Resolutions of the Annual General Meeting of Evli Bank Plc held on
9 March 2022
EVLI BANK PLC STOCK EXCHANGE RELEASE 9 MARCH
2022 AT 15.30 (EET/EEST)
Evli Bank Plc's Annual General Meeting on 9
March 2022 approved the financial statements and discharged the
members of the Board of Directors and the company's CEO from
liability for the financial year 2021.
The Meeting approved the Board of Directors'
proposal to pay a dividend of EUR 1.06 per share for total amount
of EUR 25,288,883.20 for the financial year. The dividend is paid
to shareholders who are registered in the shareholders’ register
maintained by Euroclear Finland Oy on the dividend record date on
11 March 2022. The dividend is paid on 18 March 2022.
The Annual General Meeting approved the
Remuneration Report 2021 of the company’s governing bodies.
Board of Directors
The company’s extraordinary general meeting held
on 22 December 2021 resolved, conditionally to the execution of the
merger of Evli Pankki Plc and Fellow Finance Plc, on the
remuneration to be paid to the members of the Board of Directors,
the number of members of the Board of Directors and the election of
members of the Board of Directors. The aforementioned resolutions
shall enter into force as of the execution of the merger.
For the period, which begins at the closing of
the Annual General Meeting and ends on the execution of the
abovementioned merger, the Annual General Meeting decided that the
Board of Directors will consist of five (5) members. The following
people were re-elected to the Board of Directors: Henrik Andersin,
Fredrik Hacklin, Sari Helander, Robert Ingman and Teuvo
Salminen.
For the period, which begins at the closing of
the Annual General Meeting and ends on the execution of the
abovementioned merger, it was decided that the following
remuneration shall be paid to the members of the Board of
Directors: EUR 5,000.00 per month to the Members of the Board, EUR
6,000.00 per month to the Chairmen of the Board Committees and EUR
7,500.00 per month to the Chairman of the Board.
The Auditor
The auditing firm PricewaterhouseCoopers Oy was
elected as the company's auditor and Jukka Paunonen, Authorized
Public Accountant, as the principally responsible auditor. The
auditor shall be paid remuneration according to a reasonable
invoice approved by the company
Resolutions conditional to the execution of the
merger between the company and Fellow Finance Plc
Authorizing the Board of Directors to
decide on the repurchase of the
company’s own shares
The extraordinary general meeting held on 22
December 2021 resolved, conditionally to the execution of merger
between the Evli Bank Plc and Fellow Finance Plc, to combine the
class A shares and class B shares into one share class. The 20
votes conferred by 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 the company confers
one (1) vote.
The Annual General Meeting authorized the Board
of Directors to decide on the repurchase of the company's shares
(the combined share class) in one or more lots as follows:
The total number of own shares to be repurchased
may be a maximum of 8,700,000 shares. The number of shares
represents approximately 10 percent of all the shares of the
company after the merger between the company and Fellow Finance Plc
has been executed and the directed share issue taking place in
connection with the merger has been duly completed.
Based on the authorization, the company's own
shares may only be repurchased with unrestricted equity. The
company's own shares may be repurchased at the price formed in
public trading or at the price otherwise formed on the market on
the purchase day.
The Board of Directors will decide how the
company's own shares will be repurchased. The company's own shares
may be repurchased in other proportion than the shareholders'
proportional shareholdings (private purchase).
The authorization will replace earlier unused
authorizations to repurchase the company's own shares. The
authorization will be in force as of the execution of the merger
between the company and Fellow Finance Plc until the next Annual
General Meeting but no later than until 30 June 2023.
The authorization is conditional to the
execution of the merger of the company and Fellow Finance Plc which
was approved in the extraordinary general meeting held on 22
December 2021.
Authorizing the Board of Directors to
decide on the issuance of shares as well as the issuance of options
and other special rights entitling to shares
The extraordinary general meeting held on 22
December 2021 resolved, conditionally to the execution of merger
between the Evli Bank Plc and Fellow Finance Plc, to combine the
class A shares and class B shares into one share class. The 20
votes conferred by 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 the company confers
one (1) vote.
The Annual General Meeting authorized the Board
of Directors to decide on the issuance of shares and special rights
entitling to shares pursuant to Chapter 10, section 1, of the
Companies Act in one or more lots, with or without
consideration.
Based on the authorization, the number of shares
issued or transferred, including shares received based on special
rights, may total a maximum of 4,350,000 shares. The number of
shares represents approximately 5 percent of all the shares of the
company after the merger between the company and Fellow Finance Plc
has been executed and the directed share issue taking place in
connection with the merger has been duly completed.
The authorization will entitle the Board of
Directors to decide on all the terms and conditions related to the
issuing of shares and special rights entitling to shares, including
the right to deviate from the shareholders' pre-emptive
subscription rights. The Board of Directors may decide to issue
either new shares or any own shares in the possession of the
company.
The authorization will replace earlier unused
authorizations concerning the issuance of shares as well as the
issuance of options and other special rights entitling to shares.
The authorization is proposed to be in force as of the execution of
the merger between the company and Fellow Finance Plc until the end
of the next Annual General Meeting but no later than until 30 June
2023.
The authorization is conditional to the
execution of the merger of the company and Fellow Finance Plc which
was approved in the extraordinary general meeting held on 22
December 2021.
Resolutions concerning Evli Plc, which are
conditional to the execution of the partial demerger of the
company
Supplementation of the Board of
Directors of Evli Plc
The extraordinary general meeting approved the
composition for the Board of Directors of Evli Plc on 22 December
2021.
The Annual General Meeting decided to supplement
the Board of Directors with one additional member so that the
number of members of the Board of Directors is six (6). Antti
Kuljukka was elected as the new member of the Board of Directors.
The appointment is conditional to the execution of the partial
demerger.
After the execution of the partial demerger, the
Board of Directors of Evli Plc shall consist of Henrik Andersin,
Fredrik Hacklin, Sari Helander, Robert Ingman, Antti Kuljukka and
Teuvo Salminen.
The remuneration
policy of Evli Plc
The company’s extraordinary general meeting held
on 22 December 2021 resolved on the partial demerger of the
company. In connection with the execution of the demerger, Evli Plc
is established.
Conditionally to the execution of the partial
demerger, the Annual General Meeting approved the Remuneration
Policy of Evli Plc’s governing bodies.
The minutes of the General Meeting will be
available on the website www.evli.com/agm-2022 as of 23 March
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 specialized in investments that
helps institutions, corporations and private persons increase their
wealth. The product and service offering includes mutual funds,
asset management and capital markets services, alternative
investment products, equity research, incentive plan design and
administration 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. Evli also has Finland's
best expertise in responsible investment.***
Evli has a total of EUR 17.5 billion in client
assets under management (net 12/2021). Evli Group's equity capital
totals EUR 118.1 million and its BIS capital adequacy ratio is 15.4
percent (December 31, 2021). The company has around 290 employees.
Evli Bank Plc’s B shares are listed on Nasdaq Helsinki Ltd.
*Kantar Prospera External Asset Management
Finland 2015, 2016, 2017, 2018, 2019, 2021, Kantar Prospera Private
Banking 2019, 2020 Finland **Kantar Prospera External Asset
Management Finland 2017, 2018, 2019, 2020, 2021 ***SFR Scandinavian
Financial Research Institutional Investment Services Finland
2021
Distribution: Nasdaq Helsinki, main
media, www.evli.com
Evli Pankki Oyj (LSE:0RD4)
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De Mar 2024 a Abr 2024
Evli Pankki Oyj (LSE:0RD4)
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