Shareholders’ Nomination Board’s proposal for the composition of Aktia Bank’s Board of Directors and their remuneration

Aktia Bank Plc
Stock Exchange Release
31 January 2025 at 11.00 a.m.

Shareholders’ Nomination Board’s proposal for the composition of Aktia Bank’s Board of Directors and their remuneration

The Shareholders’ Nomination Board of Aktia Bank Plc has decided to present the following proposal to the Annual General Meeting 2025 of Aktia Bank:

The number of the members of the Board of Directors is proposed to be decreased from nine and set to seven.

The Shareholders’ Nomination Board proposes that of the present members of the Board of Directors, Joakim Frimodig, Carl Haglund, Maria Jerhamre Engström, Harri Lauslahti and Matts Rosenberg, based on their consent, be re-elected for a term continuing up until the end of the next Annual General Meeting. For more information on the Board members proposed to be re-elected, please see the company’s website at www.aktia.com. Ann Grevelius, Sari Pohjonen, Johannes Schulman and Lasse Svens have informed that they will not be available for re-election.

The Shareholders’ Nomination Board also proposes that Hanne Katrama and Sari Somerkallio are elected as new Board members for the same term, based on their consent. Further information on the new Board members proposed to be elected has been attached to this release and can be found closer to the Annual General Meeting on the company’s website www.aktia.com.

Should any of the candidates presented above not be available to be elected to the Board, the proposed number of Board members shall be decreased accordingly and the available candidates are proposed to be elected accordingly.

All the proposed persons are independent in relation to the company according to the definition of the Corporate Governance Code. Only Matts Rosenberg is not independent of a significant shareholder since he is the chair of the board of RG Partners Oy, the largest shareholder (10.13%) of Aktia Bank. In addition, Rosenberg is the CEO of of Rettig Oy Ab, which is the largest owner of RG Partners Oy.

All the proposed persons have informed that they intend, if they are elected, to elect Matts Rosenberg amongst them as Chair of the Board of Directors and to re-elect Joakim Frimodig as Deputy Chair.

Regarding the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that at Aktia the Shareholders' Nomination Board is separate from the Board of Directors and, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, it is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the company and that the composition of the Board of Directors also meets other requirements set for credit institutions as well as the requirements of the Finnish Corporate Governance Code for listed companies.

The Nomination Board proposes that the remuneration for the Board of Directors for the term be unchanged from the current term and determined as follows:

Chair, EUR 75,000 (2024: EUR 75,000)
Deputy Chair, EUR 50,000 (2024: EUR 50,000)
member, EUR 40,000 (2024: EUR 40,000)

Annual remunerations for the Chairs of each Committee as well as meeting remunerations are proposed to be unchanged, meaning that it is proposed that the Chair of each Committee will further receive an annual remuneration of EUR 8,000. The proposed meeting remuneration for Board and Committee meetings is EUR 700 per attended meeting for each person (EUR 700 per attended meeting for each person in 2024). If participation in a board meeting requires travelling outside the board member’s country of residence, the remuneration for board meeting is EUR 1,400 per attended meeting for each person (EUR 1,400 per attended meeting for each person in 2024). The remuneration of the members of the Board is not treated as income forming basis for earnings-related pension. Compensation for travel and accommodation expenses as well as a daily allowance is paid in line with the Finnish Tax Administration's guidelines and the travel instructions of the company.

The Nomination Board proposes that approximately 40% of the annual remuneration (gross amount) shall be paid to the members in the form of Aktia shares. The company will on account of the Board members acquire Aktia shares on the market to the price that is formed through public trading or it will transfer the company’s own shares to the Board members and the rest of the annual remuneration payable is paid in cash. The shares are acquired or transferred during a two-week time period from the day following the company’s interim report for 1 January 2025–31 March 2025 is published or as soon as possible in accordance with applicable legislation. If the remuneration can’t be paid in shares, it can be paid in cash entirely. The company will be responsible for all expenses and the possible transfer tax for acquiring or transferring the shares.

The proposals of the Nomination Board will be included in the summons of the Annual General Meeting.

Chair of the Shareholders’ Nomination Board of Aktia Bank is Gisela Knuts (appointed by the Pension Insurance Company Veritas and the companies controlled by Erkki Etola), members are Georg Ehrnrooth (appointed by RG Partners Oy), Stefan Wallin (appointed by the Åbo Akademi University Foundation) and Johan Hammarén (appointed by Oy Hammarén & Co Ab), and Lasse Svens, Chair of the Board of Directors of Aktia Bank acts as an expert.

Aktia Bank Plc

Further information:
Gisela Knuts, Chair of the Nomination Board, tel. +358 40 769 8265

Distribution:
Nasdaq Helsinki Ltd
Mass media
www.aktia.com

Aktia is a Finnish asset manager, bank and life insurer that has been creating wealth and wellbeing from one generation to the next for 200 years. We serve our customers in digital channels everywhere and face-to-face in our offices in the Helsinki, Turku, Tampere, Vaasa and Oulu regions. Our award-winning asset management business sells investment funds internationally. We employ approximately 850 people around Finland. Aktia's assets under management (AuM) on 30 September 2024 amounted to EUR 14.3 billion, and the balance sheet total was EUR 12.0 billion. Aktia's shares are listed on Nasdaq Helsinki Ltd (AKTIA). aktia.com.

Attachment