Question 1

Development of number of shares and share capital

Accepted Answer

Below is the historical development of Mandatum's share capital and number of shares.

Date

Number of shares,
total

Share capital,
EURm

31 Dec 2025

31 Dec 2024

31 Dec 2023

2 Oct 2023

502,696,752

501,796,752

0.1

Changes

The total number of shares increased in September 2024 as a result of the Board of Directors’ approval of the subscription of a total of 900,000 new shares in the personnel offering. The new shares that have been issued in the personnel offering were registered in the Trade Register on 13 September 2024 and admitted to trading on Nasdaq Helsinki Ltd on 16 September 2024.

Question 2

Board authorisation: to resolve on the issuance of shares and special rights entitling to shares

Accepted Answer

The Annual General Meeting of Mandatum plc held on 15 May 2025 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 0.99 per cent of all the shares in the Company. The authorisation is valid until the closing of the next Annual General Meeting, provided this is not more than 18 months from the AGM’s resolution. The authorisation revokes the authorisation granted by the previous Annual General Meeting on 15 May 2024 regarding the issuance of shares or special rights entitling to shares.

Question 3

Own shares held by the company

Accepted Answer

Mandatum Plc or its group companies do not hold any of the company’s own shares.

Question 4

Board authorisation: to resolve on the repurchase and/or on the acceptance as pledge of the Company’s own shares

Accepted Answer

The Annual General Meeting of Mandatum plc held on 15 May 2025 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 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. The authorisation is valid until the closing of the next Annual General Meeting, provided this is not more than 18 months from the AGM’s resolution. The authorisation revokes the authorisation granted by the previous Annual General Meeting on 15 May 2024 regarding the repurchase or acceptance as pledge of the Company’s own shares.

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Number of shares and share capital

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