Notice to
A. ITEMS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
At the Extraordinary General Meeting, the following matters will be considered:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinise the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Resolution on the merger
Introduction
The purpose of the Merger is to create a combined company that would be one of the leading companies on the
Reference is made to the stock exchange release concerning the signing of the Combination Agreement published on
In order to complete the Merger, the Board of Directors of EAB proposes that the Extraordinary General Meeting would resolve on the statutory absorption merger of EAB into Evli in accordance with the merger plan approved by the Boards of Directors of EAB and Evli dated
Shareholders representing approximately 65 per cent of all shares and votes in EAB have expressed support for the Merger and have signed irrevocable undertakings whereby they have undertaken to attend the Extraordinary General Meeting and to vote in favour of the Merger. In addition, a shareholder representing approximately 18 per cent of all shares and votes in EAB has expressed support for the Merger and committed to attend the Extraordinary General Meeting and to vote in favour of the Merger subject to certain customary conditions.
Resolution on the Merger
Pursuant to the Merger Plan, EAB would be merged into Evli through an absorption merger, so that all assets and liabilities of EAB would be transferred without a liquidation procedure to Evli in a manner described in more detail in the Merger Plan.
The Board of Directors of EAB proposes that the Extraordinary General Meeting resolves on the Merger of EAB into Evli in accordance with the Merger Plan and approves the Merger Plan. The General Meeting can only approve or reject the proposed Merger in accordance with the Merger Plan but cannot alter it.
Pursuant to the Merger Plan, the shareholders of EAB shall receive as merger consideration 0.172725 new series B shares in Evli for each share they hold in EAB ("Merger Consideration Shares") and a cash consideration for a total amount of
The number of Merger Consideration Shares and the amount of Cash Consideration payable to the shareholders of EAB shall be calculated by applying the conversion rate defined above on the basis of the number of shares in EAB registered on each shareholder's book-entry account at the end of the last trading day preceding the completion of the Merger. The total number of the Merger Consideration Shares shall be rounded down to the nearest full share.
Based on the number of issued and outstanding shares in EAB on the date of this notice, a total of 2,385,743 Merger Consideration Shares would be issued to the shareholders of EAB and the Cash Consideration would be
A shareholder of EAB who votes against the Merger at the Extraordinary General Meeting has the right as referred to in Chapter 16, Section 13 of the Finnish Companies Act to demand redemption of his/her shares at the Extraordinary General Meeting.
- Resolution to authorise the Board of Directors to resolve upon an extra distribution of dividend
Pursuant to the Combination Agreement between EAB and Evli, EAB may distribute dividend to its shareholders before the completion date of the Merger up to a maximum aggregate amount of
In order to enable the above distribution of dividend, the Company's Board of Directors proposes to the Extraordinary General Meeting that the Extraordinary General Meeting would authorise the Board of Directors to resolve, before the completion of the Merger, on a distribution of dividend not exceeding a total of
The authorisation would be in force until the opening of the next Annual General Meeting of the Company.
The Company will separately publish its Board of Directors' resolution to distribute dividend based on the authorisation and will simultaneously confirm the applicable record and payment dates. The dividends paid on the basis of the authorisation will be paid to the shareholders who are registered as shareholders in the Company's shareholders' register on the record date of the distribution of dividends.
- Closing of the meeting
B. EXTRAORDINARY GENERAL MEETING DOCUMENTS
Copies of this notice will be sent by mail to shareholders whose address is known by the Company. The Merger Plan as well as this notice including all proposals for resolutions on the matters on the agenda of the General Meeting are available on
Other documents which according to the Finnish Companies Act shall be kept available for the shareholders will be available on the above website no later than
The minutes of the Extraordinary General Meeting will be available on the above website no later than
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
- Shareholders registered in the shareholders' register
Each shareholder who is registered on
A shareholder who is registered in the shareholders' register of the Company and who wants to participate in the General Meeting shall register for the meeting no later than
Such notice can be given:
- by email to: EAB.EGM2022@borenius.com; or
-
by regular mail to:
Borenius Attorneys Ltd , EAB Group Plc EGM, Eteläesplanadi 2, 00130Helsinki, Finland .
In connection with the registration, a shareholder shall notify his/her name, personal identification number/business ID, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to EAB is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
- Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares based on which he/she on the record date of the Extraordinary General Meeting, i.e. on
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders' register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares who wants to participate in the General Meeting into the temporary shareholders' register of the Company at the latest by the time stated above.
- Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the Meeting by way of proxy representation. A proxy representative shall produce 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 on 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.
Possible proxy documents should be delivered as originals to
- Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the Meeting. On the date of this notice to the Extraordinary General Meeting, the total number of shares and votes in EAB is 13,843,272.
There is no catering at the meeting.
Board of Directors
Further information:
+358 50 569 3416
daniel.pasternack@eabgroup.fi
+358 40 544 2502
therese.cedercreutz@miltton.com
DISTRIBUTION:
The main news media
www.eabgroup.fi
Important Notice
In a number of jurisdictions, in particular in
This notice is neither an offer to sell nor the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in
The information contains forward-looking statements. All statements other than statements of historical fact included in the information are forward-looking statements. Forward-looking statements give the Company's current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance, benefits of the merger, and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as "expect", "aim", "intend", "may", "plan", "would", "could", and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the Company's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which it will operate in the future.
https://news.cision.com/eab-group-oyj/r/notice-to-eab-group-plc-s-extraordinary-general-meeting,c3579740
(c) 2022 Cision. All rights reserved., source