Bank of Åland Plc

Notice to convene the Annual General Meeting - Seite 2

It shall be noted that the fee per meeting for Board members’ attendance at meetings of the committees appointed by the Board is EUR 750 per Board member and EUR 1,000 for the committee Chairman. In addition, it shall be noted that compensation for travel and accommodation expenses as well as daily subsistence allowances are paid in compliance with the instructions of tax authorities and the Bank’s travel guidelines.

14. Election of Board members

The Board of Directors proposes the re-election of Board members Anders Å Karlsson, Nils Lampi, Mirel Leino-Haltia, Christoffer Taxell, Ulrika Valassi and Anders Wiklöf for a term of office that will run until the closing of the next AGM.

In addition, the Board proposes the election of Malin Lombardi as a new Board member for a term of office that will run until the closing of the next AGM. Lombardi has agreed to being elected.

15. Decision on the auditors’ fees

The Board of Directors proposes that the auditors’ fees be paid as invoiced.

16. Decision on the number of auditors

The Board of Directors proposes that the number of auditors shall be unchanged, that is, one auditor.

17. Election of auditors

The Board of Directors proposes the re-election of the authorised accounting firm of KPMG Oy Ab, with Henry Maarala (KHT) as auditor in charge, for a term of office that will run until the closing of the next AGM.

18. Authorisation of the Company’s Board of Directors to decide on issuance of shares, option rights and other special rights entitling their holders to shares

The Board proposes that the AGM authorise the Board to decide on the issuance of shares, option rights and other special rights entitling their holders to shares, as provided by the Finnish Companies Act, Chapter 10, Section 1, which would replace the earlier authorisation by the AGM on April 3, 2019 for 3,000,000 Series B shares.

This authorisation covers one or more issues against payment or without payment and may also cover divestment of the Company’s own shares.

The authorisation concerns Series B shares. The total number of shares that may be issued with the support of the authorisation (including shares issued on the basis of special rights) shall not exceed 3,000,000 shares.

The Board shall decide on the terms and conditions for the issuance of shares, option rights and other special rights. These issuances may diverge from the pre-emptive right of shareholders to shares in the Company (targeted share issue). In such cases, the authorisation may be utilised for acquisitions of companies or to finance and implement arrangements that are part of the Company’s business operations or as one element in the realisation of incentive programmes at the Company.