Last checked at 18 May 2022 12:05
Decisions of Sampo plc’s Annual General MeetingSAMPO PLC DECISIONS OF GENERAL MEETING 18 May 2022 at 2:05 pm
Decisions of Sampo plc’s Annual General Meeting
The Annual General Meeting of Sampo plc, held today on 18 May 2022, decided to distribute a dividend of EUR 4.10 per share for 2021. The record date for dividend payment is 20 May 2022 and the dividend will be paid on 31 May 2022. The Annual General Meeting adopted the financial accounts for 2021 and discharged the Board of Directors and the CEO from liability for the financial year.
The Annual General Meeting increased the number of the members of the Board of Directors to nine members. Christian Clausen, Fiona Clutterbuck, Georg Ehrnrooth, Jannica Fagerholm, Johanna Lamminen, Risto Murto, Markus Rauramo and Björn Wahlroos were re-elected to the Board. Steve Langan was elected as a new member to the Board. The Members of the Board were elected for a term continuing until the close of the next Annual General Meeting.
At its organisational meeting, the Board elected Björn Wahlroos as Chair and Jannica Fagerholm as Vice Chair. Christian Clausen, Risto Murto, Markus Rauramo and Björn Wahlroos (Chair) were elected to the Nomination and Remuneration Committee as well as Fiona Clutterbuck, Georg Ehrnrooth, Jannica Fagerholm (Chair), Johanna Lamminen and Steve Langan were elected to the Audit Committee.
All the Board members have been determined to be independent of the company and its major shareholders under the rules of the Finnish Corporate Governance Code 2020. The curriculum vitaes of the Board Members are available at www.sampo.com/board.
The Annual General Meeting decided to pay the following fees to the members of the Board of Directors until the close of the 2023 Annual General Meeting: the Chair of the Board will be paid an annual fee of EUR 190,000 and other members of the Board will be paid EUR 98,000 each. Furthermore, the members of the Board and its Committees will be paid the following annual fees: the Vice Chair of the Board EUR 27,000, the Chair of the Audit Committee EUR 27,000 and the member of the Audit Committee EUR 6,200 each. A Board member shall, in accordance with the resolution of the Annual General Meeting, acquire Sampo plc’s A shares at the price paid in public trading for 50 per cent of his/her annual fee excluding taxes and similar payments.
The Annual General Meeting accepted Sampo plc’s Remuneration Report for Governing Bodies. The resolution is advisory.
Deloitte Ltd was re-elected as Auditor. The Auditor will be paid a fee determined by an invoice approved by Sampo. Jukka Vattulainen, APA, will act as the principally responsible auditor.
The Annual General Meeting authorised the Board to repurchase a maximum of 50,000,000 Sampo A shares. The price paid for the shares repurchased under the authorisation shall be based on the current market price of Sampo A shares on the securities market. The authorisation will be valid until the close of the next Annual General Meeting, nevertheless not more than 18 months after AGM's decision.
There were altogether 326,496,211 shares (60.66 per cent of shares) and 331,296,211 votes (61.01 per cent of all votes) in the company represented, including advance voting and a proxy representation, at the Annual General Meeting. The voting results of the AGM are available on a table attached to this release.
The proposals approved by the Annual General Meeting were published in stock exchange releases on 9 February 2022 and Sampo plc’s Remuneration Report for Governing Bodies was published on 28 February 2022. The documents are available in their entirety at Sampo’s AGM website at www.sampo.com/agm.
The minutes of the Annual General Meeting will be available for viewing at the AGM website and at Sampo plc's head office at Fabianinkatu 27, Helsinki, Finland, by the end of 18 May 2022.
SAMPO PLC
Sami Taipalus Head of Investor Relations tel. +358 10 516 0030
Maria Silander Communications Manager, Media Relations tel. +358 10 516 0031
Mirko Hurmerinta IR Manager tel. +358 10 516 0032
Distribution: Nasdaq Helsinki London Stock Exchange The principal media Financial Supervisory Authority www.sampo.com
ANNEX
Voting results of the Annual General Meeting
| Board proposals for the AGM | For | Against | Abstained from voting |
| Adoption of the Financial Statements | 330,748,904 (99.95%) | 159,708 (0.05%) | 379,436 |
| Resolution on the use of the profit shown on the balance sheet and the payment of dividend | 330,567,624 (99.78%) | 727,982 (0.22%) | 100 |
| Resolution on the discharge of the members of the Board of Directors and the Group CEO and President from liability for the financial year 2021 | 328,035,617 (99.67 %) | 1,072,361 (0.33%) | 622,811 |
| Handling of the Remuneration Report for Governing Bodies | 313,892,716 (95.05%) | 16,338,187 (4.95%) | 1,052,422 |
| Resolution on the remuneration of the members of the Board of Directors | 329,436,540 (99.45%) | 1,834,752 (0.55%) | 9,277 |
| Resolution on the number of members of the Board of Directors | 331,276,461 (100.00%) | 4,685 (0.00%) | 285 |
| Election of the members of the Board of Directors | 317,932,134 (95.98%) | 13,299,799 (4.02%) | 51,714 |
| Resolution on the remuneration of the Auditor | 331,146,534 (99.97%) | 104,824 (0.03%) | 31,658 |
| Election of the Auditor | 331,233,368 (99.99%) | 41,237 (0.01%) | 8,455 |
| Authorizing the Board of Directors to decide on the repurchase of the company’s own shares | 328,954,165 (99.31%) | 2,298,986 (0.69%) | 34,962 |