Remuneration

ARRANGING REMUNERATION IN THE UNITED BANKERS PLC GROUP

The United Bankers Plc group (hereinafter “United Bankers Group”) adheres to the applicable regulations and the interpretations and regulations of the Finnish Financial Supervisory Authority concerning remuneration. The reporting on the remuneration of the United Bankers Group also complies with the regulations applicable to Finnish listed companies and the Finnish Securities Market Association’s published Corporate Governance Code 2025 for listed companies.

The Board of Directors of United Bankers Plc (hereinafter “United Bankers” or “the Company”) has a remuneration committee comprised of the following members: Johan Linder, Tarja Pääkkönen, Lennart Robertsson and Elisabeth Dreijer von Sydow. The compliance and risk management functions of the United Bankers Group are involved in the design of the remuneration principles and practices, and the compliance function supervises the regulatory compliance of the Company's and United Bankers Group’s remuneration systems. The compliance function reports to the Company’s Board of Directors on remuneration matters annually.

On 18 December 2023, the Board of Directors of the Company approved an updated remuneration policy for the governing bodies, which defines the principles related to the remuneration of the Company’s board members and the CEO. The remuneration policy was discussed at the 2024 Annual General Meeting, where the general meeting decided, through a non-binding vote, to approve the remuneration policy. The Company also prepares an annual remuneration report regarding the governing bodies. Links to the aforementioned documents, as well as other remuneration-related information, can be found in unitedbankers.fi (Finnish language only).

The Board of Directors of the Company has approved written remuneration principles for the United Bankers Group, which guide the remuneration of the management and employees of the group companies in a consistent manner. The board of each company within the United Bankers Group, which is subject to these remuneration principles, approves the principles as binding. In addition to the general principles, the United Bankers Group has a management incentive system approved by the Board of Directors of the Company and subsidiary and/or function-specific remuneration systems approved by the group companies.

The management incentive system applies to members of the Company’s management team and certain business unit leaders. The group’s CFO and individuals responsible for compliance and risk management functions are not part of the aforementioned incentive system.

Remuneration Principles and Objectives of the United Bankers Group's Remuneration Systems

The remuneration principles of the United Bankers Group are in line with the business strategy, goals, and values of the United Bankers Group approved by the Company’s Board of Directors, and they align with the long-term interests of the group, promoting good and effective risk management within the group. Comprehensive risk management aims to consider, among other things, the objectives and interests of the UB Group’s clients, managed funds, and companies within the United Bankers Group. The remuneration systems in place do not encourage risk-taking beyond the risk appetite of the United Bankers Group.

To ensure fairness and gender neutrality in the remuneration systems and to achieve the objectives related to the remuneration systems, the United Bankers Group’s remuneration principles and actual remuneration practices are evaluated and reviewed at least annually by the Company’s Board of Directors.

The goals of the United Bankers Group include implementing the strategy approved by the Company’s Board of Directors, developing the business, revenues, profitability, and competitiveness over the long term, operating in line with values and sustainability principles, ensuring cost-effectiveness, securing adequate solvency, and creating shareholder value in the long run. A key objective within the remuneration principles of the United Bankers Group is to promote sustainability matters – the remuneration criteria for the management of the United Bankers Group and employees within the group include qualitative criteria that encourage individuals to act in the best interests of clients and in accordance with the sustainable development of the group and group companies.

Other key objectives of the remuneration systems are:

• To maintain growth in accordance with the United Bankers Group's current business strategy,
• To engage the management and staff of the United Bankers Group to the group and its long-term development,
• To reward achieving and exceeding personal targets, particularly excellent job performance, and actions in line with the United Bankers Group's strategy, values, and sustainability goals,
• To reward compliance with established rules,
• To strengthen the United Bankers Group's competitiveness in the labor market and enable the recruitment of skilled management and staff,
• To support the consideration of sustainability risks (environmental, social, and governance-related; ESG factors) in setting targets and performance evaluation for United Bankers Group employees and representatives, and to ensure the proper management of sustainability risks.

The remuneration systems aim to foster a motivating remuneration culture, performance management, and actions in line with goals and values. They also aim to promote gender-neutral remuneration, meaning that employees are paid the same wage for the same or equivalent work, regardless of gender, while considering the employee's work experience and responsibilities.

The remuneration of the heads of the United Bankers Group's supervisory functions is overseen by the Company’s Board of Directors. The remuneration of employees working in the supervisory functions is determined based on the achievement of objectives set for supervision, and their remuneration must not be dependent on the financial performance of the business unit they oversee.

Remuneration systems also take into account the regulatory requirement that the systems must be consistent with the measures used to avoid conflicts of interest. Additionally, the remuneration systems aim to ensure that significant conflicts of interest do not arise for staff working in internal supervisory functions.

Fixed and Variable Remuneration

The remuneration system of the United Bankers Group consists of both fixed and variable remuneration, aimed at maintaining and promoting business growth, as well as engaging the Group's management and other personnel in the long-term development of the organization. Additionally, the goal is to reward the achievement of personal objectives and particularly excellent job performance, thereby strengthening the Group's competitiveness as an employer.

The remuneration system defines the ratio of fixed to variable remuneration to be applied at any given time, as well as the maximum amount that variable remuneration can reach. The proportion of variable remuneration in the total remuneration is reviewed annually for each subsidiary of the United Bankers Group. When determining remuneration, it is ensured that the fixed remuneration, based on the recipient's professional expertise, job description, and organizational responsibility, is sufficiently large so that the possible non-payment of variable remuneration does not become unreasonable for the recipient.

Variable remuneration must be based on an overall assessment of the recipient's and the relevant business unit's performance, as well as the overall results of the Company and the United Bankers Group, including their development. When evaluating performance, both financial and other factors must be considered, as well as how the performance or result has evolved over the long term. Therefore, the recipient's right to variable remuneration can only arise and be paid if the recipient has acted in accordance with the rules, guidelines, values, operational principles, and responsibility goals defined by the United Bankers Group.

If the value of the assets included in the Group's balance sheet and off-balance sheet assets is on average up to 100 million euros over the preceding four-year period, the United Bankers Group is not required to apply deferral of remuneration payments, to pay variable remuneration in any form other than cash, or to meet requirements related to additional pension benefits. The remuneration of an individual under the management incentive system can be paid in accordance with internal guidelines, partly in cash and partly in Company shares, or in other financial instruments linked to the Company's shares, where permitted by regulation.

When determining the amount of variable remuneration to be paid, at least the known and potentially future risks, capital costs, and necessary liquidity must be taken into account. Additionally, it must be ensured that the total amount of remuneration paid does not become so large that it would limit the strengthening of the capital base of the United Bankers Group or its subsidiaries. To ensure the above, the Board of the United Bankers Group can, in accordance with the terms of the remuneration system, decide to withhold variable remuneration either fully or partially if such payment would jeopardize the solvency of the Group or the paying subsidiary, as well as decide to defer the payment of remuneration and pay it in multiple installments.

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