Expert Corporate Governance Service (ECGS)
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Sampo April 09th, 2019

In general, Sampo is in compliance with the Finnish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 8b, authorisation is sought to distribute a special dividend of up to EUR 500 million, which corresponds to EUR 0.90 per share. Although the authority requested does not jeopardize the Company's financial position, ECGS does not approve of the motivation provided (i.e. to counter the impacts of expected changes in the Company's capital requirements). Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 12, the (re-)election of the board of directors is proposed. In light of insufficient independent representation on the board as well as concerns over the aggregate time commitments of no less than three directors, ECGS recommends to vote OPPOSE.

Finally, under ITEM 14, the audit committee of the board of directors proposes to re-appoint Ernst & Young as the Company's statutory auditor. Although the level of non-audit fees is in accordance with its guidelines, ECGS notes that the current auditor has been in office for 17 years and there is no disclosure to suggest that the current mandate has been tendered in the past. Therefore, the current term in office of the statutory auditor is not in line with ECGS' guidelines. Accordingly, ECGS recommends to vote OPPOSE.

Sampo Oyj Series A

Co. is the parent company of a group engaged in the provision of insurance services and the marketing and sale of insurance policies such as worker's compensation insurance, personal accident insurance, motor vehicle insurance, motor third party liability insurance, fire and other property insurance; and cargo insurance.


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