Proposals of the Board of Directors to Mandatum plc’s Annual General Meeting 2024
Mandatum plc, Stock Exchange Release, 19 March 2024, at 12:30 p.m. EET
Mandatum plc's Board of Directors has made the following proposals to the Annual General Meeting to be held on 15 May 2024.
- Proposal for Distribution of Profit
- Proposal for the Remuneration of the Auditor
- Proposal for the Election of the Auditor
- Proposal for the Remuneration of the Sustainability Reporting Assurer
- Proposal for the Election of the Sustainability Reporting Assurer
- Proposal for the Authorisation of the Board of Directors to resolve on the repurchase and/or on the acceptance as pledge of the Company’s own shares
- Proposal for authorisation of 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 a dividend of EUR 0.33 per share, in total EUR 165,592,928.16, be distributed.
The Board of Directors proposes to the Annual General Meeting that the fees of the Company’s Auditor and Sustainability Reporting Assurer be paid against invoices approved by the Company.
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. The Board of Directors further 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.
The Board of Directors proposes 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. The proposed maximum number of shares represents approximately 9.96 per cent of all outstanding shares in the Company.
Further, the Board of Directors proposes 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. Of the maximum number, 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.
The Remuneration Policy for Governing Bodies is as an appendix to this stock exchange release. The Board of Directors proposes that the Annual General Meeting supports the Remuneration Policy for Governing Bodies. The resolution of the Annual General Meeting shall be advisory.
The proposals of the Board of Directors are included in full to this release. The proposals are also available on the Company’s website at www.mandatum.fi/en/AGM2024. The Remuneration Report for Governing Bodies for 2023 proposed to be approved by the Annual General Meeting will be published at the Company’s website during week 14. The resolution of the Annual General Meeting shall be advisory.
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
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
Distribution
Nasdaq Helsinki
Financial Supervisory Authority
The principal media
www.mandatum.fi
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APPENDIX 1
Proposal of the Board of Directors for Distribution of Profit
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 to be held on 15 May 2024 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.
Payment of dividend
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.
Financial position
No significant changes have taken place in the Company’s financial position since the end of the financial year. The Company’s liquidity position is good and in the view of the Board, the proposed distributions do not jeopardise the Company’s ability to fulfil its obligations.
13 February 2024
MANDATUM PLC
Board of Directors
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APPENDIX 2
Proposal of the Board of Directors for 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.
19 March 2024
MANDATUM PLC
Board of Directors
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APPENDIX 3
Proposal of the Board of Directors for the 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.
Recommendation to the Board of Directors for the appointment of a statutory auditor
This recommendation has been prepared and submitted in accordance with Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC (the "Audit Regulation"). Under paragraph 2 of the Article 16 of the Audit Regulation, Mandatum plc’s Audit Committee shall submit a recommendation to Mandatum plc’s Board of Directors for the appointment of a statutory auditor.
The Audit Committee recommends that the engagement of Deloitte Ltd as statutory auditor of Mandatum plc be renewed and Deloitte Ltd be re-elected as the statutory auditor of Mandatum plc for the term ending at the end of the Annual General Meeting 2025.
The Audit Committee hereby confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of the Article 16 of the Audit Regulation, which would restrict the choice by the Annual General Meeting as regards the appointment of the auditor, has been imposed upon it.
This recommendation is included in the Board of Directors’ proposal to the Annual General Meeting 2024.
15 March 2024
Audit Committee of Mandatum plc
19 March 2024
MANDATUM PLC
Board of Directors
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APPENDIX 4
Proposal of the Board of Directors for 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.
19 March 2024
MANDATUM PLC
Board of Directors
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APPENDIX 5
Proposal of the Board of Directors for the 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 March 2024
MANDATUM PLC
Board of Directors
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APPENDIX 6
Proposal of the Board of Directors for 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:
(i) 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,
(ii) 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.
19 March 2024
MANDATUM PLC
Board of Directors
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APPENDIX 7
Proposal of the Board of Directors for 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.
19 March 2024
MANDATUM PLC
Board of Directors