Annual General Meeting | United Bankers

Annual General Meeting 2025

Annual General Meeting 2025 of United Bankers Plc

The Annual General Meeting of United Bankers Plc will be held on Friday, March 21st, 2025 at 1.00 p.m. (EET). Meeting will take place at the event center Little Finlandia’s Honka-hall, Karamzininranta 4, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12.15 p.m. (EET) at the meeting venue.

The registration and advance voting period begin on the 3rd of March 2025 at 10.00 a.m. (EET).

A shareholder, who is registered in the shareholders' register of the Company and who wants to participate in the General Meeting, shall register for the Meeting by giving a prior notice of participation, which shall be received by the Company no later than on 18 March 2025 by 4.00 p.m. (EET).

A holder of nominee registered shares who wants to participate in the General Meeting, shall register for the Meeting by giving a prior notice of participation, which shall be received by the Company no later than on 18 March 2025 by 10.00 p.m. (EET).

Advance voting is available during the period from 3 March 2025 at 10.00 a.m. (EET) until 14 March 2025 at 4.00 p.m. (EET).

Please register:

a) through United Bankers’ website at
https://www.unitedbankers.fi/en/united-bankers-group/corporate-governance/annual-general-meeting/. Electronic registration requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish, Swedish or Danish bank ID or mobile certificate,

b) by email to agm@innovatics.fi. Shareholders registering by email shall submit the registration form and the possible advance voting form available on the Company's website https://www.unitedbankers.fi/en/united-bankers-group/corporate-governance/annual-general-meeting/ or equivalent information,

or

c) by mail to Innovatics Ltd, AGM / United Bankers Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. Shareholders registering by mail shall submit the registration form and the possible advance voting form available on the Company's website https://www.unitedbankers.fi/en/united-bankers-group/corporate-governance/annual-general-meeting/ or equivalent information.

Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are presented in this notice under section C. Instructions for the participants in the General Meeting.

Electronic registration and advance voting

https://ir1.innovatics.fi/ir/en/unitedbankers/Agm/Registration/2025_1/Accept

Shareholders, who are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the General Meeting, will be able to follow the meeting through a webcast. The webcast starts on 21 March 2025 at 1.00 p.m. (EET).

Instructions regarding registration for and following the webcast

It is not possible to ask questions, make counter proposals or speak or vote through the webcast. Following the webcast is not considered as participation in the General Meeting or exercise of the shareholder rights.

Instructions for shareholders participating remotely

Competence of the General Meeting

The General Meeting is the highest decision-making body of United Bankers Plc, in which the shareholders exercise their decision-making power in matters concerning the Company. The General Meeting discusses matters prescribed by the Finnish Companies Act and the Articles of Association of the Company, such as the adoption of the financial statements, the decision on dividend distribution and the amendment of the Articles of Association, elects the Board of Directors and auditors, and decides on their remuneration. The Annual General Meeting is held once a year and an Extraordinary General Meeting is convened when necessary.

A shareholder who is recorded in United Bankers Plc’s Shareholder Register on the record date of a General Meeting shall have the right to participate in the General Meeting and exercise voting rights. Shareholders may exercise their rights at the General Meeting either in person or through their authorised representative. According to the Articles of Association, the Company’s shares belong to the book-entry system. Each share in the Company entitles its holder to one (1) vote in the General Meeting. When distributing funds of the Company, the rights of all shares in the Company are equal.

In accordance with the Finnish Companies Act, most of the decisions of the General Meeting require a simple majority of the votes cast at the meeting. Certain matters to be discussed at the General Meeting, such as directed share issues, require a two-thirds majority of the votes cast and shares represented at the meeting. The candidate with the highest number of votes in an election will be elected unless it is decided before the election that more than half of the votes cast will be required for a candidate to be elected.

Notice to General Meeting and meeting materials

United Bankers Plc delivers a notice of the General Meeting to the shareholders no earlier than two (2) months and no later than three (3) weeks prior to the meeting, however, no later than nine (9) days before the record date of the General Meeting. The notice of the General Meeting shall include a proposal for the agenda of the meeting, and sufficient information shall be made available to the shareholders on the matters to be dealt with.

The Company will post the following meeting materials on its website no later than three (3) weeks prior to the General Meeting:

Notice of the General Meeting
Proposals to the General Meeting
Documents to be submitted to the General Meeting
The remuneration policy and remuneration report, if necessary
The financial statements, annual report and auditor’s report, provided that the General Meeting will discuss the financial statements.

If the decision to be taken relates to a share issue, stock options or other special rights entitling to shares, an increase of the share capital, payment of dividends, equity repayment from the invested unrestricted equity fund, reduction of share capital, acquisition or disposal of own shares or liquidation of United Bankers Plc, and the financial statements are not discussed in such General Meeting , the following information shall also be made available on the website at least three (3) weeks before the meeting:

The latest financial statements, annual report and auditor’s report;
Any decisions on the distribution of funds made after the end of the last financial year;
Any half-year financial reports prepared after the end of the last financial year; and
Report of the Board of Directors on events that materially affect the company’s position after the preparation of the financial statements or the half-year financial report.

Pursuant to the Finnish Companies Act, a shareholder has the right to have a matter dealt with by the General Meeting that pursuant to the Finnish Companies Act shall be discussed at the General Meeting, if he or she demands it in writing from the Board of Directors in good time so that such matter can be included in the notice of the General Meeting. The Company indicates in good time on its website the date by which a shareholder shall inform the Board of Directors of the matter that he or she demands to be addressed at the Annual General Meeting. Such a demand is always considered to have arrived on time if the Board of Directors has been informed about it at the latest four (4) weeks before the notice of the General Meeting is sent out.

Minutes of the General Meeting

United Bankers Plc shall make available on its website the minutes of the General Meeting together with the voting results within two (2) weeks of the meeting. The materials will be available for at least three (3) months from the General Meeting.