Notice is given to the shareholders of
Shareholders have the opportunity to exercise their voting rights also by voting in advance. The instructions regarding the advance voting are presented in Section C.5 herein.
A. Items on the agenda of the Annual General Meeting
The information and proposals of agenda items 1 to 5 concerning the formal organisational matters of the Annual General Meeting are included in a separate organisational document published on Sampo’s website at www.sampo.com/agm, which document also constitutes a part of this notice. The document may be supplemented at the meeting with any information that is not available before the Annual General Meeting.
At the Annual General Meeting, the following items will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, Report of the Board of Directors and the Auditor’s Report for the financial year 2023
- Review by the Group CEO
- Auditor’s Report presented by the Auditor
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board proposes to the Annual General Meeting that a total dividend of
The issuer of the Swedish depository receipts shall ensure that the dividend is paid to the depository receipt holders registered in the securities depository and settlement register maintained by
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2023
10. Consideration of the Remuneration Report for Governing Bodies
The Board of Directors proposes that the Remuneration Report for Governing Bodies for the financial year 2023 be adopted through an advisory resolution.
The Remuneration Report for Governing Bodies is available on
11. Consideration of the Remuneration Policy for Governing Bodies
The Company’s Remuneration Policy for Governing Bodies was last presented to the Annual General Meeting in 2020. The Remuneration Policy shall be presented to the General Meeting at least every four years or whenever substantial changes have been made to it.
The Board of Directors proposes that the Remuneration Policy for the Company’s governing bodies be adopted through an advisory resolution.
The Remuneration Policy for Governing Bodies is available on
12. Resolution on the remuneration of the members of the Board of Directors
EUR 235,000 for the Chair of the Board (prev.EUR 228,000 );EUR 135,000 for the Vice Chair of the Board (prev.EUR 131,000 );EUR 104,000 for each member of the Board (prev.EUR 101,000 );EUR 29,000 for the Chair of the Audit Committee as an additional annual fee (prev.EUR 28,000 ); andEUR 6,600 for each member of the Audit Committee as an additional annual fee (prev.EUR 6,400 ).
A Board member shall, in accordance with the resolution of the Annual General Meeting, acquire
13. Resolution on the number of members of the Board of Directors
14. Election of the members of the Board of Directors
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 CVs of all persons proposed as Board members are available at www.sampo.com/agm.
15. Resolution on the remuneration of the Auditor and the sustainability reporting assurance provider
The Audit Committee of the Board of Directors proposes to the Annual General Meeting that compensation be paid to the Company’s Auditor and to the sustainability reporting assurance provider against invoices approved by the Company.
16. Election of the Auditor and the sustainability reporting assurance provider
The Audit Committee of the Board of Directors proposes to the Annual General Meeting that the
The Audit Committee notes that the Company is required to prepare a sustainability report from the financial year 2024 onwards, which is to be verified by a sustainability reporting assurance provider. According to the Finnish laws transposing the Corporate Sustainability Reporting Directive,
17. Authorising the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that the Annual General Meeting authorise the Board to resolve to repurchase, on one or several occasions, a maximum of 50,000,000
The shares may be repurchased either through an offer to all shareholders on equal terms or through other means and otherwise than in proportion to the existing shareholdings of the Company’s shareholders (directed repurchase) if the Board of Directors deems that there are weighty financial reasons for such directed repurchase. Directed repurchases may be carried out, among others, through open market purchases, participation in accelerated book-building processes or through arranging reversed accelerated book-building processes.
The purchase price per share shall be no more than
(i) the highest price paid for the Company’s shares in public trading on the day of the repurchase or the offer to repurchase the Company’s own shares, or alternatively,
(ii) the average of the share prices (volume weighted average price on the regulated markets where the Company’s share is admitted to trading) during the five trading days preceding the repurchase or the offer to repurchase the Company’s own shares giving retrospective effect to a potential share split increasing the total number of shares.
The lowest purchase price per share shall be the price that is 20 per cent lower than the lowest price paid for the Company’s shares in public trading during the validity of this authorisation until the repurchase or the offer to repurchase the Company’s own shares giving retrospective effect to a potential share split increasing the total number of shares.
It is proposed that the authorisation be valid until the close of the next Annual General Meeting, however no longer than 18 months from the Annual General Meeting’s decision.
18. Authorising the Board of Directors to resolve upon a share issue without payment
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to resolve upon a share issue without payment in proportion to shares owned by shareholders (share split) based on the following terms in order to enhance share liquidity and accessibility. The Board of Directors could then resolve upon the timing and execution of the share issue without payment at its discretion and based on the then prevailing market conditions.
Based on the proposed authorisation, the Board of Directors could resolve to issue new shares to all shareholders without payment in proportion to their holdings so that a maximum of five (5) new A shares would be issued for each current A share and a maximum of five (5) new B shares would be issued for each current B share. The Board of Directors would be authorised to decide the exact amount of new shares issued for each A share and each B share within the limits of the proposed maximum number of new shares such that the ratio of current shares to new shares would be the same for both classes of shares. Based on the number of shares on the date of publication of the Board’s proposal, a maximum of 2,507,983,760 new A shares and a maximum of 1,000,000 new B shares would be issued. The shares would be issued to shareholders who would be registered in the Company’s register of shareholders maintained by
The Board of Directors would be authorised to decide on the record date of the share issue in accordance with applicable and valid legislation. The authorisation is proposed to remain valid until the next Annual General Meeting of
19. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for decisions on the items on the agenda of the Annual General Meeting and this notice are available on
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on
The registration for the Annual General Meeting and the advance voting will commence on
Further information and instructions on the advance voting are provided below in Section C.5.
Registration for the Annual General Meeting may be carried out:
a) On the Company’s website at www.sampo.com/agm
For natural persons, electronic registration requires secure strong electronic authentication with personal online banking credentials or a mobile certificate. For shareholders that are legal entities, electronic registration does not require strong electronic authentication. However, the shareholder shall provide its business ID, number of its book-entry account and other required information. If a shareholder that is a legal entity uses the electronic Suomi.fi authorisation, the registration requires strong electronic authentication with online banking credentials or a mobile certificate.
b) By email to yhtiokokous@euroclear.eu or regular mail to
c) By telephone +358 20 770 6907 Mon-Fri
Registration must be received by
In connection with the registration, the shareholder shall notify their name, personal identification number or business ID, address, telephone number, as well as the name of a possible assistant, proxy representative or statutory representative, and the personal identification number of the proxy representative or statutory representative. When registering a proxy on the internet the shareholder’s book-entry account number is also required.
The personal data given to
The shareholder, their authorised representative or proxy representative shall, where necessary, be able to prove their identity and/or right of representation at the Annual General Meeting.
2. Holder of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the Annual General Meeting by virtue of shares based on which they would be entitled to be registered in the shareholders’ register of the Company held by
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and voting instructions as well as registration for the Annual General Meeting from their custodian bank. The custodian bank shall register a holder of nominee-registered shares who wants to participate in the Annual General Meeting into the temporary shareholders’ register of the Company at the latest by the date stated above.
Further information on these matters can also be found on the Company’s website www.sampo.com/agm.
3. Holder of Swedish depository receipts
Holders of Swedish depository receipts (SDRs) have the right to participate in the Annual General Meeting by virtue of shares represented by the SDRs based on which they would be entitled to be registered in the shareholders’ register of the Company held by
A holder of SDRs is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the Company and the issuing of proxy documents and voting instructions from their custodian bank which the holder of the SDRs has appointed to hold the SDRs on their account. Said custodian bank shall take necessary actions to the effect that a holder of SDRs who wants to participate in the Annual General Meeting is registered into the temporary shareholders’ register of the Company at the latest by
Further information on these matters can also be found on the Company’s website www.sampo.com/agm
4. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Possible proxy documents shall be delivered primarily through email to agm@sampo.fi or as originals to the address
Delivering of a proxy to the Company prior to the end of the registration period is considered as registration for the meeting if all required information for registration described above is given.
Shareholders who are legal entities may also use the electronic Suomi.fi authorisation service instead of a traditional authorisation. In such case, the legal entity authorises a representative in the Suomi.fi service at www.suomi.fi/e-authorizations by using the category “Representation at a general meeting”. The representative shall in connection with the registration to Euroclear Finland Oy’s general meeting service identify oneself through strong electronic identification. After that, the electronic authorization will be proofed automatically. Online banking credentials or a mobile certificate may be used for strong electronic identification. More information is available at www.suomi.fi/e-authorizations and
5. Advance voting
Shareholders with a Finnish book-entry account may vote in advance on certain matters on the agenda of the Annual General Meeting during the period from
A shareholder who has voted in advance may only request information under the Finnish Companies Act, request a vote at the Annual General Meeting or vote on a possible counterproposal, if they or their proxy representative participate in the Annual General Meeting at the meeting venue.
Advance voting can be done in the following ways:
a) On the Company’s website at www.sampo.com/agm
For natural persons, electronic advance voting requires secure strong electronic authentication with personal online banking credentials or a mobile certificate. For shareholders that are legal entities, electronic advance voting does not require strong electronic authentication. However, the shareholder shall provide its business ID, number of its book-entry account and other required information. If a shareholder that is a legal entity uses the electronic Suomi.fi authorisation, the advance voting requires strong electronic authentication with online banking credentials or a mobile certificate.
b) A shareholder may submit the advance voting form available on the Company’s website or corresponding information by email to yhtiokokous@euroclear.eu or regular mail to
The advance votes must be received by the end of the advance voting period.
If a shareholder participates in the Annual General Meeting by submitting the votes in advance to
On the part of nominee-registered shareholders (including holders of SDRs), the advance voting takes place through their custodian bank. The custodian bank may vote in advance on behalf of the nominee-registered shareholders represented by it in accordance with the provided voting instructions within the registration period set for nominee-registered shareholders.
The agenda items subject to advance voting are deemed to be presented unchanged at the Annual General Meeting. Therefore, under agenda item 14, if any of the members proposed to be elected to the Board of Directors are unavailable for election to the Board of Directors at the Annual General Meeting for any reason, the number of the proposed members unavailable for election will be automatically decreased from the number of the members of the Board of Directors to be elected, and the remaining candidates available for election will be elected in accordance with the proposal of the
6. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the items to be considered at the meeting.
Any changes in the ownership of shares that have occurred after the record date of the Annual General Meeting do not affect the right to participate in nor the number of votes of the shareholder at the Annual General Meeting.
On the date of this Notice of the Annual General Meeting the total number of shares in
All of
Board of Directors
Distribution:
Nasdaq
Nasdaq
The principal media
www.sampo.com
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