Mandatum plc, Stock exchange release, 17 February 2026 at 11:00 a.m. EET
Mandatum plc's Shareholders' Nomination Board (the “Nomination Board”) has
prepared the following proposals to the Annual General Meeting which is planned
to be held on 12 May 2026 (the “AGM”).
Proposal for the composition of the Board of Directors
The Nomination Board proposes to the AGM that the number of members of the Board
of Directors be eight (currently eight).
The Nomination Board proposes that all current members Patrick Lapveteläinen
(Chair), Jannica Fagerholm (Vice Chair), Markus Aho, Herman Korsgaard, Kimmo
Laaksonen, Johanna Lamminen, Jukka Ruuska and Louise Sander be re-elected as
members of the Board.
Furthermore, the 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.
Of the proposed Board members, all others have been determined to be independent
of the company and its major shareholders under the rules of the Finnish
Corporate Governance Code maintained by the Finnish Securities Market
Association except for Patrick Lapveteläinen, who has been determined to be
independent of the company's major shareholders, but not independent of the
company due to his engagement as full-time Chair of the Board of the company,
and Herman Korsgaard who 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 received by the company, holds more than 10 per cent of the
company.
The members of Mandatum plc's Board of Directors are presented on Mandatum's
website (https://www.mandatum.fi/en/group/governance/board-of-directors/).
With regard to the selection procedure for the members of the Board of
Directors, the Nomination Board recommends that shareholders take a position on
the proposal as a whole at the AGM. This recommendation is based on the fact
that at Mandatum, in line with a good Nordic governance model, the 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. As an insurance holding company, Mandatum plc is also subject
to the requirements of insurance legislation regarding the collective competence
of the board of directors, which have been taken into account in the proposal of
the Nomination Board.
Proposal for the remuneration of the Board of Directors
The Nomination Board proposes to the AGM that it would resolve on the following
remunerations for the next term of the Board:
The Chair be paid annual remuneration of EUR 78 500 (2025: EUR 73 500), the Vice
Chair and the Chairs of the Committees EUR 67 500 (2025: EUR 63000), and other
Board members EUR 53 000 (2025: EUR 49 500). 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 (2025:
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 (2025: EUR 1600). Travel expenses would be reimbursed in
accordance with Mandatum's travel policy.
The annual remuneration set out above is proposed to 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 possibly held by it, on behalf and in the name of the Board members. The
company is 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 third quarter 2026
quarterly 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 resolve 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
(https://www.mandatum.fi/en/group/governance/remuneration/remuneration-of-the
-board-of-directors/).
Patrick Lapveteläinen, who acts as an expert member of the Nomination Board, 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.
The proposals of the Nomination Board will be included in the invitation to the
AGM, which will be published later.
Additional information:
Risto Murto
Chair of the Shareholders' Nomination Board
Tel. +35810 244 3119
Laura Halmela
General Counsel
Tel. +35850363 1985
laura.halmela[a]mandatum.fi
Lotta Borgström
VP, Investor Relations
Tel. +358 50 022 1027
lotta.borgstrom[a]mandatum.fi
Mandatum in brief
Mandatum is a major financial services provider, combining expertise in asset
and wealth management and life insurance. Clients include institutional
investors, companies and private individuals. Mandatum offers a broad range of
services encompassing asset and wealth management, compensation and rewards,
supplementary pensions and personal risk insurance. Skilled personnel, strong
brand and proven investment track record are at the centre of Mandatum's
success. The company has been listed on Nasdaq Helsinki since 2023.
mandatum.fi/en/group/ (https://www.mandatum.fi/en/group/)
Distribution:
Nasdaq Helsinki
Financial Supervisory Authority
Key media
www.mandatum.fi (https://www.mandatum.fi/en/)