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2016-02-10

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

SAMPO PLC STOCK EXCHANGE RELEASE 10 February 2016 at 11.00 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 21 April 2016. The notice of Annual General Meeting will be
published on 10 February 2016 and registration will commence on 11 February
2016. 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 2.15 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 remains unchanged
and eight members be elected to the Board. 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.

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.

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.

The proposals are attached in full to this release.

SAMPO PLC
Board of Directors

Distribution:

Nasdaq 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 totalled EUR
7,053,102,301.21, of which the profit for the financial year was EUR
1,227,831,784.12.

The Board proposes to the Annual General Meeting a dividend of EUR 2.15 per
share for the company's 560,000,000 shares. 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.

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, 10 February 2016

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. 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.

Helsinki, 10 February 2016

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 remains unchanged
and eight members be elected to the Board. The proposal is in compliance with
the policy on diversity with regard to the Board of Directors of Sampo plc
approved on 10 February 2016.

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.

Christian Clausen was born in 1955 and has a Master of Science (Econ.) from
the University of Copenhagen. He has made a long career at the banking branch
and worked at Nordea Bank AB (publ) since 2000. Clausen acted as the
President and Group CEO of Nordea in 2007-2015 and continues as Senior
Advisor until the end of 2016. Christian Clausen's complete CV is enclosed to
this proposal.

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.

Helsinki, 10 February 2016

SAMPO PLC
Nomination and Compensation Committee

Annex: CV of Christian Clausen

CV (10 February 2016)

Name:

Christian Clausen

Age:

Born 1955

Education:

University of Copenhagen
- Master of Science (Econ.) 1978

INSEAD
- Executive Management Programme 1987

Current Position:

Nordea Bank AB (publ)
- Senior Advisor 2015-

Career:

Nordea Bank AB (publ)
- President and Group CEO 2007-2015
- Head of Nordea Asset Management&Life 2000-2007

Unibank (Nordea Bank AB)
- Member of the Executive Board 1998-2000
- MD and Chief Executive of Unibank Markets 1996-1998

Unibørs Securities
- MD and Chief Executive 1990-1996

Privatbørsen
- MD 1988-1990

Positions of Trust:

International Monetary Conference Board of Directors (IMC), Board Member 2014-
European Banking Federation, Chairman and Director 2011-2015
Swedish Banking Association, Chairman 2010-2013, Board Member 2013-2015

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 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.

Helsinki, 10 February 2016

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 ...

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