TIDMSAMPO SAMPO PLC STOCK EXCHANGE RELEASE 17 March 2021 at 09:45 am Proposals of Sampo plc's Board of Directors and its Committees to the Annual General Meeting Sampo plc's Board of Directors has decided to summon the Annual General Meeting for 19 May 2021. The notice of Annual General Meeting will be published on 17 March 2021 and registration will commence on 19 April 2021. The Board of Directors and its committees have made the following proposals to the Annual General Meeting. - Proposal of the Board of Directors for Distribution of Profit - Proposal of the Nomination and Remuneration Committee for the Remuneration of the Members of the Board of Directors - Proposal of the Nomination and Remuneration Committee for the Number of Members of the Board of Directors and the Members of the Board of Directors - Proposal of the Audit Committee for the Remuneration of the Auditor - Election of the Auditor - Proposal of the Board of Directors for Authorization to Decide on the Repurchase of the Company's Own Shares The Board proposes to the Annual General Meeting a dividend of EUR 1.70 per share and an authorization for the Board to decide on repurchasing a maximum of 50,000,000 Sampo A shares using funds available for the profit distribution. The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that the number of Board members remain unchanged and that eight members be elected to the Board. The Nomination and Compensation Committee proposes of that the current members of the Board Christian Clausen, Fiona Clutterbuck, Georg Ehrnrooth, Jannica Fagerholm, Johanna Lamminen, Risto Murto and Björn Wahlroos be re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members Antti Mäkinen is not available for re-election. The Committee proposes that Markus Rauramo be elected as a new member to the Board. The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that each member of the Board of Directors be paid an annual fee of EUR 95,000 until the close of the next Annual General Meeting and the Chair of the Board be paid EUR 184,000. Furthermore, the Nomination and Remuneration Committee proposes that the members of the Board of Directors and its Committees be paid the following annual fees: the Vice Chair of the Board be paid EUR 26,000; the Chair of the Audit Committee be paid EUR 26,000; and each member of the Audit Committee be paid EUR 6,000. The proposed increase in the annual fees of the Board members is approximately 2 per cent. An increase to the annual fees of the Board members has lastly been made at the Annual General Meeting held on 2 June 2020. The Board of Directors proposes, on the recommendation of the Board's Audit Committee, that based on a tendering of auditors, the firm of authorised public accountants Deloitte Ltd be elected as the company's Auditor for the financial year 2021. The proposals are attached in full to this release. SAMPO PLC Board of Directors For more information, please contact: Jarmo Salonen Head of Investor Relations and Group Communications tel. +358 10 516 0030 Maria Silander Communications Manager, Media Relations tel. +358 10 516 0031 Mirko Hurmerinta IR & Communications Specialist tel. +358 10 516 0032 Distribution: Nasdaq Helsinki London Stock Exchange The principal media Financial Supervisory Authority https://www.globenewswire.com/Tracker?data=fNfvZ39Oa4E8W8x1vJ8F9zwd_rb1vVym2z7OZYelReWjaRTFKnT2yfsxGTPtwypki2eMUExcAU4R2uhTfZQgzQ== www.sampo.com ANNEX 1 Proposal of the Board of Directors for distribution of profit The parent company's distributable capital and reserves totaled EUR 7,250,153,463.79 of which profit for the financial year 2020 was EUR 699,633,592.61. The Board proposes to the Annual General Meeting a dividend of EUR 1.70 per share to the company's 555,351,850 shares. The dividends to be paid are EUR 944,098,145.00 in total. The remainder of the funds are left in the equity capital. The dividend will be paid to the shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd as the record date of 21 May 2021. The Board proposes that the dividend be paid on 28 May 2021. No other significant changes have taken place in the company's financial position since the end of the financial year. The impairment of Nordea shares published in a release on 11 February 2021 had no impact on Sampo plc's distributable capital and reserves. The company's liquidity position is good and in the view of the Board, the proposed distribution does not jeopardize the company's ability to fulfill its obligations. Helsinki, 17 March 2021 SAMPO PLC Board of Directors ANNEX 2 Proposal of the Nomination and Remuneration Committee for the remuneration of the members of the Board of Directors The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that each member of the Board of Directors be paid an annual fee of EUR 95,000 until the close of the next Annual General Meeting and the Chair of the Board be paid EUR 184,000. Furthermore, the Nomination and Remuneration Committee proposes that the members of the Board of Directors and its Committees be paid the following annual fees: -the Vice Chair of the Board be paid EUR 26,000, -the Chair of the Audit Committee be paid EUR 26,000, and -each member of the Audit Committee be paid EUR 6,000. The proposed increase in the annual fees of the Board members is approximately 2 per cent. An increase to the annual fees of the Board members has lastly been made at the Annual General Meeting held on 2 June 2020. In determining the proposed fees, the Committee has considered the effect of financial regulation on the demandingness of the Board's work and the annual fees paid to Boards of businesses similar to Sampo Group. Potential statutory social and pension costs incurring to Board members having permanent residence outside Finland will, according to applicable national legislation, be borne by Sampo plc. In addition, actual travel and accommodation costs incurring to a Board member will be reimbursed. A Board member shall, in accordance with the resolution of the Annual General Meeting, acquire Sampo plc's A shares at the price paid in public trading for 50 per cent of his/her annual fee after the deduction of taxes, payments and potential statutory social and pension costs. The company will pay any possible transfer tax related to the acquisition of the company shares. A Board member shall make the purchase of shares during 2021 after the publication of the Interim Statement for January-September 2021 or, if this is not feasible because of insider regulations, on the first possible date thereafter. A Board member shall be obliged to retain the Sampo A shares under his/her ownership for two years from the purchasing date. The disposal restriction on the Sampo shares shall, however, be removed earlier in case the director's Board membership ends prior to release of the restricted shares i.e. the shares will be released simultaneously when the term of the Board membership ends. Helsinki, 11 February 2021 SAMPO PLC Nomination and Remuneration Committee ANNEX 3 Proposal of the Nomination and Remuneration Committee for the number of members of the Board of Directors and the members of the Board of Directors The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that the number of Board members remain unchanged and that eight members be elected to the Board. The proposal is in compliance with Sampo plc's Board Diversity Policy. The Nomination and Remuneration Committee of the Board of Directors proposes that the current members of the Board Christian Clausen, Fiona Clutterbuck, Georg Ehrnrooth, Jannica Fagerholm, Johanna Lamminen, Risto Murto and Björn Wahlroos be re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members Antti Mäkinen is not available for re-election. The Committee proposes that Markus Rauramo be elected as a new member to the Board. Markus Rauramo was born in 1968 and has a Master of Social Sciences degree from the University of Helsinki. He has made a long career in the energy sector as well as pulp and paper industry and is currently the President and CEO of Fortum Corporation. He started in this position in July 2020. Rauramo's complete CV is enclosed to this proposal. All the proposed Board members have been determined to be independent of the company and its major shareholders under the rules of the Finnish Corporate Governance Code 2020. The CVs of all persons proposed as Board members are available at https://www.globenewswire.com/Tracker?data=fNfvZ39Oa4E8W8x1vJ8F9397vlcnQNqcpJfIY8K_ZWsO1zv7umaLJTS2hVzDNexvhzh5PIDfta6v_ElJPpXS_f6wdiJarPsNak8ooeDGWq8= www.sampo.com/agm. The Nomination and Remuneration Committee proposes that the Board members elect Björn Wahlroos from among its number as the Chair of the Board and Jannica Fagerholm as its Vice Chair. It is proposed that Christian Clausen, Risto Murto and Björn Wahlroos (Chair) be elected to the Nomination and Remuneration Committee as well as Fiona Clutterbuck, Georg Ehrnrooth, Jannica Fagerholm (Chair), Johanna Lamminen and Markus Rauramo be elected to the Audit Committee. The compositions of the Committees fulfil the Finnish Corporate Governance Code 2020's requirement for independence. Helsinki, 11 February 2021 SAMPO PLC Nomination and Remuneration Committee Annex
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