Sampo Oyj — Remuneration Information 2019

Mar 5, 2019

2018

REMUNERATION REPORT

Remuneration Report 2018

The Remuneration Report 2018 is part of the Remuneration Statement, which is available at www.sampo.com/remunerationstatement. The Remuneration Report provides information on the remuneration and other financial benefits paid to the Board of Directors, the Group CEO and the Group Executive Committee members in 2018. The remuneration and other financial benefits are reported on a cash basis.

Board of Directors

The table below describes the remuneration paid to the members of the Board and the number of Sampo A shares acquired by the members of the Board in accordance with the decision of the Annual General Meeting in 2018.

			No. of acquired Sampo A shares 20181)	No. of acquired Sampo A shares 20172)
Board member and position	Annual fee 2018 (EUR)	Annual fee 2017 (EUR)	(disposal restriction until 2020)	(disposal restriction until 2019)
Björn Wahlroos Chairman	175,000	175,000	1,377	1,265
Eira Palin-Lehtinen Vice Chairperson	115,000	115,000	676	607
Christian Clausen Member of the Audit Committee	96,000	96,000	550	481
Jannica Fagerholm Chairperson of the Audit Committee	115,000	115,000	772	659
Adine Grate Axén Member of the Audit Committee	96,000	96,000	682	628
Veli-Matti Mattila Member	90,000	90,000	523	525
Risto Murto Member	90,000	90,000	549	490
Per Arthur Sørlie Member of the Audit Committee, until 19 April 2018	-	96,000	-	569
Antti Mäkinen Member of the Audit Committee, from 19 April 2018	96,000	-	464	-
Total	873,000	873,000	5,593	5,224

1) The levied transfer tax related to the acquisition of Sampo A shares was compensated, in total EUR 4,083 (EUR 929 pertaining to the Vice Chairperson and EUR 3,154 pertaining to the other Finnish members of the Board).

2) The levied transfer tax related to the acquisition of Sampo A shares was compensated, in total EUR 3,345 (EUR 917 pertaining to the Vice Chairperson and EUR 2,428 pertaining to the other Finnish members of the Board).

Group CEO

The table below describes the remuneration elements of the Group CEO, Kari Stadigh, in 2018.

Remuneration element 2018	Description
Fixed salary	• Annual salary
Fringe benefits	• Telephone benefit • Lunch benefit • Car benefit • Supplementary health insurance
Short-term incentives	• Short-term incentive program 2018 — payout in 2019 • Short-term incentive program 2017 — payout in 2018 — payout subject to a deferral rule • Short-term incentive program 2014 — release of deferred payout in 2018
Long-term incentives	• Long-term incentive scheme 2014:1 — first instalment 30% vested in 2017, second instalment 35% in 2018 — 60% of net payout used to acquire Sampo A shares — shares subject to a 3-year disposal restriction — last instalment 35% vesting in 2019 • Long-term incentive scheme 2017:1 — vesting in 2020, 2021 and 2022
Compensation related to the termination of the service contract	• Salary for the notice period
Pension benefit	• Supplementary defined contribution pension contract — effective 1 January 2016 — annual cost for Sampo EUR 400,000

The table below describes the remuneration and other financial benefits paid to the Group CEO, Kari Stadigh, in 2018.

Remuneration element	2018 (EUR)	2017 (EUR)
Fixed salary	985,006	1,091,502
of which a lump sum compensation for TEL-L3)	0	122,198
Fringe benefits	38,132	32,674
Short-term incentives pertaining to 2017 (2016)4)	416,412	315,344
Release of deferred short-term incentives pertaining to 2014 (2013)	262,332	282,255
Long-term incentives 5)	2,441,250	1,968,000
Total	4,143,132	3,689,776
Supplementary pension6)	400,000	400,000

3) Based on changes in legislation, the supplementary TEL-L group pension plan was removed as of 31 December 2016 and forms a paid-up policy. Based on the decision of the Board of Directors, the unearned TEL-L pension and funeral grant were compensated as a lump sum payment to applicable employees in Sampo, including the Group CEO. 50 per cent of the lump sum was paid in 2016 and 50 per cent in 2017.

4) Excluding short-term incentive deferred during the respective year. The short-term incentive deferred in 2018 amounted to EUR 175,127 and may be paid out earliest in 2021. The short-term incentive deferred in 2017 amounted to EUR 308,871 and may be paid out earliest in 2020.

5) Including share purchases under the terms of the long-term incentive scheme.

6) The supplementary pension premiums for 2016 included payments to the supplementary TEL-L group pension plan.

The table below describes the number of Sampo A shares acquired by the Group CEO, Kari Stadigh, in 2018 under the terms of the long-term incentive scheme.

	No. of acquired	No. of acquired
	Sampo A shares 2018	Sampo A shares 2017
	(disposal	(disposal
	restriction	restriction
Position	until 2021)	until 2020)
Group CEO	15,871	12,056

Group Executive Committee (excluding Group CEO)

The table below describes the remuneration elements of the Group Executive Committee members, excluding the Group CEO, in 2018.

Fixed salary • Annual salary Fringe benefits • Based on employment or service contracts, e.g. — telephone benefit — lunch benefit — car benefit — housing benefit — supplementary insurances Short-term incentives • Company-specific short-term incentive programs 2018 — payout in 2019 • Company-specific short-term incentive programs 2017 — payout in 2018 — payout subject to a deferral rule • Company-specific short-term incentive programs 2014 — release of deferred payout in 2018 Long-term incentives • Long-term incentive scheme 2014:1 — first instalment 30% vested in 2017, second instalment 35% in 2018 — 60% of net payout used to acquire Sampo A shares — shares subject to a 3-year disposal restriction — last instalment 35% vesting in 2019 • Long-term incentive scheme 2017:1 — vesting in 2020, 2021 and 2022 Compensation related to the • Based on employment or service contracts, e.g. termination of the employment — salary for the notice period or service contract — severance compensation — compensation for the non-competition period Pension benefit • Supplementary defined contribution or defined benefit	Remuneration element 2018	Description
		pension contracts

The table below describes the remuneration and other financial benefits paid to the Group Executive Committee members, excluding the Group CEO, in 2018.

Remuneration element	2018 (EUR)	2017 (EUR)
Fixed salary	2,741,581	2,982,372
Fringe benefits	105,346	111,550
Short-term incentives pertaining to 2018 (2017)7)	1,149,997	1,051,391
Release of deferred short-term incentives pertaining to 2014 (2013)	792,710	841,783
Long-term incentives8)	6,444,900	5,451,720
Total9)	11,234,534	10,438,816
Compensation related to the termination of the employment or service contract10)	194,285	380,226
Board member fees from Topdanmark A/S	318,054	255,611
Supplementary pension	1,055,298	1,166,881

7) Excluding short-term incentives deferred during the respective year. The short-term incentives deferred in 2018 amounted to EUR 490,015 and may be paid out earliest in 2021. The short-term incentives deferred in 2017 amounted to EUR 545,313 and may be paid out earliest in 2020.

8) Including share purchases under the terms of the long-term incentive schemes.

9) The total sums do not include reservation made in 2017 or the payment made in 2018 for compensation related to the termination of the service contract of one of the Group Executive Committee members.

10) The figure for 2017 is a reservation for compensation related to the termination of the service contract of one of the Group Executive Committee members which was paid in January 2018.

The table below describes the number of Sampo A shares acquired by the Group Executive Committee members, excluding the Group CEO, in 2018 under the terms of the long-term incentive schemes.

	No. of acquired	No. of acquired
	Sampo A shares 2018	Sampo A shares 2017
	(disposal	(disposal
	restriction	restriction
Position	until 2021)	until 2020)
Group Executive Committee, excluding Group CEO	39,181	33,448

2018 Sampo plc

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