Resolutions of the Extraordinary General Meeting of Evli Bank Plc
held on 22 December 2021
EVLI BANK PLC STOCK EXCHANGE RELEASE 22 DECEMBER
2021 AT 3:30 PM. EET
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IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, SOUTH
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REQUIREMENTS UNDER FINNISH LAW. SEE “IMPORTANT NOTICE” BELOW.
Evli Bank Plc’s Extraordinary General Meeting
held on 22 December 2021 has approved the arrangement between Evli
Bank Plc (“Evli”) and Fellow Finance Plc (“Fellow Finance”), where
Evli will demerge through a partial demerger into a new asset
management group of companies which will be listed on a stock
exchange and into a company that will carry on Evli’s banking
services and into which Fellow Finance will merge.
Demerger
In order to complete the demerger, the General
Meeting resolved to approve the partial demerger in accordance with
the demerger plan dated 30 September 2021 and approved by the Board
of Directors of Evli and registered with the Trade Register on 1
October 2021 (the “Demerger Plan”) and to approve the proposals of
the Board of Directors in order to complete the following matters
in relation to the completion of the demerger:
(a) the establishment of Evli Plc
and the approval of the Articles of Association;
(b) the composition of the Board of Directors of
Evli Plc and on the remuneration paid to the members of the Board
of Directors; (c) the election and remuneration of
the auditor of Evli Plc; (d) the issuance of A
shares and B shares in Evli Plc to the shareholders of Evli as
demerger consideration; (e) authorisation of the
Board of Directors of Evli Plc to issue shares and special rights
entitling to shares in Evli Plc; (f) authorisation
of the Board of Directors of Evli Plc to decide on the repurchase
of Evli Plc’s own shares;(g) authorisation of the
Board of Directors of Evli Plc to decide on a share issue for
establishing a share-based incentive plan with similar terms as
Evli’s incentive plan currently in force;
and(h) the decrease of Evli’s share capital and
the dissolution of the share premium reserve.
Resolutions that are conditional on the
completion of the demerger will enter into force in connection with
the registration of the completion of the demerger. The planned
completion date of the demerger is 2 April 2022. The completion
date may change in accordance with the Demerger Plan.
In accordance with the Demerger Plan, Evli will
demerge so that all assets and liabilities relating to Evli's asset
management services, custody, clearing and settlement, and trading
services and their support services (i.e. the operations falling
under the investment services authorisation) will transfer without
a liquidation procedure to Evli Plc, a company to be incorporated
in the demerger as set forth in the Demerger Plan, through a
partial demerger in accordance with the Finnish Companies Act
(624/2006, as amended) and the Act on Commercial Banks and Other
Credit Institutions in the Form of a Limited Company (1501/2001, as
amended). The demerging company will retain the assets and
liabilities relating to banking services, i.e. the operations
falling under the credit institution licence.
In addition to the other matters described in
the Demerger Plan, the resolution on the merger included the
following key matters described in more detail in the Demerger
Plan:
(a) The establishment of Evli
Plc, and the approval of the Articles of AssociationEvli Plc as the
receiving company in the demerger is established in connection with
the registration of the completion of the demerger. It has been
proposed that the trade name of the company be Evli Oyj (in
English: Evli Plc), and the company’s proposed Articles of
Association are included in full as an appendix to the Demerger
Plan.
(b) The number of the members
of the Board of Directors of Evli Plc, election of the members of
the Board of Directors and remuneration to be paid to the members
of the Board of DirectorsIn accordance with the proposal of the
Board of Directors of Evli, the General Meeting resolved to elect
five (5) members to the Board of Directors of Evli Plc. Henrik
Andersin, Fredrik Hacklin, Sari Helander, Robert Ingman and Teuvo
Salminen were elected as members of the Board of Directors for a
term starting on the registration date of the completion of the
demerger and ending at the end of the first Annual General Meeting
following the registration date.
The General Meeting resolved that the members of
the Board of Directors shall be paid the following remuneration for
the term ending at the end of the next Annual General Meeting:
- chairperson of the Board, EUR
7,500.00 per month,
- committee chairpersons EUR 6,000.00
per mont, and
- each member of the Board, EUR
5,000.00 per month.
(c) Election of the auditor of
Evli Plc and the remuneration paid to the
auditorPricewaterhouseCoopers Oy was elected as the auditor of the
company, with Jukka Paunonen acting as the responsible auditor. The
auditor will be reimbursed in accordance with the auditors’
reasonable invoice approved by the Board of Directors of Evli
Plc.
(d) Demerger considerationIn
accordance with the Demerger Plan, the shareholders of Evli shall
receive as demerger consideration one (1) new A share of Evli Plc
for each A share owned in Evli and one (1) B share of Evli Plc for
each B share owned in Evli, that is, the demerger consideration
shall be issued to the shareholders of Evli in proportion to their
existing shareholding with a ratio of 1:1.
Evli Plc has two (2) share classes (A shares and
B shares). The shares of Evli Plc do not have a nominal value.
No other consideration shall be issued to the
shareholders of Evli in addition to the aforementioned demerger
consideration to be issued in the form of shares in Evli Plc.
(e) Authorisation to issue
shares and special rights entitling to shares in Evli PlcIn
accordance with the proposal of the Board of Directors, the General
Meeting resolved to authorise the Board of Directors of Evli Plc to
decide on the issuance of shares and special rights entitling to
shares as referred to in Chapter 10, section 1 of the Limited
Liability Companies Act in one or more tranches either against
payment or free of charge.
The maximum number of shares to be issued or
transferred based on the authorisation, including the shares
received on the basis of the special rights, is 2,410,942 of Evli
Plc’s class B Shares in total. The proposed number of shares
corresponds to approximately 10 percent of the company’s shares as
at the date of the notice convening the general meeting. However, a
maximum of 241,094 of Evli Plc’s class B shares of the
aforementioned maximum amount can be issued for use as part of the
company’s share-based incentive plans, which corresponds to
approximately 1 percent of the total number of all shares in the
company at the date of the notice convening the general
meeting.
The authorisation entitles the Board of
Directors to decide on all terms of the issuance of shares and
special rights entitling to shares, including the right to deviate
from the shareholders’ pre-emptive subscription right. The Board of
Directors can decide to issue either new shares or treasury shares
potentially held by the company.
The authorisation is valid until the end of the
next Annual General Meeting, however, no longer than until 30 June
2023.
(f) Authorisation to decide on
repurchase of Evli Plc’s own sharesIn accordance with the proposal
of the Board of Directors, the General Meeting resolved to
authorise the Board of Directors of Evli Plc to decide on the
repurchase of Evli Plc’s own class A Shares and class B shares in
one or more tranches as follows:
The maximum number class A Shares that can be
repurchased is 1,463,526 shares, and the maximum number of B Shares
that can be repurchased is 947,416 shares. The proposed number of
shares corresponds to approximately 10 percent of the company’s
shares as at the date of the notice convening the general
meeting.
The company’s own shares can only be repurchased
based on the authorisation using the company’s unrestricted
equity.
The Board of Directors resolves on the manner in
which shares are to be repurchased. Shares may be repurchased
using, inter alia, derivatives. The company's own shares can be
acquired other than in proportion to the shareholdings of the
shareholders (directed acquisition). Shares can be repurchased at
the price of the class B Share determined in public trading
organised by Nasdaq Helsinki Ltd on the repurchase date.
The authorisation is valid until the next Annual
General Meeting, however no longer than until 30 June 2023.
(g) Authorisation to decide on
a share issue for establishing a share-based incentive planIn
accordance with the proposal of the Board of Directors, the General
Meeting resolved to authorise the Board of Directors of Evli Plc to
establish incentive plans for Evli Plc and its employees that
correspond Evli’s existing and registered incentive plans.
The General Meeting authorised the Board of
Directors of Evli Plc to decide on the issuance of shares and
special rights entitling to shares as referred to in Chapter 10,
section 1 of the Limited Liability Companies Act in one or more
tranches either against payment or free of charge. The
authorisation will be used for carrying out the company’s
share-based incentive plans.
The maximum number of shares to be issued or
transferred based on the authorisation, including the shares
received on the basis of the special rights, is 733,338 of Evli
Plc’s class B Shares in total.
The authorisation will entitle the Board of
Directors to decide on all terms of the issuance of shares and
special rights entitling to shares, including the right to deviate
from the shareholders’ pre-emptive subscription right. The Board of
Directors can decide to issue either new shares or treasury shares
potentially held by the company.
The authorisation is valid until the end of the
next Annual General Meeting, however, no longer than until 30 June
2023.
(h) Decrease of share capital
and dissolution of share premium reserveThe share capital of Evli
is decreased in connection with the demerger by an amount equalling
Evli Plc’s share capital, i.e. to EUR 6,448,637.65. The amount by
which the share capital of Evli is decreased shall be used to
transfer funds to Evli Plc. The proposed share capital of Evli Plc
is EUR 23,745,459.66. In connection with the demerger, Evli’s share
premium reserve will be dissolved and these funds will be
transferred to Evli Plc’s reserve for invested unrestricted
equity.
The merger
In order to complete the combination, the
General Meeting resolved to approve the absorption merger of Fellow
Finance into Evli in accordance with the merger plan dated 30
September 2021 and approved by the Board of Directors of Evli and
Fellow Finance, registered with the Trade Register on 1 October
2021 (the “Merger Plan”) and to approve the proposals of the Board
of Directors in order to complete the following matters in relation
to the execution of the merger:
(a) the
amendment of Evli’s Articles of Association and the combination of
Evli’s class A shares and class B shares into one share class;
(b) the
composition of the Board of Directors of Evli and on the
remuneration paid to the members of the Board of Directors;
(c) the
election and remuneration of the auditor of Evli;
(d) the
issuance of shares in Evli to the shareholders of Fellow Finance as
merger consideration; and
(e) the
establishment of a Shareholders’ Nomination Board.
Resolutions that are
conditional on the completion of the merger will enter into force
in connection with the registration of the completion of the
merger. The planned completion date of the merger is 2 April 2022.
The completion date may change in accordance with the Merger
Plan.
In accordance with the Merger Plan, Fellow
Finance will merge into Evli through an absorption merger so that
all assets and liabilities of Fellow Finance will be transferred
without a liquidation procedure to Evli as set forth in the Merger
Plan.
In addition to the other matters described in
the Merger Plan, the resolution on the merger included the
following key matters described in more detail in the Merger
Plan:
(a) Amendment of the Articles
of Association and combination of share classesIn accordance with
the proposal of the Board of Directors, the General Meeting
resolved that, in addition to the other amendments, the Articles of
Association of Evli shall be amended in accordance with the Merger
Plan as follows:
(i) Article 1
concerning the company’s trade name is amended so that the
company’s new trade name is Fellow Bank Oyj (in English: Fellow
Bank Plc) (“Fellow
Bank”).(ii) Article 2 concerning
the company’s line of business is amended so as to better reflect
the business of the combined
company.(iii) The class A shares
and class B shares of the Company will be combined into one share
class by removing Article 4 concerning shares from the
Articles of Association.Upon the completion of the merger Evli’s
class A and class B shares shall be converted into one share class
whereby each share confers one vote. The 20 votes conferred by
Evli’s class A shares are converted into one vote conferred by a
share of the combined class so that after the combination of the
share classes each share in Evli confers one (1) vote.
The proposed amended Articles of Association are
included in full as an appendix to the Merger Plan.
The amendment will enter into force in
connection with the registration of the completion of the
merger.
(b) The number of the members
of the Board of Directors of Evli, election of the members of the
Board of Directors and remuneration to be paid to the members of
the Board of DirectorsThe General Meeting resolved that to elect
six (6) members to the Board of Directors of Evli. Markku Pohjola,
Teuvo Salminen, Lea Keinänen, Kai Myllyneva, Jorma Pirinen and Tero
Weckroth were elected as members of the Board of Directors for a
term starting on the registration date of the completion of the
merger and ending at the end of the first Annual General Meeting
following the registration date.
The General Meeting resolved that the members of
the Board of Directors shall be paid the following remuneration for
the term ending at the end of the next Annual General Meeting:
- chairperson of the Board, EUR
5,000.00 per month,
- committee chairpersons, EUR
4,000.00 per month, and
- other members of the Board, EUR
3,400.00 per month.
(c) Election of the auditor of
Evli and the remuneration paid to the
auditor;PricewaterhouseCoopers Oy was elected as the auditor of the
company, with Jukka Paunonen acting as the responsible auditor. The
auditor will be reimbursed in accordance with the auditor’s
reasonable invoice approved by the Board of Directors of Evli.
(d) Merger considerationIn
accordance with the Merger Plan, the shareholders of Fellow Finance
shall, after the combination of the share classes of Evli described
above, receive as merger consideration six (6) new shares in Evli
for each share they hold in Fellow Finance.
(e) Establishment of a
Shareholders’ Nomination BoardThe General Meeting resolved,
conditionally upon the completion of the merger, to establish a
permanent Shareholders’ Nomination Board to prepare the election
and remuneration of the Board of Directors (the “Nomination Board”)
and confirm the charter for the Nomination.
The main provisions of the charter read as
follows:
- The duties of the Nomination Board
are to: (i) prepare and present a proposal to the General Meeting
for the number of members of the Board of Directors, (ii) prepare
and present a proposal to the General Meeting for the Chairperson,
Vice Chairperson and members of the Board of Directors, (iii)
prepare and present a proposal to the General Meeting for the
remuneration of the members of the Board of Directors (including
the Chairperson and the Vice Chairperson) in accordance with the
remuneration policy for governing bodies, (iv) respond in the
General Meeting to the shareholders’ questions concerning the
proposals prepared by the Shareholders’ Nomination Board, (v)
prepare and see to it that the Company has up to date principles on
the diversity of the Board of Directors and (vi) see to the
successor planning for the members of the Board of Directors.
- The Nomination Board has four (4)
members. The chairperson of the Company’s Board of Directors may
participate in the work of the Nomination Board as an expert
without the right to participate in the Nomination Board’s decision
making.
- The members of the Nomination Board
are appointed so that the Company’s four (4) largest shareholders
are entitled to appoint one (1) member each.
- The number of shares owned by the
shareholders is determined on the basis of the Company’s
shareholders’ register in accordance with the situation on the last
day of August each year.
- The Nomination Board must make its
decisions unanimously. If unanimity cannot be reached, the
Nomination Board must inform the Board of Directors of this without
delay.
The increase of the Company’s share
capital proposed in the Merger Plan immediately after the
completion of the merger
In accordance with the proposal of the Board of
Directors, the General Meeting resolved on a share issue, which is
conditional upon the completion of the merger. The share issue will
be carried out as a directed share issue, i.e. in deviation from
the shareholders’ pre-emptive subscription right so that shares
will be subscribed for by Taaleri Plc, TN Ventures Oy and Evli Plc
in accordance with the undertakings they have issued.
The directed share issue will be of the amount
of EUR 11,715,469.09 and will be used to strengthen the company’s
solvency, i.e. CET1 core Tier 1 capital. Therefore, there is a
weighty financial reason for deviating from the shareholders’
pre-emptive subscription right.
The new shares issued in the directed share
issue will be subscribed for and paid immediately after the
completion of the merger. The issue shares represent approximately
29.9 percent of all shares in Fellow Bank immediately after the
completion of the merger calculated on the basis of the number of
shares in Evli and Fellow Finance issued and outstanding on the
date of the General Meeting. After the combination of the share
classes, a total of 20,005,924 new shares will be issued in the
directed share issue so that a total of 4,205,325 shares will be
offered for subscription to Taaleri Plc, 512,296 shares to TN
Ventures Oy and 15,288,303 shares to Evli Plc. The subscription
price of the shares is EUR 0.5856 per share, and the subscription
price is determined on the basis of the pricing applied in the
Arrangement. The subscription price of the shares must be paid to
the Company on the completion date of the merger, at the
latest.
The minutes of the General Meeting will be
available on the website www.evli.com/generalmeeting as of 5
January 2022 at the latest.
EVLI BANK PLC
Board of directors
Further information:
Juho Mikola, CFO, Evli Bank Plc, tel. +358 40
717 8888, juho.mikola@evli.com
Evli Bank Plc
Evli is a bank specialised in investments that helps
institutions, companies and individuals grow their wealth
responsibly. The range of products and services includes investment
funds, wealth management and capital markets services, alternative
investment products, equity research, incentive plan design and
management services, as well as Corporate Finance services. The
company also offers banking services that support clients'
investment operations. Evli is ranked as the best* and most
used** institutional asset manager in Finland. According to the
surveys, Evli also has Finland's best expertise in responsible
investment.***
Evli has EUR 16.8 billion of client assets under management (net
9/2021). Evli Group has equity of EUR 125.4 million and a BIS
solvency ratio of 16.1% (September 30, 2021). The company employs
around 280 people. Evli Bank Plc's B share is listed on
Nasdaq in Helsinki.
*Kantar Prospera External Asset Management Finland 2015, 2016,
2017, 2018, 2019, 2021 surveys. **Kantar Prospera External Asset
Management Finland 2017, 2018, 2019, 2020, 2021 -tutkimukset.
***Kantar Prospera Private Banking 2019, 2020 Finland -tutkimukset.
***SFR Scandinavian Financial Research Institutional Investment
Services Finland 2021.
Distribution: Nasdaq Helsinki, main
media, www.evli.com
Important Notice
In a number of jurisdictions, in particular in
Australia, South Africa, Hong Kong, Japan, Canada, Singapore, New
Zealand and the United States, the distribution of this release may
be subject to restrictions imposed by law (such as registration of
the relevant offering documents, admission, qualification and other
regulations). In particular, neither the merger consideration
shares nor any other securities referenced in this release have
been registered or will be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) or
the securities laws of any state of the United States and as such
neither the contemplated merger consideration shares nor any other
security referenced in this release may be offered or sold in the
United States except pursuant to an applicable exemption from
registration under the U.S. Securities Act.
This release is neither an offer to sell nor the
solicitation of an offer to buy any securities and shall not
constitute an offer, solicitation or sale in the United States or
any other jurisdiction in which such offering, solicitation or sale
would be unlawful. This release must not be forwarded, distributed
or sent, directly or indirectly, in whole or in part, in or into
the United States or any jurisdiction where the distribution of
this release would breach any applicable law or regulation or would
require any registration or licensing within such jurisdiction.
Failure to comply with the foregoing limitation may result in a
violation of the U.S. Securities Act or other applicable securities
laws.
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