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Proposals of Sampo plc's Board of Directors and its Committees to the Annual General Meeting

Sampo plc's Board of Directors has decided to summon the Annual General Meeting for 24 April 2014. The notice of Annual General Meeting will be published on 12 February 2014 and registration will commence on 13 February 2014. The Board of Directors and its committees have made the following proposals to the Annual General Meeting.

  • Proposal of the Board of Directors for Distribution of Profit
  • Proposal of the Nomination and Compensation Committee for the Remuneration of the Members of the Board of Directors
  • Proposal of the Nomination and Compensation Committee for the Number of Members of the Board of Directors and the Members of the Board of Directors
  • Proposal of the Audit Committee for the Remuneration of the Auditor
  • Proposal of the Audit Committee for the Election of the Auditor
  • Proposal of the Board of Directors for Authorization to Decide on the Repurchase of the Company's Own Shares

The Board proposes to the Annual General Meeting a dividend of EUR 1.65 per share and an authorization for the Board to decide on repurchasing a maximum of 50,000,000 Sampo A shares using funds available for profit distribution.

The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that the number of members remains unchanged and that the current eight members of the Board Anne Brunila, Jannica Fagerholm, Adine Grate Axén, Veli-Matti Mattila, Eira Palin-Lehtinen, Per Arthur Sørlie, Matti Vuoria and Björn Wahlroos are re-elected for a term continuing until the close of the next Annual General Meeting.

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.

The Audit Committee proposes that Ernst & Young Oy be elected as the company's auditor until the close of the next Annual General Meeting.

The proposals are attached in full to this release.

SAMPO PLC
Board of Directors

Distribution:
NASDAQ OMX Helsinki
The principal media
Financial Supervisory Authority
www.sampo.com

ANNEX 1

Proposal of the Board of Directors for Distribution of Profit

According to Sampo plc's dividend policy the total amount of dividends paid shall be 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 totalled EUR 6,775,182,609.93, of which the profit for the financial year was EUR 829,380,952.52.

The Board proposes to the Annual General Meeting a dividend of EUR 1.65 per share for the company's 560,000,000 shares. The dividends to be paid amount to a total of EUR 924,000,000. 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 29 April 2014. The Board proposes that the dividend be paid on 7 May 2014.

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 fulfill its obligations.

Helsinki, 12 February 2014

SAMPO PLC
Board of Directors

ANNEX 2

Proposal of the Nomination and Compensation Committee for 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.

Potential statutory social and pension costs incurring to non-Finnish members according to applicable national legislation will be borne by Sampo plc. In addition, reasonable travel and accommodation costs incurring to a Board member due to the Board meeting being held outside his/her permanent place of residence will be reimbursed.

A Board member shall in accordance with the resolution of the Annual General Meeting acquire Sampo A shares at the price paid in public trading for 50 per cent of his/her annual fee (excluding potential statutory social and pension costs) after deduction of taxes and similar payments. The company will pay any possible transfer tax related to the acquisition of the company shares.

The purchases shall be made within two weeks of the date when the interim report for January-September 2014 has been published or, if this is not feasible because of insider regulation, on the first possible date thereafter.

A Board member shall be obliged to retain the Sampo A shares under his/her ownership for two years from the purchasing date. The disposal restriction on the Sampo shares shall, however, be removed earlier in case the director's Board membership ends prior to release of the restricted shares i.e. the shares will be released simultaneously when the term of the Board membership ends.

Helsinki, 12 February 2014

SAMPO PLC
Nomination and Compensation Committee

ANNEX 3

Proposal of the Nomination and Compensation Committee for the Number of Members of the Board of Directors and 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 number of members remains unchanged and eight members be elected to the Board.

The Nomination and Compensation Committee of the Board of Directors proposes that the current members of the Board Anne Brunila, Jannica Fagerholm, Adine Grate Axén, Veli-Matti Mattila, Eira Palin-Lehtinen, Per Arthur Sørlie, Matti Vuoria and Björn Wahlroos are re-elected for a term continuing until the close of the next Annual General Meeting.

All the proposed Board members are independent of the company and of the major shareholders.

The CVs of all persons proposed as Board member are available at www.sampo.com/agm.

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, Matti Vuoria and Björn Wahlroos be elected to the Nomination and Compensation Committee as well as Anne Brunila, Jannica Fagerholm, Adine Grate Axén and Per Arthur Sørlie be elected to the Audit Committee. The compositions of the Committees fulfill the Finnish Corporate Governance Code's requirement for independence.

Helsinki, 12 February 2014

SAMPO PLC
Nomination and Compensation Committee

ANNEX 4

Proposal of the Audit Committee for 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 an invoice approved by the company.

As background for the proposal, the Audit Committee states that the Authorized Public Accountant Firm Ernst & Young Oy has acted as Sampo Group's Auditor in 2013. The fee paid to the Auditor for services rendered and invoiced in 2013 totalled EUR 2,241,568. In addition, the accounting firm was paid a total of EUR 300,695 in fees for non-audit services rendered and invoiced. Solvency II related fees accounted for approximately 54 per cent of the non-audit services fees, the rest consists mainly of services related to taxes.
Helsinki, 12 February 2014
SAMPO PLC
Audit Committee

ANNEX 5

Proposal of the Audit Committee for the Election of the Auditor


The Audit Committee of the Board of Directors proposes that the Authorized Public Accountant Firm 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 choose Ernst & Young Oy to continue as the company's Auditor.


Helsinki, 12 February 2014


SAMPO PLC
Audit Committee

ANNEX 6

Proposal of the Board of Directors for Authorization 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 A 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 A shares in public trading at the time of the purchase. However, in implementing the repurchase of Sampo A 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 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.

Helsinki, 12 February 2014

SAMPO PLC
Board of Directors

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