PROPOSALS OF SAMPO'S BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING
Sampo plc's Board of Directors has decided to make the following proposals to the Annual General Meeting to be held on 11 April 2005, in addition to which shareholders will make decisions on the standard items on the agenda as specified in article 20 of the Articles of Association.
Authorisation to buy back Sampo's own shares
The Board proposes that the Annual General Meeting authorise the Board to buy back Sampo's own shares and that such authorisation be valid until 11 April 2006. The maximum amount of A shares to be bought back will be 5 per cent of the company's share capital or of the number of votes attached to all shares.
The Board proposes that the Annual General Meeting authorise the Board to buy back Sampo's own shares and that such authorisation be valid until 11 April 2006. The maximum amount of A shares to be bought back will be 5 per cent of the company's share capital or of the number of votes attached to all shares.
By virtue of the authorisation, A shares can be bought back either through an offer made to all holders of A shares or through public trading in the Helsinki Stock Exchange. A shares can be bought back to be cancelled. Cancellation of the shares will require a separate decision of a General Meeting to lower the share capital.
A share buy-back will decrease the company's distributable unrestricted capital and reserves.
A share buy-back will decrease the company's distributable unrestricted capital and reserves.
Proposals for amendment of the Articles of Association
According to Article 2 of the Articles of Association, Sampo plc's domicile is Turku. As Sampo plc's head office has been moved to Helsinki, which is the current administrative domicile and location of Sampo plc's head office, there is good reason to make Helsinki the domicile.
It is proposed that Paragraph 3 of Article 8 of the Articles of Association, which contains a reference to the age of Board members at the beginning of their term of office, is removed. Sampo plc's Nomination and Compensation Committee is preparing a proposal on the composition of the Board for the Annual General Meeting, taking into account the Corporate Governance Recommendation for Listed Companies issued by the Helsinki Stock Exchange, according to which it is important for the work of the Board and its effective functioning that the Board is composed of directors with versatile and mutually complementing experience and capabilities. The Board members shall also report information on the basis of which shareholders can evaluate the operating capabilities of Board members and their relationships to the company.
The proposals of the Board are attached in full to this release.
SAMPO PLC
Jarmo Salonen
Head of Investor Relations
Tel. +358 10 516 0030
DISTRIBUTION:
Helsinki Exchanges
The principal news media
Financial Supervision
www.sampo.com
APPENDICES 1 - 3
APPENDIX 1
PROPOSAL OF SAMPO PLC'S BOARD FOR AUTHORISATION TO BUY BACK SAMPO'S OWN SHARES
Sampo plc's Board of Directors proposes that the Annual General Meeting authorise the Board to decide on buying back Sampo A shares having a counter-book value of EUR 0.17 per share (not an exact value), using funds available for profit distribution, as follows:
Sampo A shares can be bought back in one or more lots up to an amount the total counter-book value of which or the number of votes attached to which, combined with Sampo plc shares already held by Sampo plc and its subsidiary undertakings, is at maximum 5 percent of Sampo plc's registered share capital or the number of votes attached to all shares.
Sampo A shares can be bought back in one or more lots up to an amount the total counter-book value of which or the number of votes attached to which, combined with Sampo plc shares already held by Sampo plc and its subsidiary undertakings, is at maximum 5 percent of Sampo plc's registered share capital or the number of votes attached to all shares.
By virtue of the authorisation, A shares can be bought back in the following ways:
a) through an offer made to all holders of A shares, the price and terms of the offer being uniform and defined by the Board and in proportion to the shareholdings of shareholders; or
b)through public trading in the Helsinki Stock Exchange, in which case the shares will not be bought in proportion to the holdings of shareholders. In implementing the buy-back of Sampo shares, normal derivative, stock lending or other contracts may be made as permitted by the laws and regulations. The share price will be based on the public trading price of Sampo plc shares. The share price will be paid to the sellers of the shares in accordance with the rules of the Helsinki Stock Exchange and the regulations concerning share transaction payment times and other terms of payment in force at any particular time.
A shares may be bought back to be cancelled. Cancellation of the shares will require a separate decision of a General Meeting to lower the share capital.
A share buy-back will decrease the company's distributable unrestricted capital and reserves.
As the maximum amount of shares to be bought back by virtue of the proposed authorisation will be 5 percent of Sampo plc's share capital or of the votes attached to all shares, the buying back of A shares will not significantly affect the division of the shareholdings or voting rights of the company's other shareholders.
Shares and shares to be subscribed for on the basis of warrants and options issued earlier that are held by persons belonging to the inner circle of Sampo plc, as referred to in chapter 1, section 4, sub-section 1 of the Finnish Companies Act, together represent, according to the information available to the Board, approximately 42,8 per cent of Sampo plc's share capital and approximately 43,3 per cent of the total number of votes. The number is based on the currently outstanding share capital of Sampo plc, shareholdings of the said persons, and previously issued warrants and options assuming the warrants and options to be fully exercised. If there is no change in the aforementioned inner-circle holdings during the validity period of the authorisation and if Sampo plc buys back the maximum amount of shares authorised, the corresponding percentages after the share buy-back will be approximately 45,0 percent of Sampo plc's share capital and approximately 45,5 percent of the total number of votes.
The holder of all Sampo plc B shares has given consent to a buy-back of A shares.
The authorisation will be valid for one year from the Annual General Meeting until 11 April 2006.
A share buy-back will decrease the company's distributable unrestricted capital and reserves.
As the maximum amount of shares to be bought back by virtue of the proposed authorisation will be 5 percent of Sampo plc's share capital or of the votes attached to all shares, the buying back of A shares will not significantly affect the division of the shareholdings or voting rights of the company's other shareholders.
Shares and shares to be subscribed for on the basis of warrants and options issued earlier that are held by persons belonging to the inner circle of Sampo plc, as referred to in chapter 1, section 4, sub-section 1 of the Finnish Companies Act, together represent, according to the information available to the Board, approximately 42,8 per cent of Sampo plc's share capital and approximately 43,3 per cent of the total number of votes. The number is based on the currently outstanding share capital of Sampo plc, shareholdings of the said persons, and previously issued warrants and options assuming the warrants and options to be fully exercised. If there is no change in the aforementioned inner-circle holdings during the validity period of the authorisation and if Sampo plc buys back the maximum amount of shares authorised, the corresponding percentages after the share buy-back will be approximately 45,0 percent of Sampo plc's share capital and approximately 45,5 percent of the total number of votes.
The holder of all Sampo plc B shares has given consent to a buy-back of A shares.
The authorisation will be valid for one year from the Annual General Meeting until 11 April 2006.
Helsinki, 17 February 2005
SAMPO PLC
Board of Directors
APPENDIX 2
PROPOSAL OF SAMPO PLC'S BOARD OF DIRECTORS FOR AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Board of Directors of Sampo plc ("Sampo") proposes to the Annual General Meeting to be held on 11 April 2005 that Sampo's Articles of Association are amended to read as specified more exactly in the attachment.
Grounds for amending Article 2 of the Articles of Association
According to Article 2 of the Articles of Association, Sampo plc's domicile is Turku. As Sampo plc's head office has been moved to Helsinki, which is the current administrative domicile and location of Sampo plc's head office, there is good reason to make Helsinki the domicile.
Grounds for amending Article 8 of the Articles of Association
It is proposed that Paragraph 3 of Article 8 of the Articles of Association, which contains a reference to the age of Board members at the beginning of their term of office, is removed. Sampo plc's Nomination and Compensation Committee is preparing a proposal on the composition of the Board for the Annual General Meeting, taking into account the Corporate Governance Recommendation for Listed Companies issued by the Helsinki Stock Exchange, according to which it is important for the work of the Board and its effective functioning that the Board is composed of directors with versatile and mutually complementing experience and capabilities. The Board members shall also report information on the basis of which shareholders can evaluate the operating capabilities of Board members and their relationships to the company.
Grounds for amending Article 17 of the Articles of Association
It is proposed that the reference in the second paragraph of Article 17 of the Articles of Association to the publication of a Notice of General Meeting in a newspaper published in Turku is removed as a result of the above-mentioned amendment to Article 2 of the Articles of Association.
Helsinki, 17 February 2005
SAMPO PLC
Board of Directors
APPENDIX 1 BELONGING TO APPENDIX 2
To the Proposal of Sampo plc's Board of Directors for amendment of the Articles of Association
SAMPO PLC'S ARTICLES OF ASSOCIATION
CURRENT AMENDMENT PROPOSAL
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2 § DOMICILE OF THE COMPANY
The domicile of the Company is Turku.
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2 § DOMICILE OF THE COMPANY
The domicile of the Company is Helsinki.
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8 § THE BOARD OF DIRECTORS
The Board of Directors shall comprise no fewer than three and no more than ten members.
The term of office of a member of the Board of Directors is one year commencing immediately after the General Meeting of Shareholders at which the member was elected, and expires at the end of the Annual General Meeting following the election.
A person who before the commencement of the term of office has reached the age of 65 may not be elected as a member of the Board of Directors.
At their first meeting following the Annual General Meeting, the members of the Board of Directors shall annually elect from among their number a Chairman and a Vice Chairman for a term of office that will expire at the elections held after the following Annual General Meeting.
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8 § THE BOARD OF DIRECTORS
The Board of Directors shall comprise no fewer than three and no more than ten members.
The term of office of a member of the Board of Directors is one year commencing immediately after the General Meeting of Shareholders at which the member was elected, and expires at the end of the Annual General Meeting following the election.
At their first meeting following the Annual General Meeting, the members of the Board of Directors shall annually elect from among their number a Chairman and a Vice Chairman for a term of office that will expire at the elections held after the following Annual General Meeting.
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17 § The Annual General Meeting is held annually at a time specified by the Board of Directors, however, no later than the end of June.
The Notice to the General Meeting must be published in at least one newspaper published in Turku and one published in Helsinki, as determined by the Board of Directors, no later than a week before the date referred to in the Companies Act, Chapter 3 a, Section 11, Sub-Section 1.
The manner in which other information is to be conveyed to the Shareholders will be determined by the Board of Directors separately in each particular case. |
17 § The Annual General Meeting is held annually at a time specified by the Board of Directors, however, no later than the end of June.
The Notice to the General Meeting must be published in at least one newspaper published in Helsinki, as determined by the Board of Directors, no later than a week before the date referred to in the Companies Act, Chapter 3 a, Section 11, Sub-Section 1.
The manner in which other information is to be conveyed to the Shareholders will be determined by the Board of Directors separately in each particular case.
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APPENDIX 3
AUDITORS' STATEMENT
For Sampo plc's Annual General Meeting
We have reviewed the proposal dated 17 February 2005, made by Sampo plc's ("Sampo") Board of Directors to the Annual General Meeting concerning authorisation to buy back Sampo A shares.
As Sampo's auditors we hereby confirm that we have no objection to the grounds mentioned in the proposal for determining the buy-back price, or to the reasons for buying back the company's own shares mentioned in the proposal.
Helsinki, 17 February 2005
ERNST & YOUNG OY
Authorised Public Accountants
As Sampo's auditors we hereby confirm that we have no objection to the grounds mentioned in the proposal for determining the buy-back price, or to the reasons for buying back the company's own shares mentioned in the proposal.
Helsinki, 17 February 2005
ERNST & YOUNG OY
Authorised Public Accountants
Tomi Englund, Authorised Public Accountant