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 
 
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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 
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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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