EVLI BANK PLC STOCK EXCHANGE RELEASE MARCH 13, 2017, AT 5.30 PM
Decisions taken by Evli Bank Plc's Annual General Meeting and Board of Directors on March 13, 2017
Evli Bank Plc's Annual General Meeting on March 13, 2017 approved the financial statements and discharged the members of the Board of Directors and the company's CEO from liability for the financial year 2016. The Meeting approved the Board of Directors' proposal to pay a dividend of EUR 0.40 per share. The dividend will be paid to shareholders who are recorded in the company's shareholder register maintained by Euroclear Finland Ltd. The record date is March 15, 2017. The dividend will be paid on March 22, 2017.
Board of Directors and Auditor
The Annual General Meeting decided that the Board of Directors will consist of six members. The following people were re-elected to the Board of Directors: Henrik Andersin, Robert Ingman, Harri-Pekka Kaukonen, Johanna Lamminen, Mikael Lilius and Teuvo Salminen.
It was decided that the following remuneration shall be paid to the members of the Board of Directors: EUR 5,000.00 per month to the Members of the Board and EUR 6,000.00 per month to the Chairman of the Board and the Chairmen of the Committees.
The auditing firm PricewaterhouseCoopers Oy was elected as the company's auditor and Jukka Paunonen, APA, as the principally responsible auditor. The auditor shall be paid remuneration according to a reasonable invoice approved by the company.
Authorizing the Board of Directors to decide on the repurchase of the company's own shares
The Annual General Meeting authorized 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. The proposed number of shares represents approximately 10 percent of all the shares of the company' on the date of the Notice of the 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 replaces 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, 2018.
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 Annual General Meeting authorized 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. The proposed number of shares represents approximately 10 percent of all the shares of the company' on the date of the Notice of the Annual General Meeting. 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, representing approximately 1 percent of all the shares of the company on the date of the Notice of the Annual General Meeting.
The authorization entitles 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 replaces earlier unused authorizations concerning the issuance of shares as well as the issuance of options and other special rights entitling to shares. The authorization will be in force until the end of the next Annual General Meeting but no longer than until June 30, 2018.
The minutes of the meeting will be available on www.evli.com/agm as of March 22, 2017 at the latest.
Decisions by the Board of Directors
The organizational meeting of the Board of Directors elected from among its members Henrik Andersin as its Chairman and Harri-Pekka Kaukonen as its Vice Chairman.
Teuvo Salminen was elected Chairman and Johanna Lamminen and Robert Ingman as members of the Audit Committee. Harri-Pekka Kaukonen was elected as Chairman and Henrik Andersin and Mikael Lilius as members of the Compensation Committee. Harri-Pekka Kaukonen, Johanna Lamminen, Mikael Lilius and Teuvo Salminen are independent of both the company and of significant shareholders.
EVLI BANK PLC
For additional information, please contact: Juho Mikola, CFO, Evli Bank Plc, tel. +358 (0)9 4766 9871, juho.mikola@evli.com
Evli Bank Plc in brief Evli is a genuine private bank specializing in investment that helps private persons and institutions increase their wealth. The company offers asset management services, capital markets related services, such as brokerage of equities and other instruments, market making, investment research and a full range of Corporate Finance services.
Distribution: Nasdaq Helsinki Ltd, main media, www.evli.com
