Sampo Oyj — Remuneration Information 2013

Mar 14, 2013

SAMPO GROUP
Remuneration report

SAMPO GROUP REMUNERATION REPORT

Sampo complies in full with the Finnish Corporate Governance Code issued by the Securities Market Association effective from 1 October 2010. This 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.

Sampo Group Remuneration Principles, approved on 9 November 2012, describe the remuneration structure and the principles used in setting up remuneration systems within the general governance framework and according to the Sampo Group Risk Management Principles. The Remuneration Principles apply to all companies within Sampo Group and are available at www.sampo.com/remuneration.

Remuneration Principles in Sampo Group

The core of the Remuneration Principles is 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. Furthermore, all compensation mechanisms shall be designed in parallel with the Risk Management Principles.

The starting point of any compensation mechanism shall be to encourage and stimulate employees at all levels to do their best and surpass their targets. Remuneration packages shall be designed to reward employees on all levels, compensating them fairly for prudent and successful performance. At the same time, however, in order to safeguard the interest of other stakeholders, compensation mechanisms shall neither entice nor encourage employees to excessive

or unwanted risk taking. Thus, compensation mechanisms cannot be separated from risk management practices.

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

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

Variable compensation shall be used to ensure the competitiveness of total remuneration packages while still keeping the fixed cost base reasonable. Variable compensation mechanisms shall ultimately be based on the employer's unilateral decision and contain clauses allowing the Board to scale down or cancel payment if necessary e.g. because of the financial situation of the company. Variable compensation can either be based on the contribution to the company's profitability (e.g. short-term incentive programs) or linked to committing employees to the Group for a longer period of time (long-term incentive programs). Long-term incentive programs shall be designed to also align the participants' interests with those of the shareholders' by linking the payout of the programs not only to certain performance criteria, but also to the development of Sampo's share price.

Pensions shall as a general rule be of defined contribution nature.

Other benefits shall reflect the conditions in the relevant labor markets.

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SAMPO GROUP

Remuneration report

Deferral of Variable Compensation

The payment of a certain portion of the variable compensation payable to Senior Executive Management and to certain key persons shall be deferred for a defined period of time as required in the regulatory framework applicable to each Group company. After the deferral period, a retrospective risk adjustment review shall be carried out and the Board shall decide whether the deferred variable compensation shall be paid out in full, partly or omitted in whole. For the year 2012, parts of short-term incentives have been deferred. Payouts from agreements or programs decided prior to the publishing of FSA deferral recommendations have not been deferred.

Remuneration of the Board of Directors

According to Sampo's Articles of Association, the Annual General Meeting decides on the compensation of the members of the Board of Directors.

In accordance with the decision of the Annual General Meeting in 2012, 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 2013: 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 50 per cent of each Board member's annual fee (excluding potential statutory social and pension costs) after deduction of taxes and similar payments, being paid in the form of Sampo A shares. The members of the Board of Directors acquired 11,516 Sampo A shares with said annual fees during 2012. The shares are not subject to any lock-up period.

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.

Remuneration of the Group CEO and other members of the Executive Committee

The Board of Directors decides, on the basis of the proposal by the Nomination and Compensation Committee, the terms of employment and remuneration of the Group CEO, as well as the variable compensation of the other members of the Sampo Group Executive Committee. The Board of Directors has authorized the Nomination and Compensation Committee to decide the fixed remuneration of the members of the Group Executive Committee except for the Group CEO.

In addition to receiving monthly salaries, the members of the Group Executive Committee are participants in the company-specific short-term incentive programs, which are decided upon separately each year. The short-term incentive is determined on the basis of the Group result, individual performance, and where applicable, the business area result. The maximum amount that can be paid for 2012 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 (2009:1, 2011:1 and 2011:1/2). The terms of the incentive schemes are available on Sampo's website at www.sampo.com/remuneration.

The Group Executive Committee, excluding the Group CEO, was for 2012 paid EUR 3,077,766 in fixed salaries, EUR 599,315 in short-term incentives (excluding deferred compensation) and EUR 4,753,613 in long-term incentives, together totaling EUR 8,430,694. This amount includes share purchases under the terms of the long-term incentive programs. Through long-term incentive program transactions the Group Executive Committee, excluding the Group CEO, acquired 28,274 Sampo A shares in 2012. These shares are subject to a lock-up period of 2 years. The short-term incentives deferred in 2012 amount to EUR 730,884 and can be paid out earliest 2015.

The members of the Group Executive Committee are each covered by the employment pension system of

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SAMPO GROUP
Remuneration report

their country of residence. Under the terms of their employment contracts, the majority of them are also covered by supplementary pension schemes, of which part are of the defined benefit type and part of the defined contribution type. The retirement age for the Group Executive Committee's members, as set out in their contracts, is 60 or the flexible 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 remuneration and other terms of employment. During 2012 Sampo's Group CEO was Kari Stadigh.

For the period 1 January to 31 December 2012, the Group CEO was paid EUR 856,887 in fixed salary, EUR 204,340 in short-term incentives (excluding deferred compensation) and EUR 1,393,000 in long-term incentives, together totaling EUR 2,454,227. This amount includes share purchases under the terms of the long-term incentive programs. Through long-term incentive program transactions the Group CEO acquired 8,762 Sampo A shares in 2012. These shares are subject to a lock-up period of 2 years. The short-term incentive deferred in 2012 amounts to EUR 205,160 and can be paid out earliest 2015.

The Group CEO's fixed salary includes fringe benefits (mobile telephone, lunch, car benefit) with a total taxation value of EUR 18,520 for 2012. In addition, the Group CEO has an individual supplementary health insurance, the cost of which was EUR 9,297 in 2012¹.

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 pensionable salary includes fixed salary, fringe benefits, holiday pay and short-term incentives and is calculated as an average of two out of the four last full years, where the best and the worst year are left out. The cost for supplementary pension coverage was EUR 1,831,382 in 2012. The increase in pension contributions compared to earlier years is partly explained by the nature of the defined benefit pension agreement, where salary increases close to retirement age result in a rise in the pensionable salary and pension contributions must be topped up to ensure that pension funds match the higher pensionable salary, and partly by a single premium payment for mortality cover starting at the time of retirement.

Payment for a two-year period (1.7.2011-30.6.2013).