Proposals of Sampo plc's Board of Directors and its Committees to the Annual General Meeting

SAMPO PLC       STOCK EXCHANGE RELEASE      7 February 2019 at 9:40 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 9 April 2019. The notice of Annual General Meeting will be published on 7 February 2019 and registration will commence on 8 February 2019. 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 Compensation Committee for the Remuneration of the Members of the Board of Directors

- Proposal of the Nomination and Compensation 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

- Proposal of the Audit Committee for the 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 2.85 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 profit distribution.

The Nomination and Compensation 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, Jannica Fagerholm, Veli-Matti Mattila, Risto Murto, Antti Mäkinen and Björn Wahlroos be re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members Adine Grate Axén and Eira Palin-Lehtinen are not available for re-election. The Committee proposes that Fiona Clutterbuck and Johanna Lamminen be elected as new members to the Board.

The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that the amount of fees of the members of the Board of Directors remain unchanged as a whole and that each member of the Board of Directors be paid an annual fee of EUR 90,000 until the close of the next Annual General Meeting and the Chairman of the Board be paid EUR 175,000. Furthermore, the Nomination and Compensation Committee proposes that the members of the Board of Directors and its Committees be paid the following annual fees: the Vice Chairperson of the Board be paid EUR 25,000; the Chairperson of the Audit Committee be paid EUR 25,000; and the member of the Audit Committee be paid EUR 6,000.