Last checked at 11 Feb 2010 07:25
Sampo / Miscellaneous 11.02.2010 09:25 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 2010 at 10.25 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 13 April, 2010. The notice of Annual General Meeting will be published on 12February, 2010 and registration will commence from this date. The Board of Directors and its committees have made the following proposals to the Annual General Meeting. - Board of Director's dividend proposal - Proposal of the Board's Nomination and Compensation committee for theremuneration of the Board of Directors - Proposal of the Board's Nomination and Compensation committee for the numberof members of the Board of Directors and the members of the Board of Directors - Proposal of the Board's Audit committee for the remuneration and election ofthe Auditor - Proposal of the Board of Directors for authorization to decide onrepurchasing Sampo shares - Proposal of the Board of Directors for amendment of the Section 12 of the Articles of association The Board proposes to the Annual General Meeting a dividend of EUR 1.00 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 proposes to the Annual General Meetingthat the number of Board members be maintained at eight and that all the currentmembers are re-elected. The Committee also proposes that the fees of the membersof 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 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. However, dividends cannot exceed reported profit after tax (excluding extraordinary items) for the calendar year for which the dividend is paid. Share buy-backs can be used to complement dividends. The parent company's distributable capital and reserves totaled EUR 6,435,539,685.41 of which profit for the financial year was EUR 531,142,474.88. The Board proposes to the Annual General Meeting a dividend of EUR 1.00 per share to company's 561,372,390 shares. The dividends to be paid are EUR 561,282,390 in total as no dividend is paid to the 90,000 Sampo A shares held bythe company itself. Rest of funds are left in the equity capital. The dividend will be paid to shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd as at the record date of 16 April 2010. The Board proposes that the dividend be paid on 23 April 2010. 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, 11 February 2010 SAMPO PLC Board of Directors ANNEX 2 PROPOSAL OF THE NOMINATION AND COMPENSATION COMMITTEE FOR THE REMUNERATION OF THE MEMBERS OF SAMPO PLC'S BOARD OF DIRECTORS After hearing the major shareholders, Sampo plc's Nomination and Compensation Committee proposes to the Annual General Meeting that the fees of the members ofthe Board of Directors remain unchanged and that 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 ofthe Board of Directors will be paid EUR 80,000 each. Approximately 50 per cent of each Board member's annual fees, after deduction of taxes and similar payments, will be paid in Sampo A shares and the rest in cash. Helsinki, 11 February 2010 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, Veli-Matti Mattila, Matti Vuoria and BjornWahlroos, 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 elect Bjorn Wahlroos from among their number as the Chairman of the Board. It is proposed that Veli-Matti Mattila, Eira Palin-Lehtinen, Christoffer Taxell, Matti Vuoria and Bjorn Wahlroos be elected to the Nomination and Compensation Committee and Tom Berglund, Jukka Pekkarinen and Christoffer Taxell be elected to the Audit Committee. The CVs of the persons proposed as Board members and the evaluation of their independence pursuant to the Finnish Corporate Governance Code are available at the address www.sampo.com/board. Helsinki, 11 February 2010 SAMPO PLC Nomination and Compensation Committee ANNEX 4 PROPOSAL OF SAMPO PLC's AUDIT COMMITTEE FOR THE REMUNERATION AND ELECTION OF THEAUDITOR The Audit Committee of Sampo plc's Board of Directors proposes to the Annual General Meeting that compensation be paid to the company's auditor on the basis of reasonable invoicing. The Audit Committee proposes that Ernst & Young Oy be elected as the company's auditor until the close of the next Annual General Meeting. Ernst & Young Oy hasnominated Heikki Ilkka, APA, as the principally responsible auditor, if the Annual General Meeting chooses Ernst & Young Oy to continue as the company's auditor. The Audit Committee states that its proposal is based on the fact that the accounting firm Ernst & Young was the Sampo Group's auditor in 2009. The fees paid to the auditor for services rendered and invoiced in 2009 totalled EUR 2,141,427. In addition, the accounting firm was paid a total of EUR 223,583 in fees for non-audit services rendered and invoiced. Helsinki, 11 February 2010 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 2010 SAMPO PLC Board of Directors ANNEX 6 PROPOSAL OF THE BOARD OF DIRECTORS FOR AMENDMENT OF THE SECTION 12 OF THE ARTICLES OF ASSOCIATION Sampo plc's ('Sampo') Board of Directors proposes to the Annual General Meeting that the Annual General Meeting resolve to amend section 12 of the Articles of Association as a result of the amendments to section 19 of the Finnish Limited Liability Companies Act (624/2006) that entered into force on 3 August 2009 and 31 December 2009. The amendments to the Limited Liability Companies Act that entered into force on3 August 2009 and 31 December 2009 state that listed companies must deliver their notices of the General Meeting no later than three weeks before the General Meeting and no later than nine (9) days before the record date of the General Meeting. Proposed amendment It is proposed that section 12 of the Articles of Association be amended to makeit correspond with the current wording and provisions of the Limited Liability Companies Act. Section 12 of the Articles of Association will be amended as follows: --------------------------------------------------------------------------------| Current wording of section 12 | Proposed wording for section 12 |--------------------------------------------------------------------------------| The Annual General Meeting must be | The Annual General Meeting must be || held before the end of June on a | held before the end of June on a date || date set by the Board of | set by the Board of Directors. || Directors. | A || A Notice of the General | Notice of the General Meeting must be || Meeting must be published in at | published in at least one newspaper || least one newspaper designated by | designated by the Board of Directors || the Board of Directors and in | and in circulation in Helsinki, no || circulation in Helsinki, no later | later than three weeks before the || than one week before the date | Annual General Meeting and no later || referred to in the Companies Act, | than nine days before the record date || Chapter 4, Section 2, Paragraph | of the Annual General Meeting || 2. | referred to in the Limited Liability || The manner in which other | Companies Act, Chapter 4, Section 2, || information is to be conveyed to | Subsection 2 || shareholders will be determined by | The manner in which || the Board of Directors separately in | other information is to be conveyed || each case. | to shareholders will be determined by || | the Board of Directors separately in || | each case. |-------------------------------------------------------------------------------- Helsinki, 11 February 2010 SAMPO PLC Board of Directors News Source: NASDAQ OMX 11.02.2010 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: 395Time of Receipt: Feb 11, 2010 09:24:59 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.