Sampo plc, stock exchange release, 26 March 2024 at 10:25 am EET
Sampo plc: Notice of the Annual General Meeting
Notice is given to the shareholders of Sampo plc of the Annual General Meeting to be held on Wednesday, 23 April 2025 at 2.00 pm (EEST) at the Helsinki Exhibition and Convention Centre’s Congress Wing, address Rautatieläisenkatu 3, FI-00520 Helsinki, Finland. The reception of persons who have registered for the meeting and serving of coffee prior to the meeting will start at 12.30 pm (EEST).
Shareholders have the opportunity to exercise their voting rights also by voting in advance on certain matters on the agenda of the Annual General Meeting. In addition, shareholders may follow the meeting through a live webcast. The webcast begins on 23 April 2025 at 2.00 pm (EEST). Following the meeting through the webcast is not considered as participation in the Annual General Meeting or the exercising of shareholder rights. It is not possible to ask questions, make counterproposals, address the meeting otherwise or vote through the webcast. Shareholders who wish to follow the webcast can exercise their voting rights by voting in advance. To receive the link for the webcast, shareholders are required to register through the registration system. The instructions regarding the advance voting and registering for the webcast are presented in Section C.6-7 herein.
A. Items on the agenda of the Annual General Meeting
The information and proposals of agenda items 1 to 5 concerning the formal organisational matters of the Annual General Meeting are included in a separate organisational document published on Sampo’s website at www.sampo.com/agm, which document also constitutes a part of this notice. The document may be supplemented at the meeting with any information that is not available before the Annual General Meeting.
At the Annual General Meeting, the following items will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, Report of the Board of Directors, the Auditor’s Report and the Sustainability Reporting Assurance Report for the financial year 2024
- Review by the Group CEO
- Auditor’s Report and Sustainability Reporting Assurance Report presented by the Auditor and Sustainability Reporting Assurance Provider
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a total dividend of EUR 0.34 per share be paid to all shares except for the shares held by Sampo plc on the dividend record date of 25 April 2025. The dividend will be paid to the shareholders registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy as at the record date of 25 April 2025. The Board proposes that the dividends be paid on 6 May 2025.
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 25 April 2025, which payment shall be made in Swedish Krona. The dividend payment for shares registered in the form of share entitlements book-entered in VP Securities A/S in Denmark as at the record date of 25 April 2025 will be administered by VP Securities A/S subsequent to receipt of the dividend from Euroclear Finland.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2024
10. Consideration of the Remuneration Report for Governing Bodies
The Board of Directors proposes that the Remuneration Report for Governing Bodies for the financial year 2024 be adopted by the Annual General Meeting through an advisory resolution.
The Remuneration Report for Governing Bodies is available on Sampo plc’s website at www.sampo.com/agm.
11. Resolution on the remuneration of the members of the Board of Directors
The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that the following annual fees be paid to the members of the Board of Directors until the close of the next Annual General Meeting:
- EUR 243,000 for the Chair of the Board (prev. EUR 235,000);
- EUR 140,000 for the Vice Chair of the Board (prev. EUR 135,000);
- EUR 108,000 for each member of the Board (prev. EUR 104,000);
- EUR 30,000 for the Chair of the Audit Committee as an additional annual fee (prev. EUR 29,000); and
- EUR 6,800 for each member of the Audit Committee as an additional annual fee (prev. EUR 6,600).
A Board member must acquire Sampo plc A shares at the price paid in public trading with 50 per cent of his/her annual fee after the deduction of taxes, payments and potential statutory social and pension costs. Notwithstanding this, a Board member is not required to purchase any additional Sampo plc A shares if the Board member owns such amount of said shares that their value is equivalent to twice the respective Board member’s gross annual fee. The Company will pay any possible transfer tax related to the acquisition of the shares.
12. Resolution on the number of members of the Board of Directors
The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that the number of Board members is decreased by one and that eight members be elected to the Board.
13. Election of the members of the Board of Directors
The Nomination and Remuneration Committee of the Board of Directors proposes that the current members of the Board Christian Clausen, Steve Langan, Risto Murto, Antti Mäkinen, Markus Rauramo, Astrid Stange and Annica Witschard be re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members, Georg Ehrnrooth and Jannica Fagerholm are not available for re-election. The Committee proposes that Sara Mella be elected as a new member to the Board.
All the proposed Board members have been determined to be independent of the Company and its major shareholders under the rules of the Finnish Corporate Governance Code 2025.
The CVs of all persons proposed as Board members are available at www.sampo.com/agm.
14. Resolution on 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.
15. 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 2025. 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.
The Audit Committee also proposes to the Annual General Meeting that Authorised Sustainability Audit Firm Deloitte Ltd be re-elected as the Company’s Sustainability Reporting Assurance Provider for the financial year 2025. If Deloitte Ltd is elected as Sampo plc’s Sustainability Reporting Assurance Provider, the firm has announced that APA ASA Jukka Vattulainen will continue as the principal authorised sustainability auditor.
16. Authorising the Board of Directors 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 250,000,000 Sampo plc A shares. The maximum number of shares represents approximately 9.29 per cent of all outstanding A shares of the Company as of number of shares on the date of the Board’s proposal. 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.
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.
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.
17. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for decisions on the items on the agenda of the Annual General Meeting and this notice are available on Sampo plc’s website at www.sampo.com/agm. The Financial Statements, the Report of the Board of Directors, the Auditor’s Report, the Sustainability Reporting Assurance Report and the Remuneration Report for Governing Bodies for the financial year 2024 are available on Sampo plc’s website at www.sampo.com/year2024. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available at www.sampo.com/agm on 7 May 2025 at the latest.
C. Instructions for the participants in the Annual General Meeting
The registration for the Annual General Meeting and the advance voting will commence on 26 March 2025 at 3:00 pm (EET) and end on 14 April 2025 at 4.00 pm (EEST). For holders of Swedish depositary receipts, the registration for the Annual General Meeting will commence on 26 March 2025 at 3.00 pm (EET) and end on 14 April 2025 at 9.00 am (EEST). For Danish shareholders, the registration for the Annual General Meeting and the advance voting will commence on 26 March 2025 at 2:00 pm (CET) and end on 11 April 2025 at 3:00 pm (CEST), Instructions on the registration for the Annual General Meeting for shareholders wishing to participate in the meeting at the meeting venue are set out in Subsections 1, 2 and 3 below. Instructions for holders of nominee-registered shares are set out below under Subsection 4. Information on proxy documents and Suomi.fi authorisations are set out in Subsection 5 below. The instructions for advance voting are set out in Subsection 6 below. Instructions regarding the registration for the live webcast are set out in Subsection 7 below.
In connection with the registration and advance voting, at least the following information is requested: the shareholder’s name, date of birth (except for shareholders with shares registered with VP Securities A/S in Denmark) or business ID, email address, telephone number and information on a possible authorised representative. Strong electronic identification is required for the registration on the Company’s website of shareholders, their authorised representatives and proxy representatives who are private persons by using Finnish, Swedish or Danish online banking IDs or mobile certificates. For shareholders that are Finnish legal persons, electronic registration requires providing the entity’s business ID and that the relevant authorised person uses strong electronic identification for the registration. For shareholders that are legal persons with shares registered with VP Securities A/S in Denmark, registration requires providing the entity’s business ID, name of the shareholder, name and birthdate of the authorised representative, and an email address, the entity’s address and telephone number as contact information.
The personal data provided by the shareholders to the Company is only used in connection with the Annual General Meeting and the processing of related registrations.
More information on registration for the meeting and advance voting is available until 14 April 2025 by phone from Innovatics Ltd at +358 10 2818 909 from Monday to Friday between 9.00 am and 12.00 noon and between 1.00 pm and 4.00 pm (EET/EEST).
1. Shareholders registered with Euroclear Finland Oy in Finland
Each shareholder who is on 9 April 2025 registered in the shareholders’ register of Sampo plc held by Euroclear Finland Oy has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders’ register of the Company.
A shareholder who is registered in the Company’s shareholders’ register and who wishes to participate in the Annual General Meeting shall notify the Company thereof according to the instructions set out below.
Notification of participation shall be made no later than by 4.00 pm (EEST) on Monday 14 April 2025
a) On the Company’s website at www.sampo.com/agm
b) By email to [email protected] or regular mail to Innovatics Oy, Yhtiökokous / Sampo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
c) By telephone to Innovatics Ltd at +358 10 2818 909 from Monday to Friday between 9.00 am and 12.00 noon and between 1.00 pm and 4.00 pm (EET/EEST). When registering by phone, a shareholder cannot vote in advance.
Registration must be received by 4.00 pm (EEST) on Monday 14 April 2025 irrespective of the registration method.
2. Shareholders registered with VP Securities A/S in Denmark
Each shareholder who is on 9 April 2025 registered in the shareholders’ register of Sampo plc held by VP Securities A/S (Euronext Securities Copenhagen) has the right to participate in the Annual General Meeting. Such shareholders who wish to participate in the Annual General Meeting shall notify Euronext thereof according to the instructions set out below.
Notification of participation shall be made no later than by 3.00 pm (CEST) on Friday 11 April 2025
a) On the Company’s website at www.sampo.com/agm
b) By email to [email protected]
c) By telephone to Euronext at +45 4358 8866 from Monday to Friday between 9.00 am and 4.00 pm (CET/CEST). When registering by phone, a shareholder cannot vote in advance.
Registration must be received by 3.00 pm (CEST) on Friday 11 April 2025 irrespective of the registration method.
If you represent a legal entity/person, you must present proof of identification and rights of representation. Such identification may consist of a document that proves your authorisation to sign on behalf of the entity or a document that process you are part of the management of the entity.
Shareholders whose shares are held in trust in Denmark and who wish to participate in the Annual General Meeting are advised to request their trustee for the necessary instructions regarding the registration and advance voting. The trustee shall register the shareholder according to the instructions above to Euronext Securities Copenhagen no later than 11 April 2025 at 3.00 pm (CEST).
3. Holders of Swedish depository receipts
Holders of Swedish depository receipts (SDRs) have the right to participate in the Annual General Meeting by virtue of shares represented by the SDRs based on which they would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy on 9 April 2025. In addition, the right to participate in the Annual General Meeting requires that the holder of SDRs has been registered, on the basis of such shares represented by the SDRs, into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 10.00 am (EEST) on 16 April 2025, and the request regarding such registration must be delivered to the issuer of the SDRs and all necessary actions taken at the latest by 9.00 am (EEST) on 14 April 2025. As regards holders of SDRs, this constitutes a due registration for the Annual General Meeting.
A holder of SDRs is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and voting instructions from their custodian bank which the holder of the SDRs has appointed to hold the SDRs on their account. Said custodian bank shall take necessary actions to the effect that a holder of SDRs who wants to participate in the Annual General Meeting is registered into the temporary shareholders’ register of the Company at the latest by 10.00 am (EEST) on 16 April 2025 and, if necessary, arrange for advance voting on behalf of the holders of SDRs before the end of the registration period.
Further information on these matters can also be found on the Company’s website www.sampo.com/agm.
4. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the Annual General Meeting by virtue of shares based on which they would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy on 9 April 2025. In addition, the right to participate in the Annual General Meeting requires that the shareholder has been registered on the basis of such shares into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 10.00 am (EEST) on 16 April 2025. As regards nominee-registered shares, this constitutes a due registration for the Annual General Meeting.
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents, voting instructions and registration and advance voting for the Annual General Meeting from their custodian bank. The custodian bank shall register a holder of nominee-registered shares who wants to participate in the Annual General Meeting into the temporary shareholders’ register of the Company at the latest by the date stated above and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares.
Further information on these matters can also be found on the Company’s website www.sampo.com/agm.
5. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative may also vote in advance in accordance with the instructions provided herein. The proxy representative shall authenticate in the electronic registration service and advance voting (if applicable) personally with strong authentication, after which they will be able to register and vote in advance on behalf of the shareholder whom they represent.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. Providing the right to represent can be done by using the suomi.fi e-authorizations service available in the electronic registration service.
When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Possible proxy documents shall be delivered primarily as an attachment as part of the electronic registration, or alternatively, through email to [email protected] or as originals to the address Innovatics Oy, Yhtiökokous / Sampo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland before the end of the registration period.
Delivering of a proxy prior to the end of the registration period is considered as registration for the meeting if all required information for registration described above is given.
Shareholders may also use the electronic Suomi.fi authorisation service instead of a traditional authorisation. In such case, the shareholder authorises a representative in the Suomi.fi service at www.suomi.fi/e-authorizations by using the category “Representation at a general meeting”. The representative shall in connection with the registration to Innovatics’ general meeting service identify oneself through strong electronic identification. After that, the electronic authorisation will be proofed automatically. Online banking credentials or a mobile certificate may be used for strong electronic identification. More information is available at www.suomi.fi/e-authorizations and Sampo plc’s website at www.sampo.com/agm.
6. Advance voting
Shareholders may vote in advance on certain items on the agenda of the Annual General Meeting.
a. Shareholders with shares registered with Euroclear Finland Oy in Finland
Each shareholder who is registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy as described in Subsection 1 above may vote in advance on certain items on the agenda of the Annual General Meeting between 26 March 2025 at 3.00 pm (EET) and 14 April 2025 at 4.00 pm (EEST):
a) On the Company’s website at www.sampo.com/agm
b) By email by submitting the advance voting form available on the Company’s website or equivalent information to [email protected] or regular mail to Innovatics Oy, Yhtiökokous / Sampo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
b. Shareholders with shares registered with VP Securities A/S in Denmark
Each shareholder who is registered in the shareholders’ register of Sampo plc held by VP Securities A/S (Euronext Securities Copenhagen) as described in Subsection 2 above may vote in advance on certain items on the agenda of the Annual General Meeting between 26 March 2025 at 2.00 pm (EET) and 11 April 2025 at 3.00 pm (CEST):
a) On the Company’s website at www.sampo.com/agm
b) By email to [email protected]
Shareholders whose shares are held in trust in Denmark and who wish to vote in advance are advised to instruct the trustee to vote in advance on behalf of such shareholders by 3.00 pm (CEST) on 11 April 2025 at the latest according to the instructions set out in this notice.
The advance votes must be received by the end of the advance voting period. The submission of votes by email or by regular mail before the end of the registration and advance voting period shall be regarded as registration for the General Meeting, provided that it contains the above information required for the registration.
A shareholder who has voted in advance may request information under the Finnish Limited Liability Companies Act, request a vote at the Annual General Meeting or vote on a possible counterproposal if they are present or represented at the Annual General Meeting at the meeting venue.
The agenda items subject to advance voting are deemed to be presented unchanged at the Annual General Meeting. Therefore, under agenda item 13, if any of the members proposed to be elected to the Board of Directors are unavailable for election to the Board of Directors at the Annual General Meeting for any reason, the number of the proposed members unavailable for election will be automatically decreased from the number of the members of the Board of Directors to be elected, and the remaining candidates available for election will be elected in accordance with the proposal of the Nomination and Remuneration Committee.
Instructions regarding the advance voting, and the terms related to the electronic advance voting are also available on the Company’s website at www.sampo.com/agm.
7. Webcast
A shareholder who is entitled to attend the Annual General Meeting may also follow the meeting via live webcast. Following the meeting through the webcast is not considered as participation in the Annual General Meeting or the exercising of shareholder rights. It is not possible to ask questions, make counterproposals, address the meeting otherwise or vote through the webcast. Webcast access to the Annual General Meeting will be provided through Inderes Oyj’s virtual general meeting service on the Videosync platform, which includes video and audio access to the General Meeting. Following the webcast does not require any paid software or downloads. In addition to an internet connection, following the webcast requires a computer, smartphone or tablet with speakers or headphones for sound. One of the following browsers is recommended: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.
The link and password for following the meeting via the webcast will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the General Meeting no later than the day before the General Meeting.
For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://vagm.fi/support. A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found here: https://demo.videosync.fi/agm-compatibility?language=en. It is recommended that you read the detailed instructions before the meeting. More information and instructions can also be found on the Company’s website at www.sampo.com/agm.
8. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the items to be considered at the meeting.
Any changes in the ownership of shares that have occurred after the record date of the Annual General Meeting do not affect the right to participate in nor the number of votes of the shareholder at the Annual General Meeting.
On the date of this Notice of the Annual General Meeting the total number of shares in Sampo plc is 2,690,238,860 A shares, representing 2,690,238,860 votes, and 1,000,000 B shares, representing 5,000,000 votes, i.e. a total of 2,691,238,860 shares and 2,695,238,860 votes. At the Annual General Meeting, each A share carries one vote and each B share carries five votes.
All of Sampo plc’s B shares are owned by a shareholder independent from the Company. Based on Sampo plc’s articles of association, each B share can be converted into an A share at the request of the holder of the B share. Subject to the Finnish Limited Liability Companies Act, the general meeting may resolve upon a directed acquisition of own shares, decide on the amendment of the articles of association to the effect that share classes are combined or otherwise reduce share class rights only provided such a proposal is supported by at least two thirds of the votes and shares, per share class, represented at the meeting. Thus, the authority to decide on the combination of Sampo plc’s share classes does not rest with the Company.
Helsinki, 26 March 2025
SAMPO PLC
Board of Directors
For further 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
Nasdaq Copenhagen
London Stock Exchange
FIN-FSA
The principal media
www.sampo.com
