Sampo 49 Regulatory News (95BM)

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF ANY NOTEHOLDER IS IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE, IT SHOULD SEEK ITS OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

Sampo plc

(incorporated with limited liability in Finland)

(the Issuer)

NOTICE OF SEPARATE MEETINGS

of the holders of the following outstanding series of its notes

NOTICE IS HEREBY GIVEN that separate meetings (each a Meeting and together the Meetings) of the holders of each Series (the Noteholders), each convened by the Issuer, will be held via teleconference on 9 July 2021 for the purpose of considering and, if thought fit, passing the following resolution, which will be proposed as an Extraordinary Resolution at the relevant Meeting in accordance with the provisions of an Amended and Restated Issue and Paying Agency Agreement dated 4 April 2013, as subsequently modified, supplemented and/or restated from time to time in relation to the relevant Series (the Agency Agreement) and made between the Issuer and Citibank, N.A., London Branch (the Fiscal Agent). The Meeting in respect of the 2023 Notes will commence at 10.00 a.m. (London time) with the Meeting in respect of the 2025 Notes being held 15 minutes thereafter or after the completion of the Meeting in respect of the 2023 Notes (whichever is later).

Capitalised terms used but not defined in this Notice have the meanings given to them in the Meeting Provisions (as defined under "Voting and Quorum" below) or the relevant Conditions (as defined in paragraph 1 of the Extraordinary Resolution below), as applicable.

EXTRAORDINARY RESOLUTION

"THAT this meeting of the holders (the Noteholders) of the outstanding [€750,000,000 1.00 per cent. Notes due 2023 (ISIN: XS1520733301)]/[€500,000,000 1.25 per cent. Notes due 2025 (ISIN: XS1622193750)] (the Notes) of Sampo plc (the Issuer) and issued with the benefit of an Amended and Restated Issue and Paying Agency Agreement dated 4 April 2013, as subsequently modified, supplemented and/or restated from time to time in relation to the Notes (the Agency Agreement) and made between the Issuer and Citibank, N.A., London Branch (the Fiscal Agent), hereby:

1. assents to the modification of the terms and conditions of the Notes (the Conditions) as set out in the Base Prospectus dated [6 April 2016]1/[12 April 2017]2 prepared in connection with the Issuer's Euro Medium Term Note Programme, as completed by the Final Terms applicable to the Notes dated [15 November 2016]3/[26 May 2017]4 (the Final Terms) to provide for all, but not some only, of the Notes to be redeemed on the Early Redemption Date at the Early Redemption Amount together with any accrued and unpaid interest from (and including) the immediately preceding interest payment date for the Notes to (but excluding) the Early Redemption Date (each capitalised term not otherwise defined in this paragraph having the meaning given in the Amended and Restated Final Terms (as defined in paragraph 3 below)), all as set out in the Amended and Restated Final Terms;

2. sanctions every abrogation, modification, variation or compromise of, or arrangement in respect of, the rights of the Noteholders and/or Couponholders against the Issuer, whether or not such rights arise under the Agency Agreement, the Notes or otherwise or involved in or resulting from or to be effected by, the modifications referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

3. authorises, directs, requests, instructs and empowers the Issuer to:

(a) give effect to and implement the modifications referred to in paragraph 1 of this Extraordinary Resolution, on or shortly after the passing of this Extraordinary Resolution and the satisfaction of the condition in paragraph 4 below, by the execution of an amended and restated Final Terms (the Amended and Restated Final Terms) in the form of the draft produced to this meeting, with such amendments (if any) as may be deemed necessary, desirable or expedient by the Issuer, in its sole discretion, to give effect to this Extraordinary Resolution; and

(b) concur in, and execute and do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient, in the sole discretion of the Issuer, to carry out and give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;

4. declares this Extraordinary Resolution shall be in all respects conditional on the acceptance for purchase by the Issuer of all of the Notes validly tendered in the Offer, the occurrence of which shall be notified by the Issuer to Noteholders promptly by the delivery of such notice to the Clearing Systems and by the publication of such notice through RNS (which notice shall be deemed to be given on the day on which it is delivered to the Clearing Systems);

5. acknowledges that the term Offer, as used in this Extraordinary Resolution, shall mean the invitation by the Issuer to Noteholders (subject to the offer restrictions set out in the Tender Offer Memorandum dated 17 June 2021 issued by the Issuer in relation to, amongst other securities, the Notes (the Tender Offer Memorandum)) to tender their Notes for purchase by the Issuer for cash, as further described in the Tender Offer Memorandum and as the same may be amended in accordance with its terms; and

6. irrevocably waives any claim that Noteholders may have against the Issuer arising as a result of any loss or damage which Noteholders may suffer or incur as a result of the Issuer acting on this Extraordinary Resolution and/or its execution of the Amended and Restated Final Terms and further confirms and agrees that Noteholders will not hold the Issuer liable for any such loss or damage."

1. Applicable for the €750,000,000 1.00 per cent. Notes due 2023 (ISIN: XS1520733301)

2. Applicable for the €500,000,000 1.25 per cent. Notes due 2025 (ISIN: XS1622193750)

3. Applicable for the €750,000,000 1.00 per cent. Notes due 2023 (ISIN: XS1520733301)

4. Applicable for the €500,000,000 1.25 per cent. Notes due 2025 (ISIN: XS1622193750)

Background

The Offers and Proposals

The Issuer has convened the Meetings for the purpose of enabling the Noteholders to consider and resolve, if they think fit, to pass the Extraordinary Resolution proposed in relation to the Notes of each Series.

Noteholders are further given notice that the Issuer has (i) invited Noteholders (subject to offer restrictions, as referred to below and more fully described in the Tender Offer Memorandum) to tender their Notes of each Series for purchase by the Issuer for cash (each such invitation, an Offer and together the Offers); and (ii) invited Noteholders to approve the modification of the Conditions of the relevant Series (as described in paragraph 1 of the Extraordinary Resolution above) to provide, inter alia, for the redemption (the Issuer Early Redemption) of all, but not some only, of such Series remaining outstanding (if any) on settlement of the relevant Offer (such proposal to amend the Conditions in respect of each Series, a Proposal and together the Proposals), each as further described in the Tender Offer Memorandum.

The Offers are subject to offer restrictions in, among other countries, the United States, Italy, France and Finland, all as more fully described in the Tender Offer Memorandum.

Purchase Prices

Pursuant to the Offers the Issuer will pay, on the settlement date (the Settlement Date) for the relevant Offer(s), for the Notes of each Series accepted by it for purchase pursuant to the relevant Offer(s), a cash purchase price for such Notes (in respect of each Series, a Purchase Price) to be determined in the manner described in the Tender Offer Memorandum.

Early Redemption Amounts

If the Extraordinary Resolution in respect of a Series is passed at the relevant Meeting and the Amended and Restated Final Terms in respect of such Series is executed by the Issuer, all, but not some only, of Notes of such Series that remain outstanding will be redeemed pursuant to the Issuer Early Redemption at an early redemption amount (in respect of each Series, the Early Redemption Amount) to be determined in the manner described below, plus any accrued and unpaid interest, on the date (in respect of each Series, the Early Redemption Date) specified in the relevant Amended and Restated Final Terms, which is expected to be 14 July 2021 (assuming no adjournment is needed for the relevant Meeting(s)).

Each Early Redemption Amount will be determined by reference to a fixed redemption yield of (I) in the case of the 2023 Notes,-0.400 per cent. and (II) in the case of the 2025 Notes, -0.275 per cent., in each case in accordance with market convention, and will be expressed as a percentage of the nominal amount of the Notes of the relevant Series (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards). Each Early Redemption Amount is intended to reflect (a) in the case of the 2023 Notes, a yield to maturity of the 2023 Notes or (b) in the case of the 2025 Notes, a yield to 1 March 2025 (being the first optional call date for the 2025 Notes), in each case on the Early Redemption Date based on the relevant fixed redemption yield specified above. Specifically, each Early Redemption Amount will equal (a) the value of all remaining payments of principal and interest on the relevant Series up to and including (i) in the case of the 2023 Notes, the scheduled maturity date and (ii) in the case of the 2025 Notes, 1 March 2025 (being the first optional call date for the 2025 Notes and assuming redemption of the 2025 Notes on that date), in each case discounted to the relevant Early Redemption Date at a discount rate equal to the relevant fixed redemption yield specified above, minus (b) accrued and unpaid interest for such Series on the Early Redemption Date.

For information purposes only, the Early Redemption Amount in respect of each Series will, when determined in the manner described in this Notice on the basis of an Early Redemption Date of 14 July 2021, be (i) in respect of the 2023 Notes, 103.073 per cent. and (ii) in respect of the 2025 Notes, 105.567 per cent. Should the relevant Early Redemption Date in respect of either Series differ from 14 July 2021, the Early Redemption Amount in respect of such Series will be recalculated, all as further described above.

Early Consent Fee

Pursuant to the Proposals, any Noteholder who submits a Voting Only Instruction (as described in the Tender Offer Memorandum) in favour of the relevant Extraordinary Resolution that is received by the Tender and Information Agent by no later than the 5.00 p.m. (London time) on 1 July 2021 (the Early Voting Deadline) (and that is not subsequently revoked in the limited circumstances in which revocation is permitted) will be eligible to receive an early consent fee (in respect of each Series, an Early Consent Fee) if the Extraordinary Resolution for the relevant series of Notes is passed, the Issuer accepts all Notes of the relevant Series validly tendered for purchase pursuant to the relevant Offer, and the Amended and Restated Final Terms is executed by the Issuer in respect of the relevant Series, all as more fully described in the Tender Offer Memorandum.

The relevant Early Consent Fee will be paid to such Noteholder in addition to any applicable Early Redemption Amount and accrued and unpaid interest payable on the Early Redemption Date pursuant to the Issuer Early Redemption.

The Early Consent Fee in respect of each Series will be an amount equal to (i) the relevant Purchase Price for any Notes of such Series validly tendered and accepted for purchase by the Issuer pursuant to the relevant Offer less (ii) the relevant Early Redemption Amount for such Series.

For information purposes only, the Early Consent Fee in respect of each Series will, when determined in the manner described in this Notice on the basis of a Settlement Date for the relevant Offer of 13 July 2021 and an Early Redemption Date for the relevant Proposal of 14 July 2021, be (i) in respect of the 2023 Notes, 0.568 per cent. and (ii) in respect of the 2025 Notes, 1.243 per cent. Should the relevant Settlement Date and/or Early Redemption Date in respect of either Series differ from the relevant date above, the Early Consent Fee in respect of such Series will be recalculated, all as further described above.

General

The amounts payable by the Issuer for any Notes of the relevant Series redeemed on the relevant Early Redemption Date pursuant to the Issuer Early Redemption together with the relevant Early Consent Fee will be the same as amounts payable by the Issuer pursuant to the relevant Offer for equal nominal amounts of the relevant Notes purchased at the relevant Purchase Price.

If the Proposal for either or both Series is implemented, such Series shall be automatically redeemed on the Early Redemption Date without any further action being required to be taken by the Issuer or the holder of the relevant Notes.

Noteholders should refer to the draft Amended and Restated Final Terms in respect of the relevant Series for full details of the manner in which the Conditions for such Series are proposed to be modified as referred to above.

The Offers and the Proposals are being made as part of the Issuer's commitment to the active management of its balance sheet. The purpose of the Offers and the Proposals is to pro-actively manage the Issuer's upcoming redemptions and to reduce gross debt. The Issuer intends to cancel all of the Notes acquired pursuant to the Offers. Notes which have not been validly tendered and accepted for purchase pursuant to the relevant Offer(s) will (i) if the Proposal in respect of the relevant Series is implemented, be automatically redeemed on the Early Redemption Date (as described above) or (ii) if the Proposal in respect of the relevant Series is not implemented, remain outstanding on their existing terms.

A statement as required by Listing Rule 17.3.12(b) of the market values for the Notes on the first dealing day in each of the six months before the date of this Notice and on the latest practicable date before the sending of this Notice has not been included in this Notice as no such market values for the Notes have been published by the Stock Exchange Daily Official List during such period.

The directors of the Issuer confirm that, as far as they are aware, they have no interests in the Notes.

General

Subject to the offer and distribution restrictions set out in the Tender Offer Memorandum, Noteholders may obtain, from the date of this Notice, a copy of the Tender Offer Memorandum from the Tender and Information Agent, the contact details for which are set out below. A Noteholder will be required to produce evidence satisfactory to the Tender and Information Agent as to his or her status as a Noteholder and that he or she is a person to whom the relevant Offer is being made (pursuant to the offer and distribution restrictions referred to above) or to whom it is lawful to send the Tender Offer Memorandum and to make an invitation pursuant to the Offers and/or the Proposals under applicable laws before being sent a copy of the Tender Offer Memorandum. Copies of (i) this Notice, the Agency Agreement and the current draft of the Amended and Restated Final Terms as referred to in paragraph 3 of the Extraordinary Resolution to be put to the Meeting of each Series and (ii) (subject to distribution restrictions) the Tender Offer Memorandum are also available to Noteholders on and from the date of this Notice up to and including the time and date of the Meetings, from the Tender and Information Agent. Any revised version of the draft Amended and Restated Final Terms made available as described above and marked to indicate changes to the draft made available on the date of this Notice will supersede the previous draft of the Amended and Restated Final Terms and Noteholders will be deemed to have notice of any such changes. The draft Amended and Restated Final Terms are not expected to vary materially from the version made available on the date of this Notice.

The attention of Noteholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolutions at the Meetings or any meeting held following any adjournment of any Meeting, which are set out in paragraph 2 of "Voting and Quorum" below. Having regard to such requirements, Noteholders are strongly urged either to attend the relevant Meeting(s) or to take steps to be represented at the relevant Meeting(s) (including by way of submitting Tender Instructions or Voting Only Instructions in respect of the relevant Proposal (all such terms as defined in the Tender Offer Memorandum)) as soon as possible. Noteholders who attend the relevant Meeting(s) or take steps to be represented at the relevant Meeting(s) other than by way of submitting Tender Instructions or Voting Only Instructions in respect of the relevant Proposal by the Early Voting Deadline should note that they will not be eligible to receive the relevant Purchase Price or Early Consent Fee, as applicable.

Voting and Quorum

Noteholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Tender Instruction or Voting Only Instruction in respect of the relevant Proposal, by which they will have given instructions for the appointment of one or more representatives of the Tender and Information Agent by the Fiscal Agent as their proxy to vote (a) in the case of Tender Instructions, in favour of, or (b) in the case of Voting Only Instructions, in favour of or against (as specified in the relevant Voting Only Instruction) the Extraordinary Resolution to be proposed at the relevant Meeting and any meeting held following any adjournment of the relevant Meeting, need take no further action to be represented at the relevant Meeting or any such adjourned meeting.

Noteholders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) a Tender Instruction or Voting Only Instruction in respect of the relevant Proposal should take note of the provisions set out below detailing how such Noteholders can attend or take steps to be represented at the relevant Meeting (references to which, for the purpose of such provisions, include, unless the context otherwise requires, any meeting held following any adjournment of the relevant Meeting).

1. The provisions (the Meeting Provisions) governing the convening and holding of a meeting of the Noteholders are set out in a Schedule to the Agency Agreement. Copies of the Agency Agreement are available for inspection by Noteholders as referred to above.

Each person (a beneficial owner) who is the owner of a particular nominal amount of the Notes through Euroclear Bank SA/NV (Euroclear) or Clearstream Banking S.A. (Clearstream, Luxembourg) or a person who is shown in the records of Euroclear or Clearstream, Luxembourg as a holder of the Notes (a Direct Participant), should note that a beneficial owner will only be entitled to attend and vote at the relevant Meeting in accordance with the procedures set out below and where a beneficial owner is not a Direct Participant it will need to make the necessary arrangements, either directly or with the intermediary through which it holds its Notes, for the Direct Participant to complete these procedures on its behalf.

In light of the ongoing developments in relation to coronavirus (COVID-19), and current guidance issued by the United Kingdom and Finnish governments, it may be impossible or inadvisable to hold the Meetings at a physical location. Therefore, the Meetings are to be held via teleconference. Any Noteholder who wishes to attend and vote at a Meeting or any adjourned such Meeting in person must indicate to the Tender and Information Agent (the contact details for which are set out below) or any Paying Agent that they wish to participate in person in, or otherwise be represented on, the teleconference for the relevant Meeting (rather than being represented by the Tender and Information Agent) and, accordingly, they will be provided with further details about attending the relevant Meeting.

In addition, any Noteholder who wishes to attend and vote at a Meeting in person (by way of teleconference) will be required to produce at such Meeting a valid voting certificate or certificates issued by a Paying Agent. A Noteholder may obtain a voting certificate in respect of its Notes from a Paying Agent (as applicable) by arranging for its Notes to be blocked in an account with Euroclear or Clearstream, Luxembourg (unless the Note is the subject of a block voting instruction which has been issued and is outstanding in respect of the relevant Meeting or any adjourned such Meeting) not less than 48 hours before the time fixed for the relevant Meeting (or, if applicable, any adjourned such Meeting), and in each case within the relevant time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, upon terms that the Notes will not cease to be so blocked until the first to occur of the conclusion of the relevant Meeting or any adjourned such Meeting and the surrender of the voting certificate to the Paying Agent and notification by the Paying Agent to Euroclear or Clearstream, Luxembourg, as the case may be, of such surrender or the compliance in such other manner with the rules of Euroclear or Clearstream, Luxembourg, as the case may be.

For the purposes of this Notice, 24 hours means a period of 24 hours including all or part of a day upon which banks are open for business in London (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business in London; 48 hours means 2 consecutive periods of 24 hours; and Clear Days means, in relation to a meeting, no account shall be taken of the day on which the notice of such meeting is given (or, in the case of an adjourned meeting, the day on which the meeting to be adjourned is held) or the day on which such meeting is held.

A Noteholder not wishing to attend and vote at a Meeting in person may either deliver the voting certificate(s) to the person whom it wishes to attend on its behalf or give a voting instruction (in the form of an electronic voting instruction (an Electronic Voting Instruction) in accordance with the standard procedures of Euroclear and/or Clearstream, Luxembourg) to, and require the Fiscal Agent to, include the votes attributable to its Notes in a block voting instruction issued by the Fiscal Agent for such Meeting or any adjourned such Meeting, in which case the Fiscal Agent shall appoint a proxy to attend and vote at such Meeting in accordance with such Noteholder's instructions.

If a Noteholder wishes the votes attributable to its Notes to be included in a block voting instruction for the relevant Meeting or any adjourned such Meeting, then (i) the Noteholder must arrange for its Notes to be blocked in an account with Euroclear or Clearstream, Luxembourg for that purpose and (ii) the Noteholder or a duly authorised person on its behalf must direct the Fiscal Agent as to how those votes are to be cast by way of an Electronic Voting Instruction, not less than 48 hours before the time fixed for the relevant Meeting and within the time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, upon terms that the Notes will not cease to be so blocked until the first to occur of (i) the conclusion of the relevant Meeting or any adjourned such Meeting and (ii) not less than 48 hours before the time for which the relevant Meeting is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Fiscal Agent and the same then being notified in writing by the Fiscal Agent to the Issuer at least 24 hours before the time appointed for holding the relevant Meeting and such Notes ceasing in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as the case may be, and with the agreement of the Fiscal Agent to be held to its order or under its control, and that such instruction is, during the period commencing 48 hours prior to the time for which the relevant Meeting or any adjourned such Meeting is convened and within the time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, and ending at the conclusion or adjournment thereof, neither revocable nor capable of amendment.

2. The quorum required for each Extraordinary Resolution to be considered at the relevant Meeting is at least one Voter (as defined in the Meeting Provisions) holding or representing in the aggregate not less than three-quarters of the aggregate nominal amount of the relevant Series for the time being outstanding.

In the event such quorum is not present within 15 minutes from the time initially fixed for a Meeting, such Meeting shall be adjourned until such date, not less than 14 days nor more than 42 days later, and time and place as may be appointed by the chairman of the relevant Meeting provided, however, that such Meeting shall be dissolved if the Issuer so decides. At least 10 Clear Days' notice shall be given of such adjourned meeting in accordance with the Meeting Provisions. At any such adjourned Meeting at least one Voter (as defined in the Meeting Provisions) holding or representing in the aggregate a clear majority of the aggregate nominal amount of the relevant Series for the time being outstanding will form a quorum.

Voting certificates obtained and Electronic Voting Instructions given in respect of any Meeting, including pursuant to a Tender Instruction or a Voting Only Instruction in respect of the relevant Proposal (unless revoked in accordance with the terms of Meeting Provisions and, in the case of Electronic Voting Instructions, in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as applicable) shall remain valid for any such adjourned Meeting.

Noteholders should note these quorum requirements and should be aware that, if the Noteholders either present or appropriately represented at the relevant Meeting are insufficient to form a quorum for the relevant Extraordinary Resolution, such Extraordinary Resolution (and consequently the relevant aspects of the relevant Proposal) cannot be formally considered thereat. Noteholders are therefore encouraged either to attend the relevant Meeting in person (by way of teleconference) or to arrange to be represented at the relevant Meeting as soon as possible.

3. Every question submitted to a Meeting shall be decided in the first instance by a show of hands.

Unless a poll is validly demanded before or at the time that the result is declared, the Chairman's declaration that on a show of hands a resolution has been passed, passed by a particular majority, rejected or rejected by a particular majority shall be conclusive, without proof of the number of votes cast for, or against, the resolution. Where there is only one Voter, this paragraph shall not apply and the resolution will immediately be decided by means of a poll.

On a show of hands every Voter (by way of teleconference) shall have one vote.

On a poll every such person shall have one vote in respect of each €1.00 in nominal amount outstanding of the Notes of the relevant Series represented by the voting certificate so produced or in respect of which he or she is a proxy.

4. To be passed at the relevant Meeting, an Extraordinary Resolution requires a majority of at least three-quarters of the votes cast in respect of such Extraordinary Resolution. If passed, an Extraordinary Resolution shall be binding on all Noteholders of the relevant Series, whether or not present at the Meeting at which it is passed and whether or not voting.

This Notice is given by Sampo plc.

Noteholders should contact the following for further information:

The Dealer Managers

Barclays Bank Ireland PLC (Email: eu.lm@barclays.com; Attention: Liability Management Group)

Nordea Bank Abp (Telephone: +45 61 61 29 96; Email: NordeaLiabilityManagement@nordea.com; Attention: Liability Management)

The Tender and Information Agent

Lucid Issuer Services Limited (Telephone: +44 20 7704 0880, Attention: Oliver Slyfield / Illia Vyshenskyi; Email: sampo@lucid-is.com

The Fiscal Agent

Citibank, N.A., London Branch.

Dated: 17 June 2021