SAMPO PLC STOCK EXCHANGE RELEASE 11 February 2010 at 10.25 am
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 13 April, 2010. The notice of Annual General Meeting will be published on 12
February, 2010 and registration will commence from this date. The Board of
Directors and its committees have made the following proposals to the Annual
General Meeting.
- Board of Director's dividend proposal
- Proposal of the Board's Nomination and Compensation committee for the
remuneration of the Board of Directors
- Proposal of the Board's 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 Board's Audit committee for the remuneration and election of
the Auditor
- Proposal of the Board of Directors for authorization to decide on
repurchasing Sampo shares
- Proposal of the Board of Directors for amendment of the Section 12 of the
Articles of association
The Board proposes to the Annual General Meeting a dividend of EUR 1.00 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 proposes to the Annual General Meeting
that the number of Board members be maintained at eight and that all the current
members are re-elected. The Committee also proposes 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
SAMPO PLC'S BOARD OF DIRECTORS' DIVIDEND PROPOSAL
According to its dividend policy, Sampo plc aims to distribute an annual
dividend corresponding to a dividend yield of 4-6 per cent. However, dividends
cannot exceed reported profit after tax (excluding extraordinary items) for the
calendar year for which the dividend is paid. Share buy-backs can be used to
complement dividends.
The parent company's distributable capital and reserves totaled EUR
6,435,539,685.41 of which profit for the financial year was EUR 531,142,474.88.
The Board proposes to the Annual General Meeting a dividend of EUR 1.00 per
share to company's 561,372,390 shares. The dividends to be paid are EUR
561,282,390 in total as no dividend is paid to the 90,000 Sampo A shares held by
the company itself. Rest of funds are left in the equity capital.
The dividend will be paid to shareholders registered in the Register of
Shareholders held by Euroclear Finland Ltd as at the record date of 16 April
2010. The Board proposes that the dividend be paid on 23 April 2010.
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, 11 February 2010
SAMPO PLC
Board of Directors
ANNEX 2
PROPOSAL OF THE NOMINATION AND COMPENSATION COMMITTEE FOR THE REMUNERATION OF
THE MEMBERS OF SAMPO PLC'S BOARD OF DIRECTORS
After hearing the major shareholders, Sampo plc's Nomination and Compensation
Committee proposes to the Annual General Meeting that the fees of the members of
the Board of Directors remain unchanged and that 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. Approximately 50 per cent
of each Board member's annual fees, after deduction of taxes and similar
payments, will be paid in Sampo A shares and the rest in cash.
Helsinki, 11 February 2010
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
After hearing the major shareholders, the Nomination and Compensation Committee
of Sampo plc's ("Sampo") Board of Directors proposes to the Annual General
Meeting that eight members be elected to the Board of Directors, so that the
current members of the Board Tom Berglund, Anne Brunila, Eira Palin-Lehtinen,
Jukka Pekkarinen, Christoffer Taxell, Veli-Matti Mattila, 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 proposes that the Board elect Björn
Wahlroos from among their 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
Tom Berglund, Jukka Pekkarinen and Christoffer Taxell be elected to the Audit
Committee.
The CVs of the persons proposed as Board members and the evaluation of their
independence pursuant to the Finnish Corporate Governance Code are available at
the address www.sampo.com/board.
Helsinki, 11 February 2010
SAMPO PLC
Nomination and Compensation Committee
ANNEX 4
PROPOSAL OF SAMPO PLC's AUDIT COMMITTEE FOR THE REMUNERATION AND ELECTION OF THE
AUDITOR
The Audit Committee of Sampo plc's Board of Directors proposes to the Annual
General Meeting that compensation be paid to the company's auditor on the basis
of reasonable invoicing.
The Audit Committee proposes that Ernst & Young Oy be elected as the company's
auditor until the close of the next Annual General Meeting. Ernst & Young Oy has
nominated Heikki Ilkka, APA, as the principally responsible auditor, if the
Annual General Meeting chooses Ernst & Young Oy to continue as the company's
auditor.
The Audit Committee states that its proposal is based on the fact that the
accounting firm Ernst & Young was the Sampo Group's auditor in 2009. The fees
paid to the auditor for services rendered and invoiced in 2009 totalled EUR
2,141,427. In addition, the accounting firm was paid a total of EUR 223,583 in
fees for non-audit services rendered and invoiced.
Helsinki, 11 February 2010
SAMPO PLC
Audit Committee
ANNEX 5
PROPOSAL OF SAMPO PLC'S BOARD OF DIRECTORS FOR AUTHORISATION TO DECIDE ON
REPURCHASING SAMPO SHARES
The Board of Directors of Sampo plc (“Sampo”) proposes that the Annual General
Meeting authorise the Board to decide on repurchasing 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. Sampo shares can be repurchased in other proportion than the
shareholders' proportional shareholdings (private 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 B shares has given consent to a buy-back of A
shares.
It is proposed that the authorisation 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, 11 February 2010
SAMPO PLC
Board of Directors
ANNEX 6
PROPOSAL OF THE BOARD OF DIRECTORS FOR AMENDMENT OF THE SECTION 12 OF THE
ARTICLES OF ASSOCIATION
Sampo plc's (“Sampo”) Board of Directors proposes to the Annual General Meeting
that the Annual General Meeting resolve to amend section 12 of the Articles of
Association as a result of the amendments to section 19 of the Finnish Limited
Liability Companies Act (624/2006) that entered into force on 3 August 2009 and
31 December 2009.
The amendments to the Limited Liability Companies Act that entered into force on
3 August 2009 and 31 December 2009 state that listed companies must deliver
their notices of the General Meeting no later than three weeks before the
General Meeting and no later than nine (9) days before the record date of the
General Meeting.
Proposed amendment
It is proposed that section 12 of the Articles of Association be amended to make
it correspond with the current wording and provisions of the Limited Liability
Companies Act. Section 12 of the Articles of Association will be amended as
follows:
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| Current wording of section 12 | Proposed wording for section 12 |
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| The Annual General Meeting must be | The Annual General Meeting must be |
| held before the end of June on a | held before the end of June on a date |
| date set by the Board of | set by the Board of Directors. |
| Directors. | A |
| A Notice of the General | Notice of the General Meeting must be |
| Meeting must be published in at | published in at least one newspaper |
| least one newspaper designated by | designated by the Board of Directors |
| the Board of Directors and in | and in circulation in Helsinki, no |
| circulation in Helsinki, no later | later than three weeks before the |
| than one week before the date | Annual General Meeting and no later |
| referred to in the Companies Act, | than nine days before the record date |
| Chapter 4, Section 2, Paragraph | of the Annual General Meeting |
| 2. | referred to in the Limited Liability |
| The manner in which other | Companies Act, Chapter 4, Section 2, |
| information is to be conveyed to | Subsection 2 |
| shareholders will be determined by | The manner in which |
| the Board of Directors separately in | other information is to be conveyed |
| each case. | to shareholders will be determined by |
| | the Board of Directors separately in |
| | each case. |
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Helsinki, 11 February 2010
SAMPO PLC
Board of Directors
PROPOSALS OF SAMPO PLC´S BOARD OF DIRECTORS AND ITS COMMITTEES TO THE ANNUAL GENERAL MEETING
| Source: Sampo