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Notice of an Extraordinary General Meeting of Shareholders
Stock Exchange Release - 4 Jun 2001 at 9:00 AM
1. The combination of Sampo plc ("Sampo") and Storebrand ASA ("Storebrand")
1.1 The proposal of the Board of Directors to authorise the Board to decide on the increase of the share capital through a rights issue, deviating from the shareholders' pre-emptive subscription rights against a contribution in kind.
On 21 May 2001, the Boards of Directors of Sampo and Storebrand signed a Combination Agreement ("Combination Agreement"), in which the combination("Combination") of the operations of both companies is agreed upon. To realise the combination, the Board of Directors proposes to the General Meeting that it authorises the Board to decide on the increase of the share capital through a rights issue.
The main points in the decision proposal are the following:
- The Board of Directors is authorised to resolve on an increase of the company's share capital by no more than EUR 9,670,805.77 through a rights issues in one or more lots by no more than 57,500,000 Sampo A shares with the book countervalue of EUR 0.17 (not an exact figure), which corresponds to 10.3% of the share capital and all votes attached to the shares counted from the registered share capital of Sampo per 31 May 2001. Deviating from the shareholders' pre-emptive subscription rights, the shares are offered to be subscribed by Storebrand shareholders and those, to whom the shareholders subscription rights have been transferred.
- The Board of Directors is authorised to resolve on the subscription price and the grounds for its definition as well as the other terms and conditions related to the increase of the share capital. The subscription of shares will be carried out against a contribution in kind in such a manner that the subscription price shall be paid by giving Storebrand shares to Sampo.
- The Board of Directors is authorised to resolve on the rights issue deviating from the shareholders' pre-emptive rights because the increase in the share capital is intended to strengthen the company's position in strategically important growth areas, especially in long-term savings, by combining Storebrand and the Sampo Group and, therefore, Sampo has a weighty financial reason for doing so.
- The authorisation is valid for one (1) year as from the Extraordinary General Meeting of Shareholders, i.e., until 26 June 2002.
1.2. Supplementing the composition of the Sampo Board of Directors
- A proposal shall be made to the Extraordinary General Meeting of Shareholders according to which it shall resolve on the number of members and the composition of the Board of Directors pursuant to the Combination Agreement. It is proposed that instead of the current number of seven, the Board of Directors shall comprise of nine members by electing to the Board of Directors two new members, named by Storebrand. The decision concerning the election of the new members shall be entered into the Trade Register, and the term of office of the new members of the Board will begin when the Combination is implemented.
Documents of the Meeting
The proposal of the Board of Directors, including appendices, is available to the shareholders at the address Sampo plc, Sampo Group Legal Affairs, Eteläesplanadi 8, 5th floor, Helsinki, and Sampo plc, Shareholder Services, Puolalankatu 5, Turku. Upon request, copies of the documents are sent to shareholders.
Furthermore, the tender document on the public offer to Storebrand ASA's shareholders is available in English, as well as a summary in Finnish, at the above addresses and at HEX Gate at Fabianinkatu 14, Helsinki, as of the publication of the tender document, estimated in week 24.
Right to attend
To be entitled to attend the Extraordinary General Meeting, a shareholder must be registered in the shareholders' register held by the Finnish Central Securities Depository Ltd (Suomen Arvopaperikeskus Oy) no later than 15 June 2001. Trustees must inform of nominee registered shareholders to the Sampo plc shareholders' register drawn up by the Finnish Central Securities Depository Ltd (Suomen Arvopaperikeskus Oy) for the General Meeting.
Also a shareholder whose shares have not been transferred to the book-entry securities system is entitled to attend the General Meeting, if the shareholder was registered in the Company's shareholder register before 12 September 1997. In that case, the shareholder must present a share certificate or other account at the General Meeting, showing that the ownership of the shares has not been transferred to the book-entry securities account.
To be entitled to attend the General Meeting, a shareholder and a temporarily registered shareholder must register with the Shareholder Services at the Head Office, Puolalankatu 5, Turku, no later than on Monday, 25 June 2001 at 12 noon. Postal address Sampo plc, Shareholder Services, FIN-20075 SAMPO, Finland; telephone +358 10 514 1423, fax +358 10 514 1402, e-mail firstname.lastname@example.org, Internet www.sampo.fi/yhtiokokous. Registration by mail must be delivered by the end of the registration period. Shareholders wishing to vote by proxy should submit their proxies to the Shareholder Services at the above address by the end of the registration period.
Helsinki, 31 May 2001
THE BOARD OF DIRECTORS
FOR DISTRIBUTION TO
Helsinki Stock Exchanges
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