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Proposals by the Sampo-Leonia Board of Directors to the AGM

According to the split proposal the number of the Company's shares, which have no nominal value, will be increased without raising the share capital by splitting each share into five shares so that each old A share equals five new A shares and each old B share equals five new B shares. Correspondingly, the terms of Sampo-Leonia warrants and option rights will be amended so that each Sampo-Leonia warrant or option right entitles its holder to subscribe five Sampo-Leonia A shares.

The new shares entitle shareholders to the same rights as the old shares after the amendment pertaining to the number of shares has been entered into the Trade Register. Due to the split, it will also be proposed that clause 5 in the Articles of Association, referring to minimum and maximum amounts of shares, be amended.

The split aims among other things at keeping the liquidity of the share at a good level. At the moment the unit price of the share is the second highest at the Helsinki Exchanges.

The authorisations for buy-back and conveyance of shares requested from the Annual General Meeting will replace the authorisations given on April 12, 2000 and will be valid until April 4, 2002. The number of A shares to be bought back cannot exceed 5 per cent of the company's share capital or the votes attached to the share capital.

Shares can be bought back for the purpose of being 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.

According to the proposal the shares shall be bought back in the public trade organised by the Helsinki Exchanges, otherwise than in proportion to the holdings of the shareholders.

The first proposal on amending the Articles of Association concerns clause 1 or the name of the company: "The name of the company is Sampo Oyj, in Swedish Sampo Abp and in English Sampo plc."

Furthermore, the Board of Directors will propose that clauses 11, 12, 13 and 20 of the Articles of Association be amended as specified in the appendices. The amendments concern the title used by the Managing Director (does not affect the English translation), the authorisation to sign for the company, the Auditors and the agenda of the Annual General Meeting.


Pertti Nurvala
Head of Group Communications

Taru Narvanmaa, Head of Investor Relations, tel. +358 10 514 0030, mobile +358 50 590 9398

Helsinki Exchanges
The principal media

APPENDICES (Unofficial translations of Finnish originals):