Decisions of Sampo plc’s Annual General Meeting
SAMPO
PLC
DECISIONS OF GENERAL
MEETING 25 April
2024 at 4:35 pm
Decisions of Sampo plc’s Annual General Meeting
The Annual General Meeting of Sampo plc, held today on 25 April
2024, approved all the proposals made to the AGM by the Board of
Directors and its Committees, including distribution of dividend of
EUR 1.80 per share for 2023.
The AGM adopted the financial accounts for 2023 and discharged
the members of the Board of Directors and CEO from liability for
the financial year ending 31 December 2023. The AGM authorised the
Board of Directors to decide on share repurchases and a share issue
without payment.
Including proxy representatives, there were altogether
320,218,518 shares (63.8 per cent of shares) and 321,018,518 votes
(63.9 per cent of all votes) in the company represented at the
Annual General Meeting.
Dividend payment
The AGM decided to distribute a dividend of EUR 1.80 per share
for 2023. The dividend will be paid to the shareholders registered
in the Company’s shareholders’ register maintained by Euroclear
Finland Oy and to the holders of the Swedish depository receipts
(SDRs) who are registered in the securities depository and
settlement register maintained by Euroclear Sweden AB as at the
record date of 29 April 2024. The dividend will be paid to Finnish
shareholders on 7 May 2024 and to the SDR holders on 10 May
2024.
Election and remuneration of the Board members
The number of Board members remained unchanged at nine members.
Christian Clausen, Georg Ehrnrooth, Jannica Fagerholm, Steve
Langan, Risto Murto, Antti Mäkinen, Markus Rauramo and
Annica Witschard were re-elected for a term continuing until
the close of the next Annual General Meeting. Astrid Stange
was elected as a new member to the Board. At its organisational
meeting, the Board elected Antti Mäkinen as Chair and Jannica
Fagerholm as Vice Chair. Christian Clausen, Georg Ehrnrooth, Risto
Murto, and Antti Mäkinen (Chair) were elected to the Nomination and
Remuneration Committee. Jannica Fagerholm (Chair), Astrid Stange,
Steve Langan, Markus Rauramo and Annica Witschard were elected to
the Audit Committee.
All the Board members have been determined to be independent of
the Company and its major shareholders under the rules of the
Finnish Corporate Governance Code 2020. The CVs of the Board
members are available at www.sampo.com/board. The AGM decided on
the following annual fees to the members of the Board of Directors
until the close of the next Annual General Meeting:
- EUR 235,000 for the Chair of the Board (previously EUR
228,000)
- EUR 135,000 for the Vice Chair of the Board (previously EUR
131,000)
- EUR 104,000 for each member of the Board (previously EUR
101,000)
- EUR 29,000 for the Chair of the Audit Committee as an
additional annual fee (previously EUR 28,000)
- EUR 6,600 for each member of the Audit Committee as an
additional annual fee (previously EUR 6,400).
A Board member shall, in accordance with the resolution of the
Annual General Meeting, acquire Sampo plc A shares at the price
paid in public trading for 50 per cent of his/her annual fee after
the deduction of taxes, payments and potential statutory social and
pension costs. Notwithstanding this, a Board member is not required
to purchase any additional Sampo plc A shares if the Board member
owns such amount of said shares that their value is equivalent to
twice the respective Board member’s gross annual fee. The Company
will pay any possible transfer tax related to the acquisition of
the shares.
Election and remuneration of the auditor and of the
sustainability reporting assurer
The Authorised Public Accountant Firm Deloitte Ltd was
re-elected as the Company’s auditor for the financial year 2024.
APA ASA Jukka Vattulainen will continue as the auditor with
principal responsibility. Deloitte Ltd will also act as the
sustainability reporting assurance provider for the financial year
2024, with Jukka Vattulainen acting as the principal Authorised
Sustainability Auditor.
The Company’s Auditor and the sustainability reporting assurance
provider will be paid compensation against invoices approved by the
Company.
Remuneration Report for Governing Bodies and Remuneration
Policy for Governing Bodies
Sampo’s Remuneration Report for Governing Bodies and the
Remuneration Policy for Governing Bodies were adopted through an
advisory resolution. Authorisation on share repurchases
The Annual General Meeting authorised the Board to resolve to
repurchase, on one or several occasions, a maximum of 50,000,000
Sampo plc A shares on the condition that the number of own shares
held by the Company at any given time may not exceed 10 per cent of
all the shares in the Company. If the Board decides on share issue
without consideration in proportion to shares owned, the maximum
number of shares that may be repurchased will be automatically
multiplied by the same ratio without any separate decision. The
repurchased shares will be cancelled.
The authorisation will be valid until the close of the next
Annual General Meeting, however no longer than 18 months from the
Annual General Meeting’s decision.
Authorisation on a share split
The Annual General Meeting authorised the Board of Directors to
resolve upon a share issue without payment in proportion to shares
owned by shareholders (share split) in order to enhance share
liquidity and accessibility. The Board of Directors can resolve
upon the timing and execution of the share split at its discretion
and based on the then prevailing market conditions. Based on the
proposed authorisation, the Board of Directors can resolve to issue
new shares to all shareholders without payment in proportion to
their holdings so that a maximum of five (5) new A shares would be
issued for each current A share and a maximum of five (5) new B
shares would be issued for each current B share. Based on the
current number of shares, a maximum of 2,507,983,760 new A shares
and a maximum of 1,000,000 new B shares could be issued. The share
split would not require any action from the shareholders nor SDR
holders. The authorisation is valid until the next Annual General
Meeting of Sampo plc, however at the latest until 30 June 2025.
AGM materials
The proposals approved by the AGM and the Remuneration Policy
for Governing Bodies are available in their entirety at Sampo’s
website at www.sampo.com/agm. The Remuneration Report for Governing
Bodies is available at www.sampo.com/year2023.
The minutes of the Annual General Meeting will be available for
viewing at www.sampo.com/agm and at Sampo plc's head office at
Fabianinkatu 27, Helsinki, Finland, by the end of 9 May 2024.
SAMPO PLC
For further information, please contact: Sami
TaipalusHead of Investor Relationstel. +358 10 516 0030
Maria SilanderCommunications Manager, Media Relationstel. +358
10 516 0031
Mirko Hurmerinta IR Manager tel. +358 10 516 0032
Distribution: Nasdaq Helsinki Nasdaq Stockholm London
Stock Exchange FIN-FSA The principal media www.sampo.com