Notice to the Extraordinary General Meeting 2024 of Alisa Bank Plc
ALISA BANK PLC STOCK EXCHANGE RELEASE 10.4.2024 AT 09.30 EEST
Alisa Bank Plc's shareholders are invited to the Extraordinary General Meeting of the company, which will be held on 3 May 2024 at 1:00 p.m. EEST at the premises of EY at the address Korkeavuorenkatu 32-34, 00130 Helsinki.
Instructions for participating in the General Meeting can be found in part C. of this invitation and on the Company’s website at www.alisabank.com/extraordinary-general-meeting-2024.
A. Items 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
3. Election of persons to scrutinize the minutes and to 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
6. Resolutions related to the acquisition of the shares of PURO Finance Ltd
Alisa Bank Plc has on 10 April 2024 signed an agreement regarding the acquisition of all shares in PURO Finance Ltd from the current shareholders of PURO Finance Ltd against a purchase price consisting of a share consideration (the ‘’Transaction’’). The agreed share consideration comprises of a total of 58,878,721 new shares in Alisa Bank to be issued to the current shareholders of PURO Finance Ltd in a directed share issue against payment (the ‘’Directed Share Issue’’).
The Transaction is conditional, among other things, on the Extraordinary General Meeting approving the proposals by the Board of Directors included in this notice. The Transaction as well as the agreement between Alisa Bank Plc and the shareholders of PURO Finance Ltd and other conditions for the Transaction have been described in more detail in the stock exchange release published by the company on 10 April 2024. The Transaction is intended to be completed during May 2024.
In order to complete the Transaction, the Board of Directors of the Company proposes to the Extraordinary General Meeting that a) the Board of Directors be authorized to decide on the Directed Share Issue and that, conditional upon the completion of the Transaction, b) new members to the Board of Directors be elected, as further set out below.
The proposals of the Board of Directors set forth under items 6(a) – 6(b) below form an entirety that requires the adoption of all its individual items with one single decision.
Certain of the current shareholders of the company representing together approximately 51 percent of all the shares and votes in the company, have undertaken to vote in favor of the proposals of the Board of Directors.
6(a) Authorizing the Board of Directors to decide on the Directed Share Issue
The Board of Directors proposes to the Extraordinary General Meeting that the Board of Directors be authorized to decide on the issuance of new shares in deviation from the shareholders’ pre-emptive rights by way of a directed share issue, provided that the company has a weighty financial reason to do so.
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, which corresponds to approximately 66.7 percent of the company’s shares based on the situation as at the day of this notice and would correspond to approximately 40.0 percent of the total shares of the company following the completion of the Transaction.
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. If the Extraordinary General Meeting decides to approve this proposed authorization, it will not revoke the share issue authorization of the Board of Directors granted by the Annual General Meeting on 20 March 2024.
Subject to the Extraordinary General Meeting’s approval of the proposed authorization, the company will seek to list the shares issued in the Directed Share Issue on the official list of Nasdaq Helsinki, conditional upon the completion of the Transaction.
6(b) Resolution on the number of members of the Board of Directors and the election of members of the Board of Directors conditional upon the completion of the Transaction
The Shareholders’ Nomination Board of the Company proposes that, conditional upon the completion of the Transaction, the number of members of the Board of Directors shall be six.
In addition, the Shareholders’ Nomination Board proposes that, conditional upon the completion of the Transaction, 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. For the sake of clarity, 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 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 and expires at the close of the next Annual General Meeting. The aforementioned persons have given their consent for the election.
All proposed members of the Board of Directors are estimated to be independent of the company. In addition, all proposed members of the Board of Directors are estimated to be independent of the company’s significant shareholders.
Presentations of the proposed members of the Board of Directors are available at Alisa Bank Plc’s website at www.alisabank.com/extraordinary-general-meeting-2024.
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.
7. 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 for the year 2023, the report by the Board of Directors and auditor's report, the decision on the distribution of assets made after the end of the financial year 2023 as well as the account by the Board of Directors on the events having occurred after the preparation of the latest financial statements having an essential effect on the state of the company will be available at the company’s website www.alisabank.com/extraordinary-general-meeting-2024 no later than 12 April 2024. 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 17 May 2024.
C. Instructions for meeting participants
1. A shareholder entered in the shareholder register
The right to participate in the General Meeting belongs to a 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 22 April 2024. 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 10 April 2024. A shareholder entered in the company's shareholder register who wishes to participate in the General Meeting must register no later than 29 April 2024 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@alisapankki.fi.
When registering, you must provide 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
An owner of nominee registered shares has the right to participate in the General Meeting on the basis of those shares, of which he/she would have the right to be entered in the shareholder register kept by Euroclear Finland Oy on the record date of the General Meeting on 22 April 2024. 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 29 April 2024 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 Extraordinary General Meeting, to be temporarily entered in the company's shareholder register by the above-mentioned date at the latest.
3. Using an agent and powers of attorney
A 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 they must otherwise prove in a reliable way that they are 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 provided as attachments delivered by e-mail to yhtiokokous@alisapankki.fi or by post to ”Yhtiökokous”, Alisa Bank Plc, Pursimiehenkatu 4 A, 00150 Helsinki before the end of the registration period on 29 April 2024 at 16:00, by which time the proxies must be recieved. 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.
A 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 10 April 2024, Alisa Bank has a total of 88,332,182 shares, that represent the same amount of votes. The company holds 10 April 2024 a total of 14,081 own shares which cannot be used to vote at the General Meeting.
Helsinki, 10 April 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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