Sampo plc: Notice of the Extraordinary General Meeting
SAMPO
PLC STOCK
EXCHANGE RELEASE 17
June 2024 at 10:00 am
Sampo plc: Notice of the Extraordinary General
Meeting Notice is given to the shareholders of Sampo plc
(“Sampo” or the “Company”) of the
Extraordinary General Meeting to be held on 9 July 2024 at 2.00
p.m. (all times referred to herein EEST) at the Helsinki Hall of
Culture, Aalto Hall, Sturenkatu 4, 00510 Helsinki, Finland. The
reception of shareholders who have registered for the meeting will
start at 12.30 p.m. No refreshments will be served.
The Board of Directors of Sampo has convened the Extraordinary
General Meeting to authorise the Board of Directors to resolve upon
the issuance of shares in connection with Sampo’s recommended best
and final public exchange offer to the shareholders in Topdanmark
A/S (“Topdanmark”), as announced on 17 June 2024
by way of a stock exchange release.
Shareholders have the opportunity to exercise their voting
rights also by voting in advance. The instructions regarding the
advance voting are presented in Section C.5 herein.
A. Items on the agenda of the Extraordinary General
MeetingThe information and proposals of agenda items 1 to
5 concerning the formal organisational matters of the Extraordinary
General Meeting are included in a separate organisational document
published on Sampo’s website at www.sampo.com/egm, which document
also constitutes a part of this notice. The document may be
supplemented at the meeting with any information that is not
available before the Extraordinary General Meeting.At the
Extraordinary General Meeting, the following items will be
considered:
1. Opening of the meeting2. Calling the
meeting to order3. Election of persons to
scrutinise the minutes and to supervise the counting of
votes4. Recording the legality of the
meeting5. Recording the attendance at the meeting
and adoption of the list of votes6. Authorising
the Board of Directors to resolve upon the issuance of shares in
connection with Sampo’s recommended public exchange offer to the
shareholders in Topdanmark A/S6.1 Introduction
On 17 June 2024, Sampo announced that Sampo and Topdanmark had
entered into a combination agreement (the “Combination
Agreement”), pursuant to which Sampo will make a
recommended best and final public exchange offer to acquire all of
the outstanding shares in Topdanmark not already owned by Sampo
(the “Offer”). Following completion of the Offer,
Sampo intends to integrate Topdanmark into If P&C Insurance Ltd
(publ) to strengthen its position as one of the leading insurers in
the Danish P&C insurance market and to consolidate Sampo
Group’s leadership position in the Nordics. Reference is made to
the public announcement on the Offer on 17 June 2024 for further
information about the rationale and details of the Offer.The
shareholders of Topdanmark will be offered 1.25 new A shares in
Sampo as share consideration for each share in Topdanmark validly
tendered in the Offer (not including Topdanmark shares already
owned by Sampo and Topdanmark treasury shares) (the “Share
Consideration”). In aggregate, up to a total of 57,468,782
new A shares in Sampo will be issued as Share Consideration.
Subject to all Topdanmark shares (not including Topdanmark shares
already owned by Sampo) being tendered in the Offer, the Topdanmark
shareholders will receive new A shares representing in aggregate an
approximate ownership of 10.3 per cent in Sampo. The Offer is
currently expected to be settled and completed during September
2024. Following completion of the Offer, if Sampo holds the
requisite number of Topdanmark shares under the Danish Companies
Act (i.e., more than 90 per cent of the Topdanmark shares and
votes, not including any Topdanmark treasury shares), Sampo expects
to initiate and complete a compulsory acquisition of the remaining
minority Topdanmark shares held by Topdanmark shareholders in
accordance with the Danish Companies Act.The Board of Directors of
Sampo has unanimously concluded that the Offer is in the best
interests of Sampo and its shareholders, and proposes that the
Extraordinary General Meeting of Sampo approve the share issue
authorisation to the Board of Directors.
6.2 Authorising the Board of Directors to resolve upon the
issuance of sharesIn order to enable the issuance of A shares in
Sampo to holders of Topdanmark shares as consideration for the
acquisition of shares in Topdanmark (including in the Offer, in a
subsequent compulsory acquisition of the remaining minority
Topdanmark shares pursuant to sections 70 to 72 of the Danish
Companies Act and otherwise), the Board of Directors proposes that
the Extraordinary General Meeting resolves to authorise the Board
of Directors to resolve, on one or several occasions, upon the
issuance of up to a maximum of 57,468,782 new A shares in Sampo,
which corresponds to approximately 11.5 per cent of all the A
shares in the Company on the date of this notice, in deviation from
the shareholders’ pre-emptive rights (directed share issue). The
authorisation may be used only for the issuance of A shares of
Sampo to the holders of and against conveyance of Topdanmark
shares.The Board of Directors shall be authorised to decide on all
other terms relating to the issuance of new A shares in the
Company, including the distribution of shares against consideration
in kind or set-off. The authorisation is proposed to remain valid
until 30 June 2025 and, if granted, this authorisation will not
revoke the authorisation to resolve upon a share issue without
payment granted to the Board of Directors by the Annual General
Meeting held on 25 April 2024.7. Closing of the
meetingB. Documents of the Extraordinary General
MeetingThis notice is available on Sampo plc’s website at
www.sampo.com/egm. Other documents, which according to the Finnish
Companies Act shall be kept available for the shareholders, will be
available on the above-mentioned website as of 17 June 2024 at the
latest. The above-mentioned documents will also be available at the
Extraordinary General Meeting. The minutes of the Extraordinary
General Meeting will be available on the above-mentioned website on
23 July 2024 at the latest.C. Instructions for the
participants in the Extraordinary General
Meeting1. Shareholders registered in the
shareholders’ registerEach shareholder who is registered
on 27 June 2024 in the shareholders’ register of Sampo plc held by
Euroclear Finland Oy has the right to participate in the
Extraordinary General Meeting. A shareholder, whose shares are
registered on their personal Finnish book-entry account, is
registered in the shareholders’ register of the Company.The
registration for the Extraordinary General Meeting and the advance
voting will commence on 17 June at 10.00 a.m. A shareholder who is
registered in the shareholders’ register of the Company and who
wants to participate in the Extraordinary General Meeting shall
register for the meeting by 3.00 p.m. on 2 July 2024 by giving a
prior notice of participation, which must be received by the
Company no later than on the above-mentioned date. Further
information and instructions on the advance voting are provided
below in Section C.5.Registration for the Extraordinary General
Meeting may be carried
out: a) On the Company’s
website at www.sampo.com/egm
For natural persons, electronic
registration requires secure strong electronic authentication with
personal online banking credentials or a mobile certificate. For
shareholders that are legal entities, electronic registration does
not require strong electronic authentication. However, the
shareholder shall provide its business ID, number of its book-entry
account and other required information. If a shareholder uses the
electronic Suomi.fi authorisation, the registration requires strong
electronic authentication with online banking credentials or a
mobile certificate.
b) By email to
yhtiokokous@euroclear.com or regular mail to Euroclear Finland Oy,
Extraordinary General Meeting / Sampo plc, P.O. Box 1110, 00101
Helsinki, Finland.
c) By telephone +358
20 770 6907 Mon-Fri 9.00 a.m.–3.00 p.m.
Registration must be received by 3.00 p.m. on 2 July 2024
irrespective of the registration method.In connection with the
registration, the shareholder shall notify their name, personal
identification number or business ID, address, telephone number, as
well as the name of a possible assistant, proxy representative or
statutory representative, and the personal identification number of
the proxy representative or statutory representative. When
registering a proxy on the internet the shareholder’s book-entry
account number is also required.The personal data given to Sampo
plc is used only in connection with the Extraordinary General
Meeting and with the processing of related registrations.The
shareholder, their authorised representative or proxy
representative shall, where necessary, be able to prove their
identity and/or right of representation at the Extraordinary
General Meeting.2. Holder of nominee-registered
sharesHolders of nominee-registered shares have the right
to participate in the Extraordinary General Meeting by virtue of
shares based on which they would be entitled to be registered in
the shareholders’ register of the Company held by Euroclear Finland
Oy on the record date of the Extraordinary General Meeting on 27
June 2024. In addition, the right to participate in the
Extraordinary General Meeting requires that the shareholder has
been registered on the basis of such shares into the temporary
shareholders’ register held by Euroclear Finland Oy at the latest
by 10.00 a.m. on 4 July 2024. As regards nominee-registered
shares, this constitutes due registration for the Extraordinary
General Meeting.A holder of nominee-registered shares is advised to
request without delay necessary instructions regarding the
registration in the temporary shareholders’ register of the
Company, the issuing of proxy documents and voting instructions as
well as registration for the Extraordinary General Meeting from
their custodian bank. The custodian bank shall register a holder of
nominee-registered shares who wants to participate in the
Extraordinary General Meeting into the temporary shareholders’
register of the Company at the latest by the date stated
above.Further information on these matters can also be found on the
Company’s website www.sampo.com/egm. 3. Holder of Swedish
depository receiptsHolders of Swedish depository receipts
(SDRs) have the right to participate in the Extraordinary General
Meeting by virtue of shares represented by the SDRs based on which
they would be entitled to be registered in the shareholders’
register of the Company held by Euroclear Finland Oy on the record
date of the Extraordinary General Meeting on 27 June 2024. In
addition, the right to participate in the Extraordinary General
Meeting requires that the holder of SDRs has been registered, on
the basis of such shares represented by the SDRs, into the
temporary shareholders’ register held by Euroclear Finland Oy at
the latest by 10.00 a.m. on 4 July 2024, and the request regarding
such registration must be delivered to the issuer of the SDRs and
all necessary actions taken at the latest by 10.00 a.m. on 28 June
2024. As regards holders of SDRs, this constitutes a due
registration for the Extraordinary General Meeting.A holder of SDRs
is advised to request without delay necessary instructions
regarding the registration in the temporary shareholders’ register
of the Company and the issuing of proxy documents from their
custodian bank which the holder of the SDRs has appointed to hold
the SDRs on their account. Said custodian bank shall take necessary
actions to the effect that a holder of SDRs who wants to
participate in the Extraordinary General Meeting is registered into
the temporary shareholders’ register of the Company at the latest
by 10.00 a.m. on 4 July 2024.Further information on these matters
can also be found on the Company’s website www.sampo.com/egm.
4. Proxy representative and powers of attorneyA
shareholder may participate in the Extraordinary General Meeting
and exercise their rights at the meeting by way of proxy
representation. A proxy representative shall produce a dated proxy
document or otherwise in a reliable manner demonstrate their right
to represent the shareholder at the Extraordinary General Meeting.
When a shareholder participates in the Extraordinary General
Meeting by means of several proxy representatives representing the
shareholder with shares on different securities accounts, the
shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration
for the Extraordinary General Meeting.Possible proxy documents
shall be delivered primarily through email to agm@sampo.fi or as
originals to the address Sampo plc, EGM, Fabianinkatu 27, 00100
Helsinki, Finland before the end of the registration
period.Delivering of a proxy to the Company prior to the end of the
registration period is considered as registration for the meeting
if all required information for registration described above is
given.Shareholders may also use the electronic Suomi.fi
authorisation service instead of a traditional authorisation. In
such case, the Shareholder authorises a representative in the
Suomi.fi service at www.suomi.fi/e-authorizations by using the
category “Representation at a general meeting”. The representative
shall in connection with the registration to Euroclear Finland Oy’s
general meeting service identify oneself through strong electronic
identification. After that, the electronic authorisation will be
proofed automatically. Online banking credentials or a mobile
certificate may be used for strong electronic identification. More
information is available at www.suomi.fi/e-authorizations and Sampo
plc’s website at www.sampo.com/egm. 5. Advance
votingShareholders with a Finnish book-entry account may
vote in advance on certain matters on the agenda of the
Extraordinary General Meeting during the period from 17 June 2024
at 10.00 a.m. until 2 July 2024 at 3.00 p.m.A shareholder who has
voted in advance may only request information under the Finnish
Companies Act, request a vote at the Extraordinary General Meeting
or vote on a possible counterproposal, if they or their proxy
representative participates in the Extraordinary General Meeting at
the meeting venue.Advance voting can be done in the following
ways: a) On the Company’s
website at www.sampo.com/egm
For natural persons, electronic
advance voting requires secure strong electronic authentication
with personal online banking credentials or a mobile certificate.
For shareholders that are legal entities, electronic advance voting
does not require strong electronic authentication. However, the
shareholder shall provide its business ID, number of its book-entry
account and other required information. If a shareholder uses the
electronic Suomi.fi authorisation, the advance voting requires
strong electronic authentication with online banking credentials or
a mobile certificate.
b) A shareholder may
submit the advance voting form available on the Company’s website
or corresponding information by email to yhtiokokous@euroclear.com
or regular mail to Euroclear Finland Oy, Extraordinary General
Meeting / Sampo plc, P.O. Box 1110, 00101 Helsinki, Finland.
The advance votes must be received by the end of the advance
voting period.If a shareholder participates in the Extraordinary
General Meeting by submitting the votes in advance to Euroclear
Finland Oy, submission of the votes before the end of the
registration and advance voting period constitutes due registration
for the Extraordinary General Meeting, provided that they contain
the above-mentioned information required for the registration.On
the part of nominee-registered shareholders (including holders of
SDRs), the advance voting takes place through their custodian bank.
The custodian bank may vote in advance on behalf of the
nominee-registered shareholders represented by it in accordance
with the provided voting instructions within the registration
period set for nominee-registered shareholders.The agenda items
subject to advance voting are deemed to be presented unchanged at
the Extraordinary General Meeting. Instructions regarding the
advance voting, and the terms related to the electronic advance
voting are also available on the Company’s website at
www.sampo.com/egm. 6. Other instructions and
informationPursuant to Chapter 5, Section 25 of the
Finnish Companies Act, a shareholder who is present at the
Extraordinary General Meeting has the right to request information
with respect to the items to be considered at the meeting.Any
changes in the ownership of shares that have occurred after the
record date of the Extraordinary General Meeting do not affect the
right to participate in nor the number of votes of the shareholder
at the Extraordinary General Meeting.On the date of this Notice of
the Extraordinary General Meeting the total number of shares in
Sampo plc is 501,596,752 A shares, representing 501,596,752 votes,
and 200,000 B shares, representing 1,000,000 votes, i.e. a total of
501,796,752 shares and 502,596,752 votes. At the Extraordinary
General Meeting, each A share carries one vote and each B share
carries five votes. All of Sampo plc’s B shares are owned by a
shareholder independent from the Company. Based on Sampo plc’s
articles of association, each B share can be converted into an A
share at the request of the holder of the B share. Subject to the
Finnish Limited Liability Companies Act, the general meeting may
resolve upon a directed acquisition of own shares, decide on
the amendment of the articles of association to the effect that
share classes are combined or otherwise reduce share class rights
only provided such a proposal is supported by at least two thirds
of the votes and shares, per share class, represented at the
meeting. Thus, the authority to decide on the combination of
Sampo plc’s share classes does not rest with the Company.
Helsinki, 17 June 2024SAMPO PLCBoard of Directors
For further information, please
contact:Sami TaipalusHead of Investor
Relationstel. +358 10 516 0030
Maria SilanderCommunications Manager, Media
Relationstel. +358 10 516 0031
Distribution:Nasdaq HelsinkiNasdaq
StockholmLondon Stock ExchangeFIN-FSA The principal media
www.sampo.com
Important noticeThis notice is not for
publication, distribution or release, in whole or in part, directly
or indirectly, in or into Australia, Hong Kong, Japan, New Zealand,
South Africa or Singapore or any other jurisdiction in which
publication or distribution would be unlawful. This notice is
neither an offer to sell nor the solicitation of an offer to buy
any securities and shall not constitute an offer, solicitation or
sale in any other jurisdiction in which such offering, solicitation
or sale would be unlawful.This notice is not an offer of Share
Consideration in the United States and it is not intended for
distribution in any jurisdiction in which such distribution would
be prohibited by applicable law. The Share Consideration referred
to in this release has not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”), or the securities laws of any state of the United
States (as such term is defined in Regulation S under the U.S.
Securities Act) and may not be offered, sold or delivered, directly
or indirectly, in or into the United States absent registration,
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities
Act and in compliance with any applicable state and other
securities laws of the United States.This notice has been prepared
on the basis that any offer of the Share Consideration in the
United Kingdom will be made pursuant to an exemption under the
Financial Services and Markets Act 2000 (as amended, the “FSMA”)
from the requirement to produce a prospectus for offers of the
Share Consideration. Accordingly any person making or intending to
make an offer of the Share Consideration in the United Kingdom may
only do so in circumstances in which no obligation arises for Sampo
to publish a prospectus pursuant to section 85 of the FSMA or
supplement a prospectus pursuant to Article 23 of Regulation (EU)
2017/1129 as it forms part of domestic law in the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018, in each case,
in relation to such offer. Sampo has not authorised, nor does it
authorise, the making of any offer of the Share Consideration in
circumstances in which an obligation arises for Sampo to publish a
prospectus for such offer. In the United Kingdom, this notice is
only addressed to and directed at persons who (i) are investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the “Order”), (ii) are high net worth entities or other
persons falling within Article 49(2)(a)-(d) of the Order, or (iii)
are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the FSMA
in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated
(including on the basis that the transaction to which this notice
relates will fall within article 62 of the Order, to which the
provisions of section 21 of the FSMA do not apply) (all such
persons together being referred to as “Relevant Persons”). Any
investment or investment activity to which this notice relates is
available only to Relevant Persons in the United Kingdom and will
only be engaged with such persons.The Share Consideration will be
issued to Canadian shareholders of Topdanmark pursuant to a
prospectus exemption in accordance with applicable Canadian
securities laws. The Share Consideration has not, however, been
qualified for distribution by way of a prospectus in Canada and no
Canadian securities regulatory authority has expressed an opinion
about the Share Consideration and it is an offence to claim
otherwise. The Share Consideration has not been and will not be
listed on a Canadian securities exchange and neither Sampo nor
Topdanmark intends to take any action to facilitate a market in the
Share Consideration in Canada.