Decision-making procedure concerning remuneration

The Board of Directors elects and releases the Group Executive Committee members. The Board of Directors decides, based on the proposal by the Nomination and Remuneration Committee, on the remuneration and other terms of employment or service contract of the Group Executive Committee members as well as the principles by which the Group Executive Committee members are to be compensated. The Board of Directors has authorized the Nomination and Remuneration Committee to decide on the fixed remuneration of the Group Executive Committee members, excluding the Group CEO. The Group CEO makes proposals on the remuneration of the Group Executive Committee members, excluding himself, to the Nomination and Remuneration Committee.

Forms of remuneration

The remuneration of the Group Executive Committee members is reviewed annually and is based on the Sampo Group Remuneration Principles. The remuneration includes fixed compensation, other benefits and a supplementary defined contribution or defined benefit pension contract and may also include payments from short-term incentive programs and long-term incentive schemes.

Fixed compensation

Based on the decision by the Nomination and Remuneration Committee, the fixed salary of the Group Executive Committee members, excluding the Group CEO, was on average increased by 4.75 per cent with effect from 1 January 2024. The annual salary review was conducted in December 2024 and resulted in an average increase of 7.5 per cent effective 1 January 2025.

Other benefits

Based on the employment or service contracts of the Group Executive Committee members, the other benefits may include e.g. phone benefit, lunch benefit, car benefit, and supplementary insurances.

Short-term incentives

The Sampo Group companies' Boards of Directors decide on one-year company-specific short-term incentive programs separately each year and on cash pay-outs from the programs in the following year. The Group Executive Committee members participate in a one-year short-term incentive program, where the payout is triggered by an underlying performance criterion (during 2024, insurance service result per share) and the outcome is determined on the basis of key financial and non-financial performance criteria related to Sampo Group and subsidiaries. The maximum amount that can be paid to the Group Executive Committee members from the programs corresponds to twelve months' fixed salary. In the 2025 short-term incentive program, the maximum amount will correspond to 12 months’ fixed salary. Part of the payout shall be deferred for at least three years as required in the regulatory framework applicable to each Sampo Group company.

Long-term Incentives

The Board of Directors decides on multiannual long-term incentive schemes including pay-outs and releases.

The Group Executive Committee members participate in the long-term incentive scheme 2025 for Sampo Group’s key employees. The Group Executive Committee members (excluding the Group CEO) have been allocated 491,925 performance incentive units in total, with each member receiving performance incentive units with a value equivalent to 150% of his or her annual base salary at the time of allocation. The number of performance incentive units that will vest ranges from 0- 491,925 in total and is dependent on performance criteria related to the development of the total shareholder return, operational performance, and sustainability. In addition, the performance incentive units are subject to Sampo A share price movements over the performance period. The scheme has a three-year performance period and at pay-out from the 2025 scheme, the Group Executive Committee members are obliged to purchase Sampo A shares with 50 per cent of the pay-out after deducting income tax and other comparable charges. The shares are subject to disposal restrictions for three years, after which the Board of Directors shall decide on the possible release.

The Group Executive Committee members participate in the long-term incentive scheme 2024 for Sampo Group’s key employees. The Group Executive Committee members (excluding the Group CEO) have been allocated 96,117 performance incentive units in total, with each member receiving performance incentive units with a value equivalent to 150% of his or her annual base salary at the time of allocation. The number of performance incentive units that will vest ranges from 0-96,117 in total and is dependent on performance criteria related to the development of the total shareholder return, operational performance, and sustainability. In addition, the performance incentive units are subject to Sampo A share price movements over the performance period. The scheme has a three-year performance period and at pay-out from the 2024 scheme, the Group Executive Committee members are obliged to purchase Sampo A shares with 50 per cent of the pay-out after deducting income tax and other comparable charges. The shares are subject to disposal restrictions for three years, after which the Board of Directors shall decide on the possible release.

The Group Executive Committee members participate in the long-term incentive scheme 2020:1 for Sampo Group's key employees, where the outcome is linked to the company’s total shareholder return, i.e. including both share price development and dividends paid over each instalment’s performance period and performance criteria related to the return on capital at risk (RoCaR) applicable for each instalment. The scheme is divided into three instalments of 30 per cent, 35 per cent, and 35 per cent respectively. The Group Executive Committee members have been allocated 680,000 incentive units in the 2020:1 scheme (excluding Group CEO). At pay-out from the 2020:1 scheme, the Group Executive Committee members are obliged to purchase Sampo A shares with 50 per cent of each instalment after deducting income tax and other comparable charges. The shares are subject to disposal restrictions for three years, after which the Board of Directors shall decide on the possible release.