Remuneration Information • Apr 2, 2025
Remuneration Information
Open in ViewerOpens in native device viewer
| INTRODUCTION REMUNERATION AND THE COMPANY'S LONG-TERM FINANCIAL PERFORMANCE |
5 5 |
|---|---|
| REMUNERATION OF THE BOARD OF DIRECTORS | 7 |
| REMUNERATION OF THE FULL-TIME CHAIR OF THE BOARD OF DIRECTORS |
7 |
| REMUNERATION OF THE GROUP CEO | 10 |
| SHORT-TERM INCENTIVES OF THE GROUP CEO | 13 |
| LONG-TERM INCENTIVES OF THE GROUP CEO | 14 |
As Chair of the Remuneration Committee, I am pleased to present Mandatum's Remuneration Report for Governing Bodies for the financial year 2024. The report outlines the application of the Remuneration Policy for Governing Bodies and presents information on the remuneration of the members of the Board of Directors and the Group CEO in 2024.
The Remuneration Report for Governing Bodies 2023 was presented at Mandatum plc's Annual General Meeting (AGM) on 15 May 2024. In addition, our proposal for the Remuneration Policy for Governing Bodies, which defines the main principles and framework for the remuneration of the members of the Board of Directors and the Group CEO, was presented at the 2024 AGM. The AGM resolved to support both the report and the policy with an advisory resolution. I would like to thank you for your support at the 2024 Annual General Meeting.
The year 2024 was Mandatum's first calendar year as an independent listed company. The year was successful for Mandatum, and business continued to grow in several areas. In addition to business growth, Mandatum's solvency remained strong and we are still a highly capitalised company.
Mandatum Group's profit before taxes EUR 203, million was close to the previous year's level, while the fee result, which is key to Mandatum's strategy, rose 27 per cent from the previous year to EUR 67 million. In addition, we achieved an annual net flow of close to a billion euros. The Group's client assets under management grew to EUR 14 billion.
One of the key events of the year was the directed share issue for Mandatum's personnel, announced in August. The personnel offering was significantly oversubscribed, with more than half of the employees, a total of 394 persons including the Group CEO, subscribing to company shares. We were delighted to see that so many Mandatum employees participated in the offering and that the demand for the company share was strong among the personnel. This reflects the employees' commitment to the company, its strategy and goals.

Jannica Fagerholm, Chair of the Remuneration Committee and Vice Chair of the Board of Directors
Board of Directors
Remuneration of the Group CEO 4
Remuneration systems at Mandatum have been designed to enhance the company's long-term financial performance and sustainable business. The performance metrics and criteria used in remuneration schemes are based on the Group's strategy, goals and commitment to responsible business, strengthening the link between remuneration and performance, while considering both quantitative and qualitative performance criteria.
In the 2024 short-term incentive program, two of the company's key financial figures, net flow and fee result, were part of the performance metrics for every employee and member of the Group Management Team. The performance metrics of the short-term incentive program also included customer satisfaction as an ESG-metric for the Group CEO and all employees covered by the program. The customer satisfaction (NPS) was on an excellent level in 2024. In addition to the Group's common ESGmetric, the short-term incentive program included also other ESG targets that varied depending on the role and responsibilities.
In 2024, we also launched two long-term performance share-based incentive programs, in which we incorporated a sustainability target as one of the performance metrics. The other performance metrics in the plans include the absolute total shareholder return of the company's share and performance of Mandatum's capital-light business, which are both key indicators to reflect the Group's long-term financial performance and profitability. The long-term incentive scheme is directed to the Group Management Team and selected key employees, and its purpose is to align the objectives of the shareholders and key employees in order to increase the company's shareholder value in the longterm, commit key employees to implementing the company's strategy, and reward excellent performance.
We aim to continuously develop our remuneration practices, and we are committed to ensuring that the remuneration is aligned with the Group's strategy and targets. During 2024, we continued to separate our remuneration from the previous linkage to Sampo. Mandatum now has its own remuneration principles, Remuneration Policy for Governing Bodies and a long-term incentive scheme, all of which support the Group's long-term success.
We remain committed to the continued development of our remuneration systems and will actively follow market practices also going forward.
Chair of the Remuneration Committee and Vice Chair of the Board of Directors
This Remuneration Report for Governing Bodies (the "Remuneration Report") for the financial period 2024 has been prepared in accordance with the Corporate Governance Code 2025 approved by the Securities Market Association, and the Decree 608/2019 of the Ministry of Finance. The Remuneration Report will be presented to the Annual General Meeting for an advisory resolution in May 2025.
The Remuneration Report covers the remuneration of Mandatum plc's (hereafter also referred to as "Mandatum" or the "Company") Board of Directors and the Group CEO (hereafter referred to as the "CEO") and the application of the Remuneration Policy for Governing Bodies. The paid and earned remuneration and other financial benefits are reported excluding social expenses.
This Remuneration Report is published in Finnish and English. In the event of any discrepancy between language versions, the Finnish version shall prevail.
The remuneration of the Group CEO and the members of the Board of Directors is based on the Remuneration Policy for Governing Bodies, which defines the key principles and decision-making processes for the remuneration of the governing bodies. During the period from 1 January to 15 May 2024, similar principles as defined in Sampo plc's Remuneration Policy for Governing Bodies, in force at the time, were applied to the remuneration of Mandatum plc's Group CEO and members of the Board of Directors. The remuneration of Mandatum's governing bodies deviated from Sampo plc's Remuneration Policy for Governing Bodies, in force at the time, only in the following respects:
• The Chair of the Board of Directors is employed by Mandatum plc. In addition to the remuneration paid based on the Board membership, the Chair is entitled to a fixed salary, phone benefit and other ordinary benefits, as well as a supplementary defined contribution pension arrangement. The employmentbased remuneration of the full-time Chair of the Board of Directors is decided by the independent members of the Board of Directors.
• The Group CEO is entitled to a severance pay corresponding to 18 months' fixed salary in addition to the salary for the notice period if the company terminates the Group CEO's service contract without a reason attributable to the Group CEO, that constitutes grounds for cancellation as stipulated in the Employment Contracts Act.
The above-mentioned Remuneration Policy for Governing Bodies of Sampo plc, which Mandatum applied until 15 May 2024, permitted a temporary deviation from the policy by a decision of the Board of Directors in order to secure the Group's long-term interests in circumstances including e.g. a corporate reorganisation.
During the period from 15 May to 31 December 2024, the remuneration of the governing bodies complied with Mandatum's Remuneration Policy for Governing Bodies, approved by the Annual General Meeting on 15 May 2024. There were no deviation from the Policy during the aforementioned period.
No remuneration paid to the members of the Board of Directors or the Group CEO was clawed back during the financial year 2024.
Remuneration at Mandatum has been designed to enhance the company's financial performance and sustainable business. Mandatum's remuneration systems are fair and encouraging, and they are aligned with the risk management principles. In the remuneration systems, consideration is given to how the selected performance criteria enhance the execution of the Group's strategy and achievement of goals, as well as promote the key areas identified in the sustainability strategy.
The objective of the remuneration is to attract and commit talented and motivated employees and encourage them to perform their best and surpass the targets set for them. Variable remuneration is used to ensure the competitiveness of the remuneration packages and to support the implementation of the company's strategy and achievement of the targets. A significant part of the Group CEO's total
Remuneration of the Group CEO 6
remuneration is based on the earning potential of performance-based variable remuneration, which strengthens the link between performance and remuneration. The financial and non-financial performance criteria for variable remuneration are aligned with the company's strategy and value development, thus contributing to achieving the company's key strategic goals and long-term financial success.
The Group CEO participates in Mandatum's long-term performance-based share plan, the purpose of which is, among other things, to align the objectives of the shareholders and the Group CEO. Furthermore, to align the interests of the Board of Directors and the shareholders, 40 per cent of the Board members' annual fees were paid in Mandatum shares in August 2024 in accordance with the resolution of the Annual General Meeting.
The following table presents the remuneration of the members of the Board of Directors and the Group CEO, as well as the average remuneration of the employees. Furthermore, the table includes financial indicators describing the financial performance of Mandatum Group.
Mandatum plc was incorporated on 1 October 2023, and the remuneration figures for 2023, presented in the table, are based on the company's first financial period from 1 October to 31 December 2023. For this reason, there is no full comparison period available for the 2024 remuneration figures. Comparative data for five years will be compiled in the table by adding one financial period at a time, starting from the first financial period.
| Remuneration (EUR)1 | Q1-4/2024 | Q4/2023 |
|---|---|---|
| Remuneration of the Chair of the Board of Directors2 | 661,184 | 187,000 |
| Remuneration of the Vice Chair of the Board of Directors | 68,200 | 39,000 |
| Remuneration of the other members of the Board of Directors in total |
301,800 | 138,200 |
| Remuneration of the Group CEO | 1,869,682 | 160,127 |
| Average remuneration of Mandatum Group employees3 | 100,150 | 18,130 |
| Financial key figures | 2024 | 2023 |
| Earnings per share (EUR) | 0.33 | 0.32 |
| Group's profit before taxes for the financial year (EUR million) | 202.9 | 210.4 |
| Client assets under management (EUR million) | 13,957 | 11,892 |
| Net flow (EUR million) | 983.1 | 753.8 |
| Solvency ratio (%) | 210.4 | 221.4 |
1) The remuneration figures for 2023 are based on Mandatum plc's first financial period from 1 October to 31 December 2023.
2) The remuneration of the Chair of the Board of Directors, Patrick Lapveteläinen, includes the employmentbased remuneration (fixed salary, phone benefit and supplementary pension) and the fees paid based on the Board membership. A more detailed breakdown of the remuneration is presented in the section Remuneration of the Board of Directors.
3) The average remuneration of Mandatum Group employees has been calculated by dividing the total amount paid in salaries, variable remuneration, taxable fringe benefits and supplementary pension contributions during the financial period by the average number of employees (FTE) in the same period.
The General Meeting of Mandatum plc decides on the remuneration of the members of the Board of Directors. The remuneration of the Board of Directors for the 2024–2025 term of office was resolved by Mandatum's Annual General Meeting (AGM) on 15 May 2024 in accordance with the proposal prepared by the Shareholders' Nomination Board. Based on the resolution of the AGM, the members of the Board of Directors are paid the following fees for the term of office 2024–2025:
The annual fees were paid as a combination of Mandatum shares and cash in such a way that 40 per cent of the remuneration was paid in company shares and the remainder
was paid in cash. The shares were acquired in public trading on behalf and in the name of the Board members in August 2024. The company was responsible for the costs and transfer taxes related to the acquisition of the shares. A Board member may not dispose of the shares received until two years have passed from the date of receipt, or until the member's tenure with the Board ends, whichever occurs first.
During 2024, the Board members were also paid fees from the Board's previous term of office, from 1 October 2023 to 15 May 2024. The fees paid based on the aforementioned term and the meeting fees from year 2023 were paid in February 2024.
During 2024 the composition of the Board of Directors increased by one member, when the AGM elected Herman Korsgaard as a new member of the Board. No other changes were made to the composition of the Board of Directors during 2024. With the exception of the full-time Chair of the Board, the members of the Board of Directors are not in an employment or service relationship with Mandatum. Members of the Board of Directors are not covered by Mandatum's incentive schemes.
The full-time Chair of the Board of Directors, Patrick Lapveteläinen, is employed by the company. The employment-based remuneration of the full-time Chair of the Board is determined by the independent members of the Board of Directors, within the limits set out in the Remuneration Policy for Governing Bodies.
In 2024, the remuneration of the full-time Chair of the Board consisted of a fixed monthly salary, a supplementary defined contribution pension plan and other ordinary financial benefits in addition to the fees paid based on the Board membership. The full-time Chair of the Board is not covered by Mandatum's short- or long-term incentive schemes.
The fixed montly salary of the full-time Chair of the Board was EUR 25,000 in 2024. The fixed salary was set on 1 October 2023. No changes were made to the salary during 2024. The fixed salary is based on the responsibilities of the position and the work experience of Patrick Lapveteläinen.
The company pays a fixed amount into the supplementary pension plan annually. When determining the pension contribution level paid by the company, the fixed salary level and the prior supplementary defined benefit pension plan of Patrick Lapveteläinen, to which he was entitled to as a member of Sampo Group Executive Committee, were taken into consideration. In accordance with the terms of the supplementary pension agreement, the annual contribution was index adjusted as of 1 January 2024. During the financial year, the company paid EUR 262,675 in pension contributions into the supplementary pension plan. Patrick Lapveteläinen is entitled to the supplementary pension as of the age of 60.
The other financial benefits of the full-time Chair of the Board included a phone benefit and insurance benefits, such as health, travel, accident and management liability insurance during the financial year. The employment contract of the full-time Chair of the Board, Patrick Lapveteläinen, is in force for a fixed period until the AGM prior to which Lapveteläinen has turned 60, but in any case, no longer than the time that he acts as the Chair of the Board of the company.

Remuneration of the members of the Board of Directors in 2024 (EUR)
| Remuneration for the year 2024 | Previously earned fees (paid in February 2024) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Board member | Annual fee for the term 2024–20252 |
Meeting fees 20243 |
Other salaries4 |
Supplementary pension |
Total remuneration |
Fee based on the term from 1 Oct 2023 to 15 May 2024 |
Meeting fees 2023 |
Fees earned from other Group companies in 20235 |
Total remuneration |
Total remuneration paid in 2024 |
| Patrick Lapveteläinen, full-time Chair of the Board of Directors and member of the Remuneration Committee |
70,000 | 10,100 | 318,409 | 262,675 | 661,184 | 42,000 | 7,500 | - | 49, 500 | 710,684 |
| Jannica Fagerholm, Vice Chair of the Board of Directors and Chair of the Remuneration Committee |
60,000 | 8,200 | - | - | 68,200 | 36,000 | 3,000 | - | 39,000 | 107,200 |
| Johanna Lamminen, Chair of the Audit Committee |
60,000 | 12,000 | - | - | 72,000 | 36,000 | 5,000 | - | 41,000 | 113,000 |
| Markus Aho, Member of the Audit Committee |
47,000 | 10,800 | - | - | 57,800 | 27,000 | 4,200 | - | 31,200 | 89,000 |
| Jukka Ruuska, Member of the Remuneration Committee1 |
47,000 | 11,200 | - | - | 58,200 | 27,000 | 4,200 | 2,400 | 33,600 | 91,800 |
| Kimmo Laaksonen, Member of the Board of Directors |
47,000 | 8,600 | - | - | 55,600 | 27,000 | 3,000 | 2,400 | 32,400 | 88,000 |
| Herman Korsgaard, Member of the Audit Committee |
47,000 | 11,200 | - | - | 58,200 | - | - | - | - | 58,200 |
| Total | 378,000 | 72,100 | 318,409 | 262,675 | 1,031,184 | 195,000 | 26,900 | 4,800 | 226,700 | 1,257,884 |
1) Jukka Ruuska was a member of the Remuneration Committee and Audit Committee until 15 May 2024.
2) The annual fees were paid as a combination of Mandatum shares and cash in such a way that 40 per cent of the gross amount of the fee was paid in company shares and the remainder in cash.
3) For Jukka Ruuska and Kimmo Laaksonen, the meeting fees also include the fees paid for the Board meetings of Mandatum Holding Ltd held in 2024. The paid meeting fees amounted to EUR 1,200 in total for each Board member.
4) Other salaries include the employment-based fixed salary, holiday pay and phone benefit paid to the full-time Chair of the Board of Directors, Patrick Lapveteläinen, during the financial year 2024.
5) The fees earned from other Group companies include the meeting fees paid for the Board meetings of Mandatum Holding Ltd held in 2023.
Board of Directors
Remuneration of the Group CEO 9
The annual fee of the members of the Board of Directors for the term of office 2024–2025 was paid in cash and in Mandatum shares in such way that 40 per cent of the gross remuneration was paid in the company shares.
The shares were acquired in public trading in August 2024. At the payout of the fees that were based on the Board of Directors' previous term of office, commencing on 1 October 2023 and ending on 15 May 2024,
the Board members were obliged to acquire Mandatum plc's shares at the price paid in public trading for 50 per cent of the member's net fee. The shares were acquired in February 2024.
| Board member | Acquired shares Aug/2024 (pcs) The term 2024–2025 |
Acquired shares Feb/2024 (pcs) The term from 1 Oct 2023 to 15 May 2024 |
The total number of the shares acquired as part of the Board fees (pcs) |
|---|---|---|---|
| Patrick Lapveteläinen | 6,479 | 2,832 | 9,311 |
| Jannica Fagerholm | 5,553 | 2,538 | 8,091 |
| Johanna Lamminen | 5,553 | 2,583 | 8,136 |
| Markus Aho | 4,350 | 1,903 | 6,253 |
| Jukka Ruuska | 4,350 | 1,903 | 6,253 |
| Kimmo Laaksonen | 4,350 | 2,260 | 6,610 |
| Herman Korsgaard | 4,350 | - | 4,350 |
| Total | 34,985 | 14,019 | 49,004 |
The Board of Directors of Mandatum plc decides on the remuneration of the Group CEO based on a proposal prepared by the Remuneration Committee. The Group CEO's
remuneration is based on the Remuneration Policy for Governing Bodies and it takes into consideration, when applicable, the Remuneration Principles for Mandatum
Group personnel. When determining the remuneration, market practices and the performance of the Group CEO are also taken into account.
| The key principles of the Remuneration Policy for Governing Bodies | Information on the financial year | |
|---|---|---|
| Fixed salary | • The fixed salary is the basis of the remuneration package, and it shall form a sufficiently high share of the total remuneration to avoid over- dependency on variable remuneration. • The fixed salary shall be reviewed annually. |
• The Group CEO's fixed monthly salary was EUR 32,500 in 2024. When determining the fixed salary level, the Group CEO's supplementary pension plan has been taken into consideration. No changes were made to the salary during 2024. |
| Short-term incentives (STI) |
• The Board of Directors sets the qualitative and quantitative performance indicators as well as their relative weights and target levels at the beginning of the performance period. The performance period is the company's financial year. • The performance indicators shall be based on the company's strategy and shall include both financial and non-financial indicators that support the execution of the strategy and promote responsible business. • The payout of short-term incentives to the Group CEO may correspond to a maximum of 100% of the annual fixed salary during any given financial year. The possible rewards shall be paid in cash. Part of the payout shall be deferred as required in the regulatory framework applicable to Mandatum. |
• The short-term incentive earned by the Group CEO in 2023 amounted to EUR 243,068, of which 40 per cent (EUR 97,227) was deferred for three years and the remainder was paid out in 2024. In addition, a short-term incentive of EUR 53,528, deferred in 2021, was paid to the Group CEO in 2024 after the three-year deferral period. • In the 2024 short-term incentive program, a threshold value linked to the Group's profitability was exceeded that was a condition for the payment of rewards. The Group CEO's target outcome was 96.1% and the earned reward amounted to EUR 374,751. A total of EUR 224,851 will be paid in 2025 and the reminder (40 per cent of the incentive reward) will be deferred in cash for three years. • In 2024, the earning opportunity of the Group CEO's short-term incentive was adjusted to a competitive market level within the limits set out in the Remuneration Policy for Governing Bodies. The Group CEO's short-term incentive may correspond to a maximum of 100% of the annual fixed salary as of 2024. |
| The key principles of the Remuneration Policy for Governing Bodies | Information on the financial year | |
|---|---|---|
| Long-term incentives (LTI) ars. |
• A threshold value and upper limit shall be set for the payouts from the incentive schemes. • The Group CEO's payout opportunity is set at a competitive market level. If the performance, measured based on the indicators set for the incentive scheme, is good or excellent, the long-term incentives may have substantial weight in the Group CEO's total remuneration. • The performance period for the incentives shall generally be at least three years. • The reward may be paid in cash or in company shares, or as a combination thereof. Part of the payout to the Group CEO shall be deferred as required in the regulatory framework applicable to Mandatum. |
• The long-term incentive paid to the Group CEO amounted to EUR 1,022,385 in 2024. Of the paid net reward, 50 per cent was deferred for three years in accordance with the terms of the incentive scheme. As the long-term incentive reward was paid from Sampo Group's long-term incentive scheme 2020, in which the Group CEO and key persons of Mandatum are taking part for historical reasons, the incentive reward was deferred as Sampo A shares. The incentive units allocated to Petri Niemisvirta in the scheme are based on his previous position as a member of Sampo Group's Executive Committee. • The Group CEO, Petri Niemisvirta, participates in Mandatum's performance and share-based long term incentive scheme (Performance Share Plan) that was launched in 2024. The first plan launched under the Performance Share Plan structure covers the financial years 2024–2026 and the possible rewards will be paid in 2027. In addition, the Group CEO participates in a transition phase share-based incentive plan (Bridge Plan), in which the performance period covers the financial years 2024–2025 and the possible rewards will be paid in 2026. In both plans, the rewards will be paid in Mandatum shares. The Group CEO has been allocated 260,000 shares in both share-based plans. The allocated shares are the maximum number of shares (gross) that can be earned from each plan if all the performance targets set for the plan are achieved in full. |
| Pension | • In addition to a statutory pension, the Group CEO may be entitled to a supplementary defined contribution pension plan. |
• The company pays a fixed amount as pension contribution into the Group CEO's supplementary defined contribution pension agreement annually. When determining the level of pension contribution paid by the company, the Group CEO's fixed salary level and his prior supplementary defined benefit pension plan, to which he was entitled to as a member of Sampo Group's Executive Committee, were taken into consideration. • The Group CEO is entitled to the supplementary pension as of the age of 63. • The pension contribution paid into the supplementary pension plan was EUR 262,675 during the financial year. In accordance with the terms of the supplementary pension agreement, the annual contribution was index adjusted as of 1 January 2024. |
| Other financial benefits |
• Other financial benefits shall be provided in accordance with the general market practice, and they may change from time to time. The other financial benefits may include fringe benefits and insurance benefits. |
• During the financial year, the Group CEO's other financial benefits included fringe benefits, such as phone, apartment and meal benefits, as well as insurance benefits, such as health, travel and accident insurance. In accordance with the company's practice for all personnel, only phone and meal benefits of the fringe benefits were paid in addition to the fixed salary. |
| Shareholding recommendation |
• The Group CEO is recommended to accumulate and retain a holding in Mandatum shares corresponding to a value of at least the Group CEO's annual fixed salary. • The Group CEO is recommended to retain half of the Mandatum shares received/acquired in accordance with the terms of the long term incentive schemes until the shareholding requirement is met. |
• The Group CEO's annual fixed salary was EUR 390,000 and the number of Mandatum plc's shares he owned at the end of year 2024 was 189,600. As the share price was EUR 4.48 per share on 31 Dec 2024, the Group CEO's shareholding corresponded to 218% of his annual gross fixed salary. Hence, the shareholding recommendation was fulfilled. • The latest information on the Group CEO's shareholding is available on the website at: Management shareholding and transactions. |
| Termination of the service relationship |
the notice period. The Group CEO's service contract ends without notice when the Group CEO reaches the age of 63. | The Group CEO's service contract specifies a notice period and severance pay. The notice period for terminating the Group CEO's service contract is six (6) months for the company and three (3) months when the Group CEO terminates the contract. The salary is paid during the notice period. The company is also entitled to terminate the service contract with immediate effect and pay the salary for the notice period to the Group CEO as a lump sum. If the company has grounds for rescinding the service contract as stipulated in the Employment Contracts Act, chapter 8, section 1, the service relationship can be terminated with immediate effect. In this case, no salary for the notice period or severance pay shall be paid. If the company terminates the service contract without a reason attributable to the Group CEO that constitutes grounds for rescission as stipulated in the Employment Contracts Act, the Group CEO shall be paid a compensation corresponding to 18 months' fixed salary in addition to the salary for |

| Fixed salary (incl. fringe |
Previously | Remuneration from other |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| benefits and holiday pay1 |
Supplementary pension |
Total fixed remuneration |
Short-term incentives2 |
deferred short term incentives3 |
Long-term incentives4 |
Total variable remuneration |
Extraordinary items |
Group companies |
Total remuneration |
|
| Group CEO Petri Niemisvirta |
382,004 | 262,675 | 644,679 | 149,090 | 53,528 | 1,022,385 | 1,225,003 | - | - | 1,869,682 |
1) The taxable value of the fixed salary items paid in cash and the taxable value of fringe benefits.
2) The short-term incentive does not include the deferred part of the incentive that amounted to EUR 97,227 (40 per cent of the incentive reward). The amount presented in the table includes the part of the incentive reward that was transferred into the Personnel Fund, which may, according to the rules of the Personnel Fund, amount to a maximum of 0.5 months' fixed salary. The transferred amount was increased by 20 per cent in accordance with the rules of the Fund.
3) Release of the previously deferred short-term incentive from the 2020 short-term incentive program, payout in 2021.
4) At payout of the incentives, the Group CEO was obliged to acquire Sampo plc's A shares with 50 per cent of the net reward in accordance with the terms and conditions of Sampo Group's long-term incentive scheme 2020. The company paid the transfer tax arising from the acquisition of the shares. The shares are subject to disposal restriction for three years.

Board of Directors
Remuneration of the Group CEO 13
The Board of Directors decided on the short-term incentive program's performance metrics and their relative weights for the Group CEO at the beginning of the financial year. The payment of reward is based on the outcomes of both quantitative and qualitative performance metrics.
The performance metrics for the Group CEO in the 2024 short-term incentive program were based on Mandatum Group's key targets, Mandatum's total result and a governance-related target. The Group's key targets included three indicators: net flow, fee result and customer satisfaction. The net flow and fee result are the company's key financial indicators and both increased significantly from the comparison period.
Customer satisfaction is a qualitative metric for the business, measured using the Net Promoter Score (NPS), which measures customers' likelihood to recommend a company's products or services to others. The customer satisfaction, NPS, was on an excellent level in 2024.
The Group CEO's individual targets were linked to Mandatum's total result and governance. Mandatum' total result was measured based on the success in the strategic projects and the Group's overall success in 2024 – taking into consideration both quantitative and qualitative criteria. The governance target, linked to risk management and compliance, was evaluated based on the progress of the priorities in the areas.
The outcome of the performance metrics of the financial year 2024 was in total 96.1 per cent (of 100 per cent) and the reward amounts to EUR 374.751. The short-term incentive will be paid in spring 2025. Of the incentive reward, 40 per cent shall be deferred and the deferred part of the incentive may be paid out earliest in 2028. The Group CEO may transfer part of his short-term incentive to the personnel fund on the same terms and conditions as Mandatum Group's personnel.
| Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Performance metrics | Weight | Result corresponding to 100% outcome |
Result of performance metric |
Outcome (0-100%) |
Weighted outcome |
short-term incentive1 |
||
| Group CEO Petri Niemisvirta |
Customer satisfaction (NPS) |
14% | 78 | 78.5 | 100% | 14.0% | ||
| Mandatum Group's key targets | Net flow (EUR million) | 28% | 1,000 | 983.1 | 96.8% | 27.1% | ||
| Fee result of Mandatum Group (EUR million) |
28% | 60 | 66.6 | 100% | 28.0% | |||
| Other Group-related target | Mandatum Group's total result | 15% | The Board evaluates the outcome after performance period |
Partly achieved | 90% | 13.5% | ||
| Governance target | Risk management and compliance | 15% | The Board evaluates the outcome after performance period |
Partly achieved | 90% | 13.5% | ||
| Total | 100% | 96.1% | EUR 374,751 |
1) A total of 40 per cent (EUR 149,900) of the Group CEO's short-term incentive will be deferred. The deferred part of the incentive may be paid out earliest in 2028.
Board of Directors
Remuneration of the Group CEO 14
During the financial year, the Group CEO participated in the Sampo Group's longterm incentive scheme 2020 and Mandatum's long-term Performance Share Plan. In 2024, the incentive rewards were paid only from Sampo Group's long-term incentive scheme 2020.
Following the partial demerger of Sampo plc on 1 October 2023 and the listing of Mandatum plc, Mandatum's Board of Directors decided, based on the decision of Sampo plc's Board of Directors, that Mandatum Group's key employees and the Group CEO shall remain in Sampo's longterm incentive scheme 2020, to ensure retention of the key employees. The longterm incentive scheme 2020, directed to Sampo Group's key employees, was launched in August 2020 and the terms were amended due to the demerger in September 2023.
The incentive scheme 2020 is cash-based, and incentive units (theoretical calculation units used to determine the incentive reward) are allocated to the participants. The incentive units are paid in three annual instalments after the performance period
for each instalment. In 2024, the second instalment (35 per cent of the allocated incentive units) was due for payment. The third and final instalment (35 per cent of the allocated incentive units) will be due for payment in 2025. No new allocations will be made to Mandatum's Group CEO or other key employees in Sampo's long-term incentive scheme.
The Group CEO, Petri Niemisvirta, was allocated incentive units when the scheme was launched in 2020. The incentive units are based on his previous position as a member of Sampo Group Executive Committee. From the allocated incentive units, a total of 45,500 units were due for payment during 2024. At payout, the Group CEO was obliged to acquire Sampo plc's A shares with 50 per cent of his net reward in accordance with the terms and conditions of the incentive scheme. The company paid the transfer tax arising from the acquisition of the shares. The acquired shares are subject to a disposal restriction (holding period) for three years from the payment of each instalment. The Board of Directors will decide on the possible release of restricted shares at the end of the three-year disposal restriction (deferral) period.
In addition, a total of 2,564 Sampo A shares that were based on Sampo Group's
previous long-term incentive scheme 2017 and had been under disposal restriction for three years, were released to the Group CEO in 2024. The Board of Directors decides separately each year on the possible release of the shares based on a risk and performance assessment.
The Group CEO participates in Mandatum's long-term performance share plan and share-based long-term incentive scheme (Performance Share Plan), which the Board of Directors decided to establish on 19 March 2024.
The Performance Share Plan consists of annually commencing individual share plans, each of which includes a three-year performance period and a potential share reward to be paid thereafter, taking into account any deferral and/or transfer restriction of rewards due to regulations applicable to Mandatum Group. The commencement of each individual plan within the Performance Share Plan structure is subject to a separate decision by Mandatum's Board of Directors.
The performance period of the first plan launched under the Performance Share Plan structure covers the financial years 2024–
2026 and the possible rewards will be paid in 2027. In addition, the Board of Directors decided on the establishment of a transition phase share-based incentive plan (Bridge Plan) in March 2024. Its purpose is to incentivise and commit the target group of the plan during the transition phase between Sampo Group's long-term incentive scheme 2020 and Mandatum's first share-based incentive plan. The performance period of the Bridge plan covers the financial years 2024–2025 and the possible rewards will be paid in 2026.
The maximum amount of the shares allocated to the Group CEO (gross before tax) is 260,000 shares in each of the aforementioned plans. The specified number of shares can be earned if all the performance targets set for the plan are fully achieved. In each plan, the performance metrics include the absolute total shareholder return of the company's share (Absolute TSR), a profitability- related measure (performance of Mandatum's capital-light business) and a sustainability target linked to an external ESG rating.

| The combined total shareholder return of Sampo plc A share and Mandatum plc share |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Incentive scheme | Vested incentive units (pcs)1 |
Return on capital at risk2 |
Trade-weighted average price of Sampo plc A share at the time of the launch of the scheme3 |
Dividend adjusted starting price4 |
The combined value of the trade-weighted average share prices5 |
Value of one incentive unit |
The paid incentive reward in total |
The number of acquired Sampo A shares (pcs) |
|
| Group CEO Petri Niemisvirta |
Sampo Group long term incentive scheme 2020:1 |
45,500 | 100% | EUR 32.94 | EUR 22.41 | EUR 44.88 | EUR 22.47 | EUR 1,022,385 | 6,025 |
1) In 2024, the second instalment of the long-term incentive scheme was due for payment. The instalment corresponded to 35 per cent of the incentive units that were allocated to the Group CEO in 2020. 2) The calculation of the incentive reward takes into account the performance of Sampo Group in terms of return on capital at risk in accordance with the terms and conditions of the incentive scheme. If the return on capital at risk during the period Q3/2020–Q2/2024 is at least risk-free return +5%, the instalment due in September 2024 will be paid in full (100%).
3) The trade-weighted average price of Sampo A share at the time of the launch of the scheme, calculated for the period from 6 August to 9 September 2020.
4) The dividend-adjusted starting price is the trade-weighted average price of Sampo A share at the time of the launch of the scheme deducted by the combined dividends of Sampo plc and Mandatum plc. During the performance period, the dividends amounted to EUR 10.20 for Sampo plc and EUR 0.33 for Mandatum plc.
5) The trade-weighted average price of Sampo A share on Nasdaq Helsinki Ltd during the period of 8 August to 11 September 2024 was EUR 40.58. The trade-weighted average price of Mandatum's share on Nasdaq Helsinki Ltd during the period of 14 August to 17 September 2024 was EUR 4.30.

Remuneration
Sampo Group's long-term incentive schemes 2017:1 and 2020:1
| Performance metrics | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive scheme |
The portion of payable incentive units |
The value of one incentive unit20 |
Performance period |
Payment year and share of incentive units due for payment |
The end of deferral period and disposal restriction of the shares |
Incentive units at the beginning of the financial year (pcs) |
Incentive units vested during the financial year (pcs) |
Outstanding incentive units at the end of the financial year (pcs) |
Sampo A shares under disposal restriction at the beginning of the financial year (pcs) |
Acquired Sampo shares during the financial year (pcs) |
Sampo A shares under disposal restriction at the end of the financial year (pcs) |
|
| Sampo Group long-term incentive scheme 2017:1 |
Return on capital at risk (RoCaR), Sampo Group (weight 40%) |
Share price development of Sampo plc A share and paid dividends |
2017–2020 | 2020 (1st instalment, 30% of units) |
2023 | - | - | - | - | - | - | |
| Group CEO, Petri Niemisvirta |
2017–2021 | 2021 (2nd instalment, 35% of units) |
2024 | - | - | - | 2,564 | - | 0 | |||
| Insurance margin (weight 60%) |
2017–2022 | 2022 (3rd instalment, 35% of units) |
2025 | - | - | - | 4,027 | - | 4,027 | |||
| Sampo Group long-term incentive scheme 2020:1 |
Return on capital at risk (RoCaR), Sampo Group (weight 100%)1 |
Share price development |
2020–2023 | 2023 (1st instalment, 30% of units) |
2026 | - | - | - | 3,900 | - | 3,900 | |
| of Sampo A share and Mandatum share and the dividends per share2 |
2020–2024 | 2024 (2nd instalment, 35% of units) |
2027 | 45,500 | 45,500 | 0 | 0 | 6,025 | 6,025 | |||
| 2020–2025 | 2025 (3rd instalment, 35% of units) |
2028 | 45,500 | - | 45,500 | - | - | - | ||||
| Total | 90,000 | 45,500 | 45,500 | 10,491 | 6,025 | 13,952 |
1) If RoCaR is at least risk-free return +3%, but less than risk-free return +5%, 50% of the instalment will be paid. If RoCaR is at least risk-free return +5%, the instalment will be paid in full (100%).
2) The value of one incentive unit is calculated as the difference between the combined value of the trade-weighted average price of Sampo A share and Mandatum share at the time of payment and the starting price of the scheme. The starting price is adjusted downwards with dividends decided during the performance period to take into consideration the total shareholder return of the shares.

| Incentive scheme | Performance metrics | Weight | Performance period |
The maximum number of granted shares (gross)1 |
Grant date | Payment year | Deferral period ends |
|
|---|---|---|---|---|---|---|---|---|
| Absolute total shareholder return of the share (TSR) |
70% | 260,000 | 28 March 2024 | 2026 | ||||
| Bridge Plan 2024–2025 | Performance of Mandatum's capital light business |
20% | 2024–2025 | 2029 | ||||
| Group CEO | Sustainability target | 10% | ||||||
| Petri Niemisvirta | Performance Share Plan 2024–2026 |
Absolute total shareholder return of the share (TSR) |
70% | 2 April 2024 | 2027 | |||
| Performance of Mandatum's capital light business |
20% | 2024–2026 | 260,000 | 2030 | ||||
| Sustainability target | 10% |
1) The maximum number of shares (gross before tax) allocated to the Group CEO that can be earned if all the performance targets set for the plan are achieved in full.


Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.