Sampo SDR – Q&A

In this blog entry we address the main questions regarding the dual listing on Nasdaq Stockholm and the practicalities related to Sampo’s Swedish Depository Receipts, Sampo SDRs. Please note that this does not concern Finnish natural or legal persons, since they are not allowed to own Sampo SDRs.

What is a Swedish Depository Receipt (SDR)?

An SDR is a financial instrument, issued by a Swedish intermediary, representing shares in a non-Swedish company. The Sampo SDRs will be issued by Skandinaviska Enskilda Banken AB (the “Custodian”). Each Sampo SDR will represent one Sampo A share.

Can I buy and sell Sampo SDRs?

The SDRs will be listed on Nasdaq Stockholm, under the short name (ticker) Sampo SDB, and will be fully tradable as all financial instruments listed on Nasdaq Stockholm. You will be able to hold your Sampo SDRs in a securities account, securities custody account, investment savings account or an endowment insurance with your bank or broker.

I’m a Swedish shareholder and own Helsinki listed Sampo shares. Do I have to convert my shares to Sampo SDRs?

No, you don’t have to do anything if you don’t wish to convert your Sampo shares to Sampo SDRs. Please note that Finnish natural or legal persons are not allowed to own Sampo SDRs.

Can I convert my Sampo shares to Sampo SDRs and vice versa?

Holders of Sampo shares will be able to convert their Sampo shares into SDRs, and holders of SDRs will be able to convert their SDRs into Sampo shares. Holders who wish to convert Sampo shares into Sampo SDRs, or vice versa, should liaise with their bank or broker to execute the conversion together with the Custodian.

What will be the cost of converting to/from SDRs after the free conversion period?

Certain fees will apply to the conversion. However, Sampo will during a period of 14 calendar days from and including the first day of trading in Sampo SDRs on Nasdaq Stockholm, pay the conversion fees charged by the Custodian for conversions of Sampo shares into Sampo SDRs.

Any additional fees or charges pertaining to the service of the shareholder’s bank or broker in conjunction with the conversion will not be paid by Sampo.

How will I as an SDR holder receive dividends from Sampo?

A Sampo SDR holder will be entitled to dividends and other distributions in the same manner as a holder of Sampo shares. The dividends to SDR holders will be paid out in SEK and be distributed a few days after the dividend payment date for the Sampo shares.

What is the withholding tax on dividends from Sampo SDR?

The Finnish withholding tax rate applied on dividend payments is a function of each investor’s individual circumstances.

Sampo is not able to provide tax advice, but it is Sampo’s understanding that Euroclear Sweden deducts 35 per cent Finnish withholding tax on all dividends paid to SDR holders in Finnish companies listed on Nasdaq Stockholm, with the possibility for the SDR holder to reclaim potential overpayments any excess withholding tax relative to the investors’ applicable Finnish withholding tax rate from the Finnish Tax Authority.

Please contact your bank or broker for further tax information.

How will I as an SDR holder be able to vote at future Sampo shareholders’ meeting?

Sampo SDR holders are able to participate and vote in Sampo shareholder’ meetings in one of two ways:

a) vote by instructing SEB or the Sub-Custodian to vote on behalf of the Depository Receipt Holder in SEB’s or the Sub-Custodian’s name by proxy form or

b) participate and vote at the shareholders’ meeting in the Depository Receipt Holder’s own name by being temporarily registered in the Company’s shareholder register maintained by Euroclear Finland Oy for participation and voting purposes.

For detailed information on how to participate and vote, please see the SDR terms and conditions (link)

Market maker and liquidity provider arrangement

Sampo has engaged Skandinaviska Enskilda Banken AB (SEB) as market maker and liquidity provider in the Sampo SDR as from the first day of trading in the SDRs on Nasdaq Stockholm.

What is a market maker and liquidity provider?

A market maker or liquidity provider is a market participant that quote both bid and ask prices on a continuous basis.

What is the purpose of the market maker and liquidity provider arrangement?

The purpose of the arrangement is to promote trading liquidity in the SDRs on Nasdaq Stockholm and to reduce the difference between the bid and ask prices in trading in the SDRs.

Can the price in the SDR deviate from the price of the Sampo A share?

The Sampo A share is listed on Nasdaq Helsinki and is traded in EUR while the Sampo SDR is listed on Nasdaq Stockholm and is traded in SEK. SEB as a market maker and liquidity provider will quote bid and ask prices for the Sampo SDR based on the Sampo A share price in EUR and the current EUR/SEK spot exchange rate. It should be noted that the difference between bid and ask prices (spread) could fluctuate over time based on the underlying markets. However, under normal trading conditions the maximum spread shall be 2 per cent (or 4 per cent during stressed market conditions), calculated from the bid price, and the aim is to keep a spread that is no more than 0.50 per cent wider than the spread of the Sampo A share traded on Nasdaq Helsinki.