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Sampo Oyj AGM Information 2008

Mar 14, 2008

3237_agm-r_2008-03-14_526653db-b64a-40b1-a946-5424ff4aa61c.html

AGM Information

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Disclosure 256542

Sampo - Notice to general meeting

Notice of Annual General Meeting

SAMPO PLC STOCK EXCHANGE RELEASE 14 March 2008 at 9.00 am NOTICE OF ANNUAL GENERAL MEETING Sampo plc's shareholders are invited to attend the Annual General Meeting to be held on Tuesday, 15 April 2008 at 2 p.m. in the Congress Wing of Finlandia Hall (access through the M1 and K1 entrances) at the street address Mannerheimintie 13 e, Helsinki. Registration of the persons who have given prior notice to attend, and distribution of voting tickets will commence at 12.30 p.m. The following matters will be on the agenda of the Meeting: 1. The Annual General Meeting business specified in Chapter 5, section 3 of the Finnish Companies Act and Article 14 of the Articles of Association 2. The Board of Directors' proposal for authorisation to decide on repurchasing Sampo shares The Board of Directors of Sampo plc (“Sampo”) proposes that the Annual General Meeting authorise the Board to decide on repurchasing Sampo A shares using funds available for profit distribution. Under the proposal, a maximum of 50 000 000 Sampo A shares can be repurchased in one or more lots. Sampo shares may be repurchased in other proportion than that proportion in which the shareholders' shareholdings are distributed (private repurchase). The share price will be no higher than the highest price paid for Sampo shares in public trading at the time of the purchase. In implementing the repurchase of Sampo shares, normal derivative, stock lending or other contracts may be entered into within the legal and regulatory limits, at the price determined by the market. Annual General Meeting documents Copies of the financial statements documentation and the Board proposal will be available for shareholders to view from 7 April, 2008 at Sampo plc, Group Legal Affairs, Fabianinkatu 27, 2nd floor, Helsinki. In addition, the Board proposal is available for viewing on Sampo's Internet pages at www.sampo.com/agm. Copies of these documents will be sent to shareholders on request. Sampo plc's Annual Report for 2007 will be published during week 14. Right to attend and vote at the Annual General Meeting In order to attend and vote at the Annual General Meeting, shareholders 1) must be registered in the Shareholder Register of Sampo, maintained by the Finnish Central Securities Depository Ltd, on Friday, 4 April 2008; and 2) must give prior notice of their intention to attend by 4 p.m. on Monday, 7 April 2008. Registration in the Shareholder Register Any shareholder whose shares have been entered in his/her personal book-entry account is registered in the company's Shareholder Register. Those shareholders whose shares have been nominee-registered and who wish to participate in the Annual General Meeting and exercise their voting rights should temporarily register in the Shareholder Register no later than the record date for the Annual General Meeting, 4 April 2008. Registering for the Annual General Meeting A shareholder may register for the Annual General Meeting either a) through Sampo's Internet pages at www.sampo.com/agm; b) by telephone to +358 (0)10 516 0068 from Monday to Friday, 9 a.m. - 4 p.m. (Finnish time); c) by fax to +358 (0)10 516 0623; or d) by letter to Sampo plc/Shareholder services, Fabianinkatu 27, 00100 Helsinki, Finland. Registration through the Internet, by telephone, by letter or by fax should arrive at the company before the dead-line for registration, which is 4 p.m. on Monday, 7 April 2008. We respectfully request that any powers of attorney be sent in original to Sampo plc's Shareholder Services unit at the address shown above in point d) before the deadline for registration. Payment of dividends The Board of Directors proposes to the Annual General meeting that a dividend of EUR 1,20 per share be paid for 2007. The dividend will be paid to those shareholders who, on the record date for payment of dividends, Friday 18 April 2008, are registered in the company's Shareholder Register kept by the Finnish Central Securities Depository Ltd. The Board proposes to the Annual General Meeting that the dividend be paid on Friday, 25 April 2008. For those shareholders who have not transferred their share certificates to the book-entry system by the record date for payment of dividends, the dividend will be paid after the transfer of their shares to the book-entry system. Composition of the Board of Directors, election of the Auditor, and compensations The Nomination and Compensation Committee of Sampo plc's Board proposes to the Annual General Meeting, after hearing the major shareholders, that nine Directors be elected to the Board for a term continuing until the close of the next Annual General Meeting, and that Tom Berglund, Anne Brunila, Georg Ehrnrooth, Jukka Pekkarinen, Christoffer Taxell, Matti Vuoria and Björn Wahlroos, all current Directors, be re-elected. Furthermore, the Nomination and Compensation Committee proposes that Lýdur Gudmundsson and Eira Palin-Lehtinen be elected as new Directors. In addition, the Nomination and Compensation Committee proposes that the Board elect Georg Ehrnrooth from among their members as the Chairman of the Board. The CVs of the proposed persons can be viewed on the Internet at www.sampo.com/ir. The following compensation is proposed to be paid to the members of the Board of Directors: for the Chairman of the Board an annual compensation of EUR 160,000, for the Vice Chairman EUR 100,000, and for each other member EUR 80,000. 30 percent of each Director's annual compensation will be paid in Sampo A shares and the rest in cash. The Audit Committee of Sampo plc's Board proposes that Ernst & Young Oy be elected as auditor for the company until the close of the next Annual General Meeting. Stockholm, 12 March 2008 SAMPO PLC Board of Directors DISTRIBUTION : OMX Nordic Exchange Helsinki Key media Financial Supervision Authority Insurance Supervision Authority www.sampo.com