Evli Plc (HLSE:EVLI) agreed to acquire EAB Group Oyj (HLSE:EAB) for €46.8 million on April 22, 2022. As of May 31, 2022, Evli Plc and EAB Group Oyj have signed combination agreement and the Merger Plan in order to combine the companies through a merger. As a part of merger EAB will receive as merger consideration 0.172725 new series B shares in Evli for each share they own in EAB and a cash consideration of €0.217196 per share. The current members of the Board of Directors of Evli, would continue as board members of the Combined Company. Maunu Lehtimäki, current CEO of Evli, would continue as the CEO of the Combined Company. As of November 10, 2022 As a result of the consultation, 41 permanent positions are terminated and four new positions are created within the Group. The Combined Company will continue under the name of Evli Plc and will continue its business in accordance with Evli's current operating model as a group. Upon the Completion, EAB Group and EAB Holding will be registered as auxiliary trade names for Evli or its subsidiaries. The Combined Company's strategy will be based on Evli's current strategy acknowledging the businesses and strengths of the new combined entity. The Contemplated Combination is estimated to be completed during the second half of 2022. The completion of the Merger is intended to be implemented during the second half of 2022 subject to, inter alia, that Evli has received the approval from the Financial Supervisory Authority for the change of ownership. The transaction is approved by the approved and signed by the Board of Directors of Evli and EAB. As of July 14, 2022, the tranaction is approved by the shareholders of Evli and EAB. The shareholders of EAB authorised the Board to resolve upon an extra distribution of dividend in accordance with the proposals of the Board of Directors to the General Meeting. EAB may distribute dividend to its shareholders before the completion date of the merger up to a maximum aggregate amount of €2.35 million. EAB is expected to hold an Extraordinary General Meeting in August or September 2022 to consider the interim financial statements for the payment of the dividend under the Combination Agreement and the Merger Plan. The planned effective date of the merger is October 1, 2022. As of September 28, 2022 conditions of the completion according to the Combination Agreement have been fulfilled and the boards of Evli and EAB have today decided to register the completion of the Merger with the Finnish Trade Register maintained by the Finnish Patent and Registration Office and Merger will become effective on October 1, 2022.



Evli Corporate Finance AB acted as financial advisor and JANNE LAUHA, PAULIINA TENHUNEN, KARLO SIIRALA, HANNU HUOTILAINEN, SARI LAAKSONEN, TOMI KEMPPAINEN, SUZANNE SIMON-BELLAMY and SUVI KETTUNEN of Asianajotoimisto Castrén & Snellman Oy acted as legal advisor to Evli whereas Borenius Attorneys Ltd acted as legal advisor to EAB.