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Notice of Annual General Meeting


Agenda

1. Matters stated in the Articles of Association, § 20, as matters to be considered at the Annual General Meeting

The amendments of the Articles of Association pertaining to the Auditors will be taken into consideration in the election of Auditors. On the condition that the Annual General Meeting approves the proposed amendment to the Article of Associations presented in Section 2 below, it is proposed that the auditors be elected so that their term of office ends at the Annual General Meeting of 2002.

2 The Board of Directors proposal on amending the Articles of Association

The Board of Directors proposes to the Annual General Meeting that § 1, 11, 12, 13 and 20 in the Articles of Association of Sampo-Leonia be amended. The Articles of Association refers here to Sampo-Leonia's Articles of Association in which the amendments made by the Extraordinary General Meeting of Shareholders on September 29, 2000 have been considered. The amendments of September 29, 2000 were made due to the transfer to a holding company structure and have not yet been entered into the Trade Register.

The Board of Directors proposes that the amendments to the Articles of Association are registered in the Trade Register after the amendments related to the holding company structure have been entered into the Trade Register. The central content of the proposed amendments is as follows:

- The name of the company is Sampo Oyj, in Swedish Sampo Abp and in English Sampo plc.

- The title of the company's Managing Director shall be amended so that the company's Managing Director is also the Chief Executive Officer (does not affect the English translation of the Articles of Association) .

- The authorisation to sign for the company shall be amended so that the Company is signed for by the members of the Board of Directors and the Managing Directors two together as well as by the persons authorised for the purpose by the Board of Directors either two together or each together with the Managing Director.

- The stipulation on the number of Auditors shall be amended so that the Company has no less than one (1) and no more than two (2) Auditors and, insofar as the Auditor is not a Public Accounting Firm, a necessary number of Deputy Auditors.

In addition, the term of office of the Auditors shall be amended so that it lasts from the election to the end of the following Annual General Meeting.

- The stipulation on the Annual General Meeting shall be amended due to the amendment on the number of Auditors so that the Annual General Meeting resolves on the number of Auditors and Deputy Auditors.


3. The Board of Directors' proposal on increasing the number of shares without raising the share capital and the related amendment to § 5 in the Articles of Association

The Board of Directors proposes to the Annual General Meeting that the number of the Sampo-Leonia shares be increased without raising the share capital by splitting each share into five (5) shares in accordance with the following:

- The number of the Company's shares shall be increased as in accordance with Chapter 3, § 4 a of the Companies Act, by splitting each share of the Company into five (5) shares so that each old A share equals five (5) new A shares and each old B share equals five (5) new B shares. If all the fully paid-up shares of the Company are split in the said proportion on the basis of the registered number of shares on the date of this proposal of February 28, 2001, the number of Sampo-Leonia shares shall increase to a total of 555,584,965, of which A shares number 554,384,965 and B shares number 1,200,000. After the increase of shares the book counter-value of a Sampo-Leonia share will be 0.17 euro (not an exact value).

- The new shares entitle to the same shareholder's rights as the old shares and will come into existence when the amendment pertaining to the number of shares has been entered into the Trade Register.

- Due to the increase in the number of shares, it is proposed that the second section in § 5 of the Articles of Association be amended so that A Shares number at least 179,000,000 and at most 711,200,000 and B Shares number at least 0 and at most 4,800,000.

- The number of shares that can be subscribed for by virtue of the warrants pertaining to the Bond Loan with Warrants decided on by Sampo-Leonia's AGM on April 21, 1998 and by virtue of the option rights decided on by the Company's AGM on September 29, 2000 changes in proportion to the increase of the Company's number of shares and in such a manner that the total book counter-value and subscription price of the shares to be subscribed remain unchanged. Consequently, each warrant or option right entitles its holder to subscribe for five (5) Sampo-Leonia A shares at the book-counter value of 0.17 euro (not an exact value).


4. Proposal by the Board of Directors on the authorisation of the Board to buy back Sampo-Leonia A shares

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting invalidates the authorisation given by the Annual General Meeting of April 12, 2000 to buy back Sampo-Leonia shares and substitutes it by giving the Board of Directors the authorisation to buy back Sampo-Leonia A shares, as in accordance with the following content:

- A shares can be bought back in one or several lots so that their aggregate book counter-value or related votes is at the most 5 per cent of the company's registered share capital or the total number of votes attached to the shares, when calculated together with shares already held by the Company and its subsidiaries.

- The company's own A shares can be bought back in a manner and to an extent decided upon by the Board of Directors, to be used as consideration in possible acquisitions or other structural reorganisations, for the development of the company's capital structure, or as a part of the company's incentive scheme.


- Shares may be bought back only with funds that can be used for the distribution of profit. The acquisition price reduces the distributable profits.

- As the total amount of shares to be bought back is at the most 5 per cent of the company's share capital and at the most 5 per cent of the votes related to the shares, the buy-back of A shares has no relevant impact on the distribution of shareholding and votes in the Company.

- The A shares shall be bought back otherwise than in proportion to the holdings of the shareholders in the public trading on the Helsinki Exchanges. The owner of all B shares has approved of the buy-back of A shares.

- The A shares shall be bought at the current value formed in the public trade at the time of the buy-back. The acquisition price of the shares shall be paid to the sellers within the term determined in accordance with the rules of the Helsinki Exchanges and the Finnish Central Securities Depository Ltd.

- The authorisation is valid until April 4, 2002.

- Persons belonging to the inner circle of the company as referred to in the Finnish Insurance Companies Act and the Finnish Companies Act owned 59.19% of the company's share capital and 58.69% of the votes on February 23, 2001. Since it is intended that the own A shares shall be acquired in the public trade organised by the Helsinki Exchanges without knowing the party conveying the shares, the share of the share capital and votes held by the parties belonging to the Company's inner circle after the buy-back of A shares cannot be defined.


5. Proposal by the Board of Directors on the authorisation of the Board to convey own A shares

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting invalidates the authorisation to convey own A shares given by the Annual General Meeting of April 12, 2000, and substitutes it by giving the Board of Directors the authorisation to convey own A shares, as in accordance with the following content:

- A shares can be conveyed in one or several lots so that their aggregate book counter-value and related votes correspond to no more than 5 per cent of the company's registered share capital and the total number of votes attached to the shares.


- The Board of Directors shall be authorised to pass a resolution as to whom and in which order the own A shares shall be conveyed. The Board of Directors may decide on the conveyance of own shares otherwise than in proportion to the pre-emption of the shareholders to acquire the Company's shares.


- A shares shall be conveyed as consideration in possible company acquisitions or other structural reorganisations, or as a part of the company's incentive scheme, in a manner and scope decided on by the Board of Directors.

- The Board of Directors decides on the conveyance price of the shares and the bases of determination of the price and shares can be conveyed against other consideration than pecuniary consideration.

- The authorisation is valid until April 4, 2002.

Documents of the Meeting

Copies of the financial statements and the proposals of the Board of Directors can be inspected by the shareholders at Sampo-Leonia Insurance Company plc, Legal Affairs, Eteläesplanadi 8, 5th floor, Helsinki, and at Sampo-Leonia Insurance Company plc, Shareholder Services, Puolalankatu 5, Turku, as of March 28, 2001. Shareholders receive copies of these documents upon request.

Right to attend

To be entitled to attend the Annual General Meeting, a shareholder must be registered in the shareholders' register held by the Finnish Central Securities Depository Ltd (Suomen Arvopaperikeskus Oy) not later than March 26, 2001. Trustees shall report nominee-registered shareholders to the shareholders' register of Sampo-Leonia held by the Finnish Central Securities Depository Ltd for the purpose of the Annual General Meeting.

Also a shareholder whose shares have not been transferred to the book-entry securities system is entitled to attend the Annual General Meeting, if he/she was registered in the Company's shareholders' register before September 12, 1997. In this case, the shareholder must present a share certificate or other account at the Annual General Meeting, showing that the ownership of the shares has not been transferred to the book-entry securities account.

Registration

To be entitled to attend the Annual General Meeting, a shareholder and a shareholder temporarily entered in the shareholders' register must register with the Shareholder Services at the Head Office, Puolalankatu 5, Turku, no later than on Monday April 2, 2001 at 4 p.m. Postal address Sampo-Leonia Insurance Company plc, Shareholder Services, FIN-20075 SAMPO-LEONIA, Finland; telephone +358 10 514 1422 or + 358 10 514 1423, fax +358 10 514 1402, e-mail osakas@sampo.fi, Internet www.sampo.fi/vyk01. 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.


Dividends

The Board proposes to the Annual General Meeting that a total dividend of EUR 8 per share be paid for 2000, consisting of a dividend of EUR 4 per share and an extra dividend of EUR 4 per share.

According to the proposal, only a shareholder who is registered as shareholder in the register held by the Finnish Central Securities Depository Ltd (Suomen Arvopaperikeskus Oy) on the matching day of the payment of dividend, April 10, 2001 is entitled to dividend. The dividends are paid on April 19, 2001.

Shareholders who have not transferred their shares to the book-entry securities system by the matching day of dividend payment, will be paid dividend after the shares have been transferred to the book-entry securities system.

Helsinki, February 28, 2001

Sampo-Leonia Insurance Company plc
BOARD OF DIRECTORS



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