Sampo Oyj : Decisions of Sampo plc's Annual General Meeting SAMPO PLCSTOCK EXCHANGE RELEASE18 April 2013 at 5.20 pm DECISIONS OF SAMPO PLC'S ANNUAL GENERAL MEETING The Annual General Meeting of Sampo plc, held today, decided to distribute a dividend of EUR 1.35 per share for 2012. The record date for dividend payment is 23 April 2013. The dividend will be paid on 30 April 2013. The Annual General Meeting adopted the financial accounts for 2012 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 of the Board decreasing the number of the members by one. The following members were re-elected to the Board of Directors: Anne Brunila, Adine Grate-Axén, Veli-Matti Mattila, Eira Palin-Lehtinen, Per Arthur Sørlie, Matti Vuoria and Björn Wahlroos. Of the old members Jukka Pekkarinen and Christoffer Taxell were not available for re-election. Jannica Fagerholm was elected as a new Board member. The curriculum vitaes of the Board Members are available at www.sampo.com/board. 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, Matti Vuoria, and Björn Wahlroos (Chairman). Anne Brunila (Chairman), Jannica Fagerholm, Adine Grate Axén, and Per Arthur Sørlie were elected to the Audit Committee. All the proposed Board members are independent of the major shareholders and all but Matti Vuoria are independent of the company. Matti Vuoria is the Chief Executive Officer and President of Varma Mutual Pension Insurance Company and Sampo's Group Chief Executive Officer and President, Kari Stadigh, is a member of Varma's Board of Directors. This constitutes an interlocking control relationship according to recommendation 15 (e) of the Finnish Corporate Governance Code. Majority of the proposed Board members are independent of major shareholders and the company. The compositions of the Committees fulfill 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 2014 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. 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. The fees have remained on the same level since year 2008. Ernst & Young Oy was elected as Auditor. The Auditor will be paid a fee determined by an invoice approved by the company. 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 2,491 shareholders represented at the meeting holding altogether 356,398,519 shares and 361,198,519 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 13 February 2013. The Board proposals are available in their entirety at www.sampo.com/agm. The minutes of the Annual General Meeting will be available for viewing at Sampo plc's head office at Fabianinkatu 27, Helsinki, Finland, and at www.sampo.com/agm as from 2 May 2013 at the latest. 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 ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. 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 HUG#1694205
Sampo Oyj : Decisions of Sampo plc's Annual General Meeting
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