Sampo Group

Annual Report 2011
Administration
Management Changes

Annual General Meeting

The Annual General Meeting of 14 April 2011 decided to distribute a dividend of EUR 1.15 per share for 2010. The record date for dividend payment was 19 April 2011 and the dividend was paid on 28 April 2011. The Annual General Meeting adopted the financial accounts for 2010 and discharged the Board of Directors and the Group CEO and President from liability for the financial year.

The AGM decided to maintain the number of Board members at eight. The following members were re-elected to the Board of Directors: Anne Brunila, Veli-Matti Mattila, Eira Palin-Lehtinen, Jukka Pekkarinen, Christoffer Taxell, Matti Vuoria and Björn Wahlroos. Adine Grate-Axén was elected as a new Board member.

At its organisational meeting, the Board elected Björn Wahlroos as Chairman and Matti Vuoria as Vice Chairman. The following members were elected to the Nomination and Compensation Committee: Veli-Matti Mattila, Eira Palin-Lehtinen, Christoffer Taxell, Matti Vuoria, and Björn Wahlroos (chairman). Adine Grate Axén, Jukka Pekkarinen and Christoffer Taxell (chairman) were elected to the Audit Committee. The Board of Directors assessed the independence of its members and concluded that all the Board members were independent of the major shareholders and all but Anne Brunila, Björn Wahlroos and Matti Vuoria were independent of the company. The Committees fulfill the Finnish Corporate Governance Code’s requirement for independence.

The Annual General Meeting decided to pay the following fees to the members of the Board of Directors until the close of the 2012 Annual General Meeting: the Chairman of the Board will be paid EUR 160,000 per year, the Vice Chairman EUR 100,000 per year and the other members EUR 80,000 per year. After deduction of taxes and similar payments, approximately 50 per cent of the Board members’ annual compensation will be paid in Sampo A shares and the rest in cash.

Ernst & Young Oy was elected as Auditor. The Auditor will be paid a fee determined by a reasonable invoice. Heikki Ilkka, APA, was nominated by Ernst & Young Oy as the principally responsible auditor.

Administration
Management Changes