DISCLOSURE UNDER CHAP 2 SECT 9 OF THE SECS MARK...
DISCLOSURE UNDER CHAPTER 2 SECTION 9 OF THE SECURITIES MARKET ACT
Sampo plc (business code 01422113-3) has today received from Exista hf the
attached disclosure in accordance with Chapter 2 Section 9 of the Securities
Market Act regarding use of voting rights related to Sampo plc's shares.
SAMPO PLC
Jarmo Salonen
Head of Investor Relations and Group Communication
tel. +358 10 516 0030
Distribution:
Helsinki Stock Exchange
The principal media
Financial Supervision
www.sampo.com
ATTACHMENT EXISTA'S DISCLOSURE
ATTACHMENT
Finnish Financial Supervision Authority
Snellmaninkatu 6
P.O. Box 159
FI-00101 Helsinki
Finland
Fax: + 358 10 831 5230
Sampo Plc.
Unioninkatu 22, Helsinki
FI-00075 SAMPO
Finland
Fax: + 358 10 516 0016 In Helsinki, 26 March 2007
FLAGGING NOTIFICATION REFERRED TO IN CHAPTER 2, SECTION 9, OF THE SECURITIES
MARKETS ACT REGARDING USE OF VOTING RIGHTS
Exista hf. and its group companies have made arrangements that will, if
completed, enable Exista hf. to use more than one tenth (1/10) of the total
number of voting rights carried by the shares of Sampo Plc. at the Annual
General Meeting of Sampo Plc. to be held on 12 April 2007.
Under chapter 2, section 9 of the Securities Markets Act, we hereby notify the
Finnish Financial Supervision Authority and Sampo Plc. of the following:
1. Name of the company in which the voting rights have been acquired
Sampo Plc. (Sampo Oyj).
2. Grounds for the flagging notification
This notification is made because Exista hf. and companies controlled by it
have agreed with certain shareholders of Sampo Plc. that Exista hf. and its
representatives shall be entitled to use the voting rights of these
shareholders in Sampo Plc. and that the number of the voting rights subject to
the arrangements, if the arrangements are completed, exceeds the flagging
threshold of one-tenth (1/10) calculated of the number of votes as set forth in
chapter 2, section 9 of the Securities Markets Act. The agreements and the
authorisations only concern the Annual General Meeting of Sampo Plc. to be held
on 12 April 2007.
3. Date of acquisition of the voting rights
26 March 2007.
4. Exact proportion of voting rights in Sampo Plc., broken down by the share
class
The voting rights that Exista hf. will be able to exercise at the Annual
General Meeting of Sampo Plc. are as follows:
Share class No. of shares % of all shares % of all voting rights
A shares 90,121,408 15.58% 15.45%
B shares - - -
Total 90,121,408 15.58% 15.45%
(The share capital of Sampo Plc. comprises a total of 578,530,890 shares
(577,330,890 class A shares and 1,200,000 class B shares), said shares
entitling to a total of 583,330,890 votes.)
5. Shareholder's complete name and trade register number
Complete name: Exista hf.
Exista hf. is registered with the Register of Enterprises of Iceland by the
registration number 610601-2350.
Exista hf.'s address is Ãrmúla 3, 108 Reykjavik, Iceland.
6. Complete names and trade register numbers of the owners of the voting rights
as well as grounds for including such voting rights in the holdings of the
shareholder
Exista hf. holds a part of the shares in Sampo Plc. through its subsidiaries.
These subsidiaries are controlled by Exista hf. within the meaning of chapter
1, section 5 of the Securities Markets Act. Therefore, the holdings of these
subsidiaries shall be included in the holdings of Exista hf.
The full names and trade register numbers of the subsidiaries of Exista hf. are
as follows:
Name Trade register number
Exista fjárfestingar ehf. 640205-1990, Register of Enterprises of Iceland
Vátryggingafélag Ãslands hf. 690689-2009, Register of Enterprises of Iceland
Exista hf. and its subsidiaries have agreed with certain shareholders of Sampo
Plc. that Exista hf., through its representatives, shall be entitled to use the
voting rights carried by the shares owned by these shareholders at the Annual
General Meeting of Sampo Plc. to be held on 12 April 2007. The full names and
trade register numbers of these shareholders are as follows:
Name Trade register number
Exafin B.V. 34229055, Trade Register maintained by the Chamber of Commerce for
Amsterdam
Morgan Stanley & Co. International Limited No. 2068222, Registered in England
and Wales
Kaupthing Bank hf. 560882-0419, Register of Enterprises of Iceland
The voting arrangement regarding the shares of Sampo Plc. owned by Exafin B.V.
is subject to completion of the share purchase transaction referred to in the
flagging notification made by Exista hf. on 8 February 2007 regarding the
holdings of Exafin B.V. before the Annual General Meeting of Sampo Plc.
7. Allocation of voting rights between Exista hf. and the persons referred to
in section 6 above
Share class No. of shares % of all shares % of all voting rights
Exafin B.V.
A shares 55,340,400 9.57% 9.49%
B shares - - -
Total 55,340,400 9.57% 9.49%
Morgan Stanley & Co. International Limited
A shares 24,723,313 4.27% 4.24%
B shares - - -
Total 24,723,313 4.27% 4.24%
Kaupthing Bank hf.
A shares 10,010,955 1.72% 1.73%
B shares - - -
Total 10,010,955 1.72% 1.73%
Exista fjárfestingar ehf.
A shares 15,340 0.003% 0.003%
B shares - - -
Total 15,340 0.003% 0.003%
Vátryggingafélag Ãslands hf.
A shares 31,400 0.005% 0.005%
B shares - - -
Total 31,400 0.005% 0.005%
8. The chain of controlled companies through which the shares and votes in
Sampo Plc. are held
Exista fjárfestingar ehf. and Vátryggingafélag Ãslands hf. are 100 % owned
subsidiaries of Exista hf.
9. Details of the arrangements regarding the use of the voting rights
Pursuant to a side letter between Morgan Stanley & Co. International Limited
and Exista fjárfestingar ehf., Morgan Stanley & Co. International Limited will
use its best efforts to arrange the voting rights to be exercised in accordance
with the instructions of Exista fjárfestingar ehf. at the Annual General
Meeting of Sampo Plc. to be held on 12 April 2007. The side letter only relates
to this Annual General Meeting.
Furthermore, the arrangement between Exista fjárfestingar ehf. and Kaupthing
Bank hf. entitles Exista hf.'s representatives to attend the Annual General
Meeting of Sampo Plc. with full power of attorney including, but not limited
to, the right to deliberate and vote on behalf of Kaupthing Bank hf. The
arrangement is only valid for the Annual General Meeting of Sampo Plc. to be
held on 12 April 2007.
In accordance with the terms of the share purchase transaction referred to in
the flagging notification made by Exista hf. on 8 February 2007 regarding the
holdings of Exafin B.V., if that share purchase transaction is completed before
the Annual General Meeting of Sampo Plc, Exista hf. shall be entitled to
instruct the exercise of the voting rights carried by the shares in Sampo Plc.
owned by Exafin B.V.
10. Holding of Exista hf.'s group companies after the expiry of the
arrangements regarding the use of the voting rights
If the pending share purchase transaction referred to in the flagging
notification made by Exista hf. on 8 February 2007 regarding the holdings of
Exafin B.V. has not been completed by the end of the Annual General Meeting of
Sampo Plc. to be held on 12 April 2007, the holdings of Exista hf.'s group
companies in Sampo Plc. will be in total 46,740 A shares held through Exista
fjárfestingar ehf. and Vátryggingafélag Ãslands hf. This holding represents
0.008% of the all the shares and 0.008% of all the votes in Sampo Plc.
The agreements referred to in the flagging notification made on 8 February 2007
that Exista fjárfestingar ehf. has made entitle the company to acquire in total
34,734,268 A shares in Sampo Plc., representing 6.00% of the all the shares and
5.95% of all the votes in Sampo Plc.
Pekka Jaatinen, Attorney-at-Law
For and on behalf of Exista hf.
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