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 (competence of a general meeting). 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 on Sampo plc’s website 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 published by a stock exchange release.
The notice and other documents of the General Meeting, including the proposals of the Board of Directors and its committees to the General Meeting, as well as the Financial Statements and the Board of Directors’ Report as well as a proposal for the Remuneration Policy and Report for Governing Bodies, are available on Sampo plc’s website at least three weeks before the General Meeting.
Annual General Meeting
The Annual General Meeting (AGM) must be held within six months of the termination of the financial year on a date specified by the Board of Directors. The AGM shall discuss matters assigned to it in accordance with the Articles of Association and any other business referred to in the notice of the meeting.
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. The Auditor or shareholder(s) together holding a minimum of one tenth of all the shares in the company may request in writing that an EGM shall be convened to discuss a specified matter raised by them.
Attending a Shareholders' Meeting
By attending shareholders’ meetings shareholders may, either personally or through representatives, exercise their voting rights, 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 personally or through representatives. 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 in Sampo plc's shareholders' register held by Euroclear Finland Ltd (formerly Finnish Central Securities Depository Ltd) has the right to participate in the shareholders' meeting. A shareholder, whose shares are registered to his/her personal Finnish book-entry account, is registered to Sampo plc's shareholders’ register. 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 shareholders’ register.
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 published without undue delay through a stock exchange release following the meeting.