REG-Decisions of Sampo plc’s Annual General Meeting

Sampo OyjAnnouncement

23/04/2025 14:15

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Sampo plc, stock exchange release, 23 April 2025 at 4:05 pm EEST

Decisions of Sampo plc’s Annual General Meeting

The Annual General Meeting of Sampo plc, held today on 23 April 2025, approved
all the proposals made to the Annual General Meeting (AGM) by the Board of
Directors and its Committees, including distribution of dividend of EUR 0.34
per share for 2024.

The AGM adopted the financial accounts for 2024 and discharged the members of
the Board of Directors and CEO from liability for the financial year ending
31 December 2024. The AGM authorised the Board of Directors to decide on
share repurchases.

Including proxy representatives, there were altogether 1,746,933,448 shares
(64.91 per cent of all shares) and 1,750,933,448 votes (64.96 per cent of all
votes) in the company represented at the AGM.

Dividend payment

The AGM decided to distribute a dividend of EUR 0.34 per share for 2024. The
dividend will be paid to the shareholders registered in the company’s
shareholders register maintained by Euroclear Finland Oy or VP Securities A/S
in Denmark, and to the holders of the Swedish depository receipts (SDRs)
registered in the securities depository and settlement register maintained by
Euroclear Sweden AB, as at the record date of 25 April 2025.

The dividend will be paid to the shareholders and holders of the share
entitlements on 6 May 2025 and to the SDR holders on 8 May 2025.

Election and remuneration of the Board members

The number of Board members was decreased by one to eight members. Christian
Clausen, Steve Langan, Risto Murto, Antti Mäkinen, Markus Rauramo, Astrid
Stange and Annica Witschard were re-elected for a term continuing until the
close of the next Annual General Meeting. Sara Mella was elected as a new
member to the Board. Of the previous members, Georg Ehrnrooth and Jannica
Fagerholm were not available for re-election.

At its organisational meeting, the Board elected Antti Mäkinen as Chair and
Risto Murto as Vice Chair.

All 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 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 AGM:
* 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.

Election and remuneration of the auditor and of the Sustainability Reporting
Assurer Provider

The Authorised Public Accountant Firm and Authorised Sustainability Audit Firm
Deloitte Ltd was re-elected as the Company’s auditor and Sustainability
Reporting Assurance Provider for the financial year 2025. APA ASA Jukka
Vattulainen will continue as the auditor with principal responsibility and the
principal authorised sustainability auditor. Company’s Auditor and the
Sustainability Reporting Assurance Provider will be paid compensation against
invoices approved by the Company.

Remuneration Report for Governing Bodies

Sampo’s Remuneration Report for Governing Bodies was adopted through an
advisory resolution.
 
Authorisation on share repurchases

The AGM authorised 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. The repurchased shares will be cancelled.

The authorisation will be valid until the close of the next AGM, however, no
longer than 18 months from the AGM's decision.

AGM materials

The proposals approved by the AGM 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/year2024.

The minutes of the Annual General Meeting will be available for viewing at
www.sampo.com/agm and at Sampo plc's head office at Fabianinkatu 27, Helsinki,
Finland, by the end of 7 May 2025.

SAMPO PLC

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