SAMPO PLC Stock Exchange Release
2 March 2005 at 9:00
NOTICE OF ANNUAL GENERAL MEETING
Sampo plc's shareholders are invited to the Annual General Meeting to be held on Monday, 11 April 2005 at 2 p.m. in the congress wing of Finlandia Hall, address Mannerheimintie 13 e, Helsinki. Registration of persons who have given prior notice to attend and distribution of voting tickets will commence at 12.30 p.m.
The following matters will be on the agenda of the Meeting:
1. The Annual General Meeting business specified in Article 20 of the Articles of Association
2. Board of Directors' proposal for authorisation to decide on buying back Sampo shares
The 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.
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.
3.Proposal by the Board of Directors for amendment of the Articles of Association
The Board of Directors proposes that Sampo plc's Articles of Association be amended as follows:
- 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.
- 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.
Annual General Meeting documents
Copies of the Annual Accounts and the proposals of the Board of Directors together with appendices will be available for shareholders to view from 1 April 2005 at Sampo plc, Group Legal Affairs, Unioninkatu 22, 6th floor, Helsinki and at Sampo Bank plc, Yliopistonkatu 18, 2nd floor, information desk, Turku. In addition the proposals of the Board are available on Sampo's Internet pages at www.sampo.com/agm. Copies of these documents will be sent to shareholders on request. Sampo plc's Annual Report for 2004 will be published during week 12.
Right to attend and vote at the Annual General Meeting
In order to attend and have the right to vote at the Annual General Meeting, shareholders
1) must be registered in the company's Shareholder Register, held by the Finnish Central Securities Depository Ltd, on Friday, 1 April 2005; and
2) must give prior notice to attend the Meeting by 4 p.m. on Wednesday, 6 April 2005
Any shareholder whose shares have not been transferred to the book-entry system shall have the right to participate in the Annual General Meeting provided that the shareholder was registered in the company's Shareholder Register by 12 September, 1997 and that the shareholder has registered for the Annual General Meeting no later than 4 p.m. on Wednesday 6 April 2005. In this case the shareholder must, upon arrival at the Annual General Meeting, present his/her share certificate or other proof that the ownership right to the shares has not been transferred to a book-entry account.
Registration in the Shareholder Register
Any shareholder whose shares have been entered in his/her personal book-entry account is registered in the company's Shareholder Register. Those shareholders whose shares are registered under a nominee and who wish to participate in the Annual General Meeting and exercise their voting rights should temporarily register in the Shareholder Register no later than the record date for the Annual General Meeting, 1 April 2005.
Registering for the Annual General Meeting
A shareholder may register for the Annual General Meeting either
a)through Sampo's Internet pages at www.sampo.com/agm;
b) by telephone to +358 10 513 6034 from Monday to Friday 8.00 a.m. - 4.00 p.m. (Finnish time);
c) by fax to +358 10 513 2744; or
d) by letter to Sampo plc/Equity Issues, P.O. Box 1023, FI-00075 SAMPO.
Registration through the Internet, by telephone, by letter or by fax should arrive at the company before the deadline for registration, which is 4 p.m. on Wednesday, 6 April 2005.
We kindly request that any powers of attorney be sent in original to Sampo plc's Equity Issues unit at the address shown above in point d) before the deadline for registration.
Payment of dividends
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0,20 per share be paid for 2004. The dividend will be paid to those shareholders who, on the record date for payment of dividends (Thursday, 14 April 2005), are registered in the company's Shareholder Register kept by the Finnish Central Securities Depository Ltd. The Board will propose to the Annual General Meeting that the dividend be paid on Thursday, 21 April 2005.
For those shareholders who have not transferred their share certificates to the book-entry system by the record date for payment of dividends, the dividend will be paid after the transfer of their shares to the book-entry system.
Composition of the Board of Directors and election of the auditor
After hearing the major shareholders Sampo plc's Nomination and Compensation Committee will propose to the Annual General Meeting that the number of Board members be eight and that the present members - Tom Berglund, Anne Brunila, Georg Ehrnrooth, Jyrki Juusela, Olli-Pekka Kallasvuo, Christoffer Taxell, Matti Vuoria and Björn Wahlroos - be re elected for a term of office which continues until the closing of the following Annual General Meeting.
In addition Sampo plc's Audit Committee has announced that it will propose the continued election of one auditor for the company and that Ernst & Young Oy be elected as the auditor until the closing of the following Annual General Meeting.
Helsinki 17 February, 2005
SAMPO PLC
BOARD OF DIRECTORS
DISTRIBUTION:
Helsinki Stock Exchange
The principal media
Financial Supervision
www.sampo.com