EVLI BANK PLC STOCK EXCHANGE RELEASE FEBRUARY 13, 2019, AT 3.30 PM
Time: March 12, 2019 at 9.00 am.
Place: The Helsinki Music Centre (Restaurant-Club), Mannerheimintie 13 A, 00100 Helsinki
Notice is given to the shareholders of Evli Bank Plc to the Annual General Meeting to be held on March 12, 2019 at 9.00 am. at The Helsinki Music Centre, Restaurant-Club, Mannerheimintie 13 A, 00100 Helsinki (entrance Kansalaistori 2). The reception of persons who have registered for the meeting will commence at 8.30 am. The meeting will be held in Finnish.
A. Matters on the agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to 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
6. Presentation of the financial statements, the Board of Directors' report and the auditor's report for the year 2018
Presentation of the review by the CEO
7. Adoption of the financial statements, which means also 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 to the Annual General Meeting that a dividend of EUR 0.61 per series A and series B share be distributed based on the adopted balance sheet for 2018 and the remaining distributable assets be retained in equity. The dividend shall be paid to a shareholder who on the dividend record date March 14, 2019 is registered in the shareholders' register of the company held by Euroclear Finland Ltd. No dividend is paid on own shares held by the Company as treasury shares on the record date for the payment of dividend. The Board of Directors proposes that dividend be paid on March 21, 2019.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
Shareholders who represent approximately 75 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 amount of the remuneration payable to Members of the Board would be EUR 5,000.00 per month, the amount of the remuneration payable to the Chairmen of the Board Committees be EUR 6,000.00 per month and the amount of the remuneration payable to the Chairman of the Board of Directors would be EUR 7,500.00 per month.
11. Resolution on the number of members of the Board of Directors
Shareholders who represent approximately 75 percent of the voting rights of the shares in the company propose that a total of six (6) members be confirmed as the number of members in the company's Board.
12. Election of members of the Board of Directors
Shareholders who represent approximately 75 percent of the voting rights of the shares in the company propose that the present members Henrik Andersin, Robert Ingman, Mikael Lilius and Teuvo Salminen be re-elected as members of the Board of Directors. In addition, Sari Helander, Senior Vice President, Logistics Solutions at Posti Group Corporation and Fredrik Hacklin, Professor at Vlerick Business School and ETH Zurich would be elected as new members of the Board of Directors. The present board member Johanna Lamminen has informed that she will no longer be a candidate for Evli's Board of Directors.
All candidates have given their consent to the election. The nominees' biographical details are available on Evli's website www.evli.com/agm
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the auditor be paid a remuneration according to a reasonable invoice approved by the company.
14. Election of 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.
15. Authorizing the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on the repurchase of the company's own series A and series B shares in one or more lots as follows:
The total number of own series A shares to be repurchased may be a maximum of 1,540,752 shares, and the total number of own series B shares to be repurchased may be a maximum of 849,390 shares. The proposed number of shares represents approximately 10 percent of all the shares of the company on the date of the Notice of the Annual General Meeting.
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 for series B shares 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. Financial instruments such as derivatives may be used in the purchasing. The company's own shares may be repurchased in other proportion than the shareholders' proportional shareholdings (private purchase). Shares may be repurchased through public trading at the prevailing market price formed for the B-shares in public trading on the Nasdaq Helsinki Oy on the date of repurchase.
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 June 30, 2020.
16. 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 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, for a fee or free of charge.
Based on the authorization, the number of shares issued or transferred, including shares received based on special rights, may total a maximum of 2,390,142 series B shares. The proposed number of shares represents approximately 10 percent of all the shares of the company on the date of the Notice of the Annual General Meeting. Of the above-mentioned total number, however, a maximum of 478,028 shares may be used as part of the company's share-based incentive schemes, representing approximately 2 percent of all the shares of the company on the date of the Notice of the Annual General Meeting.
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 June 30, 2020.
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 financial statements, the Board of Directors' report and the auditor's report of Evli Bank Plc will be available on Evli Bank Plc's website at www.evli.com/agm no later than Tuesday February 19, 2019. The proposals for decisions and the other above-mentioned documents will also be available at the meeting. Copies of these 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 March 26, 2019 at the latest.
C. Instructions for the participants of the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder who is registered on the record date, February 28, 2019, in the shareholders' register of the company held by Euroclear Finland Ltd 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.
A shareholder who is registered in the shareholders' register of the company and who wants to participate in the General Meeting shall register for the meeting no later than March 4, 2019 by 4.00 pm. by giving a prior notice of participation which shall be received by the company no later than on the above-mentioned date.
Such notice can be given:
a) on Evli's website www.evli.com/agm;
b) by e-mail at ir@evli.com
c) by telephone at +358 (0)9 476 690, Mon-Fri 9.00 am. to 4.30 pm.;
d) by regular mail to Evli Bank Plc, AGM, PO Box 1081, FI-00101 Helsinki.
In connection with the registration, a shareholder shall notify his/her name, personal identification number / business identity code, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Evli Bank Plc will only be used in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. 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 February 28, 2019, 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 March 7, 2019 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.
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. When 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.
Any proxy documents should be delivered in originals to Evli Bank Plc, AGM, P.O. Box 1081, FI-00101 Helsinki before the last date for registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the General Meeting February 13, 2019, the total number of shares of Evli Bank Plc is 23,901,420 shares divided into 15,407,519 series A shares and 8,493,901 series 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.
Breakfast will be served to the shareholders before the General Meeting, starting at 8.30 am.
Helsinki, February 12, 2019
EVLI BANK PLC
Board of Directors
For additional information, please contact:
Mikaela Herrala, IR and Communications Manager, Evli Bank Plc, tel. +358 50 544 5740, mikaela.herrala@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, investment research, administration of incentive programs and Corporate Finance services. The company also offers banking services that support clients' investment operations. Evli is the highest ranked and most used institutional asset manager in Finland*.
Evli has a total of EUR 11.4 billion in client assets under management (net 12/2018). The Evli Group's equity capital totals EUR 77.4 million and its BIS capital adequacy ratio is 16.2 percent (December 31, 2018). The company has more than 250 employees. Evli Bank Plc's B shares are listed on Nasdaq Helsinki Ltd.
*KANTAR SIFO Prospera External Asset Management Finland 2015, 2016, 2017, 2018, SFR Scandinavian Financial Research Institutional Investment Services, Finland 2015, 2016, 2017, 2018.
Distribution: Nasdaq Helsinki Ltd, main media, www.evli.com