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Evli Bank Plc: Notice of Extraordinary General Meeting 2021

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EVLI BANK PLC STOCK EXCHANGE RELEASE, 8 NOVEMBER 2021 AT 2:00 PM. EET

The Extraordinary General Meeting of Evli Bank Plc (“Evli” or the “Company”) will be held on Wednesday 22 December 2021 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.

The Company will publish a pre-recorded presentation for its shareholders on its website at www.evli.com/generalmeeting on 13 December 2021 in which the Company’s management presents the proposed transaction and addresses the questions submitted by the shareholders in advance. The presentation is not part of the General Meeting and will be held exclusively in Finnish.

A. Matters on the agenda of the General Meeting

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

Sari Paronen will serve as the person to scrutinise the minutes and supervise the counting of votes.

If Sari Paronen 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 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. Decisions concerning the Arrangement between Evli Bank Plc and Fellow Finance Plc

The proposed resolutions under item 6 form an entirety that requires the adoption of all its individual items by a single resolution.

Background

Evli Bank announced on 14 July 2021 an arrangement (“Arrangement”) relating to a combination agreement (“Combination Agreement”) signed between Evli and Fellow Finance Plc (“Fellow Finance”) and the measures related thereto. In the Arrangement, Evli will demerge through a partial demerger pursuant to the Act on Commercial Banks and the Limited Liability Companies Act into a new asset management group that will be listed (“New Evli”) and a company that will carry on Evli’s banking services and into which Fellow Finance will merge (the combined company formed in the merger of Fellow Finance and the company that will carry on Evli’s banking services is hereinafter referred to as “Fellow Bank”). As a result of the merger, all assets and liabilities of Fellow Finance shall be transferred without a liquidation procedure to Evli. Fellow Finance shall automatically dissolve as a result of the merger. In the merger, the shareholders of Fellow Finance shall receive new shares in Evli as merger consideration in proportion to their existing shareholdings. In connection with the Arrangement, Taaleri Plc, TN Ventures Oy and New Evli to be established in connection with the completion of the demerger will subscribe for and pay new shares in Fellow Bank in a directed share issue so that Fellow Bank will receive approximately EUR 11.7 million of additional capital through the directed share issue.

More detailed information on the Arrangement and its reasons is available in the stock exchange release published on 14 July 2021.

Demerger

In order to complete the demerger, the Board of Directors of Evli proposes that the General Meeting resolve on the partial demerger in accordance with the demerger plan dated 30 September 2021 and approved by Board of Directors of Evli and registered with the Trade Register on 1 October 2021 (the “Demerger Plan”) and approve the Demerger Plan so that, as part of the demerger resolution, the General Meeting would also resolve, conditionally upon the completion of the demerger, on the following matters:

(a) the establishment of New Evli and the approval of the Articles of Association;
(b) the composition of the Board of Directors of New Evli and on the remuneration paid to the members of the Board of Directors;
(c) the election and remuneration of the auditor of New Evli;
(d) the issuance of A shares and B shares in New Evli to the shareholders of Evli as demerger consideration;
(e) authorisation of the Board of Directors of New Evli to issue shares and special rights entitling to shares in New Evli;
(f) authorisation of the Board of Directors of New Evli to decide on the repurchase of New Evli’s own shares;
(g) authorisation of the Board of Directors of New Evli to decide on a share issue for establishing a share-based incentive plan with similar terms as Evli’s incentive plan currently in force; and
(h) the decrease of Evli’s share capital and the dissolution of the share premium reserve.

Resolutions that are conditional on the completion of the demerger will enter into force in connection with the registration of the completion of the demerger. The planned completion date of the demerger is 2 April 2022. The completion date may change in accordance with the Demerger Plan.

Current shareholders of Evli who, on the date of this notice, represent a total of approximately 53.95 percent of all the outstanding shares in Evli and 70.65 percent of all of the votes carried by the outstanding shares, have undertaken under certain customary terms to participate in the Extraordinary General Meeting that will resolve on the demerger and to vote in favour of the proposed resolutions.

The proposed resolutions form an entirety that requires the adoption of all its individual items by a single resolution.

The General Meeting can only approve or reject the proposed resolutions but cannot alter the Demerger Plan.

Resolution on the demerger

In accordance with the Demerger Plan, Evli will demerge through a partial demerger so that the assets and liabilities relating to Evli's asset management services, custody, clearing and settlement, and trading services and their support services (i.e. the operations falling under the investment services authorisation) will transfer without a liquidation procedure to New Evli, a company to be incorporated in the demerger as set forth in the Demerger Plan. The demerging company will retain the assets and liabilities relating to banking services, i.e. the operations falling under the credit institution licence.

The Board of Directors of Evli proposes that the General Meeting resolve on the partial demerger of Evli in accordance with the Demerger Plan and approve the Demerger Plan.

In addition to the other matters described in the Demerger Plan, the resolution on the demerger includes the following key matters described in more detail in the Demerger Plan:

(a) the establishment of New Evli, i.e. Evli Plc, and the approval of the Articles of Association

New Evli as the receiving company in the demerger is established in connection with the registration of the completion of the demerger. It has been proposed that the trade name of the company be Evli Oyj, and the company’s proposed Articles of Association are included in full as an appendix to the Demerger Plan.

(b) the number of the members of the Board of Directors of New Evli, election of the members of the Board of Directors and remuneration to be paid to the members of the Board of Directors

The Board of Directors of Evli proposes to the General Meeting that the number of the members of the Board of Directors of New Evli to be elected be five (5).

The Board of Directors proposes to the General Meeting that Henrik Andersin, Fredrik Hacklin, Sari Helander, Robert Ingman and Teuvo Salminen be elected as members of the Board of Directors for a term starting on the registration date of the completion of the demerger and ending at the end of the first Annual General Meeting following the registration date.

All candidates have given their consent to the election. The candidates are presented on the Company’s website.

The Board of Directors proposes to the General Meeting that the members of the Board of Directors be paid the following remuneration for the term ending at the end of the next Annual General Meeting:

  • chairperson of the Board, EUR 7,500.00 per month

  • chairmen of the committees EUR 6,000 per month, and

  • each member of the Board, EUR 5,000.00 per month.

(c) election of the auditor of New Evli and the remuneration paid to the auditor

The Board of Directors proposes that PricewaterhouseCoopers Oy be elected as the auditor of the company, with Jukka Paunonen acting as the responsible auditor. The auditor will be reimbursed in accordance with the auditors’ reasonable invoice approved by the Board of Directors of New Evli.

(d) demerger consideration

In accordance with the Demerger Plan, the shareholders of Evli shall receive as demerger consideration one (1) new A share of New Evli for each A share owned in Evli and one (1) B share of New Evli for each B share owned in Evli, that is, the demerger consideration shall be issued to the shareholders of Evli in proportion to their existing shareholding with a ratio of 1:1.

New Evli has two (2) share classes (A shares and B shares). The shares of New Evli do not have a nominal value.

No other consideration shall be issued to the shareholders of Evli in addition to the aforementioned demerger consideration to be issued in the form of shares in New Evli.

Based on the number of shares in Evli issued and outstanding on the date of this notice convening the General Meeting, the total number of shares issued by New Evli to the shareholders of Evli as demerger consideration would be 14,507,948 new A shares and 9,349,489 new B shares.

(e) authorisation to issue shares and special rights entitling to shares in New Evli

The Board of Directors proposes that the General Meeting authorise the Board of Directors of New Evli to decide on the issuance of shares and special rights entitling to shares as referred to in Chapter 10, section 1 of the Limited Liability Companies Act in one or more tranches either against payment or free of charge.

The maximum number of shares to be issued or transferred based on the authorisation, including the shares received on the basis of the special rights, is 2,410,942 New Evli B Shares in total. The proposed number of shares corresponds to approximately 10 percent of the company’s shares as at the date of this notice convening the general meeting. However, a maximum of 241,094 New Evli B shares of the aforementioned maximum amount can be issued for use as part of the company’s share-based incentive plans, which corresponds to approximately 1 percent of the total number of all shares in the company at the date of this notice convening the general meeting.

The authorisation will entitle the Board of Directors to decide on all terms of the issuance of shares and special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right. The Board of Directors can decide to issue either new shares or treasury shares potentially held by the company.

It is proposed that the authorisation be valid until the end of the next Annual General Meeting, however, no longer than until 30 June 2023.

(f) authorisation to decide on repurchase of New Evli’s own shares

The Board of Directors proposes that the General Meeting authorise the Board of Directors of New Evli to decide on the repurchase of New Evli’s own A Shares and B shares in one or more tranches as follows:

The maximum number A Shares that can be repurchased is 1,463,526 shares, and the maximum number of B Shares that can be repurchased is 947,416 shares. The proposed number of shares corresponds to approximately 10 percent of the company’s shares as at the date of this notice convening the general meeting.

The company’s own shares can only be repurchased based on the authorisation using the company’s unrestricted equity.

The Board of Directors resolves on the manner in which shares be repurchased. Shares may be repurchased using, inter alia, derivatives. The company's own shares can be acquired otherwise than in proportion to the shareholdings of the shareholders (directed acquisition). Shares can be repurchased at the price of the B Share determined in public trading organised by Nasdaq Helsinki Ltd on the repurchase date.

The authorisation is valid until the next Annual General Meeting, however no longer than until 30 June 2023.

g) authorisation to decide on a share issue for establishing a share-based incentive plan

The Board of Directors proposes that the Board of Directors of New Evli be authorised to establish incentive plans for New Evli and its employees that correspond Evli’s existing and registered incentive plans.

To this end, the Board of Directors proposes to the Annual General Meeting that the General Meeting authorise the Board of Directors to decide on the issuance of shares and special rights entitling to shares as referred to in Chapter 10, section 1 of the Limited Liability Companies Act in one or more tranches either against payment or free of charge. The authorisation will be used for carrying out the company’s share-based incentive plans.

The maximum number of shares to be issued or transferred based on the authorisation, including the shares received on the basis of the special rights, is 733,338 New Evli B Shares in total.

The authorisation will entitle the Board of Directors to decide on all terms of the issuance of shares and special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right. The Board of Directors can decide to issue either new shares or treasury shares potentially held by the company.

It is proposed that the authorisation be valid until the end of the next Annual General Meeting, however, no longer than until 30 June 2023.

h) decrease of share capital and dissolution of share premium reserve

The share capital of Evli is proposed to be decreased in connection with the demerger by an amount equalling New Evli’s share capital, i.e. to EUR 6,448,637.65. The amount by which the share capital of Evli is decreased shall be used to transfer funds to New Evli. The proposed share capital of New Evli is EUR 23,745,459.66. It is proposed in the Demerger Plan that Evli’s share premium reserve be dissolved and these funds be transferred to New Evli’s reserve for invested unrestricted equity.

The merger

In order to complete the combination, the Board of Directors of Evli proposes that the General Meeting resolve on (i) the absorption merger of Fellow Finance into Evli in accordance with the merger plan dated 30 September 2021 and approved by the Board of Directors of Evli and Fellow Finance registered with the Trade Register on 1 October 2021 (the “Merger Plan”) and approve the Merger Plan so that, as part of the merger resolution, the General Meeting would also resolve, conditionally upon the completion of the merger, on the following matters:

(a) the amendment of Evli’s Articles of Association and the combination of Evli’s A shares and B shares into one share class;
(b) the composition of the Board of Directors of Evli and on the remuneration paid to the members of the Board of Directors;
(c) the election and remuneration of the auditor of Evli;
(d) the issuance of shares in Evli to the shareholders of Fellow Finance as merger consideration; and
(e) the establishment of a Shareholders’ Nomination Board.

Resolutions that are conditional on the completion of the merger will enter into force in connection with the registration of the completion of the merger. The planned completion date of the merger is 2 April 2022. The completion date may change in accordance with the Merger Plan.

Current shareholders of Evli who, on the date of this notice, represent a total of approximately 53.95 percent of all the outstanding shares in Evli and 70.65 percent of all of the votes carried by the outstanding shares, have undertaken under certain customary terms to participate in the Extraordinary General Meeting that will resolve on the merger and to vote in favour of the proposed resolutions.

The proposed resolutions form an entirety that requires the adoption of all its individual items by a single resolution.

The General Meeting can only approve or reject the proposed resolutions but cannot alter the Merger Plan.

Resolution on the merger

In accordance with the Merger Plan, Fellow Finance will merge into Evli through an absorption merger so that all assets and liabilities of Fellow Finance will be transferred without a liquidation procedure to Evli as set forth in the Merger Plan.

The Board of Directors of Evli proposes that the General Meeting resolve on the merger of Fellow Finance into Evli as set forth in the Merger Plan and approve the Merger Plan.

In addition to the other matters described in the Merger Plan, the resolution on the merger includes the following key matters described in more detail in the Merger Plan:

(a) Amendment of the Articles of Association and combination of share classes

The Board of Directors of Evli proposes to the General Meeting that, in addition to the other amendments, the Articles of Association of Evli be amended in accordance with the Merger Plan as follows:

(i) Article 1 concerning the company’s trade name is amended so that the company’s new trade name is Fellow Bank Oyj.
(ii) Article 2 concerning the company’s line of business is amended so as to better reflect the business of the combined company.
(iii) The A shares and B shares of the Company will be combined into one share class by removing Article 4 concerning shares from the Articles of Association.

Thus, it is proposed that upon the completion of the merger Evli’s A and B shares be converted into one share class whereby each share confers one vote. The 20 votes conferred by Evli’s 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 Evli confers one (1) vote.

The proposed amended Articles of Association are included in full as an appendix to the Merger Plan.

The amendment will enter into force in connection with the registration of the completion of the merger.

(b) the number of the members of the Board of Directors of Evli, election of the members of the Board of Directors and remuneration to be paid to the members of the Board of Directors

The Board of Directors of Evli proposes to the General Meeting that the number of the members of the Board of Directors of Evli to be elected be six (6).

The Board of Directors proposes to the General Meeting that Markku Pohjola, Teuvo Salminen, Lea Keinänen, Kai Myllyneva, Jorma Pirinen and Tero Weckroth be elected as members of the Board of Directors for a term starting on the registration date of the completion of the merger and ending at the end of the first Annual General Meeting following the registration date.

All candidates have given their consent to the election. The candidates are presented on the Company’s website.

The Board of Directors proposes to the General Meeting that the members of the Board of Directors be paid the following remuneration for the term ending at the end of the next Annual General Meeting:

  • chairperson of the Board, EUR 5,000.00 per month,

  • committee chairpersons, EUR 4,000.00 per month, and

  • other members of the Board, EUR 3,400.00 per month.

(c) election of the auditor of Evli and the remuneration paid to the auditor;

The Board of Directors proposes that PricewaterhouseCoopers Oy be elected as the auditor of the company, with Jukka Paunonen acting as the responsible auditor. The auditor will be reimbursed in accordance with the auditor’s reasonable invoice approved by the Board of Directors of Evli.

(d) merger consideration

In accordance with the Merger Plan, the shareholders of Fellow Finance shall, after the combination of the share classes of Evli described above, receive as merger consideration six (6) new shares in Evli for each share they hold in Fellow Finance.

Based on the number of shares in Fellow Finance issued and outstanding on the date of the notice convening the General Meeting, the total number of shares issued by Evli to the shareholders of Fellow Finance as merger consideration (after the combination of share classes described above) would be 43,041,750.

(e) establishment of a Shareholders’ Nomination Board

The Board of Directors proposes that the General Meeting resolve, conditionally upon the completion of the merger, to establish a permanent Shareholders’ Nomination Board to prepare the election and remuneration of the Board of Directors (the “Nomination Board”) and confirm the charter for the Nomination Board in accordance with Appendix 1 of this notice.

The main provisions of the charter read as follows:

  • The duties of the Nomination Board are to: (i) prepare and present a proposal to the General Meeting for the number of members of the Board of Directors, (ii) prepare and present a proposal to the General Meeting for the Chairperson, Vice Chairperson and members of the Board of Directors, (iii) prepare and present a proposal to the General Meeting for the remuneration of the members of the Board of Directors (including the Chairperson and the Vice Chairperson) in accordance with the remuneration policy for governing bodies, (iv) respond in the General Meeting to the shareholders’ questions concerning the proposals prepared by the Shareholders’ Nomination Board, (v) prepare and see to it that the Company has up to date principles on the diversity of the Board of Directors and (vi) see to the successor planning for the members of the Board of Directors.

  • The Nomination Board has four members. The chairperson of the Company’s Board of Directors may participate in the work of the Nomination Board as an expert without the right to participate in the Nomination Board’s decision making.

  • The members of the Nomination Board are appointed so that the Company’s four (4) largest shareholders are entitled to appoint one (1) member each.

  • The number of shares owned by the shareholders is determined on the basis of the Company’s shareholders’ register in accordance with the situation on the last day of August each year.

  • The Nomination Board must make its decisions unanimously. If unanimity cannot be reached, the Nomination Board must inform the Board of Directors of this without delay.

The increase of the Company’s share capital proposed in the Merger Plan immediately after the completion of the merger

The Board of Directors proposes that the General Meeting resolve on a share issue, which is conditional upon the completion of the merger. The share issue will be carried out as a directed share issue, i.e. in deviation from the shareholders’ pre-emptive subscription right so that shares will be subscribed for by Taaleri Plc, TN Ventures Oy and New Evli in accordance with the undertakings they have issued.

The directed share issue will be of the amount of EUR 11,715,469.09 and will be used to strengthen the company’s solvency, i.e. CET1 core Tier 1 capital. Therefore, there is a weighty financial reason for deviating from the shareholders’ pre-emptive subscription right.

The new shares issued in the directed share issue will be subscribed for and paid immediately after the completion of the merger. The issue shares represent approximately 29.9 percent of all shares in Fellow Bank immediately after the completion of the merger calculated on the basis of the number of shares in Evli and Fellow Finance issued and outstanding on the date of the notice convening the General Meeting. After the combination of the share classes, a total of 20,005,924 new shares will be issued in the directed share issue so that a total of 4,205,325 shares will be offered for subscription to Taaleri Plc, 512,296 shares to TN Ventures Oy and 15,288,303 shares to New Evli. The subscription price of the shares is EUR 0.5856 per share, and the subscription price is determined on the basis of the pricing applied in the Arrangement. The subscription price of the shares must be paid to the Company on the completion date of the merger, at the latest.

7. Closing of the meeting

B. Documents of the General Meeting

The Demerger Plan, the Merger Plan, this notice, which includes all proposals for decisions on the matters on the agenda of the General Meeting, with appendices, and the other documents that shall be kept available for the shareholders according to the Finnish Limited Liability Companies Act are available for the shareholders on Evli’s website at www.evli.com/generalmeeting as of 22 November 2021 at the latest. Copies of these documents and of this notice will be sent to shareholders upon request.

In addition, Evli will draft separate Finnish-language prospectuses on the demerger and merger that will be published before the General Meeting. The estimated date of publication is 7 December 2021.

The minutes of the General Meeting will be available on the website mentioned above as of 5 January 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 can participate in the General Meeting and exercise shareholder rights only by voting in advance and asking questions in advance in accordance with the instructions set out below.

The shareholders and their proxy representatives are not allowed to be present at the meeting venue. Shareholders or their proxy representatives cannot participate in the General Meeting by means of real-time telecommunications.

1. Right to participate

Each shareholder who is registered on the record date, 10 December 2021, 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.

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. Holders of nominee registered shares

A holder of nominee-registered shares who wants to participate in the General Meeting must be temporarily entered into the shareholder register of the Company by 10:00 a.m. EET on 17 December 2021. A holder of nominee-registered shares is advised to request the necessary instructions regarding the registration in the shareholder register of the company and the issuing of proxy documents from his/her custodian bank well in advance. Being entered into the temporary shareholder register constitutes due registration for the General Meeting.

The account management organisation of the custodian bank shall register a holder of nominee-registered shares who wants to participate in the General Meeting into the temporary shareholders’ register of the Company and arrange advance voting on behalf of the holder of nominee-registered shares by the time stated above.

The temporary shareholders’ register of Evli Bank Plc as at the record date of 10 December 2021 is available at Euroclear Finland Ltd, Urho Kekkosen katu 5 C, Helsinki.

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. Proxy representatives of shareholders are also required to vote in advance in the manner instructed in this notice.

For shareholders who do not vote in advance personally, the Company offers the opportunity to exercise shareholders’ rights by authorising a designated proxy representative, Associate Roopert Laitinen from Castrén & Snellman Attorneys Ltd or a person appointed by him, to represent the shareholder at the General Meeting in accordance with his/her voting instructions. Authorising the designated proxy representative will not accrue any costs for the shareholder, excluding possible postal fees for proxy documents. Further information about the designated proxy representative is available at https://www.castren.fi/people/roopert-laitinen/.

Shareholders may also participate in the General Meeting and exercise their rights at the meeting by way of another proxy representative. A proxy representative shall produce a dated proxy document or otherwise demonstrate his/her right to represent the shareholder at the General Meeting in a reliable manner. When a shareholder participates in the General Meeting by means of several proxy representatives representing a shareholder with shares in different book entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Proxy and voting instruction templates are available on the Company’s website at www.evli.com/generalmeeting on 1 December 2021 at the latest. Any proxy documents are to be delivered primarily by email to yhtiokokous@euroclear.eu or by letter to the address Euroclear Finland Oy, Yhtiökokous / Evli Bank Plc, PL 1110, FI-00101 Helsinki. The proxy documents must be received before the notification period expires.

Submitting a proxy document to the Company before the end of the registration period constitutes due registration for the General Meeting, provided that the required information listed in this notice is given in the proxy. Submitting a proxy and voting instructions that have been granted to the proxy representative designated by the Company, before the end of the notification of participation period constitutes both due registration for the General Meeting as well as voting in advance, provided that the required information for registration and advance voting listed in this notice is given.

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. Notification of participation and voting in advance

Notification of participation may be submitted, and advance voting begins at 12:00 noon on 1 December 2021. 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 15 December 2021, 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 his/her name, personal/business identification number, address, telephone number or email address and the name of his/her potential proxy representative as well as the proxy representative’s personal identification number. 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 1 December 2021 and 16:00 EET on 15 December 2021 in the following ways:

a) On Evli’s website at www.evli.com/generalmeeting

Electronic voting in advance requires the shareholder’s Finnish personal identification number/business ID and the number of the shareholder’s Finnish book-entry account. 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, 1 December 2021, 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 Oy, 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 1 December 2021.

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/generalmeeting as of 1 December 2021 at the latest.

5. Other instructions and information

A shareholder has the right to ask questions referred to in Chapter 5, section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the General Meeting. Any questions should be sent by e-mail to ir@evli.com no later than at 16:00 EET on 9 December 2021. Such questions from shareholders and the Company’s management’s answers to them will be available on the Company’s website at www.evli.com/generalmeeting on 13 December 2021 at the latest. In connection with asking questions, shareholders are required to provide adequate evidence of their shareholding.

The agenda of the General Meeting does not contain items open to counterproposals.

The Company’s management will also address the questions submitted by the shareholders in the pre-recorded presentation that will be available as of 13 December 2021 on the Company’s website at www.evli.com/generalmeeting. The presentation is not part of the General Meeting and will be available exclusively in Finnish.

On the date of this notice to the General Meeting 8 November 2021, the total number of shares of Evli Bank Plc is 24,109,420 shares divided into 14,507,948 unlisted class A shares and 9,601,427 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, 8 November 2021

Evli Bank Plc

Board of Directors

Appendix:

Important Notice

In a number of jurisdictions, in particular in Australia, South Africa, Singapore, Japan and the United States, the distribution of this notice may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). In particular, neither the demerger consideration shares or merger consideration shares nor any other securities referenced in this notice have been registered or will be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any state of the United States and as such neither the contemplated demerger consideration shares or the contemplated merger consideration shares nor any other security referenced in this notice may be offered or sold in the United States except pursuant to an applicable exemption from registration under the U.S. Securities Act.

This notice is neither an offer to sell nor the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States or any other jurisdiction in which such offering, solicitation or sale would be unlawful. This notice 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 these materials 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 U.S. Securities Act or other applicable securities laws.

The information contains forward-looking statements. All statements other than statements of historical fact included in the information are forward-looking statements. Forward-looking statements give the Company’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance, benefits of the demerger or merger, and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as “expect”, “aim”, “intend”, “may”, “plan”, “would”, “could”, and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the Company’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which it will operate in the future.

CHARTER OF THE SHAREHOLDERS’ NOMINATION BOARD OF FELLOW BANK PLC

1. Purpose of the Nomination Board

Fellow Bank Plc’s (the Company) shareholders’ nomination board (the Nomination Board) is a governing body appointed by the Company’s shareholders to annually prepare and present proposals on the number, election and remuneration of the members of the Company’s board of directors to the Company’s annual, and if necessary extraordinary, general meeting.

The main responsibility of the Nomination Board is to ensure that the Company’s board of directors and its members have sufficient expertise, knowledge and experience to meet the needs of the Company.

The Nomination Board shall comply with valid legislation and other applicable regulation in its activities.

The Nomination Board has been established until further notice until the Company’s general meeting resolves otherwise.

This charter includes the composition, appointment of members and procedural rules of the Nomination Board.

2. Composition and Appointment of Members of the Nomination Board

The Nomination Board has four (4) members. The chairperson of the Company’s board of directors can participate in the work of the Nomination Board as an expert without being a member of the Nomination Board and without the right to participate in the Nomination Board’s decision making.

The members of the Nomination Board are appointed by the four (4) largest shareholders, each of whom has the right to appoint one (1) member. The appointment right rests with the shareholders that hold the largest share of votes conferred by all shares in the Company pursuant to the shareholders’ register maintained by Euroclear Finland Ltd on the last business day of August preceding the annual general meeting.

The following principles shall also be applied when determining the shareholders entitled to appoint members to the Nomination Board:

(a) If the shareholders are obligated under the Securities Markets Act to take other parties’ holdings in the Company into account when stating changes to their percentage of holdings (the flagging obligation), the holdings of such shareholders and such other parties shall be aggregated, provided that the shareholder submits a written request concerning the matter to the chairperson of the Company’s board of directors no later than on the last business day of August. A reliable account of the grounds for the flagging obligation must be included with the request.

(b) If a holder of nominee registered shares wishes to exercise its appointment right, such holder must present a written request concerning the matter to the chairperson of the Company’s board of directors no later than on the last business day of August. A reliable account of how many shares the holder of nominee registered shares owns must be included with the request.

If the shares owned by two shareholders bestow the same number of votes or two shareholders own the same number of shares and it is not possible for both shareholders to appoint members, the chairperson of the Company’s board of directors will draw lots to determine which shareholder’s appointee will be appointed.

Each year, the chairperson of the board of directors will request each of the four (4) largest shareholders determined in the manner set forth above to appoint a member to the Nomination Board by the last day of September. If a shareholder does not exercise their appointment right, the right shall transfer to the next largest shareholder who would not otherwise have this right.

Each proposed member of the Nomination Board is required to carefully consider whether there are circumstances resulting in conflicts of interests before accepting the appointment to the Nomination Board.

The chairperson of the board of directors shall convene the first meeting of the Nomination Board, in which the Nomination Board will appoint its own chairperson from amongst its members. The member appointed by the largest shareholder shall be appointed as the chairperson of the Nomination Board, unless the Nomination Board unanimously decides otherwise. The chairperson of the board of directors cannot serve as the chairperson of the Nomination Board.

A member appointed by a shareholder must resign from the Nomination Board if the appointing shareholder’s holdings change during the term of the Nomination Board in such a way that said shareholder is no longer among the Company’s ten largest shareholders. In such a situation, the Nomination Board must request the appointment of a new member by the next largest shareholder, determined on the day of the request, who has not appointed a member to the Nomination Board.

Shareholders that have appointed a member to the Nomination Board are entitled to change their appointee during the term of the Nomination Board by notifying the chairperson of the Nomination Board.

The Company shall publish the composition of the Nomination Board and any changes to the composition in a stock exchange release.

The term of the members of the Nomination Board ends annually upon the appointment of new members of the Nomination Board.

The members of the Nomination Board (including the chairperson of the board of directors serving as an expert) are not remunerated for their membership in the Nomination Board. The travel expenses of the members (including the chairperson of the board of directors serving as an expert) will be compensated in accordance with the Company’s travel policy.

3. Decision Making

The meetings of the Nomination Board will be convened by the chairperson of the Nomination Board.

The Nomination Board shall have a quorum when more than half of its members are present. The Nomination Board shall not make a decision unless all of its members have been provided the opportunity to participate in the matter. For the avoidance of doubt, the presence of the chairperson of the Company’s board of directors, who serves as an expert on the Nomination Board, is not counted when determining quorum.

The Nomination Board must make its decisions unanimously. If unanimity cannot be reached, the Nomination Board must inform the Company’s board of directors of this without delay.

Minutes must be kept of all of the Nomination Board’s decisions. The minutes shall be dated, numbered and retained in a reliable manner. The chairperson of the Nomination Board and at least one member of the Nomination Board shall sign the minutes.

4. Duties of the Nomination Board

The duties of the Nomination Board are to:

  • prepare and present a proposal to the general meeting for the number of members of the board of directors,

  • prepare and present a proposal to the general meeting for the chairperson, deputy chairperson and members of the board of directors,

  • prepare and present a proposal to the general meeting for the remuneration of the members of the board (including the chairperson and deputy chairperson) in accordance with the remuneration policy for governing bodies,

  • respond in the general meeting to the shareholders’ questions concerning the proposals prepared by the Nomination Board,

  • prepare and see to it that the Company has up to date principles on the diversity of the board of directors and

  • see to the successor planning for the members of the board of directors.

The Nomination Board must take into account the requirements set out in the Act on Credit Institutions and other applicable regulations.

5. Duties of the Chairperson

The duty of the chairperson of the Nomination Board is to direct the work of the Nomination Board in such a way that the Nomination Board reaches its goals efficiently and takes into account the shareholders’ expectations and the interests of the Company.

The chairperson of the Nomination Board:

  • convenes the meetings of the Nomination Board and sees to it that the meetings are held on schedule,

  • convenes extraordinary meetings if so required by the duties of the Nomination Board and in any case within 14 days of a request presented by a member of the Nomination Board and

  • prepares the agenda for meetings and chairs the meetings.

6. Preparation of the Proposal for the Composition of the Board of Directors

6.1 Preparation of the Proposal in General

The Nomination Board will prepare the proposal for the composition of the board of directors to the Company’s annual general meeting and, if necessary, for the extraordinary general meeting. However, every shareholder in the Company can also make their own proposals directly to the general meeting in accordance with the Limited Liability Companies Act.

The Nomination Board can hear shareholders of the Company in the preparation of the proposal and use outside advisors to find and evaluate candidates. The Company shall bear the costs of outside advisors provided that these costs have been approved by the Company’s board of directors in advance.

When preparing the proposal for the composition of the new board or directors, the Nomination Board is entitled to receive the results of the annual assessment of the board of director’s activities, material information relating to the independence of candidates for the board of directors as well as other information reasonably needed by the Nomination Board for the preparation of its proposal.

6.2 Qualifications of the Members of the Board of Directors

The Company’s board of directors must have sufficient expertise and collectively sufficient knowledge and experience in the matters within the Company’s field of operation and business. Each member of the board of directors must be able to dedicate sufficient time to their duties.

In order to ensure sufficient expertise, the Nomination Board must take into account the applicable legislation and other applicable regulation and, as applicable, the principles of the Finnish Corporate Governance Code.

In particular, the board of directors must collectively have sufficient knowledge and experience of:

  • matters relating to the Company’s field of operations and business,

  • the management of public companies of corresponding size,

  • group and financial administration,

  • strategy and mergers and acquisitions,

  • internal control and risk management and

  • good governance.

The Nomination Board shall also consider the independence and suitability requirements as well as integrity and competence requirements set out in applicable regulation when preparing the proposal for the composition of the board of directors.

7. Proposals to the General Meeting

The Nomination Board must submit its proposals to be made to the annual general meeting to the Company’s board of directors no later than on the last day of the January preceding the annual general meeting.

If a matter to be prepared by the Nomination Board is to be resolved on in an extraordinary general meeting, the Nomination Board must seek to submit its proposal to the Company’s board of directors in good enough time to be included in the notice convening the general meeting.

The proposals of the Nomination Board will be published in a stock exchange release and included in the notice convening the general meeting. The Nomination Board will present its proposals and their justifications to the general meeting.

If the Nomination Board has not submitted proposals for the matters (or one of them) that the Nomination Board is responsible for preparing to the Company’s board of directors by the aforementioned dates, such lacking proposals shall be prepared and presented to the general meeting by the Company’s board of directors.

8. Confidentiality

The members of the Nomination Board and the shareholders who have appointed the members must keep the information concerning the proposals to be presented to the general meeting confidential until the Nomination Board has made its final decision and the Company has published the proposals. This confidentiality obligation also extends to other confidential information received in connection with the work of the Nomination Board and shall remain in force until the Company has published such information.

The chairperson of the Nomination Board or the chairperson of the board of directors may at their discretion propose to the Company’s board of directors that the Company should make separate confidentiality agreements with a shareholder or the member of the Nomination Board appointed by it. Any inside information received by the members of the Nomination Board is subject to the applicable insider regulations.

9. Amendment of the Charter

The Nomination Board will review the contents of this charter annually and propose that the general meeting make amendments to it as necessary. The Nomination Board is authorised to make updates and amendment of a technical nature to this charter itself. However, material amendments, such as changes to the number and method of appointment of members of the Nomination Board, must be decided by the general meeting.

10. Language Versions

This charter has been drafted in Finnish and English. In the event of any conflict, the Finnish version shall prevail.


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


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