Proposals of Sampo plc's Board of Directors and its Committees to the Annual General Meeting - Seite 2

The parent company's distributable capital and reserves totalled EUR 6,775,182,609.93, of which the profit for the financial year was EUR 829,380,952.52.

The Board proposes to the Annual General Meeting a dividend of EUR 1.65 per share for the company's 560,000,000 shares. The dividends to be paid amount to a total of EUR 924,000,000. The remainder of the funds is to be left in the equity capital.

The dividend will be paid to shareholders registered in the register of shareholders held by Euroclear Finland Ltd. on the record date of the dividend payment on 29 April 2014. The Board proposes that the dividend be paid on 7 May 2014.

No significant changes have taken place in the company's financial position since the end of the financial year. 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, 12 February 2014

SAMPO PLC
Board of Directors

ANNEX 2

Proposal of the Nomination and Compensation Committee for the Remuneration 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 fees of the members of the Board of Directors remain unchanged and that the members of the Board of Directors be paid the following fees until the close of the next Annual General Meeting: the Chairman of the Board will be paid an annual fee of EUR 160,000, the Vice Chairman of the Board will be paid EUR 100,000 and the other members of the Board of Directors will be paid EUR 80,000 each.

Potential statutory social and pension costs incurring to non-Finnish members according to applicable national legislation will be borne by Sampo plc. In addition, reasonable travel and accommodation costs incurring to a Board member due to the Board meeting being held outside his/her permanent place of residence 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 2014 has been published or, if this is not feasible because of insider regulation, on the first possible date thereafter.