EVLI OYJ ALISA BANK PLC STOCK EXCHANGE RELEASE 10.4.2024 AT 15.45 EEST
Below is the notice to the general meeting in its entirety, in which section C.2 is corrected according to the above.
Alisa Bank Plc's shareholders are invited to the Extraordinary General Meeting of the company, which will be held on
Instructions for participating in the General Meeting can be found in part C. of this invitation and on the Company's website at www.alisabank.com/extraordinary-general-meeting-2024.
A. Items 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 persons to scrutinize 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. Resolutions related to the acquisition of the shares of
The Transaction is conditional, among other things, on the Extraordinary General Meeting approving the proposals by the Board of Directors included in this notice. The Transaction as well as the agreement between
In order to complete the Transaction, the Board of Directors of the Company proposes to the Extraordinary General Meeting that a) the Board of Directors be authorized to decide on the Directed Share Issue and that, conditional upon the completion of the Transaction, b) new members to the Board of Directors be elected, as further set out below.
The proposals of the Board of Directors set forth under items 6(a) - 6(b) below form an entirety that requires the adoption of all its individual items with one single decision.
Certain of the current shareholders of the company representing together approximately 51 percent of all the shares and votes in the company, have undertaken to vote in favor of the proposals of the Board of Directors.
6(a) Authorizing the Board of Directors to decide on the Directed Share Issue
The Board of Directors proposes to the Extraordinary General Meeting that the Board of Directors be authorized to decide on the issuance of new shares in deviation from the shareholders' pre-emptive rights by way of a directed share issue, provided that the company has a weighty financial reason to do so.
The new shares to be issued are directed to the current shareholders of
The Board of Directors decides on all other conditions of the Directed Share Issue, including the grounds for determining the subscription price, the subscription price and that the subscription price may be paid with other assets partially or entirely.
The authorization is valid until
Subject to the Extraordinary General Meeting's approval of the proposed authorization, the company will seek to list the shares issued in the Directed Share Issue on the official list of Nasdaq Helsinki, conditional upon the completion of the Transaction.
6(b) Resolution on the number of members of the Board of Directors and the election of members of the Board of Directors conditional upon the completion of the Transaction
The Shareholders' Nomination Board of the Company proposes that, conditional upon the completion of the Transaction, the number of members of the Board of Directors shall be six.
In addition, the Shareholders' Nomination Board proposes that, conditional upon the completion of the Transaction, Sampsa Laine and
The election of the proposed new members of the Board of Directors, Sampsa Laine and
The members of the Board of Directors are elected for a term that begins on the date on which the Transaction is completed and expires at the close of the next Annual General Meeting. The aforementioned persons have given their consent for the election.
All proposed members of the Board of Directors are estimated to be independent of the company. In addition, all proposed members of the Board of Directors are estimated to be independent of the company's significant shareholders.
Presentations of the proposed members of the Board of Directors are available at
The new members of the Board of Directors will be paid an annual fee in relation to the length of their term of office.
The current Chairman of the Board of Directors
7. Closing of the meeting
B. General Meeting documents
The above-mentioned proposed resolutions on the agenda of the General Meeting, this meeting notice as well as the financial statements for the year 2023, the report by the Board of Directors and auditor's report, the decision on the distribution of assets made after the end of the financial year 2023 as well as the account by the Board of Directors on the events having occurred after the preparation of the latest financial statements having an essential effect on the state of the company will be available at the company's website www.alisabank.com/extraordinary-general-meeting-2024 no later than
C. Instructions for meeting participants
1. A shareholder entered in the shareholder register
The right to participate in the General Meeting belongs to a shareholder who is registered as a shareholder in the company's shareholder register kept by
Registration for the General Meeting begins on
When registering, you must provide the shareholder's name, address, telephone number and e-mail address, as well as the name of any assistant or agent. The personal data provided by the shareholders will only be used for the processing of the General Meeting and related necessary registrations.
The shareholder, his/her representative and proxy must be able to prove their identity and/or right of representation at the meeting place, if necessary.
2. Owners of nominee registered shares
An owner of nominee registered shares has the right to participate in the General Meeting on the basis of those shares, of which he/she would have the right to be entered in the shareholder register kept by
The owner of a nominee registered share is advised to request the necessary instructions from the asset manager in good time regarding temporary registration in the shareholders' register, issuing proxies and voting instructions and registering for the General Meeting. The account manager of the asset manager must notify the owner of the nominee-registered share, who wants to participate in the Extraordinary General Meeting, to be temporarily entered in the company's shareholder register by the above-mentioned date at the latest.
3. Using an agent and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights there through a proxy. The agent must present a dated power of attorney, or they must otherwise prove in a reliable way that they are entitled to represent the shareholder. If the shareholder participates in the General Meeting through several proxies, who represent the shareholder with shares in different securities accounts, the shares on the basis of which each proxy represents the shareholder must be indicated when registering.
Potential proxies are requested to be provided as attachments delivered by e-mail to yhtiokokous@alisapankki.fi or by post to "Yhtiökokous",
4. Other instructions/ information
The meeting language is Finnish.
A shareholder present at the General Meeting has the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Limited Liability Companies Act.
Changes in share ownership after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's number of votes.
On the date of the meeting notice
The Board of Directors
Further information
https://news.cision.com/alisa-pankki-oyj/r/correction-to-alisa-bank-plc-s-general-meeting-notice,c3959497
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