Notice to the Annual General Meeting of Mandatum plc
Mandatum plc, Stock Exchange Release, 20 March 2024, at 09:00 a.m. EET
The shareholders of Mandatum plc are invited to the Annual General Meeting (hereinafter also referred to as the “AGM”) to be held on Wednesday 15 May 2024 at 14:00 (EEST) at Helsinki Exhibition and Convention Centre, hall 5, Messuaukio 1, 00520 Helsinki, Finland. The reception of shareholders who have registered for the meeting and coffee service preceding the meeting will start at 12:00 (EEST).
Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are set out in Section C of this notice to the Annual General Meeting.
Shareholders who have registered for the AGM can follow the AGM via a webcast. Shareholders are kindly requested to note that it is not possible to ask questions, make counterproposals, use otherwise the right to speak or vote via webcast, nor is following the AGM via webcast considered as participation in the AGM or exercising of shareholders' rights. Instructions on how to follow the webcast are provided in Section C of this notice.
At the coffee service, before the AGM, a panel discussion will be organised in which Mandatum Group’s management will talk about how Mandatum is seeking growth in the future. The Company’s Chief Investment Officer will also give an overview of the current market situation. Shareholders who have registered for the meeting will have the opportunity to participate in the discussion and ask questions. It should, however, be noted that the event is not part of the AGM and the questions asked are therefore not questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act.
A. ITEMS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, Report of the Board of Directors, and the Auditor’s Report for the Financial year 2023
Review by the Group CEO and presentation of the Auditor’s Report by the Auditor.
The Company’s Financial Statements, the Report of the Board of Directors, and the Auditor’s Report for the Financial Year 2023 will be available on the Company’s website at www.mandatum.fi/en/AGM2024 during week 14.
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend.
The distributable funds of Mandatum plc, the parent company of Mandatum Group, were EUR 660,110,031.33 as at 31 December 2023, of which the profit for the financial year 2023 was EUR 223,432,791.36. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.33 per share, in total EUR 165,592,928.16, be distributed. After taking into account the proposed dividend, the distributable funds of Mandatum plc amount to EUR 494,517,103.17. The remaining funds will be retained in the Company’s equity.
The dividend is proposed to be paid to shareholders who are registered in the shareholder register of Mandatum plc maintained by Euroclear Finland Oy as at 17 May 2024, the record date for the payment of the dividend. The Board of Directors proposes 24 May 2024 as the dividend payment date.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the Financial year 2023
10. Consideration of the Remuneration Report for Governing Bodies
The Board of Directors proposes that the Annual General Meeting approves the Company’s Remuneration Report for Governing Bodies for the financial year 2023. The resolution of the Annual General Meeting on the Remuneration Report is advisory.
The Remuneration Report for Governing Bodies will be available on the Company’s website at www.mandatum.fi/en/AGM2024 during week 14.
11. Consideration of the Remuneration Policy for Governing Bodies
The Board of Directors proposes that the Annual General Meeting resolves to support the Company’s Remuneration Policy for Governing Bodies. The resolution of the Annual General Meeting on the Remuneration Policy is advisory.
The Remuneration Policy for Governing Bodies is available on the Company’s website at www.mandatum.fi/en/AGM2024.
12. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that during the forthcoming term of office, the following remuneration is paid to the members of the Board of Directors to be elected by the Annual General Meeting:
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 of 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 of 2024 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 website at www.mandatum.fi/en/group/governance/remuneration/remuneration-of-the-board-of-directors/.
13. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors be seven (there are currently six members).
14. Election of members of the Board of Directors
The Shareholders’ 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. All the other proposed Board members are considered independent of the Company and of its major shareholders.
The CVs of all persons proposed as Board members are available at www.mandatum.fi/en/AGM2024. 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.
15. Resolution on the remuneration of the Auditor
In accordance with the Audit Committee’s recommendation, the Board of Directors proposes to the Annual General Meeting that the fee of the Auditor be paid against the invoice approved by the Company.
16. Election of the Auditor
In accordance with the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Authorised Public Accountant Firm Deloitte Ltd be re-elected as the Company’s auditor for a term ending at the end of the Annual General Meeting 2025.
Deloitte Ltd has notified the Company that, in the event it is elected as the Company’s auditor, Reeta Virolainen, APA, would be the principally responsible auditor.
The recommendation of the Audit Committee of the Board of Directors on the election of the auditor is available on the Company’s website at www.mandatum.fi/en/AGM2024.
17. Resolution on the remuneration of the Sustainability Reporting Assurer
In accordance with the Audit Committee’s recommendation, the Board of Directors proposes to the Annual General Meeting that the fee of the sustainability reporting assurer be paid against the invoice approved by the Company.
18. Election of the Sustainability Reporting Assurer
As of financial year 2024, Mandatum has an obligation to prepare, in accordance with the EU Corporate Sustainability Reporting Directive, CSRD, and the relevant national legislation, a sustainability report, which must be verified by a sustainability reporting assurer.
In accordance with the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Authorised Sustainability Audit Firm Deloitte Ltd be elected as the Company’s sustainability reporting assurer for a term ending at the end of the Annual General Meeting 2025.
Deloitte Ltd has notified the Company that, in the event it is elected as the Company’s sustainability reporting assurer, Reeta Virolainen, APA, Authorised Sustainability Auditor (ASA), would be the principal authorised sustainability auditor.
The election of Deloitte Ltd as the sustainability reporting assurance provider of the Company is conditional on Deloitte Ltd being elected as the Company’s auditor.
19. Authorising the Board of Directors to resolve on the repurchase and/or on the acceptance as pledge of the Company’s own shares
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorises 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. Based on the number of shares on the date of publication of the Board of Directors’ proposal, the maximum number of shares represents approximately 9.96 per cent of all outstanding 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. Directed repurchases may be carried out, among others, through securities market purchases, participation in accelerated book-building processes or through arranging a reversed accelerated book-building process.
The purchase price per share shall be no more than:
- the highest price paid for the Company’s shares in public trading on the day of the repurchase or the offer to repurchase the Company’s own shares, or alternatively,
- the average of the share prices (volume weighted average price) during the five trading days preceding the repurchase or the offer to repurchase the Company’s own shares.
The lowest purchase price per share shall be the price that is 20 per cent lower than the lowest price paid for the Company’s shares in public trading during the validity of this authorisation until such repurchase or offer to repurchase the Company’s own shares.
The repurchases under the authorisation are proposed to be carried out by using funds in the unrestricted shareholders’ equity, which means that the repurchases will reduce funds available for distribution of funds.
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.
It is proposed that the authorisation be valid for a period of 18 months from the Annual General Meeting’s resolution. The Board of Directors has no previous authorisations regarding the repurchase or acceptance as pledge of the Company’s own shares.
20. Authorising the Board of Directors to resolve on the issuance of shares and special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorises 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 proposed authorisation, the Board of Directors may resolve to issue either new shares or treasury shares held by the Company. The proposed maximum amount of the authorisation corresponds to approximately 9.96 per cent of all the shares in 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, such as using the shares as consideration in possible corporate transactions or other arrangements that are part of the Company's business, to finance investments or to implement the Group’s commitment, incentive or remuneration schemes.
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 1.0 per cent of all the shares in the Company. For the sake of clarity, the number of shares in question is included in the above-mentioned maximum amount of the issuance authorisation.
The Board of Directors is currently planning to use the proposed authorisation for potentially at least organising a directed share issue during 2024, in which Mandatum Group's personnel would be offered shares in the Company for subscription. The purpose of the personnel share issue would be to encourage the personnel to acquire and own shares in the Company and to commit them to the Company's long-term strategy and goals.
The Board of Directors shall be authorised to resolve on all other terms and conditions and matters related to the issuance of shares and special rights. It is proposed that the authorisation be valid for a period of 18 months from the Annual General Meeting’s resolution. The Board of Directors has no previous authorisations regarding the issuance of shares or special rights entitling to shares.
21. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The proposals for decisions on the items on the agenda of the Annual General Meeting, the Remuneration Policy for Governing Bodies, as well as this notice are available on Mandatum plc’s website at www.mandatum.fi/en/AGM2024. Mandatum plc’s Financial Statements, the Report of the Board of Directors, the Auditor’s Report, as well as the Remuneration Report for Governing Bodies for the financial year 2023 will be made available on the Company’s website during week 14 at the latest. All above mentioned documents are also available at the meeting.
The minutes of the meeting will be available at www.mandatum.fi/en/AGM2024 on 29 May 2024 at the latest.
C.INSTRUCTIONS FOR MEETING THE PARTICIPANTS
1. Shareholder registered in the shareholder register
Shareholders who are registered in the shareholder register of Mandatum plc held by Euroclear Finland Oy on the record date of the Annual General Meeting 2 May 2024 are entitled to participate in the Annual General Meeting. A shareholder whose shares in the Company are registered in their personal Finnish book-entry account is registered in the Company’s shareholder register. Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the General Meeting or the shareholder’s voting rights.
Registration for the Annual General Meeting starts on 20 March 2024 at 9:00 (EET). A shareholder entered in the Company’s shareholder register who wishes to attend the Annual General Meeting must register no later than 5 May 2024 at 16:00 (EEST), by which time the registration must be received.
You can register for the Annual General Meeting:
a) via the Company’s website at www.mandatum.fi/en/AGM2024. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish or Danish bank ID, or a mobile certificate.
b) by e-mail. Shareholders registering by e-mail shall submit the registration form and advance voting form (if applicable) available on the Company’s website www.mandatum.fi/en/AGM2024 or equivalent information to Innovatics Ltd at [email protected].
c) by mail. Shareholders registering by mail shall submit the registration form and advance voting form (if applicable) available on the Company’s website www.mandatum.fi/en/AGM2024 or equivalent information to Innovatics Ltd by mail to Innovatics Ltd, General Meeting / Mandatum plc, Ratamestarinkatu 13 A, FI-00520 Helsinki.
Registration must be received by 16:00 (EEST) on 5 May 2024 irrespective of the method of registration.
When registering, the shareholder must provide the requested information, such as the shareholder’s name, date of birth or business ID, contact details, the name and date of birth of any assistant or proxy. The personal data provided by shareholders to Mandatum plc and Innovatics Ltd will only be used in connection with the Annual General Meeting and the processing of the necessary registrations related thereto.
The shareholder, their representative or proxy must be able to prove their identity and/or right of representation at the meeting.
Further information on registration is available by telephone during the registration period of the Annual General Meeting by calling Innovatics Ltd at +358 10 2818 909 on weekdays from 9:00–12:00 and from 13:00–16:00 (EET/EEST).
2. Holder of nominee-registered shares
A holder of nominee-registered shares is entitled to participate in the Annual General Meeting on the basis of the shares which would entitle them to be entered in the shareholder register held by Euroclear Finland Oy on the record date for the Annual General Meeting 2 May 2024. Participation also requires that the shareholder is temporarily registered in the shareholder register held by Euroclear Finland Oy by 10 May 2024 by 10:00 (EEST) at the latest. In the case of nominee-registered shares, this is considered as registration for the Annual General Meeting. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.
The holder of nominee-registered shares is advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the register of shareholders, the issuing of proxies and voting instructions, registration and attendance at the Annual General Meeting and advance voting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to attend the Annual General Meeting temporarily in the register of shareholders of the Company by the aforementioned date and time at the latest and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise their rights there by way of proxy representation. A shareholder's proxy representative may also vote in advance as described in this notice. The proxy representative is required to personally authenticate themselves using strong authentication in the electronic registration and advance voting service. Following successful authentication, they will be able to register and vote in advance on behalf of the shareholder they are representing. The shareholder's proxy must present dated proxy document, or otherwise in a reliable manner prove that they are entitled to represent the shareholder at the Annual General Meeting. Proving the right to representation is also possible by using the suomi.fi e-Authorizations service available in the electronic registration service.
Model proxy document is available on the Company's website www.mandatum.fi/en/AGM2024. If a shareholder participates in the Annual General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.
Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Ltd, General Meeting / Mandatum plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to [email protected] before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy shall register for the Annual General Meeting in the manner described above in this notice.
4. Advance voting
A shareholder whose shares in the Company are registered in their personal Finnish book-entry account may vote in advance between 20 March 2024 at 09:00 (EET) and 5 May 2024 at 16:00 (EEST) on certain items on the agenda of the Annual General Meeting as follows:
a) via the Company's website at www.mandatum.fi/en/AGM2024. Login to the service is done in the same way as for registration in Section C.1 of this notice.
b) by mail by submitting the advance voting form available on the Company's website or equivalent information to Innovatics Ltd at Innovatics Ltd, General Meeting / Mandatum plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
c) by e-mail by submitting the advance voting form available on the Company's website or equivalent information to Innovatics Ltd by e-mail at [email protected].
Advance votes must be received by the time the advance voting ends. The submission of votes by mail or e-mail before the end of the registration and advance voting period shall be considered as registration for the Annual General Meeting, provided that it contains the above information required for registration.
A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Finnish Limited Liability Companies Act unless they attend the General Meeting in person or by proxy at the meeting venue. It is not possible to make counter-proposals in an advance vote. Therefore, in matters where the General Meeting is required under the Finnish Limited Liability Companies Act or the Company’s Articles of Association to take a decision and where, due to the nature of the matter, the proposal cannot be opposed without a counter-proposal (e.g. election of members of the Board of Directors), it is not possible to cast an opposing vote in the advance vote, and any opposing votes potentially cast in the advance vote will not be counted as votes cast.
With respect to nominee registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by them during the registration period set for the nominee-registered shares.
Proposals for resolution that are subject to advance voting are deemed to have been presented at the Annual General Meeting without any changes.
Further information on advance voting is available by telephone during the registration period of the Annual General Meeting by calling Innovatics Ltd at +358 10 2818 909 on weekdays from 9:00–12:00 and from 13:00–16:00 (EET/EEST).
5. Following the Annual General Meeting remotely via a webcast
Shareholders who have registered for the AGM can follow the AGM via a webcast. Shareholders are kindly requested to note that it is not possible to ask questions, make counterproposals, use otherwise the right to speak or vote via webcast, nor is following the AGM via webcast considered as participation in the AGM or exercising of shareholders’ rights. Shareholders following the webcast may use their right to vote by voting in advance according to the above advance voting instructions.
A participation link and password to follow the AGM via the webcast will be sent to shareholders registered for the meeting via email and/or text message to the e-mail address and/or phone number provided during the registration latest on the day prior to the AGM.
The webcast of the AGM will be provided through Inderes Plc’s virtual general meeting service on the Videosync platform, which includes video and audio access to the AGM. Remote access does not require any paid software or downloads.
For more information on the webcast service and instructions in case of possible disruptions can be found at https://vagm.fi/support. A link to test the compatibility of the shareholder’s computer, smartphone or tablet with the network connection can be found at https://demo.videosync.fi/agm-compatibility?language=en. It is recommended that technical instructions are read before the meeting and logging in to the webcast service is done well in advance of the meeting.
6. Other instructions / information
The meeting language is Finnish. There will be simultaneous interpretation into English at the AGM.
Shareholders present at the Annual General Meeting have the right to ask questions about the matters considered at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act.
On the date of the notice to the General Meeting, 20 March 2024, Mandatum plc has a total of 501.796.752 shares and votes.
Details on how to park and how to reach the Helsinki Expo and Convention Centre by public transport can be found at the Helsinki Expo and Convention Centre’s website at www.messukeskus.com/en. Parking is at participants’ own expense.
Coffee will be served prior to the AGM in the Helsinki Exhibition and Convention Centre, hall 4, at 12:00–14:00 (EEST). In connection with the coffee service, before the AGM, a panel discussion will be organised in which Mandatum Group’s management will talk about how Mandatum is seeking to grow in the future. The Company’s Chief Investment Officer will also give an overview of the current market situation. Shareholders who have registered to the meeting will have the opportunity to participate in the discussion and ask questions. The event will be in Finnish and open to those who have registered to and are attending the AGM.
We welcome all Shareholders to Mandatum plc’s first Annual General Meeting!
In Helsinki 20 March 2024
MANDATUM PLC
Board of Directors
For more information, please contact
Lotta Borgström
VP, Investor Relations
Tel. +358 500 221 027
lotta.borgstrom(a)mandatum.fi
Niina Riihelä
SVP, Viestintä, markkinointi ja vastuullisuus
Puh. +358 40 728 1548
niina.riihela(a)mandatum.fi
Distribution
Nasdaq Helsinki
Financial Supervisory Authority
The principal media
www.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