EVLI BANK PLC STOCK EXCHANGE RELEASE MARCH 12, 2019, AT 2.15 PM
Decisions taken by Evli Bank Plc's Annual General Meeting and Board of Directors on March 12, 2019
Evli Bank Plc's Annual General Meeting on March 12, 2019 approved the financial statements and discharged the members of the Board of Directors and the company's CEO from liability for the financial year 2018. The Meeting approved the Board of Directors' proposal to pay a dividend of EUR 0.61 per share. The dividend will be paid to shareholders who are recorded in the company's shareholder register maintained by Euroclear Finland Ltd. The record date is March 14, 2019. The dividend will be paid on March 21, 2019.
Board of Directors and Auditor
The Annual General Meeting decided that the Board of Directors will consist of six (6) members. The following people were re-elected to the Board of Directors: Henrik Andersin, Robert Ingman, Mikael Lilius and Teuvo Salminen. In addition, Sari Helander and Fredrik Hacklin were elected as new members to the Board of Directors.
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 Committees and EUR 7,500.00 per month to the Chairman of the Board.
The auditing firm PricewaterhouseCoopers Oy was elected as the company's auditor and Jukka Paunonen, APA, as the principally responsible auditor. The auditor shall be paid remuneration according to a reasonable invoice approved by the company.
Authorizing the Board of Directors to decide on the repurchase of the company's own shares
The Annual General Meeting authorized 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 ten (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.
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 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 Limited Liability 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 ten (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 two (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 will be in force until the end of the next Annual General Meeting but no longer than until June 30, 2020.
The minutes of the meeting will be available on www.evli.com/agm as of March 26, 2019 at the latest.
Decisions by the Board of Directors
The organizational meeting of the Board of Directors elected from among its members Henrik Andersin as its Chairman and Mikael Lilius as its Vice Chairman.
Teuvo Salminen was elected Chairman and Sari Helander and Robert Ingman as members of the Audit Committee. Mikael Lilius was elected as Chairman and Henrik Andersin and Fredrik Hacklin as members of the Compensation Committee.
Fredrik Hacklin, Sari Helander, Mikael Lilius and Teuvo Salminen are independent of both the company and of significant shareholders.
EVLI BANK PLC
For additional information, please contact:
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, 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