Evli Bank Plc: Notice of Annual General Meeting 2022
EVLI BANK PLC STOCK EXCHANGE RELEASE 10 FEBRUARY 2022 AT 6.15 PM EET
The Annual General Meeting of Evli Bank Plc (“Evli” or the “Company”) will be held on Wednesday 9 March 2022 starting at 13:00 at the headquarters of Evli at the address Aleksanterinkatu 19, 00100 Helsinki Finland.
In order to prevent the spread of the COVID-19 pandemic, the Board of Directors of the Company has resolved on exceptional meeting procedures based on the Act (375/2021) on temporary derogation from, e.g. the Limited Liability Companies Act, to prevent the spread of the COVID-19 pandemic. The Board of Directors has resolved to take the measures allowed by said legislation so that the General Meeting can be held in a predictable manner while ensuring the health and safety of the shareholders, the Company’s employees and other stakeholders.
The Company’s shareholders and their proxy representatives may participate in the General Meeting and exercise shareholder rights only by voting and by asking questions in advance in accordance with this notice. Instructions for shareholders are provided in section C. Instructions for participants in the General Meeting.
It will not be possible to participate in the meeting in person at the meeting venue, and no video link to the meeting venue will be provided. The Company’s Board of Directors, CEO and other management will not participate in the meeting.
A. Matters on the agenda of the General Meeting
In addition to the matters belonging to the Annual General Meeting (items 6 – 15), the general meeting shall consider matters entering into force as of the execution of a previously resolved merger between the Company and Fellow Finance Plc (items 16 – 17). Furthermore, the general meeting shall consider items 18 and 19, which shall enter into force as of the execution of a previously resolved partial demerger of the Company and such items concern Evli Plc, a company to be established in connection with the partial demerger.
At the meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney Pauliina Tenhunen will serve as chairperson of the meeting.
In the event Pauliina Tenhunen is prevented from serving as the chairperson for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to serve as the chairperson.
The chairperson may appoint a secretary for the meeting.
3. Election of the person to scrutinise the minutes and to supervise the counting of votes
Mari Etholén, the general counsel of the Company, will serve as the person to scrutinise the minutes and supervise the counting of votes.
In the event Mari Etholén is prevented from serving as the person to scrutinise the minutes and supervise the counting of votes for a weighty reason, the Board of Directors will appoint another person they deem the most suitable to scrutinise the minutes and supervise the counting of votes.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting in accordance with Chapter 5, sections 6 and 6 a of the Limited Liability Companies Act will be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd.
6. Presentation of the financial statements, the Board of Directors’ report and the auditor’s report for the year 2021
Presentation of the review by the CEO. The presentation will be available on the Company’s website www.evli.com/agm-2022 as a video no later than on 16 February 2022.
The Company’s annual report, which includes the Company’s financial statements, consolidated financial statements and the report of the Board of Directors as well as the Auditor’s report and which is available on the Company’s website no later than three weeks prior to the General Meeting, will be deemed to have been presented to the General Meeting under this item.
7. Adoption of the financial statements, which also means the adoption of the consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that based on the balance sheet to be adopted for financial year 2021, a dividend of EUR 1.06 per share be paid from the distributable funds of the Company for the total amount of EUR 25,288,883.20, with the rest of the distributable funds being entered into the equity of the Company.
The dividend shall be 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 Board of Directors proposes that the dividend is paid on 16 March 2022.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January 2021 to 31 December 2021
10. Remuneration report
The Board of Directors proposes that the remuneration report for the Company’s governing bodies for 2021 be approved. The resolution is advisory in accordance with the Finnish Companies Act.
The remuneration report will be published in the connection with the Annual Report and will be available on the Company’s website at www.evli.com/agm-2022 as of 16 February 2022 at the latest.
Since the Annual General Meeting can be attended only by advanced voting, the remuneration report 2021 is deemed to have been presented to the General Meeting under this item.
11. Resolution on the remuneration of the members of the Board of Directors
The Company’s extraordinary general meeting held on 22 December 2021 resolved, conditionally to the execution of the merger of the Company and Fellow Finance Plc, on the remuneration to be paid to the members of the Board of Directors. The aforementioned remuneration shall enter into force as of the execution of the merger.
It is proposed that this Annual General Meeting shall resolve on the remuneration of the members of the Board of Directors for the period until the execution of the aforementioned merger. Shareholders who represent approximately 80 percent of the voting rights of the shares in the Company propose that the amount of the remuneration payable to the Members of the Board, the Chairmen of the Board Committees and the Chairman of the Board would remain unchanged. The amounts payable to Members of the Board would be EUR 5,000.00 per month, to the Chairmen of the Board Committees EUR 6,000.00 per month and to the Chairman of the Board of Directors EUR 7,500.00 per month.
12. Resolution on the number of members of the Board of Directors
The Company’s extraordinary general meeting held on 22 December 2021 resolved, conditionally to the execution of the merger of the Company and Fellow Finance Plc, on the number of members of the Board of Directors. The number of members of the Board of Directors shall enter into force as of the execution of the merger.
It is proposed that this Annual General Meeting shall resolve on the number of members of the Board of Directors for the period, which begins at the closing of the Annual General Meeting and ends on the execution of the merger. Shareholders who represent approximately 80 percent of the voting rights of the shares in the Company propose that a total of five (5) members be confirmed as the number of members in the Company’s Board of Directors.
13. Election of members of the Board of Directors
The Company’s extraordinary general meeting held on 22 December 2021 resolved, conditionally to the execution of the merger of the Company and Fellow Finance Plc, on the election of the members of the Board of Directors. The elected members of the Board of Directors shall start their duties as of the execution of the merger.
It is proposed that this Annual General Meeting shall elect member of the Board of Directors for the period, which begins at the closing of the Annual General Meeting and ends on the execution of the merger. Shareholders who represent approximately 80 percent of the voting rights of the shares in the Company propose that the present members Henrik Andersin, Fredrik Hacklin, Sari Helander, Robert Ingman and Teuvo Salminen be re-elected as members of the Board of Directors.
All candidates have given their consent to the election. The nominees' biographical details are available on the Company’s website www.evli.com/agm-2022.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the auditor’s remuneration be paid according to a reasonable invoice approved by the Company.
15. Election of the auditor
The Board of Directors proposes that the auditing firm PricewaterhouseCoopers Oy be elected as the Company's auditor. PricewaterhouseCoopers Oy has notified the Company that Authorized Public Accountant Jukka Paunonen, would be the principally responsible auditor.
Resolutions conditional to the execution of the merger between the Company and Fellow Finance Plc
16. 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 Company 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 Board of Directors proposes that the Annual General Meeting authorize 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 proposed 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 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.
17. 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 Company 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 Board of Directors proposes that the Annual General Meeting authorize 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 proposed 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 until the end of the next Annual General Meeting but no longer 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
18. 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. Shareholders who represent approximately 80 percent of the voting rights of the shares in the Company propose that the Board of Directors of Evli Plc shall be supplemented with one additional member so that the number of members of the Board of Directors shall be six (6). It is proposed that Antti Kuljukka shall be 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.
19. 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. The remuneration policy of Evli Plc is proposed to be approved conditionally to the execution of the partial demerger. The resolution is advisory in accordance with the Finnish Companies Act.
The remuneration policy of Evli Plc will be published in the connection with the Annual Report and will be available on the Company’s website at www.evli.com/agm-2022 as of 16 February 2022 at the latest.
Since the Annual General Meeting can be attended only by advanced voting, the remuneration policy is deemed to have been presented to the General Meeting under this item.
20. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice, the remuneration report, the financial statements, the Board of Directors’ report and the auditor’s report of Evli Bank Plc and the remuneration policy of Evli Plc will be available on Evli Bank Plc’s website at www.evli.com/agm-2022 no later than on 16 February 2022.
Copies of the proposals for decisions, the other above-mentioned documents and of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website as from 23 March 2022 at the latest.
C. Instructions for the participants in the General Meeting
In order to prevent the spread of the COVID-19 pandemic, the General Meeting will be organised so that the shareholders and their proxy representatives are not allowed to participate in the General Meeting at the meeting venue. The Company’s shareholders and their proxy representatives can participate in the General Meeting and exercise their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions set out below.
1. Shareholders recorded in the shareholders’ register
Each shareholder, who is registered in the shareholders’ register of the Company held by Euroclear Finland Ltd on the record date of the General Meeting, which is 25 February 2022, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.
Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
2. Notification of participation and voting in advance
Notification of participation may be submitted, and advance voting begins at 12:00 noon on 18 February 2022. Participation in the meeting requires that a shareholder entered into the Company’s shareholders’ register notifies the Company of his/her participation and votes in advance no later than 16:00 EET on 2 March 2022, by which time the notification of participation and advance votes must be received.
In connection with submitting the notice of participation, a shareholder shall provide the requested information, such as the shareholder’s identification and contact details. The personal data provided by the shareholders is only used in connection with the General Meeting and with the necessary processing of related registrations.
Shareholders with a Finnish book-entry account can submit the notice of participation and vote in advance on certain matters on the agenda between 12:00 noon EET on 18 February 2022 and 16:00 EET on 2 March 2022 in the following ways:
A) Through Evli’s website at www.evli.com/agm-2022
Registration and voting in advance require strong electronic authentication of the shareholder. When a shareholder who is a natural person logs into the service through the Company’s website, he/she is directed to the electronic authentication. After this, a shareholder can in one session register to the General Meeting, authorize another person and vote in advance. Strong electronic authentication works with online bank IDs or a mobile certificate.
For shareholders that are legal persons, no strong electronic authentication is required. However, a shareholder that is a legal person must notify its book-entry account number and other required information. If the shareholder that is a legal person uses the electronic Suomi.fi e-authorization, the registration requires a strong electronic authentication of the authorized person, which works with online bank IDs or a mobile certificate.
The terms and conditions and other instructions for advance voting will be available on the Company’s website as of the beginning date of the advance voting, 18 February 2022, at the latest.
B) By mail or by email
A shareholder or his/her proxy representative may send the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Ltd, Yhtiökokous / Evli Bank Plc, P.O. Box 1110, FI-00101 Helsinki by letter or by email at yhtiokokous@euroclear.eu. The voting form will be available on the Company’s website no later than on 18 February 2022.
Delivering of votes prior to the end of registration and advance voting period is also considered as registration for the General Meeting if all required information for registration described above is given.
The voting instructions will be available on the Company’s website at www.evli.com/agm-2022 as of 18 February 2022 at the latest.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
A template for a proxy document and voting instructions are available on the Company’s website at www.evli.com/agm-2022 as of 18 February 2022 at the latest when the deadline for delivering counterproposals to be put to a vote has expired and when the Company has published possible counterproposals to be put to a vote on the Company’s website.
A shareholder, who will not vote in advance himself/herself, may without any cost to the shareholder use the Company’s proxy authorization service and authorize Roopert Laitinen, lawyer at Castrén & Snellman Attorneys Ltd, or another Attorney-at-Law from Castrén & Snellman Attorneys Ltd independent of the Company and appointed by him to act as a proxy representative and exercise the shareholder’s voting rights at the General Meeting in accordance with the voting instructions given by the shareholder. A signed proxy document including an advance voting form must be delivered to lawyer Roopert Laitinen, by regular mail or e-mail (contact details below) before the end of the registration and advance voting period, by which time the documents must be received.
Further information on the designated proxy representative:
postal address: Castrén & Snellman Attorneys Ltd, Roopert Laitinen, Eteläesplanadi 14, 00130 Helsinki, Finland
e-mail: roopert.laitinen@castren.fi
phone: +358 20 7765 478
A shareholder may participate in the General Meeting and exercise his/her rights also by appointing another proxy representative of his/her choice. A proxy representative appointed by a shareholder must also vote in advance by regular mail or e-mail in the herein described manner (a proxy representative cannot vote in the electronic advance voting system). A proxy representative must deliver a proxy document given to him/her including an advance voting form or corresponding information by regular mail to Euroclear Finland Ltd, Yhtiökokous / Evli Bank Plc, P.O. Box 1110, 00101 Helsinki or by e-mail to yhtiokokous@euroclear.eu before the end of the registration and advance voting period, by which time the documents or corresponding information must be received. Delivery of a proxy document to Euroclear Finland Ltd before the expiration of the registration period constitutes due registration for the General Meeting.
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy in Euroclear Finland’s general meeting service. In this case, the shareholder that is a legal person authorizes an assignee nominated by it in the Suomi.fi service at www.suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify himself or herself with strong electronic authentication in Euroclear Finland’s general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking IDs or a mobile certificate. More information on www.suomi.fi/e-authorizations and the Company’s website www.evli.com/agm-2022.
A holder of nominee-registered shares is advised to follow the instructions of his/her custodian bank regarding proxies. If a holder of nominee-registered shares wishes to be represented by some other person than his/her custodian, the representative must present to the Company a dated proxy demonstrating the right to represent the shareholder.
4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e., on 25 February 2022, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder based on such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd no later than 4 March 2022 at 10 am. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares who wants to participate in the General Meeting into the temporary shareholders’ register of the Company no later than the time stated above and arrange voting on behalf of a holder of nominee registered shares.
The temporary shareholders’ register of Evli Bank Plc as at the record date of 25 February 2022 is available at Euroclear Finland Ltd, Urho Kekkosen katu 5 C, Helsinki.
5. Making counterproposals to the proposed resolutions and presenting questions in advance
Shareholders holding at least one hundredth of all shares in the Company within the meaning of the Temporary Act have a right to make a counterproposal to the proposed resolutions on the agenda of the General Meeting, which will be put to a vote. Such counterproposals must be delivered to the Company by e-mail to ir@evli.com by no later than 17 February 2022 at 4.00 pm. Shareholders making a counterproposal must in connection with delivering the counterproposal present evidence of their shareholdings. A counterproposal will be considered at the General Meeting provided that the shareholder has the right to participate in the General Meeting, he/she has registered for General Meeting and that the shareholder holds shares corresponding to at least one hundredth of all shares in the Company on the record date of the General Meeting. If the counterproposal is not taken up for consideration at the General Meeting, the votes given in favour of the counterproposal will not be taken into consideration. The Company will publish possible counterproposals to be put to a vote on the Company’s website at www.evli.com/agm-2022 by no later than 18 February 2022.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder may present questions with respect to the matters to be considered at the General Meeting until 23 February 2022 by e-mail to ir@evli.com. Such questions by shareholders, the Company’s responses to such questions as well as other counterproposals than those put to a vote are available on the on the Company’s website at www.evli.com/agm-2022 by no later than 28 February 2022. As a prerequisite for presenting questions, a shareholder must present evidence to the Company of his/her shareholding.
6. Other instructions and information
On the date of this notice to the General Meeting, 10 February 2022, the total number of shares of Evli Bank Plc is 24,109,420 shares divided into 14,493,148 unlisted class A shares and 9,616,272 listed class B shares. According to the Articles of Association, each A share entitles the holder to twenty (20) votes and each B share to one (1) vote at the General Meeting. On the date of this notice, the Company holds a total of 251,983 of its own class B shares. The shares held by the Company do not carry a right to participate in the General Meeting.
Helsinki, 10 February 2022
Evli Bank Plc
Board of Directors
For additional information, please contact:
Sari Paronen, Communications Specialist, Evli Bank Plc, tel. +358 40 7442697, sari.paronen@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
