The Board of directors of Sampo Oyj (HLSE:SAMPO) agrees to Spin-Off Mandatum Holding Ltd on March 29, 2023. The Board of Directors proposes that the Annual General Meeting resolve to approve the partial demerger of Sampo plc, all of the shares in Mandatum Holding Ltd (a wholly-owned direct subsidiary of Sampo plc) and related assets and liabilities will transfer without a liquidation procedure to Mandatum plc, a company to be incorporated in the demerger on the Effective Date. The shareholders of Sampo plc shall receive as demerger consideration one (1) new share in Mandatum plc for each share (regardless of share class) owned in Sampo plc, i.e. the demerger consideration shall be issued to the shareholders of Sampo plc in proportion to their shareholdings with a ratio of 1:1. The shares in Mandatum plc are intended to be admitted to trading on the official list of Nasdaq Helsinki Ltd. The demerger should be tax neutral transaction for Finnish tax purposes given Sampo has obtained a binding tax ruling from the Finnish tax authority. The purpose of the Demerger is to implement the divestment of the life insurance, wealth management business and related operations carried out by Mandatum Holding Ltd. However, despite the resolution of the General Meeting, the Board of Directors of Sampo plc may resolve to not complete the Demerger if at any time prior to the completion of the Demerger there exists in the view of the Board of Directors of Sampo plc grounds due to which such non-completion would be appropriate.

It is proposed that Patrick Lapveteläinen, Jannica Fagerholm, Johanna Lamminen, Markus Aho, Jukka Ruuska and Kimmo Laaksonen be elected as members to the Board of Directors of the Receiving Company. . In addition, it is proposed that the members of the Board of Directors of the Receiving Company shall select from among themselves Patrick Lapveteläinen as the Chair of the Board of Directors and Jannica Fagerholm as the Vice Chair of the Board of Directors of the Receiving Company. Patrick Lapveteläinen has been determined to be independent of the Receiving Company's major shareholders, but not independent of the Receiving Company due to the Receiving Company intending to engage Patrick Lapveteläinen as a full-time Chair of the Board. As of August 16, 2023, Ville Talasmäki has been appointed as Group Chief Investment Officer and Group Executive Committee Member of Sampo. As of August 23, 2023, Juhani Lehtonen appointed as Mandatum?s Chief Investment Officer (CIO) and member of Mandatum's Executive Management Group. The appointments are conditional on the completion of the partial demerger of Sampo Plc.

As part of the demerger resolution the Annual General Meeting resolves on, conditional upon the registration of the completion of the demerger: The establishment of Mandatum plc and the approval of its articles of association and The composition of Mandatum plc?s Board of Directors and the selection of its auditor as well as their remuneration. Resolutions that are conditional on the completion of the demerger will enter into force in connection with the registration of the completion of the demerger. The Board proposes that the Annual General Meeting on May 17, 2023 resolves to approve the demerger. The planned date of registration of the completion of the partial demerger is October 1, 2023.

It is proposed that Deloitte Ltd is elected as the auditor of the Receiving Company. Deloitte Ltd be elected as the Mandatum plc?s auditor. APA Reeta Virolainen has acted as Mandatum Group?s principally responsible auditor since 2021. The Demerger Consideration shall be issued through the book-entry securities system maintained by Euroclear Finland Oy. Alexandra Therman-Londen, Patrik Reuterskiöld, Rami Katajisto, Fredrik Segenmark, Esa Hanttu, Jens Nystrand, Klara Wessman, Johan Roth, Janne Sarvikivi of Nordea Corporate Finance Ltd. acted as financial advisor to Mandatum Oyj and Sampo Oyj.