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DVA - Resolutions of Mandatum plc's Annual General Meeting and Board of Directors' organisational meeting

Company: Mandatum Oyj Date: 2025-05-15 Language: English Register to download
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 Resolutions of Mandatum plc's Annual General Meeting and Board of Directors' organisational meeting

# Resolutions of Mandatum plc's Annual General Meeting and Board of Directors' organisational meeting

Mandatum plc, Stock exchange release, 15.5.2025 at 7:00 p.m. EEST

The Annual General Meeting of Mandatum plc held on 15 May 2025 (hereinafter, the
"AGM") approved all proposals made to the AGM by the Shareholders' Nomination
Board and the Board of Directors, including distribution of dividend of EUR 0.66
per share.

The AGM adopted the financial statements for the financial year 2024 and
discharged the members of the Board of Directors and the CEO from liability for
the financial period ending 31 December 2024. The AGM authorised the Board of
Directors to resolve on the repurchase and/or on the acceptance as pledge of the
Company's own shares as well as on the issuance of shares and special rights
entitling to shares.

Financial statements, distribution of profit and discharge from liability

The AGM adopted the financial statements for the financial year 2024 and
resolved to distribute a dividend of EUR 0.66 per share, totalling EUR
331,779,856.32. This consists of a EUR 0.33 dividend per share in accordance
with the dividend policy, as well as an extra dividend of EUR 0.33 per share.
The dividend will be paid to shareholders who are registered in the shareholder
register of Mandatum plc maintained by Euroclear Finland Oy as on 19 May 2025,
the record date for the payment of the dividend. The AGM confirmed the dividend
payment date as 26 May 2025.

The AGM resolved to discharge the members of the Board of Directors and the CEO
from liability for the financial year 2024.

Remuneration Report for Governing Bodies

The AGM resolved to approve Mandatum plc's Remuneration Report for Governing
Bodies for the financial year 2024. The resolution of the AGM on the
Remuneration Report was advisory.

Remuneration of the members of the Board of Directors

The AGM resolved that during the forthcoming term of office, the following
remuneration shall be paid to the members of the Board of Directors:

The Chair be paid annual remuneration of EUR 73,500 (2024: EUR 70,000), the Vice
Chair and the Chairs of the Committees EUR 63,000 (2024: EUR 60,000), and other
Board members EUR 49,500 (2024: EUR 47,000). Potential chairing of a Committee
does not affect the amount of annual remuneration paid to the Chair or Vice
Chair of the Board of Directors. In addition, a meeting fee of EUR 800 (2024:
EUR 800) per meeting of the Board and of a Committee is paid. However, if a
Board member is physically present at a Board or Committee meeting that is held
in a country other than his/her permanent home country, then the meeting fee is
EUR 1,600 (2024: EUR 1,600). Travel expenses shall be reimbursed in accordance
with Mandatum's travel policy.

The annual remuneration set out above shall be paid as a combination of Mandatum
plc shares and cash in such a way that approximately 40 per cent of the amount
of the remuneration is payable in Company shares and the remainder in cash. The
shares will be acquired in public trading, or the Company may transfer treasury
shares possibly held by it, on behalf and in the name of the Board members. The
Company is responsible for the costs and transfer tax related to the acquisition
of shares. The shares will be acquired on behalf and in the name of the Board
members on the business day following the publication of the third quarter 2025
quarterly report or at the first time possible under applicable legislation. A
Board member may not dispose of the shares received in this way until two years
have passed from the date of receipt or until the member's tenure with the Board
has ended, whichever is earlier.

The independent members of the Company's Board of Directors decide on the
employment relationship-related remuneration of the full-time Chair of the
Board. The employment-based remuneration of the full-time Chair of the Board is
evaluated annually and is based on the remuneration principles and policies
applied by the Company.

Members of the Board of Directors

The AGM resolved that the number of members of the Board of Directors is eight
(previously seven).

Further, the AGM resolved to re-elect Patrick Lapveteläinen, Jannica Fagerholm,
Johanna Lamminen, Jukka Ruuska, Kimmo Laaksonen, Markus Aho and Herman Korsgaard
as members of the Board of Directors and elect Louise Sander as a new member of
the Board of Directors.

Auditor

The AGM resolved to re-elect Authorised Public Accountant firm Deloitte Ltd as
the Company's auditor for a term ending at the end of the Annual General Meeting
2026. Reeta Virolainen, APA, will continue as the principally responsible
auditor. The AGM resolved that the fee of the auditor shall be paid against
invoice approved by the Company.

Sustainability reporting assurer

The AGM resolved to elect Authorised Sustainability Audit Firm Deloitte Ltd as
the Company's sustainability reporting assurer for a term ending at the end of
the Annual General Meeting 2026.

Reeta Virolainen, APA, Authorised Sustainability Auditor, will continue as the
key sustainability partner. The AGM resolved that the fee of the sustainability
reporting assurer shall be paid against invoice approved by the Company.

Authorising the Board of director to resolve on the repurchase and/or on the
acceptance as pledge of the Company's own shares

The AGM authorised the Board of Directors to resolve to repurchase and/or to
accept as pledge, on one or several occasions, a maximum of 50,000,000 Mandatum
plc shares on the condition that the number of own shares in the possession of,
or held as pledge by, the Company and its subsidiaries at any given time may not
exceed 10 per cent of all the shares in the Company.

The shares may be repurchased either through an offer to all shareholders on the
same terms or through other means and otherwise than in proportion to the
existing shareholdings of the Company's shareholders (directed repurchase) if
the Board of Directors deems that there are weighty financial reasons from the
perspective of the Company for such directed repurchase. The Board of Directors
shall be authorised to resolve on all other terms and conditions and matters
related to the repurchase and/or acceptance as pledge of the Company's own
shares. The authorisation is valid until the closing of the next Annual General
Meeting, provided this is not more than 18 months from the AGM's resolution. The
authorisation revokes the authorisation granted by the previous Annual General
Meeting on 15 May 2024 regarding the repurchase or acceptance as pledge of the
Company's own shares.

Authorising the Board of Directors to resolve on the issuance of shares and
special rights entitling to shares

The AGM authorised the Board of Directors to resolve on the issuance of, in
total, a maximum of 50,000,000 Mandatum plc shares through issuance of shares or
by issuing special rights entitling to shares under Chapter 10, Section 1 of the
Finnish Limited Liability Companies Act, such as option rights, in one or more
issues.

Under the authorisation, the Board of Directors may resolve to issue either new
shares or treasury shares held by the Company. The new shares may be issued and
treasury shares held by the Company may be transferred to the Company's
shareholders in proportion to their existing shareholdings in the Company or, in
deviation from the shareholders' pre-emptive subscription right in a directed
manner, if there is a weighty financial reason for the Company. The maximum
number of shares to be issued for the implementation of the Group's commitment,
incentive or remuneration schemes shall not, in total, exceed 5,000,000 shares,
which corresponds to approximately 0.99 per cent of all the shares in the
Company. The authorisation is valid until the closing of the next Annual General
Meeting, provided this is not more than 18 months from the AGM's resolution. The
authorisation revokes the authorisation granted by the previous Annual General
Meeting on 15 May 2024 regarding the issuance of shares or special rights
entitling to shares.

AGM documentation

The proposals approved by the AGM as well as the Remuneration Report for
Governing Bodies are available in their entirety at Mandatum's website at
www.mandatum.fi/en/agm2025 (https://www.mandatum.fi/en/group/governance/general
-meeting/annual-general-meeting-2025/).

The minutes of the AGM will be available for viewing at the Company's website at
www.mandatum.fi/en/agm2025 (https://www.mandatum.fi/en/group/governance/general
-meeting/annual-general-meeting-2025/) by 29 May 2025 at the latest.

Resolutions of the Board of Directors' organisational meeting

At the organisational meeting of the Board of Directors held after the AGM, the
Board of Directors elected Patrick Lapveteläinen as Chair and Jannica Fagerholm
as Vice Chair from among its members. Further, the Board of Directors resolved
to organise into committees as follows:

Johanna Lamminen was elected as Chair of the Audit Committee with Markus Aho and
Herman Korsgaard as members. Jannica Fagerholm was elected as Chair of the
Remuneration Committee with Patrick Lapveteläinen and Jukka Ruuska as members.

Patrick Lapveteläinen has been determined to be independent of the Company's
major shareholders, but not independent of the Company, under the rules of the
Finnish Corporate Governance Code maintained by the Finnish Securities Market
Association, due to his engagement as full-time Chair of the Board of the
Company. Herman Korsgaard has been determined to be independent of the Company,
but not independent of the Company's major shareholders, as Korsgaard acts as
the Chair of the Board of Altor Invest 8 AS, which, based on the flagging
notification received by the Company, holds more than 15 per cent of the Company
directly or through financial instruments.

Other members of the Board of Directors have been determined to be independent
of the Company and its major shareholders.

Additional information:

Investors
Lotta Borgström
VP, Investor Relations
Tel. +358 50 022 1027
lotta.borgstrom\[a\]mandatum.fi

Media
Niina Riihelä
SVP, Communications, Brand and Sustainability
Tel. +358 40 728 1548
niina.riihela\[a\]mandatum.fi

Mandatum in brief
Mandatum is a major financial services provider that combines expertise in
wealth management and life insurance.Mandatum offers clients a wide array of
services covering asset and wealth management, savings and investment,
compensation and rewards as well as pension plans and personal risk insurance.
Mandatum offers services to corporate, retail, institutional and wealth
management clients.At the centre of Mandatum's success are highly skilled
personnel, a strong brand as well as a proven investment track record.
mandatum.fi/en/group (https://www.mandatum.fi/en/group/)

Distribution:
Nasdaq Helsinki
Financial Supervisory Authority
Key media
www.mandatum.fi (https://www.mandatum.fi/en/)