Alisa

Corporate Governance

Alisa Bank’s decision-making, administration and operations are guided by the company’s values and internal operating principles. In its corporate governance, Alisa Bank complies with the company’s Articles of Association, the Finnish Limited Liability Companies Act, the Securities Markets Act, the regulations and guidelines of the Financial Supervisory Authority and the Rules of Nasdaq Helsinki Ltd (Helsinki Stock Exchange), as well as other legislation and regulations regarding the corporate governance of a public limited company.

Alisa Bank also complies with the relevant parts of the Corporate Governance Code for Finnish listed companies issued by the Securities Market Association. The code can be viewed on the internet at www.cgfinland.fi/en

The highest decision-making power in Alisa Bank is exercised by shareholders at general meetings 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.

Alisa

Alisa Bank’s Board of Directors is primarily responsible for the Alisa Bank Group’s risk management. The Board of Directors confirms the principles and responsibilities of risk management, the risk limits of the Group and other general guidelines according to which the risk management and internal control are organized.

The integrity and professional competence of Alisa Bank’s Board of Directors, the CEO, Deputy CEO and other members of Alisa Bank’s management is established in accordance with the applicable regulations both before appointment and regularly thereafter. The procedure which, in addition to assurances given on suitability and trustworthiness, includes certain investigations undertaken by the Bank, is intended to ensure that the members of Alisa Bank most senior decision-making bodies always meet the highest demands set for independent management and for the impeccable management of personal financial affairs.

1 Company’s business name and domicile

The company’s business name is Alisa Pankki Oyj in Finnish, Alisa Bank Abp in Swedish and Alisa Bank Plc in English.

The company is domiciled in Helsinki.

2 Line of business

The company engages in activities permissible to a deposit bank as a commercial bank as defined in the Act on Credit Institutions. As the Group’s parent company, the company is responsible for the management, control and risk management of the Group and provides Group services to its subsidiaries.

3 Board of Directors and Chairman of the Board

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.

The General Meeting that decides on the election of the Board of Directors elects the Chairman and Deputy Chairman of the Board of Directors.

4 CEO

The company has a CEO and a Deputy CEO elected by the Board of Directors.

5 Representing the company

The company is represented by the members of the Board and the CEO two together.

The Board of Directors may grant a nominee a procuration or right to represent the company together with a member of the Board, the CEO or another person entitled to represent the company.

6 Financial year

The company’s financial year shall be the calendar year.

7 Auditor

The company has one auditor who must be an audit firm approved by the Finnish Patent and Registration Office, and the principally responsible auditor must be an Authorized Public Accountant.

The auditor’s term ends at the close of the Annual General Meeting following the election of the auditor.

8 Notice of the general meeting

A notice of the general meeting shall be published on the company’s website no earlier than three (3) months and no later than three (3) weeks before the general meeting, however, no later than nine (9) days before the record date of the general meeting.

9 Registration to attend

In order to be able to participate in the general meeting, shareholders must notify the company of this no later than on the date specified on the notice of the general meeting, which may be no earlier than ten days before the general meeting.

10 Annual General Meeting

The Annual General Meeting shall be held annually on a date determined by the Board of Directors, and no later than six months after the end of the financial year.

The Annual General Meeting shall decide on:

1. the adoption of the financial statements and consolidated financial statements

2. the use of the profit shown in the balance sheet

3. discharging the Board members, the CEO and the Deputy CEO from liability

4. the number of members of the Board, their remuneration and their election

5. the appointment and fees of the auditor

6. the approval of remuneration policy, if necessary

7. the approval of the remuneration report

8. other matters to be discussed at the meeting according to the notice to the meeting.

The Board of Directors can also decide that the General Meeting is organized without a meeting place, so that the shareholders exercise their decision-making power during the meeting in full and up-to-date with the help of a data communication connection and a technical aid.

11 Book-entry system

The company’s shares are registered in the book-entry system.