Proposals of Sampo plc's Board of Directors and...
SAMPO PLC STOCK EXCHANGE RELEASE 10 February 2016 at 11.00 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 21 April 2016. The notice of Annual General Meeting will be published on 10 February 2016 and registration will commence on 11 February 2016. 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 2.15 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 Jannica Fagerholm, Adine Grate Axén, Veli-Matti Mattila, Risto Murto, Eira Palin-Lehtinen, Per Arthur Sørlie and Björn Wahlroos are re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members Anne Brunila is not available for re-election. The Committee proposes that Christian Clausen 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 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. Annual fees payable to the Board members have remained at the same level since the close of the Annual General Meeting in 2008.
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
Distribution:
Nasdaq 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 7,053,102,301.21, of which the profit for the financial year was EUR 1,227,831,784.12.
The Board proposes to the Annual General Meeting a dividend of EUR 2.15 per share for the company's 560,000,000 shares. The dividends to be paid amount to a total of EUR 1,204,000,000. 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 25 April 2016. The Board proposes that the dividend be paid on 3 May 2016.
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, 10 February 2016
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. Annual fees payable to the Board members have remained at the same level since the close of the Annual General Meeting in 2008.
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 (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.
A Board member shall make the purchase of shares during 2016 after the publication of the interim statement for January-September 2016 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, 10 February 2016
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 proposal is in compliance with the policy on diversity with regard to the Board of Directors of Sampo plc approved on 10 February 2016.
The Nomination and Compensation Committee of the Board of Directors proposes that the current members of the Board Jannica Fagerholm, Adine Grate Axén, Veli-Matti Mattila, Risto Murto, Eira Palin-Lehtinen, Per Arthur Sørlie and Björn Wahlroos are re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members Anne Brunila is not available for re-election. The Committee proposes that Christian Clausen be elected as a new member to the Board.
Christian Clausen was born in 1955 and has a Master of Science (Econ.) from the University of Copenhagen. He has made a long career at the banking branch and worked at Nordea Bank AB (publ) since 2000. Clausen acted as the President and Group CEO of Nordea in 2007-2015 and continues as Senior Advisor until the end of 2016. Christian Clausen's complete CV is enclosed to this proposal.
All the proposed Board members have been determined to be independent of the company and of the major shareholders under the rules of the Finnish Corporate Governance Code 2015.
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, Risto Murto, Eira Palin-Lehtinen and Björn Wahlroos be elected to the Nomination and Compensation Committee as well as Christian Clausen, 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 2015's requirement for independence.
Helsinki, 10 February 2016
SAMPO PLC
Nomination and Compensation Committee
Annex: CV of Christian Clausen
CV (10 February 2016)
Name:
Christian Clausen
Age:
Born 1955
Education:
University of Copenhagen
- Master of Science (Econ.) 1978
INSEAD
- Executive Management Programme 1987
Current Position:
Nordea Bank AB (publ)
- Senior Advisor 2015-
Career:
Nordea Bank AB (publ)
- President and Group CEO 2007-2015
- Head of Nordea Asset Management & Life 2000-2007
Unibank (Nordea Bank AB)
- Member of the Executive Board 1998-2000
- MD and Chief Executive of Unibank Markets 1996-1998
Unibørs Securities
- MD and Chief Executive 1990-1996
Privatbørsen
- MD 1988-1990
Positions of Trust:
International Monetary Conference Board of Directors (IMC), Board Member 2014-
European Banking Federation, Chairman and Director 2011-2015
Swedish Banking Association, Chairman 2010-2013, Board Member 2013-2015
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 has acted as Sampo plc's Auditor in 2015. The fee paid to the Auditor for services rendered and invoiced in 2015 totalled EUR 2,371,128. In addition, the accounting firm was paid a total of EUR 332,799 in fees for non-audit services rendered and invoiced.
Helsinki, 10 February 2016
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 Tomi Englund, 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.
As background for the proposal, the Audit Committee states that Tomi Englund has acted as Sampo plc's principally responsible Auditor since 1 April 2015.
Helsinki, 10 February 2016
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 resolve to repurchase a maximum of 50 million Sampo A shares representing approximately 8.9 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 in other proportion than the shareholders' proportional shareholdings (directed repurchase). 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 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, 10 February 2016
SAMPO PLC
Board of Directors
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Sampo Oyj via Globenewswire
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