Evli Plc: Notice of Annual General Meeting 2023
EVLI PLC STOCK EXCHANGE RELEASE FEBRUARY 14, 2023 AT 4:30 PM (EET/EEST)
The Annual General Meeting of Evli Plc (“Evli” or the “Company”) will be held on Tuesday March 14, 2023 starting at 9:00 am at the premises of Castrén & Snellman Attorneys Ltd, at the address Eteläesplanadi 14, 6th Floor, 00130 Helsinki, Finland.
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 8:30 am. No refreshments will be served at the meeting.
A. Matters on the agenda of the General Meeting
At the meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the person to scrutinise 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 2022
Presentation of CEO’s report.
7. Adoption of the financial statements, which also means the adoption of the consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds
The Board of Directors proposes that based on the balance sheet to be adopted for financial year 2022, a dividend of a maximum of EUR 0.80 per share be paid from the distributable funds of the Company, in addition to which a maximum of EUR 0.35 per share will be distributed from the reserve for invested unrestricted equity.
The dividend and the distribution from the reserve for invested unrestricted equity shall be paid to shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Oy on the dividend record date on March 16, 2023. The Board of Directors proposes that the distribution of funds shall be paid on March 23, 2023.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period January 1, 2022 to December 31, 2022.
10. Remuneration report
The Board of Directors proposes that the remuneration report for the Company’s governing bodies for 2022 be approved. The resolution is advisory in accordance with the Finnish Companies Act.
11. Resolution on the remuneration of the members of the Board of Directors
Shareholders who represent approximately 80 percent of the voting rights of the shares in the Company propose that the amount of the remuneration payable to the Members of the Board, the Chairmen of the Board Committees and the Chairman of the Board would remain unchanged. The amounts payable to Members of the Board would be EUR 5,000.00 per month, to the Chairmen of the Board Committees EUR 6,000.00 per month and to the Chairman of the Board of Directors EUR 7,500.00 per month.
12. Resolution on the number of members of the Board of Directors
Shareholders who represent approximately 80 percent of the voting rights of the shares in the Company propose that a total of six (6) members be confirmed as the number of members in the Company’s Board of Directors.
13. Election of members of the Board of Directors
Shareholders who represent approximately 80 percent of the voting rights of the shares in the Company propose that the present members Henrik Andersin, Fredrik Hacklin, Sari Helander, Robert Ingman and Antti Kuljukka be re-elected as members of the Board of Directors and that Christina Dahlblom would be elected as a new member. Teuvo Salminen has announced that he is no longer available to serve on the Board of Directors of Evli.
All candidates have given their consent to the election. The nominees' information is available on the Company’s website www.evli.com/agm2023.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the auditor’s remuneration be paid according to a reasonable invoice approved by the Company.
15. Election of the auditor
The Board of Directors proposes to the Annual General Meeting that the auditing firm Ernst & Young Oy (EY) be elected as auditor for the financial year 2023, with Miikka Hietala (APA) as the principally responsible auditor.
16. Authorizing the Board of Directors to decide on the acquisition 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 acquisition of the Company's own series A and series B shares in one or more tranches as follows:
The total number of own series A shares to be acquired may be a maximum of 1,448,515 shares, and the total number of own series B shares to be acquired may be a maximum of 1,179,015 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.
Based on the authorization, the Company's own shares may only be acquired with unrestricted equity.
The Board of Directors will decide how the Company's own shares will be acquired. Financial instruments such as derivatives may be used in the acquirement. The Company's own shares may be acquired in other proportion than the shareholders' proportional shareholdings (directed acquisition). Shares may be acquired through public trading at the prevailing market price formed for the B-shares in public trading on the Nasdaq Helsinki Oy on the date of acquisition.
The authorization will replace earlier unused authorizations to acquire the Company's own shares. The authorization will be in force until the next Annual General Meeting but no later than until June 30, 2024.
17. 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 Companies Act in one or more tranches, for a fee or free of charge.
Based on the authorization, the number of shares issued or transferred, including shares received based on special rights, may total a maximum of 2,627,530 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 262,753 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 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, 2024.
18. Proposal by the Board of Directors to amend the Articles of Association with regard to the arrangements for the General Meeting of Shareholders
The Board of Directors proposes to add to the Articles of Association the possibility to alternatively attend the General Meeting remotely during the meeting (hybrid meeting) or without a physical meeting place (remote meeting). The amendment would be made to Article 10 (Notice Convening the General Meeting of Shareholders) of the Articles of Association.
New article in the Articles of Association:
Article 10 § Notice Convening the General Meeting of Shareholders
A notice convening the general meeting of shareholders shall be published on the company’s website and as a stock exchange release no earlier than three (3) months before and no later than three (3) weeks prior to the meeting. The notice shall, however, be announced at least nine (9) days before the record date of the general meeting of shareholders. The board of directors may at their discretion decide to publish notice of the general meeting of shareholders in one or several newspapers.
The Board of Directors may decide that a shareholder may also participate in the General Meeting by exercising his/her right to vote by means of a telecommunication link and technical aid before or during the meeting (hybrid meeting). The Board of Directors may also decide that the general meeting is to be held without a meeting venue so that shareholders exercise their decision-making power fully and in a timely manner during the meeting by means of telecommunication and technical aids (remote meeting).
19. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice, the remuneration report, the financial statements, the Board of Directors’ report and the auditor’s report of Evli Plc will be available on Company’s website www.evli.com/agm2023 no later than three weeks prior to the annual general meeting.
Copies of the proposals for decisions, the other above-mentioned 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 28, 2023 at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders recorded in the shareholders’ register
Each shareholder, who is registered in the shareholders’ register of the Company held by Euroclear Finland Ltd on the record date of the General Meeting, which is March 2, 2023, 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.
Registration for the general meeting will begin on February 16, 2023 at 9:00 am EET. A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the general meeting must register for the meeting by March 8, 2023 latest at 4:00 pm EET by which time the registration must be completed.
A shareholder can register for the meeting:
a) on the Company’s website at www.evli.com/agm2023
The registration requires strong electronic authentication of the shareholder, legal representative or proxy representative. Strong electronic authentication can be conducted with online banking codes or a mobile certificate.
b) by regular mail to Evli Plc, AGM 2023, PO Box 1081, FI-00101 Helsinki, Finland or
c) by e-mail to [email protected].
In connection with the prior notice of attendance, a shareholder shall notify his/her name, personal identification number / date of birth or business identity code, address, telephone number, the name of a possible assistant and the name and personal identification number or date of birth of a possible proxy representative. The personal data is used only in connection with the Annual General Meeting and processing of related registrations.
The shareholder or their legal representative or proxy representative shall, if necessary, be able to prove their identity and/or right of representation at the meeting venue.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e., on March 2, 2023, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily preregistered in the shareholders’ register held by Euroclear Finland Oy by 10:00 am (EEST) on March 9, 2023 at the latest. As regards nominee registered shares, this constitutes a due registration for the Annual General Meeting.
Holders of nominee registered shares are advised to request without delay necessary instructions from their custodian bank regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and preregistration for the Annual General Meeting. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders’ register of the Company by the time stated above at the latest.
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 present 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 represents the shareholder shall be identified in connection with the registration for the general meeting.
The relevant proxy documents shall be mailed or delivered as originals to Evli Plc, AGM 2023, PO Box 1081, FI-00101 Helsinki, Finland or delivered by e-mail to [email protected] before the end of the registration period. In addition to the delivery of proxy documents, the shareholder or his/her proxy representative must take care of the registration to the general meeting as presented in this notice.
Shareholders that are legal entities can also use the electronic Suomi.fi authorisation service for authorising their proxies instead of using the traditional proxy authorisation. The representative shall be appointed in the Suomi.fi service at www.suomi.fi/e-authorisations (using the authorisation topic “Representation at the General Meeting”). When registering, the representative must identify him/herself with strong electronic authentication, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking codes or a mobile certificate. For more information, see www.suomi.fi/e-authorisations.
4. Other instructions and information
The meeting will be held in Finnish.
A shareholder present at the general meeting has the right to ask questions pursuant to Chapter 5, section 25 of the Finnish Limited Liability Companies Act on topics to be considered by the general meeting. The shareholder asking a question shall present sufficient evidence on his/her shareholding when delivering the question.
Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights of the shareholder.
No refreshments will be served at the meeting.
On the date of this notice to the General Meeting, February 14, 2023, the total number of shares of Evli Plc is 26,275,302 shares divided into 14,485,148 class A shares and 11,790,154 class B shares. According to the Articles of Association, each A share entitles the holder to twenty (20) votes and each B share to one (1) vote at the General Meeting. On the date of this notice, the Company holds no own shares.
Helsinki, February 14, 2023
EVLI PLC
Board of Directors
Additional information:
Mikaela Herrala, Head of Marketing, Communications & IR, Evli Plc, tel. +358 50 544 5740, [email protected]
Evli Plc
We see wealth as an engine to drive progress. We draw on our heritage, broad expertise and Nordic values to grow and manage wealth for institutions, corporations and private persons in a responsible way.
We are the leading asset manager in Finland* offering a broad range of services including mutual funds, asset management and capital markets services, alternative investment products, equity research, share plan design and administration as well as Corporate Finance services. Responsible investing is integrated in every investment decision and our expertise is widely acknowledged by our clients. Evli has Finland's best expertise in responsible investment**.
Evli Group employs around 300 professionals and Evli has a total of EUR 16.0 billion in client assets under management (net 12/2022). Evli Plc’s B shares are listed on Nasdaq Helsinki Ltd.
* Kantar Prospera External Asset Management Finland 2015, 2016, 2017, 2018, 2019, 2021, Kantar Prospera Private Banking 2019, 2020 Finland
** SFR Scandinavian Financial Research Institutional Investment Services Finland 2021, 2022.
Distribution: Nasdaq Helsinki, main media, www.evli.com
