Notice to EAB Group Plc’s extraordinary general meeting
EAB Group Plc, Stock Exchange Release, 5 August 2022, 9:30 a.m. (EET)
Notice to EAB Group Plc’s extraordinary general meeting
EAB Group Plc’s (“EAB” or the “Company”) shareholders are invited to the Extraordinary General Meeting to be held on Friday 26 August 2022 at 11:00 a.m. EEST at Borenius Attorneys’ premises at Eteläesplanadi 2, Helsinki. The reception of participants enrolled to the meeting will begin at 10:30 a.m. EEST.
The Extraordinary General Meeting is convened to handle and adopt the Company’s interim financial statements for the six months ended 30 June 2022, so that the Company’s Board of Directors can decide on dividend distribution in accordance with the combination agreement between Evli Plc (“Evli”) and EAB and the merger plan between Evli and EAB as authorised by EAB’s Extraordinary General Meeting held on 14 July 2022.
- ITEMS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting, the following matters will be considered:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinise the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Presentation of the interim financial statements, the consolidated financial statements, the annual report and the auditor’s report for the six months ended 30 June 2022
CEO’s review
- Adoption of the interim financial statements for the six months ended 30 June 2022, including the adoption of the consolidated financial statements
The Board of Directors proposes that the General Meeting adopt the interim financial statements for the six months ended 30 June 2022.
- Closing of the meeting
- GENERAL MEETING DOCUMENTS
This notice, which includes all proposals for the decisions on the matters on the agenda of the General Meeting, is available in Finnish on EAB Group Plc’s website at www.eabgroup.fi/sijoita-meihin/hallinnointi/yhtiokokous.
Other documents which according to the Finnish Companies Act shall be kept available for the shareholders will be available on the above website no later than 5 August 2022. The proposal for resolution and the other documents mentioned above will also be available at the General Meeting.
The minutes of the Extraordinary General Meeting will be available on the above website no later than 9 September 2022.
- INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
- Shareholders registered in the shareholders’ register
Each shareholder who is registered on 16 August 2022 (the General Meeting Record Date) in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the Company.
A shareholder who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting shall register for the meeting no later than 16 August 2022 at 4:00 p.m. EEST. The notice must be received by the Company before the end of the registration period.
Such notice can be given on the Company’s website at www.eabgroup.fi/sijoita-meihin/hallinnointi/yhtiokokous.
In connection with the registration, a shareholder shall notify his/her name, personal identification number/business ID, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to EAB is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her representative or proxy representative must be able to prove his/her identity and/or right of representation at the place of the meeting, if necessary.
- Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she on 16 August 2022 (the General Meeting Record Date), would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 23 August 2022 by 10:00 a.m. EEST. As regards nominee registered shares this constitutes due registration for the General Meeting. Changes in shareholding after the General Meeting Record Date do not affect the right to participate in the General Meeting or the number of voting rights held by the shareholder at the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organisation of the custodian bank must register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above.
- Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the Meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
A model for a proxy document is available on the Company’s website at www.eabgroup.fi/sijoitameihin/hallinnointi/yhtiokokous.
Possible proxy documents are requested to be delivered by email to EAB.EGM2022@borenius.com before the end of the registration period, by which time the proxy documents must be received.
Shareholders that are legal persons can also use the electronic suomi.fi authorisation service instead of a traditional proxy document. In this case, the entity authorises the nominated proxy representative in the suomi.fi service (www.suomi.fi/e-authorizations) by using the proxy form “Representation at the General Meeting”. The proxy representatives must authenticate themselves with strong electronic identification in Euroclear Finland Oy’s General Meeting service when registering, after which the electronic proxy authorisation will be checked automatically. Strong electronic identification works with Finnish bank IDs or Finnish mobile certificates.
- Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the Meeting. On the date of this notice to the Extraordinary General Meeting, the total number of shares and votes in EAB is 13,843,272.
There is no catering at the meeting.
EAB GROUP PLC
Board of Directors
Further information:
EAB Group Plc
Daniel Pasternack, CEO
+358 50 569 3416
daniel.pasternack@eabgroup.fi
Therese Cedercreutz, Chair of the Board
+358 40 544 2502
therese.cedercreutz@miltton.com
Elite Alfred Berg offers responsible investment and asset management services for private investors, institutions, and professional investors. Elite Alfred Berg is the marketing name of the EAB Group. The Group's parent company EAB Group Plc’s shares are listed on the Nasdaq Helsinki stock exchange. The Group companies include EAB Asset Management Ltd, which offers asset management activities, and EAB Fund Management Ltd, which acts as a fund company and authorised alternative investment fund manager. The Group’s customer base consists of individuals and corporations that are served nationwide in 13 different locations. The Group employs 95 investment professionals, and more than 20 tied agents provide its services. On behalf of its clients, the Group manages assets of EUR 3.5 billion. Explore EAB Group’s services at www.eabgroup.fi.
DISTRIBUTION:
Nasdaq Helsinki Oy
The main news media
www.eabgroup.fi
APPENDIX:
EAB Group Plc Interim financial statements 2022