Notice to the Annual General Meeting - Seite 2

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 A shares at the price paid in public trading for 50 per cent of his/her annual fee (excluding potential statutory social and pension costs) after deduction of taxes and similar payments. The company will pay any possible transfer tax related to the acquisition of the company shares.

The purchases shall be made within two weeks of the date when the interim report for January-September 2015 has been published or, if this is not feasible because of insider regulation, 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.

11. Resolution on the number of the members of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that the number of members remains unchanged and eight members be elected to the Board.

12. Election of the members of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors proposes that the current members of the Board Anne Brunila, Jannica Fagerholm, Adine Grate Axén, Veli-Matti Mattila, Eira Palin-Lehtinen, Per Arthur Sørlie and Björn Wahlroos are re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members Matti Vuoria is not available for re-election. The Committee proposes that Risto Murto be elected as a new member to the Board.