SAMPO PLC DECISIONS OF GENERAL MEETING 2 June 2020 at 3:00 pm
Decisions of Sampo plc’s Annual General Meeting
The Annual General Meeting of Sampo plc, held today on 2 June 2020, decided to distribute a dividend of EUR 1.50 per share for 2019. The record date for dividend payment is 4 June 2020 and the dividend will be paid on 11 June 2020. The Annual General Meeting adopted the financial accounts for 2019 and discharged the Board of Directors and the CEO from liability for the financial year.
The Annual General Meeting elected eight members to the Board of Directors. The following members were re-elected to the Board: Christian Clausen, Fiona Clutterbuck, Jannica Fagerholm, Johanna Lamminen, Risto Murto, Antti Mäkinen and Björn Wahlroos. Georg Ehrnrooth 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 organizational meeting, the Board elected Björn Wahlroos as Chairman and Jannica Fagerholm as Vice Chairperson. Christian Clausen, Risto Murto, Antti Mäkinen and Björn Wahlroos (Chair) were elected to the Nomination and Remuneration Committee as well as Fiona Clutterbuck, Georg Ehrnrooth, Jannica Fagerholm (Chair) and Johanna Lamminen were elected to the Audit Committee.
All the proposed 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 2021 Annual General Meeting: the Chair of the Board will be paid an annual fee of EUR 180,000 and other members of the Board will be paid EUR 93,000 each. Furthermore, the members of the Board and its Committees will be paid the following annual fees: the Vice Chair of the Board EUR 26,000, the Chair of the Audit Committee EUR 26,000 and the member of the Audit Committee EUR 6,000. 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 Policy for Governing Bodies. The resolution on the Remuneration Policy is advisory.
Ernst & Young Oy was elected as Auditor. The Auditor will be paid a fee determined by an invoice approved by Sampo. Kristina Sandin, APA, will act as the principally responsible auditor.
The Annual General Meeting authorized the Board to repurchase a maximum of 50,000,000 Sampo A shares. 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 authorization 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 320,359,477 shares (57.7 per cent of shares) and 325,159,477 votes (58.0 per cent of all votes) in the company represented, including advance voting and a proxy representation, at the 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 as well as Sampo plc’s Remuneration Policy for Governing Bodies were published in stock exchange releases on 6 May 2020. The documents are available in their entirety at www.sampo.com/agm.
The minutes of the Annual General Meeting will be available for viewing at www.sampo.com/agm and at Sampo plc's head office at Fabianinkatu 27, Helsinki, Finland, by the end of 2 June 2020.
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Voting results of the Annual General Meeting
| Board proposals for the AGM || For || Against || Abstained from voting |
| Adoption of the Financial Statements || 324,021,533|
| Resolution on the use of the profit shown on the balance sheet and the payment of dividend || 319,743,404|
| Resolution on the discharge of the members of the Board of Directors and the Group CEO and President from liability for the financial year 2019 || 318,554,928|
| Handling of the Remuneration Policy for Governing Bodies || 293,746,087|
| Resolution on the remuneration of the members of the Board of Directors || 321,536,423|
| Resolution on the number of members of the Board of Directors || 323,608,052|
| Election of the members of the Board of Directors || 299,832,320|
| Resolution on the remuneration of the Auditor || 312,596,797|
| Election of the Auditor || 305,615,094|
| Authorizing the Board of Directors to decide on the repurchase of the company’s own shares || 322,320,335 || 2,645,093 || 192,039 |
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