Sampo Oyj — Remuneration Information 2011

Mar 10, 2011

Sampo Group Salary and Remuneration Report

Sampo complies in full with the Finnish Corporate Governance Code issued by the Securities Market Association, effective from 1 October 2010, replacing the earlier Code from 2008. This salary and remuneration report has been drawn up in accordance with section 7 ('Remuneration') of the Corporate Governance Code. The Code can be viewed in its entirety on the Securities Market Association's website at www.cgfinland.fi.

The structure of Sampo Group's remuneration and the principles used in setting up remuneration systems are presented in Sampo plc's Compensation Code, approved on 8 June 2010. The Code applies to all companies in Sampo Group and it is available at www.sampo.com/ compensation. One implication of the Code and the Group's company specific compensation policies is that for relevant categories of employees variable compensation systems adopted after 1 January 2011, will be subject to deferral. At least 50.1 per cent of the variable pay-outs to these employee categories will be deferred for at least three years.

Remuneration Principles in the Sampo Group

The core principles described in the Code are that all remuneration systems in Sampo Group shall safeguard the financial stability of the Group and comply with regulatory and ethical standards. They shall also be designed to balance the interests of different stakeholder groups such as shareholders, employees, customers and supervisory authorities.

With regard to the various forms of compensation, the guiding principles are that:

Fixed compensation (fixed salary) shall support the financial stability of the Group, shall represent a sufficiently high share of total compensation and be competitive but not leading in the market

Variable compensation shall be used to ensure the competitiveness of total compensation packages while still keeping fixed cost base reasonable and to ensure performance differentiation among individuals. Variable compensation is either short term, i.e. based on annual performance, or long term in the form of long term incentive schemes. Design of variable compensation systems should always encourage long term value creation, be based on balanced risk horizons and avoid excessive risk taking and they should consist of a mix of company, business area and personal targets.

Furthermore, variable compensation systems should contain triggers requiring significant profitability before payout, caps limiting total payment and "force majeure" clauses allowing the Board to stop payment if necessary e.g. because of the financial situation of the company. Finally, variable compensation systems should be based on the employer's unilateral decision.

Remuneration of the directors

Under Sampo's Articles of Association, the fees payable to the members of the Board of Directors is decided by the Annual General Meeting.

In accordance with the decision of the Annual General Meeting in 2010, the following annual fees were paid to members of the Board of Directors for their Board and committee work up to the close of the Annual General Meeting in 2011: EUR 160,000 to the Chairman, EUR 100,000 to the Vice Chairman, and EUR 80,000 to the other members of the Board, with approximately 50 per cent of each Board member's annual fee being paid in the form of Sampo A shares. The members of the Board of Directors acquired 11,383 Sampo A shares with annual fees during 2010.

Members of the Board of Directors did not receive any other benefits, nor did they participate in Sampo's incentive schemes. (See also the section headed 'Financial benefits of Board Chairman and Board members under an employment or service relationship').

Remuneration of the Managing Director and other executives

The Board of Directors decides on the terms of employment and other compensatory matters applying to the Group CEO and other executives on the Group Executive Committee, on the basis of proposals by the Nomination and Compensation Committee. If authorised by the Board of Directors, the Nomination and Compensation Committee can, however, decide on the salaries of members of the Group Executive Committee, but not those of the Group CEO or Deputy CEO.

In addition to receiving monthly salaries, the executive members of the Group Executive Committee are participants in the Group's short term variable compensation system, which is decided upon separately each year. The short term variable compensation is determined on the basis of the Group result, individual performance, and when applicable, the business area result. The maximum amount that can be paid for 2010 to members of the Group Executive Committee corresponds to nine months' fixed salary.

Members of the Group Executive Committee are also participants in the long-term incentive schemes for Sampo plc's management (2008 II and 2009 I) and in the long-term share-based incentive scheme 'Sampo 2006' (scheme expired during 2010) for the Group's key management. The terms of the incentive schemes are available on Sampo's website at www.sampo.com/compensation.

The Group Executive Committee, excluding the Group CEO, was paid EUR 2,662,310 in fixed salaries, EUR 1,327,719 in short term variable compensation and EUR 6,319,592 in long-term variable compensation, together totalling EUR 10,309,621, for 2010. This amount includes share purchases under the terms of the long term incentive schemes. Through long term incentive scheme transactions the Group Executive Committee, excluding the Group CEO, acquired 56,448 Sampo A shares in 2010. These shares are subject to a lock-up period of 1–2 years.

The members of the Group Executive Committee are each covered by the employment pension system of their country of residence. Under the terms of their employment contracts, the majority of them are also covered by supplementary pension schemes. The retirement age for the Committee's members as set out in their contracts is 60, 65 or the age laid down in the employment pension system of their country of residence.

Financial benefits included in the Group CEO's service relationship

The Board of Directors elects and releases the Group CEO, and decides on the Group CEO's terms of employment and other compensatory matters. During 2010 Sampo's Group CEO was Kari Stadigh.

For the period 1 January to 31 December 2010, Kari Stadigh was paid EUR 667,412 in fixed salaries, EUR 400,000 in short term variable compensation and EUR 1,295,863 in long-term variable compensation, together totalling EUR 2,363,275, for 2010. This amount includes share purchases under the terms of the long term incentive schemes. Through incentive scheme transactions the Group CEO acquired 13,124 Sampo A shares in 2010. These shares are subject to a lock-up period of 1–2 years.

The period of notice for terminating the service contract of the Group CEO is six months. In addition to receiving salary for the period of notice, the Group CEO is entitled to severance compensation of 18 months' full salary, provided the service contract was terminated by Sampo plc.

The retirement age of the Group CEO is 60 and the pension benefit is 60 per cent of the pensionable salary. The reduction in the retirement age was accompanied by supplementary pension coverage, the cost for which was EUR 256,044 in 2010.

Financial benefits of the Board Chair- man and Board members under an employment or service relationship

The members of the Board of Directors are not in an employment or service relationship with the company and are not covered by the remuneration systems.