REG-Proposals of the Board of Directors of Sampo plc and its Audit Committee to the Annual General Meeting

Sampo OyjAnnouncement

25/03/2026 08:00

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Sampo plc, stock exchange release, 25 March 2026 at 10:00 am EET

Proposals of the Board of Directors of Sampo plc and its Audit Committee to
the Annual General Meeting

The Board of Directors of Sampo plc and its Audit Committee have made
proposals for the election and remuneration of the Auditor and the
Sustainability Reporting Assurance Provider as well as a proposal for
repurchase of own shares to Sampo’s Annual General Meeting (AGM) to be held
on 22 April 2026.

The Audit Committee proposes to the AGM that the Authorised Public Accountant
Firm Deloitte Ltd be re-elected as the Company’s Auditor and Sustainability
Reporting Assurance Provider for a term of office expiring at the end of the
Company’s Annual General Meeting 2027. Furthermore, the Audit Committee
proposes that compensation be paid to the Company’s Auditor and to the
Sustainability Reporting Assurance Provider against invoices approved by the
Company.

The Board of Directors proposes that the AGM authorise the Board to resolve to
repurchase, on one or several occasions, a maximum of 250,000,000 Sampo plc A
shares. The maximum number of shares represents approximately 9.42 per cent of
all outstanding A shares of the company. The repurchased shares will be
cancelled. It is proposed that the authorisation be valid until the close of
the next AGM, however no longer than 18 months from the AGM's decision.

The proposals for the election and remuneration of the Auditor and the
Sustainability Reporting Assurance Provider as well as the proposal for
repurchase of own shares are attached in full to this release. The proposals
of the Nomination and Remuneration Committee to Sampo AGM were published on 4
February 2026. In addition, the Board proposal for distribution of profit was
published on 5 February 2026. All proposals of the Board of Directors and its
committees to the Annual General Meeting are compiled and available at
www.sampo.com/agm.

SAMPO PLC 
Board of Directors

For further information, please contact:

Mirko Hurmerinta
Interim Head of Investor Relations
tel. +358 10 516 0032

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

APPENDIX 1

Proposal for the remuneration of the Auditor and the Sustainability Reporting
Assurance Provider

The Audit Committee of the Board of Directors proposes to the Annual General
Meeting that compensation be paid to the Company’s Auditor and to the
Sustainability Reporting Assurance Provider against invoices approved by the
Company.

As background to the proposal, the Audit Committee states that the Authorised
Public Accountant Firm Deloitte Ltd has acted as Sampo plc’s Auditor since
2021 and as Sampo plc’s Sustainability Reporting Assurance Provider since
2024.

Sampo plc’s fees to Deloitte Ltd for statutory audit services in 2025
totaled to approximately EUR 460,000 and approximately EUR 104,000 for
sustainability reporting assurance. In addition, Sampo plc’s fees to
Deloitte Ltd for non-audit services totalled to approximately EUR 208,000.

Sampo Group’s fees to audit firm Deloitte for statutory audit services in
2025 totaled to approximately EUR 4,055,000. In addition, Sampo Group’s fees
for non-audit services to audit firm Deloitte totalled to approximately EUR
827,000, which is at most approximately 20.4 per cent of Sampo Group’s fees
to audit firm Deloitte for statutory audit services. 

The Auditor’s fees for services provided to Sampo Group have been presented
in note 6 of the consolidated financial statements.

25 March 2026
SAMPO PLC
Audit Committee

APPENDIX 2

Proposal for the election of the Auditor and the Sustainability Reporting
Assurance Provider

The Audit Committee of the Board of Directors proposes to the Annual General
Meeting that the Authorised Public Accountant Firm Deloitte Ltd be re-elected
as the Company’s Auditor for a term of office expiring at the end of the
Company’s Annual General Meeting 2027. If Deloitte Ltd is elected as Sampo
plc’s Auditor, the firm has announced that APA ASA Jukka Vattulainen will
continue as the auditor with principal responsibility. Jukka Vattulainen has
acted as the Company’s principally responsible auditor since 2021.

The Audit Committee also proposes to the Annual General Meeting that
Authorised Sustainability Audit Firm Deloitte Ltd be re-elected as the
Company’s Sustainability Reporting Assurance Provider for a term of office
expiring at the end of the Company’s Annual General Meeting 2027. If
Deloitte Ltd is elected as Sampo plc’s Sustainability Reporting Assurance
Provider, the firm has announced that APA ASA Jukka Vattulainen will continue
as the principal authorised sustainability auditor. Jukka Vattulainen has
acted as the Company’s principal authorised sustainability auditor since
2024.

The Audit Committee notes that its proposal is free from influence by a third
party, and the Audit Committee is not subject to compliance with any such
clauses referred to in Article 16(6) of the Audit Regulation (Regulation (EU)
No 537/2014 of the European Parliament and of the Council of 16 April 2014 on
specific requirements regarding statutory audit of public-interest entities
and repealing Commission Decision 2005/909/EC) that restrict the choice as
regards the election of a statutory auditor or audit firm.

The election of Deloitte Ltd as the Company’s Sustainability Reporting
Assurance Provider is conditional on Deloitte Ltd being elected as the
Company’s Auditor.

25 March 2026
SAMPO PLC
Audit Committee

APPENDIX 3

Proposal for authorisation to decide on the repurchase of the company’s own
shares

The Board of Directors proposes that the Annual General Meeting authorise the
Board to resolve to repurchase, on one or several occasions, a maximum of
250,000,000 Sampo plc A shares. The maximum number of shares represents
approximately 9.42 per cent of all outstanding A shares of the company. The
repurchased shares will be cancelled.

The shares may be repurchased either through an offer to all shareholders on
equal terms or through other means and otherwise than in proportion to the
existing shareholdings of the company’s shareholders (directed repurchase)
if the Board of Directors deems that there are weighty financial reasons for
such directed repurchase. Directed repurchases may be carried out, among
others, through open market purchases, participation in accelerated
book-building processes or through arranging reversed accelerated
book-building processes.

The purchase price per share shall be no more than 

(i)      the highest price paid for the company's shares in public
trading on the day of the repurchase or the offer to repurchase the company's
own shares, or alternatively,

(ii)      the average of the share prices (volume weighted average price
on the regulated markets where the company's share is admitted to trading)
during the five trading days preceding the repurchase or the offer to
repurchase the company's own shares.

The lowest purchase price per share shall be the price that is 20 per cent
lower than the lowest price paid for the company's shares in public trading
during the validity of this authorisation until the repurchase or the offer to
repurchase the company's own shares.

The repurchases under the authorisation are proposed to be carried out by
using funds in the unrestricted shareholders' equity, which means that the
repurchases will reduce funds available for distribution of profit.

The Board of Directors shall be authorised to decide on all other terms
relating to the repurchase of the company's own shares. It is proposed that
the authorisation be valid until the close of the next Annual General Meeting,
however no longer than 18 months from the Annual General Meeting's decision.
The holder of all of Sampo plc's B shares has given its consent to a buy-back
of A shares.

25 March 2026
SAMPO PLC
Board of Directors