SAMPO OYJ
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www.hastingsplc.com.
Annual General Meeting
The Board of Directors of Sampo plc decided on 25 March 2020 to postpone
the Annual General Meeting that was scheduled to be held on 23 April
2020. The postponement was made in order to ensure the safety and
well-being of Sampo's shareholders, Sampo's employees, and other
stakeholders, in light of the COVID-19 outbreak and the related health
threat.
On 6 May 2020 Sampo Board decided to cancel the previous dividend
proposal of EUR 2.20 per share and announce a new proposal of EUR 1.50
per share. The Annual General Meeting, held on 2 June 2020, decided to
distribute the proposed dividend of EUR 1.50 per share for 2019. The
record date for dividend payment was 4 June 2020 and the dividend was
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
Chair of the Board and Jannica Fagerholm as Vice Chair. Christian
Clausen, Risto Murto, Antti Mäkinen and Björn Wahlroos (Chair)
were elected to the Nomination and Remuneration Committee. 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 was
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.
At the general meeting 320,359,477 shares (57.7 per cent of shares) and
325,159,477 votes (58.0 per cent of all votes) were represented,
including advance voting and a proxy representation.
The minutes of the Annual General Meeting are available for viewing at
www.sampo.com/agm and at Sampo plc's head office at Fabianinkatu 27,
Helsinki, Finland.
Shares and shareholders
The Annual General Meeting held on 2 June 2020 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.
During January -- June 2020 Sampo plc made no repurchases of its own
shares and it has not purchased any shares after the end of the
reporting period. Furthermore, Sampo plc and its subsidiaries did not
hold any Sampo shares as at 30 June 2020.
Internal dividends
Topdanmark's Annual General Meeting on 2 April 2020 decided to pay
one-half of the planned dividend and postpone the decision on the
payment of the other half until autumn. Sampo received EUR 48 million on
7 April in dividends from Topdanmark. On 17 July 2020 Topdanmark's Board
of Directors decided to follow the recommendation by the Danish FSA and
postpone the payment of the remainder of the dividend until the AGM on
25 March 2021.
Mandatum Life decided not to pay the dividend of EUR 150 million planned
for March 2020.
Nordea's AGM on 28 May 2020 mandated the Board of Directors to decide on
a dividend payment for the financial year 2019. The Board of Directors
intends to follow the recommendation adopted by the ECB and refrain from
deciding on a dividend payment based on the authorization before 1
October 2020.
If normally pays its dividend at the end of each year. The company had
already paid a dividend of SEK 7.5 billion (EUR 710 million) in December
2019.
Ratings
The relevant ratings for Sampo Group companies did not change in the
first half of 2020. The ratings at the end of June 2020 are presented in
the table below.
Rated company Moody's Standard & Poor's
----------------------------- --------------- -------------------
Rating Outlook Rating Outlook
----------------------------- ------ ------- -------- ---------
A3 Stable A
Sampo plc -- Issuer Credit Stable
Rating
----------------------------- ------ ------- -------- ---------
If P&C Insurance Ltd -- A1 Stable A+ Stable
Insurance Financial Strength
Rating
----------------------------- ------ ------- -------- ---------
If P&C Insurance Holding - - A Stable
Ltd (publ) -- Issuer Credit
Rating
----------------------------- ------ ------- -------- ---------
Mandatum Life Insurance - - A+ Stable
Company Ltd -- Issuer Credit
Rating
----------------------------- ------ ------- -------- ---------
Group solvency
Sampo Group calculates its group solvency under the Solvency II rules.
In this calculation Nordea is treated as an equity investment. According
to the Solvency II directive, Sampo Group's solvency ratio amounted to
187 per cent (167) at the end of June 2020. Had the year-end 2019
solvency been calculated taking into account the revised dividend
proposal, the adjusted solvency ratio would have been 174 per cent.
Positive development in the equity market, strong underwriting result
and the narrowing of bond spreads increased Sampo Group's own funds. On
the other hand, changes in the symmetric adjustment and the volatility
adjustment increased SCR (Solvency Capital Requirement) and reduced the
solvency level. The volatility adjustment changes also decreased Group's
Own funds. The rise in Nordea's share price during the second quarter of
2020 increased SCR, but had, in aggregate, a positive impact on the
solvency by increasing the own funds even more.
Solvency position in the subsidiaries
The insurance subsidiaries apply Solvency II rules in their regulatory
solvency calculations. The If Group companies use either partial
internal models or the standard model for the calculation of their solo
solvency position. Mandatum Life reports in accordance with the standard
formula for Solvency II. Meanwhile, Topdanmark uses a partial internal
model to report its stand-alone solvency position.
If Group has an A+ rating from S&P which will continue to require
significantly more capital than the standard formula and therefore the
use of the standard formula has no practical implications on If Group's
capital position. On 30 June 2020, If Group's Solvency II capital
requirement under the standard formula amounted to EUR 1,794 million
(1,890) and own funds amounted to EUR 3,474 million (3,592). The
solvency ratio amounted to 194 per cent (190).
The S&P single-A capital requirement for If Group amounted to EUR 2,939
million (3,083) on 30 June 2020 and the capital base was EUR 3,121
million (3,151).
Topdanmark calculates most of its non-life and health risks and their
respective solvency capital requirement by applying a partial internal
model approved by the DFSA. Other risks are calculated by the Solvency
II SCR standard formula. Topdanmark's solvency ratio under the partial
internal model was 197 per cent (177) at the end of June 2020.
Mandatum Life's solvency ratio after transitional measures amounted to
201 per cent (176) on 30 June 2020. The comparison figure would have
increased from 176 per cent to 194 per cent if the cancellation of the
EUR 150 million dividend payment in March 2020 was taken into account.
Own funds were EUR 2,127 million (2,117) and the Solvency Capital
Requirement (SCR) was EUR 1,058 million (1,204). The strong investment
returns and growth in unit-linked savings increased own funds. On the
other hand, tightening volatility adjustment intensified the negative
effect of the decreased interest rate level. SCR increased because of
the higher equity risk exposure and the change in the symmetric
adjustment factor.
Without transitional measures, own funds would have amounted to EUR
1,781 million (1,756) and the solvency capital requirement would have
amounted to EUR 1,070 million (1,234), leading to a solvency ratio of
166 per cent (142).
Debt financing
On 30 June 2020, Sampo plc's debt financing amounted to EUR 3,659
million (3,908) and interest bearing assets amounted to EUR 787 million (MORE TO FOLLOW) Dow Jones Newswires
08-05-20 0250ET
