Du är här

2016-02-15

Evli Pankki Oyj: Notice of Annual General Meeting of Evli Bank Plc on March 8, 2016

EVLI BANK PLC STOCK EXCHANGE RELEASE FEBRUARY 15, 2016, AT 1:15 PM

Notice of Annual General Meeting of Evli Bank Plc on March 8, 2016

Time:
March 8, 2016 at 9:00 a.m.
Place:
Finlandia Hall (Hall B, Congress Wing), Mannerheimintie 13 e, 00100 Helsinki

Notice is given to the shareholders of Evli Bank Plc to the Annual General
Meeting to be held on March 8, 2016 at 9:00 a.m. at Finlandia Hall, Congress
Wing, Hall B, Mannerheimintie 13 e, 00100 Helsinki (entrances M1 and K1). The
reception of persons who have registered for the meeting will commence at
8:30 a.m. The meeting will be held in Finnish.

A. Matters on the agenda of the General Meeting

At the General 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. Presentation of the financial statements, the Board of Directors' report
and the auditor's report for the year 2015

Presentation of the review by the CEO

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board of Directors proposes to the Annual General Meeting that a dividend
of EUR 0.31 per series A and series B share be distributed on the basis of
the adopted balance sheet for 2015, totaling approximately EUR 7,227,315.20,
and the remaining distributable assets be retained in equity. The dividend
shall be paid to a shareholder who on the record date March 10, 2016 is
registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The Board of Directors proposes that dividend be paid on March
17, 2016.
9. Resolution on the discharge of the members of the Board of Directors and
the CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

Shareholders who represent approximately 69 percent of the company's voting
shares propose that the amount of the remuneration payable to a Member of the
Board be EUR 4,100.00 per month and the amount of the remuneration payable to
the Chairman of the Board be EUR 6,000.00 per month. In addition, it is
proposed that the Chairmen of the Committees be paid EUR 800.00 for each
Committee meeting.

11. Resolution on the number of members of the Board of Directors

Shareholders who represent more than approximately 69 percent of the company's
voting shares propose that a total of seven (7) members be confirmed as the
number of members in the company's Board.

12. Election of members of the Board of Directors

Shareholders who represent approximately 69 percent of the company's voting
shares propose that the following people be re-elected to the Board of
Directors: Henrik Andersin, Robert Ingman, Harri-Pekka Kaukonen, Johanna
Lamminen, Mikael Lilius, Teuvo Salminen and Thomas Thesleff.

13. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting on the
recommendation by the Audit Committee that the auditor be paid a remuneration
according to a reasonable invoice approved by the company.

14. Election of auditor

In accordance with a recommendation by the Audit Committee, the Board proposes
that the auditing firm KPMG Oy Ab be elected as the company's auditor. KPMG
Oy Ab selected Marcus Tötterman, APA, as the principally responsible auditor.

15. Authorizing the Board of Directors to decide on the repurchase of the
company's own shares

The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide on the repurchase of the company's own series A
and series B shares in one or more lots as follows:

The total number of own series A shares to be repurchased may be a maximum of
1,696,213 shares, and the total number of own series B shares to be
repurchased may be a maximum of 635,178 shares, which corresponds to a total
of approximately 10 percent of the total number of company's own shares on
the date of the Notice of Annual General Meeting.

On the basis of the authorization, the company's own shares may only be
repurchased with unrestricted equity.

The company's own shares may be repurchased at the price formed for series B
shares in public trading or at the price otherwise formed on the market on
the purchase day.

The Board of Directors will decide how the company's own shares will be
repurchased. Financial instruments such as derivatives may be used in the
purchasing. The company's own shares may be repurchased in other proportion
than the shareholders' proportional shareholdings (private purchase).

The authorization will replace earlier unused authorizations to repurchase the
company's own shares. The authorization will be in force until the next
Annual General Meeting but no later than until June 30, 2017.

16. Authorizing the Board of Directors to decide on the issuance of shares as
well as the issuance of options and other special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide on the issuance of shares and special rights
entitling to shares pursuant to chapter 10, section 1, of the Limited
Liability Companies Act in one or more lots, for a fee or free of charge.

Based on the authorization, the number of shares issued or transferred,
including shares received on the basis of special rights, may total a maximum
of 2,331,392 series B shares, which corresponds to approximately 10% of the
current total number of all the shares of the company. Of the above-mentioned
total number, however, a maximum of 233,139 shares may be used as part of the
company's share-based incentive schemes, which corresponds to approximately
1% of the current total number of all the shares of the company.

The authorization will entitle the Board of Directors to decide on all the
terms and conditions related to the issuing of shares and special rights
entitling to shares, including the right to deviate from the shareholders'
pre-emptive subscription rights. The Board of Directors may decide to issue
either new shares or any own shares in the possession of the company.

The authorization will replace earlier unused authorizations concerning the
issuance of shares as well as the issuance of options and other special
rights entitling to shares.

The authorization is proposed to be in force until the end of the next Annual
General Meeting but no longer than until June 30, 2017.

B. Documents of the General Meeting

The above-mentioned proposals for the decisions on the matters on the agenda
of the General Meeting as well as this notice, the financial statements, the
Board of Directors' report and the auditor's report of Evli Bank Plc will be
available on Evli Bank Plc's website atwww.evli.com/agmno later than Tuesday
February 16, 2016. The proposals for decisions and the other above-mentioned
documents will also be available at the meeting. Copies of these documents
and of this notice will be sent to shareholders upon request. The minutes of
the General Meeting will be available on the above-mentioned website as from
March 22, 2016.

C. Instructions for the participants of the General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder who is registered on the record date, February 25, 2016, in
the shareholders' register of the company held by Euroclear Finland Ltd 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 March 3, 2016 by giving a prior notice of participation
which shall be received by the company no later than on the above-mentioned
date.

Such notice can be given:
a) on Evli's websitewww.evli.com/agm;

b) by telephone at +358 (0) 20 770 6898, Mon-Fri 9 a.m. to 4 p.m.;
c) by regular mail to Evli Bank Plc, AGM, PO Box 1081, FI-00101 Helsinki.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number / business identity code, 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 Evli Plc will only be used in connection with the General Meeting
and with the processing of related registrations.

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation.

2. 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 the record
date of the General Meeting, i.e. on February 25, 2016, would be entitled to
be registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been
registered into the temporary shareholders' register held by Euroclear
Finland Ltd. no later than March 3, 2016 at 10 a.m. As regards nominee
registered shares this constitutes due registration for 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 organization of the custodian bank has to register a holder of
nominee registered shares who wants to participate in the General Meeting
into the temporary shareholders' register of the company no later than the
time stated above.

3. 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 at the
General Meeting. When a shareholder participates in the General Meeting by
means of several proxy representatives representing the shareholder with
shares at different securities accounts, the shares by which each proxy
representative...

Författare WKR

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.