Aktia Bank Plc
Stock Exchange Release
30 January 2026 at 9.30 a.m.
Shareholders' Nomination Board's proposal for the composition of Aktia Bank
Plc's Board of Directors and their remuneration
The Shareholders' Nomination Board of Aktia Bank Plc has decided to present the
following proposal to the Annual General Meeting 2026 of Aktia Bank Plc:
The number of the members of the Board of Directors is proposed to be set to
seven.
The Shareholders' Nomination Board proposes that the present members of the
Board of Directors, Joakim Frimodig, Juha Hammarén, Maria Jerhamre Engström,
Hanne Katrama, Harri Lauslahti and Sari Somerkallio, based on their consent, be
re-elected for a term continuing up until the end of the next Annual General
Meeting. For more information on the Board members proposed to be re-elected,
please see the company's website at www.aktia.com.
The Shareholders' Nomination Board further proposes that Elina Fogelholm be
elected as a new Board member for the same term, based on her consent. Elina
Fogelholm is an experienced leader in the financial sector. She was elected CEO
of Veritas last year, and has a long background in the banking sector through
both Danske Bank and Nordea. Further information on her has been attached to
this release and can be found closer to the Annual General Meeting on the
company's website www.aktia.com. A prerequisite for the election of the new
proposed member is that the Finnish Financial Supervisory Authority does not
have any remarks on the proposal.
Should any of the candidates presented above not be available to be elected to
the Board, the proposed number of Board members shall be decreased accordingly
and 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.
Regarding 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 General Meeting. This recommendation is based on
the fact that at Aktia the Shareholders' Nomination Board is separate from the
Board of Directors and, in addition to ensuring that individual nominees for
membership of the Board of Directors possess the required competences, it is
also responsible for making sure that the proposed Board of Directors as a whole
also has the best possible expertise and experience for the company and that the
composition of the Board of Directors also meets other requirements set for
credit institutions as well as the requirements of the Finnish Corporate
Governance Code for listed companies.
The Nomination Board proposes that the remuneration for the Board of Directors
for the term be unchanged from the current term and determined as follows:
· Chair, EUR 75,000 (2025: EUR 75,000)
· Deputy Chair, EUR 50,000 (2025: EUR 50,000)
· member, EUR 40,000 (2025: EUR 40,000)
Annual remunerations for the Chairs of each Committee as well as meeting
remunerations are proposed to be unchanged, meaning that it is proposed that the
Chair of each Committee will further receive an annual remuneration of EUR
8,000. The proposed meeting remuneration for Board and Committee meetings is EUR
700 per attended meeting for each person (EUR 700 per attended meeting for each
person in 2025). If participation in a board meeting requires travelling outside
the board member's country of residence, the remuneration for board meeting is
EUR 1,400 per attended meeting for each person (EUR 1,400 per attended meeting
for each person in 2025). The remuneration of the members of the Board is not
treated as income forming basis for earnings-related pension. Compensation for
travel and accommodation expenses as well as a daily allowance is paid in line
with the Finnish Tax Administration's guidelines and the travel instructions of
the company.
The Nomination Board proposes that approximately 40% of the annual remuneration
(gross amount) shall be paid to the members in the form of Aktia shares. The
company will on account of the Board members acquire Aktia shares on the market
to the price that is formed through public trading or it will transfer the
company's own shares to the Board members and the rest of the annual
remuneration payable is paid in cash. The shares are acquired or transferred
during a two-week time period from the day following the company's interim
report for 1 January 2026-31 March 2026 is published or as soon as possible in
accordance with applicable legislation. If the remuneration can't be paid in
shares, it can be paid in cash entirely. The company will be responsible for all
expenses and the possible transfer tax for acquiring or transferring the shares.
The proposals of the Nomination Board will be included in the summons of the
Annual General Meeting.
Chair of the Shareholders' Nomination Board of Aktia Bank Plc is Gisela Knuts
(appointed by the companies controlled by Erkki Etola and the Pension Insurance
Company Veritas), members are Lasse Svens (appointed by the Åbo Akademi
University Foundation), Hanna Kaskela (appointed by Varma Mutual Pension
Insurance Company) and Marcus Rantala (appointed by the Tre Smeder Foundation),
and Juha Hammarén, Chair of the Board of Directors of Aktia Bank Plc acts as an
expert.
Aktia Bank Plc
Further information:
Gisela Knuts, Chair of the Nomination Board, tel. +358 40 769 8265
Attachment: Information on proposed new Board member for Aktia Bank Plc
Distribution:
Nasdaq Helsinki Ltd
Mass media
www.aktia.com
Aktia is a Finnish asset manager, bank and life insurer that has been creating
wealth and wellbeing from one generation to the next for 200 years. We serve our
customers in digital channels everywhere and face-to-face in our offices in the
Helsinki, Turku, Tampere, Vaasa and Oulu regions. Our award-winning asset
management business sells investment funds internationally. We employ
approximately 850 people around Finland. Aktia's gross assets under management
(AuM) on 30 September 2025 amounted to EUR 16.3 billion, and the balance sheet
total was EUR 12.3 billion. Aktia's shares are listed on Nasdaq Helsinki Ltd
(AKTIA). aktia.com.