Board of Directors' proposals to Aktia Bank Plc’s Annual General
Meeting 2023
Aktia Bank Plc
Stock Exchange
Release 17 February
2023 at 8.10 a.m.
Board of Directors'
proposals to Aktia Bank Plc’s Annual
General Meeting 2023
The Board of Directors of Aktia Bank Plc
(hereinafter "Aktia" or "company") has decided that the Annual
General Meeting will be held on 5 April 2023 at 4.00 pm at Stock
Exchange Building, Fabianinkatu 14 in Helsinki.
The company will publish the invitation to the
Annual General Meeting separately later. The invitation will
contain more detailed information on registration and attendance at
the General Meeting.
In addition to the proposals set forth by the
Board of Directors below, the proposals of the Shareholders'
Nomination Board for the Annual General Meeting 2023 concerning the
number of members and election of the Board of Directors and the
remuneration of the Board of Directors have been published in a
separate Stock Exchange Release on 31 January 2023.
Adoption of the financial statements and
the consolidated financial statements
The Board of Directors proposes that the Annual
General Meeting will decide on confirming the financial statements.
The company’s auditor has recommended confirming the financial
statements.
Resolution on the use of the profit
shown in the balance sheet and the payment of dividend
The Board of Directors proposes that a dividend
of EUR 0.43 per share shall be paid for the financial year
2022.
Shareholders registered in the register of
shareholders of the company maintained by Euroclear Finland Ltd on
the record date for the dividend payment 11 April 2023 are entitled
to the dividend. The Board of Directors proposes that the dividend
shall be paid out on 18 April 2023 in accordance with the rules of
Euroclear Finland Ltd.
Aktia Bank Plc's Remuneration Report for
2022
The Board of Directors proposes to the Annual
General Meeting that the Remuneration Report for the company’s
governing bodies be confirmed. The Remuneration Report is expected
to be published on or about 15 March 2023.
Resolution on the auditor's
remuneration
The Board of Directors proposes, based on the
recommendation of the Board of Directors' Audit Committee, that
remuneration shall be paid to the auditor against the auditor’s
reasonable invoice.
Election of the auditor
The Board of Directors proposes, based on the
recommendation of the Board of Directors’ Audit Committee, that
KPMG Oy Ab, a firm of authorised public accountants, shall be
elected as auditor, with Marcus Tötterman, M.Sc. (Econ.), APA, as
auditor-in-charge for a term of office beginning when the Annual
General Meeting 2023 is closed and continuing up until the Annual
General Meeting 2024 has ended.
Amendment of the Articles of
Association
Due to the amendments made to Chapter 5 of the
Finnish Companies Act, the Board of Directors proposes to the
General Meeting that the General Meeting amends the company's
Articles of Association to allow organising of a remote general
meeting without a meeting venue as an alternative to a physical
general meeting or a hybrid meeting. The purpose of the amendment
is to facilitate the holding of a remote general meeting in
unexpected or exceptional circumstances, however not limited to
these situations. According to the Finnish Companies Act, a
shareholder must be able to exercise their rights fully at a remote
general meeting in the same way as at a traditional general meeting
held physically. The amendments do not prevent the holding of
physical or hybrid meetings. The venues for physical general
meetings will be defined in the same context.
In accordance with the proposal of the Board of
Directors, Article 5 of the company's Articles of Association shall
be amended as follows:
"5 § Right to attend the General Meeting and the
venue of the General Meeting
To participate in the General Meeting, a
shareholder must notify the company of their attendance by the
deadline specified in the invitation to the meeting. The deadline
for registration may not be earlier than ten days before the
General Meeting.
The General Meeting can be held in Helsinki,
Espoo, or Vantaa. The Board of Directors may decide that the
General Meeting shall be held without a meeting venue so that the
shareholders exercise their right to decide during the meeting in
full and in a timely manner by means of a telecommunication
connection and a technical aid (remote meeting)."
Authorising the Board
of Directors to decide on issue
of shares or special rights entitling to shares referred to
in Chapter 10 of the Companies Act in one
or several tranches
The Board of Directors proposes that the General
Meeting authorises the Board of Directors to issue shares, or
special rights entitling to shares referred to in Chapter 10 of the
Companies Act, as follows:
A maximum amount of 7,238,000 shares can be
issued based on this authorisation, which corresponds to
approximately 10% of all shares in the company.
The Board of Directors is authorised to decide
on all terms for issues of shares and of special rights entitling
to shares. The authorisation concerns the issuance of new shares.
Issues of shares or of special rights entitling to shares can be
carried out in deviation from the shareholders' pre-emptive
subscription right to the company’s shares (directed share
issue).
The Board of Directors has the right to use this
authorisation, among other things, to strengthen the company's
capital base, for the company's share-based incentive scheme,
acquisitions and/or other corporate transactions.
The authorisation is effective for 18 months
from the resolution by the General Meeting and revokes the
authorisation to issue shares given by the Annual General Meeting
on 6 April 2022.
Authorising the Board
of Directors to decide on acquisition of own shares
The Board of Directors proposes that the General
Meeting authorises the Board of Directors to decide on the
acquisition of 500,000 shares at a maximum, corresponding to
approximately 0.7% of the total number of shares in the
company.
The company's own shares may be acquired in one
or several tranches using the unrestricted equity of the
company.
The company's own shares may be acquired at a
price formed in public trading on the date of the acquisition, or
at a price otherwise prevailing on the market. The company's own
shares may be acquired in a proportion other than that of the
shares held by the shareholders (directed acquisition).
The company's own shares may be acquired to be
used in the company's share-based incentive schemes and/or for the
remuneration of the members of the Board of Directors, for further
transfer, retention, or cancellation.
The Board of Directors is authorised to decide
on all additional terms concerning the acquisition of the company's
own shares.
The authorisation is effective for 18 months
from the resolution by the General Meeting and revokes the
authorisation to purchase the company's own shares given by the
Annual General Meeting on 6 April 2022.
Authorising the Board
of Directors to decide to divest the company’s own
shares
The Board of Directors proposes that the General
Meeting authorises the Board of Directors to decide on divesting
own shares held by the company, as follows.
Based on the authorisation, a maximum of 500,000
shares may be divested.
Board of Directors is authorised to decide on
all additional terms concerning the divestment of the company's own
shares. The divestment of the company's own shares can be carried
out in deviation from the shareholders’ pre-emptive subscription
rights to shares in the company (directed share issue), e.g. for
implementing the company's incentive programs and for remuneration,
including divesting the company's own shares to board members for
payment of board remuneration.
The authorisation is effective for 18 months
from the resolution by the General Meeting and revokes the
authorisation to divest the company's own shares given by the
Annual General Meeting on 6 April 2022.
Aktia Bank
Plc
Further information:
Lotta Borgström, Director, Investor Relations
and Communications, tel. +358 10 247 6838, lotta.borgstrom (at)
aktia.fi
Distribution:Nasdaq Helsinki LtdMass
mediawww.aktia.com
Aktia is a Finnish asset manager, bank and life
insurer that has been creating wealth and wellbeing from one
generation to the next for 200 years. We serve our customers in
digital channels everywhere and face-to-face in our offices in
Helsinki, Turku, Tampere, Vaasa and Oulu regions. Our award-winning
asset management business sells investment funds internationally.
We employ approximately 900 people around Finland. Aktia's assets
under management (AuM) on 31 December 2022 amounted to EUR
13.5 billion, and the balance sheet total was EUR
12.4 billion. Aktia's shares are listed on Nasdaq Helsinki Ltd
(AKTIA). aktia.com.
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