United Bankers Oyj : Corporate Governance Statement

United Bankers Plc

Corporate Governance Statement 2022

unitedbankers1 .fi

1. Introduction

United Bankers Plc (hereinafter "United Bankers" or "Company") is a Finnish public limited liability company, whose shares are publicly traded on the official list of Nasdaq Helsinki Ltd ("Helsinki Stock Exchange") under the ticker symbol UNITED.

This Corporate Governance Statement has been devised separately from the Board of Directors' annual report. This statement does not constitute a part of the official financial statements. The Board of Directors of United Bankers has adopted this Corporate Governance Statement on 16 February 2023. This statement, along with the Company's Financial Statements, Board of Directors' Re- port, and Audit Report, as well as all other documents required by the Corporate Governance Code, are available on United Bankers' website at www.unitedbankers.fi.

United Bankers complies with all of the recommendations in the Corporate Governance Code for Finnish Listed Companies issued by the Finnish Securities Market Association on 1 January 2020 (the "CG Code"). The CG Code is available from the website of the Finnish Securities Market Association at www.cgfinland.fi.

United Bankers' corporate governance is based on its Articles of Association, the Companies Act, the Securities Market Act, the Market Abuse Regulation (MAR), regulations and guidelines issued by the Finnish Financial Supervisory Authority, as well as the rules

and insider guidelines of Helsinki Stock Exchange. In its capacity as an entity owning investment services companies and a fund management company, the Company is obligated to abide by the national and European-level financial industry regulation. Conse- quently, corporate governance of the Company entails complying with the Act on Investment Services, Act on Credit Institutions to the extent applicable, the provisions of the Act on Mutual Funds and Act on Alternative Investment Fund Managers, as well as the guidelines issued by the European Banking Authority (EBA) and the European Securities Market Authority (ESMA).

2. Descriptions Concerning Corporate Governance

2.1 Governance Structure

In addition to the parent company United Bankers, acting as the holding company, the United Bankers Group encompasses five subsidiaries fully owned by the Company: UB Asset Management Ltd, UB Brokerage Company Ltd, UB Fund Management Company Ltd, UB Securities Ltd, and UB Nordic Forest Management Ltd, the four first-mentioned of which constitute licensed companies subject to the supervision of the Finnish Financial Supervisory Authori- ty. In addition, the United Bankers Group includes the subsidiaries of the aforementioned subsidiaries (hereinafter, all of the aforementioned companies, along with their subsidiaries, jointly referred to as "United Bankers Group").

United Bankers Plc

CEO Patrick Anderson

UB ASSET MANAGEMENT	UB FUND MANAGEMENT	UB SECURITIES	UB NORDIC FOREST	UB BROKERAGE COMPANY
CEO Jani Lehti	COMPANY	CEO Ville Väisänen	MANAGEMENT	CEO Jukka Rasku
	CEO John Ojanperä		CEO Jyri Hietala

1 ISIN Code FI4000081427.

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The administration, management, and oversight of United Bankers is divided between the General Meeting of Shareholders, the Board of Directors and the CEO as described below. In the operative management of the Company, the CEO is assisted by the other members of the Company's Management Team, consisting of the directors of the various business segments of the United Bankers Group, as well as of the directors of different Group functions. The Management Team manages matters relating to the entire Group. The Management Team assists the CEO in the adoption and implementation of Group-level operating principles and procedures. The CEO acts as the Chairman of the Management Team.

The planning, strategic management, steering, and risk management of the operations of the United Bankers Group have been centralised within the parent company United Bankers. The Board of Directors of the parent company also addresses certain more far-reaching and substantial matters of the subsidiaries in its meet- ings, as well as exercises ownership control in all its subsidiaries. The Board of Directors of the parent company addresses matters from the group's perspective and at a more general level than the Boards of the subsidiaries.

In each subsidiary, executive power is vested not only with the parent company, but also with the subsidiary's own Board of Directors and CEO. The Boards of the licenced companies belonging to the United Bankers Group have adopted the intra-group guidelines, governance and steering systems, processes and mechanisms affirmed by the Board of Directors of the parent company as binding upon the companies to ensure the organisation of effective and reliable corporate governance. Regardless of group-level decision -making, licensed companies within the Group are responsible for carrying out the duties assigned to them under the legislation and authority regulations.

2.2 General Meeting of Shareholders

The General Meeting constitutes United Bankers' highest decision -making body, where shareholders of the Company participate in the steering and supervision of the Company. At the General Meeting, each United Bankers share confers one (1) vote. By attending the General Meeting either in person or via a proxy, share-

holders may exercise their right to speak and vote and to participate in the decision-making in matters related to the Company.

The matters to be addressed at the General Meeting have been determined in the Companies Act and in United Bankers' Articles of Association. In addition to the matters determined by legislation and the Articles of Association, the General Meeting discusses any matter presented to the meeting by the Board of Directors. Pursuant to the Companies Act, also the shareholders have the right to have a matter falling under the competence of the General Meeting discussed at the meeting. The Company announces annually on its website, on 31 December at latest, the date by which shareholders must submit to the Company's Board of Directors any matter they wish the subsequent Annual General Meeting of Shareholders to discuss.

Notice of the General Meeting is published at earliest of two (2) months and at latest of three (3) weeks prior to the General Meet- ing, however, no less than nine (9) days prior to the date of record of the General Meeting. The notice is published by means of a stock exchange release and on the Company's website. Further- more, at its discretion, the Board of Directors may announce the General Meeting in one or more newspapers. Documents to be presented at the General Meeting and proposals of the Board of Directors to the General Meeting are made available for review on the United Bankers' website latest of three (3) weeks prior to the General Meeting.

To ensure the interaction between the shareholders and the Com- pany's governing bodies, as well as the shareholders' right to pose questions, the Chairman of the Board of Directors, members of the Board of Directors, and the CEO are present at the General Meeting. In addition, a nominee for the Board of Directors must be present at the General Meeting resolving upon their election. Furthermore, the auditor of the Company must be present at the Annual General Meeting of Shareholders.

In 2022, the Annual General Meeting of Shareholders was held in Helsinki on 23 March 2022. Pursuant to the Act on Temporary Deviations from the Finnish Limited Liability Companies Act (375/2021), the Company's Board of Directors resolved that the Company's

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shareholders and shareholders' proxies could participate in the General Meeting and exercise shareholder rights only by voting in advance, as well as by submitting counterproposals and posing questions in advance. A total of 19 shareholders attended the General Meeting either in person or by a proxy. Approximately 38 per cent of the votes conferred by all the shares were represented at the meeting. The shareholders did not submit any counterproposals or pose any questions.

In order to ensure the safe organisation of the General Meeting due to the COVID-19 pandemic that prevailed at the time, exceptionally only the Chairman of the General Meeting, the supervisor of vote tallying and the examiner of the minutes, the Company's CEO, members of the Board of Directors and the Company's General Counsel were physically present at the meeting. Additionally, a representative of Euroclear Finland Ltd, the provider of the registration and voting service for the General Meeting, attended the General Meeting via a remote connection.

An Extraordinary General Meeting of Shareholders is convened when deemed expedient by the Board of Directors. In addition, the auditor and shareholders representing more than ten (10) per cent of the Company's shares, have the right to require the convening of an Extraordinary General Meeting to process a matter they have brought forth. No Extraordinary General Meetings were convened in 2022.

2.3 Board of Directors

2.3.1 Composition of the Board of Directors

The General Meeting elects the members of the Board of Directors. The names of the candidates are stated in the notice of the General Meeting.

Pursuant to the Articles of Association, the Board of Directors must consist of no less than four (4) and no more than eight (8) ordi-

nary members. The Board of Directors elects their Chairman and Vice Chairman from among its members. Members of the Board of Directors are elected for a term of one year, ending at the adjournment of the first Annual General Meeting of Shareholders following the election. The General Meeting resolves upon the remuneration payable to the members of the Board of Directors.

The Company's Articles of Association do not contain any provisions regarding the order in which the members of the Board of Directors are to be appointed. The proposal to the Annual General Meeting of Shareholders as to the composition and remuneration of the Board of Directors is submitted by the major shareholders of the Company.

The Company discloses the following personal and ownership information concerning the members of the Board of Directors: name, year of birth, year of commencement of Board membership, education, nationality, principal occupation, as well as the number of Company shares owned by them and/or their controlled corpo- rations. Additionally, any dependency on the Company or the major shareholders of the Company, as well as grounds on which the member of the Board of Directors is not considered independent, are stated. The criteria are available on the Company's website at www.unitedbankers.fi/en/oyj/sijoittajat/hallinnointi/hallitus.

The Company's major shareholders are responsible for all proposals concerning Board composition and remuneration. Evaluation of the knowledge, skills, and experience of the members of the Board of Directors is conducted in accordance with the financial industry regulation, concerning both new members and on a regular basis, all members of the Board of Directors. In addition, the board nominations seek to foster diversity within the Board of Directors.

On 23 March 2022, the Annual General Meeting of Shareholders confirmed the number of the members of the Board of Directors at seven (7) and elected the following members to United Bankers' Board of Directors:

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Board Member	Born	Member since	Education		Nationality	Main occupation	Shares held in
							United Bankers
							31 Dec 2022*)
Johan Linder,	1959	2010	LL.M		Finnish	United Bankers Plc, Chairman of	35 000
Chairman						the Board, Oy Karl Fazer Ab, Board
since 2010						member
Lennart Robertsson,	1959	2017	BSc (Econ and		Swedish	United Bankers Plc, Vice Chairman	2 410
Vice Chairman			Bus Admin)			of the Board; InterFagervik AB,
since 2018						founder, Chairman of the Board
Rainer Häggblom	1956	2014	MSc (Agriculture		Finnish	Häggblom & Partners Ltd. Oy,	61 480
			and Forestry),			Chairman of the Board
			MSc (Econ and
			Bus Admin)
Antti Asunmaa**)	1981	2018	MSc (Econ and		Finnish	UB Asset Management Ltd and	1 089 144
			Bus Admin)			UB Brokerage Company Ltd,
						Chairman of the Board until
						4 November 2022; Amos
						Partners Oy, Board member;
						Taito Capital Oy, Board member
						and CEO; Future Group Oy, Board
						member
Tarja Pääkkönen	1962	2018	MSc (Tech),		Finnish	Boardman Oy, Partner	8 817
			DSc (Tech)
Eero Suomela	1953	2020	MSc (Econ and		Finnish	Board professional	3 500
			Bus Admin)
Rasmus Finnilä	1960	2022 (a member	MSc (Econ and		Finnish	Asset Manager, UB Asset Manage-	1 078 541
		also during	Bus Admin)			ment Ltd
		2013-2020)
*) Number of Company shares held by the Board members and their controlled corporations at the end of the financial period on 31 December 2022.	Total 2 278 892
**) Resigned from his position as a member of the Board of Directors as of 4 November 2022

Elected in the preceding Annual General Meeting of Shareholders, Carl-Gustaf von Troil acted as a member of the Board of Directors until the Annual General Meeting of Shareholders held on 23 March 2022. Antti Asunmaa resigned from his position as a member of the Board of Directors as of 4 November 2022.

The Board of Directors elected Johan Linder as its Chairman and Lennart Robertsson as its Vice Chairman. Nina Rosenlew, General Counsel, acted as the secretary to the Board of Directors.

The members of the Board of Directors are not a part of the operative management of the company.

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