM of 2021. The Remuneration Policy was updated in 2023 and considered in the AGM of 2023.

Remuneration of the CEO

The CEO Pia Kåll is entitled to remuneration corresponding to a monthly salary of EUR 35 000 and fringe benefits (phone, lunch and sports benefit). Additionally, she is entitled to an additional defined contribution-based pension insurance for which the Company pays an annual premium of 10% of the participant’s annual salary. The CEO’s entitlement to a premium-free policy increases gradually after three years and after six years covers 100% of the cumulative additional pension saving. The retirement age of the CEO is 63 years.

The CEO’s remuneration does not include short-term incentives (STI). The long-term incentive scheme (LTI) for the CEO is a share-based program described in section “Share-based remuneration programmes”.

The CEO has a mutual notice period of six months, and she will be entitled to a severance pay of 12 months’ salary, if her service agreement is terminated by the Company.

The base salary, fees and other financial benefits paid to the former CEO, Joakim Frimodig, whose appointment ended on 15 March 2023, are described in the Remuneration Report 2022.

Remuneration of the Management Group members

In addition to a monthly salary and fringe benefits, certain Management Group members are entitled to an additional defined contribution-based pension insurance, for which the Company pays an annual premium equivalent to 5% of the participant’s annual salary (excluding fringe benefits). The individual’s entitlement to a premium-free policy increases gradually after three years and after six years covers 100% of the cumulative additional pension saving.

When considering the remuneration of the Company, the Board has emphasized long-term commitment of the management and decreased the amount of short-term incentives in the remuneration schemes. The CEO and the CFO are not included in the short-term incentive programs. Other Management Group members may be entitled to annual bonuses according to the Corporate Remuneration Policy approved by the Board annually. Annual bonuses are typically based on both business performance and personal/team performance.

During 2022, Management Group members (excluding the CEO) were paid a total of 2 809 303 euros as annual remuneration and other financial benefits, and 690 824 euros as bonuses. In addition to that, Management Group members were paid 21 591 euros as voluntary pension payments.