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Account of the Sampo Board of Directors


The Board of Directors of Sampo plc has given an account in accordance with Chapter 4, Section 6 and Chapter 2, Section 4 of the Finnish Companies Act, of matters which may be of significance in assessing the provision on contribution in kind. The account is related to the Board's proposal on authorisation made to the Extraordinary General Meeting of Shareholders convening on 27 June 2001 (cf. stock exchange release of 31 May 2001 "Proposals of Sampo Board of Directors to the Extraordinary General Meeting of Shareholders").

Furthermore, Authorised Public Accountant Mårten Forss, acting as independent expert, has relating to the Board's proposal submitted a statement which has been appended to this release.

The Board's proposal with appendices can be inspected by the shareholders at the following addresses as of today: Sampo plc, Sampo Group Legal Affairs, Eteläesplanadi 8, 5th floor, Helsinki, and Sampo plc, Shareholder Services, Puolalankatu 5, Turku, tel. +358 10 514 1423. Upon request, copies of the documents are sent to shareholders.


SAMPO PLC

Pertti Nurvala
Head of Group Communications



APPENDICES
ACCOUNT OF THE BOARD OF DIRECTORS OF SAMPO PLC ON CONTRIBUTION IN KIND
STATEMENT BY AN AUTHORISED AUDITOR ACTING AS INDEPENDENT EXPERT


FOR DISTRIBUTION TO:
Helsinki Exchanges
The principal media

APPENDIX 1:

ACCOUNT OF THE BOARD OF DIRECTORS OF SAMPO PLC ON CONTRIBUTION IN KIND

The Board of Directors of Sampo plc ("Sampo") proposes to the Extraordinary General Meeting of Shareholders of Sampo convening on 27 June 2001 that the Sampo Board of Directors be authorised to resolve on an increase in share capital through a rights issue. The proposal relates to the implementation of the combination referred to in the combination agreement signed on 21 May 2001 by Sampo and Storebrand ASA. According to the proposal the subscription can be carried out against a contribution in kind and the Board of Directors is authorised to deviate from the shareholders' pre-emptive subscription rights. This account is given in accordance with Chapter 4, Section 6 and Chapter 2, Section 4 of the Finnish Companies Act, of matters which may be of significance in assessing the provision on contribution in kind as stated in the proposal on authorisation to be made to the General Meeting of Shareholders ("Provision on contribution in kind").

1. Information on the person whom the provision on contribution in kind concerns

Sampo and Norwegian Storebrand ASA, address Filipstad Brygge 1, 0114 Oslo, Norway, registration number 916 300 484 ("Storebrand"), signed a combination agreement on 21 May 2001, in which they agreed to combine the business operations of the two companies through a public exchange offer made by Sampo to the Storebrand shareholders. Since a part of the payment of the purchase price will be carried out as an exchange of shares, the combination requires that Sampo increases its share capital through a rights issue directed to the Storebrand shareholders under provisions on contribution in kind.

2. Contribution in kind and the value proposed to be entered in the Balance Sheet

According to the proposal the Board of Directors is authorised to resolve on the subscription price and the grounds for its determination and on other conditions of the increase in share capital. Consequently, it is not possible in this account to make a statement on the contribution in kind other than it according to the proposal consists of Storebrand shares and that the conditions of the combination agreement, including the conditions relating to the exchange ratio and cash consideration, are based on the market capitalisation of the companies and on developments therein prior to the announcement of the exchange offer, on the value of Storebrand as a whole and the value of its different business operations made by using different valuation methods, on Storebrand's business prospects, and on the synergies arising from the combination.

Prior to the signing of the combination agreement Sampo completed confirmatory due diligence on Storebrand and discussed, i.a. Storebrand's strategy, outlook, market position and situation on the markets Storebrand operates on, with the Storebrand management.

J.P. Morgan plc, which has acted as Sampo's advisor in the offer for Storebrand, has given Sampo's Board of Directors at the Board meeting of 20 May 2001 a fairness opinion where it states that taking into account the issues, assumptions and restrictions on the date of the fairness opinion, the consideration proposed to be paid for the Storebrand shares is in the economic sense fair for Sampo. J.P. Morgan plc's fairness opinion has been addressed to the Sampo Board, and it does not consitute a recommendation to anyone on how to act in connection with the offer.

3. Number of shares to be given against the contribution in kind

According to the proposal the minimum amount of Sampo A shares to be given on the basis of the authorisation against a contribution in kind is one share and the maximum amount 57,500,000 shares. The aggregate countervalue of the new shares in accordance with the maximum amount is approximately EUR 9,670,805.77 which corresponds to around 9.4 per cent of Sampo's share capital and around 9.3 per cent of the Sampo votes after the exchange of shares.

4. Written agreement or commitment on the contribution in kind

The combination agreement between Sampo and Storebrand, mentioned in Section 1, has been appended to this account.

5. Final accounts and interim accounts of Storebrand, and an account of Storebrand's performance and financial status after the drafting of the latest interim report

The final accounts of Storebrand for the last two financial periods, and the interim reports drafted after the latest final accounts are appended to this account. With respect to the account of Storebrand's result and financial status after the drafting of the latest interim report, we refer to Storebrand's latest interim report, and the stock exchange releases published after the drafting of Storebrand's latest interim report, which are appended to this account.

Helsinki, 15 June 2001

BOARD OF DIRECTORS


APPENDIX 2:
STATEMENT BY AN AUTHORISED AUDITOR ACTING AS INDEPENDENT EXPERT


To the General Meeting of Shareholders of Sampo plc

The Board of Directors of Sampo plc proposes to the Extraordinary General Meeting of Shareholders of Sampo plc convening on 27 June 2001, that the Board of Directors of Sampo plc be authorised to resolve on an increase in share capital against a contribution in kind, deviating from the shareholders' pre-emptive subscription rights, by offering Sampo plc's new A shares to the shareholders of Storebrand ASA. The proposal is based on the combination agreement signed by Sampo plc and Storebrand ASA on 21 May 2001, in connection with the combination of Sampo plc and Storebrand.

According to the proposal on authorisation the maximum amount of Sampo A shares to be given on the basis of the authorisation against a contribution in kind is 57,500,000 shares. The aggregate countervalue of the new shares in accordance with the maximum amount is approximately EUR 9,670,805.77.

According to the combination agreement Sampo plc has made a public exchange offer for all of the Storebrand shares on 11 June 2001. The entire share capital of Storebrand ASA is 272,547,322 shares. According to the conditions of the exchange offer Sampo plc offers NOK 75 as a cash consideration for each Storebrand share or 0.9 Sampo plc A shares as a share consideration. The maximum amount of the share consideration is 57,500,000 Sampo A shares. The total value of the exchange offer is approximately EUR 2.6 billion. The proportion of the share consideration (approximately EUR 0.6 billion) is around 23 per cent and the proportion of the cash consideration (approximately EUR 2.0 billion) around 77 per cent of the total exchange offer. The total value of the exchange offer represents a premium of approximately 31 per cent over the market capitalisation calculated on the basis of Storebrand's weighted average share price for the last month prior to the announcement of the signing of the combination agreement.

I have estimated in accordance with Finnish Generally Accepted Auditing Standards the contribution in kind to be possibly transferred to the company, on the basis of the statutes of the Finnish Companies Act. When the Board of Directors resolves on the increase in share capital on the basis of the authorisation, I will submit a statement of an independent expert to the Board of Directors on the basis of the conditions of the increase in share captal resolved on by the Board of Directors.

The Storebrand ASA shares constituting the contribution in kind are valued on the basis of calculations made by an independent investment bank. The calculations are based on the value of Storebrand as a whole and the value of its different business operations made by using different valuation methods, and on the estimated synergies. Ordinary and reasonable methods have been used as valuation methods.

According to the Board of Director's proposal the Board is authorised to resolve on the subscription price, the grounds for the determination of the subscription price and on other conditions relating to the increase in share capital.

In my opinion, assuming that the increase in share capital is carried out in accordance with the combination agreement signed on 21 May 2001 against a contribution in kind, in such a manner that 0.9 new Sampo plc A shares will be given for each Storebrand ASA share, the value of the contribution in kind equals at least the consideration to be paid for the shares.

Helsinki, 15 June 2001

Mårten Forss
Authorised Public Accountant