Mandatum Oyj — AGM Information 2024

Feb 26, 2024

Mandatum plc: Composition of Mandatum's Shareholders' Nomination Board and its proposals to the Annual General Meeting 2024

Mandatum plc: Composition of Mandatum's Shareholders' Nomination Board and its proposals to the Annual General Meeting 2024

Mandatum Plc, Stock exchange release, 26 February 2024 at 5.00 p.m. EET

Composition of the Shareholders' Nomination Board

Petter Söderström, former Chair of the Shareholders' Nomination Board, announced
his resignation from his position as the Chair of the Nomination Board on 15
February 2024 after Solidium Oy had sold all its shares in Mandatum plc. In its
meeting on 26 February 2024, the Shareholders' Nomination Board elected Risto
Murto as the new Chair from among its members. In addition, the Nomination Board
decided that, for the time being, no new member will be appointed to fill the
seat that has become vacant prematurely due to Söderström's resignation.

Composition of Mandatum plc's Nomination Board:

· Risto Murto, President and CEO, Varma Mutual Pension Insurance Company
(appointed by Varma Mutual Pension Insurance Company)
· Herman Korsgaard, Principal, Altor Equity Partners AS (appointed by Altor
Invest 8 AS)
· Patrick Lapveteläinen, Chair of the Board of Directors of Mandatum plc,
acts, as an expert member, as the third member of the Nomination Board

Shareholders' right to appoint their representatives in the Shareholders'
Nomination Board was based on the shareholder register of 31 October 2023.

Proposals by the Shareholders' Nomination Board to the Annual General Meeting
2024

Proposal for the composition of the Board of Directors

The Shareholders' Nomination Board of Mandatum plc proposes to the Annual
General Meeting in 2024 that the number of members of the Board of Directors be
seven (there are currently six members).

The Nomination Board proposes that all current members Patrick Lapveteläinen
(Chair), Jannica Fagerholm (Vice Chair), Johanna Lamminen, Jukka Ruuska, Kimmo
Laaksonen and Markus Aho be re-elected as members of the Board. The Nomination
Board further proposes that Herman Korsgaard is elected as a new member of the
Board of Directors.

The Shareholders' Nomination Board proposes that the Board of Directors elects
from among themselves Patrick Lapveteläinen as the Chair of the Board and
Jannica Fagerholm as the Vice Chair.

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 a 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 published on 15 February 2024, holds more than 15 per cent of the
company's shares and votes, directly or through financial instruments. The
physical settlement option of the said financial instrument is conditional upon
Altor Invest 8 AS obtaining requisite owner control clearances. All the other
proposed Board members are considered independent of the company and of its
major shareholders.

The current members of Mandatum plc's Board of Directors are presented on
Mandatum's website (https://www.mandatum.fi/en/group/governance/board-of
-directors/). The new Board nominee Herman Korsgaard's CV is attached to this
release. Prior to assuming the duties of a Board member of Mandatum plc, each
such person must fulfil the Fitness & Propriety requirements set by the Finnish
Financial Supervisory Authority.

With regard to the selection procedure for the members of the Board of
Directors, the Shareholders' Nomination Board recommends that shareholders take
a position on the proposal as a whole at the General Meeting. This
recommendation is based on the fact that at Mandatum, in line with a good Nordic
governance model, the Shareholders' Nomination Board is separate from the Board
of Directors. The Nomination Board, in addition to ensuring that individual
nominees for membership of the Board of Directors possess the required
competences, is also responsible for making sure that the proposed Board of
Directors as a whole also has the best possible expertise and experience for the
company, and that the composition of the Board of Directors also meets other
requirements of the Finnish Corporate Governance Code for listed companies.

Proposal for the remuneration of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting 2024
that it would decide on the following remunerations for the next term of the
Board:

The Chair be paid annual remuneration of EUR 70,000, the Vice Chair and the
Chairs of the Committees EUR 60,000, and other Board members 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 per meeting of the Board and of a Committee
would be 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 would be EUR 1,600. Travel expenses would be
reimbursed in accordance with Mandatum's travel policy.

The annual remuneration set out above would be paid as a combination of Mandatum
plc shares and cash in such a way that approximately 40% 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
held by it, on behalf and in the name of the Board members. The company would be
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 half-year financial 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 remuneration of the full-time Chair of the Board of Directors,
Patrick Lapveteläinen, consists of the Board fee and meeting fee as well as,
based on the contract concerning the employment relationship, a fixed salary,
benefits (fringe benefits and other benefits) and a supplementary pension
benefit. 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. More detailed information on the remuneration of the
full-time Chair is presented on the company's web site
(https://www.mandatum.fi/en/group/governance/remuneration/remuneration-of-the
-board-of-directors/).

Patrick Lapveteläinen did not take part in the decision-making neither on the
remuneration to be paid to the Board of Directors nor on the proposal for the
Chair and Vice Chair of the Board. Herman Korsgaard did not take part in the
decision-making on the remuneration to be paid to the Board of Directors.

The proposals of the Nomination Board will be included in the invitation to the
Annual General Meeting, which is estimated to be published on 20 March 2024.

Additional information

Risto Murto
Chair of the Shareholders' Nomination Board
Tel. +358 10 2440

Timo Vuokila
General Counsel
Tel. +358 40 535 9299
timo.vuokila@mandatum.fi

Lotta Borgström
VP, Investor Relations
Tel. +358 50 022 1027
lotta.borgstrom@mandatum.fi

Mandatum in brief

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

Distribution:

Nasdaq Helsinki
Financial Supervisory Authority
The principal media
www.mandatum.fi/en

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