2024-04-29 11:45:00 CEST

2024-04-29 11:45:11 CEST


REGULATED INFORMATION

English
United Bankers Oyj - Other information disclosed according to the rules of the Exchange

United Bankers Plc's directed share issues to employees and tied agents and the related matching share plans


[image]

United Bankers Plc

STOCK EXCHANGE RELEASE 29 April 2024 at 12:45 EEST

United Bankers Plc's directed share issues to employees and tied agents and the
related matching share plans

The Board of Directors of United Bankers Plc has today resolved to organise an
employee share issue, offering new shares in the Company for subscription by the
employees and management (including Managing Directors) of the United Bankers
Group (the ”Employee Share Issue”). Furthermore, the Board of Directors resolved
to organise a directed share issue to the tied agents of the United Bankers
Group that operate in the form of a limited liability company and to certain
holding companies of key persons acting as directors of alternative investment
funds managed by the Company's Group (”Tied Agent Share Issue” and together with
the Employee Issue, the ”Directed Issues”). The resolutions concerning the
Directed Issues are based on the share issue authorisation granted by the Annual
General Meeting 22 March 2024.

A total maximum of 190,000 new shares in the Company will be issued in the
Directed Issues. The Board of Directors shall resolve upon the final allocation
of the offer shares between the Employee Share Issue and the Tied Agent Share
Issue at the close of the subscription period, depending, inter alia, on the
allocation of the demand for the offer shares between the Directed Issues.

In the Employee Share Issue, the subscription price of the share shall amount to
EUR 15.28 per share. The subscription price shall be based on the volume
-weighted average price of the share on Nasdaq Helsinki Ltd during the time
period of 1 March through 31 March 2024 less a discount of approximately ten
percent.

In the Tied Agent Share Issue, the subscription price of the share shall be the
volume-weighted average price of the share on Nasdaq Helsinki Ltd during the
time period of 1 March through 31 March 2024, i.e., EUR 16.97 per share.

The subscription period for the new shares shall commence on 6 May 2024 at 9.00
a.m. EEST and end on 24 May 2024 at 2.00 p.m. EEST. All accepted subscriptions
must be paid for latest on 7 June 2024. The minimum subscription amount in the
Directed Issues shall be 70 shares and the maximum amount 7,000 shares. The
subscription prices shall in their entirety be recorded in the reserve of
invested unrestricted equity of the Company.

The rationale behind the Directed Issues is to encourage those entitled to
subscribe to acquire and to own shares in the Company as well as to commit them
to the long-term strategy and objectives of the Company. Alongside employees,
also the other persons entitled to subscribe have a material impact on the long
-term result and success of the Company, which is why committing them to the
long-term objectives of the Company is pivotal. The Board of Directors is of the
view that the Directed Issues are in the interests of the Company and that there
is a weighty financial reason for the Company for derogating from the
shareholders' pre-emption right.

Matching Share Plans

In connection with the Directed Issues, the Board resolved upon two new share
-based incentive and commitment plans for the employees and management of the
United Bankers Group, as well as for the tied agents operating in the form of a
limited liability company, and for certain holding companies of key persons
acting as directors of alternative investment funds managed by the Company's
Group. Both plans include one vesting period, commencing on 27 May 2024 and
ending on 30 September 2027. The prerequisite for being entitled to the
remuneration is for the participant to subscribe for shares in the Employee
Share Issue or the Tied Agent Share Issue within the limits of the minimum and
maximum amounts confirmed by the Board of Directors, as well as owning the
shares subject to the share ownership requirement for the entire duration of the
vesting period. Provided the participant's share ownership requirement is met
and their employment or service relationship or tied agent or co-operation
relationship with a company belonging to the United Bankers Group is in force
until the end of the vesting period, the participant shall receive from the
Company as remuneration matching shares without consideration.

In the Employee Share Issue, per each two (2) shares subject to the share
ownership requirement, the participant will receive by way of gross remuneration
one (1) matching share without consideration. In the Tied Agent Share Issue, per
each two (2) shares subject to the share ownership requirement, the participant
will receive by way of gross remuneration 1.2 matching shares without
consideration.

The remuneration under the plan shall be payable to the participants as soon as
reasonably possible upon expiry of the vesting period, however, no later than by
31 December 2027. If the participant's employment or service relationship or
tied agent or co-operation relationship ends or is terminated during the vesting
period, as a general rule, no remuneration shall be paid. In the employee
matching share plan, the remuneration includes a monetary portion intended to
cover the taxes and tax-like payments incurred by the participants from the
remuneration, to be deducted in conjunction with the payment of the remuneration
in accordance with the legislation in force. The remuneration may also be paid
out fully in cash. The regulations and guidelines governing remuneration within
the financial sector, as in force from time to time, shall be acknowledged in
the employee matching share plan.

The value of the shares to be offered under the matching share plans shall
amount to a maximum of approximately EUR 1.8 million, based on a calculation
that utilises the volume-weighted average price of the Company's share on Nasdaq
Helsinki Ltd during the time period of 1 March through 31 March 2024, i.e., EUR
16.97 per share.

The Board shall resolve upon all aspects pertaining to the plan. The Board may,
at its discretion, amend the terms and conditions of the plan during the vesting
period and postpone or cancel the payment of the remuneration in part or in full
in certain cases, or discontinue the plan. The matching share plan is also
associated with terms and conditions concerning the payment of the remuneration
and the discontinuation of the plan in circumstances related to corporate
arrangements.

Additional information:

Patrick Anderson, CEO, United Bankers Plc
Email: patrick.anderson@unitedbankers.fi
Telephone: +358 400244544, +358 925380236

Nina Rosenlew, General Counsel, United Bankers Plc
Email: nina.rosenlew@unitedbankers.fi
Telephone: +358 405226519, +358 925380261

Investor Relations: ir@unitedbankers.fi

United Bankers in brief:

United Bankers Plc is a Finnish expert on wealth management and investment
markets, established in 1986. United Bankers Group's business segments include
wealth management and capital markets services. In asset management, the Group
specialises in real asset investments. United Bankers Plc is majority-owned by
its key personnel and the Group employs 160 employees (FTE) and 31 agents (31
December 2023). In 2023, the United Bankers Group's revenue totalled EUR 52.1
million and its adjusted operating profit amounted to EUR 16.9 million. The
Group's assets under management amount to approximately EUR 4.6 billion (31
December 2023). United Bankers Plc's shares are listed on Nasdaq Helsinki Ltd.
The Group companies are subject to the Finnish Financial Supervisory Authority's
supervision. For further information on United Bankers Group, please visit
www.unitedbankers.fi (https://unitedbankers.fi/en/united-bankers-group/).

DISTRIBUTION:

Nasdaq Helsinki

Main media

www.unitedbankers.fi (https://unitedbankers.fi/en/united-bankers-group/)