Alisa Pankki Oyj : Corporate Governance Statement 2025

About this update from Alisa Pankki Oyj

Alisa Bank Plc Corporate Governance Statement 2025 Table of content General Meeting of Shareholders 3 Invitation to a General Meeting 4 Shareholder rights 4 Board of Directors 4 Audit Committee 9 Personnel Committee 10 Shareholders' Nomination Board 10 CEO and Management Team 11 Shareholdings of the CEO, the Deputy CEO and other members of the Management Team 12 Risk management and internal control 13 Compliance 13 Internal audit 14 Financial reporting process 14 Insider administration 14 Insider lists and management transactions 15 Closed period 15 Duties of the insider administration 15 Disclosure 15 Related party transactions 16 Auditor 17 General information on governance Alisa Bank Plc is listed on the official list of Nasdaq Helsinki Ltd. The company is the parent company of the Group, and is a public limited company registered in Finland and governed by Finnish law. Its head office is in Helsinki. In addition to legislation, Alisa Bank's decision-making, administration and operations are guided by the regulations and guidelines of the Finnish Financial Supervisory Authority, the rules and guidelines of Nasdaq OMX Helsinki Stock Exchange, and other laws and regulations relating to the governance of public limited companies and credit institutions, as well as the company's values and internal operating principles. Alisa Bank has during 2025 complied with the Finnish Corporate Governance Code 2025 issued by the Securities Market Association. The code can be viewed on the internet at https://www.cgfinland.fi . The balanced representation of women and men referred to in the Corporate Governance Code 2025 will be reached by 30.6.2026. Until then, Alisa Bank Plc applies Recommendation 8 of Corporate Governance Code 2020. This Corporate Governance Statement has been prepared in compliance with the Corporate Governance Code. The statement is issued separately from the Board of Directors' Report and it has been reviewed by the company's Audit Committee and the Board of Directors. The company complies with all the recommendations of the Corporate Governance Code. ‌General Meeting of Shareholders The highest decision-making power in Alisa Bank is exercised by shareholders at General Meetings of Shareholders, where they participate in the supervision and control of the company. General Meetings are held at least once a year. In addition to the General Meeting, Alisa Bank's corporate governance model consists of the Board of Directors and the CEO. The Group's Management Team assists the CEO in the operative management of the company. The Annual General Meeting is held upon completion of the company's financial statements, at a place and on a date designated by the Board of Directors. The date must be no later than the end of June. An Extraordinary General Meeting will be convened if necessary. The General Meeting makes decisions on tasks that fall within its competence under the Limited Liability Companies Act including adopting the financial statements, distributing profit, discharging the members of the Board of Directors and the CEO from liability and amending the Articles of Association, if necessary. The General Meeting also elects the members of the Board of Directors and the auditors and decides on their remuneration. An Extraordinary General Meeting must also be held if the company's auditor or shareholders whose shares represent at least one tenth of all the shares issued by the company that are not held by the company request, in writing, that a General Meeting be convened to deal with a specific matter. ‌Invitation to a General Meeting Notice of the General Meeting shall be made with a stock exchange release and published on the company's website no earlier than three months and no later than three weeks before the General Meeting, however, no later than nine days before the record date of the General Meeting. ‌Shareholder rights Each shareholder of Alisa Bank Plc is entitled to participate in the General Meeting in accordance with the instructions provided in the notice of the General Meeting. Shareholders may participate in the General Meeting themselves or via proxies they have authorised. Each Alisa Bank Plc share entitles its holder to one (1) vote. In order to have the right to participate and vote in a General Meeting, a shareholder must be entered in the shareholder register maintained by Euroclear Finland no later than eight (8) business days prior to the General Meeting (the record date of the General Meeting). A nominee-registered shareholder who wishes to attend a General Meeting must apply for temporary registration in the shareholder register. The notice regarding temporary registration must be provided no later than on the date specified in the notice of the General Meeting which, by law, must be after the record date of the General Meeting. Such notice of temporary registration shall be deemed to be a notice of attendance at the General Meeting of Shareholders by a nominee-registered shareholder. A shareholder has the right to have a matter falling within the competence of the General Meeting dealt with by the General Meeting. A related request must be made in writing to the Board of Directors well in advance of the meeting, so that the matter can be mentioned in the notice. The company shall publish well in advance on its website the date by which shareholders must submit their request for a General Meeting to deal with matters. Such a request is deemed received on time if the Board of Directors receives notice no later than four (4) weeks before the notice of the General Meeting is sent. A certain number of shares is not required to be represented at a General Meeting in order to constitute a quorum, with certain exceptions as specified in the Limited Liability Companies Act. ‌Board of Directors The Board of Directors is responsible for Alisa Bank Plc's administration and appropriate organisation of operations. The Board of Directors has overall authority for deciding on all questions related to the company's administration and other matters which, under the law or the Articles of Association, do not belong to the General Meeting of Shareholders or the CEO. The Board of Directors meets regularly at least six times a year. If necessary, the Board of Directors can meet more often. The Board of Directors is quorate when more than half of the members are present. The Board of Directors is elected by the General Meeting of Shareholders. In accordance with the Articles of Association, the company's Board of Directors shall consist of at least four (4) and at most eight (8) regular members whose term shall expire at the close of the Annual General Meeting that follows their election. In 2025, the Company's Board of Directors included the following persons (W-woman, M-man): Markku Pohjola (chair), b. 1948, B.Sc. (Econ.) 1.1.2025 - 20.3.2025 M Jukka Salonen, b. 1959, Master of Science (Tech.) and Doctor of Science in Economics, 1.1.2025-20.3.2025 Member of the Board, 20.3.2025-4.4.2025 (chair) M Olli-Petteri Lehtinen, b.1960, Master of Science (Econ.) (chair) 27.5.2025 - 31.12.2025 Karri Haaparinne, b. 1967, graduate in business and marketing and eMBA, 20.3.2025-31.12.2025. Member of the Board M Sami Honkonen, b. 1983, Bachelor of Science (B.Sc.), Member of the Board M Johanna Lamminen (vice chair) b. 1966, Doctor of Science (Tech.) and MBA, W Peter Ramsay, b.1967, Master of Science (Econ.), 27.5.2025 - 1.12.2025, Member of the Board M Marjo Tomminen, b. 1962, MBA, graduate in business and marketing MTT, eMBA, 20.3.2025 - 31.12.2025, Member of the Board W Tero Weckroth, b. 1971, licensed pharmacist and MBA, Member of the Board M Further information on the members of the Board of Directors is available on the company's website: https://www.alisabank.com/management Independence of Board members The Board of Directors regularly assesses the independence of its members in accordance with legislation and the Corporate Governance Code. Based on the independence assessment, the Board members are deemed to be independent of Alisa Bank. The Board members are also deemed to be independent of Alisa Bank's significant shareholders, except for Peter Ramsay, who is not deemed to be independent of the bank´s significant shareholders due to his previous employment with Taaleri Oyj. Shareholdings of Board members The following table shows the shareholdings of the Board members and the holdings of their controlled organisations in the company. Shareholdings of the current Board Members on 31 December 2025 Diversity of the Board of Directors % of 850.000 0,57 800.000 0,53 650.000 0,43 648 182 0,43 563.035 0,38 411.235 0,27 305.266 0,20 270.082 0,18 114.136 0,08 97.872 0,07 89.772 0,06 Name Role Shares shares The composition of the Board of Directors takes account of the requirements imposed by regulation and the company's Wrcc Invest Oy Tero Weckroth Board member operations, and the stage of development of the company. A key diversity consideration is that the background, skills and member Karri Haaparinne Board member Tero Weckroth Board experience of the Board members support the company's business objectives in a broad range of areas and enable effective board work. Ramsay Invest Oy Peter Ramsay Fondlux Ab Peter Ramsay Sh Ventures Oy Sami Honkonen Board member Board member Board member In line with the Board's diversity objective, both genders should be represented on the Board. The Board shall have a balanced representation of men and women to ensure a sufficiently diverse composition and to adhere to the recommendations of the Finnish Corporate Governance Code 2025 Appointed by the largest shareholders, the Shareholders' Nomination Board prepares proposals for the General Meeting Sami Honkonen Board member Johanna Lamminen Board member member Olli-Petteri Lehtinen Board Chair Peter Ramsay Board Marjo Tomminen Board member on the composition of the Board of Directors. The Nomination Board conducts a broad screening of candidates and properly and carefully assesses the background, skills and merits of the various candidates with the purpose of ensuring a Board composition that is diverse and best suited to the company's needs. In addition to the qualifications of the candidates, the proposals consider the need to ensure the diversity and independence of the Board. The number of Board members and the composition of the Board must enable the Board to carry out its duties effectively. The Board's diversity policy is available on the company's website at https://www.alisabank.com/corporate-governance During 1.1.2025 - 20.3.2025 , 1/6 (17 %), during 20.3.2025 - 27.5. 2025 2/6 (34 %), and during 27.5.2025 - 31.12.2025 2/7 (29 %) of the Board Members were underrepresented gender. Main duties of the Board of Directors The Board of Directors is responsible for the company's administration and appropriate organisation of operations, and for ensuring that the company's accounting and asset management are appropriately organised. The Board of Directors handles all matters that are of extensive and fundamental importance for the operation of the company and its subsidiaries. The Board of Directors of Alisa Bank Plc has a written charter on the tasks of the Board, the matters to be dealt with, the meeting procedure and the decision-making process. According to the charter the main duties of the Board of Directors are: deciding upon the strategy and confirming the business strategy approving the company's risk strategy, risk management principles, the general risk appetite of different business areas, and the separately defined and binding business risk limits confirming the values adhered to in the operations of the company and its subsidiaries approving the company's key operating policies discussing and approving the annual and half-year reports determining the company's dividend policy and proposing to the General Meeting the amount of the dividend payable appointing the company's CEO and deciding on their salary and the terms and conditions of their employment confirming the appointments of the members of the company's Executive Committee and their remuneration deciding on the compensation systems for the company's senior management and on the principles of compensation systems for other personnel deciding on strategically or financially significant individual investments, acquisitions, divestments or restructuring confirming the company's internal control and risk management principles and addressing the most significant risks and uncertainties affecting the company's operations processing and approving the company's internal audit policies, action plan and audit reports processing and approving the policies, action plan and reports of the company's Compliance function being responsible for the other duties prescribed to the Board of Directors by the Limited Liability Companies Act or otherwise. The Board of Directors may, if necessary, set up committees to prepare the tasks for which it is responsible, if the scope of the company's activities or the efficient performance of the Board's duties so requires. The Board has established an Audit Committee and Personnel Committee to prepare matters to be handled by the Board. The committees have no independent decision-making power; instead, decisions are made by the Board on the basis of recommendations and information supplied by the committees. The committees make regular reports on their activities to the Board. The Board has approved written charters for the committees that provide more detailed guidance on their work. Work of the Board of Directors A Board meeting is quorate when more than half of the members are present. The Board's decision will be the opinion supported by more than half of those present, or, in the event of a tied vote, the opinion supported by the Chairman. If a Board member is unable to attend a meeting, they must immediately notify the Chairman of the Board, the CEO or the Secretary of the Board of their absence. Board meetings are attended by Board members. The CEO has the right to attend and speak at Board meetings, unless the Board decides otherwise in a specific case. The Board of Directors' meeting is also attended by the Secretary of the Board of Directors and, where appropriate, by another person whose presence is necessary for the matter being dealt with. A member of the Board of Directors may not take part in a discussion on a matter regarding the contract between him/her and the company. A Board member may not participate, in the Board of Directors of a company or its subsidiary, in the discussion of a contract when a person in a related-party relationship to him or her is a party to the transaction. What is stated above about a contract applies correspondingly to other legal actions and court proceedings. A member of the Board of Directors must personally inform the Board of Directors of their disqualification. Board meetings The Board's meeting schedule is set each calendar year as part of the Board's action plan. The Board of Directors shall meet on a date designated by the Board of Directors on average eight times a year, unless the Board of Directors decides otherwise. A Board meeting may also be held at other times if the Board so decides or if a Board member or the CEO so requests. The notice of the Board meeting, the main meeting materials and the minutes of the previous meeting shall be sent to the Board members no later than five (5) days before the meeting, if possible. The Board has met 24 times in 2025. Attendance of Board members at meetings: Karri Haaparinne (20.3.25-31.12.25) 19/22 Sami Honkonen 22/24 Johanna Lamminen 22/24 Olli-Petteri Lehtinen (27.5.25-31.12.25) 17/17 Markku Pohjola (1.1.25-20.3.25) 2/2 Peter Ramsay (27.5.25-31.12.25) 17/17 Jukka Salonen (1.1.25-4.4.25) 4/4 Marjo Tomminen (20.3.25-31.12.25) Tero Weckroth 19/22 22/24 Performance Evaluation of the Board of Directors The Board conducts an evaluation of its activities and working practices in the form of a self-evaluation once a year. The purpose of the evaluation of the Board's activities is to assess how the Board has performed during the year and to serve as a basis for assessing the Board's practices, its composition, and the election of potential new members. In 2025 the Board self-evaluation was conducted by utilizing a survey developed by Boardman which included a set of questions covering following aspects: Shareholders' intent Strategy and its implementation Finance and risk management Board composition Board work Chair of the board Board´s operating practices Effectiveness of the board work Board meeting material Managing director Management team The Board's committees ‌Audit Committee The Audit Committee is responsible for assisting the Board of Directors in ensuring that the company has an adequate internal audit system covering all operations and that the company's risk management has been arranged appropriately, and it also monitors the financial statements reporting process. The tasks of the Audit Committee also include preparing the auditor's selection, communicating with the auditor, and going through the auditor's reports as well as evaluating the auditor's and auditing firm's independence and related services. From 1.1.2025 until 20.3.2025 Sami Honkonen and Jukka Salonen served as committee members and Johanna Lamminen as Chair. From 20.3.2025 until 31.12.2025 Sami Honkonen and Marjo Tomminen served as committee members and Johanna Lamminen as Chair. The Audit Committee has, taking into account the mutually complementary expertise, competence, and industry knowledge of its members - have sufficient expertise and experience in matters forming part of the Audit Committee's duties and of Alisa Bank Plc´s operating environment. All Audit Committee members are independent of the company and of its significant shareholders. The Audit Committee held a total of six meetings during 2025. Attendance of the committee members at meetings: 6 / 6 6 / 6 1 /1 5 / 5 Johanna Lamminen Sami Honkonen Jukka Salonen (until 20.3.2025 ) Marjo Tomminen ‌Personnel Committee The Personnel Committee, which also acts as the Compensation Committee, is responsible for assisting the company's Board in the preparation of matters related to the terms of employment and remuneration of management and employees. The Personnel Committee monitors and assesses the company's wellbeing at work, personnel satisfaction and development. Jukka Salonen and Tero Weckroth served as members of the committee until 20.3.2025, and Markku Pohjola as Chair. Karri Haaparinne and Tero Weckroth have served as members of the committee since 20.3.2025, and Jukka Salonen as Chair. Salonen has resigned from his position as Board Member and Chair on 4.4.2025. Peter Ramsay and Tero Weckroth served as members and Karri Haaparinen as Chair since 27.5.2025. All members of the Personnel Committee are independent of the company. The personnel committee had a total of 5 meetings during 2025. Attendance of the committee members at meetings: 2/2 5/5 2/2 3/3 3/3 Markku Pohjola Tero Weckroth Jukka Salonen Karri Haaparinne Peter Ramsay ‌Shareholders' Nomination Board The General Meeting of Shareholders has established a permanent Shareholders' Nomination Board to handle the election and remuneration of the Board of Directors. The Nomination Board is responsible for preparing and submitting to the General Meeting a proposal for the number of Board members, preparing and submitting to the General Meeting a proposal for the Chairman, Vice-Chairman and members of the Board, and preparing and submitting to the General Meeting a proposal for the remuneration of the members of the Board (including the Chairman and Vice-Chairman) in accordance with the remuneration policy of the bodies. The members of the Nomination Board shall be appointed in such a way that the four (4) largest shareholders of the company shall each be entitled to appoint one (1) member. The number of shares held by shareholders is determined on the basis of the company's shareholder register on the last day of August of any given year. In accordance with its Charter, the Nomination Board has a duty to ensure that there is a balanced representation of women and men in the board of directors as defined in the Corporate Governance Code. Until 9.4.2025 the Nomination Board was composed of Maunu Lehtimäki (Chair), Peter Ramsay, Mika Laine and Antti Kemppi. From 9,4,2025 onwards the Nomination Board was composed of Maunu Lehtimäki (Chair), Juhani Elomaa, Mika Laine and Antti Kemppi. The Nomination Board had four meetings during 2025. Participation of the Nomination Board members in the meetings: 4/4 1/1 3/3 4/4 3/4 Maunu Lehtimäki Peter Ramsay Juhani Elomaa Mika Laine Antti Kemppi ‌CEO and Management Team The CEO is responsible for the day-to-day management of the company in accordance with the law and the instructions, orders and authorisations issued by the Board of Directors and ensures that the company's accounting complies with the law and that the company's financial management has been arranged in a reliable manner. The Board of Directors appoints the CEO and decides on the remuneration to be paid to the CEO and the other terms and conditions of the CEO's service contract. The CEO is appointed to the post until further notice. Sampsa Laine acted as the company's CEO (b. 1969, M.Sc. (Econ. & Bus. Adm.) The Group's Management Team assists the CEO in the operative management. Sampsa Laine, b. 1969, CEO M.Sc. (Econ. & Bus. Adm.) Antoni Airikkala, b. 1985 until 30.8.2025 Director, Funding M.Soc.Sc. Joonas Heinonen, b. 1986, from 1.8.2025 Director, Operations and Funding M.Sc (Econ. & Bus. Adm.) Kukka Lehtimäki, b. 1988 CFO, Deputy CEO from 7.10.2025 M.Sc. (Econ. & Bus. Adm.) Tomi Pulkkinen, b. 1982, from 14.2.2025 Chief Information Officer Master of engineering Junno Roine, b.1979 , Director, Business Customers Bachelor of Business Administration, MBA Juha Saari, b. 1979, until 30.8.2025 Director, Personal Customers; Secondary-school graduate ‌Shareholdings of the CEO, the Deputy CEO and other members of the Management Team The following table shows the shares in Alisa Bank Plc held by the members of the Management Team and their controlled organisations on 31 December 2025: % of Essi Salmela, b. 1989 Chief Risk Officer M.Sc. (Econ. & Bus. Adm.) Katja Vähäsilta, b. 1969, General Counsel LL.M. Trained on the bench Christina Wallenius, b. 1978, from 14.2.2025 Director, HR and Communications Bachelor of Business Administration More detailed information on the members of the Management Team is available on the company's website: https://www.alisabank.com/management Name Role Shares 3,117,927 2.09 120,482 0.09 1,790,163 1.20 120,482 0.08 33,000 0.02 24,000 0.02 ROGUE FINANCE OY/ Junno Roine Junno Roine Director, Business Customers, GROWROAD OY/Sampsa Laine Svartbäck Holding Oy Joonas Heinonen Director, Operations & Funding 528,179 0.35 400,000 0.27 Kukka Lehtimäki CFO 120,482 0.08 Katja Vähäsilta General Counsel 120,482 0.08 Sampsa Laine CEO Communications Christina Wallenius Director, HR and Officer Essi Salmela Chief Risk Officer Tomi Pulkkinen Chief Information shares ‌Risk management and internal control Risk management refers to actions aimed at systematically surveying, identifying, analysing and preventing risks as part of daily management of the business. The objective of risk management is to support the smooth implementation of strategy and income generation, to ensure adequacy of own funds in relation to risk positions, and to ensure the correct pricing of risks to achieve sustainable profitability. The main areas of risk management are credit risk, market risk including interest rate risk, liquidity risk and financial risk, and strategic and operational risks. Alisa Bank defines risk as an event or series of events that jeopardise the company's income generation over the short or long term. Alisa Bank's Board of Directors is primarily responsible for the Alisa Bank Group's risk management. The Board of Directors has determined the level of risk that the company is willing to accept in order to achieve its strategic goals. The accepted level of risk is based on a risk appetite framework, on which the key principles and rules guiding risk-taking are also based. The aim is to ensure sufficient risk tolerance in relation to all relevant identified risks. Risks are managed in accordance with risk limits and guidelines approved by the Board of Directors. The Board has also set up a credit and risk control committee that briefs the Board on risk-taking proposals. In addition to the general principles of risk management, Alisa Bank Group's risk management is founded on the "three lines of defence" model. The first line of defence: the business units; the second line of defence: risk control and compliance; and the third line of defence: internal audit. The first line of defence consists of the business units. The managers of the business units are responsible for ensuring that risk management is at a sufficient level in each respective unit. The second line of defence consists of the Risk Control and Compliance functions. Risk Control The Risk Control function oversees compliance with the risk limits granted to the business units, as well as compliance with risk-taking policies and guidelines. In addition, the risk control function supports the implementation of systematic, proactive and comprehensive risk management . The Risk Control function reports its observations to the Credit and Risk Committee, the Management Team and the company's Board of Directors. ‌Compliance The Compliance function is responsible for ensuring compliance with the rules in all Alisa Bank Group's operations by supporting operating management and the business units in applying the provisions of the law, regulations and internal guidelines, and in identifying, managing and reporting on any risks of insufficient compliance with the rules in accordance with the separate compliance policy confirmed by Alisa Bank's Board of Directors. The Compliance function reports on its operations regularly via the Audit Committee to Alisa Bank's Board of Directors. ‌Internal audit The third line of defence comprises of Internal Audit. The internal audit is a support function for the Board of Directors and senior management that is independent of the business functions. It is administratively subordinate to the CEO and reports administratively to the CEO and functionally, via the Audit Committee, to the Board of Alisa Bank Plc. The internal audit assesses the functioning of the Alisa Bank Group's internal control system, the appropriateness and efficiency of the functions and compliance with guidelines. It does this by means of inspections that are based on the internal audit action plan approved annually by the Audit Committee of the Board of Alisa Bank. The internal audit complies not only with the internal audit guidelines, but also with the internationally acknowledged framework of professional practices (the Institute of Internal Auditors) and corresponding guidelines on information systems audit standards (the Information Systems Audit and Control Association). ‌Financial reporting process The objective of internal control over the financial reporting process is to ensure that Alisa Bank Plc's operations are effective, that decision-making is based on reliable information and adequate identification of business risks, and that the financial reports published by the company provide materially accurate information about the company's finances. Internal control measures are aimed at ensuring that the financial assets are protected against misconduct and that the financial reporting has been conducted accurately and in accordance with applicable laws and regulations. The Alisa Bank Group's financial reporting is managed centrally by the financial administration. Alisa Bank Plc's Group budget is approved annually by the Board of Directors. Financial developments are monitored monthly by the Management Team and the Board of Directors. Monthly reporting and the related analysis and comparisons are a key part of the guidance and control carried out with the help of financial reporting. ‌Insider administration In addition to applicable legislation, Alisa Bank Plc complies with Nasdaq Helsinki's Guidelines for Insiders of Listed Companies and the insider guidelines approved by the Board of Directors. ‌Insider lists and management transactions Alisa Bank Plc's executives and their related parties must disclose to the company and to the Financial Supervisory Authority any transactions carried out with Alisa Bank Plc's financial instruments. The company has compiled a list of all persons in management positions and their related parties. The transactions of the executives and their related parties are disclosed in accordance with MAR. Alisa Bank Plc's executives refers to the members of the Board of Directors, the Management Team or supervisory board, the CEO, his or her deputy and the CFO, as well as any other manager who has regular access to inside information concerning the company directly or indirectly and who has the authority to make management decisions affecting the future development and business prospects of the company. Alisa Bank Plc maintains project-specific insider lists in accordance with valid insider regulations. ‌Closed period Alisa Pankki Plc's Board Members, CEO and personnel may not trade in Alisa Bank Plc's financial instruments on their own account or on behalf of a third party, directly or indirectly, during the period beginning 30 days before the publication of each financial statements bulletin and half-year report and ending on the day following the publication of such information. ‌Duties of the insider administration Alisa Bank Plc's insider administration is responsible for the following duties: internal communications concerning insider matters, trading restrictions and the duty to declare training concerning insider matters, trading restrictions and the duty to declare administration of insider lists and their delivery to the Financial Supervisory Authority upon request supervision of insider matters, trading restrictions and persons with a duty to declare maintaining a list of managers and their related parties who are subject to the duty to declare obtaining the requisite approvals from persons on insider lists providing the requisite notifications to managers and guiding managers in providing notifications to their related parties taking care of the duty to disclose the transactions of managers and their related parties careful monitoring of amendments to regulations concerning insider matters, trading restrictions and the duty to declare. ‌Disclosure In its disclosures, Alisa Bank Plc complies with the EU Market Abuse Regulation (MAR), the Finnish Securities Markets Act and other regulations concerning listed companies, the regulations of Nasdaq Helsinki Ltd, and the company's internal operating procedures. The purpose of Alisa Bank's disclosure policy is to ensure that all market participants have at their disposal at the same time and without delay coherent, relevant and sufficient information on factors affecting the value of Alisa Bank's share. All communications are also based on the values of Alisa Bank and the company's own governance principles. When disclosing information to the market, Alisa Bank complies with the following principles: information must be factual; information is disclosed without delay; communications are consistent and precise; and communications are fair and transparent. Alisa Bank Plc publishes the financial statements release without undue delay, however no later than two months after the end of the financial year. The financial statements are published internally and externally only after a financial statement bulletin containing the same information has been published as a company release. The half-year report is published without undue delay after it has been approved by the Board of Directors, however no later than two months after the end of the review period. The company will publish the actual financial statements no later than three weeks before the Annual General Meeting. Alisa Bank Plc will publish the inside information on the company as early as possible. Inside information refers to all information of a precise nature which has not been made public, relating directly or indirectly to a company or the company's financial instrument and which, if it were made public, would be likely to have a significant effect on the price of the company's financial instrument. The ultimate decision-making power regarding external communication is vested in the Board of Directors, which approves and confirms the disclosure policy. The operational responsibility for the implementation of the company's disclosure policy and investor communications lies with the CEO. The company's CEO is responsible for the company's media relations. The company publishes its company and press releases in Finnish and English. ‌Related party transactions The company has identified its related parties and maintains a list of related parties in accordance with regulations. The company also keeps an up-to-date list of significant transactions between the company and its related parties, and of the parties to and main terms and conditions of these transactions. Persons closely associated with the company are obliged to report any planned or known related party transactions to the company's related party administration without delay after becoming aware of the transaction. Significant transactions with the company's management and its related parties are always decided by the company's Board of Directors. The Board of Directors shall decide on related party transactions that are not part of the company's ordinary business or that are not carried out on usual commercial terms. The company's financial administration monitors and controls related party transactions as part of the company's normal reporting and control practices. Material and significant transactions between the company and its related parties are reported six-monthly and annually in the notes to the consolidated financial statements. The Audit Committee monitors and assesses the company's related party transactions. All related party transactions are reported regularly to the Audit Committee. The company discloses related party transactions in accordance with valid regulations. ‌Auditor KPMG Oy Ab, an auditing firm, served as the auditor, with Tiia Kataja, APA acting as the principally responsible auditor. The following table sets out the audit fees and fees for non-audit services Audit Services referred to in Auditing Act Chapter 1 Section 1, subsection 2 Other services -186 -142 Audit fees in total -186 -162 Audit fees 1-12/2025 1-12/2024

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