Sampo plc, stock exchange release, 26 March 2025 at 10:20 am EET
Proposals of the Board of Directors of Sampo plc and its Audit Committee to the Annual General Meeting
The Board of Directors of Sampo plc and its Audit Committee have made proposals for the election and remuneration of the Auditor and the Sustainability Reporting Assurance Provider as well as a proposal for repurchase of own shares to Sampo’s Annual General Meeting (AGM) to be held on 23 April 2025.
The Audit Committee proposes to the AGM that the Authorised Public Accountant Firm Deloitte Ltd be re-elected as the Company’s Auditor and Sustainability Reporting Assurance Provider for the financial year 2025. Furthermore, the Audit Committee proposes 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 AGM 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. The repurchased shares will be cancelled. It is proposed that the authorisation be valid until the close of the next AGM, however no longer than 18 months from the AGM's decision.
The proposals of the Nomination and Remuneration Committee to Sampo AGM were published on 9 December 2024. In addition, the Board proposal for distribution of profit was published on 6 February 2025. These proposals,as well as the proposals of the Audit Committee, are available at www.sampo.com/agm. The proposals of the Audit Committee are also attached in full to this release.
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
APPENDIX 1
Proposal 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 Accountant Firm Deloitte Ltd has acted as Sampo plc’s Auditor since 2021 and as Sampo plc’s sustainability reporting assurance provider since 2024.
Sampo plc’s fees to Deloitte Ltd for statutory audit services in 2024 totaled to approximately EUR 450,000 and approximately EUR 137,000 for sustainability reporting assurance. In addition, Sampo plc’s fees to Deloitte Ltd for non-audit services totalled to approximately EUR 204,000.
Sampo Group’s fees to audit firm Deloitte for statutory audit services in 2024 totaled to approximately EUR 4,322,000. In addition, Sampo Group’s fees for non-audit services to audit firm Deloitte totalled to approximately EUR 712,000, which is at most approximately 16.5 per cent of Sampo Group’s fees to audit firm Deloitte for statutory audit services.
The Auditor’s fees for services provided to Sampo Group have been presented in note 6 of the consolidated financial statements.
26 March 2025
SAMPO PLC Audit Committee
APPENDIX 2
Proposal 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 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. Jukka Vattulainen has acted as the Company’s principally responsible auditor since 2021.
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. Jukka Vattulainen has acted as the Company’s principal Authorised Sustainability Auditor since 2024.
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 European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC) that restrict the choice as regards the election of a statutory auditor or audit firm.
The election of Deloitte Ltd as the Company’s Sustainability Reporting Assurance Provider is conditional on Deloitte Ltd being elected as the Company’s Auditor.
26 March 2025
SAMPO PLC Audit Committee
APPENDIX 3
Proposal for authorisation to decide on the repurchase of the company’s own shares
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 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 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.
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. 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. The holder of all of Sampo plc's B shares has given its consent to a buy-back of A shares.
