Resolutions of United Bankers Plc’s Annual General Meeting and the constitutive meeting of the Board of Directors
United Bankers Plc
STOCK EXCHANGE RELEASE 22 March 2023 at 16:00 EET
Resolutions of United Bankers Plc’s Annual General Meeting and the constitutive meeting of the Board of Directors
United Bankers Plc’s Annual General Meeting was held in Helsinki on 22 March 2023. The meeting approved the financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial period 1 January – 31 December 2022. The Annual General Meeting approved the Remuneration Report for governing bodies for 2022.
Distribution of funds
The Annual General Meeting confirmed in accordance with the Board of Directors’ proposal a distribution of funds a total of EUR 0.90 per share, with a dividend of EUR 0.75 per share and an equity repayment of EUR 0.15 per share from the reserve of invested unrestricted equity. The record date for the dividend distribution is 24 March 2023 and the payment date is 31 March 2023. The record date for the equity repayment is 22 September 2023 and the payment date is 29 September 2023.
The Board of Directors and the auditor
The number of members of the Board of Directors was confirmed as six (6). Composition of the Board of Directors remains unchanged. Johan Linder, Rasmus Finnilä, Rainer Häggblom, Tarja Pääkkönen, Lennart Robertsson and Eero Suomela continue as members of the Board of Directors.
The remuneration of the members of the Board of Directors remains unchanged. The Annual General Meeting confirmed the annual remuneration of the Chairman of the Board of Directors at EUR 35,000 and for the other members at EUR 25,000. No remuneration shall be paid to a member of the Board of Directors who is employed by a company belonging to the United Bankers Group. The remuneration covers the entire term and committee work. Travel expenses are reimbursed according to the travel policy of the Company.
The auditing firm Oy Tuokko Ltd was re-elected as the auditor, with Janne Elo as the principal auditor. The auditor's fee will be paid according to the invoice approved by the Company.
Authorisation to decide on the repurchase of own shares
The Annual General Meeting granted the Board of Directors the authority to decide on the repurchase of a maximum of 150,000 own shares of the Company with the Company's unrestricted equity. The authorisation also includes the right to accept the Company's own shares as pledge.
The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2024, and it revokes the authorisation granted by the previous Annual General Meeting to repurchase own shares to the extent that it has not been exercised.
Authorisation to decide on the issuance of shares and special rights entitling to shares
The Annual General Meeting granted the Board of Directors the authority to decide on the issuance of a maximum of 700,000 new shares in the Company, on the transfer of treasury shares held by the Company and on the issue of special rights entitling to shares.
The issuance of shares and the granting of special rights entitling to shares may also take place in derogation of shareholders' pre-emptive subscription rights (directed share issue). The authorisation may be used, for example, to finance or carry out acquisitions or restructurings, to strengthen the Company's balance sheet and financial position, to make investments or implement share-based incentive plans and/or for other purposes decided by the Board of Directors. The authorisation may also be used for a share issue free of charge to the Company itself.
The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2024, and it revokes the authorisation granted by the previous Annual General Meeting to decide on the issuance of shares and special rights entitling to shares to the extent that it has not been exercised.
Amendment of the Articles of Association with regard to the arrangements for general meetings
The Annual General Meeting decided to amend Article 9 § of the Articles of Association in accordance with the Board of Directors’ proposal so that, in addition to a traditional meeting, the general meeting may be organised as a hybrid meeting using telecommunications and technical means and also entirely by remote meeting without a physical meeting venue.
In all other respects, the Articles of Association remain unchanged.
Expiry of resolution taken by the General Meeting regarding the ratio of fixed and variable remuneration
The Annual General Meeting decided that the decision of the Annual General Meeting on 19 March 2021 regarding the maximum ratio of fixed and variable remuneration for a salaried employee of United Bankers Group will expire in accordance with the proposal of the Board of Directors.
The decision is based on a change to the prudential regulation for investment companies. The previous regulatory requirement that the general meeting should decide on the maximum ratio of remuneration is no longer applicable to the Company and the United Bankers Group. Thus, with the regulatory change and the expiry of the decision, the Board of Directors of the Company has the power to decide on the ratio between variable and fixed remuneration of staff. The remuneration of the governing bodies will be in line with the remuneration policy discussed at the Annual General Meeting.
Minutes of the Annual General Meeting
The minutes of the Annual General Meeting are available on United Bankers Plc's website at https://unitedbankers.fi/en/oyj/sijoittajat/hallinnointi/yhtiokokous no later than 5 April 2023.
Decisions of the constitutive meeting of the Board of Directors
The Board of Directors held its constitutive meeting after the Annual General Meeting on 22 March 2023. Johan Linder was elected as Chairman of the Board of Directors and Lennart Robertsson as Vice-Chairman.
Eero Suomela was elected Chairman of the Audit Committee and Rainer Häggblom and Johan Linder as members. Johan Linder was elected Chairman of the Remuneration Committee and Tarja Pääkkönen and Lennart Robertsson as members.
Johan Linder, Tarja Pääkkönen, Lennart Robertsson and Eero Suomela are independent of both the Company and the major shareholders.
Additional information:
Patrick Anderson, CEO, United Bankers Plc
Email: patrick.anderson@unitedbankers.fi
Telephone: +358 400 244 544, +358 9 25 380 236
Investor Relations: ir@unitedbankers.fi
United Bankers in brief:
United Bankers Plc is a Finnish expert on wealth management and investment markets, established in 1986. United Bankers Group’s business segments include wealth management and capital markets services. In asset management, the Group specialises in real asset investments. United Bankers Plc is majority-owned by its key personnel and the Group employs 148 employees (FTE) and 32 agents (31 December 2022). In 2022, the United Bankers Group’s revenue totalled EUR 48.6 million and its adjusted operating profit amounted to EUR 16.6 million. The Group’s assets under management amount to approximately EUR 4.4 billion (31 December 2022). United Bankers Plc’s shares are listed on Nasdaq Helsinki Ltd. The Group companies are subject to the Finnish Financial Supervisory Authority’s supervision. For further information on United Bankers Group, please visit www.unitedbankers.fi.
DISTRIBUTION:
Nasdaq Helsinki
Main media