Sampo - Company Announcement

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

SAMPO PLC           STOCK EXCHANGE RELEASE         12 February 2014 at 11.15 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 24 April 2014. The notice of Annual General Meeting will be published on 12
February 2014 and registration will commence on 13 February 2014. 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 1.65 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 that
the current eight members of the Board Anne Brunila, Jannica Fagerholm, 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.

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 totalled EUR
6,775,182,609.93, of which the profit for the financial year was EUR
829,380,952.52.

The Board proposes to the Annual General Meeting a dividend of EUR 1.65 per
share for the company's 560,000,000 shares. The dividends to be paid amount to a
total of EUR 924,000,000. 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 29 April 2014. The Board proposes that the dividend be paid on 7 May
2014.

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, 12 February 2014

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 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.

The purchases shall be made within two weeks of the date when the interim report
for January-September 2014 has been published 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, 12 February 2014

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 Nomination and Compensation Committee of the Board of Directors proposes
that the current members of the Board Anne Brunila, Jannica Fagerholm, 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.

All the proposed Board members are independent of the company and of the major
shareholders.

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, 12 February 2014

SAMPO PLC
Nomination and Compensation 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 an 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
2013. The fee paid to the Auditor for services rendered and invoiced in 2013
totalled EUR 2,241,568. In addition, the accounting firm was paid a total of EUR
300,695 in fees for non-audit services rendered and invoiced. Solvency II
related fees accounted for approximately 54 per cent of the non-audit services
fees, the rest consists mainly of services related to taxes.
Helsinki, 12 February 2014
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 choose Ernst & Young Oy to continue as the
company's Auditor.


Helsinki, 12 February 2014


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 A 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 A shares
in public trading at the time of the purchase. However, in implementing the
repurchase of Sampo A 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 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, 12 February 2014

SAMPO PLC
Board of Directors


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