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2016-02-10

Sampo Oyj: Notice to the Annual General Meeting

SAMPO PLC STOCK EXCHANGE RELEASE 10 February 2016 at 2:25 pm

NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Sampo plc to the Annual General Meeting
to be held on Thursday, 21 April 2016 at 2.00 pm at Helsinki Exhibition and
Convention Centre, halls 5ab, Messuaukio 1, 00520 Helsinki. The reception of
shareholders who have registered for the meeting and the serving of coffee
prior to the meeting will start at 12.30 pm.

A. Items on the agenda of the Annual General Meeting

At the Annual General Meeting, the following items will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, of the Board of Directors' Report and
the Auditor's Report for the year 2015

Review by the Group CEO and President

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and payment
of dividend

The Board proposes to the Annual General Meeting a dividend of EUR 2.15 per
share for the company's 560,000,000 shares for the financial year that ended
on 31 December 2015. The dividends to be paid amount to a total of EUR
1,204,000,000. 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 25 April 2016. The Board proposes that the dividend be
paid on 3 May 2016.

9. Resolution on the discharge of the members of the Board of Directors and
the CEO from liability

10. Resolution on 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. Annual fees payable to the
Board members have remained at the same level since the close of the Annual
General Meeting in 2008.

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.

A Board member shall make the purchase of shares during 2016 after the
publication of the interim statement for January-September 2016 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 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 members of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors proposes
that the current members of the Board Jannica Fagerholm, Adine Grate Axén,
Veli-Matti Mattila, Risto Murto, 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 Anne Brunila is not
available for re-election. The Committee proposes that Christian Clausen be
elected as a new member to the Board.

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 2015.

The CVs of all persons proposed as Board member are available
atwww.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 Christian
Clausen, 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 2015'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 the Authorized
Public Accountant Firm Ernst&Young has acted as Sampo plc's Auditor in 2015.
The fee paid to the Auditor for services rendered and invoiced in 2015
totalled EUR 2,371,128. In addition, the accounting firm was paid a total of
EUR 332,799 in fees for non-audit services rendered and invoiced.

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.

As background for the proposal, the Audit Committee states that Tomi Englund
has acted as Sampo plc's principally responsible Auditor since 1 April 2015.

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.

The price paid for the shares repurchased under the authorization shall be
based on the current market price of Sampo A shares on the securities market.
The minimum price to be paid would be the lowest market price of the share
quoted during the authorization period and the maximum price the highest
market price quoted during the authorization period.

The repurchases under the authorization are proposed to be carried out by
using funds in the unrestricted shareholders' equity which means that the
repurchase will reduce funds available for distribution of profit.

The authorization for repurchases is proposed to be carried out in such
marketplaces the rules of which allow companies to trade with their own
shares. Sampo A shares will be repurchased in other proportion than the
shareholders' proportional shareholdings (directed repurchase). The company
may enter into derivative, stock lending or other arrangements customary in
capital market practice within the limits set by law and other regulations.
In repurchases through such marketplaces, the company will follow the rules
and guidelines regarding, among other factors, the determination of the
repurchase price, settlement and disclosure of trades, of the marketplace in
which the repurchase is carried out.

The holder of all Sampo 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.

16. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the decisions on the items on the agenda of the Annual
General Meeting as well as this notice are available on Sampo plc website
atwww.sampo.com/agm. The financial statements, the report of the Board of
Directors and the Auditor's Report on Sampo plc, are available
atwww.sampo.com/annualreportno later than 18 March 2016. The proposals for
decisions and the other above-mentioned documents are also available at the
meeting. Copies of these documents and of this notice will be sent to
shareholders upon request. The minutes of the meeting will be available
atwww.sampo.com/agmas of 4 May 2016.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in shareholders' register

Each shareholder who is registered on 11 April 2016 in the shareholders'
register of Sampo plc held by Euroclear Finland Ltd. has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his /her personal Finnish book-entry account, is registered in
shareholders' register of the company.

A shareholder who is registered in shareholders' register of the company and
who wants to participate in the Annual General Meeting shall register for the
meeting no later than 4.00 pm on 14 April 2016 by giving a prior notice of
participation, which shall be received by the company no later than on the
above-mentioned date. Such notice can be given:

a) on the internet atwww.sampo.com/agm;

b) by telephone +358 10 516 0028 Mon-Fri 8.00 am-4.00 pm;

c) by fax +358 10 516 0719; or

d) by regular mail to the address Sampo plc / Shareholders Services,
Fabianinkatu 27, 00100 Helsinki, Finland.

Registration should arrive no later than by 4.00 pm on Thursday 14 April 2016
irrespective of the method of registration.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative.

When registering a proxy on the internet share...

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