Proposals of
- 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
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
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
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
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
Board of Directors
For more information, please contact:
Head of Investor Relations
tel. +358 10 516 0030
Communications Manager, Media Relations
tel. +358 10 516 0031
Distribution:
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FIN-FSA
www.sampo.com
APPENDIX 1
Proposal of the Board of Directors for distribution of profit
Dividend
Under
According to
The parent Company’s distributable capital and reserves totalled
As the Group’s operational result amounted to approximately
Dividend payment
The dividend is proposed to be paid to the shareholders registered in the Company’s shareholders’ register maintained by
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
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.
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
The fees paid by
approximately
53,400 in fees for non-audit services.
The fees paid by
cent of the fees paid by
The Auditor’s fees for services provided to
to the consolidated financial statements.
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
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
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,
provider for the financial year 2024 if
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
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
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.
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
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
Board of Directors
Attachment
Sampo plc 's Remuneration Policy for Governing Bodies
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