Sampo - Notice to general meeting

Notice to the Annual General Meeting

SAMPO PLC       STOCK EXCHANGE RELEASE       9 February 2012 at 11.00 am



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, 12 April 2012 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. Matters 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, report of the Board of Directors and
Auditor's Report for the year 2011

Review by the Group CEO

7. Adoption of the annual accounts

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

According to Sampo plc's dividend policy the total amount of dividends will
correspond to 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
6,623,776,460.88, of which profit for the financial year was EUR 682,234,763.79.

The Board proposes to the Annual General Meeting a dividend of EUR 1.20 per
share of the company's 560,000,000 shares. The dividends to be paid amount to a
total of EUR 672,000,000. 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 17 April 2012. The Board proposes that the dividend be paid on 24
April 2012.

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 fulfil its obligations.

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. In addition, potential
statutory social and pension costs incurring to non-Finnish members according to
applicable national legislations will be borne by Sampo plc. Approximately 50
per cent of each Board member's annual fee (excluding potential statutory social
and pension costs), after deduction of taxes and similar payments, will be paid
in Sampo A shares and the rest in cash.

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 be increased with one to
nine members. Considering the current mix of business and based on past
experience, the Committee regards nine as an appropriate number of directors
allowing the needed diversity in experiences and skills as well as efficient
ways of working.

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 Adine Anne Brunila, Grate Axén, Veli-Matti
Mattila, 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. The Committee proposes that Per Arthur Sørlie be
elected as a new member to the Board.

Per Arthur Sørlie was born in 1957 and has a Master in Business Administration
from the Norwegian School of Economics and Business Administration in Bergen. He
has worked for Orkla Group in Norway since 1990.

All the proposed Board members are independent of the major shareholders and all
but Björn Wahlroos and Matti Vuoria are independent of the company.

The full CVs of all persons proposed as Board member as well as the Committee's
rationale for not assessing these persons independent of the company are
available at www.sampo.com/agm. A majority of the proposed Board members are
independent of major shareholders and the company.

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, Christoffer Taxell, Matti Vuoria and
Björn Wahlroos be elected to the Nomination and Compensation Committee and Anne
Brunila, Adine Grate Axén, Jukka Pekkarinen and Per Arthur Sørlie be elected to
the Audit Committee. The Committees fulfil the Finnish Corporate Governance
Code'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 reasonable
invoice approved by the company.

The Audit Committee states that its proposal is based on the fact that the
accounting firm Ernst & Young Oy was Sampo Group's Auditor in 2011. The fee paid
to the Auditor for services rendered and invoiced in 2011 totaled EUR
2,013,628. In addition, the accounting firm was paid a total of EUR 281,071 in
fees for non-audit services rendered and invoiced.

14. Election of the Auditor

The Audit Committee of the Board of Directors proposes that 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.

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 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's 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 at
www.sampo.com/agm. The financial statements, the report of the Board of
Directors and the Auditor's Report on Sampo plc, are available at
www.sampo.com/annualreport no later than 9 March 2012. 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 at
www.sampo.com/agm as from 26 April 2012.



C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in shareholders' register

Each shareholder who is registered on 29 March 2012 in shareholders' register of
the company 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 4 April 2012 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 telefax +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 Wednesday 4 April 2012
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
shareholder's book-entry account number is also needed. The personal data given
to Sampo plc is used only in connection with the Annual General Meeting and with
the processing of related registrations.

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of shares, based on which he/she on the record date of
the Annual General Meeting, i.e. on 29 March 2012, would be entitled to be
registered in shareholders' register of the company held by Euroclear Finland
Ltd. The right to participate in the Annual General Meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders' register held by Euroclear Finland Ltd. at the
latest by 10 am on 5 April 2012. As regards nominee registered shares this
constitutes a due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholders'
register of the company, the issuing of proxy documents and registration for the
Annual General Meeting from his/her custodian bank. The account management
organization of the custodian bank has to register a holder of nominee
registered shares, who wants to participate in the Annual General Meeting, into
the temporary shareholders' register of the company at the latest by the time
stated above.

Further information on these matters can also be found on the company's website
www.sampo.com/agm.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder at the Annual General
Meeting. When a shareholder participates in the Annual General Meeting by means
of several proxy representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the Annual General Meeting.

Possible proxy documents should be delivered in originals to the address Sampo
plc/Shareholder Services, Fabianinkatu 27, 00100 Helsinki, Finland before the
end of registration.

4. Other instructions and information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the items to be considered at the meeting.

On the date of this notice to the Annual General Meeting, 9 February 2012 the
total number of shares in Sampo plc is 558,800,000 A shares, representing
558,800,000 votes and 1,200,000 B shares representing 6,000,000 votes, i.e. a
total of 560,000,000 shares and 564,800,000 votes. At the Annual General Meeting
each A share carries one vote and each B share carries five votes.



Salo, 9 February 2012



SAMPO PLC

The Board of Directors



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


[HUG#1584073]