Sampo to launch a new long-term incentive scheme

SAMPO PLC      STOCK EXCHANGE RELEASE     14 September 2017 at 5.15 pm

Sampo to launch a new long-term incentive scheme

Sampo plc's Board of Directors has today decided to adopt a new long-term incentive scheme 2017:1 for the management of Sampo Group (including the Group CEO) and other key employees of Sampo Group. Sampo Board Members are not included in the scheme. The total number of participants in the long-term incentive scheme is 117. The incentive scheme complies with the Sampo Group Remuneration Principles and the remuneration policies of the relevant Sampo Group companies.

The maximum number of the incentive units shall be 4,500,000 in total for the Group. A maximum of 95 per cent of the incentive units may be allocated during September to October 2017 and the remaining incentive units may be allocated during September to October 2018. Allocations in September and October 2018 may be directed to new recruits or to current employees with materially changed circumstances.

The allocation of incentive units shall be based on a combination of the assessment of the performance of the individual, of the business area and/or business unit concerned and of the overall results of the relevant Sampo Group company, the division and/or of Sampo Group. Also qualitative criteria shall be taken into account in the assessment, such as the compliance with internal and external rules for the business.

The potential incentive reward will be paid in three installments. The first installment, based on 30 per cent of the granted incentive units, will be paid by the end of September 2020, the second installment, based on 35 per cent of the granted incentive units, will be paid by the end of September 2021 and the third installment, based on 35 per cent of the granted units, will be paid by the end of September 2022.

A deferral rule applies to incentive rewards paid to key employees who are subject to the deferral rule in accordance with the remuneration policies of the relevant Sampo Group companies in force at the launch of this incentive schemes. The identified staff shall, when each installment is paid or at the first possible opportunity, taking into account the insider regulations, purchase Sampo A shares on a regulated market or a multilateral trading facility in which the Sampo A share is publicly traded with 50 per cent of the installment after deducting income tax and other comparable charges. If a member of the identified staff is subject to a higher deferral percentage in accordance with mandatory regulation or the remuneration policy of the relevant Sampo Group company in force at the time of payment of the installment, the higher percentage shall be applied to the purchase of the Sampo A shares. The Sampo A shares shall be subject to disposal restrictions for three years from the date when the installment was paid.

The incentive rewards to be paid shall be based on the share price development of the Sampo A share, on the insurance margin in If P&C Insurance, on the return on capital at risk and on the number of theoretical incentive units granted. The threshold values for the performance conditions are presented in the terms and conditions of the incentive scheme 2017:1 available at www.sampo.com/incentiveterms. The starting price and a theoretical market price for the scheme are available at the same address in week 40.

The core of the Remuneration Principles of Sampo Group is that all remuneration systems in Sampo Group shall safeguard the long-term financial stability of the Group and shall comply with regulatory and ethical standards. Risk sensitive but fair and rewarding compensation mechanisms enhance Sampo Group's ability to create stakeholder and shareholder value.