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Notice is given to the shareholders of Sampo plc to the Annual General Meeting to be held on Thursday, 12 April 2012 at 2.00 pm at Helsinki Exhibition and Convention Centre, halls 5ab, Messuaukio 1, 00520 Helsinki. The reception of shareholders who have registered for the meeting and the serving of coffee prior to the meeting will start at 12.30 pm.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following items will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize 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 annual accounts, report of the Board of Directors and Auditor's Report for the year 2011
Review by the Group CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and payment of dividend
According to Sampo plc's dividend policy the total amount of dividends will correspond to at least 50 per cent of the Group's annual net profit (excluding extraordinary items). Share buy-backs can be used to complement dividends.
The parent company's distributable capital and reserves totaled EUR 6,623,776,460.88, of which profit for the financial year was EUR 682,234,763.79.
The Board proposes to the Annual General Meeting a dividend of EUR 1.20 per share of the company's 560,000,000 shares. The dividends to be paid amount to a total of EUR 672,000,000. The remainder of the funds is to be left in the equity capital.
The dividend will be paid to shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd. on the record date of the dividend payment on 17 April 2012. The Board proposes that the dividend be paid on 24 April 2012.
No significant changes have taken place in the company's financial position since the end of the financial year. The company's liquidity position is good and in the view of the Board, the proposed distribution does not jeopardize the company's ability to fulfil its obligations.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that the fees of the members of the Board of Directors remain unchanged and that the members of the Board of Directors be paid the following fees until the close of the next Annual General Meeting: the Chairman of the Board will be paid an annual fee of EUR 160,000, the Vice Chairman of the Board will be paid EUR 100,000 and the other members of the Board of Directors will be paid EUR 80,000 each. In addition, potential statutory social and pension costs incurring to non-Finnish members according to applicable national legislations will be borne by Sampo plc. Approximately 50 per cent of each Board member's annual fee (excluding potential statutory social and pension costs), after deduction of taxes and similar payments, will be paid in Sampo A shares and the rest in cash.
11. Resolution on the number of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that the number of members be increased with one to nine members. Considering the current mix of business and based on past experience, the Committee regards nine as an appropriate number of directors allowing the needed diversity in experiences and skills as well as efficient ways of working.
12. Election of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that the current members of the Board Adine Anne Brunila, Grate Axén, Veli-Matti Mattila, Eira Palin-Lehtinen, Jukka Pekkarinen, Christoffer Taxell, Matti Vuoria and Björn Wahlroos are re-elected for a term continuing until the close of the next Annual General Meeting. The Committee proposes that Per Arthur Sørlie be elected as a new member to the Board.
Per Arthur Sørlie was born in 1957 and has a Master in Business Administration from the Norwegian School of Economics and Business Administration in Bergen. He has worked for Orkla Group in Norway since 1990.
All the proposed Board members are independent of the major shareholders and all but Björn Wahlroos and Matti Vuoria are independent of the company.
The full CVs of all persons proposed as Board member as well as the Committee's rationale for not assessing these persons independent of the company are available at www.sampo.com/agm. A majority of the proposed Board members are independent of major shareholders and the company.
The Nomination and Compensation Committee proposes that the Board elects Björn Wahlroos from among its number as the Chairman of the Board. It is proposed that Veli-Matti Mattila, Eira Palin-Lehtinen, Christoffer Taxell, Matti Vuoria and Björn Wahlroos be elected to the Nomination and Compensation Committee and Anne Brunila, Adine Grate Axén, Jukka Pekkarinen and Per Arthur Sørlie be elected to the Audit Committee. The Committees fulfil the Finnish Corporate Governance Code's requirement for independence.
13. Resolution on the remuneration of the Auditor
The Audit Committee of the Board of Directors proposes to the Annual General Meeting that compensation be paid to the company's Auditor against reasonable invoice approved by the company.
The Audit Committee states that its proposal is based on the fact that the accounting firm Ernst & Young Oy was Sampo Group's Auditor in 2011. The fee paid to the Auditor for services rendered and invoiced in 2011 totaled EUR 2,013,628. In addition, the accounting firm was paid a total of EUR 281,071 in fees for non-audit services rendered and invoiced.
14. Election of the Auditor
The Audit Committee of the Board of Directors proposes that Ernst & Young Oy be elected as the company's Auditor until close of the next Annual General Meeting. Ernst & Young Oy has announced that Heikki Ilkka, APA, will be re-elected as the principally responsible Auditor if the Annual General Meeting chooses Ernst & Young Oy to continue as the company's Auditor.
15. Authorizing the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes that the Annual General Meeting authorize the Board to decide on the repurchase of Sampo A shares using funds available for profit distribution.
Sampo A shares can be repurchased in one or more lots up to a total of 50,000,000 shares representing approximately 8.9 per cent of all A shares of the company. Sampo shares can be repurchased in other proportion than the shareholders' proportional shareholdings (directed repurchase).
The share price will be no higher than the highest price paid for Sampo plc shares in public trading at the time of the purchase. However, in implementing the repurchase of Sampo shares, normal derivatives, stock lending or other contracts may also be entered into within the legal and regulatory limits, at the price determined by the market.
The holder of all Sampo plc's B shares has given its consent to a buy-back of A shares.
It is proposed that the authorization will be valid until the close of the next Annual General Meeting, provided this is not more than 18 months from the Annual General Meeting's decision.
16. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the items on the agenda of the Annual General Meeting as well as this notice are available on Sampo plc website at www.sampo.com/agm. The financial statements, the report of the Board of Directors and the Auditor's Report on Sampo plc, are available at www.sampo.com/annualreport no later than 9 March 2012. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available at www.sampo.com/agm as from 26 April 2012.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in shareholders' register
Each shareholder who is registered on 29 March 2012 in shareholders' register of the company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in shareholders' register of the company.
A shareholder who is registered in shareholders' register of the company and who wants to participate in the Annual General Meeting shall register for the meeting no later than 4.00 pm on 4 April 2012 by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date. Such notice can be given:
Registration should arrive no later than by 4.00 pm on Wednesday 4 April 2012 irrespective of the method of registration.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. When registering a proxy on the internet shareholder's book-entry account number is also needed. The personal data given to Sampo plc is used only in connection with the Annual General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 29 March 2012, would be entitled to be registered in shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest by 10 am on 5 April 2012. As regards nominee registered shares this constitutes a due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders' register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders' register of the company at the latest by the time stated above.
Further information on these matters can also be found on the company's website www.sampo.com/agm.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Possible proxy documents should be delivered in originals to the address Sampo plc/Shareholder Services, Fabianinkatu 27, 00100 Helsinki, Finland before the end of registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the items to be considered at the meeting.
On the date of this notice to the Annual General Meeting, 9 February 2012 the total number of shares in Sampo plc is 558,800,000 A shares, representing 558,800,000 votes and 1,200,000 B shares representing 6,000,000 votes, i.e. a total of 560,000,000 shares and 564,800,000 votes. At the Annual General Meeting each A share carries one vote and each B share carries five votes.
Salo, 9 February 2012
The Board of Directors
NASDAQ OMX Helsinki
The principal media
Financial Supervisory Authority