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

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

SAMPO PLCSTOCK EXCHANGE RELEASE 13 February 2013 at 10.35 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 18 April 2013. The notice of Annual General Meeting will be
published on 13 February 2013 and registration will commence on 14 February
2013. 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 1.35 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 members be decreased with one
to eight members and that the current members of the Board Anne Brunila, Adine
Grate Axén, Veli-Matti Mattila, Eira Palin-Lehtinen, Per Arthur Sørlie, Matti
Vuoria and Björn Wahlroos are re-elected for a term continuing until the close
of the next Annual General Meeting. Of the current members Jukka Pekkarinen
and Christoffer Taxell are not available for re-election. The Committee
proposes that Jannica Fagerholm be elected as a new member to the Board.

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.

The Audit Committee proposes that Ernst & Young Oy be elected as the company's
auditor until the close of the next Annual General Meeting.

The proposals are attached in full to this release.

SAMPO PLC
Board of Directors

Distribution:
NASDAQ OMX Helsinki
The principal media
Financial Supervisory Authority
www.sampo.com

ANNEX 1

Proposal of the Board of Directors for Distribution of Profit

According to Sampo plc's dividend policy the total amount of dividends paid
shall be at least 50 per cent of the Group's annual net profit (excluding
extraordinary items). Share buy-backs can be used to complement dividends.

The parent company's distributable capital and reserves totaled EUR
6,694,652,272.86, of which the profit for the financial year was EUR
737,122,584.60.

The Board proposes to the Annual General Meeting a dividend of EUR 1.35 per
share for the company's 560,000,000 shares. The dividends to be paid amount to
a total of EUR 756,000,000.00. 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 23 April 2013. The Board proposes that the dividend be paid on 30
April 2013.

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, 13 February 2013

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 plc's 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 purchases
shall be made within two weeks of the date when the interim report for January
- March 2013 has been published or, if this is not feasible because of insider
regulation, on the first possible date thereafter.

Helsinki, 13 February 2013

SAMPO PLC
Nomination and Compensation Committee

ANNEX 3

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

The Nomination and Compensation Committee of the Board of Directors proposes
to the Annual General Meeting that the number of members be decreased with one
to eight members.

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

Fagerholm was born in 1961 and has a Master in Business Administration from
the Swedish School of Economics in Helsinki. She has worked as the Managing
Director at Signe and Ane Gyllenberg Foundation since 2010. The CV of Jannica
Fagerholm is attached to this proposal.

All the proposed Board members are independent of the major shareholders and
all but Matti Vuoria are independent of the company. Matti Vuoria is the Chief
Executive Officer and President of Varma Mutual Pension Insurance Company and
Sampo Group's Chief Executive Officer and President, Kari Stadigh, is a member
of Varma's Board of Directors. This constitutes an interlocking control
relationship according to recommendation 15 (e) of the Finnish Corporate
Governance Code. Majority of the proposed Board members are independent of
major shareholders and the company.

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, Eira Palin-Lehtinen, Matti Vuoria 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.

Helsinki, 13 February 2013

SAMPO PLC
Nomination and Compensation Committee

Annex: CV of Jannica Fagerholm

Annex 1: Curriculum Vitae ofJannica Fagerholm

Name:
Jannica Fagerholm, born 1961

Education:
M.Sc. (Econ) 1986, Hanken Swedish School of Economics, Helsinki

Current position:
Signe and Ane Gyllenberg Foundation
- Managing Director 2010-

Career:

SEB Gyllenberg Private Bank
- Managing Director and Head of Private Banking 1999-2010
- Member to management board of SEB Gyllenberg Asset Management 1999-2010
- Member of SEB's Private Banking management group 2007-2010
- Member to management board of SEB Finland 2007-2010
- Chairman of the credit committee of SEB Gyllenberg Private Bank 2001-2010

Handelsbanken Liv
- Head of Life Insurance business in Finland 1998-1999

Sampo Group
- various positions in Sampo Insurance Group and its investment management
unit in 1990-1998
- Vice President Investments, Sampo Life and Kaleva 1996-1998
- Head of Fixed Income 1994-1996
- Head of Finance, Investment Management, 1992-1994

Positions of Trust:
Aktia plc and Aktia Bank, Board Member and Member of the Audit Committee
Kelonia (Private Equity holding company), Board Member
Veritas Pension Company, Member of the Supervisory Board
Hanken Swedish School of Economics, Board Member, Chairman of the Investment
Committee
Swedish Society of Literature (Svenska litteratursällskapet), Member of the
Investment Committee

ANNEX 4

Proposal of the Audit Committee for 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 reasonable
invoice approved by the company.

As background for the proposal, the Audit Committee states that the Authorized
Public Accountant Firm Ernst & Young Oy has acted as Sampo Group's Auditor in
2012. The fee paid to the Auditor for services rendered and invoiced in 2012
totaled EUR 2,311,431. In addition, the accounting firm was paid a total of
EUR 544,737 in fees for non-audit services rendered and invoiced. Solvency II
related fees accounted for approximately 70 per cent of the non-audit services
fees, the rest consists mainly of services related to taxes.

Helsinki, 13 February 2013

SAMPO PLC
Audit Committee

ANNEX 5

Proposal of the Audit Committee for the 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 Heikki Ilkka, APA, will be re-elected as the principally responsible
Auditor if the Annual General Meeting chooses Ernst & Young Oy to continue as
the company's Auditor.

Helsinki, 13 February 2013

SAMPO PLC
Audit Committee

ANNEX 6

Proposal of the Board of Directors for Authorization 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 decide on the repurchase of Sampo A shares using funds available for
profit distribution.

Sampo A shares can be repurchased in one or more lots up to a total of
50,000,000 shares representing approximately 8.9 per cent of all A shares of
the company. Sampo shares can be repurchased in other proportion than the
shareholders' proportional shareholdings (directed repurchase).

The share price will be no higher than the highest price paid for Sampo plc
shares in public trading at the time of the purchase. However, in implementing
the repurchase of Sampo shares, normal derivatives, stock lending or other
contracts may also be entered into within the legal and regulatory limits, at
the price determined by the market.

The holder of all Sampo plc B shares has given its consent to a buy-back of A
shares.

It is proposed that the authorization will be valid until the close of the
next Annual General Meeting, provided this is not more than 18 months from the
Annual General Meeting's decision.

Helsinki, 13 February 2013

SAMPO PLC
Board of Directors

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Source: Sampo Oyj via Thomson Reuters ONE
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