SAMPO PLC STOCK EXCHANGE RELEASE 1 (XX)
19 February 2007, at 9.45 a.m.
NOTICE OF ANNUAL GENERAL MEETING
Sampo plc's shareholders are invited to the Annual General Meeting to be held on
Thursday, 12 April 2007 at 2 p.m. at the Helsinki Fair Centre, entry through the
Congress Wing, address Messuaukio 1, 00520 Helsinki. Registration of the 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 Chapter 5, Section 3 of the
Finnish Companies Act and in Article 20 of the Articles of Association
2. The Board of Directors' proposal for authorisation to decide on repurchasing
Sampo shares
The Board of Directors of Sampo plc ("Sampo") proposes that the Annual General
Meeting authorise the Board to decide on repurchasing 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.
3. The Board's proposal for the amendment of the Articles of Association
Sampo plc's ("Sampo") Board of Directors proposes to the Annual General Meeting
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 Article 4, Article 5 paragraph 1, Articles 6, 7, 9, 10,
11, 13, 14, 15, 16, Article 17 paragraph 2, and Articles 19, 20 and 22 of 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. 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.
Annual General Meeting documents
Copies of the documents pertaining to the financial statements and the Board
proposals together with attachments will be available for shareholders to view
from 30 March, 2007 at Sampo plc, Group Legal Affairs, Unioninkatu 22, 6th
floor, Helsinki. In addition, the Board proposals including all the information
regarding the amendment of the Articles of Association can be viewed immediately
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 2006 will be
published during week 13.
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 Shareholder Register of Sampo, held by the Finnish
Central Securities Depository Ltd, on Monday, 2 April 2007; and
2) must give prior notice to attend the Meeting by 4 p.m. on Wednesday, 4 April
2007.
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 in the administrative register 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, 2 April 2007.
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 a.m. - 4 p.m.
(Finnish time);
c)by fax to +358 10 513 0623; or
d)by letter to Sampo plc/shareholder services, P.O.Box 1026, 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, 4 April 2007.
We kindly request that any powers of attorney be sent in original to Sampo plc's
shareholder services 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 1,20 per share be paid for 2006. The dividend will be paid to those
shareholders who, on the record date for payment of dividends (Tuesday 17 April,
2007), are registered in the company's Shareholder Register kept by the Finnish
Central Securities Depository Ltd. The Board proposes to the Annual General
Meeting that the dividend be paid on Tuesday, 24 April, 2007.
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
Sampo plc's Nomination and Compensation Committee proposes to the Annual General
Meeting that eight Directors be elected to the Board for a term continuing until
the close of the next Annual General Meeting. The Nomination and Compensation
Committee proposes that Tom Berglund, Anne Brunila, Georg Ehrnrooth, Jukka
Pekkarinen, Jussi Pesonen, Christoffer Taxell, Matti Vuoria ja Björn Wahlroos,
all current Directors, be re-elected.
In addition, the Nomination and Compensation Committee proposes that the Board
elect Georg Ehrnrooth from among their number as the Chairman of the Board. The
CVs of the proposed persons can be viewed at the Internet address
www.sampo.com/ir.
Sampo plc's Audit Committee proposes the continued election of one Auditor for
the company and that Ernst & Young Oy be elected as the Auditor until the close
of the next Annual General Meeting.
Helsinki, 13 February 2007
SAMPO PLC
Board of Directors
DISTRIBUTION:
The Helsinki Stock Exchange
The principal media
www.sampo.com
Financial Supervisory Authority