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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 19 April 2018. The notice of Annual General Meeting will be published on 7 February 2018 and registration will commence on 8 February 2018. 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 the Amendment of Sections 9 and 12 of the Articles of Association
  • 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 2.60 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 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 Christian Clausen, Jannica Fagerholm, Adine Grate Axén, Veli-Matti Mattila, Risto Murto, Eira Palin-Lehtinen and Björn Wahlroos are re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members Per Arthur Sørlie is not available for re-election. The Committee proposes that Antti Mäkinen, the CEO of Solidium Oy, be elected as a new member to the Board.

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 175,000, the Vice Chairperson of the Board and the Chairperson of the Audit Committee will be paid EUR 115,000, the members of the Audit Committee will be paid EUR 96,000 and the other members of the Board of Directors will be paid EUR 90,000 each.

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.

The proposals are attached in full to this release.

SAMPO PLC
Board of Directors

For more information, please contact:

Jarmo Salonen
Head of Investor Relations and Group Communications
tel. +358 10 516 0030

Mirko Hurmerinta
IR & Communications Specialist, Media Relations
tel. +358 10 516 0032

Distribution:
Nasdaq Helsinki
London Stock Exchange
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 7,570,983,877.42, of which the profit for the financial year was EUR 1,395,971,059.94.

The Board proposes to the Annual General Meeting a dividend of EUR 2.60 per share for the company's 555,351,850 shares. The dividends to be paid amount to a total of EUR 1,443,914,810. 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 23 April 2018. The Board proposes that the dividend be paid on 3 May 2018.

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, 7 February 2018

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 be paid an annual fee of EUR 175,000, the Vice Chairperson of the Board and the Chairperson of the Audit Committee be paid EUR 115,000, the members of the Audit Committee be paid EUR 96,000 and the other members of the Board of Directors be paid EUR 90,000 each.

Potential statutory social and pension costs incurring to Board members having permanent residence outside Finland will according to applicable national legislation be borne by Sampo plc. In addition, actual travel and accommodation costs incurring to a Board member 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 after deduction of taxes, payments and potential statutory social and pension costs. The company will pay any possible transfer tax related to the acquisition of the company shares.

A Board member shall make the purchase of shares during 2018 after the publication of the interim statement for January-September 2018 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, 7 February 2018

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 remain unchanged and eight members be elected to the Board. The proposal is in compliance with the policy on diversity with regard to the Board of Directors of Sampo plc.

The Nomination and Compensation Committee of the Board of Directors proposes that the current members of the Board Christian Clausen, Jannica Fagerholm, Adine Grate Axén, Veli-Matti Mattila, Risto Murto, Eira Palin-Lehtinen and Björn Wahlroos be re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members Per Arthur Sørlie is not available for re-election. The Committee proposes that Antti Mäkinen be elected as a new member to the Board.

Antti Mäkinen was born in 1961 and has a Master of Laws degree from the University of Helsinki. He has made a long career in banking and works currently as the CEO of Solidium Oy. He started in this position in May 2017. Antti Mäkinen's complete CV is enclosed to this proposal.

All the proposed Board members have been determined to be independent of the company under the rules of the Finnish Corporate Governance Code 2015. Furthermore, all Board members but Antti Mäkinen have been determined to be independent of the major shareholders. Mäkinen is deemed not to be independent of the major shareholders because of his position as the CEO of Solidium Oy, a major shareholder of the company (relationship with a significant shareholder according to recommendation 10 (g) of the Finnish Corporate Governance Code). Majority of the proposed Board members are independent of the major shareholders and the company.

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 elect Björn Wahlroos from among its number as the Chairman of the Board. It is proposed that Veli-Matti Mattila, Risto Murto, Eira Palin-Lehtinen and Björn Wahlroos (Chairman) be elected to the Nomination and Compensation Committee as well as Christian Clausen, Jannica Fagerholm (Chairperson), Adine Grate Axén and Antti Mäkinen be elected to the Audit Committee. The compositions of the Committees fulfill the Finnish Corporate Governance Code 2015's requirement for independence.

Helsinki, 7 February 2018

SAMPO PLC
Nomination and Compensation Committee

Appendix: CV of Antti Mäkinen

CV (7 February 2018)

Name:

Antti Mäkinen

Age:

Born 1961

Education:

University of Helsinki
- Master of Laws 1986

Current position:

Solidium Oy
- CEO 2017-

Career:

Nordea Bank AB (publ)
- Director 2010-2017

eQ Corporation
- CEO 2005-2009

SEB Enskilda Securities
- Finnish Branch, Director 1996-2005

Hannes Snellman Attorneys Ltd
- Partner 1985-1996

Postitions of Trust:

Rake Oy, Member of the Board of Directors 2002-

Several Shareholder's Nomination Committees

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 plc's Auditor in 2017. The fee paid to the Auditor for services rendered and invoiced in 2017 totalled EUR 2,438,827, excluding the fees paid by Topdanmark A/S. In addition, the accounting firm was paid a total of EUR 291,316 in fees for non-audit services rendered and invoiced, excluding the fees paid by Topdanmark A/S.

Helsinki, 7 February 2018

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 Kristina Sandin, APA, will be elected as the principally responsible Auditor if the Annual General Meeting choose Ernst & Young Oy to continue as the company's Auditor.

The Audit Committee notes that its recommendation is free from influence by a third party, and the Audit Committee is not subject to compliance with any such clauses referred to in Article 16(6) of the Audit Regulation (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC, the "Audit Regulation") that would restrict the choice as regards the appointment of a statutory auditor or audit firm.

Background for the proposal of the Audit Committee

Sampo Group's current responsible Auditor, APA Kristina Sandin, has acted as the principally responsible Auditor since 2017.

In accordance with the transitional provisions of Article 41 of the Audit Regulation, Sampo plc shall not after 17 June 2023 enter into or renew an audit engagement with Ernst & Young Oy.

If P&C Insurance Holding Ltd (publ) has invited tenders for its audit engagement and its auditor will change during 2018 due to mandatory rotation rules of the Audit Regulation.

Helsinki, 7 February 2018

SAMPO PLC
Audit Committee

ANNEX 6

Proposal of the Board of Directors for the Amendment of Sections 9 and 12 of the Articles of Association

Sampo plc's Board of Directors proposes to the Annual General Meeting that the Annual General Meeting resolve to:  

i.        amend Section 9 of the Articles of Association of Sampo plc as a result of the new Auditing Act (1141/2015) that entered into force on 1 January 2016; and

ii.        amend Section 12 of the Articles of Association of Sampo plc to reflect the market practice.

The contents of the proposed amendments as well as the current wording of the Sections appear in the enclosed appendix.

Proposed amendments

i.        Section 9 - Auditor oversight

In accordance with the new Auditing Act, the Auditor Oversight Unit of the Finnish Patent and Registration Office shall be responsible for auditor oversight as of 1 January 2016. As a result of this, it is proposed to amend Section 9 of the Articles of Association to correspond with the wording and provisions of the Auditing Act, i.e. so that the auditor of the company shall be an audit firm authorised by the Finnish Patent and Registration Office, instead of the Finnish Central Chamber of Commerce. It is proposed that Section 9 remain unchanged otherwise.

ii.        Section 12 - Delivery of a notice of the General Meeting

In accordance with its Articles of Association, Sampo plc has published notices of the General Meetings in a newspaper in circulation in Helsinki. Section 12 of the Articles of Association is proposed to be amended to reflect the market practice and the current wording of the Companies Act (624/2006) (due to the annulment of Chapter 4 of the Companies Act and the transfer of its contents to other sections of the Companies Act). As a consequence of the amendment, a notice of the General Meeting would be published only on the web page of the company. Additionally, references to certain sections of the Companies Act would be updated. The current rules as regards the timings of the General Meeting and the publishing of a notice would remain applicable.

Helsinki, 7 February 2018

SAMPO PLC
Board of Directors

Appendix: Proposed Amendments to the Articles of Association

Current wording of Section 9 Proposed wording for Section 9

The company shall have one (1) Auditor which must be an auditing firm authorised by the Finnish Central Chamber of Commerce.

 

The Auditor's term of office shall last from their election until the end of the following Annual General Meeting.

 
 

The company shall have one (1) Auditor which must be an auditing firm authorised by the Finnish Patent and Registration Office.

 

The Auditor's term of office shall last from their election until the end of the following Annual General Meeting.

 

Current wording of Section 12 Proposed wording for Section 12

The Annual General Meeting must be held before the end of June on a date set by the Board of Directors.

 

A notice of the General Meeting must be published in at least one newspaper designated by the Board of Directors and in circulation in Helsinki, no later than three weeks before the Annual General Meeting and no later than nine days before the record date of the Annual General Meeting referred to in the Limited Liability Companies Act, Chapter 4, Section 2, Subsection 2.

 

The manner in which other information is to be conveyed to shareholders will be determined by the Board of Directors separately in each case.
 

The Annual General Meeting must be held before the end of June on a date set by the Board of Directors.

 

A notice of the General Meeting must be published on the web page of the company, no later than three weeks before the Annual General Meeting and no later than nine days before the record date of the Annual General Meeting referred to in the Limited Liability Companies Act, Chapter 5, Section 6 a.


The manner in which other information is to be conveyed to shareholders will be determined by the Board of Directors separately in each case.

 

ANNEX 7

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 resolve to repurchase a maximum of 50 million Sampo A shares representing approximately 9.0 per cent of all A shares of the company. The repurchased shares will be cancelled.

The price paid for the shares repurchased under the authorization shall be based on the current market price of Sampo A shares on the securities market. The minimum price to be paid would be the lowest market price of the share quoted during the authorization period and the maximum price the highest market price quoted during the authorization period.

The repurchases under the authorization are proposed to be carried out by using funds in the unrestricted shareholders' equity, which means that the repurchases will reduce funds available for distribution of profit.

The authorization for repurchases is proposed to be carried out in such marketplaces the rules of which allow companies to trade with their own shares. Sampo A shares will be repurchased at a market price of the time of repurchase in public trading in those marketplaces, in which the company share is publicly traded. The company may enter into derivative, stock lending or other arrangements customary in capital market practice within the limits set by law and other regulations. In repurchases through such marketplaces, the company will follow the rules and guidelines regarding, among other factors, the determination of the repurchase price, settlement and disclosure of trades, of the marketplace in which the repurchase is carried out.

The holder of all Sampo B shares has given its consent to a buy-back of A shares.

It is proposed that the authorization 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, 7 February 2018

SAMPO PLC
Board of Directors

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