Sampo - Notice to general meeting

Notice to the Annual General Meeting

SAMPO PLC            STOCK EXCHANGE RELEASE        10 February 2016 at 2:25 pm


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, 21 April 2016 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. Items 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, of the Board of Directors' Report and
the Auditor's Report for the year 2015

     Review by the Group CEO and President

7. Adoption of the annual accounts

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

The Board proposes to the Annual General Meeting a dividend of EUR 2.15 per
share for the company's 560,000,000 shares for the financial year that ended on
31 December 2015. The dividends to be paid amount to a total of EUR
1,204,000,000. 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 25 April 2016. The Board proposes that the dividend be paid on 3 May
2016.

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. 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.

A Board member shall make the purchase of shares during 2016 after the
publication of the interim statement for January-September 2016 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.

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 remains unchanged and
eight members be elected to the Board.

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 Jannica Fagerholm, Adine Grate Axén, Veli-
Matti Mattila, Risto Murto, 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 Anne Brunila is not available for re-
election. The Committee proposes that Christian Clausen be elected as a new
member to the Board.

All the proposed Board members have been determined to be independent of the
company and of the major shareholders under the rules of the Finnish Corporate
Governance Code 2015.

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 Christian
Clausen, 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 2015'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 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 plc's Auditor in 2015.
The fee paid to the Auditor for services rendered and invoiced in 2015 totalled
EUR 2,371,128. In addition, the accounting firm was paid a total of EUR 332,799
in fees for non-audit services rendered and invoiced.

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 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.

As background for the proposal, the Audit Committee states that Tomi Englund has
acted as Sampo plc's principally responsible Auditor since 1 April 2015.

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 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 repurchase
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.

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 18 March 2016. 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 4 May 2016.


C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in shareholders' register

Each shareholder who is registered on 11 April 2016 in the shareholders'
register of Sampo plc 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 14 April 2016 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 fax +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 Thursday 14 April 2016
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 11 April 2016, and 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 18 April 2016. 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, 10 February 2016, 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, 10 February 2016

SAMPO PLC
Board of Directors

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

[HUG#1985117]