Notice to Aktia Bank Plc's Annual General Meeting 2023
Aktia Bank PlcStock Exchange Release10 March 2023 at 1.00
p.m.
Notice to Aktia Bank Plc's
Annual General Meeting 2023
Notice is hereby given to Aktia Bank Plc shareholders that the
Annual General Meeting will be held on Wednesday, 5 April 2023 at
4.00 p.m. at Pörssitalo, address Fabianinkatu 14, Helsinki. Persons
who have registered for the meeting will be welcomed and voting
sheets will be distributed from 3.00 p.m. onwards.
Shareholders of Aktia Bank Plc can also exercise their voting
rights by voting in advance. Instructions for advance voting are
set out in section C of this notice to the Annual General
Meeting.
It is possible to follow the Annual General Meeting via webcast.
Instructions on how to follow the webcast are available on the
company's website
www.aktia.com/en/investors/corporate-governance/annual-general-meeting.
It is not possible to ask questions, make counterproposals, make
other interventions, or vote via webcast. Following the meeting via
webcast shall not be considered as participation in the Annual
General Meeting or as the exercise of shareholders' rights.
A. Matters to be discussed at
the Annual General
Meeting
The agenda of the Annual General Meeting will be as follows:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons 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,
consolidated financial statements, report by the Board of Directors
and Auditor’s report for 2022
CEO's presentation.
The company's financial statements and Annual Report, including
the report by the Board of Directors and the Auditor’s report, will
be published no later than 15 March 2023, after which they are
available on the company's website at www.aktia.com.
7. Adoption of the financial statements and the
consolidated financial statements
The Board of Directors proposes that the Annual General Meeting
adopts the financial statements. The company's auditor has
recommended adopting the financial statements.
8. 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.
9. Resolution on the discharge from liability
of the members of the Board of Directors, the CEO and his
deputy
10. Handling of the Remuneration Report of the
governing bodies
The Board of Directors proposes to the Annual General Meeting
that the Remuneration Report for the company's governing bodies be
confirmed.
The 2022 Remuneration Report of the company's governing bodies
will be published no later than 15 March 2023, after which it is
available on the company's website at www.aktia.com.
11. Resolution on remuneration for the members
of the Board
The Nomination Board proposes that the remuneration for the
Board of Directors for the term be unchanged from the current term
and determined as follows:
- Chairman, EUR 64,300 (2022: EUR
64,300)
- Deputy Chairman, EUR 43,000 (2022:
EUR 43,000)
- member, EUR 35,000 (2022: EUR
35,000)
Annual remunerations for the Chairmen of each Committee as well
as meeting remunerations are proposed to be unchanged, meaning that
it is proposed that the Chairman of each Committee will further
receive an annual remuneration of EUR 8,000. The proposed meeting
remuneration for Board and Committee meetings is EUR 700 per
attended meeting for each person (EUR 500 per attended meeting for
each person in 2022). If participation in a board meeting requires
travelling outside the board member’s country of residence, the
remuneration for board meeting is EUR 1,400 per attended meeting
for each person (EUR 500 per attended meeting for each person in
2022). Compensation for travel and accommodation expenses as well
as a daily allowance is paid in line with the Finnish Tax
Administration's guidelines and the travel instructions of the
company.
The Nomination Board proposes that approximately 40% of the
annual remuneration (gross amount) shall be paid to the members in
the form of Aktia shares. The company will on account of the Board
members acquire Aktia shares on the market to the price that is
formed through public trading or it will transfer the company’s own
shares to the Board members and the rest of the annual remuneration
payable is paid in cash. The shares are acquired or transferred
during a two-week time period from the day following the company’s
interim report for 1 January 2023–30 June 2023 is disclosed or as
soon as possible in accordance with applicable legislation. If the
remuneration can’t be paid in shares, it can be paid in cash
entirely. The company will be responsible for all expenses and the
possible transfer tax for acquiring or transferring the shares.
12. Resolution on the number of members of the
Board of Directors
The Shareholders’ Nomination Board proposes that the number of
members of the Board of Directors is kept unchanged and set to
eight (8) members. However, should any of the candidates proposed
under section 13 below not be able to attend the Board, the
proposed number of Board members shall be decreased
accordingly.
13. Election of members of the Board of
Directors
The Shareholders’ Nomination Board proposes that of the present
members of the Board of Directors Maria Jerhamre Engström, Harri
Lauslahti, Sari Pohjonen, Johannes Schulman, Lasse Svens and Timo
Vättö subject to their consent, shall be re-elected for a term
continuing until the next Annual General Meeting has concluded. For
more information on the members of the Board of Directors proposed
to be re-elected, please see the company’s website at
www.aktia.com.
The Shareholders’ Nomination Board also proposes that Ann
Grevelius and Carl Haglund are elected as new members of the Board
of Directors for the same term, subject to their consent. Further
information on the new Board members proposed to be elected have
been attached to this notice and can be found on the company’s
website at www.aktia.com closer to the company's Annual General
Meeting.
Should any of the candidates presented above not be able to
attend the Board, the available candidates are proposed to be
elected accordingly.
All the proposed persons are independent in relation to the
company according to the definition of the Corporate Governance
Code. Only Timo Vättö is not independent of a significant
shareholder since he is a member of the Board of Rettig Group Oy
Ab, which is the largest owner of RG Partners Oy – the largest
shareholder (10.22%) of Aktia Bank.
All the proposed persons have informed that they intend, if they
are elected, to re-elect Lasse Svens amongst them as Chairman of
the Board of Directors and to elect Timo Vättö as Deputy
Chairman.
The Board members of Aktia Bank Johan Hammarén and Olli-Petteri
Lehtinen have informed that they will not be available for
re-election.
14. 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.
15. Determination of the number of auditors
The Board of Directors proposes, based on the recommendation of
the Board of Directors' Audit Committee, that the number of
auditors shall be one (1).
16. 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.
17. Amending the articles of association
Due to the amendments made to Chapter 5 of the Finnish Companies
Act, the Board of Directors proposes to the Annual 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)."
18. Authorising the Board of Directors to
decide on one or more issues of shares or special rights entitling
to shares referred to in Chapter 10 of the Finnish Companies
Act
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.
19. Authorising 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
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.
20. Authorising the Board of Directors to
decide to divest the company’s own shares
The Board of Directors proposes that the Annual 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.
21. Closing of the meeting
B. Documents of the Annual General
Meeting
The proposals for the decisions on the matters on the agenda of
the Annual General Meeting as well as this notice are available on
Aktia Bank Plc’s website www.aktia.com. Aktia Bank Plc’s Annual
Report including the company’s financial statements, the report by
the Board of Directors and the Auditor’s report, and the 2022
Remuneration Report, will be available on the above-mentioned
website on 15 March 2023, at the latest. The minutes of the Annual
General Meeting will be available on the above-mentioned website on
19 April 2023, at the latest.
C. Instructions for the participants in
the Annual General Meeting
1. Shareholders registered in the
shareholders' register
Each shareholder, who is registered in the company’s register of
shareholders maintained by Euroclear Finland Ltd as at 24 March
2023, has the right to participate in the Annual General Meeting.
Shareholders whose shares are registered in their personal Finnish
book-entry account are registered in the company’s register of
shareholders.
Registration for the Annual General Meeting starts on 13 March
2023 at 10.00 a.m. Shareholders who are registered in the company's
register of shareholders and who wish to participate in the Annual
General Meeting must register their intention to attend by 4.00
p.m. on 29 March 2023, at the latest. Participants can register for
the Annual General Meeting:
a) through the company’s website
www.aktia.com/en/investors/corporate-governance/annual-general-meeting.
Electronic registration requires strong identification of the
shareholder or his/her legal representative or proxy with a Finnish
or Swedish bank ID or mobile certificate;
b) by mail or e-mail. Shareholders registering by mail or e-mail
shall submit the registration form available on the company's
website
www.aktia.com/en/investors/corporate-governance/annual-general-meeting
or equivalent information to Innovatics Oy, Annual General Meeting
/ Aktia Bank Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by
e-mail to agm@innovatics.fi.
When registering, please provide the requested information, such
as the shareholder's name, date of birth or business ID, contact
details, the name of any assistant or proxy representative and the
proxy's date of birth. The personal data provided by shareholders
to Aktia Bank Plc or Innovatics Oy will only be used in connection
with the Annual General Meeting and the processing of the necessary
registrations related thereto.
The shareholder, his/her representative or proxy must be able to
prove his/her identity and/or right of representation at the
meeting if necessary. Further information on the use of proxy and
power of attorney are described below in section C 3.
Further information on registration and advance voting is
available by telephone during the registration period of the Annual
General Meeting by calling at +358 10 2818 909 on weekdays from
9.00 a.m. to 12.00 p.m. and from 1.00 p.m. to 4.00 p.m.
2. Owners 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 24 March 2023 would be entitled to be registered in the
company's register of shareholders maintained by Euroclear Finland
Ltd. Participation also requires that the shareholder has been
entered into the company's temporary register of shareholders,
maintained by Euroclear Finland Ltd, on the basis of such shares by
31 March 2023 at 10.00 a.m. at the latest. In the case of
nominee-registered shares, this is considered as registration for
the Annual General Meeting. Changes in the shareholding after the
record date of the Annual General Meeting do not affect the right
to participate in the Annual General Meeting or the shareholder's
voting rights.
The holder of nominee-registered shares is advised to request
well in advance the necessary instructions from his/her custodian
bank regarding temporary registration in the register of
shareholders, the issuing of proxy documents and voting
instructions, registration, and attendance at the Annual General
Meeting and advance voting. The account manager of the custodian
bank shall register the holder of nominee-registered shares who
wishes to attend the Annual General Meeting temporarily in the
register of shareholders of the company by the aforementioned date
and time at the latest and, if necessary, arrange for advance
voting on behalf of the holder of nominee-registered shares before
the end of the registration period for holders of
nominee-registered shares.
3. Proxy representatives and powers of
attorney
A shareholder may attend the Annual General Meeting and exercise
his/her rights there through a proxy representative. Shareholder's
proxy may also elect to vote in advance as described in this notice
if he/she so wishes. The proxy representative shall authenticate to
the electronic registration service and advance voting personally
with strong authentication, after which he/she will be able to
register and vote in advance on behalf of the shareholder that
he/she represents. The shareholder's proxy must present dated proxy
documents, or otherwise in a reliable manner prove that he/she is
entitled to represent the shareholder at the Annual General
Meeting. You can prove your right to representation by using the
Suomi.fi e-Authorizations service available in the electronic
registration service.
Model proxy documents and voting instructions are available on
the company's website
www.aktia.com/en/investors/corporate-governance/annual-general-meeting.
If a shareholder participates in the Annual General Meeting through
several proxies representing the shareholder with shares held in
different securities accounts, the shares on the basis of which
each proxy represents the shareholder shall be identified in
connection with the registration.
Proxy documents are requested to be submitted preferably as an
attachment with the electronic registration or alternatively by
mail to Innovatics Oy, Annual General Meeting / Aktia Bank Plc,
Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to
agm@innovatics.fi before the end of the registration period. In
addition to submitting the proxy documents, the shareholder or
his/her proxy shall register for the Annual General Meeting in the
manner described above in this notice.
4. Advance voting
A shareholder whose shares in the company are registered in
his/her personal Finnish book-entry account may vote in advance
between 13 March 2023 and 29 March 2023 on certain items on the
agenda of the Annual General Meeting
a) via the company's website at
www.aktia.com/en/investors/corporate-governance/annual-general-meeting.
Login to the service is done in the same way as for registration in
section C.1 of this notice.
b) by mail or by e-mail by submitting the advance voting form
available on the company's website or equivalent information to
Innovatics Oy at Innovatics Oy, Annual General Meeting / Aktia Bank
Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail
at agm@innovatics.fi. Advance votes must be received by the time
the advance voting ends. The submission of votes in this way before
the end of the registration and advance voting period shall be
considered as registration for the Annual General Meeting, provided
that it contains the above information required for
registration.
A shareholder who has voted in advance cannot exercise the right
to ask questions or demand a vote under the Finnish Companies Act
unless he/she attends the Annual General Meeting in person or by
proxy at the meeting venue.
With respect to nominee registered shareholders, the advance
voting is carried out by the account manager. The account manager
may vote in advance on behalf of the holders of nominee-registered
shares whom he/she represents in accordance with the voting
instructions given by them during the registration period set for
the nominee-registered shareholders.
Proposals for resolution that are subject to advance voting are
deemed to have been made at the Annual General Meeting without any
changes. The conditions and other instructions for electronic
advance voting are available on the company's website at
www.aktia.com/en/investors/corporate-governance/annual-general-meeting.
5. Further
instructions for attendees of the Annual General
Meeting
The official language of the meeting is Swedish. There is no
simultaneous interpretation at the meeting.
Shareholders present at the Annual General Meeting have the
right to present questions about the matters discussed at the
meeting in accordance with Chapter 5, Section 25 of the Finnish
Companies Act.
Changes in the shareholding after the record date of the Annual
General Meeting do not affect the right to participate in the
Annual General Meeting or the shareholder's voting rights.
Shareholders are welcome to participate in coffee service
arranged after the meeting.
On the date of this notice to the Annual General Meeting the
total number of shares in Aktia Bank Plc is 72,465,072 shares,
representing 72,465,072 votes. The company holds on the date of
this notice a total number of 172,541 of its own shares. The shares
held by the company on the record date of the Annual General
Meeting do not entitle to vote at the Annual General Meeting.
Helsinki, 10 March 2023
AKTIA BANK
PLCBOARD OF DIRECTORS
Attachment 1: Information on proposed new Board members for
Aktia Bank
For more information, please contact:Lasse Svens, Chairman of
the Board, tel. +358 500 562 945Ari Syrjäläinen, General
Counsel, tel. +358 10 247 6350
Distribution:Nasdaq Helsinki LtdCentral 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 the 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.
- Information on proposed new Board members for Aktia Bank
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