Decisions of the Extraordinary General Meeting of Alisa Bank Plc on 3 May 2024
ALISA BANK PLC STOCK EXCHANGE RELEASE 3.5.2024 AT 14.25 EEST
The Extraordinary General Meeting of Alisa Bank Plc was held in Helsinki today on 3 May 2024. In order to complete the transaction (“Transaction”) described in the company’s stock exchange release published on 10 April 2024, the General Meeting decided, as proposed by the Board of Directors, to authorize the Board of Directors to decide on a directed share issue (the “Directed Share Issue”) as well as, as proposed by the Shareholders’ Nomination Board, to elect a new Board of Directors of the company, conditional upon the completion of the Transaction, as further set out below.
RESOLUTIONS RELATED TO THE ACQUISITION OF THE SHARES OF PURO FINANCE LTD
Authorizing the Board of Directors to decide on the Directed Share Issue
The Board of Directors was authorized to decide on the issuance of new shares in deviation from the shareholders’ pre-emptive rights by way of a directed share issue.
The new shares to be issued are directed to the current shareholders of PURO Finance Ltd in relation to the respective number of shares in PURO Finance Ltd sold in the Transaction. The number of shares to be issued in the Directed Share Issue shall not exceed the aggregate amount of 58,878,721 shares.
The Board of Directors decides on all other conditions of the Directed Share Issue, including the grounds for determining the subscription price, the subscription price and that the subscription price may be paid with other assets partially or entirely.
The authorization is valid until 31 December 2024. The authorization does not revoke the share issue authorization of the Board of Directors granted by the Annual General Meeting on 20 March 2024.
Resolution on the number of members of the Board of Directors and the election of members of the Board of Directors
The General Meeting resolved, in accordance with the proposal by the Shareholders’ Nomination Board, conditional upon the completion of the Transaction, that the number of members of the Board of Directors shall be six.
In addition, the General Meeting resolved, in accordance with the proposal by the Shareholders’ Nomination Board, conditional upon the completion of the Transaction, that Sampsa Laine and Jukka Salonen shall be elected as new members of the Board of Directors and that Sami Honkonen, Johanna Lamminen, Markku Pohjola and Tero Weckroth from the current members of the Board of Directors shall continue in their position. Lea Keinänen and Jorma Pirinen of the current members of the Board of Directors will not continue as members of the Board of Directors if the Transaction is completed.
The election of the proposed new members of the Board of Directors, Sampsa Laine and Jukka Salonen, is also conditional upon the customary fit & proper evaluation conducted by the authorities.
The members of the Board of Directors are elected for a term that begins on the date on which the Transaction is completed pursuant to the transaction agreement and expires at the close of the next Annual General Meeting. The election and beginning of the term of the new members of the Board of Directors, Sampsa Laine and Jukka Salonen, is conditional upon both the Transaction being completed and the above mentioned fit & proper evaluation conducted by the authorities.
The new members of the Board of Directors will be paid an annual fee in relation to the length of their term of office.
The current Chairman of the Board of Directors Markku Pohjola and Vice Chairman of the Board of Directors Johanna Lamminen will continue in their roles until the close of the next Annual General Meeting.
The minutes of the General Meeting will be available on the website of Alisa Bank no later than on 17 May 2024.
ALISA BANK PLC
The Board of Directors
Further information
Juha Saari, Interim CEO, Alisa Bank Plc
juha.saari@alisapankki.fi
tel. +358 40 672 0595.
Alisa Bank in brief
Alisa Bank is a Finnish digital bank that helps both personal and business customers to manage their day-to-day finances in straightforward and flexible manner. We offer comprehensive banking services to ordinary Finns as well as to small and medium-sized companies. Our company’s shares are listed on the main list of Nasdaq Helsinki (ALISA) and we have a authorisation granted by the Financial Supervisory Authority. www.alisapankki.com
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