Sampo A Ord Regulatory News (0HAG)

11 Feb 2009 07:50

Sampo / Miscellaneous 11.02.2009 09:50 Dissemination of a UK Regulatory Announcement, transmitted byDGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.--------------------------------------------------------------------------- SAMPO PLC STOCK EXCHANGE RELEASE 11 February 2009 at 10.50 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 7 April, 2009. The notice of Annual General Meeting will be published on 24 February, 2009 and registration will commence from this date. The Board of Directors and its committees have made the following proposals to the Annual General Meeting. The proposals are attached in full to this release. PROPOSAL of THE BOARD OF DIRECTORS for the DIVIDEND Distributable capital and reserves totalled EUR 3,061,295,568.16 in the parent company, of which EUR 554,584,670.63 is profit for the period. Sampo's Board proposes to the Annual General Meeting that a dividend of EUR 0.80 per share be distributed. The maximum amount that can be distributed as dividends is EUR 449,097,912.00. PROPOSAL of THE Board's NOMINATION AND COMPENSATION COMMITTEE FOR THE COMPENSATION OF THE BOARD OF DIRECTORS. After hearing the major shareholders, the Nomination and Compensation Committee proposes to the Annual General Meeting that the fees paid to the members of the Board of Directors will remain the same and will be as follows: the Chairman of the Board will receive an annual fee of EUR 160,000, the Vice Chairman will receive EUR 100,000, and to the other members of the Board will receive EUR 80,000. 50 per cent of the Board members' annual compensation, after deduction of taxes and similar payments, will be paid in Sampo A shares and the rest in cash. PROPOSAL OF THE Board's NOMINATION AND COMPENSATION COMMITTEE FOR THE NUMBER OF MEMBERS OF SAMPO'S BOARD OF DIRECTORS AND THE MEMBERS OF THE BOARD OF DIRECTORS After hearing the major shareholders, the Nomination and Compensation Committee proposes to the Annual General Meeting that eight members be elected to the Board of Directors and that the current members of the Board, Tom Berglund, AnneBrunila, Eira Palin-Lehtinen, Jukka Pekkarinen, Christoffer Taxell, Matti Vuoriaand Bjorn Wahlroos, be re-elected for a term continuing until the close of the next Annual General Meeting. It is proposed that Veli-Matti Mattila be elected as a new Board member for a term continuing until the close of the next Annual General Meeting. The Nomination and Compensation Committee proposes that the Board elect Bjorn Wahlroos from among their number as the new Chairman of the Board. The CVs of the proposed persons can be viewed on the Internet at www.sampo.com/yhtiokokous. PROPOSAL of the BOARD'S AUDIT COMMITTEE for THE REMUNERATION AND ELECTION OF THEAUDITOR The Board's Audit Committee proposes that compensation be paid to the company's Auditor on the basis of reasonable invoicing and that Ernst & Young Oy be elected as the Auditor until the close of the next Annual General Meeting in 2010. PROPOSAL OF THE BOARD OF DIRECTORS FOR AUTHORISATION TO DECIDE ON REPURCHASING SAMPO SHARES The Board of Directors proposes that the Annual General Meeting authorise the Board to decide on repurchasing 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. Sampo shares can be repurchased in other proportion than the shareholders' proportional shareholdings (private repurchase). PROPOSAL OF THE BOARD OF DIRECTORS FOR THE REDUCTION OF THE SHARE PREMIUM ACCOUNT AND RESERVES The Board proposes that the Annual General Meeting decide to reduce the share premium account and the reserve fund on the company's Balance Sheet on 31 December 2008 by transferring all the funds in the share premium account and reserve fund on the Balance Sheet on 31 December 2008 to the invested unrestricted equity. Transferring the funds as proposed will enhance the flexibility of the company's capital structure and increase the distributable equity and reserves. SAMPO PLC Board of Directors DISTRIBUTION: NASDAQ OMX Helsinki The principal media Financial Supervisory Authority www.sampo.com ANNEX 1 SAMPO PLC'S BOARD OF DIRECTORS' DIVIDEND PROPOSAL According to its dividend policy, Sampo plc aims to distribute an annual dividend corresponding to a dividend yield of 4-6 per cent. Dividends cannot, however, exceed reported profit after tax (excl. extraordinary items) for the calendar year for which the dividend is paid. Share buy-backs can be used to complement dividends. Parent company's distributable capital and reserves totalled EUR 3,061,299,568.16 of which profit for the financial year was EUR 554,584,670.63. The Board proposes to the Annual General Meeting a dividend of EUR 0.80 per share to company's 561,372,390 shares. The dividends to be paid are EUR 449,097,912 in total. Rest of funds are left in the equity capital. The dividend will be paid to shareholders registered in the Register of Shareholders held by Finnish Central Securities Depository Ltd on the record date 14 April 2009. The Board proposes that the dividend will be paid on 21 April 2009. 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 the proposed distribution does not, in the Board's view, jeopardize the company's ability to fulfil its obligations. Helsinki, 11 February 2009 SAMPO PLC Board of Directors ANNEX 2 PROPOSAL BY THE NOMINATION AND COMPENSATION COMMITTEE FOR THE COMPENSATION OF THE MEMBERS OF SAMPO PLC'S BOARD OF DIRECTORS After hearing the major shareholders, Sampo plc's (hereinafter 'Sampo') Nomination and Compensation Committee proposes to the Annual General Meeting that the members of the Board of Directors be paid the following fees per annum 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 will be paid an annual fee of EUR 100,000, and the other members of the Board will be paid EUR 80,000 each. 50 per cent of each Board member's annual compensation, after deduction of taxes and similar payments, will be paid in Sampo A shares and the rest in cash. Board members employed by the company will not receive separate compensation forBoard work during the validity of the employment or service relationship. As background to the proposal that the Nomination and Compensation Committee hasproposed that the Annual General Meeting elect Bjorn Wahlroos to continue as a member of the Board of Directors and that the Board of Directors elect him as its Chairman. At the close of the Annual General Meeting, he will step down fromthe position of Group CEO and President of Sampo. However, Bjorn Wahlroos will continue in the service of Sampo plc until 30 June 2009, and therefore he will be paid a Board Chairman fee of EUR 120,000. After the end of the service relationship, Bjorn Wahlroos will give up his participation in the 'Sampo 2006' Sampo long-term share-based incentive scheme for Sampo Group's key management, and he will no longer be entitled to payments through this scheme. Helsinki, 11 February 2009 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 After hearing the major shareholders, the Nomination and Compensation Committee of Sampo plc's ('Sampo') Board of Directors proposes to the Annual General Meeting that eight members be elected to the Board of Directors, so that the current members of the Board Tom Berglund, Anne Brunila, Eira Palin-Lehtinen, Jukka Pekkarinen, Christoffer Taxell, Matti Vuoria and Bjorn Wahlroos, are re-elected for a term continuing until the close of the next Annual General Meeting. Additionally, Sampo's Nomination and Compensation Committee proposes that Veli-Matti Mattila be elected as a new Board member for a term continuing until the close of the next Annual General Meeting. The Nomination and Compensation Committee proposes that the Board elect Bjorn Wahlroos from among their number as the new Chairman of the Board. The CVs of the persons proposed as members can be viewed at the website www.sampo.com/AGM. Helsinki, 11 February 2009 SAMPO PLC Nomination and Compensation Committee ANNEX 4 PROPOSAL ON auditor SELECTION AND FEES The Audit Committee of Sampo plc's Board proposes to the Annual General Meeting that compensation be paid to the company's auditor on the basis of reasonable invoicing. The Audit Committee of Sampo plc's Board proposes that Ernst & Young Oy be elected as the Auditor until the close of the next Annual General Meeting. As a background to the proposal Audit Committee states that accounting firm Ernst & Young has acted as auditor to Sampo Group in 2008. The total fees paid in 2008 to the auditor for services rendered and invoiced were EUR 1 994 281. Inaddition, accounting firm was paid fees for non-audit services rendered and invoiced totalling EUR 473 373. Helsinki, 11 February 2009 SAMPO PLC Audit Committee ANNEX 5 PROPOSAL OF SAMPO PLC'S BOARD OF DIRECTORS FOR AUTHORISATION TO DECIDE ON REPURCHASING SAMPO SHARES The Board of Directors of Sampo plc ('Sampo') proposes that the Annual General Meeting authorise the Board to decide on repurchasing Sampo A shares using fundsavailable for profit distribution. Sampo A shares can be repurchased in one or more lots up to a total of 50,000,000 shares. Sampo shares can be repurchased in other proportion than the shareholders' proportional shareholdings (private 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 consent to a buy-back of A shares. It is proposed that the authorisation will be valid until the close of the next Annual General Meeting, provided this is not more than 18 months from the AnnualGeneral Meeting's decision. Helsinki, 11 February 2009 SAMPO PLC Board of Directors ANNEX 6 REDUCTION OF THE SHARE PREMIUM ACCOUNT AND RESERVE FUND The Board of Directors of Sampo plc proposes that the Annual General Meeting decides to reduce the share premium account and the reserve fund on the company's Balance Sheet as of 31 December 2008 by EUR 1,160,392,342.66 and by EUR 366,295,191.68, respectively, by transferring all the funds in the share premium account and reserve fund on the Balance Sheet as of 31 December 2008 to the reserve for invested unrestricted equity. Under the old Finnish Companies Act, which was in force until 31 August 2006, both the share premium account and the reserve fund were restricted equity. The new Limited Liability Companies Act no longer recognises either the concept of share premium account or the concept of reserve fund but, according to the transitional provisions of the new act, it is allowed to reduce the size of these funds by adhering to the provisions set for reducing share capital. Transferring the funds as proposed will enhance the flexibility of the company'scapital structure and increase the distributable equity and reserves. Helsinki, 11 February 2009 SAMPO PLC Board of Directors News Source: NASDAQ OMX 11.02.2009 DGAP's Distribution Services include Regulatory Announcements,Financial/Corporate News and Press Releases.Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: EnglishCompany: Sampo FinlandPhone: Fax: E-mail: Internet: ISIN: FI0009003305Category Code: MSCLSE Ticker: 0HAGSequence Number: 85Time of Receipt: Feb 11, 2009 09:50:13 End of Announcement DGAP News-Service ---------------------------------------------------------------------------

UK-Regulatory-announcement transmitted by DGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.