2024-05-15 15:45:00 CEST

2024-05-15 15:45:11 CEST


REGULATED INFORMATION

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Mandatum Oyj - Decisions of general meeting

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