United Bankers Oyj : Remuneration Report (ub remuneration report 2025)

About this update from United Bankers Oyj Class A

Remuneration Report 2025 United Bankers Plc - Remuneration Report 2025 General This remuneration report of United Bankers Plc ("United Bankers" or "the company") ("Remuneration Report") for the financial year 2025 has been prepared in accordance with the requirements of the Corporate Governance Code 2025 published by the Securities Market Association and the Decree of the Ministry of Finance (608/2019). The Remuneration Report describes the remuneration of the members of the Board of Directors and the CEO of United Bankers, as well as the implementation of the remuneration policy for the governing bodies. The Remuneration Report will be presented to the Annual General Meeting on March 20, 2026, for an advisory decision. The 2025 Annual General Meeting approved the remuneration report for 2024 and the company's remuneration policy updated on February 27, 2025 ("Remunera-tion Policy") with advisory decisions. The shareholders did not comment on the remuneration report or the Remuneration Policy at the Annual General Meeting, and no votes were cast on them. The Remuneration Committee of the Board of Directors of United Bankers has reviewed this 2025 Remuneration Report, and the Board of Directors has approved it for presentation and confirmation by the shareholders at the 2026 Annual General Meeting of United Bankers. The decision of the Annual General Meeting regarding the remuneration report is advisory. The company's auditor has confirmed that this remuneration report contains the information specified in the aforementioned Ministry of Finance decree. The remuneration report is published in Finnish and English. In the event of any conflict between the language versions, the Finnish version shall prevail. Remuneration Principles The remuneration of the members of the company's Board of Directors and the CEO is based on the Remuneration Policy, which defines the key principles and decision-making processes for the remuneration of the Board of Directors. The remuneration of the members of the Board of Directors and the CEO for the 2025 financial year was implemented in accordance with the Remuneration Policy. No temporary deviations were made during the 2025 financial year, and the Board of Directors did not identify any circumstances or activities that would have necessitated the application of the provisions regarding the adjustment or claw-back of the CEO's variable remuneration. The remuneration policy aims to promote a motivating remuneration culture and commitment to the company. The purpose of United Bankers' incentive schemes is to support the Group's business strategy and to commit key personnel to the company by creating a long-term incentive for management to increase the company's long-term value and have the opportunity for competitive earnings. On January 22, 2025, based on the preparations by the Remuneration Committee, United Bankers' Board of Directors decided to establish a new long-term share-based incentive scheme (Performance Share Plan, "PSP") for the management team, including the CEO. According to the Board of Directors' decision, the new performance-based share-based incentive scheme consists of three-year earning periods starting annually, with the first earning period covering the financial years 2025-2027. The company's Board of Directors will decide on the earning criteria and targets for the PSP earning periods at the beginning of each decided earning period. The new PSP share-based incentive plan replaces the company's previous, still valid share-based incentive plan for key personnel (the "Share Incentive Plan") at the end of its earning periods. Rewards earned and to be earned under the 2023-2025 and 2024-2026 earning periods under the old share-based incentive plan will fall due for payment in the year following the end of each earning period. In addition to the new PSP, on January 22, 2025, the Board of Directors decided, based on the preparations of the Remuneration Committee, to establish a new short-term cash-based annual incentive plan (Short Term Incentive Plan, "STI") for the members of the Management Team, including the CEO. The purpose of the incentive schemes is to support the business strategy of the company and the United Bankers Group and to align the objectives of the owners and key personnel in order to increase the value of the company in both the long and short term. The aim is also to commit key personnel to the company by offering them a competitive incentive scheme based on the earning and value development of the company's shares. The CEO's partially performance-based remuneration maintains a link between the company's performance and the CEO's remuneration, and the targets set within the incentive schemes are directly linked to the performance of United Bankers' business. The CEO's share ownership ensures that the interests of the shareholders and the CEO are aligned. The remuneration in 2025 has supported the business strategy of United Bankers. United Bankers' Remuneration Committee and Board of Directors have assessed the CEO's remuneration for 2025 to ensure a competitive and fair total remuneration package compared to competitors and the market. Development of United Bankers' Financial Performance and Remuneration United Bankers' financial performance has been positive over the past five (5) years, with the company's revenue and earnings growing. United Bankers' business performance developed positively during the financial year, although profit declined compared to the previous period. The weakening of the profit is mainly explained by performance fees from funds, which fell short of the record-high level of the previous year. The Company has set the following key indicators that it considers to best describe its performance. These indicators include revenue, assets under management, adjusted EBITDA, adjusted operating profit and cost-to-income ratio. The Company has been able to provide its shareholders steady returns, as illustrated by the development of the Company's share price as well as the development of distribution of funds per share. The table below illustrates the development of the Company's financial indicators for 2021-2025: Indicator IFRS 2021 2022 2023 2024 2025 Revenue of the United Bankers Group, million EUR 43.8 48.6 52.1 62.1 57.1 Assets under management, billion EUR 4.8 4.4 4.6 4.8 5.2 Adjusted EBITDA, million EUR 16.3 18.5 19.1 26.4 19.8 Adjusted operating profit, million EUR 14.4 16.6 16.9 23.7 16.7 Cost-to-income ratio 0.66 0.65 0.67 0.62 0.70 Year-end share price, EUR 14.20 13.60 14.40 17.80 19.05 Distribution of funds, EUR/share 0.80 0.90 1.00 1.10 1.16 1) 1 Board of Directors' proposal of distribution of funds to the Annual General Meeting to be held on 20 March 2026. The table below shows a comparison of the development of the remuneration of the Board of Directors, the CEO, and the average of an employee of the United Bankers Group in 2021-2025: Remuneration, EUR 2021 2022 2023 2024 2025 Chair of the Board 30,000 33,990 35,240 35,240 296,991 1) Other board members 20,000 23,750 25,000 25,000 25,000 CEO 325,474 381,469 510,040 437,171 354,418 Employee of the United Bankers Group, on average 2) 98,423 93,380 94,932 102,166 104,110 1 Johan Linder served as Chair of the Board from 1 January 2025 to 21 March 2025, and Patrick Anderson from 22 March 2025 to 31 December 2025. The remuneration of Patrick Anderson, who served as the full-time Chair of the Board, includes the remuneration based on his board membership as well as the employment-based remuneration for the period 22 March-31 December 2025. A more detailed breakdown of the remuneration of the full-time Chair of the Board is presented in the section Remuneration of the Board of Directors. 2 The average salary development of an employee belonging to the United Bankers Group is based on personnel expenses excluding ancillary personnel expenses divided by the average number of personnel during the year. According to the Remuneration Policy, the remuneration of the CEO is partially based upon the attainment of the targets set out in advance regarding the development of the Company's operating results as well as strategic and other quantitative or qualitative targets. United Bankers' actualised performance is therefore reflected in the performance-based incentives paid to the CEO. Board Remuneration The United Bankers' Annual General Meeting decides on the remuneration of the members of the Board of Directors. In 2025, remuneration was paid to the members of the Board of Directors in accordance with the decisions made by the company's Annual General Meetings in 2024 and 2025. The total remuneration paid to the members of the Board of Directors in 2025 was EUR 504,746. The remuneration for the Board of Directors for the 2025-2026 term was decided by United Bankers' Annual General Meeting on March 21, 2025, in accordance with proposals made by significant shareholders. Based on the decision of the Annual General Meeting, the members of the Board of Directors will be paid the following remuneration for the 2025-2026 term: The Chair of the Board of Directors will receive an annual remuneration of EUR 35,000, and other members of the Board of Directors who are not employed by the United Bankers Group will receive an annual remuneration of EUR 25,000. The annual remuneration of the Board of Directors was paid in cash. Remuneration of the full-time Chair of the Board of Directors The full-time Chair of the Board, Patrick Anderson, is employed by the company. The remuneration of the full-time Chair of the Board is determined by the independent members of the Board within the framework of the Remuneration Policy. In 2025, the remuneration of the full-time Chair of the Board consisted of a fixed monthly salary and other customary financial benefits in addition to the Board remuneration paid on the basis of the position as Chair of the Board. The full-time Chair of the Board of Directors is not included in United Bankers' short- or long-term incentive schemes. In 2025, the fixed monthly salary of the full-time Chair of the Board was EUR 12,000. The fixed salary is based on the responsibilities of the position and Patrick Ander-son's work experience. Other financial benefits for the full-time Chair of the Board during the financial year included insurance benefits, such as health, travel, and accident insurance, as well as management liability insurance. In 2025, Patrick Anderson was also paid unpaid bonuses accrued under the Share Incentive Plan for the period during which he served as CEO of United Bankers (until October 31, 2024). In 2025, Patrick Anderson was paid a total of 2,061 company shares at a price of EUR 17.53 per share based on the 2022-2024 earning period of the Old Share-based Incentive Plan, which was the trading volume-weighted average price of United Bankers' shares on 17 March 2025. The total value of the shares was EUR 36,135 at the above-mentioned average price. In addition, EUR 108,371 was paid in cash based on the 2022-2024 earning period of the Share Incentive Plan 1 . The employment contract of Patrick Anderson, the full-time Chair of the Board, is valid for a fixed term of one year at a time until the next Annual General Meeting following his election, but in any case no longer than the period during which Patrick Anderson serves as Chair of the Board. 1 Remuneration paid out in 2025 to Patrick Anderson based on the earning period 2022-2024 of the Share Incentive Plan, was based 70% on performance targets based on the operational EBITDA, 20% on sustainability targets, and 10% on assessing adherence to the internal guidelines and principles of the group as well as generating high value services and products. According to the Board of Directors' assessment, the success rate of United Bankers Group's financial targets was 100%, sustainability targets 80.5%, and qualitative criteria 91.7%. The table below shows the remuneration of the members of United Bankers' Board of Directors in 2025. No separate meeting fees or fees for committee work were paid. Board member Total annual remuneration paid in 2025 /EUR 1 Other remuneration paid by the company /EUR Remuneration and salaries earned from other group companies /EUR Previously earned remuneration, paid in March 2025 / EUR Total remuneration /EUR Patrick Anderson (full-time Chair of the Board) 26,250 117,425 2 - 144,506 3 288,182 Lennart Robertsson (Vice Chair of the Board) 25,000 - - - 25,000 Elisabeth Dreijer von Sydow 25,000 - - - 25,000 Rasmus Finnilä 4 0 - 78,654 5 - 78,654 Rainer Häggblom 25,000 - 4,100 6 - 29,100 Tarja Pääkkönen 25,000 - - - 25,000 Eero Suomela 25,000 - - - 25,000 Johan Linder 7 8,810 - - - 8,810 1 The annual remuneration paid to the Board of Directors in 2025 includes the Board's remuneration for the period January 1-March 21, 2025, in accordance with the decision of the 2024 Annual General Meeting, and for the period March 22, 2025-December 31, 2025, in accordance with the decision of the 2025 Annual General Meeting. 2 Other remuneration includes the employment-based salary, holiday pay, and fringe benefits paid to Patrick Anderson, the full-time Chair of the Board of Directors, for the period March 22, 2025-December 31, 2025. 3 Previously earned remuneration includes unpaid remuneration accrued under the Share Incentive Plan for the years 2022-2024 (during which Patrick Anderson served as CEO of United Bankers) totaling EUR 144,506. The remuneration was paid partly in United Bankers shares and partly in cash. 4 In accordance with the decision of the Annual General Meeting, no separate remuneration is paid for board work in the service of a company belonging to the United Bankers Group. 5 Rasmus Finnilä, a member of the Board of Directors who is employed by UB Asset Management Ltd, was paid a salary, holiday pay, and fringe benefits for the period January 1, 2025-December 31, 2025. 6 Other remuneration includes Board member Rainer Häggblom's board remuneration for his work as a member of the boards of UB Fund Management Company Ltd and UB Corporate Finance Ltd. In addition, the United Bankers Group purchased consulting services from Häggblom & Partners Ltd. Oy, a company controlled by Rainer Häggblom for a total of EUR 112,878 in 2025. 7 Chair of the Board of Directors until March 21, 2025. CEO's Remuneration The remuneration of United Bankers' CEO is decided by the Board of Directors of United Bankers on the basis of a proposal by the Remuneration Committee. The remuneration of the CEO is based on the Remuneration Policy and takes into account, where applicable, the remuneration principles applicable to the entire United Bankers Group personnel. Market practices and the performance of the CEO are also taken into account when determining his remuneration. Remuneration paid to the CEO of United Bankers in 2025 and 2024: Remuneration 2025 EUR Fee structure % 1 2024 EUR 3 Fee structure % 1 Fixed annual remuneration (including holiday pay and benefits in kind) 209,455 59.1 183,277 39.2 Total remuneration paid in cash based on the Share Incentive Plan's earning periods 108,722 30.7 209,220 2 44.7 Total remuneration paid in company shares based on the Share Incentive Plan's earning periods 36,241 10.2 75,414 2 16.1 Total 354,418 100.0 467,911 100.0 1 The remuneration structure reflects the relation of the fixed annual remuneration and the cash and equity performance-based bonuses under the incentive schemes in relation to total remuneration. 2 Includes remuneration paid under the Share Incentive Plan to Patrick Anderson, who served as CEO of the United Bankers Group from January 1 to October 31, 2024. 3 The remuneration reported for 2024 was paid to Patrick Anderson, who served as CEO of the United Bankers Group from January 1 to October 31, 2024, and to John Ojanperä from November 1 to December 31, 2024. Remuneration of the CEO of United Bankers from January 1 to December 31, 2025: Remuneration element Summary of the Remuneration Policy Application in 2025 Fixed remuneration The determination of the level of the CEO's fixed remuneration is based on the CEO's professional competence, educational background, expertise, and professional experience, as well as organizational responsibility and the general compensation level in corresponding positions. John Ojanperä's fixed annual salary for the period January 1 to December 31, 2025, was EUR 209,455 (including vacation pay and benefits in kind). Remuneration under the Share Incentive Plan 1 The purpose of the Share Incentive Plan is to align the interests of the CEO with those of the Company's shareholders through the financial performance of the United Bankers Group, or the development of the Company's share price. The Share Incentive Plan may be determined based on the attainment of the quantitative or qualitative targets set out by the Board of Directors, or the development of the Company's share price. Based on the earning period 2022-2024 of the Share Incentive Plan, John Ojanperä received a total of 2,067 shares in the Company in 2025, at the price of EUR 17.53 per share, which was the volume weighted average price of United Bankers' share on 17 March 2025. The total value of the shares at the above-mentioned average price amounted to EUR 36,241. Additionally, based on the earning period 2022-2024 of the Share Incentive Plan, the CEO was paid a total of EUR 108,722 in cash. Ratio of the variable and fixed remuneration The proportion of the fixed salary of the overall compensation must be sufficiently high to avoid dependency on the variable remuneration and potentially excessive risk-taking. The ratio of the fixed and long-term remuneration must be proportional, taking into consideration the Company's long-term interest. The amount of long-term remuneration depends also on the targets set out by the Board of Directors. The amount of the CEO's variable remuneration and its proportional percentage compared to the fixed remuneration must, additionally, adhere the maximum limits imposed by the financial industry regulation in force from time to time. In 2025, the ratio of the variable and fixed remuneration paid to John Ojanperä was 69.2%. Earning criteria of the Share Incentive Plan Remuneration under the Share Incentive Plan is determined based on the attainment of the quantitative or qualitative targets set by the Board of Directors, or the development of the Company's share price. Remuneration paid out in 2025 to John Ojanperä based on the earning period 2022-2024 of the Share Incentive Plan, was based 70% on performance targets based on the operational EBITDA, 20% on sustainability targets, and 10 % on assessing adherence to the internal guidelines and principles of the group as well as generating high value services and products. According to the Board of Directors' assessment, the success rate of United Bankers Group's financial targets was 100%, sustainability targets 80.5%, and qualitative criteria 91.7%. 1 The variable remuneration paid to John Ojanperä under the Share Incentive Plan in 2025 accrued until October 31, 2024 from his previous position as CEO of UB Fund Management Company Ltd. The key terms of the CEO of United Bankers as in force 31 December 2025: Pension The CEO is covered by the statutory pension benefits system. The CEO is not covered by any additional pension scheme. Other benefits The CEO may be granted other potential reasonable benefits in accordance with market practice to ensure the commitment of a competent CEO to the development of the Company. The Company offers the CEO a phone benefit. Termination of the CEO's service term The CEO agreement contains written stipulations concerning notice period of termination, non-competition obligation, and severance payment. The CEO's notice period of termination is six months. In case the Company terminates the CEO agreement, or the agreement is terminated upon the mutual agreement of the Company and the CEO, the Company shall carry out a severance payment to the CEO that is equivalent to a six (6) month's fixed remuneration prior to the termination. The severance payment shall not be carried out in case the Company terminates the contract on the grounds that would warrant the termination or annulment of an employment contract in accordance with the Employment Contracts Act. Should the CEO's service relationship end prior to the payment of the remuneration under the incentive schemes, as a rule, the remuneration would not be paid out. Long-term Incentive Schemes The variable remuneration paid out in 2025 to John Ojanperä was based on the attainment of the financial and sustainability targets of the group as well as targets concerning adherence to the internal guidelines and principles of the group as well as generating high value services and products set out to the CEO for the Share Incentive Plan's earning period 2022-2024. In the earning period 2022-2024 the earning criteria were met so that the CEO's remuneration according to the Share Incentive Plan was realised by 95.3% of the maximum remuneration. In 2025, CEO John Ojanperä received EUR 108,722 as remuneration regarding the Share Incentive Plan's earning period 2022-2024. In addition, 2,067 shares in the Company were awarded to Ojanperä. The new PSP is a performance-based share-based incentive plan consisting of annual earning periods. The first earning period covers the financial years 2025-2027. The Board of Directors decides annually on the start of the earning period and its details. The potential award will be paid partly in United Bankers shares and partly in cash. The cash portion of the award is intended to cover the participant's taxes and statutory social security contributions. The earning criteria for the 2025-2027 earning period are linked to adjusted operating profit, cashflow-generating assets under management, and environmental criteria. The potential remuneration under the new PSP system will be paid after the end of each earning period, and John Ojanperä will not receive any remuneration under the new PSP for the 2025 financial year. During the term of the service relationship, the CEO or their controlled entity is not allowed to sell the shares obtained by them via the Share Incentive Plan or the new PSP, to the extent the value of such shares in the Company falls short of the amount of the CEO's fixed gross annual remuneration. If the CEO's employment relationship ends before the remuneration is paid, generally no remuneration will be paid. Short-term Incentive Plan United Bankers' STI is a cash-based short-term incentive plan designed to provide the CEO with performance-based and competitive remuneration. The objective of the plan is to support the implementation of United Bankers' strategy, commit the CEO to the company, and reward him for successfully achieving the targets set by the Board of Directors. The STI may consist of several earning periods, the start dates, earning criteria, and details of which are decided annually by the Board of Directors. The first earning period covers the 2025 financial year. John Ojanperä was not paid any remuneration based on the STI in the 2025 financial year. If the CEO's employment relationship ends before the remuneration is paid, generally no remuneration will be paid. Right to remuneration not fallen due In 2025, the CEO was included in two three-year earning periods under the Share Incentive Plan, covering the years 2023-2025 and 2024-2026. The CEO was also included in the PSP earning period for the years 2025-2027 and the STI earning period for the year 2025. Remuneration under the incentive schemes is payable after the end of each earning period. During the incentive plan periods to which the CEO belongs, the targets set by the Board of Directors are weighted as shown in the tables below. The Board of Directors will confirm the final amount of remuneration payable on the basis of these earning periods separately after the end of each program, so that they will be included in full in the remuneration reports for future years. The targets set for unsettled earning periods are set out in the table below: Earning periods for the Share Incentive Plan 2023-2025 and 2024-2026 Target Emphasis Additional information Financial targets of the United Bankers Group 70% The financial targets set by the Board of Directors of United Bankers, the achievement of which is measured by the Group's adjusted EBITDA over a period of three years. Sustainability targets of the United Bankers Group 20% Sustainability targets have been set out, among others, to the following criteria for the period of three years: execution of the United Bankers' sustainability strategy, adherence to the Principles for Responsible Investment, results of the study conducted by the Scandinavian Financial Research Ltd (SFR), personnel's satisfaction measured by personnel research as well as the attainment of qualitative ESG objectives, including good governance. Essential qualitative criteria of the United Bankers Group 10% Adherence to the internal guidelines and principles of the United Bankers group as well as generating high-value services and products. PSP (Performance Share Plan), earning period 2025-2027 Target Emphasis Additional information Adjusted operating profit of the United Bankers group 40% Operating profit in the income statement, adjusted for items affecting comparability. Cashflow-generating assets under management of the United Bankers group 40% Assets under management that generate a steady cash flow for the company, such as fund assets and assets covered by discretionary asset management services. Environmental criteria 20% The United Bankers Group's environmental criteria are related to the implementation of the company's climate and biodiversity strategies. The targets include, for example, reducing the company's own carbon emissions and emissions arising from its investments. STI (Short Term Incentive Plan), earning period 2025 Target Emphasis Additional information Adjusted operating profit of the United Bankers Group 80% Operating profit in the income statement, adjusted for items affecting comparability. Social and Governance targets of the United Bankers Group 20% The United Bankers Group's social objectives are related to indicators set for employee satisfaction, expertise, and diversity. The governance goals are based on compliance with regulations and internal guidelines, open and reliable communication, and responsible corporate governance. The CEO's incentive schemes and earning periods: Incentive scheme Earning period Maximum number of shares Maximum amount of monetary remuneration (EUR) Estimated attainment Payment year Share Incentive Plan 2023-2025 9,059 N/A 8,570 1 2026 STI (Short Term Incentive Plan) 2025 N/A 104,380 70,936 2 2026 Share Incentive Plan 2024-2026 11,407 N/A N/A 2027 STI (Short Term Incentive Plan) 2026 N/A 125,256 N/A 2027 PSP (Performance Share Plan) 2025-2027 13,683 N/A N/A 2028 PSP (Performance Share Plan) 2026-2028 15,342 N/A N/A 2029 1 According to the Board of Directors' assessment, the success rate of United Bankers Group's financial targets was 100%, sustainability targets 77.9%, and qualitative criteria 90.0%. 2 According to the Board of Directors' assessment, the success rate of the United Bankers Group's adjusted operating profit was 66.3% Social and Governance targets was 74.7%.

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