Notice to the Annual General Meeting - Seite 3

All the proposed Board members have been determined to be independent of the company and of the major shareholders under the rules of the Finnish Corporate Governance Code.

The CVs of all persons proposed as Board member are available at www.sampo.com/agm.

The Nomination and Compensation Committee proposes that the Board elects Björn Wahlroos from among its number as the Chairman of the Board. It is proposed that Veli-Matti Mattila, Risto Murto, Eira Palin-Lehtinen and Björn Wahlroos be elected to the Nomination and Compensation Committee as well as Anne Brunila, Jannica Fagerholm, Adine Grate Axén and Per Arthur Sørlie be elected to the Audit Committee. The compositions of the Committees fulfill the Finnish Corporate Governance Code's requirement for independence.

13. Resolution on the remuneration of the Auditor

The Audit Committee of the Board of Directors proposes to the Annual General Meeting that compensation be paid to the company's Auditor against an invoice approved by the company.

As background for the proposal, the Audit Committee states that its proposal is based on the fact that the Authorized Public Accountant Firm Ernst & Young has acted as Sampo Group's Auditor in 2014. The fee paid to the Auditor for services rendered and invoiced in 2014 totalled EUR 2,304,670. In addition, the accounting firm was paid a total of EUR 382,779 in fees for non-audit services rendered and invoiced. Approximately 60 per cent of the non-audit services fees related to transfer of Suomi Mutual's group pension insurance portfolio and the rest consists mainly of services related to taxes.

14. Election of the Auditor

The Audit Committee of the Board of Directors proposes that the Authorized Public Accountant Firm Ernst & Young Oy be elected as the company's Auditor until close of the next Annual General Meeting. Ernst & Young Oy has announced that Tomi Englund, APA, will be elected as the principally responsible Auditor if the Annual General Meeting choose Ernst & Young Oy to continue as the company's Auditor.

15. Authorizing the Board of Directors to decide on the repurchase of the company's own shares

The Board of Directors proposes that the Annual General Meeting authorize the Board to resolve to repurchase a maximum of 50 million Sampo A shares representing approximately 8.9 per cent of all A shares of the company. The repurchased shares will be cancelled.