The Shareholders’ Nomination Board is a body of Mandatum plc's shareholders, responsible for annually preparing proposals to the Annual General Meeting for the election and remuneration of the members of the Board of Directors and the remuneration of the Board committees and the Nomination Board. The Nomination Board is also responsible for ensuring that the Board of Directors and its members maintain and represent a sufficient level of expertise, knowledge and competence for the needs of Mandatum and are able to commit sufficient time to perform their duties.

The responsibilities of the Nomination Board include:

• preparing and presenting to the Annual General Meeting a proposal on the number of the members of the Board of Directors in accordance with the articles of association;

• preparing and presenting to the Annual General Meeting a proposal on the Chair, Vice Chair and the members of the Board of Directors;

• reviewing the remuneration policy for governing bodies of Mandatum plc in respect of the remuneration of the members of the Board of Directors;
• preparing and presenting to the Annual General Meeting a proposal on the remuneration of the members of the Board of Directors as well as a proposal on the remuneration of the Board committees and the Nomination Board in accordance with the remuneration policy for governing bodies of Mandatum plc; and
• evaluating the succession plan for the Board of Directors and seeking for prospective successors for the members of the Board of Directors.
  
  

In its work, the Nomination Board shall comply with applicable laws and regulations, including the rules of Nasdaq Helsinki Ltd and the Corporate Governance Code.

The Nomination Board consists of four members, three of which represent Mandatum's three largest shareholders who, at the closing of Nasdaq Helsinki's last trading day in August preceding the next Annual General Meeting, hold the largest number of votes calculated of all shares in the company. The Chair of the Board of Directors acts as the fourth member of the Nomination Board as an expert member.

However, in accordance with the Charter of the Nomination Board, the members of the first Nomination Board represent the company’s three largest shareholders who, at the closing of 31 October 2023 trading held the largest number of votes calculated of all shares in the company.

Composition of the Nomination Board:

• Herman Korsgaard, Principal, Altor Equity Partners AS (appointed by Altor Invest 8 AS)
• Risto Murto, President and CEO, Varma Mutual Pension Insurance Company (appointed by Varma Mutual Pension Insurance Company)
• Patrick Lapveteläinen, Chair of the Board of Directors of Mandatum plc
  
  

The Nomination Board elected Risto Murto as Chair from among its members at its meeting on 26 February 2024. Further, the Nomination Board decided that, for the time being, no new member will be appointed to fill the seat that has become vacant prematurely due to Petter Söderström's (Solidium Oy) resignation. Petter Söderström, former Chair of the Shareholders’ Nomination Board, announced his resignation from his position as the Chair of the Nomination Board on 15 February 2024 after Solidium Oy had sold all its shares in Mandatum plc.

CHARTER OF THE SHAREHOLDERS’ NOMINATION BOARD