United Bankers Plc
Notice to general meeting
26 February 2026 at 10.00 a.m. EET

United Bankers Plc’s Notice to the Annual General Meeting

Notice to convene is given to the shareholders of United Bankers Plc (“Company”) to the Annual General Meeting to be held on Friday 20 March 2026 as of 1.00 p.m. (EET) at the Finlandia Hall’s Helsinki-hall, Mannerheimintie 13 e, 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.

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 of the Annual General Meeting.

Shareholders, who are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the Annual General Meeting, will be able to follow the meeting through a webcast. The webcast starts on 20 March 2026 at 1.00 p.m. (EET). Further instructions regarding registration for and following the webcast can be found on the Company’s website at https://unitedbankers.fi/en/united-bankers-group/corporate-governance/annual-general-meeting/. It is not possible to ask questions, make counterproposals or speak or vote through the webcast. Following the webcast is not considered as participation in the Annual General Meeting or exercise of the shareholder rights.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

1. Opening of the Meeting

2. Calling the Meeting to order

3. Election of persons to confirm the minutes and to supervise the counting of votes

4. Recording the legality of the Meeting

5. Recording the attendance at the Meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2025

Review by the CEO.

United Bankers’ annual accounts, the report of the Board of Directors and the auditor's report are available on the Company’s website at https://unitedbankers.fi/en/united-bankers-group/investors/.

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends

The Board of Directors proposes that a dividend of EUR 1.16 per share be paid based on the balance sheet adopted for the financial year 2025. The proposal corresponds to a dividend totalling EUR 12,628,366.68 calculated with the number of outstanding shares at the close of the financial year.

The Board of Directors proposes that the dividend be paid in two instalments as follows:

• The first dividend instalment of EUR 0.58 per share is to be paid to shareholders registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date for the first dividend instalment 24 March 2026. The Board of Directors proposes that the payment date of the first dividend instalment be 31 March 2026.
• The second dividend instalment of EUR 0.58 per share is to be paid to shareholders registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date for the second dividend instalment 25 September 2026. The Board of Directors proposes that the payment date of the second dividend instalment be 2 October 2026.

The Board proposes it be authorised to resolve, if necessary, on a new record date and payment date for the second dividend instalment, if the rules of Euroclear Finland Oy or statutes of the Finnish book-entry system change or otherwise so require.

On 31 December 2025, the distributable funds of the parent company amounted to EUR 46.0 million, of which retained earnings EUR 25.1 million.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Presentation and adoption of the remuneration report

The remuneration report for governing bodies is available on the Company’s website at https://unitedbankers.fi/en/united-bankers-group/corporate-governance/annual-general-meeting/. The General Meeting’s resolution on the adoption of the remuneration report is advisory.

11. Presentation and adoption of the remuneration policy

The remuneration policy for governing bodies is available on the Company’s website at https://unitedbankers.fi/en/united-bankers-group/corporate-governance/annual-general-meeting/. The General Meeting’s resolution on the adoption of the remuneration policy is advisory.

12. Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board proposes that the Chair of the Board of Directors be paid an annual remuneration of EUR 40,000, the Chair of the Audit Committee an annual remuneration of EUR 35,000, and other members of the Board of Directors an annual remuneration of EUR 30,000, except for such Board members who are employed by a United Bankers’ subsidiary company, and who shall not receive any remuneration for their Board work. The remuneration is proposed to cover the entire term and committee work. It is proposed that travel expenses be reimbursed in accordance with the company's travel policy.

If the Board has a full-time Chair of the Board, their remuneration may consist of the Board remuneration as well as employment-related compensation in accordance with the Company's remuneration policy for governing bodies. The independent members of the Company’s Board of Directors resolve on any employment-based remuneration of a full-time Chair of the Board, and it may consist of a fixed salary and other benefits.

13. Resolution on the number of members of the Board of Directors

The Shareholders' Nomination Board proposes that the number of the members of the Board of Directors be eight (8).

14. Election of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that the current members of the Board of Directors, Patrick Anderson, Elisabeth Dreijer von Sydow, Rasmus Finnilä, Rainer Häggblom, Lennart Robertsson and Eero Suomela, be re-elected, and that Antje Biber and Katherine Ireland be elected as new members of the Board of Directors. The term of members of the Board of Directors shall expire at the end of the following Annual General Meeting. The members of the Board of Directors elect the Chair and Vice Chair of the Board of Directors from among themselves. The current member of the Board of Directors, Tarja Pääkkönen, has informed that she will not be available for re-election.

All nominees have given their consent to the election. Information relevant to the Board work of the persons proposed for re-election as Board members as well as of the proposed new Board member candidates, Antje Biber and Katherine Ireland, is available on United Bankers’ website at https://unitedbankers.fi/en/united-bankers-group/corporate-governance/board-of-directors/. All Board members are required to fulfil the fit and proper requirements set by the Finnish Financial Supervisory Authority.

With regard to 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 Annual General Meeting. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for Board membership possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole has the best possible expertise and experience for the Company, and that the composition of the Board of Directors meets the diversity and other requirements of legislation and the Finnish Corporate Governance Code for listed companies.

15. Resolution on the remuneration of the auditor

The Board of Directors proposes that the auditor's fees be paid according to an invoice accepted by the Company.

16. Election of the auditor

The Board of Directors proposes that Oy Tuokko Ltd, a firm of authorised public accountants, be re-elected as the auditor of the Company for a term of office ending at the end of the following Annual General Meeting. Oy Tuokko Ltd has announced that Juha-Matti Heino, APA, would be acting as the principal auditor.

17. Authorising the Board of Directors to resolve on the repurchase and/or on the acceptance as pledge of own shares

The Board of Directors proposes that the Board of Directors be authorised to resolve on the repurchase and/or on the acceptance as pledge of the Company's own shares as follows:

The number of own shares to be repurchased and/or accepted as pledge shall not exceed 150,000 shares, which corresponds to approximately 1.37 per cent of the Company’s total number of shares on the date of this notice. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorisation.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

Own shares can be repurchased using, inter alia, derivatives. Own shares may be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Shares may be repurchased and/or accepted as pledge on the basis of the authorisation in order to, inter alia, develop the Company’s capital structure, to finance or carry out potential corporate acquisitions, investments or other arrangements related to the Company’s business activities, to be used in the Company’s incentive plans, to be disposed for other purposes or to be cancelled, if it in terms of the Company and its shareholders is justified.

The Board of Directors is authorised to resolve on all other matters related to the repurchase and/or accepting as pledge of the Company's own shares.

The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2027, and it cancels the authorisation granted by the Annual General Meeting on 21 March 2025 to resolve on the repurchase and/or acceptance as pledge of the Company’s own shares, to the extent it has not been used.

18. Authorising the Board of Directors to resolve on the issuance of shares and special rights entitling to shares

The Board of Directors proposes that the Board of Directors be authorised to resolve on the issuance of shares and special rights entitling to shares under Chapter 10, Section 1 of the Finnish Companies Act in one or several instalments as follows:

The total number of shares to be issued based on the authorisation shall not exceed 1,000,000 shares, which corresponds to approximately 9.12 per cent of the Company’s total number of shares on the date of this notice.

The Board of Directors is authorised to resolve on all terms and conditions of the issuing of shares and special rights entitling to shares. The authorisation covers the issuance of new shares and any treasury shares either against consideration or without consideration.

The issuance of shares and of special rights entitling to shares may also be carried out in deviation from the shareholders' pre‑emptive subscription rights (directed issue) within the limits set by the Finnish Companies Act. The authorisation may be used to develop the Company’s capital structure, finance or carry out acquisitions or other arrangements related to the Company’s business, finance investments, implement the Company’s share-based incentive schemes and/or for any other purposes as resolved upon by the Board of Directors. The Board of Directors may also resolve on a share issue without consideration to the Company itself.

The maximum number of shares to be issued for the implementation of the Company’s share-based incentive schemes shall not, in total, exceed 100,000 shares, which corresponds to approximately 0.91 per cent of the Company’s total number of shares on the date of this notice.

The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2027, and it cancels the authorisation granted by the Annual General Meeting on 21 March 2025 to resolve on the issuance of shares and special rights entitling to shares, to the extent it has not been used.

19. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals by the Board of Directors and the Shareholders’ Nomination Board for the resolutions on the matters on the agenda of the Annual General Meeting, this notice, the remuneration report, the remuneration policy as well as the Company’s annual report, which includes the annual accounts, the report of the Board of Directors and the auditor's report are available on the Company's website at https://unitedbankers.fi/en/united-bankers-group/corporate-governance/annual-general-meeting/ as from 26 February 2026 at the latest. The proposals by the Board of Directors and Shareholders’ Nomination Board and all other above-mentioned meeting documents will be available also at the Meeting.

The minutes of the Annual General Meeting will be available on the above-mentioned website as from 3 April 2026 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS OF THE ANNUAL GENERAL MEETING

1. Shareholder registered in the shareholders' register

Each shareholder, who on the record date of the Annual General Meeting, 10 March 2026, is registered in the shareholders' register of the Company held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on the shareholder’s Finnish book-entry account (including Finnish equity savings account) is automatically registered in the shareholders' register of the Company.

Registration for the Annual General Meeting commences on 2 March 2026 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 Annual General Meeting, shall register for the Meeting by giving prior notice of participation, which shall be received by the Company no later than on 17 March 2026 by 4.00 p.m. (EET).

Such notice can be given:

a) through United Bankers’ website at https://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 at https://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 at https://unitedbankers.fi/en/united-bankers-group/corporate-governance/annual-general-meeting/ or equivalent information.

In connection with the registration, a shareholder shall notify the requested information, such as the name of the shareholder, date of birth or business identity code, address, telephone number and/or e-mail address, as well as the name, date of birth and telephone number and/or e-mail address of a possible proxy representative. The personal data given to United Bankers Plc or Innovatics Ltd is used only in connection with the Annual General Meeting and with the processing of related registrations.

The shareholders, authorised representatives and proxy representatives shall, where necessary, be able to prove their identity and/or right of representation at the Meeting venue.

Additional information is also available during the registration period by telephone on Innovatics Ltd’s number +358 10 2818 909 from Monday to Friday 9.00 a.m. to 12.00 p.m. and 1.00 p.m. to 4.00 p.m. EET.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, 10 March 2026, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy. The right to participate in the Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register held by Euroclear Finland Oy at the latest by 17 March 2026 by 10.00 a.m. (EET). As regards nominee registered shares, this constitutes due registration for the Annual General Meeting.

Holders of nominee registered shares are advised to request without delay the necessary instructions regarding the temporary registration in the shareholder's register of the Company, the issuing of proxy documents and registration for the Annual General Meeting as well as advance voting from their custodian bank. The account manager of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders' register of the Company no later than by the time stated above. In addition, the account manager of the custodian shall take care of advance voting on behalf of the holder of nominee registered shares prior to the expiry of the registration period for holders of nominee registered shares.

Additional information is available on the Company’s website at https://unitedbankers.fi/en/united-bankers-group/corporate-governance/annual-general-meeting/.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative may also choose to vote in advance in the manner described in this notice.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Meeting by means of several proxy representatives representing the shareholder with shares held on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

A power of attorney and voting instruction template will be available on the Company’s website at https://unitedbankers.fi/en/united-bankers-group/corporate-governance/annual-general-meeting/. Possible proxy documents are to be delivered primarily as an attachment in connection with the registration to the Annual General Meeting or alternatively by mail to the address Innovatics Ltd, AGM / United Bankers Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by email to agm@innovatics.fi prior to the expiry of the registration period. In addition to delivering the proxy authorisation documents, shareholders or their proxy representatives shall see to registration for the Meeting in the manner set out above in this notice.

Shareholders may also use the electronic Suomi.fi authorisation service instead of the traditional proxy authorisation. In this case, the shareholder authorises a representative appointed by it in the Suomi.fi service at https://www.suomi.fi/e-authorizations using the authorisation topic “Representation at the General Meeting”. When registering, the representative must identify themselves using strong electronic authentication, after which they can register and vote in advance on behalf of the shareholder represented. The strong electronic authentication works with personal banking codes or a mobile certificate. For more information, see https://www.suomi.fi/e-authorizations and the Company’s website at https://unitedbankers.fi/en/united-bankers-group/corporate-governance/annual-general-meeting/.

4. Advance voting

A shareholder whose shares are registered on the shareholder’s Finnish book-entry account (including equity savings account) may vote in advance on certain items on the agenda of the Annual General Meeting during the period from 2 March 2026 at 10.00 a.m. (EET) until 13 March 2026 at 4.00 p.m. (EET), by the following means:

a) through United Bankers’ website at https://unitedbankers.fi/en/united-bankers-group/corporate-governance/annual-general-meeting/

Voting in advance 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 mail or email

A shareholder may submit the advance voting form available on the Company's website or corresponding information to Innovatics Ltd by email to agm@innovatics.fi or by mail to the address Innovatics Ltd, AGM / United Bankers Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. The advance voting form will be available on the Company’s website at the latest on 2 March 2026 at 10.00 a.m. (EET). Advance votes shall be received by the Company no later than on the expiry of the advance voting period. If a shareholder participates in the Annual General Meeting by submitting advance votes by mail or email to Innovatics Ltd, the submission of votes before the due date of the registration period and advance voting constitutes due registration for the Annual General Meeting provided that the information mentioned above in section C.1. required for the registration is received.

Shareholders who have voted in advance cannot exercise their right to ask questions or demand a vote at the Annual General Meeting under the Finnish Companies Act unless they participate in the Annual General Meeting at the Meeting venue in person or by way of proxy representation.

For holders of nominee registered shares, advance voting is carried out via the account manager of their custodian. The account manager of the custodian may cast advance votes on behalf of the holders of nominee registered shares in accordance with the voting instructions provided by the holders of nominee registered shares during the registration period for the nominee registered shares.

An agenda item subject to advance voting is considered to have been presented unchanged to the Annual General Meeting. The terms and conditions as well as other instructions concerning the advance voting are available on the Company’s website at https://unitedbankers.fi/en/united-bankers-group/corporate-governance/annual-general-meeting/.

Additional information regarding advance voting is also available during the registration period by telephone on Innovatics Ltd’s number +358 10 2818 909 from Monday to Friday 9.00 a.m. to 12.00 p.m. and 1.00 p.m. to 4.00 p.m. EET.

5. Other information

The Annual General Meeting will be held in Finnish.

The information concerning the Annual General Meeting required under the Finnish Companies Act and the Finnish Securities Market Act is available on the Company's website at https://unitedbankers.fi/en/united-bankers-group/corporate-governance/annual-general-meeting/. Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to ask questions and request information with respect to the matters to be considered at the Meeting.

On the date of this notice, 26 February 2026, the total number of shares and votes in United Bankers Plc is 10,963,043. On the date of this notice, the Company holds a total of 77,268 treasury shares.

Changes in the shareholdings after the record date of the Annual General Meeting shall not affect the right to participate in the Meeting nor the number of votes held by a shareholder in the Meeting.

In Helsinki 26 February 2026

United Bankers Plc

Board of Directors

Additional information:

Nina Rosenlew, General Counsel, United Bankers Plc
Email: nina.rosenlew@unitedbankers.fi
Telephone: +358 40 522 6519, +358 9 2538 0261

Investor Relations: ir@unitedbankers.fi

United Bankers in brief:

United Bankers Plc is a Finnish expert on asset management and investment markets, established in 1986. United Bankers Group’s business segments include asset and wealth management and capital markets services. In asset and wealth management, the Group specialises in real asset investments. United Bankers Plc is majority-owned by its key personnel, and the Group employs 165 employees (FTE) and 26 tied agents (31 December 2025). In 2025, the United Bankers Group’s revenue totalled EUR 57.1 million, and its adjusted operating profit amounted to EUR 16.7 million. The Group’s assets under management amount to approximately EUR 5.2 billion (31 December 2025). United Bankers Plc’s shares are listed on Nasdaq Helsinki Ltd. The Group companies are subject to the Finnish Financial Supervisory Authority’s supervision. For further information on United Bankers Group, please visit unitedbankers.fi.

DISTRIBUTION:
Nasdaq Helsinki
Main media
unitedbankers.fi