CapMan Plc
Stock Exchange Release
3 June 2024 at 18:00 EEST

CapMan Plc (the "Company") announces today the final results of the invitation to all holders of its outstanding EUR 50 million 4.000 per cent notes due 9 December 2025 (ISIN: FI4000456132) (the "Notes") to tender their Notes for cash on the terms and conditions set out in the tender offer memorandum dated 24 May 2024 (the "Tender Offer Memorandum") (the "Tender Offer").

Results of the Tender Offer

The expiration deadline for the Tender Offer was 4:00 p.m. Finnish time (EEST) on 31 May 2024. The aggregate principal amount of the Notes validly tendered by the holders for purchase pursuant to the Tender Offer was EUR 46,049,000.

The Company confirms that the condition relating to the pricing of new euro-denominated notes (the "New Notes") has been fulfilled and, subject to the issuance agreement remaining in full force and effect on the Settlement Date (as defined below), the Company will accept for purchase all such tenders of the Notes pursuant to the terms of the Tender Offer Memorandum.

The settlement date for the Tender Offer and the issue of the New Notes is 10 June 2024 (the "Settlement Date").

The purchase price of the Notes is EUR 1,005 per EUR 1,000 in nominal amount of the Notes. Accrued and unpaid interest will be paid in respect of all Notes accepted for purchase. All the Notes purchased by the Company will be cancelled. The Notes not purchased pursuant to the Tender Offer will remain outstanding.

Additional information may be obtained from the Dealer Manager.

Dealer Manager:

OP Corporate Bank plc

Telephone: +358 50 599 1281

Attention: Thomas Ulfstedt

Email: liabilitymanagement@op.fi

CAPMAN PLC

For further information, please contact:

Stina Lähteenoja

Communications Manager

+358 45 840 8438

Distribution:

Nasdaq Helsinki

Principal media

www.capman.com

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.7 billion 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, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001.

Disclaimer

This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Company. The distribution of this release and the related material concerning the Tender Offer may, in certain jurisdictions, be restricted by law. Persons resident outside of Finland may receive this release and the related material concerning the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such material or documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction. In particular, this release and any such material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. None of the Company or the Dealer Manager or any of their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the Company's securities, are aware of these restrictions or not. Please refer to the Tender Offer Memorandum for a full description of such restrictions.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), the securities laws of any state of the United States or other jurisdiction. Any securities referred to herein may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons (as such terms is defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

The information provided in this release and any related materials relating to any securities referred to herein is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000, as amended, do not apply and are solely directed at persons in the United Kingdom who (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) are within Article 43(2) of the Order, or other persons to whom they may be lawfully communicated (all such persons together being referred to as "relevant persons"). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.