Decisions of Sampo’s Annual General Meeting: Demerger approved and Antti Mäkinen elected as new Chair of the Board of Sampo
SAMPO PLC DECISIONS OF GENERAL MEETING 17 May 2023 at 5:30 pm
Decisions of Sampo’s Annual General Meeting: Demerger approved and Antti Mäkinen elected as new Chair of the Board of Sampo
The Annual General Meeting of Sampo plc, held today on 17 May 2023, decided to distribute a dividend of EUR 2.60 per share for 2022. The record date for the dividend payment is 22 May 2023 and the dividend will be paid to Sampo shareholders on 31 May 2023 and to Sampo SDR holders on 2 June 2023. The Annual General Meeting adopted the financial accounts for 2022 and discharged the Board of Directors and the CEO from liability for the financial year.
The AGM resolved to approve the partial demerger of Sampo plc as set forth in the demerger plan approved and signed by the Board of Directors of Sampo plc on 29 March 2023. In the demerger, all of the shares in Mandatum Holding Ltd and related assets and liabilities will transfer without a liquidation procedure to Mandatum plc, a company to be incorporated in the demerger.
The demerger advances Sampo's strategy, which emphasises a preeminent focus on property and casualty (P&C) insurance operations. It also provides Mandatum Group with greater strategic and financial flexibility on a standalone basis, allowing it to continue to implement its current growth strategy focusing on fee-generative products and run-off of its with-profit book.
Members of the Board and remuneration
The AGM increased the number of the members of the Board of Directors to ten members. Christian Clausen, Fiona Clutterbuck, Georg Ehrnrooth, Jannica Fagerholm, Johanna Lamminen, Steve Langan, Risto Murto and Markus Rauramo were re-elected to the Board. Antti Mäkinen and Annica Witschard were elected as new members to the Board. The members of the Board were elected for a term continuing until the close of the next Annual General Meeting. Johanna Lamminen has notified that she will no longer continue on the Board of Directors of Sampo plc if and when the demerger of Sampo plc is completed in accordance with the demerger plan, so that she may devote sufficient time to her duties. In such event the number of Board members will decrease to nine.
At its organisational meeting, the Board elected Antti Mäkinen as Chair and Jannica Fagerholm as Vice Chair. Christian Clausen, Risto Murto, Antti Mäkinen (Chair) and Markus Rauramo were elected to the Nomination and Remuneration Committee. Fiona Clutterbuck, Georg Ehrnrooth, Jannica Fagerholm (Chair), Johanna Lamminen, Steve Langan and Annica Witschard were elected to the Audit Committee.
All the 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 AGM decided to pay the following fees to the members of the Board of Directors until the close of the 2024 AGM: the Chair of the Board will be paid an annual fee of EUR 228,000 and other members of the Board will be paid EUR 101,000 each. Furthermore, the members of the Board and its Committees will be paid the following annual fees: the Vice Chair of the Board EUR 30,000, the Chair of the Audit Committee EUR 28,000 and the member of the Audit Committee EUR 6,400 each. A Board member shall, in accordance with the resolution of the Annual General Meeting, acquire Sampo plc A shares at the price paid in public trading for 50 per cent of his/her annual fee after the deduction of taxes, payments and potential statutory social and pension costs. The company will pay any possible transfer tax related to the acquisition of the company shares.
The AGM accepted Sampo plc’s Remuneration Report for Governing Bodies. The resolution is advisory.
Resolutions related to demerger
As part of the resolution on the demerger of Sampo plc and conditional upon the registration of the completion of the demerger, the AGM resolved to establish a new entity, Mandatum plc, approve its articles of association, and elect Markus Aho, Jannica Fagerholm, Kimmo Laaksonen, Johanna Lamminen, Patrick Lapveteläinen and Jukka Ruuska to Mandatum plc’s Board of Directors. It is being proposed that said Board of Directors elect from among themselves Patrick Lapveteläinen as the Chair and Jannica Fagerholm as the Vice Chair of the Board of Directors. The AGM also resolved to, until the close of the first Annual General Meeting of Mandatum following the partial demerger:
- pay a term fee of EUR 27,000 to each member of the Board of Directors, EUR 42,000 to the Chair of the Board of Directors and EUR 36,000 to the Vice Chair of the Board of Directors;
- pay meeting fees for each meeting of the Board of Directors of EUR 600 for each member of the Board of Directors and EUR 1,500 for the Chair of the Board of Directors and the Vice Chair of the Board should she chair the meeting;
- pay meeting fees for each meeting of the Audit Committee of EUR 600 for each member of the Audit Committee and EUR 1,000 for the Chair of the Audit Committee.
The AGM elected Deloitte Ltd as Mandatum plc’s auditor, with Reeta Virolainen, APA, acting as the principally responsible auditor, and resolved for the auditor to be paid a fee determined by an invoice approved by Mandatum. The AGM also resolved to establish a Shareholders’ Nomination Board for Mandatum.
Other AGM decisions
Deloitte Ltd was re-elected as Auditor of Sampo plc. The Auditor will be paid a fee determined by an invoice approved by Sampo. Jukka Vattulainen, APA, will act as the principally responsible auditor.
The AGM authorised the Board to resolve to repurchase a maximum of 50,000,000 Sampo plc's A shares representing approximately 9.7 per cent of all outstanding A shares of the company. If the Board decides on a share issue without consideration in accordance with the authorisation given by the AGM to the Board, a maximum of 300,000,000 Sampo plc's A shares may be repurchased, representing approximately 9.7 per cent of all outstanding A shares of the company after the new shares to be issued in the share issue without consideration have been registered. The repurchased shares will be cancelled.
The AGM authorised the Board of Directors to resolve upon a share issue without payment (share split). Based on the authorisation, the Board of Directors can 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. Based on the number of shares, a maximum of 2,581,897,560 new A shares and a maximum of 1,000,000 new B shares would be issued. The share issue without payment will not require any action from the shareholders.
The AGM updated the business area of the company on the Company’s Articles of Association to reflect the company’s current strategy and main business area. In addition, the minimum and maximum amounts set for the Company’s A and B shares were deleted from the Company’s Articles of Association. Further, certain other technical amendments were made to the Articles of Association, which streamline the Articles of Association and ensure that it is in line with the current wordings of the Finnish Companies Act.
The Annual General Meeting resolved to amend article 11 § of the Company’s Articles of Association such that, should the Board of Directors so decide, General Meetings may be convened as a so-called hybrid or remote meeting.
Including proxy representatives, there were altogether 324,489,527 shares (63.5 per cent of shares) and 325,289,527 votes (63.5 per cent of all votes) in the company represented at the Annual General Meeting.
The proposals approved by the Annual General Meeting were published in stock exchange releases on 10 February and 29 March 2023. Sampo plc’s Remuneration Report for Governing Bodies was published on 4 April 2023. The AGM documents are available in their entirety at Sampo’s website at www.sampo.com/agm. Further information on the demerger plan is available at www.sampo.com/demerger.
The minutes of the Annual General Meeting will be available for viewing at the AGM website and at Sampo plc's head office at Fabianinkatu 27, Helsinki, Finland, by the end of 31 May 2023.
For further information, please contact:
Head of Investor Relations
tel. +358 10 516 0030
Communications Manager, Media Relations
tel. +358 10 516 0031
tel. +358 10 516 0032
London Stock Exchange
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