Proposal of the Shareholders’ Nomination Board to Annual General Meeting 2024

ALISA BANK PLC STOCK EXCHANGE RELEASE 24.1.2024 AT 15.00 EET

Proposal of the Shareholders’ Nomination Board for the composition of the Board of Directors and the remuneration of the members of the Board of Directors

Proposal for the composition of the Board of Directors

The Shareholders’ Nomination Board proposes to the 2024 Annual General Meeting that the number of the members of the Board of Directors is six (6).

The Shareholders' Nomination Board also proposes for a period until the end of the next Annual General Meeting that the present members of the Board of Directors Sami Honkonen, Lea Keinänen, Johanna Lamminen, Jorma Pirinen, Markku Pohjola and Tero Weckroth be re-elected to the Board.

The present member Teuvo Salminen has announced that he is no longer a candidate for the Board.  

The Shareholders' Nomination Board proposes to the Annual General Meeting that Markku Pohjola be elected as Chairman of the Board and Johanna Lamminen as Vice Chairman.

All proposed Board Members are estimated to be independent of the company. In addition, all proposed Board Members are estimated to be independent of the company's significant shareholders.

More information of all proposed Board Members can be seen on the company's website at www.alisabank.com/annual-general-meeting-2024.

Proposal for remuneration of the Board

The Shareholders' Nomination Board’s proposal is that the Board's remuneration will be paid in company shares in accordance with the current policy.

The shareholders' Nomination Board proposes to the Annual General Meeting that the fixed monthly remuneration of the Board Members will be determined as an annual remuneration and paid once a year.

The Shareholders' Nomination Board proposes to the Annual General Meeting that the annual remuneration of the Board Members elected at the Annual General Meeting for the term of office, which ends at the end of the 2025 Annual General Meeting, remains unchanged, i.e. is as follows:

• EUR 60,000 for the Chairman of the Board
• EUR 48,000 for Vice Chairman and Committee Chairs (however, the fee is not paid twice, if the Chairman/Vice Chairman also serves as Committee Chair)
• EUR 38,400 for each other Board Member.

The Nomination Board proposes that approximately 40 percent of the annual fees be paid in Alisa Bank Plc shares purchased from the market on behalf of the Board Members, or alternatively by handing over the company's own shares or issuing new shares.

When transferring the company's own shares or issuing new shares, the share conversion rate is the weighted average price of the company's share exchange in Nasdaq Helsinki Oy for the period of five trading days after the publication of the company's half-year report 2024. The company is responsible for the costs and possible transfer tax arising from the acquisition, transfer or giving of the shares. The rest of the annual fee is paid in cash, which covers the taxes arising from the fee.

The shares will be acquired directly on behalf of the Board Members within two weeks after the company's 2024 half-year report is announced. The transfer of the company's own shares or the issuance of new shares takes place as soon as possible after the reward has been converted into shares. If the acquisition, transfer or giving of the shares cannot be carried out at the aforementioned time due to legal or other regulatory restrictions or for another reason related to the company or the Board Member, the shares will be acquired, transferred or given later or the annual remuneration will be paid in full in cash.

Alisa Bank Plc

Shareholders' Nomination Board

Further information

Maunu Lehtimäki, Chairman of the Nomination Board, [email protected], tel. +358 505 533 000

Alisa Bank in brief

Alisa Bank Plc is a Finnish digital bank that helps both personal and business customers to manage their day-to-day finances in a flexible and straightforward manner. For example, offering a business loan with Finnvera Guarantee. For savers, we offer an attractive interest rate on deposits. Alisa Bank Plc is regulated by the Financial Supervisory Authority of Finland and listed on Nasdaq Helsinki’s main list (ALISA). www.alisabank.com