Sampo - Company Announcement

PROPOSALS OF SAMPO PLC´S BOARD OF DIRECTORS AND ITS COMMITTEES TO THE ANNUAL GENERAL MEETING

SAMPO PLC        STOCK EXCHANGE RELEASE     11 February 2009 at 10.50 

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 7 April, 2009. The notice of Annual General Meeting will be published on 24 
February, 2009 and registration will commence from this date. The Board of      
Directors and its committees have made the following proposals to the Annual    
General Meeting. The proposals are attached in full to this release.            


PROPOSAL of THE BOARD OF DIRECTORS for the DIVIDEND                             

Distributable capital and reserves totalled EUR 3,061,295,568.16 in the parent  
company, of which EUR 554,584,670.63 is profit for the period. Sampo's Board    
proposes to the Annual General Meeting that a dividend of EUR 0.80 per share be 
distributed. The maximum amount that can be distributed as dividends is EUR     
449,097,912.00.                                                                 


PROPOSAL of THE Board's NOMINATION AND COMPENSATION COMMITTEE FOR THE           
COMPENSATION OF THE BOARD OF DIRECTORS.                                         

After hearing the major shareholders, the Nomination and Compensation Committee 
proposes to the Annual General Meeting that the fees paid to the members of the 
Board of Directors will remain the same and will be as follows: the Chairman of 
the Board will receive an annual fee of EUR 160,000, the Vice Chairman will     
receive EUR 100,000, and to the other members of the Board will receive EUR     
80,000. 50 per cent of the Board members' annual compensation, after deduction  
of taxes and similar payments, will be paid in Sampo A shares and the rest in   
cash.                                                                           


PROPOSAL OF THE Board's NOMINATION AND COMPENSATION COMMITTEE FOR THE NUMBER OF 
MEMBERS OF SAMPO'S BOARD OF DIRECTORS AND THE MEMBERS OF THE BOARD OF DIRECTORS 

After hearing the major shareholders, the Nomination and Compensation Committee 
proposes to the Annual General Meeting that eight members be elected to the     
Board of Directors and that the current members of the Board, Tom Berglund, Anne
Brunila, Eira Palin-Lehtinen, Jukka Pekkarinen, Christoffer Taxell, Matti Vuoria
and Björn Wahlroos, be re-elected for a term continuing until the close of the  
next Annual General Meeting. It is proposed that Veli-Matti Mattila be elected  
as a new Board member for a term continuing until the close of the next Annual  
General Meeting.                                                                

The Nomination and Compensation Committee proposes that the Board elect Björn   
Wahlroos from among their number as the new Chairman of the Board.              

The CVs of the proposed persons can be viewed on the Internet at                
www.sampo.com/yhtiokokous.                                                      
PROPOSAL of the BOARD'S AUDIT COMMITTEE for THE REMUNERATION AND ELECTION OF THE
AUDITOR                                                                         

The Board's Audit Committee proposes that compensation be paid to the company's 
Auditor on the basis of reasonable invoicing and that Ernst & Young Oy be       
elected as the Auditor until the close of the next Annual General Meeting in    
2010.                                                                           

PROPOSAL OF THE BOARD OF DIRECTORS FOR AUTHORISATION TO DECIDE ON REPURCHASING  
SAMPO SHARES                                                                    

The Board of Directors proposes that the Annual General Meeting authorise the   
Board to decide on repurchasing 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. Sampo shares can be repurchased in other proportion 
than the shareholders' proportional shareholdings (private repurchase).         


PROPOSAL OF THE BOARD OF DIRECTORS FOR THE REDUCTION OF THE SHARE PREMIUM       
ACCOUNT AND RESERVES                                                            

The Board proposes that the Annual General Meeting decide to reduce the share   
premium account and the reserve fund on the company's Balance Sheet on 31       
December 2008 by transferring all the funds in the share premium account and    
reserve fund on the Balance Sheet on 31 December 2008 to the invested           
unrestricted equity. Transferring the funds as proposed will enhance the        
flexibility of the company's capital structure and increase the distributable   
equity and reserves.                                                            


SAMPO PLC                                                                       
Board of Directors                                                              


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


ANNEX 1                         

SAMPO PLC'S BOARD OF DIRECTORS' DIVIDEND PROPOSAL                               

According to its dividend policy, Sampo plc aims to distribute an annual        
dividend corresponding to a dividend yield of 4-6 per cent. Dividends cannot,   
however, exceed reported profit after tax (excl. extraordinary items) for the   
calendar year for which the dividend is paid. Share buy-backs can be used to    
complement dividends.                                                           

Parent company's distributable capital and reserves totalled EUR                
3,061,299,568.16 of which profit for the financial year was EUR 554,584,670.63. 

The Board proposes to the Annual General Meeting a dividend of EUR 0.80 per     
share to company's 561,372,390 shares. The dividends to be paid are EUR         
449,097,912 in total. Rest of funds are left in the equity capital.             

The dividend will be paid to shareholders registered in the Register of         
Shareholders held by Finnish Central Securities Depository Ltd on the record    
date 14 April 2009. The Board proposes that the dividend will be paid on 21     
April 2009.                                                                     

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 the proposed distribution does not, in the Board's view, jeopardize the     
company's ability to fulfil its obligations.                                    


Helsinki, 11 February 2009                                                      

SAMPO PLC                                                                       
Board of Directors                                                              


ANNEX 2                                                                         

PROPOSAL BY THE NOMINATION AND COMPENSATION COMMITTEE FOR THE COMPENSATION OF   
THE MEMBERS OF SAMPO PLC'S BOARD OF DIRECTORS                                   

After hearing the major shareholders, Sampo plc's (hereinafter “Sampo”)         
Nomination and Compensation Committee proposes to the Annual General Meeting    
that the members of the Board of Directors be paid the following fees per annum 
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 will be paid an    
annual fee of EUR 100,000, and the other members of the Board will be paid EUR  
80,000 each. 50 per cent of each Board member's annual compensation, after      
deduction of taxes and similar payments, will be paid in Sampo A shares and the 
rest in cash.                                                                   

Board members employed by the company will not receive separate compensation for
Board work during the validity of the employment or service relationship.       

As background to the proposal that the Nomination and Compensation Committee has
proposed that the Annual General Meeting elect Björn Wahlroos to continue as a  
member of the Board of Directors and that the Board of Directors elect him as   
its Chairman. At the close of the Annual General Meeting, he will step down from
the position of Group CEO and President of Sampo. However, Björn Wahlroos will  
continue in the service of Sampo plc until 30 June 2009, and therefore he will  
be paid a Board Chairman fee of EUR 120,000. After the end of the service       
relationship, Björn Wahlroos will give up his participation in the “Sampo 2006” 
Sampo long-term share-based incentive scheme for Sampo Group's key management,  
and he will no longer be entitled to payments through this scheme.              


Helsinki, 11 February 2009                                                      

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             

After hearing the major shareholders, the Nomination and Compensation Committee 
of Sampo plc's (“Sampo”) Board of Directors proposes to the Annual General      
Meeting that eight members be elected to the Board of Directors, so that the    
current members of the Board Tom Berglund, Anne Brunila, Eira Palin-Lehtinen,   
Jukka Pekkarinen, Christoffer Taxell, Matti Vuoria and Björn Wahlroos, are      
re-elected for a term continuing until the close of the next Annual General     
Meeting. Additionally, Sampo's Nomination and Compensation Committee proposes   
that Veli-Matti Mattila be elected as a new Board member for a term continuing  
until the close of the next Annual General Meeting.                             

The Nomination and Compensation Committee proposes that the Board elect Björn   
Wahlroos from among their number as the new Chairman of the Board.              

The CVs of the persons proposed as members can be viewed at the website         
www.sampo.com/AGM.                                                              


Helsinki, 11 February 2009                                                      

SAMPO PLC                                                                       
Nomination and Compensation Committee                                           


ANNEX 4                                                                         

PROPOSAL ON auditor SELECTION AND FEES                                          

The Audit Committee of Sampo plc's Board proposes to the Annual General Meeting 
that compensation be paid to the company's auditor on the basis of reasonable   
invoicing.                                                                      

The Audit Committee of Sampo plc's Board proposes that Ernst & Young Oy be      
elected as the Auditor until the close of the next Annual General Meeting.      

As a background to the proposal Audit Committee states that accounting firm     
Ernst & Young has acted as auditor to Sampo Group in 2008. The total fees paid  
in 2008 to the auditor for services rendered and invoiced were EUR 1 994 281. In
addition, accounting firm was paid fees for non-audit services rendered and     
invoiced totalling EUR 473 373.                                                 


Helsinki, 11 February 2009                                                      

SAMPO PLC                                                                       
Audit Committee                                                                 


ANNEX 5                                                                         

PROPOSAL OF SAMPO PLC'S BOARD OF DIRECTORS FOR AUTHORISATION TO DECIDE ON       
REPURCHASING SAMPO SHARES                                                       

The Board of Directors of Sampo plc (“Sampo”) proposes that the Annual General  
Meeting authorise the Board to decide on repurchasing 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. Sampo shares can be repurchased in other proportion than the 
shareholders' proportional shareholdings (private 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 consent to a buy-back of A       
shares.                                                                         

It is proposed that the authorisation 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, 11 February 2009                                                      

SAMPO PLC                                                                       
Board of Directors                                                              


ANNEX 6                                                                         

REDUCTION OF THE SHARE PREMIUM ACCOUNT AND RESERVE FUND                         

The Board of Directors of Sampo plc proposes that the Annual General Meeting    
decides to reduce the share premium account and the reserve fund on the         
company's Balance Sheet as of 31 December 2008 by EUR 1,160,392,342.66 and by   
EUR 366,295,191.68, respectively, by transferring all the funds in the share    
premium account and reserve fund on the Balance Sheet as of 31 December 2008 to 
the reserve for invested unrestricted equity.                                   

Under the old Finnish Companies Act, which was in force until 31 August 2006,   
both the share premium account and the reserve fund were restricted equity. The 
new Limited Liability Companies Act no longer recognises either the concept of  
share premium account or the concept of reserve fund but, according to the      
transitional provisions of the new act, it is allowed to reduce the size of     
these funds by adhering to the provisions set for reducing share capital.       
Transferring the funds as proposed will enhance the flexibility of the company's
capital structure and increase the distributable equity and reserves.           


Helsinki, 11 February 2009                                                      

SAMPO PLC                                                                       
Board of Directors