Proposals of Sampo plc's Board of Directors and...
SAMPO PLC STOCK EXCHANGE RELEASE 13 February 2013 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 18 April 2013. The notice of Annual General Meeting will be published on 13 February 2013 and registration will commence on 14 February 2013. 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 1.35 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 decreased with one to eight members and that the current members of the Board Anne Brunila, 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. Of the current members Jukka Pekkarinen and Christoffer Taxell are not available for re-election. The Committee proposes that Jannica Fagerholm 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.
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 totaled EUR 6,694,652,272.86, of which the profit for the financial year was EUR 737,122,584.60.
The Board proposes to the Annual General Meeting a dividend of EUR 1.35 per share for the company's 560,000,000 shares. The dividends to be paid amount to a total of EUR 756,000,000.00. 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 2013. The Board proposes that the dividend be paid on 30 April 2013.
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, 13 February 2013
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 plc's 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 purchases shall be made within two weeks of the date when the interim report for January - March 2013 has been published or, if this is not feasible because of insider regulation, on the first possible date thereafter.
Helsinki, 13 February 2013
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 decreased with one to eight members.
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, Per Arthur Sørlie, Matti Vuoria and Björn Wahlroos are re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members Jukka Pekkarinen and Christoffer Taxell are not available for re-election. The Committee proposes that Jannica Fagerholm be elected as a new member to the Board.
Fagerholm was born in 1961 and has a Master in Business Administration from the Swedish School of Economics in Helsinki. She has worked as the Managing Director at Signe and Ane Gyllenberg Foundation since 2010. The CV of Jannica Fagerholm is attached to this proposal.
All the proposed Board members are independent of the major shareholders and all but Matti Vuoria are independent of the company. Matti Vuoria is the Chief Executive Officer and President of Varma Mutual Pension Insurance Company and Sampo Group's Chief Executive Officer and President, Kari Stadigh, is a member of Varma's Board of Directors. This constitutes an interlocking control relationship according to recommendation 15 (e) of the Finnish Corporate Governance Code. Majority of the proposed Board members are independent of 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 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, 13 February 2013
SAMPO PLC
Nomination and Compensation Committee
Annex: CV of Jannica Fagerholm
Annex 1: Curriculum Vitae ofJannica Fagerholm
Name:
Jannica Fagerholm, born 1961
Education:
M.Sc. (Econ) 1986, Hanken Swedish School of Economics, Helsinki
Current position:
Signe and Ane Gyllenberg Foundation
- Managing Director 2010-
Career:
SEB Gyllenberg Private Bank
- Managing Director and Head of Private Banking 1999-2010
- Member to management board of SEB Gyllenberg Asset Management 1999-2010
- Member of SEB's Private Banking management group 2007-2010
- Member to management board of SEB Finland 2007-2010
- Chairman of the credit committee of SEB Gyllenberg Private Bank 2001-2010
Handelsbanken Liv
- Head of Life Insurance business in Finland 1998-1999
Sampo Group
- various positions in Sampo Insurance Group and its investment management unit in 1990-1998
- Vice President Investments, Sampo Life and Kaleva 1996-1998
- Head of Fixed Income 1994-1996
- Head of Finance, Investment Management, 1992-1994
Positions of Trust:
Aktia plc and Aktia Bank, Board Member and Member of the Audit Committee
Kelonia (Private Equity holding company), Board Member
Veritas Pension Company, Member of the Supervisory Board
Hanken Swedish School of Economics, Board Member, Chairman of the Investment Committee
Swedish Society of Literature (Svenska litteratursällskapet), Member of the Investment 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 reasonable 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 2012. The fee paid to the Auditor for services rendered and invoiced in 2012 totaled EUR 2,311,431. In addition, the accounting firm was paid a total of EUR 544,737 in fees for non-audit services rendered and invoiced. Solvency II related fees accounted for approximately 70 per cent of the non-audit services fees, the rest consists mainly of services related to taxes.
Helsinki, 13 February 2013
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 chooses Ernst & Young Oy to continue as the company's Auditor.
Helsinki, 13 February 2013
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 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.
Helsinki, 13 February 2013
SAMPO PLC
Board of Directors
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Sampo Oyj via Thomson Reuters ONE
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