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 2015 at 11.30 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 16 April 2015. The notice of Annual General Meeting will be published on 11
February 2015 and registration will commence on 12 February 2015. 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 1.95 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 following members of the Board Anne Brunila, Jannica Fagerholm, Adine Grate
Axén, Veli-Matti Mattila, Eira Palin-Lehtinen, Per Arthur Sørlie, and Björn
Wahlroos are re-elected. Of the current members Matti Vuoria is not available
for re-election. The Committee proposes that Risto Murto be elected as a new
member to the Board. The Members of the Board are 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 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 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 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
6,908,853,083.44, of which the profit for the financial year was EUR
1,049,724,795.16.

The Board proposes to the Annual General Meeting a dividend of EUR 1.95 per
share for the company's 560,000,000 shares. The dividends to be paid amount to a
total of EUR 1,092,000,000. 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 20 April 2015. The Board proposes that the dividend be paid on 28
April 2015.

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, 11 February 2015

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.

The purchases shall be made within two weeks of the date when the interim report
for January-September 2015 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, 11 February 2015

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 and Björn
Wahlroos are re-elected for a term continuing until the close of the next Annual
General Meeting. Of the current members Matti Vuoria is not available for re-
election. The Committee proposes that Risto Murto be elected as a new member to
the Board.

Risto Murto was born in 1963 and is a doctor of Business Administration from the
Helsinki School of Economics (currently part of Aalto University). He has worked
for Varma Mutual Pension Insurance Company since 2006 and is currently the CEO
of the company. Risto Murto's complete CV is enclosed to this proposal.

All the proposed Board members have been determined to be independent under the
rules of the Finnish Corporate Governance Code.

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, Risto Murto, Eira Palin-Lehtinen 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, 11 February 2015

SAMPO PLC
Nomination and Compensation Committee

Annex: CV of Risto Murto



CV (11 February 2015)

Name:

Risto Murto

Age:

born 1963

Education:

Helsinki School of Economics
- Ph.D. (Economics) 1997

University of Oulu
- LicPolSc (Economics) 1992

University of Oulu
- MSc (Economics) 1989

Current Position:

Varma Mutual Pension Insurance Company
- Chief Executive Officer, President  2014-

Career:

Varma Mutual Pension Insurance Company
- Executive Vice President 2010-2013
- Senior Vice President, CIO 2006-2010

Opstock Ltd.
- President 2000-2005
- Head of Equities and Research 1997-2000

Erik Selin Ltd.
- Head of Research 1993-1997

Bank of Finland
- Economist 1992-1993

ETLA, the Research Institute of the Finnish Economy
- Research Fellow 1987-1992

Positions of Trust:

Wärtsilä Corporation, Board Member 2014-
Federation of Finnish Financial Services, Board Member 2014-
The Finnish Pension Alliance TELA, I Vice Chairman of the Board, 2014-
University of Oulu, Vice Chairman of the Board 2014-
Nokian Tyres plc, Board Member 2012-
Kaleva Mutual Insurance Company, Board Member 2010-2012, Vice Chairman of the
Board 2013-



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 Group's Auditor in
2014. The fee paid to the Auditor for services rendered and invoiced in 2014
totalled EUR 2,304,670. In addition, the accounting firm was paid a total of EUR
382,779 in fees for non-audit services rendered and invoiced. Approximately 60
per cent of the non-audit services fees related to transfer of Suomi Mutual's
group pension insurance portfolio and the rest consists mainly of services
related to taxes.



Helsinki, 11 February 2015

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 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.



Helsinki, 11 February 2015

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 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 repurchases
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.



Helsinki, 11 February 2015

SAMPO PLC
Board of Directors


[HUG#1893525]