SAMPO PLC STOCK EXCHANGE RELEASE 14 March 2008 at 9.00 am
NOTICE OF ANNUAL GENERAL MEETING
Sampo plc's shareholders are invited to attend the Annual General Meeting to be
held on Tuesday, 15 April 2008 at 2 p.m. in the Congress Wing of Finlandia Hall
(access through the M1 and K1 entrances) at the street address
Mannerheimintie 13 e, 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 Article 14 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.
Under the proposal, a maximum of 50 000 000 Sampo A shares can be repurchased in
one or more lots. Sampo shares may be repurchased in other proportion than that
proportion in which the shareholders' shareholdings are distributed (private
repurchase).
The share price will be no higher than the highest price paid for Sampo shares
in public trading at the time of the purchase. In implementing the repurchase of
Sampo shares, normal derivative, stock lending or other contracts may be entered
into within the legal and regulatory limits, at the price determined by the
market.
Annual General Meeting documents
Copies of the financial statements documentation and the Board proposal will be
available for shareholders to view from 7 April, 2008 at Sampo plc, Group Legal
Affairs, Fabianinkatu 27, 2nd floor, Helsinki. In addition, the Board proposal
is available for viewing 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 2007 will be published during week 14.
Right to attend and vote at the Annual General Meeting
In order to attend and vote at the Annual General Meeting, shareholders
1) must be registered in the Shareholder Register of Sampo, maintained by the
Finnish Central Securities Depository Ltd, on Friday, 4 April 2008; and
2) must give prior notice of their intention to attend by 4 p.m. on Monday, 7
April 2008.
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 have been nominee-registered 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, 4 April 2008.
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 (0)10 516 0068 from Monday to Friday, 9 a.m. - 4 p.m.
(Finnish time);
c) by fax to +358 (0)10 516 0623; or
d) by letter to Sampo plc/Shareholder services, Fabianinkatu 27, 00100 Helsinki,
Finland.
Registration through the Internet, by telephone, by letter or by fax should
arrive at the company before the dead-line for registration, which is 4 p.m. on
Monday, 7 April 2008.
We respectfully request that any powers of attorney be sent in original to Sampo
plc's Shareholder Services 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 1,20 per share be paid for 2007. The dividend will be paid to those
shareholders who, on the record date for payment of dividends, Friday 18 April
2008, 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 Friday, 25 April 2008.
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, election of the Auditor, and
compensations
The Nomination and Compensation Committee of Sampo plc's Board proposes to the
Annual General Meeting, after hearing the major shareholders, that nine
Directors be elected to the Board for a term continuing until the close of the
next Annual General Meeting, and that Tom Berglund, Anne Brunila, Georg
Ehrnrooth, Jukka Pekkarinen, Christoffer Taxell, Matti Vuoria and Björn
Wahlroos, all current Directors, be re-elected. Furthermore, the Nomination and
Compensation Committee proposes that Lýdur Gudmundsson and Eira Palin-Lehtinen
be elected as new Directors.
In addition, the Nomination and Compensation Committee proposes that the Board
elect Georg Ehrnrooth from among their members as the Chairman of the Board. The
CVs of the proposed persons can be viewed on the Internet at www.sampo.com/ir.
The following compensation is proposed to be paid to the members of the Board of
Directors: for the Chairman of the Board an annual compensation of EUR 160,000,
for the Vice Chairman EUR 100,000, and for each other member EUR 80,000. 30
percent of each Director's annual compensation will be paid in Sampo A shares
and the rest in cash.
The Audit Committee of Sampo plc's Board proposes that Ernst & Young Oy be
elected as auditor for the company until the close of the next Annual General
Meeting.
Stockholm, 12 March 2008
SAMPO PLC
Board of Directors
DISTRIBUTION :
OMX Nordic Exchange Helsinki
Key media
Financial Supervision Authority
Insurance Supervision Authority
www.sampo.com