Sampo plc

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

Sampo plc, stock exchange release, 4 February 2026 at 4:10 pm EET

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 (AGM) to be held on 22 April 2026.

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 250,000 for the Chair of the Board (prev. EUR 243,000);
• EUR 144,000 for the Vice Chair of the Board (prev. EUR 140,000);
• EUR 111,000 for each member of the Board (prev. EUR 108,000);
• EUR 30,000 for the Chair of the Audit Committee as an additional annual fee (prev. EUR 30,000);
• EUR 15,000 for each member of the Audit Committee as an additional annual fee (prev. EUR 6,800);
• EUR 20,000 for the Chair of the Nomination and Remuneration Committee as an additional annual fee (new committee fee); and
• EUR 10,000 for each member of the Nomination and Remuneration Committee as an additional annual fee (new committee fee)

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 eight members be elected to the Board. The Committee proposes that the current members of the Board Steve Langan, Sara Mella, Risto Murto, Antti Mäkinen, Markus Rauramo, Astrid Stange and Annica Witschard be re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members, Christian Clausen is not available for re-election. The Committee proposes that Andreas Brandstetter be elected as a new member to the Board. The Nomination and Remuneration Committee will propose to the Board that it elects Antti Mäkinen as the Chair of the Board and Risto Murto as the Vice Chair.

The proposals of the Nomination and Remuneration Committee and the CV of Andreas Brandstetter are attached in full to this release.  

SAMPO PLC
Nomination and Remuneration Committee

For more information, please contact:

Mirko Hurmerinta
Investor Relations Manager
tel. +358 10 516 0032

Antti Järvenpää
Investor Relations Specialist and Media Relations
tel. +358 10 516 0035

Distribution:
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www.sampo.com

APPENDIX 1

Proposal 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 250,000 for the Chair of the Board (prev. EUR 243,000);
• EUR 144,000 for the Vice Chair of the Board (prev. EUR 140,000);
• EUR 111,000 for each member of the Board (prev. EUR 108,000);
• EUR 30,000 for the Chair of the Audit Committee as an additional annual fee (prev. EUR 30,000);
• EUR 15,000 for each member of the Audit Committee as an additional annual fee (prev. EUR 6,800);
• EUR 20,000 for the Chair of the Nomination and Remuneration Committee as an additional annual fee (new committee fee); and
• EUR 10,000 for each member of the Nomination and Remuneration Committee as an additional annual fee (new committee fee)

In determining the proposed fees, the Committee performs regular benchmarking against companies similar to Sampo Group. Based on the market analysis used in this comparison, the Committee has concluded that the proposed annual fees are on a level comparable to the average annual fees paid to Board members of Finnish and international peers, however, the committee fees have clearly fallen behind average market practice both in Finland and compared to international peers. The Committee has also considered how the increasing regulations applicable to Sampo Group add to the demands and scope of the Board’s work. The proposed increases to the annual board fees (excluding additional committee fees) are approximately 2.9 per cent compared to the previous year.

Sampo plc will cover any statutory social and pension costs incurred by Board members that have permanent residence outside of Finland, in accordance with the relevant national legislation. Additionally, all expenses related to the Board membership, including actual travel and accommodation costs, as well as potential consulting, legal, and administrative expenses, will either be paid directly on behalf of or reimbursed to the respective Board member.

A Board member must acquire Sampo plc A shares at the price paid in public trading with 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 cover the costs of any possible transfer tax related to the acquisition of the shares up to an amount corresponding to the total net annual fee used to acquire the shares. A Board member shall make the purchase of shares during 2026 after the publication of the Interim Statement for January-September 2026 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.

4 February 2026
SAMPO PLC
Nomination and Remuneration Committee

APPENDIX 2

Proposal 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 eight members be elected to the Board.

The Nomination and Remuneration Committee of the Board of Directors proposes that the current members of the Board Steve Langan, Sara Mella, Risto Murto, Antti Mäkinen, Markus Rauramo, Astrid Stange and Annica Witschard be re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members, Christian Clausen is not available for re-election. The Committee proposes that Andreas Brandstetter be elected as a new member to the Board. 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 as individuals. Further, the Committee is of the opinion that electing the Board as a whole is justified to ensure sufficiently diverse and complementary expertise and that the composition as a whole reflects Sampo plc’s short and long-term needs.

The Nomination and Remuneration Committee will propose to the Board that it elects Antti Mäkinen as the Chair of the Board and Risto Murto as the Vice Chair. The Committee further proposes to the Board that Steve Langan, Risto Murto and Antti Mäkinen (Chair) be elected to the Nomination and Remuneration Committee, and that Andreas Brandstetter, Sara Mella, Markus Rauramo (Chair), Astrid Stange and Annica Witschard be elected to the Audit Committee. The proposed compositions of the Committees fulfil the Finnish Corporate Governance Code 2025’s requirements for independence.

New Board member

Andreas Brandstetter has close to three decades of experience in the P&C insurance industry, marked by a distinguished and steadily advancing career at UNIQA Insurance Group. Since joining UNIQA in 1997, he has worked broadly across core business and leadership functions. Through these roles, Brandstetter has gained deep strategic insight and demonstrated strong leadership in steering UNIQA’s long‑term development and international growth. Born in 1969, Brandstetter holds a Doctorate in Political Science from the University of Vienna and an MBA from California State University/IMADEC.

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 the Group’s business areas. 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, when the Board consists of eight members, each gender shall be represented by at least three members. The Committee has assessed that the proposed Board composition fulfils the goals of the Board Diversity Policy.

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 2025. In so determining, the Committee has taken into account that Risto Murto 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 Risto Murto’s independence is not compromised due to his long service history on its own, and no other factors or circumstances have been identified that would impair his independence.

All Board members are required to fulfil the fitness & propriety requirements set by supervisory authorities.

4 February 2026
SAMPO PLC
Nomination and Remuneration Committee

ANNEX: Curriculum Vitae of Andreas Brandstetter

CURRICULUM VITAE

Andreas Brandstetter
Born 1969, male
Chief Executive Officer (CEO), UNIQA Insurance Group

Education:

University of Vienna

• Doctorate Political Science (incl. Scholarship at University of California, San Diego), 1994
• Master of Political Science, History, 1992

California State University Hayward / IMADEC

• Master of Business Administration (MBA), 2002

Career:

UNIQA Insurance Group

• CEO 2011-
• Member of the Management Board 2002-2011
• General Secretary 2000-2002
• Assistant to the CEO 1997-2000

Austrian Raiffeisen Association ÖRV

• Head of Office at European Union, Brussels 1995-1997

Austrian People Party ÖVP

• Managing Director 1994-1995

Republic of Austria / Federal Chancellery

• Office of the Vice Chancellor of the Republic of Austria 1993-1994

Positions of trust:

Strabag SE, Member of the Supervisory Board 2018-

Kunsthistorisches Museum, Vienna, Member of the Supervisory Board 2019-

Selected previous positions of trust:

Insurance Europe, President 2014-2018

SCOR SE, Board Member 2013-2015