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Decisions taken by Evli Plc's Annual General Meeting and Board of Directors on March 14, 2024
EVLI PLC STOCK EXCHANGE RELEASE ON MARCH 14, 2024, AT 3:00 PM (EET/EEST)
Decisions taken by Evli Plc's Annual General Meeting and Board of Directors on March 14, 2024
Evli Plc's Annual General Meeting on March 14, 2024 approved the financial statements and discharged the members of the Board of Directors and the company's CEO from liability for the financial year 2023.
The Annual General Meeting approved the Board of Directors' proposal to pay a dividend for the financial year 2023 for the amount of EUR 1.16 per share. The dividend and the distribution from the reserve for invested unrestricted equity will be paid to shareholders who are entered in the shareholder register maintained by Euroclear Finland Oy on the dividend record date on March 18, 2024. The distribution will be paid on March 25, 2024.
The Annual General Meeting approved the Remuneration Report 2023 of the company's governing bodies.
Board of Directors and Auditor
The Annual General Meeting decided that the Board of Directors will consist of six (6) members. The present members of the Board of Directors Christina Dahlblom, Fredrik Hacklin, Sari Helander, Robert Ingman, and Antti Kuljukka were re-elected as members of the Board of Directors and Tomi Närhinen was elected as a new member.
It was decided that the following remuneration shall be paid to the members of the Board of Directors: EUR 5,000.00 per month to the Members of the Board, EUR 6,000.00 per month to the Chairmen of the Board Committees and EUR 7,500.00 per month to the Chairman of the Board.
The auditing firm Ernst & Young Oy (EY) was elected as the company's auditor and Miikka Hietala, Authorized Public Accountant, as the principally responsible auditor. The auditor shall be paid remuneration according to a reasonable invoice approved by the company.
Authorizing the Board of Directors to decide on the acquisition of the company's own shares
The Annual General Meeting authorized the Board of Directors to decide on the acquisition of the company's own series A and series B shares in one or more tranches as follows:
The total number of own series A shares to be acquired may be a maximum of 1,442,581 shares, and the total number of own series B shares to be acquired may be a maximum of 1,205,909 shares. The proposed number of shares represents approximately 10 percent of all the shares of the company on the date of the notice convening the Annual General Meeting.
Based on the authorization, the company's own shares may only be acquired with unrestricted equity.
The Board of Directors will decide how the company's own shares will be acquired. Financial instruments such as derivatives may be used in the acquirement. The company's own shares may be acquired in other proportion than the shareholders' proportional shareholdings (directed acquisition). Shares may be acquired through public trading at the prevailing market price formed for the series B shares in public trading on the Nasdaq Helsinki Oy on the date of acquisition.
The authorization will replace earlier unused authorizations to acquire the company's own shares. The authorization will be in force until the next Annual General Meeting but no later than until June 30, 2025.
Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares
The Annual General Meeting authorized the Board of Directors to decide on the issuance of shares and special rights entitling to shares pursuant to Chapter 10, section 1, of the Companies Act in one or more tranches, for a fee or free of charge.
Based on the authorization, the number of shares issued or transferred, including shares received based on special rights, may total a maximum of 2,648,490 series B shares. The proposed number of shares represents approximately 10 percent of all the shares of the company on the date of the notice convening the Annual General Meeting. Of the above-mentioned total number, however, a maximum of 264,849 shares may be used as part of the company's share-based incentive schemes, representing approximately one percent of all the shares of the company on the date of the notice convening the Annual General Meeting.
The authorization will entitle the Board of Directors to decide on all the terms and conditions related to the issuing of shares and special rights entitling to shares, including the right to deviate from the shareholders' pre-emptive subscription rights. The Board of Directors may decide to issue either new shares or any own shares in the possession of the company.
The authorization will replace earlier unused authorizations concerning the issuance of shares as well as the issuance of options and other special rights entitling to shares. The authorization is proposed to be in force until the end of the next Annual General Meeting but no longer than until June 30, 2025.
Establishment of a shareholders' nomination board
The Annual General Meeting decided to establish a shareholders' nomination board, who will be responsible for drafting and presenting proposals covering the remuneration and number of members of the Board of Directors and for presenting candidates for members of the Board of Directors to the Annual General Meeting and to an Extraordinary General Meeting where needed. The shareholders' nomination board shall be established indefinitely until a general meeting of shareholders resolves otherwise. The Annual General Meeting also approved the rules of procedure of the shareholders' nomination board.
The minutes of the meeting will be available on evli.com/agm2024 as of March 28, 2024 at the latest.
Decisions by the Board of Directors
The organizational meeting of the Board of Directors elected from among its members Robert Ingman as its Chairman and Antti Kuljukka as its Vice Chairman. Sari Helander was elected Chairman and Antti Kuljukka and Tomi Närhinen as members of the Audit and Risk Committee. Fredrik Hacklin was elected as Chairman and Christina Dahlblom and Robert Ingman as members of the Compensation Committee.
Christina Dahlblom, Fredrik Hacklin, Sari Helander, Antti Kuljukka and Tomi Närhinen are independent of both the company and significant shareholders.
EVLI PLC
Board of directors
Additional information:
Juho Mikola, CFO, Evli Plc, tel. +358 (0)40 717 8888, juho.mikola@evli.com
Evli Plc
We see wealth as an engine to drive sustainable progress. We draw on our heritage, broad expertise, and Nordic values to grow and manage wealth for institutions, corporations and private persons in a responsible way.
We are the best fund house in the Nordics1 and the leading asset manager in Finland2 offering a broad range of services including mutual funds, asset management and capital markets services, alternative investment products, equity research, share plan design and administration as well as Corporate Finance services. Responsible investing is integrated in every investment decision and our expertise is widely acknowledged by our clients. Evli has Finland's best expertise in responsible investment3.
Evli Group employs around 300 professionals and Evli has approximately EUR 18.0 billion in client assets under management (net 12/2023). Evli Plc's B shares are listed on Nasdaq Helsinki Ltd. More information at www.evli.com.
1 Lipper Fund Awards 2023, the category Small Fund Companies.
2 Morningstar Awards 2023 and 2024 (c). Morningstar, Inc. All Rights Reserved. Awarded to Evli for the Best Fund House in Finland and Sweden. Kantar Prospera External Asset Management Finland 2015, 2016, 2017, 2018, 2019, 2021, 2022, 2023. Kantar Prospera Private Banking 2019, 2020 Finland.
3 SFR Scandinavian Financial Research Institutional Investment Services Finland 2017, 2019, 2021, 2022. Kantar Prospera External Asset Management 2017, 2018, 2019, 2020, 2023 Finland.
Distribution: Nasdaq Helsinki, main media, www.evli.com
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EVLI OYJ 
