The shareholders of
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
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
The dividend is proposed to be paid to shareholders who are registered in the shareholder register of
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
The annual remuneration set out above would be paid as a combination of
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,
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
The Shareholders' Nomination Board proposes that the Board of Directors elects from among themselves
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
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
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
The election of
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
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
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
The minutes of the meeting will be available at www.mandatum.fi/en/AGM2024 on
C.INSTRUCTIONS FOR MEETING THE PARTICIPANTS
1. Shareholder registered in the shareholder register
Shareholders who are registered in the shareholder register of
Registration for the Annual General Meeting starts on
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
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
Registration must be received by 16:00 (EEST) on
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
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
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
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
4. Advance voting
A shareholder whose shares in the Company are registered in their personal Finnish book-entry account may vote in advance between
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
c) by e-mail by submitting the advance voting form available on the Company's website or equivalent information to
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
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
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,
Details on how to park and how to reach the
Coffee will be served prior to the AGM in the
We welcome all Shareholders to
In
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
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
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