Sampo plc, stock exchange release, 9 December 2024 at 3:00 pm EET
Proposals of the Nomination and Remuneration Committee of Sampo plc’s Board of Directors to the Annual General Meeting
The Nomination and Remuneration Committee of Sampo plc’s Board of Directors has made proposals for the remuneration, number, and members of the Board of Directors to the Annual General Meeting (AGM) to be held on 23 April 2025.
The Nomination and Remuneration Committee proposes to the AGM that the following annual fees be paid 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).
The Nomination and Remuneration Committee proposes to the AGM that the number of Board members is decreased by one and that eight members be elected to the Board. The Committee proposes that the current members of the Board Christian Clausen, Steve Langan, Risto Murto, Antti Mäkinen, Markus Rauramo, Astrid Stange and Annica Witschard be re-elected for a term continuing until the close of the next AGM. Of the current members, Georg Ehrnrooth and Jannica Fagerholm are not available for re-election. The Committee proposes that Sara Mella be elected as a new member to the Board. The Nomination and Remuneration Committee proposes that the Board members elect Antti Mäkinen from among its number as the Chair of the Board and Risto Murto as the Vice Chair.
The proposals of the Nomination and Remuneration Committee and the CV of Sara Mella are attached in full to this release.
SAMPO PLC Nomination and Remuneration Committee
For more 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 The principal media FIN-FSA www.sampo.com
APPENDIX 1
Proposal for the remuneration of the members of the Board of Directors
The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that the following annual fees be paid to the members of the Board of Directors until the close of the next Annual General Meeting:
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).
In determining the proposed fees, the Committee performs regular benchmarking against companies similar to Sampo Group. Based on this comparison, the Committee has concluded that the proposed annual fees are on a level comparable to the average annual fees paid to Board members of international peers. The Committee has also considered how regulations applicable to Sampo Group add to the demands and scope of the Board’s work.
Sampo plc will cover any statutory social and pension costs incurred by Board members that have permanent residence outside of Finland, in accordance with the relevant national legislation. Additionally, all expenses related to the Board membership, including actual travel and accommodation costs, as well as potential consulting, legal, and administrative expenses, will either be paid directly on behalf of or reimbursed to the respective Board member.
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.
A Board member shall make the purchase of shares during 2025 after the publication of the Interim Statement for January-September 2025 or, if this is not feasible due to applicable regulations, on the first possible date thereafter.
A Board member shall be obliged to retain the Sampo plc A shares purchased pursuant to this proposal under his/her ownership for two years from the purchasing date. The disposal restriction on the Sampo shares shall, however, be removed earlier in case the director’s Board membership ends prior to the release of the restricted shares i.e. the shares will be released simultaneously when the term of the Board membership ends. If the director’s Board membership ends prior to the close of the next Annual General Meeting, the annual fees paid to such Board member may be recovered in proportion to the term of the Board membership left unserved.
9 December 2024
SAMPO PLC Nomination and Remuneration Committee
APPENDIX 2
Proposal for the number of members of the Board of Directors and the members of the Board of Directors
Number of members and composition of the Board of Directors
The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that the number of Board members is decreased by one and that eight members be elected to the Board.
The Nomination and Remuneration Committee of the Board of Directors proposes that the current members of the Board Christian Clausen, Steve Langan, Risto Murto, Antti Mäkinen, Markus Rauramo, Astrid Stange and Annica Witschard be re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members, Georg Ehrnrooth and Jannica Fagerholm are not available for re-election. The Committee proposes that Sara Mella be elected as a new member to the Board.
The Nomination and Remuneration Committee proposes that the Board members elect Antti Mäkinen from among its number as the Chair of the Board and Risto Murto as the Vice Chair. It is the opinion of the Nomination and Remuneration Committee that the proposed Board of Directors and all of its members are suitable for the assignment both collectively and as individuals. Further, the Committee is of the opinion that electing the Board as a whole is justified to ensure sufficiently diverse and complementary expertise and that the composition as a whole reflects Sampo plc’s short and long-term needs.
New Board member
Sara Mella brings with her more than three decades of banking experience, defined by a remarkable and thriving career at Nordea Bank. She has worked broadly with both customer business and development responsibilities, and since 2019 Mella has worked as the Head of Personal Banking and as a member of Nordea’s Group Leadership Team. Therefore, she’s able to offer a unique perspective and proven competence relevant to the continued development of business area Private, as well as the digitalisation of the whole Group. Mella was born in 1967 and holds a Master of Science in Economics from the University of Tampere.
Diversity and independence
When proposing the composition of the Board of Directors, the aim of the Nomination and Remuneration Committee is to ensure that the Board of Directors is composed of first-rate professionals and that the Board of Directors as a whole for the purpose of its work possesses the requisite knowledge of and experience in the social, business and cultural conditions of the regions and markets in which the main activities of the Group are carried out.
When determining the criteria for suitable Board members to be proposed herein, the Committee has, in light of Sampo Group’s strategy and current phase of the Group’s businesses, assessed that the composition of Sampo plc’s Board of Directors shall further emphasise expertise in the Group’s business areas. When proposing the composition of the Board of Directors, it is recognised that diversity, including age, gender, geographical provenance and educational and professional background, is an important factor in accordance with the Sampo plc Board Diversity Policy.
According to the target set by the Board, when the Board consists of eight members, each gender shall be represented by at least three members. The Committee has assessed that the proposed Board composition fulfils the goals of the Board Diversity Policy.
All the proposed 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. Further, the Committee has also verified that the proposed Board composition is in line with the Finnish Corporate Governance Code 2025. In so determining, the Committee has taken into account that Risto Murto will have served on Sampo plc’s Board of Directors in excess of 10 consecutive years. Based on an overall assessment, the Committee has determined that Risto Murto’s independence is not compromised due to his long service history on its own, and no other factors or circumstances have been identified that would impair his independence.
All Board members are required to fulfil the fitness & propriety requirements set by supervisory authorities.
9 December 2024
SAMPO PLC Nomination and Remuneration Committee
Annex: Curriculum Vitae of Sara Mella
Curriculum Vitae
Sara Mella Born 1967
Education:
University of Tampere - Master of Science, Economics 1991
Career:
Nordea Bank Abp - Head of Personal Banking, Executive Vice President 2019- - Head of Personal Banking Finland, Executive Vice President 2018–2019 Nordea Bank Ab - Head of Commercial Hub Finland, Executive Vice President, Personal Banking 2018 - Nordic Head of Savings and Investment Distribution, Executive Vice President, Personal Banking 2017–2018 - Several other positions in Nordea in 1991–2007 and 2010–2017 Otava Publishing Company Ltd - Managing Director 2008–2009
Positions of trust:
Confederation of Finnish Industries, Member of the Board 2024- European Banking Federation, Member of the Board 2023- Finance Finland, Member of the Board 2022–2024, Chair of the Board 2024- Nordea Asset Management Holding, Member of the Board 2022- Nordea Art Foundation, Member of the Board 2020–2021, Chair of the Board 2021-
