The Finnish Financial Supervisory Authority has approved a supplement to the Demerger Prospectus for the demerger of Evli Bank Plc and a supplement to the Merger Prospectus for the merger of the remaining Evli and Fellow Finance Plc

EVLI BANK PLC STOCK EXCHANGE RELEASE 25 MARCH 2022 AT 1.00 PM. (EET/EEST)

NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA OR SINGAPORE, NEW ZEALAND, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE COMPLETED OR REGISTERED OR REQUIRE ANY MEASURE TO BE UNDERTAKEN IN ADDITION TO THE REQUIREMENTS UNDER FINNISH LAW. SEE “IMPORTANT NOTICE” BELOW.

The Finnish Financial Supervisory Authority has today on 25 March 2022, approved a supplement to the Finnish language demerger and listing prospectus of Evli Bank Plc (“Evli”) concerning the demerger and applying for Evli Plc’s class B shares to be listed on the official list of Nasdaq Helsinki Ltd (the “Demerger Prospectus”). In addition, the Finnish Financial Supervisory Authority has today on 25 March 2022, approved a supplement to the Finnish language merger and listing prospectus of Evli prepared for the issuance of merger consideration shares to Fellow Finance Plc’s (“Fellow Finance”) shareholders and applying for the new shares to be issued in connection with the merger to be listed on the official list of Nasdaq Helsinki Ltd (the “Merger Prospectus”).

The supplement to the Demerger Prospectus and the supplement to the Merger Prospectus relate to the stock exchange release published by Evli on 23 March 2022 that Evli and Fellow Finance have received all regulatory approvals and authorisation relating to the partial demerger of Evli and the merger of Fellow Finance into the company continuing Evli’s banking business and that thus all material conditions relating to regulatory authorisations and approvals agreed in the combination agreement entered into by Evli and Fellow Finance on July 14, 2021 have been fulfilled.

The supplement to the Demerger Prospectus and the supplement to the Merger Prospectus will be available on or about 25 March 2022 online at Evli’s webpage at www.evli.com/generalmeeting. In addition, the supplement to the Merger Prospectus will be available on or about 25 March 2022 online at Fellow Finance’s webpage www.fellowfinance.com/egm2021.

EVLI BANK PLC

Board of directors

Further information:

Juho Mikola, CFO, Evli Bank Plc, tel. +358 40 717 8888, juho.mikola@evli.com

Evli and Fellow Finance in brief

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 excluding the distribution liability in accordance with IFRIC 17, 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

Fellow Finance Plc is a loan-based crowdfunding and peer-to-peer lending platform. The company’s mission is to transform the traditional financing and payments to direct transactions between people and businesses. Fellow Finance has intermediated consumer and business financing of more than 900 million euros in Finland, Sweden, Denmark, Germany, Poland and the Czech Republic and served more than 1,000,000 customers. The company is regulated by the Financial Supervisory Authority of Finland as an Authorized Payment Institution and listed on the Nasdaq First North Growth Market Finland.

Distribution: Nasdaq Helsinki, main media, www.evli.com

Important Notice

This release is not an offer of shares in the United States and it is not intended for distribution in or into the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law. Evli Plc’s or Fellow Bank Plc’s shares have not been and will not be been registered under the U.S. Securities Act of 1933 (the “Securities Act”) or the securities laws of any state of the United States, and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.

This release does neither constitute an offer to sell nor a solicitation of an offer to buy any securities by Evli or Fellow Finance 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 Securities Act or other applicable securities laws. This release is not the Demerger Prospectus or the Merger Prospectus. Investors are directed to consult the Demerger Prospcetus and the Merger Prospectus for more comprehensive information on the arrangements described therein as well as on Evli Plc nad Fellow Bank Plc as well as their respective shares.

This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Neither Evli nor Fellow Finance, nor any of their respective affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.Attachements:

  • Supplement to Demerger Prospectus (in Finnish)
  • Supplement to Merger Prospectus (in Finnish)

Attachments

  • Jakautumisesitteen täydennys 25.3.2022
  • Sulautumisesitteen täydennys 25.3.2022
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