Proposals of Sampo plc's Board of Directors and...

SAMPO PLC                        STOCK EXCHANGE RELEASE                  29 March 2023 at 1:20 pm EEST

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

Sampo plc's Board of Directors and its committees have made the following proposals to the Annual General Meeting to be held on 17 May 2023:

• Proposal for distribution of profit

• Proposal for the remuneration of the members of the Board of Directors

• Proposal for the number of members and the members of the Board of Directors

• Proposal for the remuneration of the Auditor

• Proposal for the election of the Auditor

• Proposal for authorisation on the repurchase of the company’s own shares

• Proposal on the amendment of articles 3 §, 4 § and 14 § of the company’s Articles of Association

• Proposal on the amendment of article 11 § of the company’s Articles of Association

• Proposal for the authorisation to resolve upon a share issue without payment (share split)

• Proposal for the partial demerger of Sampo plc

The Board proposes to the Annual General Meeting a dividend of EUR 2.60 per share. In addition, the Board proposes to the AGM for authorisation to resolve upon a share issue without payment (share split). Based on the proposed authorisation, the Board of Directors could resolve to issue new shares to all shareholders without payment in proportion to their holdings so that a maximum of five (5) new A shares would be issued for each current A share and a maximum of five (5) new B shares would be issued for each current B share. Based on the number of shares, a maximum of 2,581,897,560 new A shares and a maximum of 1,000,000 new B shares would be issued. The share issue without payment would not require any action from the shareholders. Further information is available in the appendix 9.

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorise the Board to resolve to repurchase, on one or several occasions, a maximum of 50,000,000 Sampo plc's A shares representing approximately 9.7 per cent of all outstanding A shares of the company. If the Annual General Meeting approves the Board's proposal to authorise the Board to decide on a share issue without consideration (share split) and the Board decides on a share issue without consideration in accordance with the authorisation, a maximum of 300,000,000 Sampo plc's A shares may be repurchased, representing approximately 9.7 per cent of all outstanding A shares of the company after the new shares to be issued in the share issue without consideration have been registered. The repurchased shares will be cancelled. Further information is available in appendix 6.

As disclosed earlier this morning, the Board has resolved to propose to the AGM a partial demerger of Sampo plc to separate Mandatum from the Group. Further information on the partial demerger proposal is available in appendix 10 and at the company’s website at www.sampo.com/demerger.

Proposals for the remuneration, number, and members of the Board of Directors

The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that the number of Board members that be increased by one and that ten members be elected to the Board.

The Nomination and Remuneration Committee proposes that the current members of the Board Christian Clausen, Fiona Clutterbuck, Georg Ehrnrooth, Jannica Fagerholm, Johanna Lamminen, Steve Langan, Risto Murto and Markus Rauramo be re-elected for a term continuing until the close of the next Annual General Meeting. The Committee proposes that Antti Mäkinen and Annica Witschard be elected as new members to the Board. The Nomination and Remuneration Committee proposes that the Board members elect Antti Mäkinen from among its number as the Chair of the Board and Jannica Fagerholm as the Vice Chair.

Sampo plc’s long-standing Chair of the Board Björn Wahlroos has notified the Nomination and Remuneration Committee of the Board of Directors that he is no longer available for re-election.  Further, Johanna Lamminen has notified the Committee that she will no longer continue on the Board of Directors of Sampo plc if and when the demerger of Sampo plc is completed in accordance with the demerger plan approved and signed by the Board of Directors on 29 March 2023, so that she may devote sufficient time to her duties. In such event the number of Board members of Sampo plc will decrease to nine.

The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that each member of the Board of Directors be paid an annual fee of EUR 101,000 until the close of the next Annual General Meeting and the Chair of the Board be paid EUR 228,000. Furthermore, the Nomination and Remuneration Committee proposes that the members of the Board of Directors and its Committees be paid the following annual fees:

• the Vice Chair of the Board be paid EUR 30,000,

• the Chair of the Audit Committee be paid EUR 28,000, and

• each member of the Audit Committee be paid EUR 6,400.

Other proposals

In light of the Company’s recent strategic developments and the separate proposal made to the Annual General Meeting regarding a share issue without payment, the Board of Directors has considered that the Articles of Association should be updated. The Board of Directors proposes that article 3 § of the Company’s Articles of Association is amended in accordance with the Sampo Group strategy announced on 24 February 2021 to reflect the Company’s current strategy and main business area. In addition, the Board proposes that article 4 § of the Company’s Articles of Association is amended pursuant to the proposed authorisation for the Board of Directors to resolve upon a share issue without payment (share split), which necessitates a deletion of the minimum and maximum amounts set for the Company’s A and B shares. Further, it is proposed that certain other technical amendments are made to the Articles of Association, which streamline the Articles of Association and ensure that it is in line with the current wordings of the Finnish Companies Act.

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting resolves to amend article 11 § of the Company’s Articles of Association such that, should the Board of Directors so decide, General Meetings may be convened as a so-called hybrid or remote meeting.

The Board of Directors proposes that the firm of authorised public accountants Deloitte Ltd be re-elected as the Company’s auditor for the financial year 2023.

The Board’s proposals in their entirety are attached in full to this release.

SAMPO PLC
Board of Directors

For further information, please contact:

Sami Taipalus
Head of Investor Relations
tel. [phone]

Maria Silander
Communications Manager, Media Relations
tel. [phone]

Mirko Hurmerinta
Investor Relations Manager
tel. [phone]

Distribution:
Nasdaq Helsinki
Nasdaq Stockholm
London Stock Exchange
The principal media
FIN-FSA
www.sampo.com

APPENDIX 1

Proposal of the Board of Directors for distribution of profit

Dividend

Under Sampo Group’s capital management framework, Sampo will return ongoing surplus capital generation from its insurance operations through a regular dividend. Other forms of surplus capital generation, including possible proceeds from disposals of financial investments, are returned through additional dividends and/or buybacks, to the extent that the funds are not utilised to support business development. Sampo targets a Solvency II ratio of 170–190 per cent and financial leverage below 30 per cent.

According to Sampo plc’s Dividend Policy applied for distribution of 2022 earnings, total annual dividends paid shall represent at least 70 per cent of Sampo Group’s net profit for the year (excluding extraordinary items). In 2022, accounting items related to the sale of Nordea shares, the sale of Topdanmark life insurance operations and the reclassification of Nordax from an associated company to fair value investment have been defined as extraordinary in accordance with Sampo’s dividend policy.

The parent company’s distributable capital and reserves totalled EUR 6,715,706,916.29 of which profit for the financial year 2022 was EUR 1,780,426,719.09. Based on the policies outlined above, the Board proposes to the Annual General Meeting that a total dividend of EUR 2.60 per share be paid to all shares except for the shares held by Sampo plc on the dividend record date of 22 May 2023. The total dividend includes a regular dividend of EUR 1.80 per share as well as an extra dividend of EUR 0.80 per share.

As earnings per share excluding extraordinary items amounted to EUR 2.41 per share, the payout ratio for the total dividend equates to 108 per cent. The remainder of the distributable funds are left in the company’s equity capital. After adjusting for the proposed dividend, Sampo Group’s 2022 year-end distributable funds amounted to EUR 5,378 million, Group Solvency II ratio to 210 per cent and financial leverage to 28.6 per cent.

Dividend payment

The dividend is proposed to be paid to the shareholders registered in the register of shareholders held by Euroclear Finland Oy as at the record date of 22 May 2023. The Board proposes that the dividends be paid on 31 May 2023.

The issuer of the Swedish depository receipts shall ensure that the dividend is paid to the depository receipt holders registered in the securities depository and settlement register maintained by Euroclear Sweden AB as at the record date of 22 May 2023, which payment shall be made in Swedish kronor.

Financial position

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 distributions do not jeopardise the company's ability to fulfil its obligations.

10 February 2023

SAMPO PLC
Board of Directors

APPENDIX 2

Proposal of the Nomination and Remuneration Committee for the remuneration of the members of the Board of Directors

The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that each member of the Board of Directors be paid an annual fee of EUR 101,000 until the close of the next Annual General Meeting and the Chair of the Board be paid EUR 228,000. Furthermore, the Nomination and Remuneration Committee proposes that the members of the Board of Directors and its Committees be paid the following annual fees:

• the Vice Chair of the Board be paid EUR 30,000,
• the Chair of the Audit Committee be paid EUR 28,000, and
• each member of the Audit Committee be paid EUR 6,400.

In determining the proposed fees, the Nomination and Remuneration Committee’s primary objective is to ensure Sampo’s continued ability to compete for domestic and international top-of-the-class Board competence. The objective is especially relevant at times when the Board is undergoing significant changes, such as when nominating a successor to the long-standing Chair of the Board, and new Board members are being sought.

In the fourteen years preceding Sampo’s Annual General Meeting to be held on 17 May 2023, the annual fees of Sampo plc’s Board members, including Committee members’ fees but excluding the fees of the Vice Chair of the Board and Chair of the Audit Committee, have been increased by 1.7 per cent per annum on average. The annual fees of the Chair of the Board during the same period have been increased by 1.2 per cent per annum on average. The annual fees of the Board remained entirely static during 2008–2015.
The proposed increase in the annual fees of the Board members is approximately 3 per cent. In determining the proposed fees, the Committee has benchmarked the current annual fees against the fees paid to Boards of companies similar to Sampo Group. Based on this comparison, the Committee concluded that the annual fee of the Board members is on a level comparable to the average annual fees paid to Board members of international peers. The Committee has also considered the effect of regulations applicable to Sampo Group on the demands of the Board’s work.

In searching for a suitable candidate to be nominated as Chair of the Board, the Committee concluded that in order to attract top-of-the-class Board competence, the annual fee of the Chair of the Board is to be notably increased. The significance of the annual fee’s competitiveness is amplified by the fact that the newly nominated Chair of the Board is not a significant shareholder of the company, unlike the current Chair of the Board.

With reference to the above, the Committee considers the proposed increase in the annual fee of the Chair of the Board of 20 per cent as justified. In determining the proposed fee, the Committee has benchmarked the current annual fee against the fees paid to the Chairs of the Boards of companies similar to Sampo Group and operating in the same geographical market. Based on this comparison, the Committee concluded that the annual fee of the Chair of the Board is considerably below the average annual fees paid to Chairs of the Boards of international peers in the financial sector, especially when considering the ratio of the annual fee of the Chair of the Board as compared to the annual fee of the Board members.
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 plc A shares at the price paid in public trading for 50 per cent of his/her annual fee after the deduction of taxes, payments and potential statutory social and pension costs. 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 2023 after the publication of the Interim Statement for January-September 2023 or, if this is not feasible because of insider regulations, on the first possible date thereafter.

A Board member shall be obliged to retain the Sampo plc 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. If the director’s Board membership ends prior to the close of the next Annual General Meeting, the annual fees paid to such Board member may be recovered in proportion to the term of the Board membership left unserved.

29 March 2023

SAMPO PLC
Nomination and Remuneration Committee

APPENDIX 3

Proposal of the Nomination and Remuneration Committee for the number of members of the Board of Directors and the members of the Board of Directors

Number of members and composition of the Board of Directors

The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that the number of Board members be increased by one and that ten members be elected to the Board.

Sampo plc’s long-standing Chair of the Board Björn Wahlroos has notified the Nomination and Remuneration Committee of the Board of Directors that he is no longer available for re-election.  Further, Johanna Lamminen has notified the Committee that she will no longer continue on the Board of Directors of Sampo plc if and when the demerger of Sampo plc is completed in accordance with the demerger plan approved and signed by the Board of Directors on 29 March 2023, so that she may devote sufficient time to her duties. In such event the number of Board members of Sampo plc will decrease to nine.

The Nomination and Remuneration Committee of the Board of Directors proposes that the current members of the Board Christian Clausen, Fiona Clutterbuck, Georg Ehrnrooth, Jannica Fagerholm, Johanna Lamminen, Steve Langan, Risto Murto and Markus Rauramo be re-elected for a term continuing until the close of the next Annual General Meeting. The Committee proposes that Antti Mäkinen and Annica Witschard be elected as new members to the Board.

The Nomination and Remuneration Committee proposes that the Board members elect Antti Mäkinen from among its number as the Chair of the Board and Jannica Fagerholm as the Vice Chair. It is proposed that Christian Clausen, Risto Murto, Antti Mäkinen (Chair) and Markus Rauramo be elected to the Nomination and Remuneration Committee, and that Fiona Clutterbuck, Georg Ehrnrooth, Jannica Fagerholm (Chair), Johanna Lamminen, Steve Langan and Annica Witschard be elected to the Audit Committee. The compositions of the Committees fulfil the Finnish Corporate Governance Code 2020’s requirements for independence.

It is the opinion of the Nomination and Remuneration Committee that the proposed Board of Directors and its members are suitable for the assignment both collectively and individually and that Antti Mäkinen is suitable for the position of Chair of the Board. Further, the Committee is of the opinion that the proposed Board of Directors enables it to work effectively and reflects Sampo plc’s short- and long-term needs.

New Board members

Antti Mäkinen has over 20 years of experience working at the highest levels of the financial industry, including having worked as CEO of Solidium and eQ as well as in key management positions in SEB Enskilda Securities and Nordea. Mäkinen has also served as Chair of the Board of Directors of Stora Enso, as well as on the Boards of Directors of Sampo and Metso Outotec. Mäkinen was born in 1961 and holds a Master of Laws degree from the University of Helsinki.

Annica Witschard has over 10 years of managerial experience in the financial industry, including PPF/Home Credit and GE Money Bank. She was born in 1973 and holds a Master of Science in Business and Economics from Linköping University.

Diversity and independence

When proposing the composition of the Board of Directors, the aim of the Nomination and Remuneration Committee is to ensure that the Board of Directors is composed of first-rate professionals and that the Board of Directors as a whole for the purpose of its work possesses the requisite knowledge of and experience in the social, business and cultural conditions of the regions and markets in which the main activities of the Group are carried out. When proposing the composition of the Board of Directors, it is recognised that diversity, including age, gender, geographical provenance and educational and professional background, is an important factor in accordance with the Sampo plc Board Diversity Policy. According to the target set by the Board, each gender shall be represented by at least 37.5 per cent of the members of the Board. The proposed composition of the Board results in each gender being represented by at least 40 per cent of the members of the Board.

The Committee’s proposal also takes into consideration the proposed partial demerger of Sampo plc. The Committee’s proposal ensures that the Boards of Directors of both Sampo plc and Mandatum plc can be formed such that they comprise of first-rate Board members who are knowledgeable and experienced in the relevant business, ensuring continuity in each Board’s work. Jannica Fagerholm and Johanna Lamminen are both proposed to be members of Mandatum plc’s Board of Directors, in accordance with the demerger plan approved and signed by the Board of Directors of Sampo plc on 29 March 2023.

In the event that Johanna Lamminen resigns as a Board member as a consequence of the proposed partial demerger of Sampo plc, the composition of the Board will temporarily deviate from the target of each gender being represented by at least 37.5 per cent of the members of the Board. In such event, the Board of Directors remains committed to reaching its target of having both genders represented in the Board and will endeavour to reach the target when proposing candidates for Board membership next time.

The Committee has assessed that in light of the strategic development of Sampo Group, and taking into consideration the dual listing of Sampo plc on Nasdaq Stockholm, the composition of Sampo plc’s Board of Directors shall in addition to the current knowledge emphasise expertise and knowledge of Sweden’s geographical market.

All the proposed Board members have been determined to be independent of the company and its major shareholders under the rules of the Finnish Corporate Governance Code 2020. In so determining, the Committee has taken into account that Jannica Fagerholm will have served on Sampo plc’s Board of Directors in excess of 10 consecutive years. Based on an overall assessment, the Committee has determined that Jannica Fagerholm’s independence is not compromised due to her long service history on its own, and no other factors or circumstances have been identified that would impair her independence.

The CVs of all persons proposed as Board members are available at www.sampo.com/agm.

29 March 2023

SAMPO PLC
Nomination and Remuneration Committee

Annex 1:

CV of Antti Mäkinen

Curriculum Vitae:

Antti Mäkinen

Born 1961

Education:

University of Helsinki
- Master of Laws 1986

Career:

Solidium
- CEO 2017–2022

Nordea Bank AB (publ)
- Several director positions 2010–2017

eQ Corporation
- CEO 2005–2009

SEB Enskilda Securities
- Finnish branch, Director 1996–2005

Hannes Snellman Attorneys Ltd
- Partner 1985-1996

Positions of trust:

Stora Enso, Chair of the Board of Directors 2021–23, member 2018–2021, 2023-

Metso Outotec Corporation, member of the Board of Directors 2020–2023 (Metso Corporation 2018–2019)

Sampo plc, member of the Board of Directors 2018–2021

Annex 2:

CV of Annica Witschard

Curriculum Vitae:

Annica Witschard

Born 1973

Current Position:

PPF/Home Credit Vietnam

• CEO  2020–

Education:

University of Linköping

• Master of Science (Business & Economics) 1999

Career:

PPF/Home Credit

• President & CEO for Home Credit Philippines 2016–2019

General Electric (GE Money)

• CEO, GE Capital Nordics & GE Money Bank AB 2012–2015

• Country Leader, GE Money Bank Sweden 2009–2012

• Operations Leader, GE Money Bank Sweden 2006–2009

• Operations Development Leader, GE Money Bank Sweden 2003–2005

• Quality Project Leader, GE Capital Bank 2001–2003

• European Management Development Program, GE Capital 1999–2001

APPENDIX 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 to the proposal, the Audit Committee states that Deloitte Ltd has acted as Sampo plc’s Auditor in 2022.

The fees paid by Sampo plc to Deloitte Ltd for statutory audit services invoiced in 2022 totaled approximately EUR 975,000. In addition, Sampo plc paid Deloitte Ltd a total of approximately EUR 112,100 in fees for non-audit services.

The fees paid by Sampo Group to audit firm Deloitte for statutory audit services in 2022 totaled approximately EUR 4,266,700. In addition, Sampo Group paid audit firm Deloitte a total of approximately EUR 743,900 in fees for non-audit services, which is at most approximately 18 per cent of the fees paid by Sampo Group to audit firm Deloitte for statutory audit services.

The Auditor’s fees for services provided to Sampo Group have been presented in note 31 of the annex to the consolidated financial statements.

29 March 2023

SAMPO PLC
Audit Committee

APPENDIX 5

Proposal of the Audit Committee for the election of the Auditor

The Audit Committee of the Board of Directors proposes to the Annual General Meeting that the firm of authorised public accountants Deloitte Ltd be re-elected as the Company’s auditor for the financial year 2023. If Deloitte Ltd is elected as Sampo plc’s auditor, the firm has announced that APA Jukka Vattulainen will continue as the auditor with principal responsibility. APA Jukka Vattulainen has acted as the company’s principally responsible auditor since 2021.

The Audit Committee notes that its proposal is free from influence by a third party, and the Audit Committee is not subject to compliance with any such clauses referred to in Article 16(6) of the Audit Regulation (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC) that restrict the choice as regards the election of a statutory auditor or audit firm.

29 March 2023

SAMPO PLC
Audit Committee

APPENDIX 6

Proposal of the Board of Directors for authorisation to decide on the repurchase of the company’s own shares

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorise the Board to resolve to repurchase, on one or several occasions, a maximum of 50,000,000 Sampo plc's A shares representing approximately 9.7 per cent of all outstanding A shares of the company. If the Annual General Meeting approves the Board's proposal to authorise the Board to decide on a share issue without consideration (share split) in accordance with Section 20 of the Notice of the Annual General Meeting, and the Board decides on a share issue without consideration in accordance with the authorisation, a maximum of 300,000,000 Sampo plc's A shares may be repurchased, representing approximately 9.7 per cent of all outstanding A shares of the company after the new shares to be issued in the share issue without consideration pursuant to Section 20 of the Notice of the Annual General Meeting have been registered. The repurchased shares will be cancelled.

The shares may be repurchased either through an offer to all shareholders on equal terms or through other means and otherwise than in proportion to the existing shareholdings of the company’s shareholders (directed repurchase) if the Board of Directors deems that there are weighty financial reasons for such directed repurchase. Directed repurchases may be carried out, among others, through open market purchases, participation in accelerated book-building processes or through arranging reversed accelerated book-building processes.

The purchase price per share shall be no more than

(i) the highest price paid for the company's shares in public trading on the day of the repurchase or the offer to repurchase the company's own shares, or alternatively,

(ii) the average of the share prices (volume weighted average price on the regulated markets where the company's share is admitted to trading) during the five trading days preceding the repurchase or the offer to repurchase the company's own shares giving retrospective effect to a potential share split increasing the total number of shares.

The lowest purchase price per share shall be the price that is 20 per cent lower than the lowest price paid for the company's shares in public trading during the validity of this authorisation until the repurchase or the offer to repurchase the company's own shares giving retrospective effect to a potential share split increasing the total number of shares.

The repurchases under the authorisation 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 Board of Directors shall be authorised to decide on all other terms relating to the repurchase of the company's own shares.

The holder of all of Sampo plc's B shares has given its consent to a buy-back of A shares.

It is proposed that the authorisation be valid until the close of the next Annual General Meeting, however no longer than 18 months from the Annual General Meeting's decision.

29 March 2023

SAMPO PLC
Board of Directors

APPENDIX 7

Proposal of the Board of Directors on the amendment of articles 3 §, 4 § and 14 § of the company’s articles of association

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting resolves to amend the Company’s Articles of Association in accordance with the following and such that articles 3–4 § and 14 § are amended as set out below. A comparison against the current wording may be found in the attached table.

Sampo plc’s Articles of Association were last amended by the Annual General Meeting held on 19 April 2018. In light of the Company’s recent strategic developments and the separate proposal made to the Annual General Meeting regarding a share issue without payment, the Company’s Board of Directors has considered that the Articles of Association as they pertain to the Company’s business area and the number of shares of both share classes should be updated. Further, it is proposed that certain other technical amendments are made to the Articles of Association, which streamline the Articles of Association and ensure that it is in line with the current wordings of the Finnish Companies Act.

The most significant proposed changes to the Articles of Association are:

3 § Business area of the Company

The Board of Directors proposes that article 3 § of the Company’s Articles of Association is amended in accordance with the Sampo Group strategy announced on 24 February 2021 to reflect the Company’s current strategy and main business area.

In its amended form, said article would read as follows:

“The Company operates as the parent company of Sampo Group, which has its focus on P&C insurance. The Company sets the Group’s strategy and capital management framework and carries out centrally-managed Group tasks. The Company may also own and manage shares, other securities and properties, and to engage in securities trading and other investment activities.”

4 § Classes of shares

The Board of Directors proposes that article 4 § of the Company’s Articles of Association is amended pursuant to the proposed authorisation for the Board of Directors to resolve upon a share issue without payment (share split), which necessitates a deletion of the minimum and maximum amounts set for the Company’s A and B shares.

In its amended form, said article would read as follows:

“The shares are divided into A and B classes, with each A share entitling its holder to one vote and each B share entitling its holder to five votes at a General Meeting of Shareholders.

Each B share can be converted into an A share at the request of the holder of the B share or, with respect to nominee-registered shares, at the request of the nominee under whose name the shares are registered in the Shareholders’ Register. The conversion request shall be made in writing to the Company. The request shall specify the number of shares to be converted and the book-entry securities account where the shares are to be entered. The Company may request that an entry be made in the shareholders’ book-entry securities account during the conversion procedure restricting the owner’s right of disposal. Any decisions on conversion and related details shall be made by the Board of Directors or the Board’s authorised representative.”

14 §

The Board of Directors proposes that article 14 § of the Company’s Articles of Association is amended such that the matters to be addressed in the Annual General Meeting are supplemented in accordance with the Finnish Companies Act such that the Annual General Meeting shall decide on the remuneration policy, when necessary, and decide on the acceptance of the remuneration report. Further, the numbering of current subsections 6—10 shall be changed accordingly due to the above-mentioned amendments. Additionally, the Board of Directors proposes that subsection 1 is supplemented with a reference to the reception of the Report of the Board of Directors and subsection 4 is amended to correspond to the wording of the Finnish Companies Act.

In its amended form, said article would read as follows:

“The Annual General Meeting shall

receive
1. the Financial Statements and the Report of the Board of Directors,
2. the Auditors' Report

decide on
3. the acceptance of the Financial Statements
4. the use of the profit shown on the balance sheet
5. the release from liability of the members of the Board of Directors and the Managing Director
6. the Remuneration Policy, when necessary
7. the acceptance of the Remuneration Report
8. the number of members of the Board of Directors and their fees
9. the fees of the Auditor

elect
10. the members of the Board of Directors
11. the Auditor

discuss
12. any other business on the meeting agenda.”

29 March 2023

SAMPO PLC
Board of Directors

Appendix:

	Current wording	Proposed new wording
3 §	Business area of the Company   The Company’s business area is to own and manage shares, other securities and properties, and to engage in securities trading and other investment activities. The Company carries out centrally-managed Group administration tasks for the credit institutions, insurance companies and other companies that are part of the Group.	Business area of the Company   The Company operates as the parent company of Sampo Group, which has its focus on P&C insurance. The Company sets the Group’s strategy and capital management framework and carries out centrally-managed Group tasks. The Company may also own and manage shares, other securities and properties, and to engage in securities trading and other investment activities.
4 §	Classes of shares   The shares are divided into A and B classes, with the number of A shares being 179,000,000 at minimum and 711,200,000 at maximum, and the number of B shares being 0 at minimum and 4,800,000 at maximum. Each A share entitles its holder to one vote and each B share entitles its holder to five votes at a General Meeting of Shareholders. Each B share can be converted into an A share at the request of the holder of the B share or, with respect to nominee-registered shares, at the request of the nominee under whose name the shares are registered in the Shareholders’ Register. The conversion request shall be made in writing to the Company. The request shall specify the number of shares to be converted and the book-entry securities account where the shares are to be entered. The Company may request that an entry be made in the shareholders’ book-entry securities account during the conversion procedure restricting the owner’s right of disposal. Any decisions on conversion and related details shall be made by the Board of Directors or the Board’s authorised representative.	Classes of shares   The shares are divided into A and B classes, with each A share entitling its holder to one vote and each B share entitling its holder to five votes at a General Meeting of Shareholders. Each B share can be converted into an A share at the request of the holder of the B share or, with respect to nominee-registered shares, at the request of the nominee under whose name the shares are registered in the Shareholders’ Register. The conversion request shall be made in writing to the Company. The request shall specify the number of shares to be converted and the book-entry securities account where the shares are to be entered. The Company may request that an entry be made in the shareholders’ book-entry securities account during the conversion procedure restricting the owner’s right of disposal. Any decisions on conversion and related details shall be made by the Board of Directors or the Board’s authorised representative.
14 §	The Annual General Meeting shall   receive 1. the Financial Statements 2. the Auditors' Report decide on 3. the acceptance of the Financial Statements 4. the measures occasioned by the profit shown in the accepted Financial Statements 5. the release from liability of the members of the Board of Directors and the Managing Director 6. the number of members of the Board of Directors and their fees 7. the fees of the Auditor elect 8. the members of the Board of Directors 9. the Auditor discuss 10. any other business on the meeting agenda.	The Annual General Meeting shall receive 1. the Financial Statements and the Report of the Board of Directors, 2. the Auditors' Report decide on 3. the acceptance of the Financial Statements 4. the use of the profit shown on the balance sheet 5. the release from liability of the members of the Board of Directors and the Managing Director 6. the Remuneration Policy, when necessary 7. the acceptance of the Remuneration Report 8. the number of members of the Board of Directors and their fees 9. the fees of the Auditor elect 10. the members of the Board of Directors 11. the Auditor discuss 12. any other business on the meeting agenda.

APPENDIX 8

Proposal of the Board of Directors on the amendment of article 11 § of the Company’s articles of association

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting resolves to amend article 11 § of the Company’s Articles of Association such that, should the Board of Directors so decide, General Meetings may be convened as a so-called hybrid or remote meeting. As a prerequisite for convening a hybrid or remote meeting, shareholders must be able to exercise their full decision-making power during such General Meeting as if they were attending the meeting physically, including the right to present questions and to vote, using a remote connection and technical means, in accordance with the Finnish Companies Act.

The proposed amendment is intended to prepare the Company for changes in its operating environment and society, so that shareholders maintain the possibility to exercise their full decision-making power on any matters presented to a General Meeting under any circumstances.

In its amended form, said article would read as follows:

“The Company’s shareholders exercise their decision-making power with respect to the Company’s affairs at a General Meeting of Shareholders. General Meetings are held in Helsinki.

The Board of Directors may decide that participation in the General Meeting is also permitted such that a shareholder exercises their full decision-making power during the General Meeting using a remote connection and technical means.

The Board of Directors may also decide to convene a General Meeting without a physical venue such that the shareholders exercise their full decision-making power in real time using a remote connection and technical means during the General Meeting.

To be entitled to attend a General Meeting, a shareholder must give notification of his/her intention to attend to the Company no later than on the date mentioned in the meeting notice, which may be no earlier than ten days prior to the meeting.”

29 March 2023

SAMPO PLC
Board of Directors

Appendix:

	Current wording	Proposed new wording
11 §	General meeting of shareholders   The Company’s shareholders exercise their decision-making power with respect to the Company’s affairs at a General Meeting of Shareholders. General Meetings are held in Helsinki.   To be entitled to attend a General Meeting, a shareholder must give notification of his/her intention to attend to the Company on the date mentioned in the meeting notice, which may be no earlier than ten days prior to the meeting.	General meeting of shareholders   The Company’s shareholders exercise their decision-making power with respect to the Company’s affairs at a General Meeting of Shareholders. General Meetings are held in Helsinki.   The Board of Directors may decide that participation in the General Meeting is also permitted such that a shareholder exercises their full decision-making power during the General Meeting using a remote connection and technical means.   The Board of Directors may also decide to convene a General Meeting without a physical venue such that the shareholders exercise their full decision-making power in real time using a remote connection and technical means during the General Meeting.   To be entitled to attend a General Meeting, a shareholder must give notification of his/her intention to attend to the Company no later than on the date mentioned in the meeting notice, which may be no earlier than ten days prior to the meeting.

APPENDIX 9

Proposal of the Board of Directors for authorisation to resolve upon a share issue without payment (share split)

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting resolves to authorise the Board of Directors to resolve upon a share issue without payment in proportion to shares owned by shareholders (share split) based on the following terms in order to enhance share liquidity. The Board of Directors could then resolve upon the timing and execution of the share issue without payment at its discretion and based on the then prevailing market conditions, for example also considering the potential completion of the partial demerger of Sampo plc, as proposed by the Board of Directors to the Annual General Meeting.

Based on the proposed authorisation, the Board of Directors could resolve to issue new shares to all shareholders without payment in proportion to their holdings so that a maximum of five (5) new A shares would be issued for each current A share and a maximum of five (5) new B shares would be issued for each current B share. The Board of Directors would be authorised to decide the exact amount of new shares issued for each A share and each B share within the limits of the proposed maximum number of new shares such that the ratio of current shares to new shares would be the same for both classes of shares. Based on the number of shares on the date of publication of the Board’s proposal, a maximum of 2,581,897,560 new A shares and a maximum of 1,000,000 new B shares would be issued. The shares would be issued to shareholders who would be registered in the Company’s register of shareholders maintained by Euroclear Finland Oy on the record date of the share issue. The share issue without payment would be executed in the book-entry system and would not require any action from the shareholders. The new A shares would be converted into Swedish Depositary Receipts (“SDR”) in accordance with sections 7.1 and 7.2 of the General Terms and Conditions for the SDRs and would not require any action from SDR holders. The new shares would generate shareholders rights as of when they have been registered in the trade register.

The Board of Directors would be authorised to decide on the record date of the share issue in accordance with applicable and valid legislation. The authorisation is proposed to remain valid until the next Annual General Meeting of Sampo plc, however at the latest until 30 June 2024. 

A resolution on the share issue requires amendment of 4 § of the Company’s Articles of Association as proposed to the Annual General Meeting.

29 March 2023

SAMPO PLC
Board of Directors

APPENDIX 10

Proposal of the Board of Directors for the partial demerger of Sampo plc

The Board of Directors proposes that the Annual General Meeting resolve to approve the partial demerger of Sampo plc in accordance with the demerger plan approved and signed by the Board of Directors of Sampo plc on 29 March 2023 and approves the demerger plan so that, as part of the demerger resolution, the Annual General Meeting would also resolve, conditionally upon the registration of the completion of the demerger on the matters presented below.

The Annual General Meeting may only approve or reject this proposal regarding the partial demerger. This proposal regarding the partial demerger forms an entirety, which requires its adoption as a single resolution without alteration.

However, despite the resolution of the Annual General Meeting, the Board of Directors may resolve to not complete the demerger if at any time prior to the completion of the demerger there exists in the view of the Board of Directors grounds due to which such non-completion would be appropriate.

Background

On 29 March 2023 Sampo plc issued a stock exchange release regarding the company’s partial demerger and the divestment of the life insurance and wealth management business. Sampo plc’s Board of Directors signed the demerger plan on 29 March 2023.

The purpose of the demerger is to implement the divestment of the life insurance, wealth management business and related operations carried out by Mandatum Holding Ltd through its direct and indirect subsidiaries in order to form a new independent group of companies. The planned date of registration of the completion of the partial demerger is 1 October 2023 (the “Effective Date”). The actual Effective Date may change from said planned date in accordance with the demerger plan.

The purpose of the demerger is to advance Sampo's strategy, which emphasises a preeminent focus on property and casualty (P&C) insurance operations, and to provide Mandatum Group with greater strategic and financial flexibility on a standalone basis, allowing it to continue to implement its current growth strategy focusing on fee-generative products and run-off of its with-profit book.

Partial demerger

To implement the partial demerger, the Board of Directors of Sampo plc proposes that the Annual General Meeting resolves to approve the partial demerger of Sampo plc as set forth in the demerger plan approved and signed by the Board of Directors of Sampo plc on 29 March 2023. As part of the partial demerger, all of the shares in Mandatum Holding Ltd (a wholly-owned direct subsidiary of Sampo plc) and related assets and liabilities will transfer without a liquidation procedure to Mandatum plc, a company to be incorporated in the demerger on the Effective Date as set forth in the demerger plan.

The shareholders of Sampo plc shall receive as demerger consideration one (1) new share in Mandatum plc for each share (regardless of share class) owned in Sampo plc, i.e. the demerger consideration shall be issued to the shareholders of Sampo plc in proportion to their shareholdings with a ratio of 1:1. For the sake of clarity, the demerger consideration shall be delivered through the book-entry system without any separate action being required from the shareholders of Sampo plc in relation thereto.

The shares in Mandatum plc are intended to be admitted to trading on the official list of Nasdaq Helsinki Ltd. Trading is intended to begin on the Effective Date, or in case the Effective Date does not fall on a trading day, the first potential trading day following the Effective Date.

As part of the demerger resolution the Annual General Meeting resolves on, conditional upon the registration of the completion of the demerger:

a) The establishment of Mandatum plc and the approval of its articles of association

The receiving company in the demerger is established in connection with the registration of the completion of the demerger. It has been proposed that the trade name of the company be Mandatum Oyj (in English: Mandatum plc), and the company’s proposed articles of association are included in full as an appendix to the demerger plan.

The proposed articles of association of Mandatum plc are, to the extent applicable, based on Sampo plc’s currently valid Articles of Association, taking into consideration the amendments proposed to the Articles of Association in Sections 17 and 18 of the Notice of the Annual General Meeting.

b) The composition of Mandatum plc’s Board of Directors and the selection of its auditor as well as their remuneration

According to the proposed articles of association of Mandatum plc, the Board of Directors of Mandatum plc shall consist of three (3) to ten (10) members. It is proposed that Mandatum plc’s Board of Directors is elected in accordance with the demerger plan approved and signed by Sampo plc’s Board of Directors on 29 March 2023, wherein the composition of the Board of Directors of Mandatum plc is described in detail.

The term of such members of the Board of Directors shall commence on the Effective Date and shall expire at the end of the first Annual General Meeting of Mandatum plc following the Effective Date. The Board of Directors of Mandatum plc may however take certain decisions on behalf of Mandatum plc already prior to the Effective Date, as set forth in the demerger plan.

All the proposed Board members of Mandatum plc, excluding Patrick Lapveteläinen, have been determined to be independent of Mandatum plc and its major shareholders under the rules of the Finnish Corporate Governance Code 2020. Patrick Lapveteläinen has been determined to be independent of Mandatum plc’s major shareholders, but not independent of Mandatum plc due to the company intending to engage Lapveteläinen as a full-time Chair of the Board. Prior to assuming the duties of a Board member of Mandatum plc, each such person must fulfil the Fitness & Propriety requirements set by the Finnish Financial Supervisory Authority.

It is proposed that each member of the Board of Directors of Mandatum plc be remunerated in accordance with the demerger plan approved and signed by Sampo plc’s Board of Directors on 29 March 2023.

According to the proposed articles of association of Mandatum plc, Mandatum plc shall have one (1) auditor which must be an auditing firm authorised by the Finnish Patent and Registration Office. In accordance with the demerger plan approved and signed by Sampo plc's Board of Directors on 29 March 2023, it is therefore proposed that the firm of authorised public accountants Deloitte Ltd be elected as the Mandatum plc’s auditor for the financial year 2023. If Deloitte Ltd is elected as Mandatum plc’s auditor, the firm has announced that APA Reeta Virolainen will act as the auditor with principal responsibility. APA Reeta Virolainen has acted as Mandatum Group’s principally responsible auditor since 2021. Sampo plc’s Board of Directors also proposes that compensation be paid to Mandatum plc’s auditor against an invoice approved by Mandatum plc.

c) The establishment of a shareholders’ nomination board for Mandatum plc

It is proposed to establish a shareholders’ nomination board for Mandatum plc in accordance with the demerger plan approved and signed by Sampo plc’s Board of Directors on 29 March 2023.

Resolutions that are conditional on the completion of the demerger will enter into force in connection with the registration of the completion of the demerger.

The holder of all of Sampo plc’s B shares has given its consent to the partial demerger of Sampo plc in accordance with the demerger plan dated 29 March 2023 and has committed to voting in favour of the proposal regarding the partial demerger at the Annual General Meeting.

29 March 2023

SAMPO PLC
Board of Directors

Attachment

• Antti Mäkinen