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

Mandatum plc, stock exchange release, 15 May 2024 at 4.45 p.m. EEST

 

The Annual General Meeting of Mandatum plc held on 15 May 2024 (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 0.33 per share.

The AGM adopted the financial statements for the financial year 2023 and discharged the members of the Board of Directors and the CEO from liability for the financial period ending 31 December 2023. 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 2023 and resolved to distribute a dividend of EUR 0.33 per share, totalling EUR 165,592,928.16. The dividend will 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 AGM confirmed the dividend payment date as 24 May 2024.

The AGM resolved to discharge the members of the Board of Directors and the CEO from liability for the financial year 2023.

Remuneration Report and Remuneration Policy for Governing Bodies

The AGM resolved to approve Mandatum plc’s Remuneration Report for Governing Bodies for the financial year 2023 and to support the Company’s first Remuneration Policy for Governing Bodies. The resolutions were 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 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 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. Travel expenses shall be reimbursed in accordance with Mandatum’s travel policy.

The annual remuneration 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 held by it, on behalf of and in the name of the Board members. The Company is responsible for the costs and transfer tax related to the acquisition of shares. 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 seven (previously six).

Further, the AGM resolved to re-elect Patrick Lapveteläinen, Jannica Fagerholm, Johanna Lamminen, Jukka Ruuska, Kimmo Laaksonen and Markus Aho as members of the Board of Directors and elect Herman Korsgaard 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 2025. Reeta Virolainen, APA, will continue as the auditor with principal responsibility. 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 2025. Reeta Virolainen, APA, Authorised Sustainability Auditor (ASA), will act as the principal authorised sustainability auditor. The AGM resolved that the fee of the sustainability reporting assurer shall be paid against invoice approved by the Company.

Authorising the Board of Directors 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 authorisation is valid for a period of 18 months from the AGM’s resolution.

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 1.0 per cent of all the shares in the Company. The authorisation is valid for a period of 18 months from the AGM’s resolution.

AGM documentation

The proposals approved by the AGM as well as the Remuneration Report for Governing Bodies and Remuneration Policy for Governing Bodies are available in their entirety at Mandatum’s website at www.mandatum.fi/en/AGM2024.

The minutes of the AGM will be available for viewing at the Company’s website at www.mandatum.fi/en/AGM2024 by 29 May 2024 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 Jukka Ruuska and Patrick Lapveteläinen as members.

Patrick Lapveteläinen has been determined to be independent of the Company’s significant 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 significant shareholders, as Korsgaard acts as the Chair of the Board of Altor Invest 8 AS, which shareholding of the Company, directly or through financial instruments, is more than 15 per cent based on the flagging notification published on 10 May 2024. All other members of the Board of Directors have been determined to be independent of the Company and of its significant shareholders.

 

Additional information

 

Investor enquiries:

Lotta Borgström

VP, Investor Relations

Tel. +358 50 022 1027

lotta.borgstrom(a)mandatum.fi

 

Media enquiries:

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

 

Distribution:

Nasdaq Helsinki

Financial Supervisory Authority

The principal media

www.mandatum.fi