FULLTEXT DEL 1 AV 5
Årsredovisning 2024
===== SIDA 1 ===== Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements ===== SIDA 2 ===== REPORTS FOR THE YEAR 2024 WWW.SAMPO.COM/YEAR2024 Contents Board of Directors’ Report 2024 ....................... 3 Review of the 2024 financial year ....................... 4 Outlook ......................................................................... 6 Operating environment and assumptions ... 6 Outlook for 2025 .................................................. 6 The major risks and uncertainties for the Group in the near-term ........................ 6 Dividend proposal ..................................................... 8 Operating environment ........................................... 9 Business areas ............................................................ 11 If ................................................................................. 11 Topdanmark ........................................................... 14 Hastings ................................................................... 15 Holding .................................................................... 16 Financial position ...................................................... 17 Group solvency ..................................................... 17 Financial leverage position ............................... 17 Ratings ..................................................................... 18 Other developments ................................................ 19 Public exchange offer for Topdanmark ....... 19 Proposals for the AGM 2025 ............................ 20 Sale of holding in Saxo Bank ........................... 20 Group Partial Internal Model ............................ 20 Shares, share capital and shareholders ............. 21 Shares and share capital ................................... 21 Shareholders .......................................................... 23 Holdings of the Board and Executive Management ..................................... 24 Share buyback programmes ............................ 24 Events after the end of the reporting period .. 25 Corporate Governance Statement ...................... 26 Governance in Sampo plc ................................. 26 Changes in Group structure ............................. 27 General meeting ................................................... 29 Board of Directors ............................................... 31 Board-appointed committees ......................... 37 Sampo Group CEO .............................................. 40 Sampo Group Executive Committee ............ 41 Remuneration ........................................................ 46 Personnel ................................................................ 47 Internal control in Sampo Group .................... 48 Sustainability Statement ................................... 55 General information ............................................ 56 Environmental information ............................... 71 Social information ................................................ 90 Governance information .................................... 115 Annexes ................................................................... 119 Key figures ................................................................... 134 Calculation of key figures ....................................... 137 Group’s IFRS Financial Statements ................... 140 Statement of profit and other comprehensive income ........................................... 141 Consolidated balance sheet .................................. 142 Statement of changes in equity ........................... 143 Statement of cash flows ......................................... 144 Group’s notes to the financial statements . 145 Accounting principles ........................................ 146 Segment information ......................................... 161 Result by segment for twelve months ended 31 December 2024 ................................. 162 Result by segment for twelve months ended 31 December 2023 ................................. 163 Balance sheet by segment at 31 December 2024 ............................................... 164 Balance sheet by segment at 31 December 2023 ............................................... 165 Geographical information ................................. 166 Other notes ............................................................ 167 Sampo plc’s Financial Statements ..................... 269 Sampo plc’s income statement ............................ 270 Sampo plc’s balance sheet .................................... 271 Sampo plc’s statement of cash flows ................. 272 Sampo plc’s notes to the financial statements .............................................................. 273 Summary of significant accounting policies ............................................. 274 Notes 1–5 ................................................................. 276 Notes 6–8 ................................................................ 277 Note 9 ...................................................................... 278 Notes 10-17 ............................................................. 279 Notes 18–19 ............................................................. 280 Note 20 .................................................................... 281 Approval of the Board of Directors’ Report, the Sustainability Statement and the Financial Statements ....................................... 282 Auditor’s note ............................................................. 283 Auditor’s Report ....................................................... 284 Assurance report on the Sustainability Statement (Translation of the Finnish Original) ........................................................................ 289 Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT AND FINANCIAL STATEMENTS 2024 2 This Board of Directors’ report and Financial Statements in pdf format is not an xHTML document compliant with the ESEF (European Single Electronic Format) regulation. Sampo’s ESEF Financial Statements is available at www.sampo.com/year2024. ===== SIDA 3 ===== Board of Directors’ Report 2024 Review of the 2024 financial year ..................... 4 Outlook ......................................................................... 6 Operating environment and assumptions ........ 6 Outlook for 2025 ....................................................... 6 The major risks and uncertainties for the Group in the near-term ........................................... 6 Dividend proposal .................................................... 8 Operating environment .......................................... 9 Business areas ............................................................ 11 If ....................................................................................... 11 Topdanmark ................................................................ 14 Hastings ........................................................................ 15 Holding .......................................................................... 16 Financial position ..................................................... 17 Group solvency .......................................................... 17 Financial leverage position .................................... 17 Ratings .......................................................................... 18 Other developments ............................................... 19 Public Exchange Offer for Topdanmark ........... 19 Proposals for the AGM 2025 ................................. 19 Sale of holding in Saxo Bank ................................. 20 Group Partial Internal Model ................................. 20 Shares, share capital and shareholders ........... 21 Shares and share capital ......................................... 21 Shareholders ............................................................... 23 Holdings of the Board and Executive Management ............................................................... 24 Share buyback programmes ................................. 24 Events after the end of the reporting period 25 Corporate Governance Statement ..................... 26 Governance in Sampo plc ...................................... 26 Changes in Group structure .................................. 27 General meeting ........................................................ 29 Board of Directors .................................................... 31 Board-appointed committees .............................. 37 Audit Committee .................................................. 38 Nomination and Remuneration Committee 39 Sampo Group CEO ................................................... 40 Sampo Group Executive Committee .................. 41 Remuneration ............................................................. 46 Personnel ...................................................................... 47 Internal control in Sampo Group ......................... 48 Reporting ................................................................ 48 Risk management ................................................ 49 Principles for related party transactions ..... 53 Internal audit .......................................................... 54 External auditor .................................................... 54 Sustainability Statement ....................................... 55 General information .................................................. 56 Environmental information .................................... 71 EU Taxonomy ........................................................ 71 Climate change ..................................................... 77 Resource use and circular economy ............. 87 Social information ..................................................... 90 Own workforce ..................................................... 90 Workers in the value chain ............................... 102 Consumers and end-users ................................ 107 Governance information ......................................... 115 Business conduct ................................................. 115 Annexes ........................................................................ 119 Key figures .................................................................. 134 Calculation of key figures ..................................... 137 Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 3 ===== SIDA 4 ===== Board of Directors’ Report 2024 Review of the 2024 financial year Sampo Group sustained strong top-line growth in 2024, fuelled by solid performance in the Group’s growth areas, such as the UK, personal insurance, and digital sales. Strong growth, combined with positive underlying trends, drove underwriting result growth of 13 per cent. Gross written premiums (GWP) and brokerage income increased by 12 per cent on a currency adjusted and a reported basis to EUR 9,931 million (8,870) in 2024. If enjoyed 6.7 per cent currency adjusted GWP growth, driven by high and stable retention and price actions to mitigate claims inflation. Private saw 6.5 per cent currency adjusted growth, as strong development in growth areas such as personal insurance and private property, offset slower growth in motor lines due to weak new car sales. Commercial delivered a healthy 5.6 per cent currency adjusted growth despite sluggish economic activity, while Industrial achieved 9.5 per cent currency adjusted growth, supported by rate action, increased values, and a good renewals outcome. Topdanmark reported GWP growth of 16 per cent driven by the acquisition of Oona Health, rate actions, and organic growth of 8 per cent. The Group’s UK operations had a strong year with 23 per cent GWP growth on local currency basis. The top- line growth was driven by an increase in policy count and higher average premiums. In total, the policy count increased by 12 per cent to 3.9 million at the end of 2024, driven by 8 per cent growth in motor, and 34 per cent growth in home. Policy growth in motor was supported by strong development in new products, such as telematics, bike and van insurance, as well as selective growth in the core portfolio. Claims experience was mixed in 2024 as the harsh Nordic winter in the first quarter was followed by more typical weather conditions and an elevated large claims outcome, particularly in the second and third quarter. In total, severe weather and large claims had a 3.3 percentage points negative effect on the Group combined ratio. Nevertheless, the Group combined ratio improved to 84.3 per cent (84.6), and combined with strong top-line growth, led to a 13 per cent increase in the underwriting result on a currency adjusted basis and on a reported basis, reaching EUR 1,316 million (1,164). Underlying margin development remained positive throughout the year with the Group underlying combined ratio improving by 1.5 percentage points. The improvement was driven by particularly strong performance in the UK, while the Nordics also experienced a steady positive trend. If reported an undiscounted adjusted risk ratio improvement of 0.3 percentage points year-on-year, supported by disciplined underwriting and rate actions to cover Nordic claims inflation, which stood at around 4 per cent at the end of 2024. Further, If improved its cost ratio by 0.3 percentages points, slightly ahead of the 0.2 percentage points annual ambition. In the UK, motor prices were in a downtrend towards the end of the year, while loss costs continued to benefit from favourable claims frequency trends. The net financial result amounted to EUR 636 million (560). Net investment income declined to EUR 888 million (1,006), following weaker market performance in the fourth quarter than in the prior year, which benefited from exceptionally favourable market conditions. The Group fixed income running yield was 3.9 per cent, while the mark-to-market yield amounted to 4.2 per cent at the end of 2024. Insurance finance income or expense (IFIE) amounted to EUR -252 million (-446), including a negative effect from unwind of discounting of EUR -238 million (-248). Changes in discount rates had a negative effect of EUR -25 million (-160) on IFIE. Profit before taxes was EUR 1,559 million (1,481), including non-recurring costs of around EUR 150 million related to the Topdanmark integration. Excluding this, profit before taxes would have been EUR 1,709 million. Operating EPS grew 13 per cent to EUR 2.33 (2.07) driven by increased underwriting profit. Sampo targets more than 7 per cent operating EPS growth on average over 2024–2026. The Group Solvency II ratio, net of the proposed dividend, amounted to 177 per cent at the end of 2024, down from 182 per cent at the end of 2023. Financial leverage stood at 26.9 per cent at the end of 2024, up from 25.3 per cent at the end of 2023. Sampo targets a solvency ratio of 150–190 per cent and a financial leverage of below 30 per cent. On 6 February 2025, Sampo plc’s Board of Directors proposed a regular dividend of EUR 1.70 per share for Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 4 ===== SIDA 5 ===== 2024 to the Annual General Meeting to be held on 23 April 2025. This represents growth of 6 per cent from the prior year regular dividend of EUR 1.60 per share. On 5 February 2025, the Board resolved upon a share split so that 4 new shares will be issued for each existing share. Adjusted for the share split, the proposed regular dividend is EUR 0.34 per share. On 17 June 2024, Sampo announced that Sampo and Topdanmark have entered into a combination agreement, pursuant to which Sampo will make a recommended best and final public exchange offer to acquire Topdanmark. The acquisition was successfully completed in October 2024. The new Sampo shares were listed on Nasdaq Copenhagen and the trading commenced on 18 September 2024. The exchange offer is summarised in section Other developments. To reduce the dilution effect from the Topdanmark exchange offer, Sampo allocated EUR 800 million to share buybacks and the squeeze-out of Topdanmark minority shares. As a result, EUR 475 million were used to buybacks and EUR 325 for the squeeze-out. In total, Sampo repurchased and cancelled 11,747,690 of its own A shares in 2024. In its outlook for 2025, Sampo expects the deliver insurance revenue of EUR 8.7 - 9.0 billion, representing growth of 4 - 7 per cent, and an underwriting result of EUR 1,350 - 1,450 million, implying an increase of 3 - 10 per cent. The outlook is consistent with Sampo’s financial targets of achieving a combined ratio below 85 per cent annually and operating EPS growth of more than 7 per cent on average over 2024-2026. Key figures Sampo Group, 2024 EURm 1–12/2024 1–12/2023 Change, % Profit before taxes 1,559 1,481 5 If 1,256 1,358 -8 Topdanmark 137 162 -15 Hastings 193 129 49 Holding -29 -160 — Net profit for the equity holders 1,154 1,323 -13 Operating result 1,193 1,046 14 Underwriting result 1,316 1,164 13 Change, % Earnings per share (EUR) 2.25 2.62 -14 Operating EPS (EUR) 2.33 2.07 13 Return on equity own funds, % 29.5 24.7 — Net profit for the equity holders and earnings per share for 2023 include result from life operations. Financial targets Sampo Group, 2024-2026 Target 2024 Operating EPS growth: over 7% (period average) 13% Group combined ratio: below 85% 84.3 % Solvency ratio: 150-190% 177 % Financial leverage: below 30% 26.9 % Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 5 ===== SIDA 6 ===== Outlook Operating environment and assumptions The acquisition of Topdanmark in 2024 completed Sampo’s transition into a fully integrated P&C insurance group. Sampo has an attractive operational footprint as the leader in the consolidated Nordic P&C insurance market, and a leading operator in the growing digital UK P&C insurance market, positioning the Group to deliver both stability and growth. Competitive dynamics remain rational across the Group’s areas of operation going into 2025, while demand for P&C insurance is stable despite limited economic growth. Sampo expects claims cost to continue to grow above the long-term trend over the year, driven by factors including rising repair costs for new cars and continued wage and service inflation. At Group level, underlying claims cost is expected to see a mid-single digit per cent increase in 2025, and the Group remains firmly committed to conservatively reflecting this in its pricing. The strategic and operational investments made by Sampo over recent years have substantially strengthened its competitive position. The Group has unique digital capabilities across distribution, pricing, underwriting and claims handling that enable it to deliver superior service and efficiency. Further, the integration of Topdanmark into the Group is expected to enable financial benefits through the delivery of scale benefits and synergies. Outlook for 2025 The outlook for Sampo Group’s 2025 financial performance is: • Group insurance revenue: EUR 8.7–9.0 billion, representing growth of 4–7 per cent year-on-year. • Group underwriting result: EUR 1,350–1,450 million, representing growth of 3–10 per cent year-on-year. The outlook for 2025 is consistent with Sampo’s 2024– 2026 financial targets of delivering a combined ratio below 85 per cent annually and Operating EPS growth of more than 7 per cent annually on average. The outlook is subject to uncertainty related to occurrence and estimation of the cost of P&C claims, investment performance, foreign exchange rates and competitive dynamics. Revenue forecasts, in particular, are subject to competitive conditions, which may change rapidly in some areas, such as the UK motor insurance market. The revenue and underwriting profit figures in the outlook are based on 31 December 2024 currency exchange rates. A full explanation of the alternative performance metrics used in the Outlook can be found in the section Calculation of key figures. The major risks and uncertainties for the Group in the near-term In its current day-to-day business activities Sampo Group is exposed to various risks and uncertainties, mainly through its major business units. Major risks affecting the Group companies’ profitability and its variation are market, credit, insurance, and operational risks. At the Group level, sources of risks are the same, although they are not directly additive due to the effects of diversification. Uncertainties in the form of major unforeseen events may have an immediate impact on the Group’s profitability. The identification of unforeseen events is easier than the estimation of their probabilities, timing, and potential outcomes. Macroeconomic and financial market developments affect Sampo Group primarily through the market risk exposures it carries via its insurance company investment portfolios and insurance liabilities. Over time, adverse macroeconomic effects could also have an impact on Sampo’s operational business, for example, by reducing economic growth or increasing claims costs. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 6 ===== SIDA 7 ===== Inflation continued to fall in 2024 with euro-area headline inflation being already close to the central bank target. However, the fall in inflation has largely come from lower goods inflation and a decline in energy prices. Whereas the fall in goods inflation has been supported by supply-chain normalisation, it may rise if trade restrictions increase import prices, and energy prices continue to be vulnerable to geopolitical events. Furthermore, rapid wage growth has kept services inflation high and could continue to keep price pressures elevated unless labour markets loosen as currently expected. This creates uncertainty on whether central banks will be willing to cut interest rates as swiftly as expected. This may lead to both a significant slowdown in economic growth and a deterioration in the debt service capacity of businesses, households and governments, raising the risk of abrupt asset repricing in financial markets. Furthermore, the potential escalation of wars in Ukraine and the Middle East represent a major economic risk. Combined with historically high equity market valuations in the US in particular, these developments are currently causing significant uncertainties in economic and capital market development. At the same time, rapidly evolving hybrid threats create new challenges for states and businesses. There are also a number of widely identified macroeconomic, political, and other sources of uncertainty which can, in various ways, affect the financial services industry in a negative manner. Sampo Group’s insurance exposures in Russia or Ukraine are limited to certain Nordic industrial line clients, with coverage subject to war exclusions. On the asset side, Sampo has no material direct investments in Russia or Ukraine. Given the limited direct exposure, the biggest risk from the war in Ukraine to Sampo relates to the second order capital markets and macroeconomic effects outlined above. Other sources of uncertainty are unforeseen structural changes in the business environment, and already identified trends and potential wide-impact events. These external drivers may have a long-term impact on how Sampo Group’s business will be conducted. Examples of identified trends are demographic changes, climate change, and technological developments in areas such as artificial intelligence and digitalisation, including threats posed by cybercrime. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 7 ===== SIDA 8 ===== Dividend proposal Sampo plc’s dividend policy is to pay a stable and sustainable regular dividend that grows in line with Sampo Group’s operating result over time. In addition to this, excess capital is returned through share buybacks and/or extra dividends, to the extent that it is not utilised to support business development. Pursuant to Sampo plc’s dividend policy applicable to the distribution of 2024 earnings, total annual dividends paid shall represent at least 70 per cent of Sampo Group’s operating result for the year. The Group’s operating result for the financial year 2024 amounted to EUR 1,193 million. The parent company’s distributable capital and reserves totalled EUR 7,851 million, of which profit for the financial year 2024 was EUR 1,863 million. Based on the policies outlined above, the Board proposes to the Annual General Meeting that a total dividend of EUR 1.70 per share be paid, except for any shares held by Sampo plc on the dividend record date of 25 April 2025. However, if the share issue without consideration in proportion to shares owned by shareholders (share split), as announced by Sampo plc on 5 February 2025, is successfully carried out and effected after the date of this proposal but prior to the dividend record date, the proposed total dividend shall instead be EUR 0.34 per share, except for any shares held by Sampo plc on the dividend record date of 25 April 2025. The Board proposal to the Annual General Meeting corresponds to a total dividend of EUR 915 million in the aggregate, equating to a payout ratio of 77 per cent of the Group’s operating result for the financial year 2024. The remainder of the distributable funds are left in the company’s equity capital. After adjusting for the proposed dividend, the parent company’s 2024 year- end distributable funds amounted to approximately EUR 6,936 million and Group Solvency II ratio to 177 per cent. The Group’s 2024 year-end financial leverage was 26.9 per cent. Dividend payment The dividend is proposed to be paid to the shareholders registered in the company’s shareholders register maintained by Euroclear Finland Oy, as at the record date of 25 April 2025. The Board proposes that the dividends be paid on 6 May 2025. The issuer of the Swedish depository receipts shall ensure that the dividend is paid to the depository receipt holders registered in the securities depository and settlement register maintained by Euroclear Sweden AB, as at the record date of 25 April 2025, with payment made in Swedish Krona. The dividend payment for shares registered in the form of share entitlements book-entered in VP Securities A/S in Denmark, as at the record date of 25 April 2025 will be administered by VP Securities A/S subsequent to receipt of the dividend by Euroclear Finland. Financial position No significant changes have taken place in the company's financial position since the end of the financial year. The company's liquidity position is good and, in the view of the Board, the proposed distributions do not jeopardise the company's ability to fulfil its obligations. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 8 ===== SIDA 9 ===== Operating environment Nordic countries During the year, the Nordic P&C industry experienced further consolidation, which, combined with new ambitious financial targets among major players, is expected to strengthen existing financial discipline. The four largest players now account for approximately 80– 90 per cent of the markets in Norway, Finland, and Sweden, respectively. In Denmark, the top four insurers control nearly 70 per cent of the market. Several insurers are also established in more than one Nordic country. In 2024, Nordic claims inflation stabilised from the elevated levels of recent years. Although inflation generally declined across the Nordics, there were some local and segment variations in claims inflation. In the property segment, claims inflation remained moderate, while motor claims inflation stabilised at a somewhat elevated level, partly due to pressure from weak currencies. For If P&C, claims inflation slowed to around 4 per cent toward the end of the year. Throughout the year, price increases aimed at mitigating claims inflation persisted, with some players reporting significant hikes in areas where rate adequacy had previously been insufficient. The private market experienced intense competition, while price increases continued to be generally accepted by customers. In the corporate market, larger players focused on select growth areas, with the SME segment being a key priority for several. The competitive landscape in the large corporate segment was impacted by the withdrawal of certain local competitors, which limited the effect of rate increases on retention. Over recent years, substantial rate increases have been implemented, driving significant profitability improvements in the segment. The renewal outcome in both the corporate and large corporate segments at the start of 2025 appears favourable so far with continued rate increases generally observed throughout the market. Historically, the Nordic P&C market has achieved higher and more stable retention levels than other European P&C markets with retention rates ranging between 85 and 90 per cent. Despite ongoing premium increases throughout the year, the demand for insurance remained broadly stable, and retention rates in 2024 continued to be strong. In the first quarter of 2024, the Nordic countries experienced a more extreme winter season than usual. The increase in weather-related claims was primarily driven by prolonged cold weather, heavy snowfall, storms, and freeze-thaw cycles with high precipitation, impacting both the motor and property segments. For the remainder of the year, weather conditions were relatively benign in the Nordics, with some localised storms and instances of heavy rainfall. The trend of modest new car sales continued in 2024, with a 5 per cent decline compared to the previous year. In Sweden, new car registrations in 2024 reached the lowest level in ten years, driven by the economic downturn, high interest rates, and the government's announced policies, which did not fully stimulate demand. Among the four Nordic countries, only Norway saw growth in new car sales during the year. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 9 ===== SIDA 10 ===== United Kingdom The UK motor claims environment has been broadly positive during 2024 with both reduced frequencies and a lower rate of inflation than the previous year. Claims cost inflation, whilst remaining elevated compared to historical average trends, has continued to reduce from the peak seen in early 2023. Claims frequency reductions have been seen across most heads of damage, that is accidental damage, third party property damage, and bodily injury. This development is partially due to driving behaviour and favourable weather conditions in both first and fourth quarter. As result, premiums in the competitive UK market have softened during 2024, as insurers pass on the benefits of these claims dynamics to consumers. Price comparison websites (‘PCW’), Hastings’ primary distribution channel, remain by far the largest sales channel for UK car and home insurance customers. Whilst consumer switching rates are now slowing in line with falling market prices, the overall size of the PCW market has continued to grow, with Hastings as a beneficiary given our business model. Government and regulatory activity has continued across a range of topics. A government taskforce has been created with the intention of tackling the causes of rising motor insurance prices seen in previous periods, and the FCA continues to be active across many fronts. Hastings is supportive of efforts to address the causes of high claims costs, including tackling fraud, so that customers can benefit from lower prices. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 10 ===== SIDA 11 ===== Business areas If If P&C is the leading property and casualty insurer in the Nordic region, where it offers solutions in all major lines of business through its four business areas; Private, Commercial, Industrial and Baltic. If P&C’s business model is based on high customer satisfaction, best in class underwriting and leveraging the scale benefits that its unified Nordic model offers. Excellent digital sales and service capabilities are a core part of If’s strategy, particularly in the Private and SME Commercial market segments. Underwriting performance If reported an insurance service result of EUR 890 million (842) and a combined ratio of 83.1 per cent (83.1) in 2024. The underlying margin trend remained positive with an undiscounted adjusted risk ratio improvement of 0.3 percentage points and a cost ratio reduction of 0.3 percentage points year-on-year. Although the fourth quarter was affected by some elevated large claims and severe weather claims, the impact was less pronounced than during the same period last year. Premium development If reported GWP of EUR 5,860 million (5,468) in 2024. Excluding currency effects, premiums grew by 6.7 per cent year-on-year. Growth was robust across business areas and countries, and driven primarily by re-pricing, increased values, and stable retention levels. Currency adjusted GWP growth in 2024 in Private was 6.5 per cent driven mainly by price increases covering claims inflation. The positive GWP development during the year was supported by 12 per cent growth in personal insurance, and 6 per cent growth in Private property insurance. Growth in the Private motor products was dampened by low new car sales volumes and stood at 5 per cent. Geographically, all countries contributed to growth with the Norwegian business being particularly strong. Results If, 2024 EURm 2024 2023 Change, % Gross written premiums 5,860 5,468 7 Insurance revenue, net 5,258 4,996 5 Claims incurred, net -3,267 -3,093 6 Operating expenses and claims handling costs -1,101 -1,061 4 Insurance service result / underwriting result 890 842 6 Net investment income 652 871 -25 Insurance finance income or expense, net -188 -331 -43 Net financial result 464 539 -14 Other items -98 -24 315 Profit before taxes 1,256 1,358 -8 Key figures EURm 2024 2023 Change Combined ratio, % 83.1 83.1 -0.1 Cost ratio, % 20.9 21.2 -0.3 Risk ratio, % 62.1 61.9 0.2 Large claims 1.7 1.3 0.4 Severe weather 2.6 3.4 -0.8 Risk adjustment and other technical effects, current year % 1.3 1.2 0.1 Prior year development, % -5.1 -5.3 0.2 Adjusted risk ratio, current year, % 61.5 61.3 0.2 Discounting effect, current year, % -2.8 -3.4 0.5 Undiscounted adjusted risk ratio, current year, % 64.4 64.7 -0.3 Loss ratio, % 67.6 67.6 0.0 Expense ratio, % 15.5 15.6 -0.1 All the key figures in the table above are calculated on a net basis. Key ratios are based on SEK figures. Large claims measured against budget but severe weather claims are reported in full; negative figures indicate a positive outcome. Severe weather includes natural catastrophes. Negative figures for prior year development indicate positive reserve run-off. The discounting effect represents the impact of discounting of current year claims reserves on the risk ratio. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 11 ===== SIDA 12 ===== In 2024, new car sales remained weak with numbers down by 5 per cent year-on-year for the Nordics and 7 per cent for If’s largest market, Sweden. Excluding the Swedish mobility business, currency adjusted GWP growth in 2024 was 7.6 per cent in Private and 7.2 per cent for If P&C. Despite rate increases during the year, Private retention rate was stable at 89 per cent. The development of digital services and digital engagement in the Private business area remained strong in 2024, following consistent investments in this area over many years. Digital sales increased by 10 per cent during the year, and online claims continued to increase and stood at 64 per cent (61) at the end of the year. Currency adjusted GWP growth in Commercial for 2024 was 5.6 per cent. The positive development was supported by successful renewals, continuous rate increases in line with claims inflation, and strong retention. Throughout the year, the SME segment grew by more than 5 percent, with growth accelerating towards the end of the year. In 2024, digital sales in Commercial increased by 24 per cent year-on-year. Strong momentum in online sales and accelerated expansion of the digital offering with increased usage of self-service solutions contributed to the positive development. Industrial reported GWP growth of 9.5 per cent on a currency adjusted basis in 2024 mainly driven by rate actions, increased values, and a good renewals outcome. Industrial continued to reduce exposures to specific large property risks to ensure lower large claims volatility. The Baltic business delivered currency adjusted GWP growth of 4.8 per cent in 2024. The development was driven by repricing initiatives but impacted by rising competition in the second half of the year. Combined ratio development If reported combined ratios of 83.1 per cent (83.1) for the year 2024. After a favourable large claims outcome in the first quarter of the year, the subsequent quarters saw adverse large claims development in both Industrial and Commercial. Large claims in the year were mainly driven by large property claims and had a 1.7 percentage points negative effect on the combined ratio. During the year, severe weather events had a negative impact of 2.6 percentage points on the combined ratio. The first quarter of the year was the most severely affected due to an unusually harsh Nordic winter and Storm Ingunn. If’s large claims outcome is reported as a deviation against budget, while severe weather and natural catastrophe effects are disclosed in full. Prior year gains in the year stood at 5.1 per cent (5.3) and the risk adjustment and other technical effects had an impact of 1.3 percentage points (1.2). The discounting effect reduced to 2.8 per cent (3.4) for the full year as a result of lower discount rates. In total, the risk ratio deteriorated by 0.2 percentage points year-on-year to 62.1 per cent (61.9) in 2024. The undiscounted adjusted risk ratio improved by 0.3 percentage points year-on-year. The 2024 cost ratio improved to 20.9 per cent (21.2), which is in line with If P&C’s target for 2024–2026 of a ~20 basis point yearly cost ratio reduction. Education and development costs are included in the cost ratio. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 12 ===== SIDA 13 ===== Combined ratio, % Risk ratio, % 2024 2023 Change, % 2024 2023 Change, % Private 82.2 83.1 -0.9 61.5 62.1 -0.6 Commercial 83.6 81.9 1.7 61.9 60.0 1.9 Industrial 88.7 87.3 1.5 69.2 68.3 0.9 Baltic 86.0 85.9 0.0 60.2 59.8 0.4 Sweden 81.2 83.2 -2.0 61.0 63.8 -2.8 Norway 79.9 87.2 -7.3 60.3 66.8 -6.5 Finland 81.0 75.7 5.3 59.2 53.5 5.7 Denmark 108.3 88.4 19.9 83.2 62.9 20.3 Net financial result For 2024, If’s net financial result fell to EUR 464 million (539), as the prior year benefited from exceptionally favourable conditions in the fourth quarter, but the mark- to-market return on investments remained at a respectable 6.0 per cent (8.3). At the end of December, the fixed income running yield was 4.3 per cent (4.2). However, as a result of increased fixed income instruments’ market values, the mark- to-market yield decreased to 4.1 per cent from 4.9 per cent at the end of 2023. In 2024, the unwind of discounting amounted to EUR -169 million (-180) and changes in discount rates had an impact of EUR -15 million (-136). Profit before taxes In total, If reported profit before taxes of EUR 1,256 million (1,358) for 2024, representing a decrease of 8 per cent year-on-year. The profit before taxes was supported by improved underwriting profit and a strong investment result, but offset by lower net investment income and non-recurring costs of EUR 76 million related to the Topdanmark integration that were booked to the fourth quarter. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 13 ===== SIDA 14 ===== Topdanmark Topdanmark is one of the largest P&C insurance companies in Denmark. It focuses on the private, agricultural, and SME markets. In 2024, Sampo acquired the remaining minority interest in Topdanmark, thereby becoming its sole owner. Topdanmark delivered GWP of EUR 1,553 million (1,339) in 2024, representing an increase of 16 per cent year-on-year driven by the acquisition of Oona Health and organic GWP growth of 8 per cent. The organic growth was driven by rate increases across all major product areas, positive net customer inflow, and specific rate adjustments on workers’ compensation effective from 1 July 2024 following the implementation of new legislation affecting the calculation of awarded compensations. The organic GWP growth rate trended positively over the year, rising to 8 in the third quarter and 11 in the fourth quarter as several actors on the Danish P&C insurance market increased prices to reflect higher claims costs. The combined ratio improved to 84.2 per cent (85.0), largely as a result of weather and large claims falling back into line with expected levels, following an adverse outcome in the prior year. The underlying claims trend deteriorated for the full year, but turned slightly positive in the fourth quarter as rate increases caught up with elevated motor claims inflation, while motor claims frequency stabilised, albeit at a high level. The insurance service result increased to EUR 233 million (194) driven by the strong growth and an improved combined ratio. Topdanmark’s net financial result more than doubled to EUR 60 million (27), mainly as a result of mark-to-market effects on liabilities. The 2024 result was affected by several one-off charges, including EUR 73 million for the integration with If and EUR 15 million of other transaction costs related to the acquisition of Topdanmark minority interests by Sampo in October (further details available in Other developments). Consequently, profit before taxes declined to EUR 137 million (162) despite the strong development in the insurance service and net financial results. Results Topdanmark, 2024 EURm 2024 2023 Change, % Gross written premiums 1,553 1,339 16 Insurance revenue, net 1,470 1,288 14 Claims incurred and claims handling costs, net -970 -862 13 Operating expenses -267 -233 15 Insurance service result / underwriting result 233 194 20 Net investment income 93 107 -13 Insurance finance income or expense, net -33 -79 -59 Net financial result 60 27 120 Other items -155 -59 163 Profit before taxes 137 162 -15 Key figures 2024 2023 Change Combined ratio, % 84.2 85.0 -0.8 Loss ratio, % 66.0 66.9 -0.9 Expense ratio, % 18.1 18.1 0.1 All the key figures in the table above are calculated on a net basis. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 14 ===== SIDA 15 ===== Hastings Hastings is one of the leading digital P&C insurance providers in the UK, serving nearly 4 million car, van, bike, and home insurance customers, with a strong focus on price comparison distribution, pricing and anti-fraud sophistication and digital customer service. Results Hastings, 2024 EURm 2024 2023 Change, % Gross written premiums 2,161 1,706 27 Brokerage revenue 404 357 13 Insurance revenue, net (incl. brokerage) 1,659 1,251 33 Claims incurred and claims handling costs, net -938 -714 31 Operating expenses -532 -409 30 Underwriting result 190 128 49 Net investment income 72 79 -8 Insurance finance income or expense, net -31 -35 -11 Net financial result 41 44 -6 Other items -39 -42 -7 Profit before taxes 193 129 49 Key figures 2024 2023 Change Operating ratio, % 88.5 89.8 -1.2 Live customer policies (millions) 3.9 3.5 0.4 All key figures in the table above are calculated on a net basis. Hastings’ gross written premiums for 2024 increased by 23 per cent year-on-year on a constant currency basis to EUR 2,161 million (1,706), reflecting higher earned premiums from rate increases implemented mainly during 2023, alongside increases in live customer policies (‘LCP’). Total LCP increased to 3.9 million, up 12 per cent year-on- year, largely due to new business competitiveness. Motor LCP increased by 8 per cent year-on-year, whilst home LCP grew by 34 per cent year-on-year. During the year, Hastings has observed a moderate slow-down in overall claims inflation, from around the 12 per cent level seen during 2023, to the high single digit range. Claims frequencies in 2024 tracked below historically observed levels, reflecting specific underwriting and claims actions taken by Hastings, alongside favourable weather conditions and other market wide trends. The underwriting result increased by 49 per cent to EUR 190 million (128) in 2024, reflecting a stronger loss ratio of 61.6 per cent (63.3). Operating expenses increased in line with revenue growth, driven by higher acquisition expenses related to new business volume growth and by sustained investment into digital capabilities and customer servicing initiatives. As such Hastings’ operating ratio for the period improved to 88.5 per cent (89.8). The net financial result decreased slightly to EUR 41 million (44), as a result of both lower interest rates and more modest rate changes that reduced both net investment income and the offsetting unwind of discount on insurance claim liabilities. As a result of the higher underwriting result, Hastings’ profit before taxes increased 49 per cent to EUR 193 million (129). Included within other items is EUR 47 million (41) of non-operational amortisation related to intangible assets identified on acquisition of the Hastings Group by Sampo plc in 2020, without which profit before taxes would have been EUR 239 million (171). Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 15 ===== SIDA 16 ===== Holding Sampo plc is the parent company of Sampo Group and responsible for the Group’s strategy and capital management activities. In addition to the Group’s insurance subsidiaries, a small number of direct investments are held in the holding company. Results Holding, 2024 EURm 2024 2023 Change, % Net investment income 78 -37 — Other income 2 1 124 Other expenses -43 -57 24 Finance expenses -66 -66 1 Profit before taxes -29 -160 82 Holding segment’s profit before taxes for 2024 was EUR -29 million (-160). Net investment income increased to EUR 78 million (-37), largely due to stable interest yields. The holding company’s investment portfolio includes short-term money market investments and short-term bonds, as well as Sampo’s financial investments Nexi and NOBA. The prior year saw mark-to-market losses on holding company’s financial investments. The holding in Saxo Bank was sold to Mandatum at EUR 302 million on a transaction finalised in May 2024. Further details on the transaction are available in Other developments. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 16 ===== SIDA 17 ===== Financial position Group solvency Sampo Group’s Solvency II ratio, net of proposed dividend of EUR 1.70 per share, amounted to 177 per cent (182) at the end of 2024, based on own funds of EUR 5,368 million (5,849) and solvency capital requirement of EUR 3,040 million (3,217). The decrease in own funds was driven by the capital deployment of EUR 800 million into buybacks and squeeze-out in connection with the Topdanmark exchange offer. Also, the restructuring charge of approximately EUR 150 million related to the Topdanmark integration had a negative effect on own funds. The decrease in solvency capital requirement, on the other hand, was driven by the adoption of the Group Partial Internal Model in solvency calculation as of 30 June 2024. Sampo targets a Solvency II ratio of 150–190 per cent. Financial leverage position Sampo Group’s financial leverage is calculated as Group financial debt divided by the sum of IFRS shareholders’ equity and financial debt. The Group targets financial leverage of below 30 per cent. The Group’s shareholders’ equity amounted to EUR 7,059 million (7,687) and financial debt to EUR 2,596 million (2,604) at the end of 2024, translating into a financial leverage of 26.9 per cent, up from 25.3 per cent at the end of 2023. The increase from the prior year was driven mainly by capital deployment of EUR 800 million into buybacks and squeeze-out in connection with the Topdanmark exchange offer. Financial debt remained broadly unchanged during 2024. More information on Sampo Group’s outstanding debt issues is available at www.sampo.com/debtfinancing. Financial debt Sampo Group, 31 December 2024 EURm Sampo plc If Topdanmark Hastings Eliminations Group total Sub/hybrid 1,491 131 147 0 -127 1,642 Senior bonds 954 0 0 0 0 954 Total 2,445 131 147 0 -127 2,596 Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 17 ===== SIDA 18 ===== Ratings Relevant ratings for Sampo Group companies on 31 December 2024 are presented in the table below. Rated company Moody’s Standard & Poor’s Rating Outlook Rating Outlook Sampo plc – Issuer Credit Rating A2 Stable A Stable If P&C Insurance Ltd – Insurance Financial Strength Rating Aa3 Stable AA- Stable If P&C Insurance Holding Ltd (publ) - Issuer Credit Rating - - A Stable On 25 April 2024, Moody’s upgraded Sampo plc’s Issuer Credit Rating to A2 with stable outlook and If P&C Insurance Ltd’s Insurance Financial Strength Rating to Aa3 with a stable outlook. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 18 ===== SIDA 19 ===== Other developments Public exchange offer for Topdanmark On 17 June 2024, Sampo announced that Sampo and Topdanmark have entered into a combination agreement, based on which Sampo made a recommended best and final public exchange offer to acquire all of the outstanding shares in Topdanmark not already owned by Sampo. Under the terms of the offer, Topdanmark shareholders received 1.25 newly issued Sampo A shares in exchange for each share held in Topdanmark. On 8 July 2024, Sampo announced that all necessary regulatory approvals had been obtained for the exchange offer. Sampo’s Extraordinary General Meeting (EGM), held on 9 July 2024, authorised the Board to resolve on a share issue to acquire Topdanmark shares. The offer period began on 9 August 2024 and expired on 9 September 2024. Based on the final result announced on 16 September 2024, Sampo received acceptances representing approximately 92.6 per cent of the entire share capital and total number of voting rights in Topdanmark, excluding Topdanmark’s treasury shares. Based on the final result, the Board resolved to issue 48,198,710 new Sampo A shares to Topdanmark non- controlling shareholders, based on the authorisation received from Sampo EGM. The subscription price for the new A shares was EUR 41.50 per share. The price was determined based on the closing price for the new A shares on Nasdaq Helsinki, at the last full trading day prior to the Sampo Board resolving upon the directed issuance of shares. The new Sampo shares were listed on Nasdaq Copenhagen and the trading commenced on 18 September 2024. The Topdanmark share was delisted from public trading on Nasdaq Copenhagen on 18 October 2024. On 20 September 2024, Sampo commenced a compulsory acquisition of the 6,613,865 Topdanmark shares held by the remaining minority shareholders of Topdanmark, in accordance with the Danish Companies Act and the VP rule book. The compulsory acquisition was completed on 25 October 2024, Topdanmark thus becoming wholly-owned by Sampo plc. The total acquisition cost of the minority shares amounted to EUR 325 million. The price per Topdanmark share offered in both the exchange offer and the compulsory acquisition of the minority shares was DKK 366.38, corresponding to 1.25 times the Sampo closing share price of EUR 39.29 on Nasdaq Helsinki on 14 June 2024. The price thereby reflected the valuation of the Topdanmark shares (including the premium of 27 per cent) indicated in the announcement published on 17 June 2024. The total annual pre-tax run-rate cost and revenue synergies are expected to amount to approximately EUR 95 million, and expected to drive EPS accretion of approximately 6 per cent, based on 2025 consensus earnings expectations. Additional potential net savings from lower one-off IT investments related to Topdanmark’s ongoing digital transformation (not included in run-rate synergies), may also be possible. The realisation of synergies is expected to be phased in until 2028, and one-off integration costs are estimated at approximately EUR 150 million and expected to be incurred upfront. Sampo will begin reporting on the delivery of synergies from the first quarter of 2025. As an internal transaction, Sampo plc sold its Topdanmark shares to If P&C Insurance Holding Ltd on 1 November 2024. The sales price of EUR 4,659 million, equivalent to approximately DKK 34.7 billion, was paid in full by way of a loan agreement and a shareholder’s contribution between Sampo and If P&C Insurance Holding Ltd. Further information on the Topdanmark transaction is available in Appendix 28 Acquisition of Topdanmark’s non-controlling interest and at www.sampo.com/ topdanmark. Proposals to the AGM of 2025 On 9 December 2024, the Nomination and Remuneration Committee of Sampo plc’s Board of Directors made its proposals for number, members and remuneration of the Board of Directors. The Nomination and Remuneration Committee proposes to the AGM, to be held on 23 April 2025, that the number of Board members is decreased by one and that eight members be elected to the Board. The Committee proposes that the current members of the Board Christian Clausen, Steve Langan, Risto Murto, Antti Mäkinen, Markus Rauramo, Astrid Stange and Annica Witschard be re-elected for a term continuing until the close of the next AGM. Of the current members, Georg Ehrnrooth and Jannica Fagerholm are not available for re-election. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 19 ===== SIDA 20 ===== The Committee proposes that Sara Mella be elected as a new member to the Board. Sara Mella brings with her more than three decades of banking experience, and she has worked as the Head of Personal Banking and as a member of Nordea’s Group Leadership Team since 2019. The Committee proposes that the Board members elect Antti Mäkinen from among its number as the Chair of the Board and Risto Murto as the Vice Chair. The Nomination and Remuneration Committee proposes that the following annual fees be paid until the close of the next AGM: – EUR 243,000 for the Chair of the Board (prev. EUR 235,000); – EUR 140,000 for the Vice Chair of the Board (prev. EUR 135,000); – EUR 108,000 for each member of the Board (prev. EUR 104,000); – EUR 30,000 for the Chair of the Audit Committee as an additional annual fee (prev. EUR 29,000); – EUR 6,800 for each member of the Audit Committee as an additional annual fee (prev. EUR 6,600). 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. 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. The proposals and the CV of Sara Mella are available at www.sampo.com/boardproposals. Sale of holding in Saxo Bank On 13 May 2024, Sampo completed the sale of its 19.8 per cent stake in Saxo Bank to Mandatum, as agreed in connection with the partial demerger completed in 2023. The transaction price was EUR 302 million, representing the price agreed in the demerger adjusted for dividends received. Mandatum opted to settle the transaction in cash rather than to utilise the vendor loan of EUR 280 million offered by Sampo. Group Partial Internal Model On 2 May 2024, Sampo received approval for its Group Partial Internal Model (PIM) from the Swedish FSA (Finansinspektionen). Sampo adopted the Group PIM in its solvency calculation as of 30 June 2024. The Group PIM recognises the risk profile of Sampo’s P&C operations better than the Standard Formula and has reduced the group-level solvency capital requirement (SCR) by EUR 0.3 billion. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 20 ===== SIDA 21 ===== Shares, share capital and shareholders Shares and share capital At the end of 2024, Sampo’s total share count stood at 538,247,772 shares, which were divided into 538,047,772 A shares and 200,000 B shares. The total number of votes attached to the shares was 539,047,772. Each A share entitles the holder to one vote and each B share entitles the holder to five votes at the General Meeting of Shareholders. During 2024, the share count increased by 36.5 million shares, driven by new shares issued in connection with the Topdanmark exchange offer, but partly offset by share buybacks. In September 2024, Sampo issued 48,198,710 new Sampo A shares to Topdanmark shareholders. The new shares represented approximately 8.76 per cent of all Sampo shares and approximately 8.75 per cent of the votes conferred by all Sampo shares immediately following the completion of the share issue. In December 2024, Sampo cancelled 11,747,690 of its own A shares that were repurchased under the buyback programme launched in June 2024. At the end of 2024, Sampo plc’s share capital amounted to EUR 98 million (98) and the Group’s equity capital in total to EUR 7,059 million (7,687). Sampo A shares have been listed on Nasdaq Helsinki since 1988 and on Nasdaq Copenhagen since September 2024. All of the Sampo B shares are held by Kaleva Mutual Insurance Company. B shares can be converted into A shares at the request of the holder. Sampo’s Swedish Depositary Receipts (SDR) have been traded on Nasdaq Stockholm since 2022. Helsinki-listed A shares can be converted into SDRs and vice versa. Approximately 2.7 million SDRs were issued at the end of 2024. Shareholders by the number of shares held Sampo plc, 31 December 2024 Number of shares Shareholders, number Share- holders, % Shares, number Shares, % Voting rights, number Voting rights, % 1–100 103,735 53.07 4,352,451 0.81 4,352,451 0.81 101–500 62,590 32.02 15,168,210 2.82 15,168,210 2.81 501–1,000 14,104 7.21 10,499,131 1.95 10,499,131 1.95 1,001–5,000 12,664 6.48 26,503,938 4.92 26,503,938 4.92 5,001–10,000 1,377 0.70 9,615,851 1.79 9,615,851 1.78 10,001–50,000 823 0.42 16,042,890 2.98 16,042,890 2.98 50,001–100,000 90 0.05 6,578,084 1.22 6,578,084 1.22 100,001–500,000 65 0.03 12,465,633 2.32 12,465,633 2.31 500,001– 34 0.02 437,021,584 81.19 437,821,584 81.22 Total 195,482 100 538,247,772 100 539,047,772 100 of which nominee registered 11 346,421,982 64.36 346,421,982 64.27 Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 21 ===== SIDA 22 ===== Share price performance Sampo plc, 2020–2024 Share price performance adjusted for the partial demerger in 2023. Monthly trading volume Sampo plc, 2020–2024 Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 22 ===== SIDA 23 ===== Shareholders The number of Sampo’s Finnish-registered shareholders decreased during 2024 by 11,510 shareholders to 195,482, as at 31 December 2024. The holdings of nominee and foreign shareholders increased to 64.5 per cent (60.3) of the shares, driven by the Topdanmark exchange offer. Sampo did not hold any own shares at the end of 2024. In 2024, Sampo received one (1) flagging notification of change in holding pursuant to Chapter 9, Section 5 of the Securities Markets Act, according to which the total number of Sampo A shares or related voting rights owned by BlackRock, Inc. and its funds directly or through financial instruments is above 5 per cent of Sampo’s total shares and voting rights. The reason for the notification by BlackRock, Inc. was the Group restructure following the acquisition of Global Infrastructure Management LLC (“GIP”) on 1 October 2024. The latest notifications are available at www.sampo.com/flaggings. Shareholders by sector Sampo plc (A and B shares), 31 December 2024 Sector Number of shares % Corporations 18,244,564 3.39 Financial institutions and insurance corporations 15,284,027 2.84 Public institutions 71,919,043 13.36 Non-profit institutions 12,612,212 2.34 Households 72,817,450 13.53 Foreign ownership and nominee registered 347,370,476 64.54 Total 538,247,772 100 Shareholders Sampo plc, the largest shareholders registered in Finland, 31 December 2024 A and B shares Number of shares % of share capital % of votes Solidium Oy 33,278,580 6.18 6.17 Varma Mutual Pension Insurance Company 22,248,420 4.13 4.13 Ilmarinen Mutual Pension Insurance Company 6,941,083 1.29 1.29 Oy Lival AB 4,220,000 0.78 0.78 Elo Mutual Pension Insurance Company 4,010,000 0.75 0.74 The State Pension Fund 2,900,000 0.54 0.54 OP Life Assurance Company Ltd 1,527,291 0.28 0.28 Svenska litteratursällskapet i Finland r.f. 1,454,150 0.27 0.27 Nordea Nordic Fund 1,270,000 0.24 0.24 Nordea Pro Finland Fund 1,174,415 0.22 0.22 OMX Helsinki 25 Exchange Traded Fund 1,114,925 0.21 0.21 Keva 1,009,300 0.19 0.19 Samfundet folkhälsan i Svenska Finland rf 864,065 0.16 0.16 Nordea Life Assurance Finland Ltd. 830,243 0.15 0.15 OP-Finland Fund 812,251 0.15 0.15 Evli Finland Select Fund 750,000 0.14 0.14 OP Finland Index Fund 743,623 0.14 0.14 Nordea Suomi 719,984 0.13 0.13 Kaleva Mutual Insurance Company 670,430 0.12 0.12 Sigrid Jusélius Foundation 664,150 0.12 0.12 Foreign and nominee registered total 347,370,476 64.54 64.44 Other total 103,674,386 19.26 19.23 Total 538,247,772 100 100 Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 23 ===== SIDA 24 ===== Holdings of the Board and Executive Management The Board’s holdings of Sampo A shares and Group Executive Committee’s holdings of Sampo A shares are presented in the Corporate Governance Statement section. At the end of 2024, members of Sampo plc’s Board of Directors and their close family members owned either directly or indirectly 200,039 (197,429) Sampo A shares. Their combined holdings constituted 0.04 per cent (0.04) of shares and related votes. Members of the Group Executive Committee and their close family members owned either directly or indirectly 235,053 (227,321) Sampo A shares representing 0.04 per cent (0.04) of shares and related votes. Share buyback programmes In 2024, Sampo repurchased and cancelled 11,747,690 of its own A shares, corresponding to 2.1 per cent of the total share count. To reduce the dilution effect from the public exchange offer for Topdanmark announced in June 2024, Sampo allocated EUR 800 million to share buybacks and the squeeze-out of Topdanmark minority shares, as announced on 17 June 2024. As the first step of this capital deployment, Sampo launched a buyback programme of EUR 400 million, which started on 18 June 2024. Following the announcement of the result of the exchange offer on 16 September 2024, the programme was increased to EUR 475 million and extended to end no later than 30 November 2024 from the original end date of 31 October 2024, as the total acquisition cost the Topdanmark minority shares amounted to EUR 325 million. The programme was completed on 29 November 2024. The average purchase price was EUR 40.43 per share. All repurchased shares were cancelled on 10 December 2024. Further details on the company’s share buyback programmes are available at www.sampo.com/sharebuyback. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 24 ===== SIDA 25 ===== Events after the end of the reporting period Share split On 5 February 2025, the Board of Directors of Sampo plc resolved on a share split by way of a share issue without consideration in proportion to shares owned by shareholders. In the share split, Sampo issued four (4) new A shares for each existing A share and four (4) new B shares for each existing B share to shareholders in proportion to their existing holdings on the record day of the share issuance on 12 February 2025. In total, 2,152,191,088 new Sampo A shares and 800,000 new Sampo B shares were issued. Following the registration of the new shares, Sampo’s total share count amounts to 2,691,238,860 shares. The resolution was based on the authorisation granted by Annual General Meeting held on 25 April 2024. The share split does not require any action from shareholders nor holders of Swedish depository receipts. Further information is available at www.sampo.com/sharesplit. Composition of the Sampo Group Executive Committee Peter Hermann, the CEO Topdanmark and Deputy CEO of If P&C, has notified Sampo that he plans to pursue opportunities outside the Group and that he will therefore not join the Sampo Group Executive Committee, as previously indicated. Mr Hermann will continue as the CEO of Topdanmark until the planned merger of Topdanmark and If P&C Insurance Ltd (publ) is completed in the summer of 2025. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 25 ===== SIDA 26 ===== Corporate Governance Statement This Corporate Governance Statement, as provided by Chapter 7 Section 7 of the Finnish Securities Market Act (746/2012), has been prepared in accordance with the Finnish Corporate Governance Code 2025 issued by the Securities Market Association on 19 December 2024, which became effective from 1 January 2025 (the “CG Code”). This statement is presented as part of the Board of Directors’ Report. Governance in Sampo plc Sampo plc complies with applicable legislation as well as the Helsinki, Stockholm, and Copenhagen stock exchange rules to issuers of shares. In addition, Sampo plc complies, in full, with the CG Code.1 The CG Code can be viewed in full on the website of the Finnish Securities Market Association at www.cgfinland.fi. Sampo’s governance is based on a clear division of duties between general meetings, the Board of Directors, and the executive management. The articles of association define the general principles of division of powers between the key corporate organs. Sampo plc’s governance structure 1 Sampo plc complies with the CG Code of its domicile and therefore deviates in certain aspects from the Swedish Corporate Governance Code (Svensk kod för bolagsstyrning, the “Swedish Code”) and the Danish Recommendation on Corporate Governance (Anbefalinger for god Selskabsledelse, the “Danish Code”). Applying the Swedish Code or Danish Code could lead to contradictions due to differences between Finnish and Swedish or Danish legislation, corporate governance codes, and corporate governance practices. The main deviations from the Swedish Code relate to not having a nomination committee comprised of members appointed by the company’s owners and to the handling of certain tasks which under the Swedish Code would belong to the nomination committee. The Swedish Code issued by the Swedish Corporate Governance Board (Kollegiet för svensk bolagsstyrning) is available at www.corporategovernanceboard.se. The main deviations from the Danish Code relate to the possibility for shareholders to follow general meetings through digital transmission, as well as guidelines related to take-over bids and tax practices. Sampo plc’s Board of Directors does not include employee representatives and the members of the Board are elected in a bundle. However, the Board of If Group does include employee representatives. In addition, Sampo deviates from the Danish Code in certain aspects of executive remuneration. The Danish Code issued by the Danish Committee on Corporate Governance (Komitéen for god Selskabsledelse) is available at https://corporategovernance.dk/recommendations-corporate-governance. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 26 ===== SIDA 27 ===== Changes in Group structure On 17 June 2024, Sampo announced that Sampo and Topdanmark A/S have entered into a combination agreement, pursuant to which Sampo will make a recommended best and final public exchange offer to acquire all of the outstanding shares in Topdanmark not already owned by Sampo. The Board of Directors of Topdanmark unanimously recommended Topdanmark shareholders to accept the offer. As a result of the offer, Sampo held approximately 92.6 per cent of the shares in Topdanmark (excluding treasury shares) and initiated a compulsory acquisition of the Topdanmark shares held by the remaining minority shareholders. Following completion of the offer in late 2024, Sampo began the planned integration of Topdanmark’s P&C operations into If’s pan-Nordic business organisation. Sampo Group structure 31 December 2024 Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 27 ===== SIDA 28 ===== Sampo Group organisation 31 December 2024 Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 28 ===== SIDA 29 ===== General meeting The highest decision-making body of Sampo plc is the general meeting, where the shareholders participate in the supervision and control of the company by using their right to speak and vote. The Finnish Companies Act and Sampo plc’s articles of association determine the issues that have to be dealt with at a general meeting (competence of a general meeting). Customarily, a general meeting deals with, in addition to issues determined by law and the articles of association, the issues presented by the Board of Directors. Furthermore, according to the Finnish Companies Act, a shareholder has the right to require a certain issue to be dealt with at a general meeting, providing the issue falls within the scope of competence of a general meeting. The Board of Directors convenes a general meeting by publishing a notice of the meeting on Sampo plc’s website at least three weeks before the general meeting and no later than nine days before the record date of the general meeting. The notice of a general meeting shall also be published by a stock exchange release. Annual General Meeting The AGM must be held within six months of the end of the financial year on a date specified by the Board of Directors. The AGM shall discuss matters assigned to it in accordance with the articles of association and any other business referred to in the notice of the meeting. The notice and other documents of the AGM, including the proposals of the Board of Directors and its Committees, as well as the Financial Statements, the Board of Directors’ Report and the Remuneration Report for Governing Bodies, will be made available on Sampo plc’s website at least three weeks before the AGM. In 2024, Sampo plc’s AGM was held on 25 April at the Helsinki Expo and Convention Centre and a total of 3,188 shareholders representing 320,218,518 shares and 321,018,518 votes were represented at the meeting. The Annual General Meeting decided to distribute a dividend of EUR 1.80 per share for 2023. The record date for the dividend payment was 29 April 2024 and the dividend was paid to Sampo shareholders on 7 May 2024 and to Sampo SDR holders on 10 May 2024. The Annual General Meeting adopted the financial accounts for 2023 and discharged the Board of Directors and the CEO from liability for the financial year. The AGM accepted Sampo plc’s Remuneration Report for Governing Bodies. The resolution was advisory. The minutes of the Annual General Meeting are available for viewing at www.sampo.com/agm and at Sampo plc's head office at Fabianinkatu 27, Helsinki, Finland. Main duties of the AGM ►Receives and accepts the Financial Statements. ►Receives the Auditor’s Report. ►Resolves on the measures occasioned by the profit shown in the accepted Financial Statements. ►Releases the members of the Board of Directors and the Managing Director from liability. ►Resolves on the number and fees of the members of the Board of Directors. ►Resolves on the fees of the Auditor. ►Elects the members of the Board of Directors and the Auditor. ►Deals with any other business on the agenda, proposed by either a shareholder or the Board of Directors. ►Provides advisory resolutions on the Remuneration Policy for Governing Bodies and on the acceptance of the Remuneration Report. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 29 ===== SIDA 30 ===== The AGM of 2024 also authorised the Board of Directors to resolve to repurchase a maximum of 50,000,000 Sampo plc’s A shares and to resolve upon a share issue without payment (share split) to all shareholders in proportion to their holdings so that a maximum of five new A shares would be issued for each current A share and a maximum of five new B shares would be issued for each current B share. The Board of Directors did not resolve upon a share issue without payment during 2024. All resolutions of the AGM of 2024 were made without separate voting. Extraordinary general meeting An Extraordinary General Meeting (the “EGM”) is convened when considered necessary by the Board of Directors. The Auditor, or shareholders together holding a minimum of one tenth of all the shares in the company may request in writing that an EGM shall be convened to discuss a specified matter raised by them. In 2024, Sampo plc’s EGM was held on 9 July at the Helsinki Hall of Culture and a total of 2,923 shareholders representing 319,844,802 shares and 320,644,802 votes were represented at the meeting. The Board of Directors convened the EGM to authorise the Board of Directors to resolve upon the issuance of shares in connection with Sampo’s recommended best and final public exchange offer to the shareholders of Topdanmark A/S, as announced on 17 June 2024. The EGM of 2024 authorised the Board of Directors to resolve on a share issue of up to maximum of 57,468,782 new Sampo A shares which corresponded to approximately 11.5 per cent of all Sampo A shares on the date of the EGM notice in deviation from the shareholders’ rights (directed share issue). Attending a shareholders’ meeting By attending shareholders’ meetings shareholders may, either personally or through representatives, exercise their voting rights, request information, and participate in the decision-making process of Sampo plc. At a shareholders’ meeting, each Sampo plc A share carries one vote, while each Sampo plc B share carries five votes. Shares and shareholders As at 31 December 2024, the total number of Sampo plc’s shares, including both 538,047,772 A shares and 200,000 B shares, equalled to 538,247,772 shares. Each A share entitles its holder to one vote and each B share to five votes at a shareholders’ meeting. The total number of votes attached to the shares was 539,247,772. Sampo plc’s articles of association define two different classes of shares in the company and determine that each A share entitles its holder to one vote and each B share entitles its holder to five votes at a general meeting. All of Sampo plc’s B shares are owned by a shareholder independent from the company. Based on Sampo plc’s articles of association, each B share can be converted into an A share at the request of the holder of the B share. Moreover, subject to the Finnish Companies Act, the general meeting may resolve upon a directed acquisition of own shares, decide on the amendment of the articles of association to the effect that share classes are combined, or otherwise reduce share class rights only provided such a proposal is supported by at least two thirds of the votes and shares, per share class, represented at the meeting. Thus, the authority to decide on the combination of Sampo plc’s share classes does not rest with the company. As at 31 December 2024, a total number of 195,482 Finnish registered shareholders held 191,825,790 shares representing approximately 35.7 per cent of all shares. In addition, 11 nominee registers held 346,421,982 shares representing approximately 64.3 per cent of all shares. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 30 ===== SIDA 31 ===== Board of Directors Sampo plc’s Board of Directors, elected annually by the AGM, uses the highest decision-making power in Sampo Group between the AGMs. Sampo plc’s Board of Directors is responsible for the management of the company in compliance with applicable laws, authority regulations, Sampo plc’s articles of association, and the decisions of the shareholders’ meetings. Board of Directors’ duties The working principles and main duties of the Board of Directors have been defined in the Board’s charter. To ensure the proper running of operations, Sampo plc’s Board of Directors has approved internal rules concerning general corporate governance, risk management, remuneration, compliance, internal control, and reporting in Sampo Group. Main duties of the Board of Directors ►Receives group-wide reporting. ►Supervises • the due organisation of functions and operations • the financial reporting systems, including the Sustainability Statement, and the efficiency of internal audit and risk management • related party transactions • the independence of and non-audit services provided by the Auditor • the adequacy and effectiveness of the governance, risk management, and internal control processes related to the Group Internal Model. ►Resolves on • the strategy and other major strategic or far- reaching decisions of Sampo Group • convening of the AGM • group-wide and Sampo plc level principles and policies including the Code of Conduct and the Group Internal Audit policies • the minimum requirements of capitalisation and the proposal on profit distribution • group level remuneration matters • significant changes to the Group Internal ►Prepares • consolidated financial statements • proposals for the AGM. ►Appoints, discharges/removes, and decides on the Group CEO’s, Group Executive Committee members’, and the Group Chief Audit Executive’s terms of service and financial benefits within the framework of the valid Remuneration Policy. ►Discusses the annual performance evaluation of the Board of Directors. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 31 ===== SIDA 32 ===== Election and term of office of Board members According to Sampo plc’s articles of association, the company’s Board of Directors comprises no fewer than three and no more than ten members elected by shareholders at the AGM. The term of office of the Board members ends at the close of the next AGM following their election. The members of the Board elect a chair and vice chair from among its members at their first Board meeting following the AGM. Diversity of the Board Sampo plc’s Board Diversity Policy which was adopted in November 2024 aims to ensure that Sampo’s Board of Directors embodies a well-balanced mix of knowledge, skills, diversity, and experience, fully in line with Sampo Group’s values and Code of Conduct. Board members are to have professional experience and education relevant and appropriate to Sampo’s scale and scope, including financial expertise, industry knowledge, international experience, risk management, strategic planning, and governance and leadership skills. Diversity is key, with consideration given to at least age, gender, geographical provenance, and educational and professional background. Further, each Board member is expected to be able to devote a sufficient time to the Board’s work and the Board as a whole shall fulfil independence recommendations of the CG Code. More information on the skills and experience of the Board is available on Sampo’s website. To promote gender balance, both genders shall always be represented on the Board, with a target that women and men both shall be represented by at least 40 per cent of the members of the Board. However, some deviations may be applied if deemed reasonable due to the number of Board members: Number of Board Members Minimum number of both genders on the Board 3-4 1 5-6 2 7-8 3 The number of the Directors and the composition of the Board shall be such that they enable the Board of Directors to see to its duties efficiently. During the past ten years, Sampo plc’s Board of Directors has, on average, reached its target for gender diversity and the Board continues its endeavours to reach the new minimum share of at least 40 per cent of the total number of members for both genders. In 2024, the target for each gender represented in the Board of Directors was 37.5 per cent. As at 31 December 2024, the share of women in Sampo plc’s Board of Directors was 33 per cent and the share of men was 67 per cent. Regardless of a well prepared and performed executive search process, the proposed Board composition did not fulfil the target according to which each gender shall be represented by at least 37.5 per cent of the members of the Board. This is attributable to the limited number of suitable and available candidates. The Board remains committed to reaching its target of having both genders represented on the Board and will continue its endeavours to reach the target when proposing candidates for Board membership in the future. Board members As proposed by the Nomination and Remuneration Committee, the number of Board members remained unchanged at nine members at the AGM of 2024. Christian Clausen, Georg Ehrnrooth, Jannica Fagerholm, Steve Langan, Risto Murto, Antti Mäkinen, Markus Rauramo, and Annica Witschard were re- elected to the Board. In addition, Astrid Stange was elected as a new member to the Board. The members of the Board were elected for a term continuing until the close of the next AGM. All 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. The following persons served on Sampo plc’s Board of Directors in 2024: Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 32 ===== SIDA 33 ===== Antti Mäkinen Chair of the Board Male, born 1961, LL.M. Finnish citizen Chair of the Board since 17 May 2023. Also served as a member of the Board of Directors of Sampo plc in 2018–2021. Jannica Fagerholm Vice Chair of the Board Managing Director, Signe and Ane Gyllenberg Foundation Female, born 1961, M.Sc. (Econ.) Finnish citizen Positions of trust Mandatum plc, Vice Chair Solidium Oy, Board Member Kesko Corporation, Board Member Swedish Society of Literature in Finland, Board Member Kelonia (Private Equity holding company), Board Member Member of the Board of Directors of Sampo plc since 18 April 2013 and Vice Chair of the Board since 9 April 2019. Christian Clausen Member of the Board Chair for the Nordics, BlackRock Male, born 1955, M.Sc. (Econ.), MBA Danish citizen Positions of trust BW Group, Board Member Member of the Board of Directors of Sampo plc since 21 April 2016. Information as at 31 December 2024. The CVs of members of the Board of Directors can be viewed at www.sampo.com/board. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 33 ===== SIDA 34 ===== Georg Ehrnrooth Member of the Board Male, born 1966, Studies in agriculture and forestry Finnish citizen Positions of trust eQ Oyj, Chair of the Board Byggmästare Anders J Ahlström Holding AB (publ), Board Member Fennogens Investments S.A., Board Member Topsin Investments S.A., Board Member Geveles Ab, Chair of the Board Neptunia Invest AB, Board Member Louise and Göran Ehrnrooth Foundation, Chair of the Board Anders Wall Foundation, Board Member Paavo Nurmi Foundation, Board Member Member of the Board of Directors of Sampo plc since 2 June 2020. Steve Langan Member of the Board Male, born 1960, Master of Arts, Medieval and Economic History British citizen Positions of trust The Kenneth Armitage Foundation, Chair Hepworth Wakefield, Chair of the Board Member of the Board of Directors of Sampo plc since 18 May 2022. Risto Murto Member of the Board CEO and President, Varma Mutual Pension Insurance Company Male, born 1963, Ph.D. (Econ.) Finnish citizen Positions of trust Nordea Bank Abp, Board Member Securities Market Association, Chair of the Board e2 Research, Chair of the Board The Finnish Cultural Foundation, Member of the Supervisory Board The Finnish Pension Alliance TELA, Chair of the Board Finnish National Opera and Ballet, Member of the Supervisory Board Member of the Board of Directors of Sampo plc since 16 April 2015. Information as at 31 December 2024. The CVs of members of the Board of Directors can be viewed at www.sampo.com/board. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 34 ===== SIDA 35 ===== Markus Rauramo Member of the Board CEO, Fortum Corporation Male, born 1968, M.Soc.Sc. Finnish citizen Positions of trust Eurelectric, Vice President Member of the Board of Directors of Sampo plc since 19 May 2021. Fiona Clutterbuck Member of the Board Born 1958, LLB (Hons) British citizen Member of the Board of Directors of Sampo plc 9 April 2019 - 25 April 2024 Astrid Stange Member of the Board CEO, ELEMENT Insurance AG Female, born 1965, Doctorate in Economics German citizen Positions of trust Moody's Investors Service, Independent Director of the EU/UK Supervisory Boards Atos SE, Independent Director of the Board of Directors Lufthansa Group, Member of the Supervisory Board Member of the Board of Directors of Sampo plc since 25 April 2024. Annica Witschard Member of the Board Female, born 1973, M.Sc. (Business & Economics) Swedish citizen Positions of trust Viaplay Group, Board Member Member of the Board of Directors of Sampo plc since 17 May 2023. Information as at 31 December 2024. The CVs of members of the Board of Directors can be viewed at www.sampo.com/board. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 35 ===== SIDA 36 ===== When elected, all current Board members were independent of the company. Furthermore, all Board members were independent of the company’s major shareholders. The Board convened fifteen times in 2024. The meeting attendance of Sampo plc’s current Board members in Board meetings from 1 January–31 December 2024 is presented in the below table: Attendance (%) Meetings attended Antti Mäkinen (Chair of the Board) 100 14/14 Jannica Fagerholm 100 14/14 Christian Clausen 100 14/14 Fiona Clutterbuck (member until 25 April 2024) 100 4/4 Georg Ehrnrooth 100 14/14 Steve Langan 92.86 13/14 Risto Murto 100 14/14 Markus Rauramo 100 14/14 Astrid Stange (member since 25 April 2024) 90 9/10 Annica Witschard 92.86 13/14 Shares and share-based rights held by the Board members On 31 December 2024, the members of the Board of Directors owned, directly or through legal entities controlled by them, Sampo plc’s A shares as follows: Shares owned by the Board of Directors Sampo plc, 31 December 2024 and 31 December 2023 Board of Directors 31 Dec 2024 31 Dec 2023 Antti Mäkinen 8,550 7,010 Jannica Fagerholm 8,751 8,751 Christian Clausen 38,479 38,479 Fiona Clutterbuck1 3,678 Georg Ehrnrooth 130,345 129,532 Steve Langan 2,330 1,498 Risto Murto 5,869 5,169 Markus Rauramo 3,101 2,407 Astrid Stange2 889 — Annica Witschard 1,725 905 Total 200,039 197,429 Board of Directors ownership of shares, % 0.04 0.04 Board of Directors share of votes, % 0.04 0.04 1 Member of the Board of Directors member until 25 April 2024 2 Member of the Board of Directors since 25 April, 2024 The Board members did not have holdings in any Sampo plc share-based rights. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 36 ===== SIDA 37 ===== The AGM decided to pay the following annual fees to the members of the Board of Directors until the close of the 2025 AGM: • EUR 235,000 for the Chair of the Board • EUR 135,000 for the Vice Chair of the Board • EUR 104,000 for each member of the Board • EUR 29,000 for the Chair of the Audit Committee as an additional annual fee • EUR 6,600 for each Audit Committee member as an additional annual fee A Board member shall, in accordance with the resolution of the AGM, acquire Sampo plc A shares at the price paid in public trading for 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 pay any possible transfer tax related to the acquisition of the company shares. Board-appointed committees The Board may establish committees, executive committees, and other permanent or temporary bodies to deal with tasks prescribed by it. The Board confirms the charters of the committees of Sampo plc’s Board and the Group Executive Committee, and also the guidelines and authorisations given to other bodies established by the Board. The Board has an Audit Committee and a Nomination and Remuneration Committee, whose members it appoints from among its members in accordance with the charters of the respective committees. In accordance with the Charter of Sampo plc’s Audit Committee, matters related to risk management belong under the scope of matters handled by Sampo plc’s Audit Committee. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 37 ===== SIDA 38 ===== Audit Committee According to its charter, the Audit Committee comprises at least three members elected from among those Board members who do not hold executive positions in Sampo plc and are independent of the company and of which at least one is independent of Sampo plc’s significant shareholders. The responsible Auditor, Group CEO, Group CFO, Group Chief Audit Executive, and Group Chief Risk Officer also participate in the meetings of the Committee. In 2024, the chair of the Audit Committee was Jannica Fagerholm, and the other members were Fiona Clutterbuck, Georg Ehrnrooth, Steve Langan, and Annica Witschard until 25 April 2024 and Steve Langan, Markus Rauramo, Astrid Stange, and Annica Witschard thereafter. As at 31 December 2024, the share of women in Sampo plc’s Audit Committee was 60 per cent and the share of men was 40 per cent. The Audit Committee convened four times in 2024. The meeting attendance of Sampo plc’s current Audit Committee members in Committee meetings from 1 January–31 December 2024 is presented in the following table: Attendance (%) Meetings attended Jannica Fagerholm (Chair of the Committee) 100 4/4 Fiona Clutterbuck (member until 25 April 2024) 100 1/1 Georg Ehrnrooth (member until 25 April 2024) 100 1/1 Steve Langan 100 4/4 Markus Rauramo (member since 25 April 2024) 100 3/3 Astrid Stange (member since 25 April 2024) 67 2/3 Annica Witschard 100 4/4 Main duties of the Audit Committee ►Supervises and assesses • Group financial and supervisory reporting processes • the accuracy of Group financial statements • statutory and external audit, the independence of the auditor, auditor’s reporting, and purchases of non-audit services • the capitalisation, profitability, and liquidity of Group companies and the Group itself • the effective operation of the risk management system • preparation of and compliance with risk management policies and other related guidelines • the actions and processes of Sampo Group’s compliance functions, significant litigations, and compliance with laws and regulations • communications with authorities • the company’s tax position and tax risks • the adequacy and effectiveness of the governance, risk management, and internal control processes related to the Group Internal Model ►Monitors and evaluates • the preparation of non-financial reporting (Sustainability Statement) • the internal audit’s reporting and approves of the internal audit action plan and strategy • the effectiveness and efficiency of Sampo Group’s internal audit function • the effectiveness of internal control and other elements of the system of governance • related party transactions and reporting processes related thereto • the Group’s risks, risk management processes, and the quality and scope of risk management • processes and risks regarding IT privacy and security • compliance with risk management principles and other guidelines. ►Prepares proposals to the AGM concerning the auditor’s election and its fees. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 38 ===== SIDA 39 ===== Nomination and Remuneration Committee According to the Board Diversity Policy, Sampo plc’s Nomination and Remuneration Committee shall identify, review and recommend candidates for the Board. The Nomination and Remuneration Committee shall take the following factors into consideration, including such other factors as the Board may determine: (I) Regulatory requirements for the members of the Board (II) Overall Board composition, taking into consideration the appropriate combination of professional experience, skills, knowledge, and variety of viewpoints and backgrounds (III) Allocation and sufficiency of time (IV) Other criteria (e.g. with respect to new directors, the integrity, judgment, and available time and with respect to current directors, their past performance). At the AGM, the Nomination and Remuneration Committee gives an account of how it has conducted its work and explains its proposals. According to its charter, the Nomination and Remuneration Committee comprises the chair of the Board (who acts as the committee’s chair) and two to three members elected from among the members of the Board. In 2024 the chair of the Nomination and Remuneration Committee was Antti Mäkinen, and the other members were Christian Clausen, Risto Murto, and Markus Rauramo until 25 April 2024 and Christian Clausen, Georg Ehrnrooth, and Risto Murto since 25 April 2024. As at 31 December 2024, the share of men in the Nomination and Remuneration Committee was 100 per cent. The Committee convened seven times in 2024. The meeting attendance of Sampo plc’s Nomination and Remuneration Committee members in Committee meetings from 1 January–31 December 2024 is presented in the below table: Attendance (%) Meetings attended Antti Mäkinen (Chair of the Committee) 100 6/6 Christian Clausen 83 5/6 Georg Ehrnrooth (member since 25 April 2024) 100 4/4 Risto Murto 100 6/6 Markus Rauramo (member until 25 April 2024) 100 2/2 Main duties of the Nomination and Remuneration Committee ►Monitors the implementation of the Group remuneration in general. ►Evaluates the appropriateness of the remuneration of the executive directors and their remuneration structure. ►Prepares and presents proposals to the AGM on the composition of the Board of Directors and the remuneration of its members as well as on the Remuneration Policy for Governing Bodies. ►Prepares and presents proposals to the Board of Directors pertaining to • the evaluation of independence of Board members, composition and chair of Board committees, and the Board Diversity Policy • succession planning of the Board of Directors and top management positions in Sampo Group • the appointment of the Group CEO, the Group Chief Audit Executive, and members of the Group Executive Committee, including their fitness and propriety assessments • the remuneration and terms of employment of the members of the GEC as well as the actual payments to be made to the GEC members • the launch of Sampo Group’s long-term incentive schemes based on financial instruments of Sampo plc and the maximum pay-outs based on short-term programmes and long-term incentive schemes • Sampo Group Remuneration Principles and Sampo Remuneration Policy for Personnel. ►Prepares the annual performance evaluation of the Board of Directors. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 39 ===== SIDA 40 ===== Sampo Group CEO Sampo plc has a managing director who is simultaneously the Group CEO of Sampo Group. The Board of Directors elects and releases the Group CEO and decides on the terms of service and other remuneration. The Group CEO is in charge of the daily management of Sampo plc, subject to the instructions and control of the Board of Directors. The Group CEO is empowered to take extraordinary and broad ranging actions, taking into account the scope and nature of Sampo plc’s operations, only upon authorisation by the Board of Directors. The Group CEO ensures the legal compliance of Sampo plc’s accounting and the trustworthy organisation of asset management. Mr. Torbjörn Magnusson, licentiate of engineering, is the managing director of the company and the Group CEO. His Group CEO contract is in force until further notice. The Group CEO contract may be terminated by the company with a notice period of 12 months, for which period the Group CEO is entitled to receive salary. In addition, Magnusson is, due to the terms applied in his previous position in Sampo Group as the CEO of If P&C Insurance Holding Ltd, entitled to a severance compensation corresponding to a maximum of 24 months’ fixed salary, should i) Sampo plc terminate his service contract or ii) the Group CEO terminate the contract based on either material breach of the contract from the company’s part, or based on material changes in the Group CEO’s responsibilities due to significant changes in Sampo Group structure or ownership. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 40 ===== SIDA 41 ===== Sampo Group Executive Committee The Board of Directors has appointed the Sampo Group Executive Committee to support the Group CEO in the preparation of strategic issues relating to the Group, in the handling of operating matters that are significant or involve questions of principle, and in ensuring a good internal flow of information. The Group Executive Committee addresses especially the following matters: Sampo Group’s strategy, profit development, large purchases and projects, the Group’s structure and organisation, as well as key strategic issues pertaining to administration and personnel. In 2024, the Group Executive Committee convened 13 times at the invitation of the Group CEO. As at 31 December 2024, the share of women in the Group Executive Committee was 14 per cent and the share of men was 86 per cent. The following persons served on the Group Executive Committee in 2024: Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 41 ===== SIDA 42 ===== Torbjörn Magnusson Group CEO, Sampo Group Male, born 1963, Licentiate of Engineering Swedish citizen Positions of trust Hastings Group, Board Member If P&C Insurance Holding Ltd, Chair of the Board Member of Sampo Group Executive Committee since 2004. Knut Arne Alsaker Group CFO, Sampo Group Male, born 1973, M.Sc. (Econ.) Norwegian citizen Positions of trust Topdanmark Forsikring A/S, Board Member Hastings Group, Board Member If P&C Insurance Holding Ltd, Board Member Member of Sampo Group Executive Committee since 2014. Ingrid Janbu Holthe Head of BA Private, If P&C Insurance Holding Ltd (publ) Female, born 1982, M.Sc. (Econ.), CEMS MIM Norwegian citizen Positions of trust Finance Norway (Finans Norge), Member of the Executive Committee of P&C Insurance Member of Sampo Group Executive Committee since 2019. Information as at 31 December 2024. The CVs of members of the Group Executive Committee can be viewed at www.sampo.com/management. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 42 ===== SIDA 43 ===== Klas Svensson Head of Business Area Commercial , If P&C Insurance Holding Ltd (publ) Male, born 1985, MBA Swedish citizen Member of Sampo Group Executive Committee since 2024. Ville Talasmäki Group CIO, Sampo Group Male, born 1975, M.Sc. (Econ.) Finnish citizen Positions of trust Topdanmark Forsikring A/S, Board Member Finance Finland, Board Member Varma Mutual Pension Insurance Company, Deputy Board Member If P&C Insurance Holding Ltd, Board Member If P&C Insurance Ltd, Board Member Member of Sampo Group Executive Committee since 2023. Morten Thorsrud President & CEO, If P&C Insurance Holding Ltd Male, born 1971, M.Sc. (Econ.) Norwegian citizen Positions of trust Topdanmark Forsikring A/S, Deputy Chair of the Board Hastings Group, Board Member Euronext, Member of the Supervisory Board Finance Norway (Finans Norge), Member of the Executive Committee Member of Sampo Group Executive Committee since 2006. Information as at 31 December 2024. The CVs of members of the Group Executive Committee can be viewed at www.sampo.com/management. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 43 ===== SIDA 44 ===== Ricard Wennerklint Chief of Strategy, Sampo Group Male, born 1969, Executive Education, Advanced Management Programme Swedish citizen Positions of trust Topdanmark Forsikring A/S, Chair of the Board Hastings Group, Chair of the Board NOBA Bank Group AB (publ) (former Nordax Bank AB (publ)), Chair of the Board If P&C Insurance Holding Ltd, Board Member Member of Sampo Group Executive Committee since 2005. Information as at 31 December 2024. The CVs of members of the Group Executive Committee can be viewed at www.sampo.com/management. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 44 ===== SIDA 45 ===== Shares and share-based rights held by the Group CEO and the members of the Executive Committee On 31 December 2024, the Group CEO and other members of the Executive Committee owned, directly or through legal entities controlled by them, Sampo plc’s A shares as follows: Shares owned by the Group Executive Committee Sampo plc, 31 December 2024 and 31 December 2023 Group Executive Committee 31 Dec 2024 31 Dec 2023 Torbjörn Magnusson 48,355 46,268 Knut Arne Alsaker 49,449 43,412 Ingrid Janbu Holthe 10,867 5,588 Klas Svensson 4,761 0 Ville Talasmäki 20,449 17,801 Morten Thorsrud 73,570 65,788 Ricard Wennerklint 27,602 48,464 Total 235,053 227,321 Group Executive Committee's ownership of shares, % 0.04 0.04 Group Executive Committee's share of votes, % 0.04 0.04 The Group CEO and the other members of the Executive Committee did not have holdings in any Sampo plc share-based rights. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 45 ===== SIDA 46 ===== Remuneration The Board of Directors has established the Sampo Group Remuneration Principles, which apply to all Sampo Group companies. The Remuneration Principles describe the remuneration structure and the principles for setting up remuneration systems in Sampo Group. The Remuneration Principles may apply to the Group CEO, insofar as they do not conflict with Sampo plc’s Remuneration Policy for Governing Bodies. The core of the Remuneration Principles is that all remuneration systems in Sampo Group shall safeguard the long-term financial stability and value creation of Sampo Group and shall comply with regulatory and ethical standards. They shall also be aligned with the risk management framework and thus be designed in parallel with the risk management principles and practices. Remuneration mechanisms shall encourage and stimulate employees to consistently do their best and exceed their targets. Remuneration packages shall be designed to reward fairly for prudent and successful performance. At the same time, however, in order to safeguard the interest of other stakeholders, compensation mechanisms shall not generate conflicts of interest and shall not entice or encourage employees to engage in excessive or unwanted risk-taking. The different forms of remuneration used in Sampo Group are the following: (a) Fixed compensation (b) Variable compensation (c) Pension (d) Other benefits Fixed compensation is the basis of an employee’s remuneration package. Fixed salary shall support financial stability by representing a sufficiently high share of the total remuneration. Variable compensation is used to ensure the competitiveness of total remuneration packages. Variable compensation can either be based on the contribution to the company’s profitability and on individual performance (short-term incentive programs) or be linked to committing employees to Sampo Group for a longer period and aligning the employees' interests with those of the shareholders by linking the payout of the schemes to key performance criteria and, if applicable, to the positive development of Sampo’s share price (long- term incentive schemes). The members of the Board of Directors do not participate in any short-term incentive programs or long-term incentive schemes. The payment of variable compensation shall be based on the assessment of the incurred risk exposure and the fulfilment of solvency capital requirements. The payment of a certain portion of the variable compensation payable to the Senior Executive Management and to certain key persons shall be deferred for a defined period of time, as required in the regulatory framework applicable to each Sampo Group company. After the deferral period, a retrospective risk adjustment review shall be carried out and the Board of Directors of each Sampo Group company shall decide whether the deferred variable compensation shall be paid/released in full, partly, or cancelled in whole. In 2024, a total of EUR 11 million (6.5) of short-term and long-term incentives have been deferred. The Board of Directors decides on the launch of long- term incentive schemes based on financial instruments of Sampo plc. In March 2024, the Board of Directors decided to adopt a new performance-based long-term incentive scheme for the Group Executive Committee (including the Group CEO) and other senior leaders and key employees of Sampo Group. Please refer to Sampo plc’s 2024 Remuneration Report for Governing Bodies for further information on the new Sampo Group long- term incentive scheme 2024. Moreover, the second instalment of the long-term incentive scheme 2020:1 and the first instalment of the long-term incentive scheme 2020:1/2 vested in 2024. The vesting of the schemes is determined on the basis of Sampo's share price development and dividends paid over each instalment’s performance period, starting from the issue of the schemes, and performance criteria related to return on capital at risk (RoCaR) applicable for each instalment. Both incentive schemes contain a cap for maximum payout. The terms and conditions of the incentive schemes are available at www.sampo.com/incentiveterms. A deferral rule applies to incentive rewards paid to the Senior Executive Management and to certain key persons. Persons subject to the deferral rule shall at payout from the schemes acquire Sampo A shares with a certain part of the 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. A total of EUR 62 million (71), including social costs, was paid as short-term incentives in January–December 2024 in Sampo Group. In the same period, a total of 43 million (38) was paid as long-term incentives. The long- term incentive schemes in force in Sampo Group produced a negative result impact of EUR -14 million (-10). Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 46 ===== SIDA 47 ===== The Remuneration Report for Governing Bodies 2023 was presented to and adopted by the Annual General Meeting in 2024. Taking into account the advance votes as well as the advance voting instructions of the owners of nominee-registered shares and holders of SDRs, which were delivered to Sampo before the AGM, the proposal was supported in total by 96 per cent of votes represented at the meeting. Sampo plc publishes the 2024 Remuneration Report for Governing Bodies in connection with the Board of Directors’ Report at www.sampo.com/year2024. The Remuneration Report for Governing Bodies provides information on the remuneration of the Board of Directors and the Group CEO, and has been prepared in accordance with the Corporate Governance Code 2025. The Corporate Governance Code 2025 can be viewed in full on the website of the Securities Market Association at www.cgfinland.fi/en. Sampo plc’s Remuneration Policy defines how the remuneration of the Group CEO and the members of the company’s Board of Directors has been arranged. The Remuneration Policy has been developed in accordance with the requirements set forth by the amended EU Shareholders’ Rights Directive, as implemented into Finnish legislation. Sampo plc’s Remuneration Policy was presented to the AGM in 2024. The updated Remuneration Policy is available at www.sampo.com/agm. Personnel Number of personnel Sampo Group, 2024 The average number of employees (FTE) in Sampo Group’s P&C operations in 2024 was 14,280 (13,272). On 31 December 2024, the total number of staff in the Group’s P&C operations was 14,779 (13,450). Sampo Group personnel Average personnel (FTE) 2024 % Average personnel (FTE) 2023 % By company If 8,070 57 7,858 59 Hastings 3,736 26 3,200 24 Topdanmark 2,412 17 2,160 16 Sampo plc 61 0.4 54 0.4 Total 14,280 100 13,272 100 By country United Kingdom 3,710 26 3,176 24 Denmark 2,971 20,8 2,756 21 Finland 1,973 13,8 1,934 15 Sweden 2,486 17,4 2,446 18 Norway 1,680 11,8 1,613 12 Other countries 1,460 11,2 1,346 10 Total 14,280 100 13,272 100 *At the end of 2024, the total personnel (FTE) at Sampo plc amounted to 66 (58), of which 57 (49) worked at the headquarters in Finland and 9 (9) at the branch office in Sweden. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 47 ===== SIDA 48 ===== Internal control in Sampo Group The different sectors of Sampo Group’s internal control system play a crucial role in ensuring the proper functioning of the Group’s corporate governance system. Internal control means all activities which ensure that Sampo Group’s businesses are carried out towards desired targets in accordance with desired policies and practices and in compliance with applicable legal and regulatory requirements. Accordingly, the tasks of internal control are performed by different actors within the organisation starting from top management. The organisation of internal control and safeguarding its functioning and viability play a key role in the activities of the Board of Directors of Sampo plc. In order to ensure the proper running of operations, Sampo plc’s Board has approved Group level policies and guidelines concerning corporate governance, financial target setting, risk management, remuneration, compliance, reporting, and internal audit in conformity with and supplementing the existing legal and regulatory framework. With the policies and guidelines, Sampo plc’s Board directs the Group’s activities towards desired practices and, with appropriate control mechanisms provided by the policies, ensures that potential deviations are discovered without undue delay. Thus, a successful internal control system presumes not only controlled steering processes for business management, but also appropriate control mechanisms. In Sampo Group, the internal control system includes managing risks as an integrated part of business activities, functions supporting the businesses, as well as control and steering functions, which are organised as independent from the businesses. In addition to internal control activities within the financial reporting process and risk management, Sampo Group’s compliance function, with insider administration supplementing it, together with a fully independent internal audit function form core parts of Sampo plc’s internal control system. Reporting Financial reporting The financial reporting process aims to ensure that Sampo plc’s Board of Directors and executive management have timely and reliable information supporting their decision-making, and that external interest groups can also rely on the financial information provided to them. To ensure the accuracy of all reporting, the used databases are reconciled on a monthly basis. Several systems and analytical tools are also applied to support efficiency and accuracy in the reporting process. Group level financial reporting is based on information provided by the parent company as well as the Group companies according to formats and schedules defined by the Group’s financial functions. Each Group company is responsible for its respective financial reporting and related internal controls. Consequently, the process ensures the accuracy of the information regarding different business segments prior to reporting to the parent company. Sampo Group’s financial reporting is organised under Group Control and Group Financial Reporting functions and it operates under the Group Chief Financial Officer. The Group Control function prepares and follows Group level and parent company’s financial targets and forecasts, follows profit development and forecasts of the Group companies, and takes care of monthly reporting, Group level investment reporting, forecasting of profit development of the Group, as well as quantitative Solvency II reporting. It also produces different types of valuations, market analyses and reviews. The Group Control function is responsible for the Group’s annual and quarterly quantitative Solvency II reporting to the supervisory authorities. The Group Financial Reporting function prepares Sampo Group’s quarterly and annual financial reports in accordance with International Financial Reporting Standards (IFRS). The financial reports of the parent company, Sampo plc, are prepared in accordance with Finnish accounting standards (the Finnish GAAP). Quarterly and annual reports are dealt with in the Group’s administrative bodies in accordance with applicable procedural rules. In addition, the Group Financial Reporting function prepares the Group’s monthly accounts, which form the basis of the monthly analysis prepared by the Group Control function. A Management Report is distributed on a monthly basis to the members of the Group Executive Committee, and a summary of it is delivered to the members of Sampo plc’s Board of Directors on a regular basis. Profit forecasts are reported quarterly to the Group Executive Committee, the Board, and its Audit Committee. Group solvency calculations are also delivered on a quarterly basis to the Group Executive Committee, the Board, and its Audit Committee. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 48 ===== SIDA 49 ===== Non-financial reporting (Sustainability) Sampo Group is committed to developing the sustainability activities and related reporting of the Group. This is in the interests of, and expected by, the Group’s various stakeholders. Sampo plc’s Board of Directors has the ultimate oversight of Group level sustainability, covering the entire range of environmental, social, and governance (ESG) matters. The Board has assigned its Audit Committee to monitor Sampo Group’s sustainability reporting and activities. The Group CFO, who is a member of the Sampo Group Executive Committee, directs Sampo plc’s Sustainability function. The Group CFO also ensures that adequate reporting on sustainability matters is provided to the Group CEO. The Sustainability function of Sampo plc, led by the Head of Sustainability, is responsible for the development and coordination of sustainability at Group level. The function prepares the Group level sustainability reporting and the sustainability programme, which sets the direction for the Group’s sustainability work. In addition, the function sets schedules, requests, and Group level guidance to the Group companies and organises regular sustainability meetings. At each Group company, various business areas, operational departments, and functions are actively involved in the Group’s sustainability endeavours and reporting. Group level sustainability reporting is largely based on information provided by the Group companies according to formats and schedules defined by Sampo plc’s Sustainability function. Each Group company is responsible for its respective reporting to the parent company to ensure correctness of information. Sampo Group’s Sustainability Statement is published annually as a part of the Board of Directors’ Report. Risk management The Board of Directors of Sampo plc is responsible for ensuring that the Group’s risks are properly managed and controlled. The Board establishes both the risk management principles and closely connected remuneration principles and provides guidance on the risk management governance structure and internal control in the business areas. Working within the framework of these principles and guidelines, the Group companies tailor their risk management practices to take account of the special features of their respective business activities. The Board makes decisions on strategy, return targets, and overall guidelines regarding capital management. The Board’s Audit Committee is responsible, on behalf of the Board of Directors, for preparing Sampo Group’s Risk Management Principles and related guidelines and, in turn, the Nomination and Remuneration Committee is responsible for preparing the Group’s Remuneration Principles, which are closely connected with the Risk Management Principles. The duty of Sampo Group’s Risk Management function is to control the effective operation of the risk management system within the Group companies and to monitor, review, and report on Group level risks and risk management, including the parent company. Risk management system High-quality, comprehensive risk management facilitates that Sampo plc’s executive management and Board of Directors are constantly aware of the Group companies’ business-related risks and their ability to carry the financial and other risks related to business activities. Sampo Group’s business activities and therefore also their corresponding risk management activities are mainly performed in the Group’s insurance and investment operations. Sampo Group’s risk management system is based on the Risk Management Principles established by the parent company. Sampo’s business areas and insurance entities organise their risk management activities based on these Group level principles taking into account the business-specific characteristics as well as local laws and regulations. To meet the key objectives of Sampo’s risk management, the risk management system includes governance structure and authorisations and a clear division of responsibilities between business lines and independent functions. The insurance entities in the Group shall have prudent valuation, risk measurement and reporting procedures, in line with the companies’ more detailed risk policies and instructions related to risk management. Sampo Group’s steering framework Parent company’s guidance The Group’s parent company steers its insurance businesses by setting targets for their underwriting performance and operating efficiency and by defining the main preconditions for their operations in the form of the group-wide principles. The parent company assesses the adequate level of capitalisation and the suitability of the capital structure on both Group level and insurance entity level. Parent company’s oversight and activities Sampo’s risk appetite defines the boundaries for what risk the Group is willing to accept in the pursuit of its objectives. Sampo reviews the performance of its business areas continuously and based on both the Group and business area level information, the Board of Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 49 ===== SIDA 50 ===== Directors of Sampo decides on the Group’s balance sheet targets and the parent company’s liquidity reserve. Activities and risk management in the business areas Sampo’s business areas and insurance entities organise their business activities to implement strategic decisions made by Sampo. They make decisions on specific risk-taking policies, capitalisation, risk limits and the delegation of authorisations considering the specific characteristics of their operations, within the framework provided by approved Sampo Guidelines or otherwise binding decisions by Sampo’s Board of Directors. The business operations are monitored by the different governing bodies and ultimately by the Boards of Directors whose members are mainly in senior management positions in Sampo or in Sampo Group companies. The subsidiaries’ line organisations are in charge of pricing their products and services and organising their sales and implementation processes, for ensuring the profitability, efficiency, quality, security, and continuity of their operations as well as the liability towards the clients. They are also responsible for the management of assets and liabilities and capitalisation on the insurance entity level. Risk management consists of these continuous activities that are the responsibility of the personnel involved in business activities and being supported and controlled by independent risk management specialists. Parties independent of business activities provide complementary expertise, support, monitoring, and challenge related to the management of risk. This includes the development, implementation, and continuous improvement of risk management practices at a process, system, and entity level. Although the responsibilities of business lines and independent risk management are clearly segregated in Sampo Group, these functions are in continuous dialogue with each other. Sampo Group has defined the roles and responsibilities of different internal stakeholders in the Internal Control Policy, which applies on a group-wide basis. Risk management process The tasks included in the risk management process include the following: Measuring and reporting of risks, capital, and earnings: Financial and risk management functions are explicitly responsible for preparing the above prerequisites for risk management and operationally they are responsible for independent measurement and control, including monitoring of operations in general as well as profitability, risk, and capitalisation calculations. Continuous analysis of opportunities and risks: Business units and financial and risk management functions are both active in supporting the business with continuous analysis and assessment of opportunities. The insurance and investment business units assess business opportunities, especially their risk return ratios, on a daily basis. In the financial and risk management functions, on the other hand, a considerable amount of time is spent on risk analysis and reporting as well as capital planning. Actions: Transactions representing the actual insurance and investment operations are performed in accordance with the given authorisations, risk policies, and other instructions. These actions are the responsibility of business and investment functions. Activities related to capitalisation and liquidity positions are included in this part of the process. In Sampo Group, proactive profitability, risk, and capital management actions are seen as the most important phase in the risk and capital management processes. Hence, risk policies, limits, and decision-making authorisations are set up in a way that they, together with profitability targets, facilitate business and investment units to take carefully considered risks. High-quality execution of the above-mentioned tasks contributes to the achievement of the key objectives of risk management: 1. Balance between risks, capital, and earnings: • Risks affecting the profitability as well as other material risks are identified, assessed, and analysed. • Underwriting risks are priced reflecting their inherent risk levels, expected returns of investment activities are in balance with their risks, and consequential risks are mitigated sufficiently. • Capitalisation is managed in order to be adequate in terms of current risks inherent in business activities and business risks, taking into account the expected profitability of the businesses. • Risk-bearing capacity is allocated into different business areas in accordance with the strategy. 2.Cost-efficient and high-quality processes: • Client service processes and internal operational processes are cost efficient, sufficiently secured and of high quality. • Continuity of operations is ensured and in case of discontinuity events, recovery is fast and comprehensive. • Decision-making is based on accurate, adequate, and timely information. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 50 ===== SIDA 51 ===== 3.Strategic and operational flexibility: • External risk drivers and potential risks are identified and assessed, and the company is in good position, in terms of capital structure and management skills, to react to changes in business environment. • Corporate structure, knowledge, skills, and processes in companies facilitate effective implementation of changes in the business environment. When the above targets are met, risk management is contributing positively to return on equity and mitigating the yearly fluctuations in profitability. Risk management reporting and governance framework Sampo’s profits, risks, and capital are reported to Sampo plc’s Board of Directors at least quarterly. In addition to regular risk reports, Group CRO may ask Group companies to prepare an analysis/review on subjects that need special attention and in case of a severe incident, companies shall inform Sampo plc according to the defined process. Sampo plc’s Board of Directors and the Audit Committee, together with the boards of directors of the Group companies, share the overall responsibility for the Group’s risk management system. The business units are responsible for day-to-day risk management decisions within the framework of the provided principles, guidelines, and authorisations (limits). The Sampo Group Risk Committee ensures effective communication and cooperation regarding risk management and risk reporting within Sampo Group. The Group Internal Model Committee is an advisory and preparatory body to the Board of Directors and the CEO of Sampo plc as well as for all Group companies’ Boards of Directors and CEOs using the Group Internal Model to calculate the Solvency Capital Requirement. In addition to these, Sampo has established a Sampo Group Reinsurance Committee, whose purpose is to discuss reinsurance related topics across various group companies and align interest on group level on reinsurance strategy and purchasing. The risks in If and Hastings are monitored also by their Risk Committees. Risk management governance framework in Sampo Group More detailed information on Sampo’s risk management is available in Sampo Group’s Solvency and Financial Condition Report 2024 which will be disclosed in May 2025 at www.sampo.com/year2024. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 51 ===== SIDA 52 ===== Compliance In Sampo Group, compliance is an activity supporting business activities while being independently administered, ensuring the compatibility with applicable norms of all Group activities. The starting point of the Sampo Group Compliance Principles is that compliance with norms is an established part of Sampo plc’s corporate culture. The principles ensure that compliance activities are properly organised in Group companies, and that the business organisation is capable of responding to the changing requirements of the business environment. The guidance contains the perceived common denominators of successful compliance activity – a set of general principles that describe essential features of effective compliance activities within the context of the business environment in which Sampo Group companies are operating. The principles do not, however, limit the flexibility of each Group company when addressing its own specific needs in relation to compliance. Sampo Group Compliance Principles apply to all Sampo Group companies. It should, however, be noted that Sampo Group companies operate in several different jurisdictions, thus being under an obligation to abide with local legislation as well as authority rules and regulations. Consequently, the principles have been defined to facilitate the deployment of a set of tools and procedures serving best the individual needs for each company and local operating environment, and to ensure full compliance without jeopardising operational efficiency. The aforesaid obviously implies that the compliance function in each Group company must always meet the local standards and other requirements. According to the approved principles all compliance activity is designed to ensure that all business activities, as well as the reporting of financial results and risks, are at all times compliant with laws, authority regulations, and internal guidelines and principles. The compliance function also ensures that any applicable new legislation and regulation is fully enforced in Group companies’ guidelines and day-to- day business activities. According to the principles, the Group companies are permitted to organise their compliance activities operationally and organisationally as they deem pertinent and effective within the framework of applicable legislation. Reporting of compliance activities is organised in each Group company as deemed appropriate and sufficient locally. Compliance matters are also regularly reported to the parent company’s Board of Directors’ Audit Committee, as determined in the Sampo Group Compliance Principles. Sampo plc’s Compliance function is responsible for overseeing the compiling of these reports on the basis of the subgroup specific reports provided by the Group companies. The CEO of Sampo Group is responsible for the proper organisation of the compliance function in the Group. The Board of Directors of each Group company ensures that the Group company has sufficient resources to organise effective internal control and compliance, while each Group company’s Managing Director is responsible for arranging the respective Group company’s compliance function. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 52 ===== SIDA 53 ===== Insider administration Given the nature of Sampo Group’s business areas, especially bearing in mind the extensive investment activities of Sampo Group companies, Sampo plc’s Board of Directors has approved separate Guidelines for Insiders that is binding on all persons employed by Sampo Group as well as on members of Sampo plc’s Board of Directors. In addition to current supranational law, such as the Market Abuse Regulation (Regulation (EU) No 596/2014 of the European Parliament and of the Council (“MAR”)), applicable national law, including Nasdaq Helsinki’s Guidelines for Insiders and the Financial Supervisory Authority’s regulations, as well as statements and interpretations, have been taken into account in compiling the Guidelines for Insiders. The Group Executive Committee, all Sampo plc’s employees and other Group’s employees working with interim statements and other financial announcements, and other persons who have access to such documents before publication thereof are under the following restrictions on trading: • persons must not conduct any transactions relating to the financial instruments of Sampo Group during a closed window of 30 calendar days before the announcement of financial reports (so called extended closed window) • persons are prohibited from having so called short- term positions in Sampo A shares (including depositary receipts and share entitlements), which refers to a situation where the period between the acquisition and disposal or the disposal and the acquisition of the shares is less than one month • Group Executive Committee members and their closely associated persons must request for prior permission before trading in Sampo Group’s financial instruments or in other separately defined financial instruments. In addition to regulatory supervision, compliance with the obligations under the Guidelines for Insiders and the underlying legislation is supervised by the Insider Administration, which is a group function centralised in Sampo plc and led by the person in charge of insider matters. Sampo Group’s Guidelines for Insiders is available at www.sampo.com/insiders. Whistleblowing Sampo plc has a whistleblowing channel, which is based on the MAR. In connection with the entering into force of the MAR, Sampo plc adopted an internal procedure for all employees to report infringements of both internal and external rules and regulations. All whistleblowing notifications are investigated promptly in a confidential manner while protecting the identity of the whistleblower as far as possible. During 2024, no whistleblowing notifications were reported. Sampo Group companies have established their own whistleblowing channels designed to serve their personnel and relevant interest groups. Principles for related party transactions Sampo Group companies may not, as a general rule, enter into an agreement with related parties subject to terms and conditions that differ from those Sampo plc or its Group companies normally apply, or other agreements that are not commercially justified, with or for the benefit of certain individuals. All related party transactions shall be based on written agreements in accordance with the relevant local regulation and in the ordinary course of business and on arm’s length terms. Related party transactions in Sampo Group are traditionally purchases of internal services, or other services or products that are part of the ordinary business of a Group company. Sampo Group’s guidelines on related party transactions apply to all Group companies and they set the group- wide principles for monitoring and assessing as well as decision-making and reporting of related party transactions. The rules for the company level identification, decision-making, and reporting processes are set in the company level policies of each Group company, as approved by the Board of Directors of each Group company. Related party transactions that are not part of the company’s ordinary course of business or are made in deviation from customary commercial terms, require a decision of Sampo plc’s Board of Directors to carry out the related party transaction. Such related party transactions shall be reported to the Group Compliance prior to entering into the transaction. Each Sampo subgroup shall maintain a register of the related parties linked to the company within Sampo Group by close links and the reported related party transactions. An accumulated list concerning the agreements of the related parties of Sampo plc is sent to Sampo plc’s Board of Directors or its committee annually. The Board of Directors or its committee must monitor and assess how agreements and other legal acts between the company and its related parties meet the requirements of ordinary activities and arm’s length terms. Additionally, in accordance with the Solvency II regulation, Sampo Group companies must report all significant related party transactions to the relevant supervisory authorities. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 53 ===== SIDA 54 ===== Internal audit Internal Audit is a function independent of business operations, which evaluates the efficiency and effectiveness as well as the maturity of the internal control system within Sampo Group. The function helps the organisation to accomplish its objectives by a systematic, disciplined approach to evaluate and improve the effectiveness of the risk management, control, and governance processes. The Group function is organised under the Board of Directors of Sampo plc and it reports to Sampo plc’s Board and Audit Committee. It is managed by the Group Chief Audit Executive, who is appointed by the Board of Directors of Sampo plc. Internal audit functions are established in each subgroup and legal entity as regulations demand and approved by the respective Board of Directors or equivalent. The work is carried out in accordance with the Sampo Group Internal Audit Policy, approved by the board of directors of each Group company. According to the Policy, the Internal Audit applies the mandatory guidance of the Institute of Internal Auditors as applicable. The Internal Audit establishes an internal audit plan for the regulated companies. A period for the audit plan may be defined in the subgroups. The plans are updated annually and approved by the board of directors in the respective legal entity. The plans of the subgroups are presented for Sampo plc’s Audit Committee’s information. The approach is risk based and it considers the focus areas of the business operations. The External Audit is informed about the internal audit plans. The Internal Audit function reports on the audits and follow-up activities performed to the Board of Directors of the legal entities, and to Sampo plc’s Audit Committee. Company-specific audit observations are reported to the respective companies’ management. Furthermore, the function submits audit reports to Sampo plc’s Audit Committee and the Board of Directors in all regulated entities at least twice a year. These reports include any significant deficiencies detected, including follow-up issues related to the risks not been mitigated or remedied according to the agreed action plans. In addition, an annual internal audit report is issued for Sampo Group. The Group Chief Audit Executive is responsible for ensuring that a quality assurance and improvement programme is established in the internal audit functions. The results are reported to Sampo plc’s Audit Committee. External auditor • Deloitte Ltd Authorised Public Accountant Firm • Jukka Vattulainen, APA ASA Principally responsible auditor and sustainability reporting assurer Audit firm Deloitte has acted as Sampo plc’s as well as If Group’s, Topdanmark’s and Hastings Group’s Auditor in 2024. Deloitte was elected as Topdanmark’s Auditor in 2024. The fees paid by Sampo Group companies to audit firm Deloitte for statutory audit services in 2024 totalled approximately EUR 4,322,000. In addition, Sampo Group companies paid audit firm Deloitte a total of approximately EUR 712,000 in fees for non-audit services, which is at most 16.5 per cent of the fees paid by Sampo Group companies to audit firm Deloitte for statutory audit services. The fees paid by Sampo plc to Deloitte Ltd for statutory audit services invoiced in 2024 totalled approximately EUR 450,000 and approximately EUR 137,000 for sustainability reporting assurance. In addition, Sampo plc paid Deloitte Ltd a total of approximately EUR 204,000 in fees for non-audit services. Sampo plc’s AGM held on 25 April 2024 elected Deloitte Ltd to act as Sampo plc’s Auditor with APA ASA Jukka Vattulainen as the auditor and sustainability reporting assurer with principal responsibility. APA ASA Jukka Vattulainen has acted as Sampo plc’s principally responsible auditor since May 2021. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 54 ===== SIDA 55 ===== Sustainability Statement General information ................................................ 56 Basis for preparation ................................................ 56 Governance ................................................................. 56 Strategy ........................................................................ 61 Impact, risk, and opportunity management .... 68 Environmental information ................................... 71 EU Taxonomy ............................................................. 71 Underwriting activities ....................................... 72 Investment activities ........................................... 74 Climate change .......................................................... 77 Strategy ................................................................... 78 Impact, risk, and opportunity management .......................................................... 80 Metrics and targets ............................................. 82 Resource use and circular economy .................. 87 Impact, risk, and opportunity management ......................................................... 88 Metrics and targets ............................................. 89 Social information .................................................... 90 Own workforce ........................................................... 90 Strategy ................................................................... 91 Impact, risk, and opportunity management .......................................................... 91 Metrics and targets ............................................. 95 Workers in the value chain .................................... 102 Strategy ................................................................... 103 Impact, risk, and opportunity management .......................................................... 103 Metrics and targets ............................................. 106 Consumers and end-users ...................................... 107 Strategy ................................................................... 108 Impact, risk, and opportunity management .......................................................... 108 Metrics and targets ............................................. 112 Governance information ........................................ 115 Business conduct ...................................................... 115 Impact, risk, and opportunity management .......................................................... 116 Metrics and targets ............................................. 118 Annexes ........................................................................ 119 Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 55 ===== SIDA 56 ===== General information Basis for preparation General basis for preparation of the sustainability statement This Sampo Group Sustainability Statement 2024 has been prepared in accordance with the EU’s Corporate Sustainability Reporting Directive (CSRD) and the related European Sustainability Reporting Standards (ESRS). The Statement covers Sampo plc (Sampo) and its subsidiaries If P&C Insurance Holding Ltd (publ) (If), including Topdanmark A/S (Topdanmark), and Hastings Group (Consolidated) Ltd (Hastings). The consolidation principles used in the Sustainability Statement follow those used in Sampo Group’s financial reporting. The Statement includes Sampo Group’s own operations as well as upstream and downstream value chain as described under the heading Strategy, business model and value chain (p. 61). Sampo Group has not used the option to omit a specific piece of information corresponding to intellectual property, know-how, or the results of innovation. Neither has Sampo Group used the exemption as provided for in articles 19a(3) and 29a(3) of Directive 2013/34/EU. In accordance with ESRS 1 appendix C, Sampo Group has used the phase-in options that may be used by all reporting undertakings in the sustainability reporting for 2024. Sampo Group has not marked this Sustainability Statement with digital XBRL sustainability tags in accordance with Chapter 7, Section 22 (1) (2) of the Accounting Act, as it has not been possible to comply with the provision due to the absence of the ESEF Regulation or other European Union (EU) legislation. The comparative information (figures for the year 2023) reported in the Sustainability Statement related to the EU Taxonomy disclosures and greenhouse gas (GHG) emissions have not been assured by the assurance provider of this Sustainability Statement. Disclosures in relation to specific circumstances Sampo Group reports the disclosures in relation to specific circumstances (e.g. sources of estimation, outcome uncertainty) alongside the disclosures to which they refer (e.g. in the calculation principles of the respective metric), when applicable. Governance The role of the administrative, management, and supervisory bodies Composition and diversity Sampo Group’s administrative, management and supervisory bodies consists of nine non-executive board members and the Group Chief Executive Officer (CEO). Sampo’s Board of Directors does not have employee representatives. All 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. Sampo’s Board Diversity Policy, which was updated in November 2024, aims to ensure that Sampo’s Board of Directors embodies a well-balanced mix of knowledge, skills, diversity, and experience, fully in line with Sampo Group’s values and Code of Conduct. Board members should have professional experience and education relevant and appropriate to Sampo’s scale and scope, including financial expertise, industry knowledge, international experience, risk management and strategic planning expertise, and governance and leadership skills. Diversity is key, with consideration given to at least age, gender, geographical provenance, and educational and professional background. Further, each Board member is expected to devote sufficient time to the Board’s work, and the Board as a whole shall fulfil the independence recommendations of the Corporate Governance Code. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 56 ===== SIDA 57 ===== To promote gender balance, both genders shall always be represented on the Board, with a target that women and men both shall be represented by at least 40 per cent of the members of the Board. However, some deviations may be applied if deemed reasonable due to the number of Board members. The number of the Directors and the composition of the Board shall be such that they enable the Board of Directors to perform its duties efficiently. During the past ten years, Sampo’s Board of Directors has on average reached its target for gender diversity and the Board continues its efforts to reach the new minimum share of at least 40 per cent of the total number of members for both genders. As at 31 December 2024, the share of women on Sampo’s Board of Directors was 33.3 per cent and the share of men was 66.7 per cent. Roles and responsibilities Sampo’s Board of Directors is responsible for and has the ultimate oversight of group level sustainability, containing the entire range of environmental, social, and governance (ESG) matters. The board has assigned its Audit Committee to monitor Sampo Group’s sustainability reporting and activities, such as reporting in accordance with the CSRD, the double materiality assessment, and Sampo Group’s sustainability programme. Both the regulatory sustainability reporting and the Group sustainability programme enable the Board and the top management to monitor overall sustainability work and related targets. The annually published sustainability statement, including the double materiality assessment, and the annually updated Sampo Group Code of Conduct are reviewed by the Audit Committee and approved by the Board of Directors. Sampo’s Board of Directors elects and releases the Group CEO and appoints the Sampo Group Executive Committee (GEC). The Group CEO is in charge of the daily management of Sampo. The GEC supports the Group CEO in the preparation of strategic issues relating to Sampo Group, in the handling of operational matters that are significant or involve questions of principle, and in ensuring a good internal flow of information. Sampo Group’s Chief Financial Officer (CFO), who is a member of the GEC, directs Sampo’s Sustainability unit. The CFO also ensures that adequate reporting on sustainability matters is provided to the Group CEO. Sampo’s Sustainability unit is responsible for the development and coordination of sustainability at group level. The Group CFO and the Sustainability unit report to the Board of Directors and the Audit Committee on material impacts, risks, and opportunities and associated targets, when needed. Skills and expertise Sampo has identified materially important areas of expertise which have to be sufficiently covered by the Board members’ range of skills and experience. These include business conduct, system of governance, and material impacts, risks, and opportunities related to the insurance industry. Sampo has a Board skills matrix, which shows the materially important areas of expertise, and the number and percentage of Board members who have strong experience in each area (self-assessment). Non-financial experience has also been identified as a materially important area of expertise in the Board skills matrix. It is defined as the ability to interpret a company’s non-financial information (including information related to ESG matters), identify key issues, set appropriate controls, and take necessary measures based on this information. In addition to the existing expertise, the Board of Directors has access to training on the topics identified as important, as needed. The Board members can also leverage knowledge, for example, through other positions they hold. Training on the CSRD was provided to Sampo’s Board members in February 2024. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 57 ===== SIDA 58 ===== Sustainability organisation and reporting structure Sampo Group Information provided to and sustainability matters addressed by the undertaking’s administrative, management, and supervisory bodies Sampo Group’s CFO and Sampo’s Head of Sustainability report to the Board of Directors and the Audit Committee on sustainability matters at least twice a year, and more frequently when deemed necessary. During 2024, sustainability as a standalone topic was on the agenda at Board and/or Audit Committee meetings every quarter. The impacts, risks, and opportunities identified in Sampo Group’s double materiality assessment were presented to the Board and its Audit Committee in 2024 as part of regular Board reporting. Going forward, the assessment will be reviewed annually, as required by the legislation. In addition to Sampo’s Sustainability unit, other units, such as Compliance, Risk Management, Investment Management and Operations, and Human Resources (HR), provide regular reporting to the Board and/or its committees and the Group Executive Committee. This reporting may also include sustainability matters, as sustainability is an integral part of operations. The Board and its committees receive meeting materials before each Board and/or committee meeting and have time to provide feedback. During a meeting, a presentation on the topic in question is provided before a decision is made. At Sampo Group, sustainability is seen as a business risk driver, and sustainability-related risks are a part of Sampo Group’s overall risk management. This means that sustainability considerations have been incorporated into overall business and business practices (e.g. insurance and investment operations). Sampo’s Board of Directors is responsible for ensuring that the Group’s risks are properly managed and controlled, while the Audit Committee prepares Sampo Group’s risk management principles and other Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 58 ===== SIDA 59 ===== guidelines. Additionally, the Board of Directors oversees material impacts and opportunities related to strategy and major transactions together with the operative management. A list of the material sustainability topics addressed by Sampo’s Board of Directors is presented in this Sustainability Statement under the heading Material impacts, risks, and opportunities, and their interaction with strategy and business model (p. 66). In addition, examples of topics addressed at the Board meetings in 2024 include annual policy updates (e.g. Sampo Group Code of Conduct), regulatory development concerning sustainability (e.g. CSRD), sustainability reporting (e.g. climate-related work, EU Taxonomy, employee engagement, customer satisfaction), internal control, and regular compliance/governance/risk reporting. Integration of sustainability-related performance in incentive schemes Sampo's Board of Directors resolves all group level remuneration matters. The Nomination and Remuneration Committee supports the Board of Directors by preparing the proposals to the Board on the remuneration of the GEC members, Sampo Group's long-term incentive schemes (LTIs), maximum pay-outs based on short-term incentive programmes (STIs), as well as the actual payments to be made to the members of the GEC. Sampo’s Remuneration Policy for Governing Bodies states that the performance measures of the STIs and LTIs of the Group CEO may include, for example, shareholder value creation, financial or operative key performance indicators (KPIs), and sustainability performance criteria. The Board members are independent of the companies and do not participate in variable compensation programmes. At Sampo Group, variable compensation is used to ensure the competitiveness of the total remuneration package and can be either short-term or long-term. Sampo’s Board of Directors decides on one-year STI programmes separately each year and on cash pay-outs from the programmes in the following year. The Group CEO participates in a one-year STI programme, where the payout is triggered by an underlying performance criterion and the outcome is determined on the basis of key financial and non-financial performance criteria related to Sampo Group and its subsidiaries. The maximum amount that can be paid to the Group CEO from the 2024 programme corresponds 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 Sampo. The Group CEO also participates in the LTI scheme 2024 for Sampo Group’s key employees. The Group CEO has been allocated 37,909 performance incentive units with a value equivalent to 150 per cent of his annual base salary at the time of allocation. The number of performance incentive units that will vest ranges from 0–37,909 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 CEO is 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. Sustainability performance criteria In 2024, 10 per cent of the reward from the STI programme was subject to work related to sustainability. The sustainability performance criterion of the STI was the submission of the group level science-based climate targets (SBTs) to the Science Based Targets initiative (SBTi) for validation. Also, 10 per cent of the reward from the LTI scheme 2024 is subject to the performance of Sampo Group’s work related to sustainability. The sustainability performance criterion consists of Group and subsidiary balanced scorecards relating to the development, implementation, and execution of the SBTs. In addition to the above mentioned criteria, Sampo Group did not factor further GHG emission reduction targets into remuneration in 2024. Statement on due diligence The main aspects and steps of Sampo Group’s due diligence process are described under the applicable disclosure requirements in this Sustainability Statement. The table Mapping of the main aspects and steps of the due diligence process (p. 60) lists the reported information. Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 59 ===== SIDA 60 ===== Mapping of the main aspects and steps of the due diligence process Sampo Group Core elements of due diligence Paragraphs in the Sustainability Statement General disclosures and Governance information Environmental information Social information Embedding due diligence in governance, strategy, and business model • How sustainability matters are addressed in Sampo Group's management (p. 58) • STIs, LTIs, and the ESG criteria included in remuneration (p. 59) • Material impacts, risks, and opportunities (IROs), and their linkage to the Group's strategy and business model (p. 66) • Material IROs in relation to Business conduct (p. 115) • STIs, LTIs and the ESG criteria-related to science- based targets (p. 59) • Material IROs in relation to climate change (p. 77) and resource use and circular economy (p. 87) • Material IROs in relation to own workforce (p. 90), workers in the value chain (p. 102) and consumers and end-users (p. 107) Engaging with affected stakeholders in all key steps of the due diligence • How sustainability matters are addressed in Sampo Group's management (p. 58) • How interests and views of stakeholders are taken into account in the Group’s strategy and business model (p. 64) • How the process to identify IROs and assessing materiality is informed by the due diligence process and includes consultation with affected stakeholders (p. 68) • Policies related to business conduct and corporate culture (p. 116) • Process to identify and assess IROs related to climate change and resource use and circular economy, including how affected stakeholders have been considered (p. 68) • Policies related to climate change (p. 80) and resource use and circular economy (p. 88) • How interests and views of own workforce, workers in the value chain, and consumers and end-users are taken into account in strategy and business model (p. 64) • Policies related to own workforce (p. 91), workers in the value chain (p. 103), and consumers and end- users (p. 108) • Processes for engaging with own workforce (p. 92), workers in the value chain (p. 104), and consumers and end-users (p. 109), including grievance mechanisms and remediation of negative impacts Identifying and assessing adverse impacts • Description of the double materiality assessment, including specific information on the process to identify and assess governance-related negative impacts (p. 68) • Identified material IROs, as well as how negative impacts interact with strategy and business model (p. 66) • Description of the double materiality assessment, including additional description of the process to identify and assess climate and circular economy- related negative impacts (p. 68) • How negative impacts related to climate change interact with strategy and business model as well as additional information about climate-related risks (p. 78) • Description of the double materiality assessment (p. 68) • How negative impacts related to own workforce (p. 91), workers in the value chain (p. 103), and consumers and end-users (p. 108) interact with strategy and business model Taking actions to address those adverse impacts • Management of supplier relationships and prevention and detection of corruption and bribery (p. 116) • Actions and resources related to climate change (p. 80) and resource use and circular economy (p. 88) • Transition plan for climate change mitigation (p. 79) • Actions and resources related to own workforce (p. 93), workers in the value chain (p. 105), and consumers and end-users (p. 111) Tracking the effectiveness of these efforts and communicating • Metrics and targets related to business conduct (p. 118) • Metrics and targets related to climate change (p. 82) and resource use and circular economy (p. 89) • Metrics and targets related to own workforce (p. 95), workers in the value chain (p. 106), and consumers and end-users (p. 112) Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 60 ===== SIDA 61 ===== Risk management and internal controls over sustainability reporting Sampo Group’s risk management and internal control system in relation to the sustainability reporting process are a part of Sampo Group’s overall risk management. As part of Sampo Group's internal control framework, the Group companies have comprehensive risk management procedures in place to ensure the functioning of the reporting process, including sustainability reporting. Risk management procedures include risk identification, assessment, measurement, monitoring, and reporting. Sampo Group identifies and assesses risks related to operations on a regular basis. The process takes into account the causes and consequences of the risks and the existing controls. In addition to assessing the likelihood and impact of the risk realisation, Sampo Group assesses the need for possible additional measures. Based on the assessment, the risks are arranged in the order of their significance. Risks related to the sustainability reporting process are mainly linked to ensuring the accuracy and completeness of the information. Sampo Group controls these risks, for example, through internal guidelines, well-defined responsibilities, the use of the four-eyes principle, and other controls. During the risk identification and assessment, an owner is appointed for all identified risks. The owner is responsible for taking action and developing measures in relevant internal functions based on the findings. The most significant risks and related mitigation measures are regularly discussed, for example, in the Group’s risk committees. Chief Risk Officers (CROs) report risks to the respective senior management and the Board of Directors. Strategy Strategy, business model, and value chain Sampo Group’s strategy focuses on P&C insurance; investing in and developing its P&C insurance operations across the Nordic countries, the UK, and the Baltics. The strategy is based on disciplined underwriting, strong operational capabilities, and customer centricity. Combined with careful risk management, this enables Sampo Group to deliver attractive margins and strong financial resilience, both of which Sampo considers essential to value creation. Sampo Group’s insurance operations are conducted through If, Topdanmark (which is to be merged with If), and Hastings. The subsidiaries are responsible for pricing their products and services, organising their sales and implementation processes, ensuring the profitability, efficiency, quality, security, and continuity of their operations, as well as for liabilities towards their customers. The subsidiaries are also responsible for the management of assets and liabilities, risks, and capitalisation on the business area and company level. Sampo Group provides safety to customers through its high-quality P&C insurance products. Safety is enabled by a detailed understanding of various risks that Sampo Group underwrites. By pooling risks, Sampo Group balances the various risks of the customer base and provides insurance coverage for events that can be complex for customers to prepare for without P&C insurance products. Sampo Group accomplishes the safety and value creation through its teams of employed professionals and through cooperation with suppliers and other business partners. The value created for customers flows to fair compensation to Sampo Group's employees and suppliers, and shareholders. This safety also benefits society at large, enabling other sectors to continue creating value through their value chains, which are insured for perils with Sampo Group’s P&C insurance solutions. Sampo Group’s activities are divided into own operations, and an upstream and downstream value chain. The Group’s own operations are focused on P&C insurance operations, with an emphasis on underwriting and managing risk, customer support, and investment operations. Sampo Group’s upstream value chain includes suppliers of office products and services (e.g. ICT suppliers and external data providers) who support the running of the business. In the downstream value chain, Sampo Group has a large network of suppliers and business partners, of which suppliers in claims handling and loss prevention (e.g. vehicle and property repair contractors), and partners in health and travel services form a major part. The main features of Sampo Group’s value chain are described in the figure Value chain (p. 62). Board of Directors’ Report Group’s IFRS Financial Statements Sampo plc’s Financial Statements Auditor’s Report ≡ Sustainability Statement Group’s notes to the financial statements Sampo plc’s notes to the financial statements BOARD OF DIRECTORS’ REPORT 2024 61 ===== SIDA 62 =====