Decisions of the Annual General Meeting of Fellow Bank Plc on 20 April 2023
FELLOW BANK PLC STOCK EXCHANGE RELEASE 20.4.2023 AT 3:00 PM EEST
Fellow Bank Plc’s Annual General Meeting held on 20 April 2023 confirmed the financial statements and granted the members of the Board of Directors, the CEO and the Deputy CEO a discharge from liability for the financial year 2022.
The Annual General Meeting decided, in accordance with the Board's proposal, that no dividend will be paid for the financial year 2022.
The Annual General Meeting approved the remuneration report of the company's bodies for 2022 and confirmed the remuneration policy.
The Board of Directors and the Auditor
A total of seven (7) members were confirmed as the number of members of the Board of Directors. Lea Keinänen, Jorma Pirinen, Markku Pohjola, Teuvo Salminen and Tero Weckroth were re-elected as members of the Board, and Sami Honkonen and Johanna Lamminen as new members. The term of office of the Board Members shall expire at the close of the Annual General Meeting that follows their election.
Markku Pohjola was elected Chairman of the Board and Teuvo Salminen was elected Deputy Chairman.
The auditing firm KPMG Oy Ab was chosen as the Auditor, with APA Tiia Kataja as the principal auditor. The auditor is paid according to a reasonable invoice approved by the company.
Remuneration for the Members of the Board
Regarding the remuneration of the Board, the General Meeting decided that the fixed monthly fee of the Board Members is determined as an annual remuneration and paid once a year: EUR 60,000 for the Chairman of the Board, EUR 48,000 for the Committee Chairs and EUR 38,400 for each other Board Member.
Approximately 40 percent of the annual fees will be paid in Fellow Bank Plc shares purchased from the market on behalf of the Board Members, or alternatively by handing over the company's own shares or issuing new shares. When transferring the company's own shares or issuing new shares, the share conversion rate is the weighted average price of the company's share exchange in Nasdaq Helsinki Oy for the period of five trading days after the publication of the company's half-year report 2023. The company is responsible for the costs and possible transfer tax arising from the acquisition, transfer or giving of the shares. The rest of the annual fee is paid in cash, which covers the taxes arising from the fee.
The shares will be acquired directly on behalf of the Board Members within two weeks after the company's 2023 half-year report is announced. The transfer of the company's own shares or the issuance of new shares takes place as soon as possible after the reward has been converted into shares. If the acquisition, transfer or giving of the shares cannot be carried out at the aforementioned time due to legal or other regulatory restrictions or for another reason related to the company or the Board Member, the shares will be acquired, transferred or given later or the annual remuneration will be paid in full in cash.
Changes to the Articles of Association
The Annual General Meeting decided to change sections 1, 3 and 10 of the Articles of Association to read as follows:
1 Company’s business name and domicile
The company's business name is Alisa Pankki Oyj, in Swedish Alisa Bank Abp and in English Alisa Bank Plc. The company is domiciled in Helsinki.
3 Board of Directors and Chairman of the Board
The company’s Board of Directors shall consist of at least four (4) and at most eight (8) regular members whose term shall expire at the close of the Annual General Meeting that follows their election. The General Meeting that decides on the election of the Board of Directors elects the Chairman and Deputy Chairman of the Board of Directors.
10 Annual General Meeting
The Annual General Meeting shall be held annually on a date determined by the Board of Directors, and no later than six months after the end of the financial year.
The Annual General Meeting shall decide on:
1. the adoption of the financial statements and consolidated financial statements
2. the use of the profit shown in the balance sheet
3. discharging the Board members, the CEO, and the Deputy CEO from liability
4. the number of members of the Board, their remuneration and their election
5. the appointment and fees of the auditor
6. the approval of remuneration policy, if necessary
7. the approval of the remuneration report
8. other matters to be discussed at the meeting according to the notice to the meeting.
The Board of Directors can also decide that the General Meeting is organized without a meeting place, so that the shareholders exercise their decision-making power during the meeting in full and up to date with the help of a data communication connection and a technical aid.
Authorisation of the Board of Directors to decide on acquisition of own shares
It was resolved, in accordance with the proposal of the Board of Directors, that the Board of Directors is authorised to decide on the acquisition of a maximum of 4 416 609 own shares in one or more installments with the company's free equity capital. The number of shares corresponds to approximately 5 percent of the Company's shares. The shares are acquired in a public trading organized by Nasdaq Helsinki Oy, other than in proportion to the shareholders' holdings, at the market price at the time of acquisition. The authorisation is valid until the end of the next Annual General Meeting, but no later than 30 June 2024. The authorisation can be used, for example, to implement possible business acquisitions and incentive systems for key personnel or for other purposes decided by the Board. The shares acquired on the basis of the authorisation can otherwise be further transferred, kept by the company or cancelled. The Board can decide on all other conditions for acquiring own shares. The company's previous authorisation for the purchase of its own shares expired at the Annual General Meeting on 20 April 2023.
Authorisation of the Board to decide on issuing shares and option rights and other special rights entitling to shares
It was resolved, in accordance with the proposal of the Board of Directors, that the Board of Directors is authorised to decide on the issue of shares and the issue of special rights entitling to shares referred to in Chapter 10, Section 1 of the Limited Liability Companies Act in one or more installments, either against payment or without payment. The number of shares to be issued, including shares obtained based on special rights, can be a maximum of 4 416 609 shares in total. The Board can decide to issue either new shares or transfer any of its own shares that may be in the company's possession.
The maximum amount of authorization corresponds to about 5 % of all the company's shares, based on the situation on the day of the meeting notice. The authorisation entitles the Board to decide on all conditions for issuing shares and granting special rights entitling to shares, including the right to deviate from the shareholders' preemptive right. The authorisation is to be used, for example, to pay the purchase prices of business transactions, to pay the incentive fee according to the incentive system for key personnel, or for other purposes decided by the Board. The authorisation also includes the right to decide whether the subscription price of the share will be fully or partially entered into the invested unrestricted equity fund or as a share capital increase. The authorisation is to be valid until the end of the next Annual General Meeting, but no later than 30 June 2024. The previous authorisation of the Board ended with the Annual General Meeting on 20 April 2023.
Further information
Teemu Nyholm, CEO, Fellow Bank Plc, teemu.nyholm@fellowpankki.fi, tel. +358 50 577 1028
Fellow Bank in brief
Fellow Bank Plc is a new Finnish digital bank that helps both personal and business customers to manage their day-to-day finances in a flexible and straightforward manner. For savers, we offer an attractive interest rate on deposits. Fellow Bank Plc is regulated by the Financial Supervisory Authority of Finland and listed on Nasdaq Helsinki’s main list (FELLOW). www.fellowbank.com
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