Official homepage:

www.sampo.com

Branch:

Insurance company

Status:

Established

Announced intention on1:

21-12-2005

Official process initiated on2:

Ø

Registered on/in:

02-01-2007

Seat before SE:

Tallinn (Estonia)

Seat of SE:

Tallinn (Estonia)

Form of establishment:

Conversion

Companies concerned:

AS Sampo Elukindlustus (AAS Sampo Dziviba and UAB Sampo gyvybes draudimas will be merged into this company, which will then be converted into SE Sampo Life Baltic)

Corporate governance structure before SE:

One-tier3

Corporate governance structure of SE:

One-tier3

Total number of employees worldwide:

Ø

Countries of operation:

Estonia

Countries concerned:

Estonia, Latvia, Lithuania

National trade unions involved:

Ø

European trade union federations involved:

Ø

EWC formerly existed:

n/a

Establishment of SNB:

Details of the establishment itself were not available.The company indicated that they held a kind of a general meeting for employees which is similar to the holding of a general meeting of shareholders. The procedure allowed free nomination of candidates, established a quorum requirement and a sufficient votes requirement for achieving adequate representation of employees, etc.

In addition, the SNB had one meeting in September 2006 in Riga and decided unanimously that it was unnecessary to open negotiations.

Board-level employee representation before SE foundation:

Ø

Distribution of SNB seats:

Ø

Content of agreement:

The special negotiating body had one meeting in Riga in September 2006. During the meeting, which lasted several hours, representatives of the employer explained to the members the nature of employee involvement. Thereafter the members discussed the matter among themselves and decided unanimously that it was unnecessary to open negotiations

Motives:

• Simplification and strengthening of the structure of Baltic life insurance operations

• Improved efficiency

Comments:

Remark from the management: it is known that application of the participation right is not mandatory in Estonia, Latvia and Lithuania. As the right to information and consultation is governed by other acts (implementation of Directive 2002/14/EC of the European Parliament and of the Council of 11 March 2002 establishing a general framework for informing and consulting employees in the European Community (Joint declaration of the European Parliament, the Council and the Commission on employee representation)), the specific provisions regarding SEs do not give additional guarantees to employees. Given that the procedure for employee involvement is also more limited in the cross-border merger directive (and probably the special negotiating body took that into account when making a decision on the matter in question).

Last update:

17-07-2007

References:

• Internal sources

• Company homepage

• Sampo Plc (2005) Sampo Life to combine all its subsidiaries operating in the Baltic countries under one legal company. Press release from 21-12-2005. Available from: http://domino.sampo.fi/external/tiedotus/tiedotteetnew.nsf/all/0ad6c6055cd9e2c4c22570de00304103?opendocument [Accessed 07-01-2006]

• Supplement of the Official Journal 2007/S 29-034224