Notice to Annual General Meeting 2023
FELLOW BANK PLC STOCK EXCHANGE RELEASE 16.3.2023 AT 3:30 PM EET
Fellow Bank Plc's shareholders are invited to the Company's Annual General Meeting, which will be held on 20 April 2023 at 1:00 p.m. EEST at the address Jura-Sali, Kasarmikatu 21 B, Helsinki.
Instructions for participating in the Annual General Meeting can be found in part C. of this invitation and in the Company’s website https://www.fellowbank.com/general-meeting/2023
A. Items on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording attendance at the meeting and adoption of the list of votes
6. Presentation of the 2022 financial statements, the Report by the Board of Directors, and the Auditor's Report
- Presentation by the CEO
7. Adoption of the parent company’s and Group’s financial statements and the Report by the Board of Directors
8. Resolution on the use of the profit shown in the balance sheet and the payment of dividend
According to the financial statements on 31 December 2022, the distributable assets of the parent company Fellow Bank Plc were EUR 3,176, 807.99. The profit for the financial year was EUR 17, 699, 019.35, which consists of Evli Bank Plc’s profit from 1 January to 1 April 2022 of EUR 25, 010, 929.33 and Fellow Bank Plc’s loss from 2 April 2 to 31 December 2022 of EUR 7,311, 910.01. Fellow Bank's Board of Directors proposes to the General Meeting to be held on 20 April 2023, that no dividend be paid for the financial year ending on 31 December 2022.
9. Resolution on the discharge from liability of the members of the Board of Directors, the CEO and the deputy CEO
10. Remuneration Report for year 2022
The Board of Directors proposes to the Annual General Meeting that the Remuneration Report for the Company’s Governing Bodies be confirmed for the year 2022.
The resolution concerning the Remuneration Report is advisory in nature. The Remuneration Report is available on the company’s website at https://www.fellowbank.com/general-meeting/2023
11. Remuneration Policy for Governing Bodies
The Board of Directors proposes to strengthen the remuneration policy of the Governing Bodies. The decision on the remuneration policy is advisory in nature.
The remuneration policy is attached to this General Meeting notice and is also available on the company's website at https://www.fellowbank.com/general-meeting/2023.
12. Resolution on the Remuneration for the Members of the Board
The Shareholders' Nomination Board proposes to the Annual General Meeting that the fixed monthly fee of the Board Members be determined as an annual remuneration and paid once a year.
EUR 60,000 for the Chairman of the Board
EUR 48,000 for Committee Chairs
EUR 38,400 for each other Board Member.
The Nomination Board proposes that approximately 40 percent of the annual fees 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.
13. Resolution on the number of Members of the Board of Directors
The Shareholders’ Nomination Board proposes to the 2023 Annual General Meeting that the number of the Members of the Board of Directors is seven (7).
14. Election of Members of the Board of Directors
The Shareholders' Nomination Board also proposes for a period until the end of the next Annual General Meeting that the present Members of the Board of Directors Lea Keinänen, Jorma Pirinen, Markku Pohjola, Teuvo Salminen and Tero Weckroth be re-elected to the Board. The Nomination Board proposes that Sami Honkonen and Johanna Lamminen be elected as new Board Members.
The present Member Kai Myllyneva is no longer a candidate for the Board.
The Shareholders' Nomination Board proposes to the Annual General Meeting that Markku Pohjola be elected as Chairman of the Board and Teuvo Salminen as Vice Chairman.
All proposed Board Members are estimated to be independent of the company. In addition, all proposed Board Members are estimated to be independent of the company's significant shareholders.
More information of all proposed Board Members can be seen on the company's website at https://www.fellowbank.com/general-meeting/2023.
The introductions of the candidates for the board of directors can be seen on the website of Fellow Bank Plc https://www.fellowbank.com/general-meeting/2023.
15. Resolution on the Auditor's remuneration
The Board of Directors proposes to the General Meeting that the Auditor's remuneration be paid according to an invoice approved by the company.
16. Election of the Auditor
The Board of Directors proposes that KPMG Oy Ab, a firm of authorised public accountants, shall be elected as auditor, with APA Tiia Kataja as auditor-in-charge for a term of office beginning when the Annual General Meeting 2023 is closed and continuing up until the Annual General Meeting 2024 has ended.
17.The Board's proposal to change the articles of association
The Board of Directors proposes that sections 1, 3 and 10 of the articles of association be changed as follows:
1 Company’s business name and domicile
The company's business name is Alisa Bank 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.
18. Authorization of the Board of Directors to decide on acquisition of own shares
The Board of Directors proposes that the General Meeting authorizes the Board 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 proposed 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 authorization is proposed to be valid until the end of the next Annual General Meeting, but no later than 30 June 2024. The company's previous authorization for the purchase of its own shares expires at the General Meeting on 20 April 2023. The authorization 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 authorization can otherwise be further transferred, kept by the company or cancelled. The board can decide on all other conditions for acquiring own shares.
19. Authorization of the Board to decide on issuing shares and option rights and other special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the General Meeting authorizes the Board 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 for payment or free of charge. 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 proposed maximum amount of authorization corresponds to about 5 % of all the company's shares, based on the situation on the day of the meeting call. The authorization 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 authorization is presented 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 authorization is presented to also include 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 authorization is proposed to be valid until the end of the next Annual General Meeting, but no later than 30 June 2024. The previous authorization of the board ends with the General Meeting on 20 April 2023.
20. Closing of the meeting
B. General Meeting documents
The above-mentioned proposed resolutions on the agenda of the General Meeting, this meeting notice as well as the financial statements, the report by the Board of Directors and auditor's report as well as the remuneration report and remuneration policy are available on the company's website at https://www.fellowbank.com/general-meeting/2023. Resolution proposals and other documents mentioned above are also available for viewing at the General Meeting. The minutes of the General Meeting can be viewed by shareholders on the above-mentioned website no later than 4 May 2023.
C. Instructions for meeting participants
1. A shareholder entered in the shareholder register
The right to participate in the General Meeting belongs to the shareholder who is registered as a shareholder in the company's shareholder register kept by Euroclear Finland Oy on the record date of the General Meeting on 6 April 2023. A shareholder whose shares are registered in his/her personal Finnish book-entry account is registered in the company's shareholder register.
Registration for the General Meeting begins on 16 March, 2023. A shareholder entered in the company's shareholder register who wishes to participate in the General Meeting must register no later than 17 April 2023 at 4:00 p.m., by which time the registration must be received.
You can register for the General Meeting via e-mail to the address yhtiokokous@fellowpankki.fi.
When registering, you must provide the requested information, such as the shareholder's name, address, telephone number and e-mail address, as well as the name of any assistant or agent. The personal data provided by the shareholders will only be used for the processing of the General Meeting and related necessary registrations.
The shareholder, his/her representative and proxy must be able to prove their identity and/or right of representation at the meeting place, if necessary.
2. Owners of nominee registered shares
The owner of nominee registered shares has the right to participate in the General Meeting on the basis of those shares, on the basis of which he would have the right to be entered in the shareholder list kept by Euroclear Finland Oy on the record date of the General Meeting on 6 April 2023. Participation also requires that the shareholder has been temporarily entered in the shareholder list kept by Euroclear Finland Oy on the basis of these shares by 17 April 2023 at 10:00 a.m. at the latest. For holders of nominee-registered shares, this is considered registration for the General Meeting. Changes in share ownership after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's number of votes.
The owner of a nominee registered share is advised to request the necessary instructions from the asset manager in good time regarding temporary registration in the shareholders' register, issuing proxies and voting instructions and registering for the General Meeting. The account manager of the asset manager must notify the owner of the nominee-registered share, who wants to participate in the Annual General Meeting by voting in advance, to be temporarily entered in the company's shareholder list by the above-mentioned date at the latest.
3. Using an agent and powers of attorney
The shareholder may participate in the General Meeting and exercise his/her rights there through a proxy. The agent must present a dated power of attorney, or he must otherwise prove in a reliable way that he is entitled to represent the shareholder. If the shareholder participates in the General Meeting through several proxies, who represent the shareholder with shares in different securities accounts, the shares on the basis of which each proxy represents the shareholder must be indicated when registering.
Potential proxies are requested to be saved as attachments delivered by e-mail to yhtiokokous@fellowpankki.fi or by post to” Yhtiökokous”, Fellow Bank Plc, Pursimiehenkatu 4 A, 00150 Helsinki before the end of the registration period on 17 April 2023 at 16:00, by which time the proxies must be in. Submitting the power of attorney to the company before the end of the registration period is considered registration for the General Meeting, as long as it contains the aforementioned information required for registration.
4. Other instructions/information
The meeting language is Finnish.
The shareholder present at the General Meeting has the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Limited Liability Companies Act.
Changes in share ownership after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's number of votes.
On the date of the meeting notice, 16 March 2023, Fellow Bank Plc has a total of 88 332 182 number of shares. The company holds 16 March 2023 directly and through subsidiaries a total of 220 370 shares which cannot be used to vote at the Annual General Meeting.
Helsinki, 16 March 2023
FELLOW BANK PLC
The Board of Directors
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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