SAMPO PLC STOCK EXCHANGE RELEASE 9 February 2012 at 10.35 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 12 April 2012. The notice of Annual General Meeting will be published on 9 February 2012 and registration will commence on 10 February 2012. The Board of Directors and its committees have made the following proposals to the Annual General Meeting.
- Sampo plc's Board of Directors' dividend proposal
- 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 repurchasing Sampo shares
The Board proposes to the Annual General Meeting a dividend of EUR 1.20 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 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. The Nomination and Compensation Committee of the Board of Directors proposes that the current members of the Board are re-elected and that Per Arthur Sørlie would be elected as a new member to the Board.
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 HelsinkiThe principal media Financial Supervisory Authoritywww.sampo.com
ANNEX 1
The Board's Proposal for Distribution of Profit
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 for 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.
Salo, 9 February 2012
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. 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.
Salo, 9 February 2012
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 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.
The Nomination and Compensation Committee of the Board of Directors proposes that the current members of the Board Anne Brunila, Adine 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. The complete CV of Per Arthur Sørlie is attached to this proposal (Annex 1).
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 Committee's rationale for not assessing these persons independent of the company is presented in Annex 2. A majority of the proposed Board members are independent of major shareholders and the company.
The full 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, 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.
Salo, 9 February 2012
SAMPO PLC
Nomination and Compensation Committee
Annex 1: Curriculum Vitae of Per Arthur Sørlie
Annex 2: The Proposed Board Members Not Assessed to Be Independent from the Company
Annex 1: Curriculum Vitae of Per Arthur Sørlie
Name:
Per Arthur Sørlie, born 1957
Education:
Master of Business Administration, Norwegian School of Economics and Business Administration,
Bergen, 1980
Current position:
Orkla/Borregaard
- President & CEO Borregaard, 1999-
Career:
Orkla/Borregaard
- Executive Vice President, Borregaard, 1992-1999
- President, Borregaard Synthesis, 1997-1999
- President, Borregaard Fine Chemicals, 1993-1996
- Vice President Finance, Borregaard, 1990-1993
Nora Industrier
- Vice President Finance, Bjølsen Valsemølle, 1988-1990
Hafslund Nycomed
- Vice President Finance, Hafslund Power International, 1987-1988
- Finance Manager, Swift River/Hafslund Company, USA, 1985-1987
- Finance Consultant, Hafslund Energi, 1982-1984
Norwegian Petroleum Consultants
- Finance Consultant, 1981-1982
Positions of Trust:
Umkomaas Lignin (Pty) Ltd (50/50 JV between SAPPI Saiccor/Brgd)
- Chairman of the Board
Federation of Norwegian Industries (Norsk Industri)
- Chairman of the Board
Confederation of Norwegian Business and Industry (NHO)
- Member of the Assembly
Inspiria Science Center
- Member of the Board
Annex 2: The Proposed Board Members Not Assessed to Be Independent from the Company
Björn Wahlroos (previous employment relationship according to recommendation 15 (b) of the Finnish Corporate Governance Code)
Björn Wahlroos was Group Chief Executive Officer and President of Sampo Group until 7 April 2009 and his employment contract continued until 30 June 2009. He is deemed not to be independent of the company before 1 July 2012 because he has been employed by Sampo plc in the three years prior to the commencement of Board membership.
Matti Vuoria (interlocking control relationship according to recommendation 15 (e) of the Finnish Corporate Governance Code)
Matti Vuoria, Chief Executive Officer and President of Varma Mutual Pension Insurance Company, is deemed not to be independent of the company because Sampo Group's Chief Executive Officer and President, Kari Stadigh, is a member of Varma's Board of Directors.
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 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.
Salo, 9 February 2012
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 Ernst & Young Oy be elected as 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 company's Auditor.
Salo, 9 February 2012
SAMPO PLC
Audit Committee
ANNEX 6
Proposal of the Board of Directors for Authorization to Decide on Repurchasing Sampo 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 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.
Salo, 9 February 2012
SAMPO PLC
Board of Directors