Decisions of the Sampo plc Annual General Meeting
SAMPO PLC STOCK EXCHANGE RELEASE 12 April 2012 at 4.40 pm
DECISIONS OF THE SAMPO PLC ANNUAL GENERAL MEETING
The Annual General Meeting of Sampo plc, held today, decided to distribute a dividend of EUR 1.20 per share for 2011. The record date for dividend payment is 17 April 2012. The dividend will be paid on 24 April 2012. The Annual General Meeting adopted the financial accounts for 2011 and discharged the Board of Directors and the Group CEO and President from liability for the financial year.
The number of members of the Board was increased with one to nine members. The following members were re-elected to the Board of Directors: Anne Brunila, Adine Grate-Axén, Veli-Matti Mattila, Eira Palin-Lehtinen, Jukka Pekkarinen, Christoffer Taxell, Matti Vuoria and Björn Wahlroos. Per Arthur Sørlie was elected as a new Board member.
At its organizational meeting, the Board elected Björn Wahlroos as Chairman and Matti Vuoria as Vice Chairman. The following members were elected to the Nomination and Compensation Committee: Veli-Matti Mattila, Eira Palin-Lehtinen, Christoffer Taxell, Matti Vuoria, and Björn Wahlroos (Chairman). Anne Brunila (Chairman), Adine Grate Axén, Jukka Pekkarinen and Per Sørlie were elected to the Audit Committee.
The Board of Directors assessed the independence of its members and concluded that all the Board members are independent of the major shareholders and all but Björn Wahlroos and Matti Vuoria are independent of the company. The Committees fulfil the Finnish Corporate Governance Code's requirement for independence.
The Annual General Meeting decided to pay the following fees to the members of the Board of Directors until the close of the 2013 Annual General Meeting: the Chairman of the Board will be paid EUR 160,000 per year, the Vice Chairman EUR 100,000 per year and the other members EUR 80,000 per year. After deduction of taxes and similar payments, approximately 50 per cent of the Board members' annual compensation will be paid in Sampo A shares and the rest in cash.
Ernst & Young Oy was elected as Auditor. The Auditor will be paid a fee determined by a reasonable invoice. Heikki Ilkka, APA, was re-elected as the principally responsible auditor.
The Annual General Meeting authorized the Board to acquire in one or several lots a maximum of 50,000,000 Sampo A shares. 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 shares in public trading at the time of purchase. 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 2,183 shareholders represented at the meeting representing altogether 346,619,490 shares and 351,419,490 votes in the company. All decisions were made without voting.
The proposals of the Board of Directors and its Nomination and Compensation Committee and Audit Committee approved by the Annual General Meeting were published in stock exchange releases on 9 February 2012. The Board proposals are available in their entirety at www.sampo.com/agm.
SAMPO PLC
Jarmo Salonen
Head of Investor Relations and Group Communications
For additional information, please contact:
Jarmo Salonen
Head of Investor Relations and Group Communications
Tel. +358 10 516 0030
Maria Silander
Press Officer
Tel. +358 10 516 0031
DISTRIBUTION:
NASDAQ OMX Helsinki
Financial Supervisory Authority
www.sampo.com
The principal media
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Sampo Oyj via Thomson Reuters ONE
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