Proposals of Sampo plc's Board of Directors and its Audit Committee to the Annual General Meeting and Remuneration Policy for Governing Bodies have been published
SAMPO PLC STOCK EXCHANGE RELEASE 8 February 2024 at 10:50 am
Proposals of Sampo plc's Board of Directors and its Audit Committee to the Annual General Meeting and Remuneration Policy for Governing Bodies have been published
Sampo plc's Board of Directors and its Audit Committee have today made the following proposals to the Annual General Meeting to be held on 25 April 2024.
Proposal for distribution of profit
Proposal for the remuneration of the auditor and the sustainability reporting assurance provider
Proposal for the election of the auditor and the sustainability reporting assurance provider
Proposal for authorisation to decide on the repurchase of the company’s own shares
Proposal for authorisation to resolve upon a share issue without payment (share split)
The Board proposes to the Annual General Meeting a dividend of EUR 1.80 per share. The total dividend includes a regular dividend of EUR 1.60 per share as well as an extra dividend of EUR 0.20 per share.
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 Sampo plc's A shares representing approximately 9.96 per cent of all outstanding A shares of the company. The repurchased shares will be cancelled. Further information is available in appendix 4.
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.
The Board of Directors proposes that the Authorised Public Accountant Firm Deloitte Ltd be re-elected as the Company’s auditor for the financial year 2024. Sampo plc 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, Deloitte Ltd will, without being otherwise appointed, act as the sustainability reporting assurance provider for the financial year 2024 if Deloitte Ltd is elected as Sampo plc’s statutory auditor.
In addition, the Board proposes to the AGM for authorisation to resolve upon a share issue without payment (share split). 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 share issue without payment would not require any action from the shareholders. Further information is available in appendix 5.
Remuneration Policy for Governing Bodies has been published today on 8 February 2024 and it is attached to this release. The Remuneration Policy for Governing Bodies is a part of Sampo's internal governance structure and is presented to Sampo’s AGM at least every four years.
The proposals of the Board of Directors and its Audit Committee are attached in full to this release.
The estimated publishing date for the AGM proposals of the Nomination and Remuneration Committee is 27 March 2024.
SAMPO PLC
Board of Directors
For more information, please contact:
Sami Taipalus
Head of Investor Relations
tel. +358 10 516 0030
Maria Silander
Communications Manager, Media Relations
tel. +358 10 516 0031
Distribution:
Nasdaq Helsinki
Nasdaq Stockholm
London Stock Exchange
The principal media
FIN-FSA
www.sampo.com
APPENDIX 1
Proposal of the Board of Directors for distribution of profit
Dividend
Under Sampo Group’s capital management framework, the Group aims to return a significant share of ongoing surplus capital generation through a reliable regular dividend. In addition to this, excess capital is returned through additional dividends and/or buybacks, to the extent that it is not utilized to support business development.
According to Sampo plc’s Dividend Policy applicable to the distribution of 2023 earnings, total annual dividends paid shall represent at least 70 per cent of Sampo Group’s operational result for the year.
The parent Company’s distributable capital and reserves totalled EUR 5,366,661,774.58 of which profit for the financial year 2023 was EUR 963,205,215.62. Based on the policies outlined above, the Board proposes to the Annual General Meeting that a total dividend of EUR 1.80 per share be paid to all shares except for the shares held by Sampo plc on the dividend record date of 29 April 2024. The total dividend includes a regular dividend of EUR 1.60 per share as well as an extra dividend of EUR 0.20 per share.
As the Group’s operational result amounted to approximately EUR 1,046 million, the payout ratio for the total dividend equates to 86 per cent. The remainder of the distributable funds are left in the Company’s equity capital. After adjusting for the proposed dividend, Sampo Group’s 2023 year-end distributable funds amounted to approximately EUR 4,463 million, Group’s Solvency II ratio to 177 per cent and financial leverage to 27.7 per cent.
Dividend payment
The dividend is proposed to be paid to the shareholders registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy as at the record date of 29 April 2024. The Board proposes that the dividends be paid on 7 May 2024.
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 Euroclear Sweden AB as at the record date of 29 April 2024.
Financial position
No significant changes have taken place in the Company’s financial position since the end of the
financial year. The Company’s liquidity position is good and in the view of the Board, the proposed
distributions do not jeopardise the Company’s ability to fulfil its obligations.
8 February 2024
SAMPO PLC
Board of Directors
APPENDIX 2
Proposal of the Audit Committee for 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.
As background to the proposal, the Audit Committee states that the Authorised Public
Accountant Firm Deloitte Ltd has acted as Sampo plc’s Auditor since 2021.
The fees paid by Sampo plc to Deloitte Ltd for statutory audit services invoiced in 2023 totaled
approximately EUR 1,165,500. In addition, Sampo plc paid Deloitte Ltd a total of approximately EUR
53,400 in fees for non-audit services.
The fees paid by Sampo Group to audit firm Deloitte for statutory audit services in 2023 totaled approximately EUR 4,031,700. In addition, Sampo Group paid audit firm Deloitte a total of approximately EUR 460,000 in fees for non-audit services, which is at most approximately 11 per
cent of the fees paid by Sampo Group to audit firm Deloitte for statutory audit services.
The Auditor’s fees for services provided to Sampo Group have been presented in note 6 of the annex
to the consolidated financial statements.
Sampo plc is also required pursuant to the EU’s new Corporate Sustainability Reporting Directive to prepare a sustainability report containing information on the effects of its operations on sustainability matters and their effect on the Company from the financial year 2024 onwards. The sustainability report shall be assured by an assurance opinion provided by a sustainability reporting assurance provider.
8 February 2024
SAMPO PLC
Audit Committee
APPENDIX 3
Proposal of the Audit Committee for the 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
Authorised Public Accountant Firm Deloitte Ltd be re-elected as the Company’s auditor for the financial year 2024. If Deloitte Ltd is elected as Sampo plc’s auditor, the firm has announced that APA ASA Jukka Vattulainen will continue as the auditor with principal responsibility. Jukka Vattulainen has acted as the Company’s principally responsible auditor since 2021.
The Audit Committee notes that its proposal is free from influence by a third party, and the Audit
Committee is not subject to compliance with any such clauses referred to in Article 16(6) of the Audit Regulation (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC) that restrict the choice as regards the election of a statutory auditor or audit firm.
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,
Deloitte Ltd will, without being otherwise appointed, act as the sustainability reporting assurance
provider for the financial year 2024 if Deloitte Ltd is elected as Sampo plc’s statutory auditor. Deloitte Ltd has announced that in this case APA ASA Jukka Vattulainen will act as the principal Authorised Sustainability Auditor.
8 February 2024
SAMPO PLC
Audit Committee
APPENDIX 4
Proposal of the Board of Directors for authorisation to decide on the repurchase of the company’s own shares
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting
authorise the Board to resolve to repurchase, on one or several occasions, a maximum of 50,000,000
Sampo plc A shares on the condition that the number of own shares held by the Company at any given time may not exceed 10 per cent of all the shares in the Company. Based on the number of shares on the date of publication of the Board’s proposal, the maximum number of shares represents approximately 9.96 per cent of all outstanding A shares of the Company. If the Annual General Meeting authorises the Board to decide on a share issue without consideration (share split) and the Board accordingly decides on said share issue without consideration in proportion to shares owned, then the aforementioned maximum number of shares that may be repurchased will be automatically multiplied by the same ratio without any separate decision. The repurchased shares will be cancelled.
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.
The repurchases under the authorisation are proposed to be carried out by using funds in the
unrestricted shareholders’ equity, which means that the repurchases will reduce funds available for
distribution of profit.
The Board of Directors shall be authorised to decide on all other terms relating to the repurchase of the Company’s own shares.
The holder of all of Sampo plc’s B shares has given its consent to a buy-back of A 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.
8 February 2024
SAMPO PLC
Board of Directors
APPENDIX 5
Proposal of the Board of Directors for authorisation to resolve upon a share issue without payment (share split)
The Board of Directors proposes to the Annual General Meeting 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 Euroclear Finland Oy on the record date of the share issue.
The share issue without payment would be executed in the book-entry system and would
not require any action from the shareholders. As for the A shares that are traded as SDRs, the
respective new A shares would be converted into SDRs in accordance with sections 7.1 and 7.2 of the General Terms and Conditions for the SDRs and would not require any action from SDR holders. The new shares would generate shareholders’ rights as of when they have been registered in the trade register.
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 Sampo plc, however at the latest until 30 June 2025.
8 February 2024
SAMPO PLC
Board of Directors
Attachment
