SAMPO PLC STOCK EXCHANGE RELEASE
13 February 2007 at 12.00 p.m.
PROPOSALS OF SAMPO´S BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING
Sampo plc's Board of Directors has decided to summon the Annual General Meeting
for 12 April, 2007. In addition to the standard items on the agenda as specified
in Chapter 5, Section 3 of the Finnish Companies Act and Article 20 of the
Articles of Association, shareholders will decide on the following proposals made
by the Board of Directors.
Authorisation to repurchase Sampo shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board to resolve to repurchase Sampo A shares. It is proposed that the
authorisation be valid until the close of the next Annual General Meeting. Sampo
A shares can be repurchased in one or more lots to a total of up to 10 per cent
of all the company's shares. Sampo shares may be repurchased in other proportion
than the shareholders' proportional shareholdings.
The share price will be no higher than the highest price paid for Sampo shares in
public trading at the time of purchase. In implementing the repurchase of Sampo
shares, normal derivatives, stock lending or other contracts may also be entered
into as permitted by the laws and regulations at the price determined by the
markets.
Amendments to the Articles of Association
It is proposed that amendments be made to the Articles of Association due to the
reform of the Companies Act and that certain other, mainly technical amendments
be made, in order to clarify the Articles of Association and to make them better
correspond to the current wording and provisions of the Act. Among the most
significant changes are the removal of the provisions regarding the amount of
share capital and the number of shares, and that the company has one Auditor
which must be an Authorised Public Accounting Firm.
It is proposed that Article 4, Article 5 paragraph 1, Article 6, Article 7,
Article 9, Article 10, Article 11, Article 13, Article 14, Article 15, Article
16, Article 17 paragraph 2, Article 19, Article 20 and Article 22 of the current
Articles of Association be amended.
The proposals of the Board are attached in full to this release and are also
available at the Internet address www.sampo.com/ir.
SAMPO PLC
Board of Directors
DISTRIBUTION:
Helsinki Stock Exchange
The principal news media
Financial Supervision
www.sampo.com
ATTACHMENTS 1-2
1. Proposal to authorise the Board of Directors to repurchase Sampo shares
2. Proposal for the amendment of the Articles of Association
ATTACHMENT 1
PROPOSAL BY THE BOARD OF DIRECTORS OF SAMPO PLC TO AUTHORISE THE BOARD OF
DIRECTORS TO REPURCHASE SAMPO SHARES
Sampo plc's ("Sampo") Board of Directors proposes that the Annual General Meeting
to be held on 12 April 2007 authorise the Board to resolve to repurchase Sampo A
shares using funds available for profit distribution.
Sampo A shares can be repurchased in one or more lots up to an amount that
corresponds with a maximum 10 per cent of all Sampo plc's shares. Sampo shares
may be repurchased in other proportion than the shareholders' proportional
shareholdings (private repurchase).
The share price will be no higher than the highest price paid for Sampo shares in
public trading at the time of purchase. In implementing the repurchase of Sampo
shares, normal derivatives, stock lending or other contracts may also be entered
into as permitted by the laws and regulations at the price determined by the
markets.
The holder of all Sampo B shares has given consent to the repurchase of A shares.
The authorisation will be valid until the close of the next Annual General
Meeting.
Helsinki, 13 February 2007
SAMPO PLC
Board of Directors
ATTACHMENT 2
THE BOARD'S PROPOSAL TO THE ANNUAL GENERAL MEETING TO BE HELD ON 12 APRIL 2007
REGARDING AMENDMENT OF THE ARTICLES OF ASSOCIATION
1. Proposed amendments
Sampo plc's ("Sampo") Board of Directors proposes to the Annual General Meeting
to be held on 12 April 2007 that Sampo's Articles of Association be amended, due
to the new Finnish Companies Act (L624/2006) that entered into force on 1
September 2006.
It is proposed that amendments be made to the Articles of Association due to the
reform of the Companies Act, and that other mainly technical amendments be made,
in order to clarify the Articles of Association and to make them better
correspond to the current wording and provisions of the Act. As a result of the
amendments, the Articles of Association now read as attached in Appendix A.
2. Amendments to the Articles of Association and justifications
Article 4 Minimum and maximum share capital
Under the new Companies Act, the share capital and its minimum and maximum
amounts need not be mentioned in the Articles of Association. If the Articles of
Association do not contain provisions regarding share capital, the Articles of
Association do not have to be modified when the share capital is raised or
lowered.
Therefore, it is proposed that Article 4 of the Articles of Association regarding
minimum and maximum share capital be removed, as it is redundant.
Article 5, paragraph 1 Nominal value and classes of shares
Under the Companies Act, shares have no nominal value unless otherwise required
by the Articles of Association. Sampo's shares have no nominal value, and
therefore it is proposed that Article 5, paragraph 1 be removed, as it is
redundant.
Article 6 Book-entry securities system and matching day procedure
The Companies Act requires it to be mentioned that the company's shares are
included in the book-entry securities system. Provisions related to the book-
entry securities system do not need to be included in the Articles of Association
as they originate directly from the Companies Act.
It is proposed that Article 6, paragraph 2 of the Articles of Association be
removed, as it is redundant.
Articles 7 & 11 Administrative organs and the Managing Director
Articles 7 & 11 of the Articles of Association both pertain to the company's
administrative organs and the appointment of the Managing Director. Provisions
concerning these are contained in the Companies Act in force.
It is proposed that Article 7 of the Articles of Association be replaced by
Article 11 of the Articles of Association.
Articles 9 & 10 The Board of Directors
Provisions regarding the competence of the Board of Directors or the duties and
operations of the Board of Directors do not need to be included in the Articles
of Association, as the related provisions originate directly from the Companies
Act.
It is proposed that Articles 9 & 10 of the Articles of Association be removed, as
they are redundant.
Article 13 Auditors
According to Article 13, paragraph 1 of the Articles of Association, Sampo shall
have no less than one (1) and no more than two (2) Auditors and, if the auditor
is a body other than a Public Accounting Firm, the requisite number of deputies.
According to Article 13, paragraph 3 of the Articles of Association, Sampo plc's
Auditor must be an Authorised Public Accountant authorised by the Central Chamber
of Commerce or an Authorised Public Accounting Firm authorised by the Central
Chamber of Commerce. According to Chapter 7, Section 3 of the new Companies Act,
the obligation to select a Deputy Auditor is only applicable in a situation in
which just one Auditor that is not an accounting firm is selected for a company.
Since 2002, Sampo has had only one Auditor, which has been an Authorised Public
Accounting Firm.
It is proposed that Article 13, paragraph 1 of the Articles of Association be
amended to correspond with the current practice, i.e. that Sampo plc shall have
one (1) auditor that is an Authorised Public Accounting Firm authorised by the
Central Chamber of Commerce. In addition, it is proposed that the provisions of
Article 13, paragraph 3 regarding the Deputy Auditor be removed, as they are
redundant.
Article 14 The Financial Statements
It is proposed that the heading of Article 14 be changed to "the financial year",
in which case it will correspond with the content of the Article.
Article 15 The Financial Statements
The Companies Act in force no longer contains the time limits mentioned in the
Articles of Association concerning the Financial Statements. Therefore, it is
proposed that Article 15 of the Articles of Association be removed.
Article 16 The General Meeting
Under the new Companies Act, the General Meeting must be held in the company's
domicile, unless another locality is specified in the Articles of Association.
The company's domicile has changed from Turku to Helsinki and there is no need to
designate another venue, in addition to the domicile, for the General Meeting.
Therefore, it is proposed that Article 16, paragraph 1 of the Articles of
Association be amended accordingly.
It is also proposed that the reference to the book-entry securities system in
Article 16, paragraph 3 be removed, as it is redundant.
Article 17, paragraph 2
According to Article 17, paragraph 2 of the Articles of Association, the Notice
of General Meeting must be published no later than a week before the fixed date
referred to in Chapter 3 a, Section 11, Subsection 1 of the Companies Act. In the
new Companies Act, the above-mentioned fixed date corresponds to Chapter 4,
Section 2, Subsection 2. It is proposed that Article 17, paragraph 2 be
technically amended so that said provision in the Articles refers to Chapter 4,
Section 2, Subsection 2 of the Companies Act in force rather than Chapter 3 a,
Section 11, Subsection 1 of the old Companies Act.
Article 19
The content of Article 19 of the Articles of Association corresponds with Chapter
5, Section 27 of the current Companies Act. On the other hand, the Companies Act
also contains provisions on stricter qualified majority decisions which are not
apparent from the Articles of Association. For this reason and because there is
no need to repeat the Act in the Articles of Association, it is proposed that
Article 19 of the Articles of Association be removed, as it is redundant.
Article 20
Under the Companies Act in force, the General Meeting approves the Financial
Statements, rather than the Profit and Loss Account and Balance Sheet. For this
reason, Article 20, paragraphs 1 and 2 of the Articles of Association must be
amended to correspond with the new Companies Act.
Under the Companies Act in force, the loss is transferred to the profit/loss
account of the financial year without separate decision. Therefore, it is
proposed that the reference to loss in Article 20, paragraph 4 of the Articles of
Association be removed, as it is redundant.
It is proposed above in this Board proposal that the reference to the Deputy
Auditor contained in Article 13 of the Articles of Association be removed, as it
is redundant. If the proposed amendment is made to Article 13, the references to
the Deputy Auditor in Article 20, paragraphs 7 and 9 of the Articles of
Association must be removed accordingly.
Article 22 Redemption obligation
As it was proposed earlier in this Board proposal that several provisions in the
Articles be removed entirely, the numbering of the Articles of Association will
change correspondingly. If the proposed amendments are carried out, Article 22 of
the Articles of Association must be amended technically so that, when referring
to the notice to be issued to shareholders in redemption procedures, Article 12
of the new Articles of Association, regarding the Notice of General Meeting, be
referred to rather than Article 17 of the old Articles of Association.
Amendment to numbering and headings
It is proposed that, if the amendments to the Articles of Association referred to
in this Board proposal are approved, the numbering of the Articles of Association
be modified accordingly.
It is also proposed that the Articles of Association be amended technically with
respect to the headings of the provisions in the Articles, by changing the
headings to correspond with the amended content of the provisions in the
Articles.
Helsinki, 13 February 2007
SAMPO PLC
Board of Directors
ATTACHMENT A Complete new Articles of Association
SAMPO PLC'S ARTICLES OF ASSOCIATION
§ 1 NAME OF THE COMPANY
The name of the Company is Sampo Oyj, in Swedish Sampo Abp and in English Sampo
plc.
§ 2 DOMICILE OF THE COMPANY
The domicile of the Company is Helsinki.
§ 3 FIELD OF ACTIVITY OF THE COMPANY
The Company's field of activity is to own and administer shares, other securities
and real estate, and to trade in securities and carry on other investment
activities. The company takes care of the corporate administrative tasks of
credit institutions, insurance companies and other companies belonging to the
Group that must be managed centrally.
§ 4 CLASSES OF SHARES
The shares are divided into A Shares and B Shares, whereby A Shares number at
least 179,000,000 and at most 711,200,000 and B Shares number at least 0 and at
most 4,800,000. Each A Share entitles the holder to one vote and each B Share to
five votes at the General Meeting of Shareholders.
A B Share can be converted into an A Share at the request of the holder of a B
share or, with respect to shares entered in the administrative register, at the
request of the person entered in the Shareholders' Register as being responsible
for the administrative registration. The claim for conversion shall be made in
writing to the Company. The claim shall include the number of the shares to be
converted and the book-entry securities account where the shares have been
registered. The Company may request that an entry be made in the Shareholder's
book-entry securities account for the duration of the conversion procedure,
restricting the owner's right of disposal. The conversion and any related details
shall be resolved by the Board of Directors or the person authorised by them.
§ 5 BOOK-ENTRY SECURITIES SYSTEM
The Company's shares shall be entered in the book-entry securities system.
§ 6 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 expiring 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.
§7 THE MANAGING DIRECTOR
The Company has a Managing Director, who is also the Chief Executive Officer of
the Group.
§ 8 AUTHORISATION TO SIGN FOR THE COMPANY
The Company is signed for by members of the Board of Directors and the Managing
Director, two together, and by persons authorised by the Board of Directors
either two together or each severally with the Managing Director.
The Board of Directors can resolve on the granting of procurations so that the
procuration holders sign for the company two together or each severally together
with a person authorised to sign for the company.
§ 9 AUDITORS
The Company shall have one (1) Auditor that must be an Authorised Public
Accounting Firm authorised by the Central Chamber of Commerce.
The Auditor's term of office lasts from its election until the end of the
following Annual General Meeting.
§ 14 THE FINANCIAL YEAR
The financial period of the Company is one calendar year.
§ 11 THE GENERAL MEETING
The Shareholders of the Company exercise their decision-making power at the
General Meetings of Shareholders. The General Meeting shall be held in Helsinki.
In order to be entitled to attend the General Meeting, the Shareholder must
report to the Company by the time specified in the Notice of Meeting, no earlier
than 10 days before the Meeting.
§ 12 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 of 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 4, Section 2,
Subsection 2.
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.
§ 13 The General Meeting of Shareholders is opened by the Chairman or Vice
Chairman of the Board of Directors or, in the event of their being prevented from
doing so, by the Managing Director, after which those Shareholders present and
entitled to exercise their votes will elect a Chairman for the Meeting.
Any ballot held at the General Meeting will be carried out in the manner
determined by the Chairman of the Meeting.
In the event of the votes being cast equally, the Chairman is deemed to have the
casting vote.
§ 14 THE ANNUAL GENERAL MEETING
receives
1. the Financial Statements;
2. the Auditor's Report;
resolves
3. on the approval of the Financial Statements;
4. on such courses of action as the profit shown on the approved Financial
Statements give occasion for;
5. on the release of the members of the Board of Directors and the Managing
Director from personal liability;
6. on the number of members of the Board of Directors and their remuneration;
7. on the remuneration of the Auditor;
elects
8. the members of the Board of Directors;
9. the Auditor and
handles
10. any other business announced in the Notice of Meeting.
§ 15 ARBITRATION CLAUSE
Any dispute arising between, on the one hand, the Company and, on the other hand,
the Board of Directors, a member of the Board of Directors, the Managing
Director, an Auditor or a Shareholder, is to be submitted to arbitration as
prescribed under the Arbitration Proceedings Act.
§ 16 REDEMPTION OBLIGATION
A Shareholder whose holding of all shares or of all votes relating to the shares
- either alone or together with other Shareholders in the manner specified below
- reaches or exceeds 33 1/3 per cent or 50 per cent (Shareholder with obligation
to redeem), is obliged to redeem, at the presentation of a claim by other
Shareholders (Shareholders entitled to redemption), their shares and the
documents entitling to the shares, as stipulated in the Finnish Companies Act, in
the manner prescribed in this Article.
In calculating the Shareholder's holding of the Company's shares and of the votes
relating to the shares, those shares shall also be counted that belong to
- a corporation which under the Finnish Companies Act belongs to the same group
of companies as the Shareholder,
- a company that, at the time of drawing up consolidated final accounts under the
Accounting Act, is considered to belong to the same group of companies as the
Shareholder,
- a pension foundation or a pension fund of the corporations or companies
referred to above, and
- a non-Finnish corporation or company which - were it Finnish - would belong to
the same group of companies as the Shareholder in the manner referred to above.
If the redemption obligation arises on the basis of an aggregate of holdings or
votes, the Shareholders with an obligation to redeem will answer jointly and
severally for the implementation of the redemption with respect to the
Shareholders entitled to redemption. In such a case the redemption claim shall be
considered to be directed to all Shareholders obliged to redeem, even if this has
not been explicitly expressed.
Should two Shareholders reach or exceed the maximum holding or number of votes
constituting the redemption obligation in such a manner that both are obliged to
redeem simultaneously, the Shareholder entitled to redemption may demand
redemption from each of them separately.
The redemption obligation does not apply to those shares or to those securities
entitling the holder to shares that the Shareholder claiming redemption has
acquired after the redemption obligation has arisen.
Redemption price
The redemption price of shares is the higher of the following:
a) the weighted average of the trading rates of the share on the Helsinki
Exchanges during the last ten (10) trading days preceding the date on which the
Company was notified by the Shareholder having the obligation to redeem, that the
aforementioned maximum holding or number of votes has been reached or exceeded
or, in the case that the said notification has not been made or received within
the time limit, of the date when the Company's Board of Directors was otherwise
informed of it;
b) the average rate weighted by the number of shares paid by the Shareholder
having the obligation to redeem for the shares he has acquired or otherwise
received during the last twelve (12) months preceding the day referred to in item
a) above.
Should any title affecting the average rate be denominated in a foreign currency,
its counter-value is calculated in euros, applying the rate confirmed by the
European Central Bank for the currency in question seven (7) days prior to the
day on which the Board of Directors notifies the Shareholders of the possibility
to redeem shares.
What has been stated above on the determination of a redemption price for shares
is also applied to other securities falling subject to redemption.
Redemption procedure
A Shareholder having the obligation to redeem shall, within seven (7) days of the
day on which the redemption obligation has arisen, notify the Company's Board of
Directors of this in writing to the Company's address. The notification shall
include information on the number of shares held by the Shareholder with the
obligation to redeem, and on the number and prices of the shares acquired or
otherwise received by the Shareholder having the obligation to redeem during the
last twelve (12) months. The notification shall also include an address at which
the Shareholder having the obligation to redeem can be reached.
The Board of Directors shall inform the Shareholders of the fact that a
redemption obligation has arisen within 45 days of the date on which the Board
received the aforementioned notification or, in the case that the said
notification has not been made or received within the time limit, of the date
when the Board was otherwise informed of the arising of the redemption
obligation. The notification shall include information on the time when the
redemption obligation has arisen and on the basis for determining the redemption
price, insofar as these are known to the Board, and the day on which the claim
for redemption is at the latest to be made. The notification to Shareholders
shall be given observing the stipulations on the delivery of a Notice of Meeting
in Article 12 of the Articles of Association.
A Shareholder entitled to redemption shall claim for redemption in writing within
30 days of the notice by the Board of Directors concerning the redemption
obligation. A claim for redemption submitted to the Company shall include the
number of shares and other securities to which the claim applies. The Shareholder
claiming redemption shall concurrently provide the Company with any share
certificates or other documents entitling to the shares, to be surrendered
against the redemption price to the party with the obligation to redeem.
If the claim has not been submitted within the time limit and in a manner
specified above, the Shareholder's right to claim for redemption lapses with
respect to the redemption situation in question. A Shareholder entitled to
redemption has the right to cancel his claim as long as the redemption has not
taken place.
After the time limit reserved for the Shareholders entitled to redemption has
expired, the Board of Directors shall inform the Shareholders having an
obligation to redeem of the claims for redemption submitted. Within 14 days of
receiving the information on the claims for redemption, the Shareholder having an
obligation to redeem shall remit the redemption price in the manner determined by
the Company against the surrender of shares and securities entitling to shares
or, if the shares to be redeemed have been entered in the book-entry securities
accounts of the Shareholders in question, against a receipt issued by the
Company. In this case the Company shall see to it that the redeemer is
immediately registered in the book-entry securities account as the owner of the
redeemed shares.
Liquidated damages at an annual rate of 16 per cent shall be calculated on the
redemption price which has not been paid within the time limit, starting from the
day on which the redemption should have been made at the latest. If the
Shareholder having the obligation to redeem has also failed to observe what has
been prescribed above on the obligation to notify, the liquidated damages shall
be calculated as from the day on which the obligation to notify should have been
fulfilled at the latest.
If the Shareholder having the obligation to redeem fails to observe the
stipulations of this Article, the shares owned by the Shareholder having the
obligation to redeem, and those shares that are counted, in accordance with what
has been prescribed above in this Article, when calculating the proportion that
constitutes the basis for the redemption obligation, shall entitle the
Shareholder, unless otherwise stipulated by law, to vote at the Company's General
Meetings of Shareholders only insofar as the number of votes provided by the
shares is less than one third (1/3) or correspondingly less than 50 per cent of
the total number of votes of all of the Company's shares.
Other stipulations
The redemption obligation referred to in this Article does not apply to a
Shareholder who can show that the maximum holding or votes constituting the
redemption obligation was reached or exceeded before or concurrently with the
registration of this stipulation of the Articles of Association in the trade
register.
Any disputes concerning the aforementioned redemption obligation, the related
right to claim redemption or the amount of the redemption price shall be
submitted to arbitration in the Company's domicile as prescribed under the
Arbitration Proceedings Act (967/92). The laws of Finland shall be observed in
the arbitration.