The Finnish Companies Act and Sampo plc's Articles of Association determine the issues that have to be dealt with at a General Meeting of Shareholders (jurisdiction of the AGM). Customarily, a General Meeting deals with, in addition to issues determined by the law and Articles of Association, the issues presented by the Board of Directors. Furthermore, according to the Companies Act, a shareholder has the right to require a certain issue to be dealt with at the General Meeting, providing the issue falls within the scope of competence of the General Meeting.
The Board of Directors convenes a shareholder meeting by publishing notice of the meeting in at least one newspaper published in Helsinki at least three weeks before the General Meeting and no later than nine days before the record date of the General Meeting. The notice to a General Meeting shall also be made public via a stock exchange release, as well as being published on Sampo plc's internet site.
The notice and other documents of the General Meeting, including the proposals of the Board of Directors and its committees, as well as the Annual Report, are available on Sampo plc's internet site at least three weeks before the General Meeting.
Annual General Meetings
The Annual General Meeting (AGM) is held annually to present information regarding the company's performance and to deal with such matters as adopting the previous year's income statement and balance sheet, setting the dividend and its payment, and appointing members of the Board of Directors and the Auditor.
According to Sampo plc's Articles of Association, the AGM
1. the Financial Statements
2. the Auditors' Report
3. the acceptance of the Financial Statements
4. the measures occasioned by the profit shown in the accepted Financial Statements
5. the release from liability of the members of the Board of Directors and the Managing Director
6. the number of members of the Board of Directors and their fees
7. the fees of the Auditor
8. the members of the Board of Directors
9. the Auditor
10. any other business on the meeting agenda.
Extraordinary General Meetings
An Extraordinary General Meeting (EGM) is convened when considered necessary by the Board of Directors. It is also possible that an Auditor or shareholder(s) together holding a minimum of one tenth of all the shares in the company request in writing that an EGM shall be convened to discuss a specified matter which they have raised.
Attending a Shareholders' Meeting
By attending shareholders' meetings, shareholders may exercise their voting rights, right to request information and participate in the decision-making process of Sampo plc.
At a shareholders' meeting, each Sampo plc A share carries one vote, while each Sampo plc B share carries five votes.
Shareholders may attend a meeting either in person or by proxy. Notification regarding attending a meeting must be made by the date mentioned on the notice to the meeting. A shareholder who on the record date is registered to Sampo plc's shareholder's ledger maintained by Euroclear Finland Ltd (formerly Finnish Central Securities Depository Ltd) is entitled to attend a shareholders' meeting. A shareholder, whose shares are registered to his/her personal book-entry account, is registered to Sampo plc's shareholder ledger. Consequently, any shareholder, whose shares are nominee registered, and who wishes to attend a shareholders' meeting, has to temporarily register his/her shares to Sampo plc's shareholder ledger.
Minutes of the General Meetings
The minutes of the General Meetings are published for display to shareholders within two weeks of the meeting. In addition, the decisions of the General Meetings shall be made public without delay through a stock exchange release following the meeting.