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
