Proposals of Sampo plc's Board of Directors, its C
Post# of 301275
SAMPO PLC STOCK EXCHANGE RELEASE 8 February 2017 at 10.45 am
Proposals of Sampo plc's Board of Directors, its Committees and Shareholders of Sampo plc to the Annual General Meeting
Sampo plc's Board of Directors has decided to summon the Annual General Meeting for 27 April 2017. The notice of Annual General Meeting will be published on 8 February 2017 and registration will commence on 9 February 2017. The Board of Directors, its committees and shareholders of Sampo plc 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
- Proposals, by shareholders Pekka Lämsä, concurred by the Board of Sampo plc, and Hälläväliä Oy concerning the forfeiture of the shares in the joint account and rights carried by the shares
- Proposal of the Board of Directors for Authorization to Decide on the Repurchase of the Company's Own Share
The Board proposes to the Annual General Meeting a dividend of EUR 2.30 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, Per Arthur Sørlie and Björn Wahlroos are re-elected for a term continuing until the close of the next Annual General Meeting.
The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that the members of the Board of Directors will 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
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 totaled EUR 7,423,628,273.90, of which the profit for the financial year was EUR 1,565,149,328.44.
The Board proposes to the Annual General Meeting a dividend of EUR 2.30 per share for the company's 560,000,000 shares. The dividends to be paid amount to a total of EUR 1,288,000,000. 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 2 May 2017. The Board proposes that the dividend be paid on 9 May 2017.
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, 8 February 2017
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 members of the Board of Directors will 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.
In determining the proposed fees, the Committee has considered the significant increase in the use of time required from a Board member as a result of, in particular, the increase in reporting in the finance industry and in the industry-specific regulation by the authorities.
In addition, the Committee has observed the entry into force of the amended Finnish Companies Act in August 2016 under which a listed company shall have an audit committee to deal with the preparation of matters relating to the company's financial reporting and control in the event that the preparation of the matters is to be done by a body smaller than the entire board of directors. In order to fulfil one's duties, a member of the Audit Committee of Sampo plc must inform oneself in greater depth of the Solvency II regime as Sampo plc has from 1 January 2016 onwards acted as the ultimate parent undertaking of an insurance group under Solvency II regime.
Annual fees payable to the Board members have remained at the same level since the close of the Annual General Meeting on 15 April 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 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 2017 after the publication of the interim statement for January-September 2017 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 date of purchase. 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, 8 February 2017
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 Christian Clausen, 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.
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 (Chairman) be elected to the Nomination and Compensation Committee as well as Christian Clausen, Jannica Fagerholm (Chairperson), Adine Grate Axén and Per Arthur Sørlie be elected to the Audit Committee.
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 .
Helsinki, 8 February 2017
SAMPO PLC Nomination and Compensation 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 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 2016. The fee paid to the Auditor for services rendered and invoiced in 2016 totaled EUR 2,673,834. In addition, the accounting firm was paid a total of EUR 328,050 in fees for non-audit services rendered and invoiced.
Helsinki, 8 February 2017
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.
Helsinki, 8 February 2017
SAMPO PLC Audit Committee
ANNEX 6
Proposals Concerning the Forfeiture of the Shares in the Joint Account and The Rights Carried by the Shares
Background:
Sampo plc's shares have been incorporated into the book-entry system on 21 July - 12 September 1997. The shares of those Sampo plc shareholders who by 12 September 1997 had not requested for their holdings to be registered in the book-entry system were registered, in accordance with the Finnish Companies Act, in a joint book-entry account (a so-called joint account) opened by the Finnish Central Securities Depository. Sampo plc was entered as the joint account's holder on behalf of the shareholders who did not come forward.
According to Chapter 4, Section 10(2) of the currently effective Finnish Companies Act, the General Meeting may after 1 September 2016 resolve that the rights to Sampo plc shares registered in the joint account will be forfeited unless the shareholder has requested that the shares be registered in the book-entry system. The travaux préparatoires of the Finnish Companies Act set forth that the request to register the shares in the book-entry system could be made prior to the General Meeting's resolution on the matter. The provisions on treasury shares apply to a forfeited share.
The Finnish Companies Act does not impose on the company any special obligations to take measures, nor does it require it to take actions such as informing the holders of the shares outside the book-entry system of the possible forfeiture under law of the shares registered in the joint account. Under the Finnish Companies Act and its travaux préparatoires, the obligation to take measures is placed on the shareholders.
On 3 November 2016, Sampo plc has, however, sent a letter to approximately 75,000 private persons who have been registered, in accordance with the shareholders' register dated 12 September 1997, as holders of the shares in the joint account. The letter sent by post, as well as the extensive media coverage that ensued, led to approximately hundred thousand of contacts being made. The company has advised its shareholders directly and by preparing instructions for its website.
The measures taken in order to identify the shares registered in the joint account have been successful. Between 1 November 2016 and 6 February 2017, the number of shares in the joint account has been reduced by 472,380 pieces, as a result of which there are 6,436,120 shares (1.15 per cent of all shares) registered in the joint account as at 6 February 2017. Sampo plc has issued 11,500 register extracts to the shareholders registered in the shareholders' register of 12 September 1997. The company is not aware of the exact number of applications pending at district courts concerning the cancellation of paper share certificates but, based on the company's understanding, a considerable number of the register extracts issued by the company have led to the filing of an application for the cancellation of share certificates.
The forfeiture of shareholder rights and the cancellation of the shares to be held by the company would increase the company's net asset value per share by a maximum of approximately 1.15 per cent.
The Proposals of Pekka Lämsä and the Company's Board of Directors Concerning the Forfeiture of Shareholder Rights:
Pekka Lämsä, a shareholder of the company, has proposed that the Annual General Meeting resolve, within the meaning of Chapter 4, Section 10(2) of the Finnish Companies Act, that the rights to shares in the book-entry system and the rights carried by the shares will be forfeited with regard to the shares in the joint account. On the basis of the proposal, the company's Board of Directors should cancel the treasury shares to be held by the company as a result of such forfeiture.
In its meeting of 8 February 2017, Sampo plc's Board of Directors has resolved to concur with the proposal by shareholder Lämsä and proposes the following regarding the practical execution of the proposal:
According to Chapter 4, Section 10(2) of the Finnish Companies Act, the forfeiture would concern the paper shares that are still in the joint account with regard to which the registration of shareholder rights in the book-entry system has not been requested prior to the resolution concerning the matter by the General Meeting at 2 pm on 27 April 2017. Thus, at a maximum, the proposal concerns the Sampo plc A-series shares registered on said joint account on the date of the notice of meeting, i.e. 8 February 2017. The number of shares whose transfer into the book-entry system has been validly requested by 2 pm on 27 April 2017 and whose request for conversion after the conversion period (in Finnish: "jälkivaihtovaatimus") will be finalized by 31 October 2017 will be deducted from the number of shares referred to above.
If the General Meeting resolves on the forfeiture of the shareholder rights in question, the provisions regarding treasury shares will be applied to the forfeited shares. The company's Board of Directors would cancel the treasury shares to be held by the company as a result of the forfeiture.
The Counter-Proposal by Hälläväliä Oy to the Proposal Made on the Forfeiture of Shareholder Rights:
Hälläväliä Oy, a shareholder of the company, has proposed to the General Meeting that if a proposal on the forfeiture of shareholder rights within the meaning of Chapter 4, Section 10(2) of the Finnish Companies Act has been submitted to the General Meeting for resolution, the General Meeting would resolve that said decision could be made at the earliest on 1 February 2020 and provided that the company has actively sought to reach out to all shareholders of the company who have not transferred their holdings into the book-entry system.
Given that future General Meetings are not bound by the resolutions of previous General Meetings, the proposal submitted by Hälläväliä Oy to the General Meeting is, in practice, a motion to dismiss the above-mentioned proposal by shareholder Lämsä and the company's Board of Directors concerning the forfeiture of the shares in the joint account.
Helsinki, 8 February 2017
SAMPO PLC Board of Directors
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 sharesrepresenting 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 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 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, 8 February 2017
SAMPO PLC Board of Directors
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