Fellow Pankki Oyj : Notice to shareholders meeting of merged Fellow Finance Plc

28.4.2022 14:00STOCK EXCHANGE RELEASE

Notice to shareholders' meeting of merged Fellow Finance Plc

FELLOW BANK PLC STOCK EXCHANGE RELEASE 28.4.2022 AT 2:00 PM EEST

Following the merger of Fellow Finance Plc ("Fellow Finance") into Fellow Bank Plc ("Fellow Bank", formerly Evli Bank Plc) on 2 April 2022, a notice is given to the shareholders of Fellow Finance to a shareholders' meeting to be held on Wednesday, 25 May 2022, commencing at 9.30 a.m. at the premises of Krogerus Attorneys Ltd at Fabianinkatu 9, 00130 Helsinki, Finland.

The reception of participants and the distribution of voting tickets will commence at 9.00 a.m.

A Matters on the agenda of the shareholders' meeting

At the shareholders' meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of person to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording of attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements and the report of the board of directors for the year 2021 as well as for the period 1 January 2022-1 April 2022 (final accounts) and the related auditor's reports

7. Adoption of the financial statements for the year 2021 and for the period 1 January 2022-1 April 2022 (final accounts)

8. Resolution on the discharge of the members of the board of directors and the CEO from liability

9. Closing of the meeting

B Documents of the shareholders' meeting

This notice, the financial statements and the report of the board of directors for the year 2021 as well as for the period 1 January 2022-1 April 2022 and the related auditor's reports will be available on Fellow Bank's website at www.fellowbank.com/general-meeting/fellowfinance-shareholdersmeeting2022 on 18 May 2022 at the latest. The aforesaid documents will also be available at the shareholders' meeting. The minutes of the shareholders' meeting will be available on the aforesaid website on 8 June 2022 at the latest.

C Instructions for the participants in the shareholders' meeting 1. Shareholders registered in the shareholders' register

The last shareholders of Fellow Finance, i.e. shareholders registered in Fellow Finance's shareholders' register maintained by Euroclear Finland Oy as at the end of the last trading day on 1 April 2022 (i.e., the shareholders who were entitled to the merger consideration), have the right to participate in the shareholders' meeting. Shareholders whose shares were registered on their personal book-entry account, were registered in the shareholders' register of Fellow Finance.

A shareholder registered in the shareholders' register of Fellow Finance who wants to participate in the shareholders' meeting, shall register for the meeting no later than on 20 May 2022 by 4:00 p.m. (EEST) by giving a prior notice of participation. Such notice can be given:

(a) by email to [e-mail]; or

(b) by ordinary mail to Fellow Bank Plc, Shareholders' Meeting, Pursimiehenkatu 4 A, 00150 Helsinki, Finland.

In connection with registering for the meeting, the name, personal identification number or business ID, address and telephone number of the shareholder as well as the name of the assistant or representative, if any, shall be provided. The personal information given by the shareholders in connection with the registration is used solely in the context of the shareholders' meeting and the processing of related registrations.

The shareholders, their authorised representatives or proxy representatives shall, where necessary, be able to prove their identity and/or right of representation.

2. Holders of nominee-registered shares

Holders of nominee-registered shares have the right to participate in the shareholders' meeting by virtue of such shares, based on which they are entitled to be registered in the shareholders' register of Fellow Finance held by Euroclear Finland Oy on 1 April 2022 (at the end of the last trading day). The right to participate in the shareholders' meeting requires, in addition, that the shareholder, on the basis of such shares, has been registered in the temporary shareholders' register held by Euroclear Finland Oy, at the latest on 20 May 2022 by 10.00 a.m. (EEST). As regards nominee-registered shares, this constitutes due registration for the shareholders' meeting.

Holders of nominee-registered shares are advised to request, without delay, the necessary instructions regarding the registration in the shareholders' register of Fellow Finance and registration for the shareholders' meeting from their custodian bank. Holders of nominee-registered shares are considered to have registered for the shareholder's meeting if they have been temporarily recorded in the shareholders' register as described above.

3. Proxy representatives and powers of attorney

Shareholders may participate in the shareholders' meeting and exercise their rights at the meeting through a proxy representative. The use of a proxy representative requires that the shareholder registers for the shareholders' meeting in the manner described above even though the shareholder would not be attending the meeting at the meeting venue in person.

Authorising a proxy representative arranged by Fellow Finance

Instead of coming to the meeting venue in person, shareholders can authorise Associate Olli Silvennoinen from Krogerus Attorneys Ltd or his designate to act as a proxy representative at the shareholders' meeting, with no cost to the shareholder. The template for a power of attorney is available on Fellow Bank's website at www.fellowbank.com/general-meeting/fellowfinance-shareholdersmeeting2022. Shareholders' powers of attorneys should be delivered by email attachment (e.g. as pdf) to the address [e-mail] or by ordinary mail to the address Fellow Bank Plc, Shareholders' Meeting, Pursimiehenkatu 4 A, 00150 Helsinki, Finland before the last date and time for registration.

Authorising other proxy representatives

A proxy representative is required to present a dated power of attorney, or otherwise show in a reliable manner that he/she is entitled to represent a shareholder. If a shareholder is represented by more than one proxy representing shares held in different book-entry accounts, each proxy must state which shares he/she represents when registering for the shareholders' meeting.

Shareholders' powers of attorney should be delivered by email attachment (e.g. as pdf) to the address [e-mail] or ordinary mail to the address Fellow Bank Plc, Shareholder's meeting, Pursimiehenkatu 4 A, 00150 Helsinki, Finland before the last date and time for registration.

4. Other instructions and information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the shareholders' meeting has the right to ask questions with respect to the matters to be considered at the shareholders' meeting.

At the time of the completion of the merger on 2 April 2022 the total number of shares and votes in Fellow Finance was 7,173,625.

In Helsinki on 28 April 2022

FELLOW FINANCE PLC

The Board of Directors

Further information

Teemu Nyholm, CEO, Fellow Bank Plc, [e-mail], puh. [phone]

Fellow Bank in brief

Fellow Bank Plc is a new Finnish bank that helps both personal and business customers to manage their day-to-day finances in a flexible and straightforward manner. For savers, we offer an attractive interest rate on deposits. Fellow Bank Plc is regulated by the Financial Supervisory Authority of Finland and listed on Nasdaq Helsinki's main list (FELLOW). www.fellowbank.com