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Proposals of the Nomination and Remuneration Committee of Sampo plc’s Board of Directors to the Annual General Meeting

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SAMPO PLC                        STOCK EXCHANGE RELEASE         27 March 2024 at 1:59 pm


Proposals of the Nomination and Remuneration Committee of Sampo plc’s Board of Directors to the Annual General Meeting

The Nomination and Remuneration Committee of Sampo plc’s Board of Directors has made proposals for the remuneration, number, and members of the Board of Directors to the Annual General Meeting to be held on 25 April 2024.

The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that the following annual fees be paid until the close of the next Annual General Meeting:

  • the Chair of the Board be paid EUR 235,000 (prev. EUR 228,000)
  • the Vice Chair of the Board be paid EUR 135,000 (prev. EUR 131,000)
  • each member of the Board be paid EUR 104,000 (prev. EUR 101,000)
  • the Chair of the Audit Committee be paid EUR 29,000 as an additional annual fee (prev. EUR 28,000)
  • each member of the Audit Committee be paid EUR 6,600 as an additional annual fee (prev. EUR 6,400).

The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that the number of Board members remain unchanged and that nine members be elected to the Board.

The Nomination and Remuneration Committee of the Board of Directors proposes that the current members of the Board Christian Clausen, Georg Ehrnrooth, Jannica Fagerholm, Steve Langan, Risto Murto, Antti Mäkinen, Markus Rauramo and Annica Witschard be re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members, Fiona Clutterbuck is not available for re-election. The Committee proposes that Astrid Stange be elected as a new member to the Board. Stange holds a Doctorate in Economics and has more than 20 years of experience in the P&C insurance industry. The 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.

The proposals of the Nomination and Remuneration Committee of Sampo plc’s Board of Directors and the CV of Astrid Stange are attached in full to this release. The proposals of Sampo plc's Board of Directors and its Audit Committee were published on 8 February 2024 and are available at www.sampo.com/agm.


SAMPO PLC
Nomination and Remuneration Committee

For more information, please contact:

Sami Taipalus
Head of Investor Relations
tel. +358 10 516 0030

Maria Silander
Communications Manager, Media Relations
tel. +358 10 516 0031

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


APPENDIX 1

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 the following annual fees be paid to the members of the Board of Directors until the close of the next Annual General Meeting:

  • EUR 235,000 for the Chair of the Board (prev. EUR 228,000);
  • EUR 135,000 for the Vice Chair of the Board (prev. EUR 131,000);
  • EUR 104,000 for each member of the Board (prev. EUR 101,000);
  • EUR 29,000 for the Chair of the Audit Committee as an additional annual fee (prev. EUR 28,000); and
  • EUR 6,600 for each member of the Audit Committee as an additional annual fee (prev. EUR 6,400).

The proposed fees represent an increase of approximately 3 per cent. In determining the proposed fees, the Committee performs regular benchmarking against the fees paid to Boards of companies similar to Sampo Group. Based on this comparison, the Committee has 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.

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, all costs and expenses related to the Board membership, including actual travel and accommodation costs incurring to a Board member as well as potential consultative, legal and administrative costs, will be paid on behalf of or reimbursed to the respective Board member.

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. Notwithstanding this, a Board member is not required to purchase any additional Sampo plc A shares if the Board member owns such amount of said shares that their value is equivalent to twice the respective Board member’s gross annual fee. The Company will pay any possible transfer tax related to the acquisition of the shares.

A Board member shall make the purchase of shares during 2024 after the publication of the Interim Statement for January-September 2024 or, if this is not feasible due to applicable regulations, on the first possible date thereafter.

A Board member shall be obliged to retain the Sampo plc A shares purchased pursuant to this proposal 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 the 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.

27 March 2024

SAMPO PLC
Nomination and Remuneration Committee


APPENDIX 2

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 remain unchanged and that nine members be elected to the Board.

The Nomination and Remuneration Committee of the Board of Directors proposes that the current members of the Board Christian Clausen, Georg Ehrnrooth, Jannica Fagerholm, Steve Langan, Risto Murto, Antti Mäkinen, Markus Rauramo and Annica Witschard be re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members, Fiona Clutterbuck is not available for re-election. The Committee proposes that Astrid Stange be elected as a new member 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 the opinion of the Nomination and Remuneration Committee that the proposed Board of Directors and all of its members are suitable for the assignment both collectively and individually. Further, the Committee is of the opinion that the proposed composition of the Board of Directors enables it to work effectively and reflects Sampo plc’s short- and long-term needs.

New Board member

Astrid Stange has more than 20 years of experience in the P&C insurance industry, including strategy consulting focused on the insurance and finance industries with the Boston Consulting Group and different executive management positions at AXA Group. Since 2022, she has worked as the CEO of ELEMENT Insurance. Stange is also a member of the supervisory boards of Lufthansa and Moody’s as well as a board member of Atos. She was born in 1965 and holds a Doctorate in Economics from the Technical University of Braunschweig.

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 determining the criteria for suitable Board members to be proposed herein, the Committee has, in light of Sampo Group’s strategy and current phase of the Group’s businesses, assessed that the composition of Sampo plc’s Board of Directors shall further emphasise expertise in P&C insurance. 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. To fulfil said targets, the Committee has, with the assistance of an external consultant and on a wide international scope, searched for suitable candidates for the role of member of the Board of Directors. Based on the search, the Committee has concluded that the number of suitable and available candidates is very limited.

Regardless of a well prepared and performed executive search process, the proposed Board composition does not fulfil the target according to which each gender shall be represented by at least 37.5 per cent of the members of the Board. This is attributable to the limited number of suitable and available candidates as well as previous Board Sampo plc’s Annual General Meeting on 25 April 2024 8 member Johanna Lamminen’s term of office ending upon Sampo plc’s demerger and Board member Fiona Clutterbuck not being available for re-election. The Board of Directors remains committed to reaching its target of having both genders represented in the Board and will continue its endeavours to reach the target when proposing candidates for Board membership next time.

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. In addition, the Committee notes that Jannica Fagerholm’s role as the Chair of the Audit Committee is key in terms of continuity as Sampo Group has transformed into a pureplay P&C group.

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

27 March 2024

SAMPO PLC
Nomination and Remuneration Committee

ANNEX: CV of Astrid Stange

Curriculum Vitae:

Astrid Stange
Born 1965

Education:

Technical University of Braunschweig

  • Doctorate in Economics 1993

Ruhr University of Bochum

  • Studies in Economics: finance, banking, and insurance 1984 - 1989

Career:

ELEMENT Insurance AG

  • CEO 2022 -

AXA Group Operations SA

  • CEO 2018 - 2021

AXA SA

  • Group COO 2017 - 2021
  • Member of AXA Group Management Committee 2017 - 2021

AXA Germany

  • Member of the Executive Board for Strategy, Human Resources, Organization and Customer Management 2014 - 2017

The Boston Consulting Group

  • Strategy Consultant, insurance and finance industries 1998 – 2014

Bertelsmann Buch-Club Germany

  • Head of Direct Marketing Services 1995 - 1998

Bertelsmann Buch AG

  • Executive Assistant 1993 - 1995

Technical University of Braunschweig

  • Research Assistant 1990 - 1993

Positions of trust:

Moody's Investors Service, Independent Director of the EU/UK Supervisory Boards, 2023 -

Atos SE, Independent Director of the Board of Directors, 2022 -

  • Head of the Remuneration Committee
  • Member of the Audit Committee
  • Member of the Ad hoc Committee

Lufthansa Group, Member of the Supervisory Board 2020 -

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