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Management Incentive Schemes

On 8 June 2010 Sampo's Board approved a Compensation Code which applies to all Group companies. The Boards of these companies have adopted company-level policies based on the Code.

The Code lays down the principles for e.g. management incentives and can be viewed at www.sampo.com/compensation.

The variable compensation in Sampo Group is divided into short term and long term compensation. The short term compensation is based on annual performance whilst the long term compensation is carried out through the management incentive schemes. For the short term variable compensation systems decided after 1 January 2011, at least 50.1 per cent of significant pay-outs will be deferred for at least three years. In Sweden different national rules are applied and at least 60 per cent of pay-out for persons in risk-taking positions will be deferred.

The management incentive schemes of Sampo Group were in 2010 of two types; long-term management incentive schemes based on share appreciation rights and one share-based incentive scheme.

The outcome of the long-term management incentive schemes is determined by Sampo's share-price development over a period of approximately three years starting from the issue of the respective program. The programs are subject to thresholds on share price development and company profitability, as well as ceilings for maximum bonuses. Furthermore, the programs are subject to rules requiring part of the paid bonus to be used to acquire Sampo shares, which must in turn be held for a specified period of time.

In 2006, Sampo's Annual General Meeting decided on a share-based incentive scheme for the Executive Management belonging to the Group Executive Committee. Under the program, the participants are granted the right to receive up to a pre-determined number of Sampo shares, if Sampo's share price has outperformed a predefined threshold value and insurance margin targets have been exceeded. The reward will be paid in Sampo shares, in cash or a combination thereof. Furthermore, the programs are subject to lock-up on Sampo shares received. The scheme ended during 2010.

In 2010 EUR 10 million (0) was paid out based on the long-term management incentive schemes and EUR 4 million (2) was paid out based on the share-based incentive scheme.

The terms of all incentive schemes are available on Sampo's website at www.sampo.com/compensation.

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