Sampo Oyj

Remuneration Information • Mar 19, 2024

2023

Remuneration Report for Governing Bodies

REMUNERATION REPORT FOR GOVERNING BODIES 2023 1

Remuneration Report for Governing Bodies

Introduction 3
Remuneration linked to long-term financial development 4
Remuneration of the Board of Directors 6
Remuneration of the Group CEO 8
Short-term incentives of the Group CEO 12 Long-term incentives of the Group CEO 13 Shareholding of the Group CEO 14

Remuneration Report for Governing Bodies

Introduction

This Remuneration Report for Governing Bodies 2023 has been prepared in accordance with the section titled 'Remuneration Reporting' of the Corporate Governance (CG) Code 2020. The CG Code 2020 can be viewed in full on the website of the Securities Market Association at www.cgfinland.fi.

The Remuneration Report for Governing Bodies provides information on the remuneration of the Board of Directors and the Group CEO, and it also describes how the Remuneration Policy for Governing Bodies (Remuneration Policy) has been applied in practice. The paid and earned remuneration and other financial benefits are reported excluding social costs.

The Remuneration Report for Governing Bodies 2022 was presented to the Annual General Meeting in 2023. The AGM resolved to adopt the presented Remuneration Report and the resolution was made without being voted on, which is considered unanimous acceptance based on Finnish law. However, taking into account the advance voting instructions of the owners of nominee-registered shares and holders of SDRs, which were delivered to Sampo before the AGM, the proposal was supported in total by 95.58 per cent of votes represented at the meeting.

The Remuneration Report for Governing Bodies 2023 follows the previous year's report with minor updates to further clarify remuneration outcome and deferral principles.

In 2023, Sampo Group's result was ahead of the 2021–2023 annual financial targets of mid-single digit per cent growth on average in underwriting profits and a combined ratio below 86 per cent.

The remuneration of the Board of Directors and the Group CEO complied with the Remuneration Policy in force during 2023. Neither deviations from the Remuneration Policy nor clawbacks of the remuneration paid to the Board of Directors or the Group CEO were made.

Remuneration linked to long-term financial development

In order to support company strategy and reward for performance on achieved results, Sampo emphasises the use of variable remuneration. By extensively working with variable remuneration, i.e. both STI and LTI, Sampo can create remuneration packages that are highly competitive and aligned with shareholder interest.

Through the use of both financial and non-financial KPIs, the STI program creates a clear link between the profitability of Sampo Group and remuneration. The use of one-year KPIs creates flexibility for Sampo to reward on key priorities and individual performance that will enhance the company's long-term profitability.

The LTI schemes are operated to align the interest of management with that of the shareholders. As such, the LTI schemes are tied to the long-term development of the Sampo total shareholder return and include terms requiring a defined part of the payout to be used to acquire Sampo shares, which shall be held for a defined period of time.

With this in mind, the remuneration of the Group CEO in 2023 consisted of (i) fixed compensation and other benefits, (ii) short-term incentives, (iii) long-term incentives, and (iv) supplementary pension contributions.

• In 2023, the paid short-term incentive, including release of previous deferrals, represented 12 per cent of the Group CEO's total remuneration (including supplementary pension contribution).
• The STI 2023 outcome was 57.5 per cent of maximum, corresponding to EUR 401,931 (SEK 4,611,952), which will be paid out in 2024. 40 per cent of the amount will be deferred in cash for three years as required in the regulatory framework applicable to Sampo plc.
• The current long-term incentive schemes are designed to ensure that the pay-out is based on long-term results and that the underlying economic

cycle of the company is considered. 50 per cent of the cash pay-out (net after tax) is used to purchase Sampo A shares which are subject to disposal restrictions (holding period) for three years, so that the interests of the Group CEO are further aligned with the long-term interests of the shareholders. In 2023, the long-term incentive paid, including the part to be deferred, represented 44 per cent of the Group CEO's total remuneration (including supplementary pension contribution).

To align the interests of the members of the Board of Directors with those of the shareholders, the members of the Board of Directors shall acquire Sampo A shares for 50 per cent of their annual fee after the deduction of taxes, payments, and potential statutory social and pension costs, in accordance with the resolution of the Annual General Meeting. The shares shall be retained for two years from the purchasing date.

Comparison of development in total remuneration and company performance over the preceding five financial years

	Magnusson				Stadigh
	2023	2022	2021	2020	2019
Remuneration to the Group CEO, excluding pension (EUR)1	3,138,705	3,327,858	2,511,459	1,313,694	3,891,196
Sampo Group average employee remuneration, excluding pension (EUR)2	68,442	69,941	66,915	69,580	70,781
Aggregate remuneration to the Board of Directors (EUR)	1,164,350	1,052,800	925,000	901,000	873,000
Pay ratio between remuneration of the Group CEO and average employee remuneration	46:1	48:1	38:1	19:1	55:1
Total shareholder return (rebased to 100 at 31 December 2018)3	132.36	141.95	120.02	91.48	108.92

¹ The former Group CEO, Kari Stadigh, retired on 31 December 2019 and was succeeded by Torbjörn Magnusson with effect from 1 January 2020.

² The Sampo Group average employee remuneration has been calculated by dividing total remuneration (including fixed salary, fringe benefits and variable compensation) by the average Sampo Group FTE of the year. Currency rate fluctuations affect the reported numbers. Hastings is included in the figures starting from 2021 and Mandatum until 30 September 2023.

³ Sampo's financial development has since 2022 been expressed as total shareholder return, which reflects the company's value creation and long-term performance.

Remuneration of the Board of Directors

The members of the Board are not in an employment or service relationship with Sampo plc or any other Sampo Group company, and they do not participate in any short-term incentive programs or long-term incentive schemes. Furthermore, they do not act as advisors for the company.

The Annual General Meeting 2023 decided to increase the number of members of the Board of Directors to ten (10) members. Antti Mäkinen and Annica Witschard were elected as new members to the Board of Directors. As previously notified in the notice to the Annual General Meeting 2023, Johanna Lamminen would not continue as a Board member upon the completion of the partial demerger of Sampo plc. She therefore left the Board of Directors when the partial demerger was completed in October 2023. After the partial demerger, the Board of Directors consists of nine (9) members until the close of the Annual General Meeting to be held in 2024.

The Nomination and Remuneration Committee of Sampo plc's Board of Directors prepares and presents the proposal for the remuneration of the Board of Directors to the Annual General Meeting. When preparing the proposal, the committee may consult the company's largest shareholders and shall, in addition to the Remuneration Policy, consider the developments in remuneration in the relevant markets and benchmark companies. The Annual General Meeting 2023 accepted the proposal to increase the annual fees of the Board members by approximately 3 per cent and the fee of the Chair of the Board by

20 per cent. For further information, refer to the proposal of the Nomination and Remuneration Committee for the remuneration of the members of the Board of Directors to the Annual General Meeting 2023. In determining the proposed fees, the Nomination and Remuneration Committee considered the effect of financial and insurance regulation on the demands of the Board's work and the annual fees paid to the boards of businesses similar to Sampo Group. The remuneration of the Board is regularly benchmarked against broad Finnish market data as well as against a peer group consisting of financial companies present in the same geographical market as Sampo.

The Nomination and Remuneration Committee of Sampo plc's Board of Directors proposed to the Annual General Meeting 2023 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 that the Chair of the Board be paid an annual fee of EUR 228,000. Furthermore, the Nomination and Remuneration Committee proposed that the members of the Board of Directors and its Committees be paid the following additional annual fees:

• (i) the Vice Chair of the Board be paid EUR 30,000
• (ii) the Chair of the Audit Committee be paid EUR 28,000
• (iii) each member of the Audit Committee be paid EUR 6,400.

Incurred travel and accommodation costs were reimbursed to the Board members. Any potential statutory social and pension costs incurring to Board members having permanent residence outside Finland were, according to applicable national legislation, borne by Sampo plc. No other financial benefits were paid to the members of the Board. The Board members did not receive separate meeting fees. The meeting attendance of the members of the Board was 96 per cent during 2023. For further information on the work, members and attendance of the Board appointed Committees, refer to the 2023 Corporate Governance Statement.

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 after the deduction of taxes, payments, and potential statutory social and pension costs. Sampo plc pays any possible transfer tax related to the acquisition of the shares. A Board member shall be obliged to retain the Sampo A shares under his/her ownership for two years from the purchasing date. However, the disposal restriction (holding period) on the Sampo A shares shall become unbinding if the term of the Board membership ends prior to the two-year period.

Paid remuneration to members of the Board of Directors

	2023		2022		2021		2020		2019
Board member	Annual fee, EUR1	Acquired shares, pcs2	Annual fee, EUR1	Acquired shares, pcs2	Annual fee, EUR1	Acquired shares, pcs2	Annual fee, EUR1	Acquired shares, pcs2	Annual fee, EUR1	Acquired shares, pcs2
Antti Mäkinen3 Chair	228,000	1,182	-	-	-	-	93,000	697	90,000	667
Jannica Fagerholm4 Vice Chair and Chair of the Audit Committee	159,000	1,154	152,000	950	147,000	869	145,000	1,077	140,000	1,103
Christian Clausen5 Member	101,000	660	98,000	520	95,000	520	93,000	650	96,000	650
Risto Murto Member	101,000	720	98,000	596	95,000	561	93,000	697	90,000	673
Fiona Clutterbuck Member of the Audit Committee	107,400	825	104,200	668	101,000	640	99,000	792	96,000	753
Johanna Lamminen Member of the Audit Committee up until 30 September 2023	44,750	318	104,200	640	101,000	602	99,000	742	96,000	711
Georg Ehrnrooth Member of the Audit Committee	107,400	851	104,200	719	101,000	675	99,000	787	-	-
Markus Rauramo6 Member	101,000	739	98,000	585	101,000	592	-	-	-	-
Steve Langan Member of the Audit Committee	107,400	825	104,200	673	-	-	-	-	-	-
Annica Witschard Member of the Audit Committee	107,400	905	-	-	-	-	-	-	-	-
Björn Wahlroos Chair of the Board up until 17 May 2023	-	-	190,000	1,367	184,000	1,298	180,000	1,595	175,000	1,533
Veli-Matti Mattila Member of the Board up until 2 June 2020	-	-	-	-	-	-	93,000	697	90,000	667
Total	1,164,350	8,179	1,052,800	6,718	925,000	5,757	901,000	7,037	873,000	6,757

¹ The fee is paid annually, and it covers the full term of office from the election to the close of the following Annual General Meeting.

² Transfer tax of 1.6 per cent related to the acquisition of Sampo A shares has been reimbursed to the Board members, in accordance with the resolution of the Annual General Meeting.

³ Antti Mäkinen was a member of the Audit Committee until April 2019, after which he became a member of the Nomination and Remuneration Committee. Furthermore, Antti Mäkinen left the Board of Directors 19 May 2021 and was elected as new member 17 May 2023.

⁴ Jannica Fagerholm took up the position as Vice Chair in April 2019.

⁵ Christian Clausen was a member of the Audit Committee until June 2020, after which he became a member of the Nomination and Remuneration Committee.

⁶ Markus Rauramo was a member of the Audit Committee until May 2022, after which he became a member of the Nomination and Remuneration Committee.

Remuneration of the Group CEO

The remuneration of the Group CEO is reviewed annually and is based on the Sampo Group Remuneration Principles and Sampo plc's Remuneration Policy. The remuneration includes fixed compensation, other benefits, and a supplementary defined contribution pension, and it may also include payments from short-term incentive programs and long-term incentive schemes. In addition, the Group CEO is, based on the Remuneration Policy and his service agreement, entitled to compensation related to the termination of the service agreement. The Group CEO is a Swedish resident and his remuneration, except for the long term incentives, is settled in Swedish krona.

The remuneration of the Group CEO is regulary benchmarked against individual peer group companies and general market data for similar position grades and/or jobs based on external surveys.

Remuneration that is based on the achievement of the company's strategic and financial goals will create a link between the performance of the Group CEO and the company's success. In order to emphasise the importance of the pay for performance principle, a significant part of the Group CEO's total remuneration is based on the performance-linked variable compensation.

Remuneration elements of the Group CEO, Torbjörn Magnusson

Fixed compensation	Objective Attract and commit the best CEO to the company.
	Operation The fixed compensation is the basis of the remuneration package at Sampo Group. It shall ensure financial stability by representing a sufficiently high share of the total remuneration in order to avoid over-dependency on variable compensation and enable Sampo Group to uphold a flexible remuneration system and maintain the possibility of paying no variable compensation.
	It is reviewed annually taking into account general market trends, internal parity, industry specific developments, the fixed compensation market position and individual performance.
	In order to conclude on an increase, if any, the Group CEO's fixed compensation is benchmarked against both the relevant general market and an individual peer group of companies.
Short-term incentives (STI)	Objective Reward and encourage to surpass the quantitative and qualitative performance criteria.
	Operation The performance criteria along with their proportional weightings are determined before the performance period. Under the rules and regulations applicable, the performance criteria for the short-term incentive program are both quantitative (financial) and qualitative (non-financial). The rewards shall be paid in cash, based on the outcome of the performance criteria after the performance period, with a portion deferred as required in the regulatory framework that is applicable to Sampo plc.

Opportunity

The fixed compensation shall be competitive but not leading in the market. There is no set maximum or minimum limit to the annual salary increase according to the Remuneration Policy but changes, if any, reflect the outcome of the annual review taking the previously mentioned factors into account by the Board of Directors.

Outcome

The annual salary review was conducted in December 2023. It resulted in a new annual base salary of EUR 978,614 (SEK 11,229,102) corresponding to an increase of 5.0 per cent, effective 1 January 2024.

The annual base salary for 2023 was EUR 932,013 (SEK 10,694,382).

Opportunity

The maximum amount that can be paid to the Group CEO from the program is equivalent to nine months' fixed salary.

Outcome

The combined performance outcome was 57.5 per cent of maximum, corresponding to a pay-out of EUR 401,931 (SEK 4,611,952), of which 40 per cent is deferred in cash and may be paid out earliest in 2027.

Long-term incentives (LTI)	Objective Align the Group CEO's interests with those of the shareholders and commit the Group CEO to the long-term financial performance of the company.	Opportunity The pay-out from the schemes is always capped, i.e. the size of the payment is limited to a maximum amount. 350,000 incentive units were originally allocated to the Group CEO under each scheme.
	Operation Sampo Group operates a cash-based long-term incentive scheme under which incentive units are allocated to each participant¹. The pay-out is linked to certain performance criteria and to the development of the company's share price as well as paid dividends. Part of the pay-out shall be deferred as required in the regulatory framework that is applicable to Sampo plc. In 2023, there were two long-term incentive schemes applicable to the Group CEO, long-term incentive scheme 2017:1 and long-term incentive scheme 2020:1.	Outcome The 1st instalment of the long-term incentive scheme 2020:1 vested in 2023, and as the performance criteria were fulfilled, the Board of Directors resolved on a pay-out of EUR 1,673,700 (SEK 19,204,871) to the Group CEO. According to the terms and conditions of the scheme and applicable regulation, 50 per cent of the net pay-out is used to acquire Sampo A shares that are subject to a 3-year disposal restriction (holding period).
Pension	Objective Provide a competitive pension. Operation In addition to a statutory Swedish pension, the Group CEO is entitled to a supplementary defined contribution pension. The retirement age for the Group CEO is 65.	Opportunity The supplementary defined contributions consist of three parts: • a fixed amount equal to EUR 200,444 (SEK 2,300,000) per annum • 38 per cent of the annual base salary • 25 per cent of the annual paid short-term incentive. Outcome Supplementary pension contributions for the Group CEO amounted to EUR 676,735 (SEK 7,765,200) in 2023.
Other benefits	Objective Support the commitment of the Group CEO. Operation Benefits are provided in accordance with the applicable local market practice, and they may change from time to time. Other benefits may include, among other things, phone benefit, car benefit, health insurance and other relevant insurances,	Opportunity There is no maximum limit on benefits provided to the Group CEO, however, if not regulated in his service agreement, benefits follow the general framework applicable to other employees in Sampo plc. During 2023, the Group CEO was entitled to lunch benefit, an annual travel pass for flights between Stockholm and Helsinki, and a health insurance.
	directors' liability insurance, and personal tax advisory services for a Group CEO who is not resident in Finland.	Outcome The Group CEO received benefits to a value of EUR 8,499 (SEK 97,517) during 2023.
Termination of service relationship	The service agreement of the Group CEO includes a notice period for terminating the agreement and severance compensation. The notice period for terminating the service agreement of the Group CEO is 12 months for the company and 6 months for the Group CEO, and the Group CEO is entitled to salary during the notice period. In addition, the Group CEO is entitled to a severance compensation corresponding to a maximum of 24 months' fixed salary should i) Sampo plc terminate his service agreement or ii) the Group CEO terminate the agreement based on either material breach of the agreement from the company's part or based on material changes in the Group CEO's responsibilities due to significant changes in Sampo Group structure or ownership. The maximum amount of severance compensation is based on the terms applied in his previous position as the CEO of If P&C Insurance Holding Ltd.

¹ An incentive unit is a theoretical calculation unit that will be used to determine the incentive reward. For further information, refer to section Long-term incentives of the Group CEO in this report.

Remuneration performance and pay-out schedule

Year		2023	2024	2025	2026	2027	2028	2029
Fixed compensation
Benefits
Pension
STI
	st instalment 1
LTI 2017:1	2 nd instalment
	rd 3 instalment
LTI 2020:1	instalment 1 st
	nd instalment 2
	rd instalment 3
	Earning and performance period		Assessment of performance and payout
Deferral period		Release of deferral

The total remuneration of the Group CEO

Torbjörn Magnusson, Group CEO Remuneration element 2023 2022 Fixed remuneration Fixed compensation EUR 932,013 (SEK 10,694,382) EUR 967,490 (SEK 10,283,060) Other fixed compensation (e.g. holiday pay)1 EUR 74,543 (SEK 855,341) EUR 110,343 (SEK 1,172,791) Other benefits2 EUR 8,499 (SEK 97,517) EUR 2,040 (SEK 21,679) Variable remuneration Paid short-term incentives pertaining to previous year, excluding deferred incentives3 EUR 342,784 (SEK 3,933,270) EUR 390,190 (SEK 4,147,178) Release of deferred short-term incentives after a three-year deferral period4 EUR 107,167 (SEK 1,229,688) EUR 110,945 (SEK 1,179,193) Paid long-term incentives, including share purchases under the terms of the long-term incentive schemes5 EUR 1,673,700 (SEK 19,204,871) EUR 1,746,850 (SEK 18,566,570) Paid Total Direct Compensation EUR 3,138,705 (SEK 36,015,070) EUR 3,327,858 (SEK 35,370,471) Proportion of fixed and variable remuneration 32/68 32/68 Complementary rewards Supplementary pension EUR 676,735 (SEK 7,765,200) EUR 493,719 (SEK 5,247,540) Extraordinary items - - Remuneration from undertakings belonging to the same group - - Total Remuneration EUR 3,815,440 (SEK 43,780,270) EUR 3,821,577 (SEK 40,618,011)

¹ The holiday pay includes both holiday pay pertaining to the fixed compensation as well as holiday pay connected to the variable compensation under applicable local legislation. In November 2022, a retroactive holiday pay based on pay-out under STI programs pertaining to years 2019-2021 (paid out in 2020-2022) was paid. The total retroactive holiday pay for three years amounted to EUR 80,120 (SEK 851,567). Retroactive payments have been made to all Swedish employees of Sampo Group, based on a revised interpretation of applicable legislation.

² Other benefits include lunch benefit, an annual travel pass for flights between Stockholm and Helsinki, and a health insurance.

³ In 2023, the short-term incentive earned in 2022 was paid out. The total earned short-term incentive of the Group CEO from the 2022 STI program amounted to EUR 571,306 (SEK 6,555,451), of which 40 per cent, EUR 228,522 (SEK 2,622,180) was deferred. The deferred incentive may be paid out earliest in 2026.

⁴ Release of deferred short-term incentives relates to the deferred portion from STI 2019 which was paid out in 2023 after the compulsory compliance and risk review.

⁵ In 2023, the 1st instalment of the long-term incentive scheme 2020:1 was due in September and the performance condition related to the return on capital at risk was fulfilled to 100 per cent. In 2022, the 3rd instalment of the long-term incentive scheme 2017:1 was due in September and performance conditions related to the insurance margin and return on capital at risk were fulfilled to 100 per cent. For further information, refer to the table Overview of the long-term incentive schemes in force for the Group CEO in this report.

Short-term incentives of the Group CEO

The Board of Directors decides on one-year shortterm incentive programs separately each year and on cash pay-outs from the programs in the following year. The Group CEO participates in a one-year short-term incentive program, where the outcome is determined on the basis of key financial and non-financial performance criteria related to Sampo Group and its subsidiaries. In addition to the above performance criteria there is a threshold level relating to Sampo Group's Insurance Service Result per share below which STI pay-out will be zero. According to the rules and regulations applicable to Sampo Group, the performance criteria in the STI programs are both financial (quantitative) and non-financial (qualitative) of which there should be an appropriate balance between the two for each program. Further to the above, part of the pay-out shall be deferred for a defined period of time. For the Group CEO, currently 40 per cent of the pay-out is deferred in cash and held for an additional three years.

The Board of Directors can decide to cancel in whole or in part or to postpone the payment of short-term incentives if material non-acceptable risk-taking or breaches against internal or external rules for the business have materialised. The Board of Directors may decide to further defer or cancel in whole or in part the payment of deferred variable compensation if the payment would threaten the company's ability to maintain an adequate capital base.

Short-term incentive program 2023

		Description of the performance criteria	Relative weighting	Measured performance	Achievement1	STI Outcome2
Torbjörn Magnusson Group CEO	Sampo Group	Sampo Group combined ratio	12.5%	84.6%	0%	EUR 0 (SEK 0)
		Insurance dividend per share	12.5%	Increase EUR 0.10	100%	EUR 87,376 (SEK 1,002,598)
		Other synergy/value-creating developing projects and activities	20%	Partly completed	50%	EUR 69,901 (SEK 802,079)
	Subsidiaries	Value-creating Mandatum strategy	10%	Successfully completed	100%	EUR 69,901 (SEK 802,079)
		If P&C combined ratio	10%	83.1%	0%	EUR 0 (SEK 0)
		If P&C gross written premium growth	15%	6.7%	100%	EUR 104,851 (SEK 1,203,118)
		Hastings operating ratio	10%	89.8%	0%	EUR 0 (SEK 0)
	Sustainability	Commitment to the Science Based Target initiative (SBTi) and start developing science-based climate targets	10%	Successfully completed	100%	EUR 69,901 (SEK 802,079)
		Total	100%		57.5%	EUR 401,931 (SEK 4,611,952)
		Paid in 2024				EUR 241,158 (SEK 2,767,171)
		Deferred				EUR 160,772 (SEK 1,844,781)

¹ As percentage of maximum.

2 The performance period of the STI programs is the financial year, i.e. from 1 January to 31 December. The performance is assessed after the end of the performance period, in spring the following year. According to the regulatory framework applicable to Sampo plc, 60 per cent of STI is paid out after the assessment of performance and 40 per cent is deferred for three years.

Long-term incentives of the Group CEO

The Board of Directors decides on multiannual longterm incentive schemes and on pay-outs from the schemes. The objective of the schemes is to align the Group CEO's interest with those of the shareholders and commit the Group CEO to the company. The LTI schemes in force during 2023, which are similar in structure and performance criteria, were launched in 2017 and 2020. Both schemes are cash-based with a main allocation of incentive units in year one (90–95 per cent of all units under the scheme) and minor allocations in years two and three to new recruits or current employees with materially changed circumstances (5–10 per cent of the units).

Each scheme is divided into three instalments with the corresponding performance period, i.e. 30 per cent of the allocated units vests after a 3-year performance period, 35 per cent of the allocated units vests after a 4-year performance period, and 35 per cent of the allocated units vests after a 5-year performance period.

LTI performance outcome during 2023

The vesting of the schemes is determined on the basis of Sampo's share price development and dividends paid over each instalment's performance period, starting from the issue of the schemes, and performance criteria related to the insurance margin and/or return on capital at risk (RoCaR) applicable for each instalment.

In 2023, the Group CEO, Torbjörn Magnusson, participated in both the long-term incentive scheme introduced in 2017 (LTI 2017:1) and the scheme introduced in 2020 (LTI 2020:1). He was allocated 350,000 units in September 2017 for LTI 2017:1 and 350,000 units in August 2020 for LTI 2020:1. The allocation in 2017 was based on his previous position as the CEO of If P&C Insurance Holding Ltd.

At pay-out, the Group CEO is obliged to purchase Sampo A shares with 50 per cent of each instalment after deducting income tax and other comparable charges. The purchased shares are then subject to disposal restrictions (holding period) for a further three years from the vesting of each instalment. The

Board of Directors shall decide on the possible release after the three-year holding period.

The 1st instalment of the long-term incentive scheme 2020:1 was due in September 2023 and performance conditions related to capital at risk were fulfilled to 100 per cent. In addition, the trade-weighted average price of the Sampo A share on Nasdaq Helsinki Ltd was EUR 40.48, calculated for the period 10 August to 13 September 2023, lower than the maximum value of EUR 56.94, but exceeding the starting price of EUR 24.54, thereby resulting in a value of EUR 15.94 per incentive unit.

During 2023, the Board of Directors made a strategic review of the structure of the long-term incentive schemes in force. The conclusion is that the current structure does not enhance Sampo Group's strategic focus on P&C insurance, thereupon resulting in a new long-term incentive scheme being launched in 2024.

Scheme	Vesting instalment	Performance period	Performance criteria1	Weight	Threshold	Outcome	Trade weighted average share price at scheme launch2	Combined dividend during performance period3	Starting price4	Trade weighted average share price	Value of one incentive unit5
LTI 2020:1	1st instalment	3 years	RoCaR	100%	Risk-free return6 + 2%	100%	EUR 32.94	EUR 8.40	EUR 24.54	EUR 40.48	EUR 15.94

¹ Return on capital at risk together with the share price and dividends are the performance criteria determining the outcome of each instalment in the LTI 2020:1 scheme. The full terms and conditions for the LTI 2020:1 scheme can be found on www.sampo.com/incentiveterms.

² The trade-weighted average share price at launch is calculated for the period 6 August to 9 September 2020.

³ The combined dividend consists of dividend paid in 2021 (EUR 1.70), 2022 (EUR 4.10) and 2023 (EUR 2.60).

⁴ The starting price is the trade-weighted average share price at scheme launch minus the combined divided during the performance period.

⁵ The value of one incentive unit is the trade-weighted average share price from 10 August to 13 September 2023 minus the starting price.

⁶ Risk-free return is defined as Finnish Government 3-year average bond yield or zero, during the period Q3 of launch year to Q2 of the respective instalment year, whichever is higher.

Overview of the long-term incentive schemes in force for the Group CEO

	Main conditions of the long-term incentive schemes						Information regarding the financial year 2023
								Performance period		Deferral (Holding period)
Specification of the scheme	Award time	Units allocated to the Group CEO	Performance metrics	Performance period	Vesting year and portion of vesting units	End of holding period	Units opening balance1	Units vested during the year2	Units still under performance criteria at year end3	Deferred shares opening balance4	Acquired shares during the year5	Shares still under disposal restriction at year end6
Long-term incentive scheme 2017:1	2017	350,000	Share price development,	2017–2020 (3 years)	2020, 1st instalment 30%⁷	2023
			return on capital at risk, insurance margin	2017–2021 (4 years)	2021, 2nd instalment 35%	2024				5,036 (EUR 245,858)		5,036 (EUR 199,476)
				2017-2022 (5 years)	2022, 3rd instalment 35%	2025				7,984 (EUR 389,779)		7,984 (EUR 316,246)
						Total				13,020 (EUR 635,636)		13,020 (EUR 515,722)
Long-term incentive scheme 2020:1	2020	350,000	Share price development,	2020–2023 (3 years)	2023, 1st instalment 30%	2026	105,000	105,000 (EUR 1,673,700)			8,788 (EUR 359,098)	8,788 (EUR 348,093)
			return on capital at risk	2020–2024 (4 years)	2024, 2nd instalment 35%	2027	122,500		122,500
				2020–2025 (5 years)	2025, 3rd instalment 35%	2028	122,500		122,500
						Total	350,000	105,000 (EUR 1,673,700)	245,000		8,788 (EUR 359,098)	8,788 (EUR 348,093)

¹ The opening balance is the number of allocated incentive units that in the beginning of the year are still under performance criteria and yet to vest.

² The units vested during the year represent the amount of incentive units vested for the Group CEO during the financial year. The value of one incentive unit is described in the table LTI performance outcome during 2023.

³ The closing balance is the number of allocated incentive units that are still under performance criteria at year end and yet to vest.

⁴ The number of actual purchased shares that are still subject to a holding period. The value presented is the number of shares times the share price of one Sampo A share on the last trading day of the previous financial year.

⁵ 50 per cent of the long-term incentive pay-out is deferred in the form of Sampo A shares. The value represents the net amount for which the Group CEO bought Sampo A shares.

⁶ The number of shares that are still subject to a holding period. The value presented is the number of shares times the share price of one Sampo A share on the last trading day of the financial year.

⁷ The 1st instalment of the long-term incentive scheme 2017:1 was due in September 2020 and performance conditions related to the insurance margin and return on capital at risk were fulfilled to 100 per cent. However, as the trade-weighted average price of the Sampo A share on Nasdaq Helsinki Ltd was below the starting price, there was no pay-out from the 1st instalment.

Shareholding of the Group CEO

There is no formal shareholding requirement for the Group CEO. Updated information on management shareholdings is available at www.sampo.com/managementshareholdings.

	Number of Sampo A shares, 31 Dec 2023	Sampo A share price, 31 Dec 2023	Market value of the shares, 31 Dec 2023	Annual base salary in 20231	The shareholding as % of annual base salary in 2023
Group CEO, Torbjörn Magnusson	46,568	EUR 39.61	EUR 1,832,675	EUR 932,013	197%

¹ The annual base salary of the Group CEO amounted to SEK 10,694,382 in 2023.

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