Decisions of
The Annual General Meeting of
The AGM adopted the financial accounts for 2023 and discharged the members of the Board of Directors and CEO from liability for the financial year ending 31 December 2023. The AGM authorised the Board of Directors to decide on share repurchases and a share issue without payment.
Including proxy representatives, there were altogether 320,218,518 shares (63.8 per cent of shares) and 321,018,518 votes (63.9 per cent of all votes) in the company represented at the Annual General Meeting.
Dividend payment
The AGM decided to distribute a dividend of
Election and remuneration of the Board members
The number of Board members remained unchanged at nine members.
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 CVs of the Board members are available at www.sampo.com/board.
The AGM decided on the following annual fees to the members of the Board of Directors until the close of the next Annual General Meeting:
EUR 235,000 for the Chair of the Board (previouslyEUR 228,000 )EUR 135,000 for the Vice Chair of the Board (previouslyEUR 131,000 )EUR 104,000 for each member of the Board (previouslyEUR 101,000 )EUR 29,000 for the Chair of the Audit Committee as an additional annual fee (previouslyEUR 28,000 )EUR 6,600 for each member of the Audit Committee as an additional annual fee (previouslyEUR 6,400 ).
A Board member shall, in accordance with the resolution of the Annual General Meeting, acquire
Election and remuneration of the auditor and of the sustainability reporting assurer
The Company’s Auditor and the sustainability reporting assurance provider will be paid compensation against invoices approved by the Company.
Remuneration Report for Governing Bodies and Remuneration Policy for Governing Bodies
Sampo’s Remuneration Report for Governing Bodies and the Remuneration Policy for Governing Bodies were adopted through an advisory resolution.
Authorisation on share repurchases
The Annual General Meeting authorised the Board to resolve to repurchase, on one or several occasions, a maximum of 50,000,000
The authorisation will be valid until the close of the next Annual General Meeting, however no longer than 18 months from the Annual General Meeting’s decision.
Authorisation on a share split
The Annual General Meeting authorised the Board of Directors to resolve upon a share issue without payment in proportion to shares owned by shareholders (share split) in order to enhance share liquidity and accessibility. The Board of Directors can resolve upon the timing and execution of the share split at its discretion and based on the then prevailing market conditions.
Based on the proposed 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 current number of shares, a maximum of 2,507,983,760 new A shares and a maximum of 1,000,000 new B shares could be issued. The share split would not require any action from the shareholders nor SDR holders. The authorisation is valid until the next Annual General Meeting of
AGM materials
The proposals approved by the AGM and the Remuneration Policy for Governing Bodies are available in their entirety at Sampo’s website at www.sampo.com/agm. The Remuneration Report for Governing Bodies is available at www.sampo.com/year2023.
The minutes of the Annual General Meeting will be available for viewing at www.sampo.com/agm and at
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