Decisions of Sampo plc’s Annual General Meeting

SAMPO PLC                        DECISIONS OF GENERAL MEETING         25 April 2024 at 4:35 pm

Decisions of Sampo plc’s Annual General Meeting

The Annual General Meeting of Sampo plc, held today on 25 April 2024, approved all the proposals made to the AGM by the Board of Directors and its Committees, including distribution of dividend of EUR 1.80 per share for 2023.

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 EUR 1.80 per share for 2023. The dividend will be paid to the shareholders registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy and to the holders of the Swedish depository receipts (SDRs) who are registered in the securities depository and settlement register maintained by Euroclear Sweden AB as at the record date of 29 April 2024. The dividend will be paid to Finnish shareholders on 7 May 2024 and to the SDR holders on 10 May 2024.

Election and remuneration of the Board members

The number of Board members remained unchanged at nine members. Christian Clausen, Georg Ehrnrooth, Jannica Fagerholm, Steve Langan, Risto Murto, Antti Mäkinen, Markus Rauramo and Annica Witschard were re-elected for a term continuing until the close of the next Annual General Meeting. Astrid Stange was elected as a new member to the Board. At its organisational meeting, the Board elected Antti Mäkinen as Chair and Jannica Fagerholm as Vice Chair. Christian Clausen, Georg Ehrnrooth, Risto Murto, and Antti Mäkinen (Chair) were elected to the Nomination and Remuneration Committee. Jannica Fagerholm (Chair), Astrid Stange, Steve Langan, Markus Rauramo and Annica Witschard were elected to the Audit Committee.

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 (previously EUR 228,000)
• EUR 135,000 for the Vice Chair of the Board (previously EUR 131,000)
• EUR 104,000 for each member of the Board (previously EUR 101,000)
• EUR 29,000 for the Chair of the Audit Committee as an additional annual fee (previously EUR 28,000)
• EUR 6,600 for each member of the Audit Committee as an additional annual fee (previously EUR 6,400).
  
  

A Board member shall, in accordance with the resolution of the Annual General Meeting, acquire Sampo plc A shares at the price paid in public trading for 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

The Authorised Public Accountant Firm Deloitte Ltd was re-elected as the Company’s auditor for the financial year 2024. APA ASA Jukka Vattulainen will continue as the auditor with principal responsibility. Deloitte Ltd will also act as the sustainability reporting assurance provider for the financial year 2024, with Jukka Vattulainen acting as the principal Authorised Sustainability Auditor.

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 Sampo plc A shares on the condition that the number of own shares held by the Company at any given time may not exceed 10 per cent of all the shares in the Company. If the Board decides on share issue without consideration in proportion to shares owned, the maximum number of shares that may be repurchased will be automatically multiplied by the same ratio without any separate decision. The repurchased shares will be cancelled.

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 Sampo plc, however at the latest until 30 June 2025.

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 Sampo plc's head office at Fabianinkatu 27, Helsinki, Finland, by the end of 9 May 2024.

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

Mirko Hurmerinta
IR Manager
tel. +358 10 516 0032

Distribution:
Nasdaq Helsinki
Nasdaq Stockholm
London Stock Exchange
FIN-FSA
The principal media
www.sampo.com

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