SAMPO PLC STOCK EXCHANGE RELEASE 27 April 2017 at 7:20 pm
Decisions of Sampo plc's Annual General Meeting
The Annual General Meeting of Sampo plc, held today on 27 April 2017, decided to distribute a dividend of EUR 2.30 per share for 2016. The record date for dividend payment is 2 May 2017 and the dividend will be paid on 9 May 2017. The Annual General Meeting adopted the financial accounts for 2016 and discharged the Board of Directors and the Group CEO and President 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, Jannica Fagerholm, Adine Grate Axén, Veli-Matti Mattila, Risto Murto, Eira Palin-Lehtinen, Per Arthur Sørlie and Björn Wahlroos. 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 Eira Palin-Lehtinen as Vice-chairperson. Veli-Matti Mattila, Risto Murto, Eira Palin-Lehtinen and Björn Wahlroos (Chairman) were elected to the Nomination and Compensation Committee and Jannica Fagerholm (Chairman), Christian Clausen, Adine Grate Axén and Per Arthur Sørlie to the Audit Committee.
All the Board members have been determined to be independent of the company and of the major shareholders under the rules of the Finnish Corporate Governance Code 2015. 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 2018 Annual General Meetingthe Chairman of the Board will be paid an annual fee of EUR 175,000, the Vice Chairperson of the Board and the Chairperson of the Audit Committee will be paid EUR 115,000, the members of the Audit Committee will be paid EUR 96,000 and the other members of the Board of Directors will be paid EUR 90,000 each. 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. In determining the proposed fees, the Committee has considered the significant increase in the use of time required from a Board member as a result of, in particular, the increase in reporting in the finance industry and in the industry-specific regulation by the authorities. Annual fees payable to the Board members were increased for the first time since 2008.
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.
Based on the proposal made by a shareholder and the Board of Directors, the AGM made the decision on the forfeiture of the share certificates that were still in the joint account and the rights carried by the shares. The forfeiture concerns the paper shares that are still in the joint account with regard to which the registration of shareholder rights in the book-entry system has not been requested prior to the resolution by the AGM on 27 April 2017 at 2 pm. The decision does not apply to shares whose transfer into the book-entry system has been validly requested by the aforementioned deadline and whose request for conversion after the conversion period will be finalized by 31 October 2017. The company's Board of Directors will cancel the treasury shares to be held by the company as a result of the forfeiture. Approximately 98.9 per cent of the votes cast at the AGM were in favor of the proposal for the forfeiture of the share certificates that were still in the joint account and the rights carried by the shares.
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 3,105 shareholders represented at the beginning of the meeting holding altogether 373,911,948 shares and 378,711,948 votes in the company.
The proposals approved by the Annual General Meeting were published in stock exchange releases on 8 February 2017. Proposals 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, on 11 May 2017 at the latest.
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