Sampo - Notice to general meeting

Notice to the Annual General Meeting

SAMPO PLC   STOCK EXCHANGE RELEASE     13 February 2013 at 11.20 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, 18 April 2013 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, the report of the Board of Directors and
the Auditor's Report for the year 2012

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 the
payment of dividend

The Board proposes to the Annual General Meeting a dividend of EUR 1.35 per
share for the company's 560,000,000 shares for the financial year that ended on
31 December 2012. The dividends to be paid amount to a total of EUR
756,000,000.00.

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 23 April 2013. The Board proposes that the dividend be paid on 30
April 2013.

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.

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 plc's 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.

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 decreased with one to
eight members.

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 Anne Brunila, 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. Of the current members Jukka Pekkarinen and Christoffer Taxell are not
available for re-election. The Committee proposes that Jannica Fagerholm be
elected as a new member to the Board.

Fagerholm was born in 1961 and has a Master in Business Administration from the
Swedish School of Economics in Helsinki. She has worked as the Managing Director
at Signe and Ane Gyllenberg Foundation since 2010.

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

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.

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.

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
2012. The fee paid to the Auditor for services rendered and invoiced in 2012
totaled EUR 2,311,431. In addition, the accounting firm was paid a total of EUR
544,737 in fees for non-audit services rendered and invoiced. Solvency II
related fees accounted for approximately 70 per cent of the non-audit services
fees, the rest consists mainly of services related to taxes.

14. 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 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's 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 15 March 2013. 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 of 2 May 2013.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in shareholders' register

Each shareholder who is registered on 8 April 2013 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 12 April 2013 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 at www.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 Friday 12 April 2013
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 8 April 2013, 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 15 April 2013. 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 Sampoplc/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, 13 February 2013 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.

Helsinki, 13 February 2013

SAMPO PLC
Board of Directors



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


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