Notice to Aktia Bank Plc's Annual General Meeting 2026

Aktia Bank Finland

closer to the company's Annual General Meeting.

Should any of the candidates presented above not be able to attend the Board, the available candidates are proposed to be elected accordingly.

All the proposed persons are independent in relation to the significant shareholders according to the definition of the Corporate Governance Code, and all others except Juha Hammarén are also independent of the company. Juha Hammarén is not independent of the company, as he has held various executive positions within the company from 2014 onwards until the end of 2024, including serving as the CEO from February 2023 until the end of May 2024.

All the proposed persons have informed that they intend, if they are elected, to re-elect Juha Hammarén amongst them as Chair of the Board of Directors and to re-elect Joakim Frimodig as Deputy Chair.

           

14.  Resolution on the auditor's and sustainability reporting assurance provider's remuneration

The Board of Directors proposes, based on the recommendation of the Board of Directors' Audit Committee, that remuneration shall be paid to the auditor against the auditor's reasonable invoice. The Board of Directors also proposes that remuneration shall be paid to the sustainability reporting assurance provider against a reasonable invoice for measures related to the assurance of sustainability reporting.

           

15.  Determination of the number of auditors and sustainability reporting assurance providers

The Board of Directors proposes, based on the recommendation of the Board of Directors' Audit Committee, that the number of auditors and sustainability reporting assurance providers shall be one (1).

           

16.  Election of the auditor and the sustainability reporting assurance provider

The Board of Directors proposes, based on the recommendation of the Board of Directors' Audit Committee, that KPMG Oy Ab, a firm of authorised public accountants, shall be elected as auditor, with Tiia Kataja, APA, as auditor-in-charge. The Board of Directors also proposes, based on the recommendation of the Board of Directors' Audit Committee, that KPMG Oy Ab, an Authorised Sustainability Audit Firm, shall be elected as sustainability reporting assurance provider, with Tiia Kataja, Authorised Sustainability Auditor (ASA), as sustainability reporting assurance provider-in-charge. The auditor and the sustainability reporting assurance provider shall be elected for a term of office beginning when the Annual General Meeting 2026 has ended and continuing up until the Annual General Meeting 2027 has ended.

           

17.  Authorising the Board of Directors to decide on one or more issues of shares or special rights entitling to shares referred to in Chapter 10 of the Finnish Companies Act

The Board of Directors proposes that the General Meeting authorises the Board of Directors to issue shares, or special rights entitling to shares referred to in Chapter 10 of the Companies Act, as follows:

A maximum amount of 7,351,000 shares can be issued based on this authorisation, which corresponds to approximately 10% of all shares in the company.

The Board of Directors is authorised to decide on all terms for issues of shares and of special rights entitling to shares. The authorisation concerns the issuance of new shares. Issues of shares or of special rights entitling to shares can be carried out in deviation from the shareholders' pre-emptive subscription right to the company's shares (directed share issue).

The Board of Directors has the right to use this authorisation, among other things, to strengthen the company's capital base, for the company's share-based incentive scheme, acquisitions and/or other corporate transactions.

The authorisation is effective for 18 months from the resolution by the General Meeting and revokes the issue authorisation given by the Annual General Meeting on 3 April 2025.

           

18.  Authorising the Board of Directors to decide on the acquisition of the company's own shares

The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to decide on the acquisition of 500,000 shares at a maximum, corresponding to approximately 0.7% of the total number of shares in the company.

The company's own shares may be acquired in one or several tranches using the unrestricted equity of the company.

The company's own shares may be acquired at a price formed in public trading on the date of the acquisition, or at a price otherwise prevailing on the market. The company's own shares may be acquired in a proportion other than that of the shares held by the shareholders (directed acquisition).

The company's own shares may be acquired to be used in the company's share-based incentive schemes and/or for the remuneration of the members of the Board of Directors, for further transfer, retention, or cancellation.

The Board of Directors is authorised to decide on all additional terms concerning the acquisition of the company's own shares.

The authorisation is effective for 18 months from the resolution by the General Meeting and revokes the authorisation to purchase the company's own shares given by the Annual General Meeting on 3 April 2025.

           

19.  Authorising the Board of Directors to decide to divest the company's own shares

The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to decide on divesting own shares held by the company, as follows.

Based on the authorisation, a maximum of 500,000 shares may be divested.

The Board of Directors is authorised to decide on all additional terms concerning the divestment of the company's own shares. The divestment of the company's own shares can be carried out in deviation from the shareholders' pre-emptive subscription rights to shares in the company (directed share issue), e.g., for implementing the company's incentive programs and for remuneration, including divesting the company's own shares to board members for payment of board remuneration.

The authorisation is effective for 18 months from the resolution by the General Meeting and revokes the authorisation to divest the company's own shares given by the Annual General Meeting on 3 April 2025.

20.  Closing of the meeting

 

B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Aktia Bank Plc's website www.aktia.com. Aktia Bank Plc's Annual Report including the company's financial statements, the report by the Board of Directors (including the sustainability report), the Auditor's report and the assurance report on sustainability reporting, and the 2025 Remuneration Report of the governing bodies, will be available on the above-mentioned website on 11 March 2026, at the latest. The minutes of the Annual General Meeting will be available on the above-mentioned website on 15 April 2026, at the latest.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered in the company's register of shareholders maintained by Euroclear Finland Ltd as at 20 March 2026, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in their personal Finnish book-entry account is registered in the company's register of shareholders. Any changes in the ownership of shares that have occurred after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting nor the number of votes of the shareholder.

Registration for the Annual General Meeting starts on 5 March 2026 at 10.00 a.m. Shareholders who are registered in the company's register of shareholders and who wish to participate in the Annual General Meeting must register for the General Meeting by 4.00 p.m. on 25 March 2026, at the latest. Participants can register for the Annual General Meeting:

a) through the company's website www.aktia.com/en/investors/corporate-governance/annual-general-meeting. Electronic registration requires strong identification of the shareholder or his/her legal representative or proxy with a Finnish, Swedish or Danish bank ID or mobile certificate;

b) by e-mail to Innovatics Oy at [e-mail]. A shareholder registering by e-mail shall include in the message the registration form available on the company's website www.aktia.com/en/investors/corporate-governance/annual-general-meeting and a possible advance voting form or equivalent information; or

c) by mail to Innovatics Oy, Annual General Meeting / Aktia Bank Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki. A shareholder registering by mail shall include in the message the registration form available on the company's website www.aktia.com/en/investors/corporate-governance/annual-general-meeting and a possible advance voting form or equivalent information.

When registering, please provide the necessary information, such as the shareholder's name, date of birth or business ID, contact details, the name of any assistant or proxy representative and the proxy's date of birth. The personal data provided by shareholders to Aktia Bank Plc or Innovatics Oy will only be used in connection with the Annual General Meeting and the processing of the necessary registrations related thereto.

The shareholder, his/her representative or proxy must be able to prove his/her identity and/or right of representation at the meeting. Further information on the use of proxy and power of attorney are described below in section C 3.

Further information on registration and advance voting is available by telephone during the registration period of the Annual General Meeting by calling at [phone] on weekdays from 9.00 a.m. to 12.00 p.m. and from 1.00 p.m. to 4.00 p.m.

2. Owners 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 20 March 2026 would be entitled to be registered in the company's register of shareholders maintained by Euroclear Finland Ltd. Participation also requires that the shareholder has been entered into the company's temporary register of shareholders, maintained by Euroclear Finland Ltd, on the basis of such shares by 27 March 2026 at 10.00 a.m. at the latest. In the case of nominee-registered shares, this is considered registration for the Annual General Meeting. Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the shareholder's voting rights.

The holder of nominee-registered shares is advised to request well in advance the necessary instructions from his/her custodian bank regarding temporary registration in the register of shareholders, the issuing of proxy documents and voting instructions, registration, and attendance at the Annual General Meeting and, if necessary, advance voting. The account manager of the custodian bank shall register the holder of nominee-registered shares attending the Annual General Meeting in the temporary register of shareholders of the company by the aforementioned date and time at the latest and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares.

3. Proxy representatives and powers of attorney

A shareholder may attend the Annual General Meeting and exercise his/her rights there through a proxy representative. A shareholder's proxy may also elect to vote in advance as described in this notice if he/she so wishes. The proxy representative shall authenticate to the electronic registration service and advance voting personally with strong authentication, after which he/she will be able to register and vote in advance on behalf of the shareholder that he/she represents. The shareholder's proxy must present dated proxy documents, or otherwise in a reliable manner prove that he/she is entitled to represent the shareholder at the Annual General Meeting. You can prove your right to representation by using the Suomi.fi e-Authorisations service available in the electronic registration service. 

Model proxy documents and voting instructions are available on the company's website www.aktia.com/en/investors/corporate-governance/annual-general-meeting. If a shareholder participates in the Annual General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.

Proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, Annual General Meeting / Aktia Bank Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to [e-mail] before the end of the registration period. In addition to submitting the proxy documents, the shareholder or his/her proxy shall register for the Annual General Meeting in the manner described above in this notice.

4. Advance voting

A shareholder whose shares in the company are registered in his/her personal Finnish book-entry account may vote in advance between 5 March 2026 and 25 March 2026 on certain items on the agenda of the Annual General Meeting

a) via the company's website at www.aktia.com/en/investors/corporate-governance/annual-general-meeting. Login to the service is done in the same way as for registration in section C.1 of this notice;

b) by mail by submitting the advance voting form available on the company's website or equivalent information to Innovatics Oy at Innovatics Oy, Annual General Meeting / Aktia Bank Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland; or

c) by e-mail by submitting the advance voting form available on the company's website or equivalent information to Innovatics Oy by e-mail at [e-mail].

Advance votes must be received by the time the advance voting ends. The submission of votes by mail or e-mail before the end of the registration and advance voting period shall be considered registration for the Annual General Meeting, provided that it contains the abovementioned information required for registration.

A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Finnish Companies Act unless he/she attends the Annual General Meeting in person or by proxy at the meeting venue.

With respect to nominee registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom he/she represents in accordance with the voting instructions given by them during the registration period set for the nominee-registered shareholders.

Proposals for resolution that are subject to advance voting are deemed to have been made at the Annual General Meeting without any changes.

5. Further instructions for attendees of the Annual General Meeting

The official language of the meeting is Swedish, but the meeting will be partly conducted also in Finnish. Shareholders may address the meeting and present questions in both Swedish and Finnish. There is no simultaneous interpretation at the meeting.

Shareholders present at the Annual General Meeting have the right to present questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Companies Act.

Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the shareholder's voting rights.

After the general meeting, sparkling wine and cocktail snacks will be served in honor of Aktia's 200th anniversary.

On the date of this notice to the Annual General Meeting the total number of shares in Aktia Bank Plc is 73,512,442 shares, representing 73,512,442 votes. The company holds on the date of this notice a total number of 37,343 of its own shares. The shares held by the company on the record date of the Annual General Meeting do not entitle to vote at the Annual General Meeting.

Helsinki, 4 March 2026

AKTIA BANK PLC
BOARD OF DIRECTORS

Appendix 1: Organisational Document of the Annual General Meeting

Appendix 2: Information on the proposed new member of the Board of Directors

For more information, please contact:
Juha Hammarén, Chair of the Board, tel. [phone]
Ari Syrjäläinen, General Counsel, tel. [phone], Email ir (at) aktia.fitiasta: aktia.com.

Distribution:
Nasdaq Helsinki Ltd
Central media
www.aktia.com

Aktia, celebrating its 200th anniversary this year, is a growing Finnish financial group. Since 1826, our mission has been to safeguard and increase the wealth and well-being of our customers and society as a whole. Our operations are based on strong values, long-term commitment, and trust. We provide expert, personal support to our customers across Finland, helping them develop their finances and build prosperity across generations. Our award-winning asset management business also sells investment funds internationally. Our strong business model is based on complementary wealth management, life insurance, and banking services. We employ approximately 825 people around Finland. Aktia's gross assets under management (AuM) on 31 December 2025 amounted to EUR 16.6 billion and the balance sheet total was EUR 12.0 billion. Aktia's share is listed on Nasdaq Helsinki Ltd (AKTIA). Read more about Aktia: aktia.com.

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The following files are available for download:

https://mb.cision.com/Main/23592/4316656/3964727.pdf

Notice to Aktia Bank Plc's Annual General Meeting 2026

https://mb.cision.com/Public/23592/4316656/876b92563e132c30.pdf

Appendix 2

https://mb.cision.com/Public/23592/4316656/97024ddcdf4202be.pdf

Appendix 1

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