Proposal of the Shareholders’ Nomination Board to Annual General Meeting 2023
FELLOW BANK PLC STOCK EXCHANGE RELEASE 18.1.2023 AT 9:20 AM EET
Proposal of the Shareholders’ Nomination Board for the composition of the Board of Directors and the remuneration of the members of the Board of Directors
Proposal for the composition 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).
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, with the exception of Teuvo Salminen, 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.
Proposal for remuneration 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.
The Nomination Board proposes that the annual remuneration of the Board Members elected at the Annual General Meeting for a period until the end of the next Annual General, is as follows:
- 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.
18.1.2023
Fellow Bank Plc
Shareholders' Nomination Board
Further information
Maunu Lehtimäki, Chairman of the Nomination Board, maunu.lehtimaki@evli.com, tel. +358 505 533 000
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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